EXHIBIT 3.4
                                                  1997 FORM 10-K
     
     
                    BUCYRUS INTERNATIONAL, INC.
     
                     CERTIFICATE OF AMENDMENT
     
                                OF
     
               RESTATED CERTIFICATE OF INCORPORATION
     ___________________________________________________________________
     
                  Pursuant to Section 242 of the 
         General Corporation Law of the State of Delaware 
     ___________________________________________________________________
     
               Bucyrus International, Inc., a Delaware corporation,
     (hereinafter, the "Corporation), does hereby certify as follows: 
     
               FIRST:    That the Board of Directors of said
     corporation adopted a resolution by unanimous written consent of its
     directors, filed with the minutes of the Board, proposing and
     declaring advisable the following amendment to the Certificate of
     Incorporation of said corporation:
     
               RESOLVED, that the Corporation's Certificate of
                    Incorporation shall be amended by striking out the
                    existing Article FOURTH thereof in its entirety, and
                    substituting in lieu thereof the following:
     
                    FOURTH:   (1) The total number of shares of
                    stock which the Corporation shall have authority to
                    issue is One Million Six Hundred Thousand (1,600,000)
                    shares of Common Stock, par value $0.01 per share.  
     
                              (2)  Each share of Common Stock of
                    the Corporation held of record on the day preceding the
                    filing date (within the meaning of Section 103 of the
                    General Corporation Law of the State of Delaware) of
                    this Amendment with the Secretary of State of the State
                    of Delaware shall be and hereby is automatically
                    reclassified and converted, without further action, into
                    One Thousand Six Hundred (1,600) shares of Common Stock
                    of the Corporation.
          
               SECOND:   That in lieu of a meeting and vote of the
     sole stockholder, the stockholder has given written consent to said
     amendment in accordance with the provisions of section 228 of the
     General Corporation Law of the State of Delaware.
     
               THIRD:    That the aforesaid amendment was duly
     adopted in accordance with the applicable provisions of sections 242
     and 228 of the General Corporation Law of the State of Delaware.
     
               IN WITNESS WHEREOF, Bucyrus International, Inc. has
     caused this Certificate of amendment of Restated Certificate of
     Incorporation to be signed on its behalf by its undersigned
     President and Chief Financial Officer and attested by its
     undersigned Secretary, as of this seventeenth day of March 1998.
     
     
                              BUCYRUS INTERNATIONAL, INC.
     
     
     
                              By: /s/Daniel J. Smoke
                                  Daniel J. Smoke
                                  Vice President and
                                  Chief Financial Officer
     
     ATTEST:
     
     
     
     /s/Craig R. Mackus
     Craig R. Mackus
     Secretary