EXHIBIT 3.1
                                                     FORM 8-K



                  RESTATED CERTIFICATE OF INCORPORATION 

                                    OF

                        BUCYRUS INTERNATIONAL, INC.

     FIRST: The name of the Corporation is Bucyrus International, Inc.
(hereinafter the "Corporation").

     SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle.  The name of its registered agent at that address is The
Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is one thousand (1,000) shares of Common Stock, each
having a par value of one hundredth of one dollar ($0.01).

     FIFTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

     (1)  The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors.

     (2)  The directors shall have concurrent power with the stockholders to
make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

     (3)  The number of directors of the Corporation shall be as from time to
time fixed by, or in the manner provided in, the By-Laws of the Corporation. 
Election of officers need not be by written ballot unless the By-Laws so
provide.

     (4) No director shall be personally liable to the Corporation or any of
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders; (ii) for acts or omissions not
in good faith or which involved intentional misconduct or a knowing violation
of law, (iii) pursuant to Section 174 of the GCL or (iv) for any transaction
from which the director derived an improper personal benefit.  Any repeal or
modification of this Article FIFTH by the stockholders of the Corporation
shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification with respect
to acts or omissions occurring prior to such repeal or modification.

     (5) In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the provisions of the GCL, this
Restated Certificate of Incorporation, and any By-Laws adopted by the
stockholders; provided, however, that no By-Laws hereafter adopted by the
stockholders shall invalidate any prior act of the directors which would have
been valid if such By-Laws had not been adopted.

     SIXTH: Meetings of stockholders may be held within or without the State
of Delaware, as the By-Laws may provide.  The books of the Corporation may be
kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

     SEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.