SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC  20549
            

                                  FORM 15

Certification and Notice of Termination of Registration under
Section 12(g) of the Securities Exchange Act of 1934 or
Suspension of Duty to File Reports Under Sections 13 and 15(d) of
the Securities Exchange Act of 1934.

                         Commission File Number       0-16648     
    

                            B-E Holdings, Inc.
          (Exact name of registrant as specified in its charter)

                               P.O. Box 500
                           1100 Milwaukee Avenue
                     South Milwaukee, Wisconsin  53172
                              (414) 768-4000
       (Address, including zip code, and telephone number, including
          area code, of registrant's principal executive offices)

        Series A 12 1/2% Cumulative Exchangeable Preferred Stock, 
                     $.01 per share par value         
         (Title of each class of securities covered by this Form)

                                   None
     (Titles of all other classes of securities covered by this Form)
           to file reports under section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the
appropriate rule provision(s) relied upon to terminate or suspend
the duty to file reports:

     Rule 12g-4(a)(1)(i)  [X]      Rule 12h-3(b)(1)(i)  [ ]
     Rule 12g-4(a)(1)(ii) [ ]      Rule 12h-3(b)(1)(ii) [ ] 
     Rule 12g-4(a)(2)(i)  [ ]      Rule 12h-3(b)(2)(i)  [ ]
     Rule 12g-4(a)(2)(ii) [ ]      Rule 15d-6           [ ]

                Approximate number of holders of record as
                 of the certification or notice date:   0

     Pursuant to the requirements of the Securities Exchange Act
of 1934 B-E Holdings, Inc. has caused this certification/notice
to be signed on its behalf by the undersigned duly authorized
person.

DATE: December 15, 1994     BY: /s/  David M. Goelzer        
                                David M. Goelzer
                                Vice-President, Secretary
                                  and General Counsel
                                of Bucyrus-Erie Company,
                                successor to B-E Holdings, Inc.
                                by Merger