EXHIBIT 10.17(a)
                                                          FORM 10-Q
                                   QUARTER ENDED SEPTEMBER 30, 1998



                              AMENDMENT NO. 1
                        BUCYRUS INTERNATIONAL, INC.
                     1998 MANAGEMENT STOCK OPTION PLAN


          Effective as of the date hereof, the Bucyrus International, Inc.
1998 Management Stock Option Plan (the "Plan") is hereby amended as set forth
below.  Capitalized terms not defined herein shall be as defined in the Plan.

          1.   The definition of "Employee" in Article II of the Plan is
hereby amended to include consultants and advisors of the Company or any of
its Subsidiaries.

          2.   Where applicable in accordance with the intent of this
Amendment No. 1, references in the Plan or in any Option Certificate or
Exercise Notice to "employee" or "employees" shall be deemed to include
reference to consultants and advisors of the Company or any of its
Subsidiaries, and references to "termination of employment" or similar phrases
shall be deemed to include reference to termination of service as a consultant
or advisor.

          3.   In all other respects, the provisions of the Plan as in
effect as of the date hereof shall remain in full force and effect.


Dated:  September 1, 1998               BUCYRUS INTERNATIONAL, INC.



                                         \s\W. R. Hildebrand       
                                        By:    W. R. Hildebrand   
                                        Its:   President and CEO