Abstract: A buried pipe replacement system incorporating an elongated tapered grinding head having a helical cutter element disposed about the periphery and extending substantially along the length thereof. The grinding head is also provided with fluid ejection ports, enabling drilling fluid/lubricant material to be ejected therefrom as the drilling head is rotated and moved linearly against the buried existing pipe. The pipe grinding operation reduces the buried existing pipe to a pulverant form wherein the particulate resulting from grinding away the existing pipe forms a bedding composition lining at least the side and bottom portions of the resulting bore and thereby providing for optimum support of a replacement pipe which is towed into position within the bore simultaneously with the pipe grinding operation. A swivel connection allows rotation of the grinding head without inducing rotation to the replacement pipe following the grinding head.