Registration No. 333-
      As filed with the Securities and Exchange Commission on July 24, 1997
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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
Incorporation or Organization)                            Identification No.)

                       Precision Park, 200 Frenchtown Road
                       North Kingstown, Rhode Island 02852
          (Address of Principal Executive Offices, including 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 Kingston, Rhode Island 02852
                                 (401) 886-2000
            (Name, Address and Telephone Number of Agent for Service)
<TABLE>
<CAPTION>
                           CALCULATION OF REGISTRATION FEE

<S>                        <C>                   <C>                     <C>                     <C>    
                                                 Proposed maximum        Proposed maximum
Title of securities         Amount to be         offering price per      aggregate offering       Amount of
to be registered            registered(1)        share(1)(2)             price(1)(2)              registration fee(4)
Class A Common Stock,       650,000              $13.07                  $8,495,500               $2,575
par value $1.00
per share(3); and
Class B Common Stock,       650,000
par value $1.00 per share
</TABLE>

     (1) No more than 650,000  shares of Class A Common Stock and Class B Common
Stock in the aggregate may be issued.
     (2) 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 July 22, 1997.
     (3) Includes such number of Preferred Stock Purchase Rights as are issuable
     in tandem with such shares of Common Stock.  
     (4) Calculated on the basis of 650,000 shares of Class A Common Stock, par 
value $1.00 per share,  because no market exists for the shares of Class B 
Common Stock,  par value  $1.00 per share,  which  shares of Class B Common  
Stock  are  convertible  into  shares  of  Class  A  Common  Stock  on a one-for
-one basis.


--------------------------------------------------------------------------------
                                    Page 1 of
                              Exhibit Index at Page

                                       -I-
<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


NOTE:      The document(s) containing the information required by Item 1 of this
           Form S-8 and the statement of availability of Registrant information,
           and other information required by Item 2 of this Form will be sent or
           given to employees as specified by Rule 428 under the Securities
           Act of 1933, as amended (the "Securities Act").  In accordance with 
           Rule 428 and the requirements of Part I of Form S-8, such documents 
           are not being filed with the Securities and Exchange Commission (the 
           "Commission") either as part of this Registration Statement or as 
           prospectuses or prospectus supplements pursuant to Rule 424. Brown & 
           Sharpe Manufacturing Company (the "Registrant") shall maintain a file
           of such documents in accordance with the provisions of Rules 428.  
           Upon request, the Registrant shall furnish to the Commission or its 
           staff a copy of any or all of the documents included in such file.

                                       I-1


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         The Registrant hereby  incorporates the following documents herein by
reference:

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended  December 31, 1996, as filed with the Commission on March 28, 1997 and the
Registrant's  Amendment No. 1 to the Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996, as filed with the Commission on June 27, 1997.

         (b) The  Registrant's  Quarterly  Report on Form 10-Q for the  quarter
ended March 31, 1997, as filed with the Commission May 13, 1997.

         (c) The information under the caption "Description of Capital Stock" on
pages 22 and 23 in the Company's Prospectus dated October 1, 1980 filed pursuant
to Rule 424(b) under the Securities Act of 1933, and any amendments or reports 
which have been or will be filed in the future for the purpose of updating such 
information.

         (d) The description of the Registrant's  Class B Common Stock included
in the Registrant's  effective registration statement on Form 8-A, as filed with
the Commission on April 28, 1988.

All other documents  subsequently filed by the Registrant  pursuant to Sections 
13(a), 13(c),  14 and 15 of the  Exchange  Act prior to the filing of a  
post-effective amendment to this  Registration  Statement  that  indicates  that
all securities offered  have been  sold or which  deregisters  all  securities  
then  remaining unsold, shall be deemed incorporated herein by reference from 
the date of filing of such documents.


                                      II-2

<PAGE>



Item 6.   Indemnification of Directors and Officers.
          ------------------------------------------

         Section  148 of  Subchapter  IV of the General  Corporation  Law of the
State of Delaware provides the following:

                (a) A  corporation  shall have the power to indemnify any person
         who  was or is a party  or is  threatened  to be  made a  party  to any
         threatened,  pending or completed action,  suit or proceeding,  whether
         civil, criminal,  administrative or investigative (other than an action
         by or in the right of the corporation) by reason of the fact that he is
         or was a director, officer, employee or agent of the corporation, or is
         or  was  serving  at the  request  of the  corporation  as a  director,
         officer, employee or agent of another corporation,  partnership,  joint
         venture,  trust  or  other  enterprise,   against  expenses  (including
         attorneys'  fees),  judgments,  fines and  amounts  paid in  settlement
         actually  and  reasonably  incurred  by him  in  connection  with  such
         actions,  suit or  proceeding if he acted in good faith and in a manner
         he reasonably believed to be in or not opposed to the best interests of
         the   corporation,   and,  with  respect  to  any  criminal  action  or
         proceeding,  had  no  reasonable  cause  to  believe  his  conduct  was
         unlawful.  The  termination  of  any  action,  suit  or  proceeding  by
         judgment,  order,  settlement,  conviction,  or  upon  a plea  of  nolo
         contendere  or  its  equivalent,   shall  not,  of  itself,   create  a
         presumption  that the  person did not act in good faith and in a manner
         which  he  reasonably  believed  to be in or not  opposed  to the  best
         interests of the corporation,  and, with respect to any criminal action
         or  proceeding,  had  reasonable  cause to believe that his conduct was
         unlawful.

                (b) A  corporation  shall have the power to indemnify any person
         who  was or is a party  or is  threatened  to be  made a  party  to any
         threatened, pending or completed action, suit by or in the right of the
         corporation  to procure a  judgment  in its favor by reason of the fact
         that  he is or  was a  director,  officer,  employee  or  agent  of the
         corporation,  or is or was serving at the request of the corporation as
         a  director,   officer,  employee  or  agent  of  another  corporation,
         partnership,  joint venture, trust or other enterprise against expenses
         (including  attorneys' fees) actually and reasonably incurred by him in
         connection  with the defense or settlement of such action or suit if he
         acted in good faith and in a manner he reasonably  believed to be in or
         not opposed to the best interests of the corporation and except that no
         indemnification  shall be made in respect of any claim, issue or matter
         as to which such  person  shall have been  adjudged to be liable to the
         corporation unless and only to the extent that the Court of Chancery or
         the court in which such action or suit was brought shall determine upon
         application that,  despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper.

                (c) To the extent that a director, officer, employee or agent of
         a corporation has been successful on the merits or otherwise in defense
         of any action,  suit or proceeding  referred to in subsections  (a) and
         (b), or in defense of any claim,  issue or matter therein,  he shall be
         indemnified against expenses  (including  attorneys' fees) actually and
         reasonably incurred by him in connection therewith.

                (d) Any  indemnification  under  subsections (a) and (b) (unless
         ordered by a court) shall be made by the corporation only as authorized
         in the specific case upon a determination  that  indemnification of the
         director,  officer,  employee  or agent is proper in the  circumstances
         because he has met the  applicable  standard  of  conduct  set forth in
         subsections  (a) and  (b).  Such  determination  shall be made (1) by a
         majority vote of the directors who are not parties to such action, suit
         or proceeding,  even though less than a quorum,  or (2) if there are no
         such

                                      II-3


<PAGE>



         directors, or if such directors so direct, by independent legal counsel
         in a written opinion, or (3) by the stockholders.

                (e) Expenses (including  attorneys' fees) incurred by an officer
         or  director  in  defending  any civil,  criminal,  administrative,  or
         investigative action, suit or proceeding may be paid by the corporation
         in advance of the final disposition of such action,  suit or proceeding
         upon  receipt of an  undertaking  by or on behalf of such  director  or
         officer to repay such amount if it shall  ultimately be determined that
         he is not entitled to be indemnified  by the  corporation as authorized
         in this Section.  Such expenses (including attorneys' fees) incurred by
         other  employees  and  agents  may  be so  paid  upon  such  terms  and
         conditions, if any, as the board of directors deems appropriate.

                (f) The indemnification and advancement of expenses provided by,
         or granted pursuant to, the other subsections of this section shall not
         be  deemed  exclusive  of any  other  rights  to  which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         by-law,  agreement,  vote of stockholders or disinterested directors or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office.

                (g) A corporation  shall have the power to purchase and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee  of  agent or the  corporation,  or is or was  serving  at the
         request of the corporation as a director, officer, employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise  against any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under the provisions of this section.

                (h)  For   purposes  of  this   Section,   references   to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same position  under the  provisions of
         this Section with respect to the resulting or surviving  corporation as
         he would  have with  respect  to such  constituent  corporation  if its
         separate existence had continued.

                (i)  For  purposes  of  this   Section,   references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to an employee  benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  an  employee  benefit  plan,  its  participants,  or
         beneficiaries;  and a person who acted in good faith and in a manner he
         reasonably  believed  to be in the  interest  of the  participants  and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this Section.

                (j) The indemnification and advancement of expenses provided by,
         or granted pursuant to, this section shall,  unless otherwise  provided
         when authorized or ratified, continue as to a

                                      II-4


<PAGE>



         person who has ceased to be a director,  officer, employee or agent and
         shall inure to the benefit of the heirs,  executors and  administrators
         of such a person.

                (k) The  Court of  Chancery  is  hereby  vested  with  exclusive
         jurisdiction  to hear and  determine  all  actions for  advancement  of
         expenses or  indemnification  brought  under this  section or under any
         bylaw, agreement,  vote of stockholders or disinterested  directors, or
         otherwise.   The  Court  of   Chancery   may   summarily   determine  a
         corporation's  obligation  to advance  expenses  (including  attorneys'
         fees).

         Section 10 of the Registrant's By-Laws provides the following:

                This  corporation  shall,  to the maximum extent  permitted from
                time to time under the law of the State of  Delaware,  indemnify
                and upon request shall advance  expenses to any person who is or
                was a  party  or is  threatened  to  be  made  a  party  to  any
                threatened,  pending or completed  action,  suit,  proceeding or
                claim, whether civil, criminal, administrative or investigative,
                by reason of the fact that such  person is or was or has  agreed
                to be a director or officer of this corporation or any direct or
                indirect  subsidiaries  of this  corporation,  or  while  such a
                director  or  officer is or was  serving at the  request of this
                corporation as a director,  officer,  partner, trustee, employee
                or agent of any corporation,  partnership,  joint venture, trust
                or other enterprise,  including service with respect to employee
                benefit plans,  against expenses (including  attorney's fees and
                expenses),  judgments,  fines,  penalties  and  amounts  paid in
                settlement   incurred  in  connection  with  the  investigation,
                preparation   to  defend  or  defense  of  such  action,   suit,
                proceeding or claim; provided, however, that the foregoing shall
                not require this corporation to indemnify or advance expenses to
                any person in  connection  with any  action,  suit,  proceeding,
                claim or counterclaim  initiated by or on behalf of such person.
                Such   indemnification   shall   not  be   exclusive   of  other
                indemnification rights arising under any By-Law, agreement, vote
                of directors or stockholders or otherwise and shall inure to the
                benefit of the heirs and legal  representatives  of such person.
                Any person seeking  indemnification  under this Section 10 shall
                be deemed to have met the standard of conduct  required for such
                indemnification unless the contrary shall be established.

         The Registrant has entered into separate Indemnity Agreements with each
of the following directors and officers of the Registrant:  James W. Hayes, III,
dated May 1, 1987; John M. Nelson,  dated May 1, 1987; Paul R. Tregurtha,  dated
May 1, 1987; Russell A. Boss, dated May 1, 1990; Howard K. Fuguet,  dated May 1,
1990;  Antonio  Aparicio,  dated May 1, 1992; C. John Cooke,  dated May 1, 1992;
Charles A. Junkunc, dated May 1, 1992; Karl J. Lenz, dated May 1, 1992; Henry D.
Sharpe,  III, dated May 1, 1992; Frank T. Curtin,  dated May 3, 1995;  Alfred J.
Corso,  dated May 3, 1995;  James W. Cooper,  dated  August 19, 1996;  Edward J.
LaGraize, dated August 21, 1996; Harry A. Hammerly, dated October 25, 1996; John
Robert Held,  dated October 25, 1996;  Roger E. Levien,  dated October 25, 1996;
Marcus  Burton,  dated  January 1, 1997;  Sergio  Cappa,  dated January 1, 1997;
Christopher J. Garcia, dated January 1, 1997; Edward D. DiLuigi,  dated June 16,
1997; and, Les W. Sgnilek, dated July 7, 1997.

                In addition, the Registrant maintains a directors' and officers'
liability insurance policy.


                                      II-5


<PAGE>



Item 8.  Exhibits.
         ---------

Exhibit No.         Description
-----------         -----------

4.                  The  Registrant  hereby agrees to furnish to the  Commission
                    upon request  copies of any long-term debt  instruments  not
                    filed herewith  because the securities  authorized under any
                    such instrument do not exceed ten percent of total assets of
                    the Registrant and its Consolidated Subsidiaries.

5.                  Opinion of Ropes & Gray.

23.1.               Consent of Ropes & Gray (contained in its opinion filed as 
                    Exhibit 5 hereto).

23.2.               Consent of Ernst & Young LLP.

23.3.               Consent of Coopers & Lybrand L.L.P.

24.                 Power of Attorney (contained in Part II hereof under 
                    "Signatures and Power of Attorney").

Item 9.   Undertakings.
          -------------

         (a)    The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

            (i) To include any prospectus required by Section 10(a)(3) of the 
Securities Act of 1933;

            (ii) To reflect in the  prospectus any facts or events arising after
the  effective  date  of  the   Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof),  which,  individually  or in the aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement;

            (iii) To include any material  information  with respect to the plan
of distribution not previously  disclosed in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  shall  not  apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934

                                      II-6


<PAGE>



that are incorporated by reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-7


<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 this day of
July 24, 1997.

                                          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.

                                      II-8


<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/ Harry A. Hammerly                                 /s/ Roger E. Levien
---------------------------------------               --------------------------
Harry A. Hammerly                                     Roger E. Levien
Director                                              Director


/s/ J. Robert Held                                    /s/ Alfred J. Corso
---------------------------------------               --------------------------
J. Robert Held                                        Alfred J. Corso
Director                                              Controller
                                                      (Principal Accounting 
                                                      Officer)


/s/ Charles A. Junkunc
---------------------------------------
Charles A. Junkunc
Vice President and Chief Financial
Officer (Principal Financial Officer)

                                      II-9


<PAGE>


                                  EXHIBIT INDEX


Exhibit List

Exhibit No.      Description
-----------      -----------

4.       The Registrant  hereby agrees to furnish to the Commission upon request
         copies of any long-term debt instruments not filed herewith because the
         securities  authorized  under any such  instrument  do not  exceed  ten
         percent  of  total  assets  of  the  Registrant  and  its  Consolidated
         Subsidiaries.

5.       Opinion of Ropes & Gray.

23.1.    Consent of Ropes & Gray (contained in its opinion filed as Exhibit 5
         hereto).

23.2.    Consent of Ernst & Young LLP.

23.3.    Consent of Coopers & Lybrand L.L.P.

24.      Power of Attorney (contained in Part II hereof under "Signatures and 
         Power of Attorney").

                                      II-10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 30200}]
{"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": "333-32017", "film-number": "97645029"}, "business-address": {"street1": "PO BOX 456", "street2": "PRECISION PK - 200 FRENCHTOWN RD", "city": "NORTH KINGSTOWN", "state": "RI", "zip": "02852", "phone": "4018862000"}}
Registration No. 333-
      As filed with the Securities and Exchange Commission on July 24, 1997
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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
Incorporation or Organization)                            Identification No.)

                       Precision Park, 200 Frenchtown Road
                       North Kingstown, Rhode Island 02852
          (Address of Principal Executive Offices, including 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 Kingston, Rhode Island 02852
                                 (401) 886-2000
            (Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed maximum        Proposed maximum
Title of securities         Amount to be         offering price per      aggregate offering       Amount of
to be registered            registered(1)        share(1)(2)             price(1)(2)              registration fee(4)
Class A Common Stock,       650,000              $13.07                  $8,495,500               $2,575
par value $1.00
per share(3); and
Class B Common Stock,       650,000
par value $1.00 per share
(1) No more than 650,000  shares of Class A Common Stock and Class B Common
Stock in the aggregate may be issued.
     (2) 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 July 22, 1997.
     (3) Includes such number of Preferred Stock Purchase Rights as are issuable
     in tandem with such shares of Common Stock.  
     (4) Calculated on the basis of 650,000 shares of Class A Common Stock, par 
value $1.00 per share,  because no market exists for the shares of Class B 
Common Stock,  par value  $1.00 per share,  which  shares of Class B Common  
Stock  are  convertible  into  shares  of  Class  A  Common  Stock  on a one-for
-one basis.

--------------------------------------------------------------------------------
                                    Page 1 of
                              Exhibit Index at Page

                                       -I-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

NOTE:      The document(s) containing the information required by Item 1 of this
           Form S-8 and the statement of availability of Registrant information,
           and other information required by Item 2 of this Form will be sent or
           given to employees as specified by Rule 428 under the Securities
           Act of 1933, as amended (the "Securities Act").  In accordance with 
           Rule 428 and the requirements of Part I of Form S-8, such documents 
           are not being filed with the Securities and Exchange Commission (the 
           "Commission") either as part of this Registration Statement or as 
           prospectuses or prospectus supplements pursuant to Rule 424. Brown & 
           Sharpe Manufacturing Company (the "Registrant") shall maintain a file
           of such documents in accordance with the provisions of Rules 428.  
           Upon request, the Registrant shall furnish to the Commission or its 
           staff a copy of any or all of the documents included in such file.

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         The Registrant hereby  incorporates the following documents herein by
reference:

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended  December 31, 1996, as filed with the Commission on March 28, 1997 and the
Registrant's  Amendment No. 1 to the Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996, as filed with the Commission on June 27, 1997.

         (b) The  Registrant's  Quarterly  Report on Form 10-Q for the  quarter
ended March 31, 1997, as filed with the Commission May 13, 1997.

         (c) The information under the caption "Description of Capital Stock" on
pages 22 and 23 in the Company's Prospectus dated October 1, 1980 filed pursuant
to Rule 424(b) under the Securities Act of 1933, and any amendments or reports 
which have been or will be filed in the future for the purpose of updating such 
information.

         (d) The description of the Registrant's  Class B Common Stock included
in the Registrant's  effective registration statement on Form 8-A, as filed with
the Commission on April 28, 1988.

All other documents  subsequently filed by the Registrant  pursuant to Sections 
13(a), 13(c),  14 and 15 of the  Exchange  Act prior to the filing of a  
post-effective amendment to this  Registration  Statement  that  indicates  that
all securities offered  have been  sold or which  deregisters  all  securities  
then  remaining unsold, shall be deemed incorporated herein by reference from 
the date of filing of such documents.

                                      II-2
Item 6.   Indemnification of Directors and Officers.
          ------------------------------------------

         Section  148 of  Subchapter  IV of the General  Corporation  Law of the
State of Delaware provides the following:

                (a) A  corporation  shall have the power to indemnify any person
         who  was or is a party  or is  threatened  to be  made a  party  to any
         threatened,  pending or completed action,  suit or proceeding,  whether
         civil, criminal,  administrative or investigative (other than an action
         by or in the right of the corporation) by reason of the fact that he is
         or was a director, officer, employee or agent of the corporation, or is
         or  was  serving  at the  request  of the  corporation  as a  director,
         officer, employee or agent of another corporation,  partnership,  joint
         venture,  trust  or  other  enterprise,   against  expenses  (including
         attorneys'  fees),  judgments,  fines and  amounts  paid in  settlement
         actually  and  reasonably  incurred  by him  in  connection  with  such
         actions,  suit or  proceeding if he acted in good faith and in a manner
         he reasonably believed to be in or not opposed to the best interests of
         the   corporation,   and,  with  respect  to  any  criminal  action  or
         proceeding,  had  no  reasonable  cause  to  believe  his  conduct  was
         unlawful.  The  termination  of  any  action,  suit  or  proceeding  by
         judgment,  order,  settlement,  conviction,  or  upon  a plea  of  nolo
         contendere  or  its  equivalent,   shall  not,  of  itself,   create  a
         presumption  that the  person did not act in good faith and in a manner
         which  he  reasonably  believed  to be in or not  opposed  to the  best
         interests of the corporation,  and, with respect to any criminal action
         or  proceeding,  had  reasonable  cause to believe that his conduct was
         unlawful.

                (b) A  corporation  shall have the power to indemnify any person
         who  was or is a party  or is  threatened  to be  made a  party  to any
         threatened, pending or completed action, suit by or in the right of the
         corporation  to procure a  judgment  in its favor by reason of the fact
         that  he is or  was a  director,  officer,  employee  or  agent  of the
         corporation,  or is or was serving at the request of the corporation as
         a  director,   officer,  employee  or  agent  of  another  corporation,
         partnership,  joint venture, trust or other enterprise against expenses
         (including  attorneys' fees) actually and reasonably incurred by him in
         connection  with the defense or settlement of such action or suit if he
         acted in good faith and in a manner he reasonably  believed to be in or
         not opposed to the best interests of the corporation and except that no
         indemnification  shall be made in respect of any claim, issue or matter
         as to which such  person  shall have been  adjudged to be liable to the
         corporation unless and only to the extent that the Court of Chancery or
         the court in which such action or suit was brought shall determine upon
         application that,  despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper.

                (c) To the extent that a director, officer, employee or agent of
         a corporation has been successful on the merits or otherwise in defense
         of any action,  suit or proceeding  referred to in subsections  (a) and
         (b), or in defense of any claim,  issue or matter therein,  he shall be
         indemnified against expenses  (including  attorneys' fees) actually and
         reasonably incurred by him in connection therewith.

                (d) Any  indemnification  under  subsections (a) and (b) (unless
         ordered by a court) shall be made by the corporation only as authorized
         in the specific case upon a determination  that  indemnification of the
         director,  officer,  employee  or agent is proper in the  circumstances
         because he has met the  applicable  standard  of  conduct  set forth in
         subsections  (a) and  (b).  Such  determination  shall be made (1) by a
         majority vote of the directors who are not parties to such action, suit
         or proceeding,  even though less than a quorum,  or (2) if there are no
         such

                                      II-3
directors, or if such directors so direct, by independent legal counsel
         in a written opinion, or (3) by the stockholders.

                (e) Expenses (including  attorneys' fees) incurred by an officer
         or  director  in  defending  any civil,  criminal,  administrative,  or
         investigative action, suit or proceeding may be paid by the corporation
         in advance of the final disposition of such action,  suit or proceeding
         upon  receipt of an  undertaking  by or on behalf of such  director  or
         officer to repay such amount if it shall  ultimately be determined that
         he is not entitled to be indemnified  by the  corporation as authorized
         in this Section.  Such expenses (including attorneys' fees) incurred by
         other  employees  and  agents  may  be so  paid  upon  such  terms  and
         conditions, if any, as the board of directors deems appropriate.

                (f) The indemnification and advancement of expenses provided by,
         or granted pursuant to, the other subsections of this section shall not
         be  deemed  exclusive  of any  other  rights  to  which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         by-law,  agreement,  vote of stockholders or disinterested directors or
         otherwise,  both as to action in his official capacity and as to action
         in another capacity while holding such office.

                (g) A corporation  shall have the power to purchase and maintain
         insurance  on behalf of any person who is or was a  director,  officer,
         employee  of  agent or the  corporation,  or is or was  serving  at the
         request of the corporation as a director, officer, employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise  against any liability  asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the  corporation  would have the power to indemnify  him against
         such liability under the provisions of this section.

                (h)  For   purposes  of  this   Section,   references   to  "the
         corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same position  under the  provisions of
         this Section with respect to the resulting or surviving  corporation as
         he would  have with  respect  to such  constituent  corporation  if its
         separate existence had continued.

                (i)  For  purposes  of  this   Section,   references  to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to an employee  benefit plan; and references to "serving at the
         request of the  corporation"  shall  include any service as a director,
         officer,  employee or agent of the corporation which imposes duties on,
         or involves  services by, such director,  officer,  employee,  or agent
         with  respect  to  an  employee  benefit  plan,  its  participants,  or
         beneficiaries;  and a person who acted in good faith and in a manner he
         reasonably  believed  to be in the  interest  of the  participants  and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the  corporation"  as
         referred to in this Section.

                (j) The indemnification and advancement of expenses provided by,
         or granted pursuant to, this section shall,  unless otherwise  provided
         when authorized or ratified, continue as to a

                                      II-4
person who has ceased to be a director,  officer, employee or agent and
         shall inure to the benefit of the heirs,  executors and  administrators
         of such a person.

                (k) The  Court of  Chancery  is  hereby  vested  with  exclusive
         jurisdiction  to hear and  determine  all  actions for  advancement  of
         expenses or  indemnification  brought  under this  section or under any
         bylaw, agreement,  vote of stockholders or disinterested  directors, or
         otherwise.   The  Court  of   Chancery   may   summarily   determine  a
         corporation's  obligation  to advance  expenses  (including  attorneys'
         fees).

         Section 10 of the Registrant's By-Laws provides the following:

                This  corporation  shall,  to the maximum extent  permitted from
                time to time under the law of the State of  Delaware,  indemnify
                and upon request shall advance  expenses to any person who is or
                was a  party  or is  threatened  to  be  made  a  party  to  any
                threatened,  pending or completed  action,  suit,  proceeding or
                claim, whether civil, criminal, administrative or investigative,
                by reason of the fact that such  person is or was or has  agreed
                to be a director or officer of this corporation or any direct or
                indirect  subsidiaries  of this  corporation,  or  while  such a
                director  or  officer is or was  serving at the  request of this
                corporation as a director,  officer,  partner, trustee, employee
                or agent of any corporation,  partnership,  joint venture, trust
                or other enterprise,  including service with respect to employee
                benefit plans,  against expenses (including  attorney's fees and
                expenses),  judgments,  fines,  penalties  and  amounts  paid in
                settlement   incurred  in  connection  with  the  investigation,
                preparation   to  defend  or  defense  of  such  action,   suit,
                proceeding or claim; provided, however, that the foregoing shall
                not require this corporation to indemnify or advance expenses to
                any person in  connection  with any  action,  suit,  proceeding,
                claim or counterclaim  initiated by or on behalf of such person.
                Such   indemnification   shall   not  be   exclusive   of  other
                indemnification rights arising under any By-Law, agreement, vote
                of directors or stockholders or otherwise and shall inure to the
                benefit of the heirs and legal  representatives  of such person.
                Any person seeking  indemnification  under this Section 10 shall
                be deemed to have met the standard of conduct  required for such
                indemnification unless the contrary shall be established.

         The Registrant has entered into separate Indemnity Agreements with each
of the following directors and officers of the Registrant:  James W. Hayes, III,
dated May 1, 1987; John M. Nelson,  dated May 1, 1987; Paul R. Tregurtha,  dated
May 1, 1987; Russell A. Boss, dated May 1, 1990; Howard K. Fuguet,  dated May 1,
1990;  Antonio  Aparicio,  dated May 1, 1992; C. John Cooke,  dated May 1, 1992;
Charles A. Junkunc, dated May 1, 1992; Karl J. Lenz, dated May 1, 1992; Henry D.
Sharpe,  III, dated May 1, 1992; Frank T. Curtin,  dated May 3, 1995;  Alfred J.
Corso,  dated May 3, 1995;  James W. Cooper,  dated  August 19, 1996;  Edward J.
LaGraize, dated August 21, 1996; Harry A. Hammerly, dated October 25, 1996; John
Robert Held,  dated October 25, 1996;  Roger E. Levien,  dated October 25, 1996;
Marcus  Burton,  dated  January 1, 1997;  Sergio  Cappa,  dated January 1, 1997;
Christopher J. Garcia, dated January 1, 1997; Edward D. DiLuigi,  dated June 16,
1997; and, Les W. Sgnilek, dated July 7, 1997.

                In addition, the Registrant maintains a directors' and officers'
liability insurance policy.

                                      II-5
Item 8.  Exhibits.
         ---------

Exhibit No.         Description
-----------         -----------

4.                  The  Registrant  hereby agrees to furnish to the  Commission
                    upon request  copies of any long-term debt  instruments  not
                    filed herewith  because the securities  authorized under any
                    such instrument do not exceed ten percent of total assets of
                    the Registrant and its Consolidated Subsidiaries.

5.                  Opinion of Ropes & Gray.

23.1.               Consent of Ropes & Gray (contained in its opinion filed as 
                    Exhibit 5 hereto).

23.2.               Consent of Ernst & Young LLP.

23.3.               Consent of Coopers & Lybrand L.L.P.

24.                 Power of Attorney (contained in Part II hereof under 
                    "Signatures and Power of Attorney").

Item 9.   Undertakings.
          -------------

         (a)    The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

            (i) To include any prospectus required by Section 10(a)(3) of the 
Securities Act of 1933;

            (ii) To reflect in the  prospectus any facts or events arising after
the  effective  date  of  the   Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof),  which,  individually  or in the aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement;

            (iii) To include any material  information  with respect to the plan
of distribution not previously  disclosed in the  Registration  Statement or any
material change to such  information in the  Registration  Statement;  provided,
however,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  shall  not  apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934

                                      II-6
that are incorporated by reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-7
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 this day of
July 24, 1997.

                                          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.

                                      II-8
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/ Harry A. Hammerly                                 /s/ Roger E. Levien
---------------------------------------               --------------------------
Harry A. Hammerly                                     Roger E. Levien
Director                                              Director

/s/ J. Robert Held                                    /s/ Alfred J. Corso
---------------------------------------               --------------------------
J. Robert Held                                        Alfred J. Corso
Director                                              Controller
                                                      (Principal Accounting 
                                                      Officer)

/s/ Charles A. Junkunc
---------------------------------------
Charles A. Junkunc
Vice President and Chief Financial
Officer (Principal Financial Officer)

                                      II-9
EXHIBIT INDEX

Exhibit List

Exhibit No.      Description
-----------      -----------

4.       The Registrant  hereby agrees to furnish to the Commission upon request
         copies of any long-term debt instruments not filed herewith because the
         securities  authorized  under any such  instrument  do not  exceed  ten
         percent  of  total  assets  of  the  Registrant  and  its  Consolidated
         Subsidiaries.

5.       Opinion of Ropes & Gray.

23.1.    Consent of Ropes & Gray (contained in its opinion filed as Exhibit 5
         hereto).

23.2.    Consent of Ernst & Young LLP.

23.3.    Consent of Coopers & Lybrand L.L.P.

24.      Power of Attorney (contained in Part II hereof under "Signatures and 
         Power of Attorney").

                                      II-10