THIS DOCUMENT IS AN AMENDED FILING TO THE THIRD QUARTER 10-Q
        TO SUBMIT THE REQUIRED EXHIBIT 27 - FINANCIAL DATA SCHEDULE




                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

             ________________________________________________


                                 Form 10-Q

                             QUARTERLY REPORT
                                PURSUANT TO
                            SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                   For Quarter Ended September 30, 1994

                      Commission File Number: 0-16648


             ________________________________________________


                            B-E HOLDINGS, INC.

             DELAWARE                              39-1593043

                               P. O. BOX 500
                           1100 MILWAUKEE AVENUE
                     SOUTH MILWAUKEE, WISCONSIN 53172

                              (414) 768-4000



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                        Yes   X                 No _____



Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


                Class                          Outstanding November 9, 1994
Class C Common Stock, par value $.01
per share                                                  9,161,037
Class D Common Stock, par value $.01
per share                                                    108,822

                                SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                       B-E HOLDINGS, INC.
                                       (Registrant)



Date       November 14, 1994           /s/ Craig R. Mackus         
                                       Craig R. Mackus
                                       Controller
                                       Principal Accounting Officer


Date       November 14, 1994           /s/ William B. Winter       
                                       Chairman of the Board and
                                       Chief Executive Officer


                            B-E HOLDINGS, INC.
                               EXHIBIT INDEX
                                    TO
                       QUARTERLY REPORT ON FORM 10-Q
                   FOR QUARTER ENDED SEPTEMBER 30, 1994

                               Incorporated             Sequential
Exhibit                         Herein By      Filed       Page
Number     Description          Reference     Herewith    Number


 27     Financial Data Schedule                   X


 99.1   Second Amended Joint Plan                 X
        of Reorganization of
        B-E Holdings, Inc. and 
        Bucyrus-Erie Company 
        under Chapter 11 of the 
        Bankruptcy Code