Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      BROWN & SHARPE MANUFACTURING COMPANY
             (Exact Name of Registrant as specified in its charter)

              Delaware                                 05-0113140
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
  incorporation or organization)

   Precision Park, 200 Frenchtown Road, North Kingstown, Rhode Island 02852
   (Address of Principal Executive Offices)                      (Zip Code)

                           1989 Equity Incentive Plan
                            (Full title of the plan)

                               Charles A. Junkunc
                   Vice President and Chief Financial Officer
                      Brown & Sharpe Manufacturing Company
                       Precision Park, 200 Frenchtown Road
                       North Kingstown, Rhode Island 02852
                     (Name and address of agent for service)

                                 (401) 886-2000
        (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------

                                                       Proposed
                                                       maximum
                                   Proposed            aggregate    Amount of
Title of securities  Amount to be  maximum offering    offering   registration
to be registered     registered    price per share<F1>  price<F1>       fee
- -------------------------------------------------------------------------------

Class A Common        500,000           $9.69        $4,845,000      $1,671
Stock, $1.00 par
value<F2>
- -------------------------------------------------------------------------------
[FN]
(1)Estimated solely for the purpose of determining the registration fee pursuant
to Rule  457(h) on the basis of the  average  of the high and low  prices of the
Brown & Sharpe Class A Common Stock,  par value $1.00,  reported on the New York
Stock Exchange Composite Transactions Index on June 27, 1996.

(2)Includes  such number of Preferred  Stock Purchase  Rights as are issuable in
tandem with such shares of Common Stock.
[/FN]
                                       -1-
3133721.01

<PAGE>



                           INCORPORATION BY REFERENCE

         Pursuant to Instruction E to Form S-8, the contents of the Registration
Statements  on Form S-8 of Brown & Sharpe  Manufacturing  Company filed with the
Securities and Exchange  Commission on September 5, 1989, file number  33-30927,
and on November 11, 1992,  file number  33-54496,  in each case as amended,  are
hereby incorporated by reference.

         The following  information is not included in the September 5, 1989 and
November 11, 1992 registration statements:

Item 8. Exhibits

Exhibit Number

        4.1      Bylaws of Brown & Sharpe Manufacturing Company, as amended
                 through July 29, 1994 (incorporated by reference to Exhibit 3.1
                 to the Form 10-Q for the quarter ended July 2, 1994)

        4.2      Amendment to Bylaws of Brown & Sharpe Manufacturing
                 Company (incorporated by reference to Exhibit 3 to the
                 Form 10-Q for the quarter ended October 1, 1994)

        5.2      Opinion of Ropes & Gray

       23.4      Consent of Coopers & Lybrand LLP

       23.5      Consent of Ernst & Young LLP

       23.6      Consent of Ropes & Gray is contained in their opinion filed
                 as Exhibit 5.2

                                       -2-
3133721.01

<PAGE>



                        SIGNATURES AND POWER OF ATTORNEY

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Town of North  Kingstown,  State of Rhode  Island on July 2,
1996.

                                               BROWN & SHARPE MANUFACTURING
                                                   COMPANY

                                                By  /s/ Charles A. Junkunc
                                                    Charles A. Junkunc, Vice
                                                     President and Chief
                                                     Financial Officer

         We,  the   undersigned   officers  and  directors  of  Brown  &  Sharpe
Manufacturing Company,  hereby severally constitute and appoint Frank T. Curtin,
and Charles A Junkunc, and each of them singly, our true and lawful attorneys or
attorney to execute in our names, in the capacities indicated below, any and all
amendments  to this  Registration  Statement  on Form S-8,  and all  instruments
necessary or incidental in connection  therewith,  and to file the same with the
Securities and Exchange  Commission.  Each of said attorneys shall have power to
act hereunder with or without any other of said  attorneys,  and shall have full
power of substitution and resubstitution. Each of said attorneys shall have full
power and  authority  to do and perform in the name and on behalf of each of the
undersigned,  in any and all  capacities,  every  act  whatsoever  requisite  or
necessary to be done in the  premises,  as fully and to all intents and purposes
as  each of the  undersigned  might  or  could  do in  person,  and  each of the
undersigned  hereby ratifies and approves the acts of said attorneys and each of
them.

                                       -3-
3133721.01

<PAGE>


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.


/s/ Frank T. Curtin                                /s/ Henry D. Sharpe, III
Frank T. Curtin, Director and                      Henry D. Sharpe, III
Chairman of the Board                              Director
President and Chief Executive Officer
(Principal Executive Officer)


/s/ Russell A. Boss                                /s/ John M. Nelson
Russell A. Boss                                    John M. Nelson
Director                                           Director


/s/ Howard K. Fuguet                               /s/ Paul R. Tregurtha
Howard K. Fuguet                                   Paul R. Tregurtha
Director                                           Director


/s/ Henry D. Sharpe, Jr.
Henry D. Sharpe, Jr.                               Enrico Albareto
Director                                           Director


/s/ Alberto de Benedictis
Alberto de Benedictis                              Vincenzo Cannatelli
Director                                           Director


/s/ Charles A. Junkunc                             /s/ Alfred J. Corso
Charles A. Junkunc                                 Alfred J. Corso
Vice President and Chief Financial                 Controller
Officer (Principal Financial Officer)             (Principal Accounting Officer)

                                       -4-
3133721.01

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S-8 FILING FOR BROWN & SHARPE", "secsgml_size_bytes": 7529}]
{"company-data": {"conformed-name": "BROWN & SHARPE MANUFACTURING CO /DE/", "cik": "0000014637", "assigned-sic": "3540", "irs-number": "050113140", "state-of-incorporation": "DE", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07733", "film-number": "96591725"}, "business-address": {"street1": "PO BOX 456", "street2": "PRECISION PK - 200 FRENCHTOWN RD", "city": "NORTH KINGSTOWN", "state": "RI", "zip": "02852", "phone": "4018862000"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      BROWN & SHARPE MANUFACTURING COMPANY
             (Exact Name of Registrant as specified in its charter)

              Delaware                                 05-0113140
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
  incorporation or organization)

   Precision Park, 200 Frenchtown Road, North Kingstown, Rhode Island 02852
   (Address of Principal Executive Offices)                      (Zip Code)

                           1989 Equity Incentive Plan
                            (Full title of the plan)

                               Charles A. Junkunc
                   Vice President and Chief Financial Officer
                      Brown & Sharpe Manufacturing Company
                       Precision Park, 200 Frenchtown Road
                       North Kingstown, Rhode Island 02852
                     (Name and address of agent for service)

                                 (401) 886-2000
        (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------

                                                       Proposed
                                                       maximum
                                   Proposed            aggregate    Amount of
Title of securities  Amount to be  maximum offering    offering   registration
to be registered     registered    price per share
price
fee
- -------------------------------------------------------------------------------

Class A Common        500,000           $9.69        $4,845,000      $1,671
Stock, $1.00 par
value
- -------------------------------------------------------------------------------
[FN]
(1)Estimated solely for the purpose of determining the registration fee pursuant
to Rule  457(h) on the basis of the  average  of the high and low  prices of the
Brown & Sharpe Class A Common Stock,  par value $1.00,  reported on the New York
Stock Exchange Composite Transactions Index on June 27, 1996.

(2)Includes  such number of Preferred  Stock Purchase  Rights as are issuable in
tandem with such shares of Common Stock.
[/FN]
                                       -1-
3133721.01
INCORPORATION BY REFERENCE

         Pursuant to Instruction E to Form S-8, the contents of the Registration
Statements  on Form S-8 of Brown & Sharpe  Manufacturing  Company filed with the
Securities and Exchange  Commission on September 5, 1989, file number  33-30927,
and on November 11, 1992,  file number  33-54496,  in each case as amended,  are
hereby incorporated by reference.

         The following  information is not included in the September 5, 1989 and
November 11, 1992 registration statements:

Item 8. Exhibits

Exhibit Number

        4.1      Bylaws of Brown & Sharpe Manufacturing Company, as amended
                 through July 29, 1994 (incorporated by reference to Exhibit 3.1
                 to the Form 10-Q for the quarter ended July 2, 1994)

        4.2      Amendment to Bylaws of Brown & Sharpe Manufacturing
                 Company (incorporated by reference to Exhibit 3 to the
                 Form 10-Q for the quarter ended October 1, 1994)

        5.2      Opinion of Ropes & Gray

       23.4      Consent of Coopers & Lybrand LLP

       23.5      Consent of Ernst & Young LLP

       23.6      Consent of Ropes & Gray is contained in their opinion filed
                 as Exhibit 5.2

                                       -2-
3133721.01
SIGNATURES AND POWER OF ATTORNEY

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Town of North  Kingstown,  State of Rhode  Island on July 2,
1996.

                                               BROWN & SHARPE MANUFACTURING
                                                   COMPANY

                                                By  /s/ Charles A. Junkunc
                                                    Charles A. Junkunc, Vice
                                                     President and Chief
                                                     Financial Officer

         We,  the   undersigned   officers  and  directors  of  Brown  &  Sharpe
Manufacturing Company,  hereby severally constitute and appoint Frank T. Curtin,
and Charles A Junkunc, and each of them singly, our true and lawful attorneys or
attorney to execute in our names, in the capacities indicated below, any and all
amendments  to this  Registration  Statement  on Form S-8,  and all  instruments
necessary or incidental in connection  therewith,  and to file the same with the
Securities and Exchange  Commission.  Each of said attorneys shall have power to
act hereunder with or without any other of said  attorneys,  and shall have full
power of substitution and resubstitution. Each of said attorneys shall have full
power and  authority  to do and perform in the name and on behalf of each of the
undersigned,  in any and all  capacities,  every  act  whatsoever  requisite  or
necessary to be done in the  premises,  as fully and to all intents and purposes
as  each of the  undersigned  might  or  could  do in  person,  and  each of the
undersigned  hereby ratifies and approves the acts of said attorneys and each of
them.

                                       -3-
3133721.01
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

/s/ Frank T. Curtin                                /s/ Henry D. Sharpe, III
Frank T. Curtin, Director and                      Henry D. Sharpe, III
Chairman of the Board                              Director
President and Chief Executive Officer
(Principal Executive Officer)

/s/ Russell A. Boss                                /s/ John M. Nelson
Russell A. Boss                                    John M. Nelson
Director                                           Director

/s/ Howard K. Fuguet                               /s/ Paul R. Tregurtha
Howard K. Fuguet                                   Paul R. Tregurtha
Director                                           Director

/s/ Henry D. Sharpe, Jr.
Henry D. Sharpe, Jr.                               Enrico Albareto
Director                                           Director

/s/ Alberto de Benedictis
Alberto de Benedictis                              Vincenzo Cannatelli
Director                                           Director

/s/ Charles A. Junkunc                             /s/ Alfred J. Corso
Charles A. Junkunc                                 Alfred J. Corso
Vice President and Chief Financial                 Controller
Officer (Principal Financial Officer)             (Principal Accounting Officer)

                                       -4-
3133721.01