EXHIBIT 10.12(a)
                                                  1994 10-K

                               AMENDMENT TO

                    EMPLOYMENT AND CONSULTING AGREEMENT
                    ___________________________________


   This Agreement is made effective the ____ day of November, 1994, between
Bucyrus-Erie Company, a Delaware corporation (the "Company"), and ____________
(the "Employee").

RECITALS:
1. Company and Employee have entered into an Employment and Consulting
   Agreement (the "Agreement") effective July 1, 1992.
2. Company and Employee now wish to amend said Agreement as specifically set
   forth herein.

AGREEMENTS:
1. In the second sentence of subparagraph 2.a. of the Agreement, change the
   words "thirty-six (36) months" to "eighteen (18) months", so that the
   first part of said sentence shall read as follows: "If any time after the
   date hereof the Employee's employment by the Company is terminated for any
   reason, either by the Employee or by the Company, and if within a period
   of twelve (12) months prior to any such termination by the Employee or
   within eighteen (18) months prior to any such termination by the Company -
   "
2. In the last line of subparagraph 2.a. of the Agreement, insert "b," after
   the word "subparagraphs" and change "and f" to "f, g  and h", so that said
   last line shall read "in subparagraphs b, c, d, e, f, g and h below."
3. In the second sentence of subparagraph 2.b. of the Agreement, change the
   words "thirty-six (36) months" to "eighteen (18) months", so that said
   sentence shall read as follows:  "Subject to the preceding sentence, the
   Consultation Period shall be twelve (12) months in the event of a
   termination by the Employee and eighteen (18) months in the event of
   termination by the Company."

4. Add the following at the end of subparagraph 2.d.(2) of the Agreement: 
   "Except for periods during which the Employee shall be employed full-time
   by another party during the Consultation Period, the Employee shall also
   be provided by the Company with such insurance benefits (including life
   and medical insurance and dental and vision care) as the Company generally
   provides for any group or class of employee of which Employee would have
   been a member had his employment continued.  When the Employee is employed
   full-time by another party during the Consultation Period he shall first
   look to said other party for payment of all insurance benefits of the kind
   described in the preceding sentence which are available to employees of
   said other party and Company shall provide him with such insurance only to
   the extent of any excess of insurance available under Company's plan over
   the insurance available under said other party's plan."
5. In subparagraph 2.g. of the Agreement, insert a comma after the word
   "plans" in the fourth line, delete the remainder of the sentence after
   that point and substitute the following therefor:  "but Employee shall be
   entitled to participate in said savings plan with respect to such
   compensation."
6. Add a new subparagraph 2.h. to the Agreement, to read as follows:  "During
   the Consultation Period, at the Employee's option (to be exercised by
   written request mailed to any officer of the Company or to its Director or
   Manager of Human Resources), the Company will provide, at its expense,
   outplacement services by a professional third party specialized in
   providing such assistance on an individual basis to key executives and
   employees.  Reasonable initial travel expenses for consultation with the
   outplacement firm will be reimbursed for travel outside the greater
   Milwaukee area, when such travel is at the request of the outplacement
   firm.  Services will be provided by Janotta Bray Beal & Associates, 2600
   North Mayfair Road, Milwaukee, Wisconsin 53226, unless an alternative firm
   is agreed to by the Company and the Employee."  

7. Except as specifically provided in Paragraphs 1 through 6 above, all of
   the terms and conditions of the aforesaid Employment and Consulting
   Agreement shall remain in full force and effect.

   IN WITNESS WHEREOF, this Amendment to Employment and Consulting Agreement
has been duly executed by the Company and the Employee as of the day and date
first written above.

                                   BUCYRUS-ERIE COMPANY


                                   By:  _________________________
                                        W. B. Winter
                                        Chairman and C.E.O.


                                        _________________________
                                        
                                        Employee