<PAGE>   1
                                                      Registration No. 333-_____

     As filed with the Securities and Exchange Commission on August 2, 2000
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                          BRIGGS & STRATTON CORPORATION
             (Exact name of registrant as specified in its charter)

              WISCONSIN                                    39-0182330
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                      Identification No.)

       12301 West Wirth Street
        Wauwatosa, Wisconsin                                  53222
(Address of Principal Executive Offices)                   (ZIP Code)

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

                        THE BRIGGS & STRATTON CORPORATION
                              AMENDED AND RESTATED
                              STOCK INCENTIVE PLAN
                            (Full title of the plan)

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





               ROBERT F. HEATH                               Copy to:
               General Counsel                          BRUCE C. DAVIDSON
         Briggs & Stratton Corporation                  Quarles & Brady LLP
           12301 West Wirth Street                  411 East Wisconsin Avenue
         Wauwatosa, Wisconsin 53222                 Milwaukee, Wisconsin 53202


                     (Name and address of agent for service)

                                 (414) 259-5333
          (Telephone number, including area code, of agent for service)


<PAGE>   2





<TABLE>
<CAPTION>
                                                                                    Proposed
                                                              Proposed               Maximum
  Title of Securities                                          Maximum              Aggregate          Amount of
         to be                      Amount to be           Offering Price           Offering         Registration
      Registered                    Registered(1)             Per Share             Price(2)              Fee
<S>                                 <C>                    <C>                      <C>              <C>
Common Stock,
par value $0.01 per share,
with attached Common Share        2,000,000 shares
Purchase Rights                       and rights                 (2)               $67,625,000         $17,853
</TABLE>


(1)      Each share of common stock will have attached  thereto one common share
         purchase right issued pursuant to the  registrant's  Rights  Agreement.
         The Plan provides for possible adjustment of the number, price and kind
         of shares covered by options and other stock  incentive  awards granted
         or to be  granted  in the event of  certain  capital  or other  changes
         affecting the registrant's  common stock. This  registration  statement
         therefore covers, in addition to the above stated 2,000,000 shares (and
         associated rights),  an indeterminate  number of shares (and associated
         rights)  that  may  become  subject  to the  Plan by  means of any such
         adjustment.

(2)      The actual  offering  price per share will be  determined in accordance
         with the terms of the Plan; the Plan provides that the option price per
         share under a stock option granted  pursuant to the Plan shall be equal
         to the fair  market  value of the common  stock at the time of grant or
         such higher price as shall be determined by the committee administering
         the Plan.  To date,  no options  have been  granted with respect to the
         shares covered by this registration statement. Pursuant to Rule 457(h),
         the maximum aggregate offering price,  estimated solely for the purpose
         of computing  the  registration  fee, is based upon $33.8125 per share,
         which  is  the  average  of  the  high  and  low  sales  prices  of the
         registrant's common stock on the New York Stock Exchange Composite Tape
         on July 28, 2000. The value  attributable  to the common share purchase
         rights is reflected in the price of the common stock.

                                     *****
         This registration statement registers additional securities relating to
the  employee  benefit  plan  described  herein for which  earlier  registration
statements on Form S-8 have been filed, the most recent of which is Registration
No. 33-54357 filed on June 29, 1994,  registering  2,500,000 shares (as adjusted
for a subsequent  stock split),  which is and shall remain  effective  until the
remaining shares registered  thereby are sold. The registrant has elected not to
rely upon  General  Instruction  E to Form S-8,  which  permits the filing of an
abbreviated registration statement for the registration of additional securities
for an employee benefit plan for which an earlier S-8 registration  statement is
effective. Instead, this registration statement responds to all applicable items
of Form S-8.




<PAGE>   3





                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information  specified  in Part I of Form  S-8  (Items 1 and 2) will be
sent or given to Plan  participants  as  specified by Rule  428(b)(1)  under the
Securities Act of 1933.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  filed by Briggs & Stratton  Corporation  (the
"registrant")  (Commission  File No.  1-1370) with the  Securities  and Exchange
Commission  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 are incorporated herein by reference:

         o        Registrant's Annual Report on Form 10-K  for  the fiscal  year
                  ended June 27, 1999.

         o        Registrant's  Quarterly Reports on Form 10-Q for the quarterly
                  periods ended September 26, 1999, December 26, 1999, and March
                  26, 2000.

         o        Description of the registrant's  common stock contained in the
                  registrant's Registration Statement on Form 8-B, dated October
                  12, 1992,  and filed with the  Commission on October 14, 1992;
                  and any  amendment or report filed for the purpose of updating
                  such description.

         o        Description of the common share purchase  rights  contained in
                  the registrant's  Registration Statement on Form 8-A, dated as
                  of August 7, 1996,  and filed with the Commission on August 9,
                  1996;  and any  amendment  or report  filed for the purpose of
                  updating such description.


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

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes  hereof to the extent that a statement  contained  herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable. See third and fourth bullet points in Item 3 above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


                                      -1-
<PAGE>   4



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Briggs  &  Stratton  is  incorporated   under  the  Wisconsin  Business
Corporation Law (the "WBCL").

         Under Section 180.0851(1) of the WBCL, Briggs & Stratton is required to
indemnify a director or officer,  to the extent such person is successful on the
merits or otherwise in the defense of a proceeding,  for all reasonable expenses
incurred in the  proceeding  if such person was a party  because he or she was a
director or officer of Briggs & Stratton.  In all other cases, Briggs & Stratton
is required by Section  180.0851(2)  to indemnify a director or officer  against
liability  incurred in a proceeding  to which such person was a party because he
or she was a director or officer of Briggs & Stratton,  unless it is  determined
that he or she  breached  or failed to  perform a duty owed to Briggs & Stratton
and the breach or failure to perform constitutes:  (i) a willful failure to deal
fairly with Briggs & Stratton or its shareholders in connection with a matter in
which the  director  or officer  has a material  conflict  of  interest;  (ii) a
violation of criminal law,  unless the director or officer had reasonable  cause
to believe his or her conduct was lawful or no  reasonable  cause to believe his
or her conduct was  unlawful;  (iii) a  transaction  from which the  director or
officer derived an improper personal profit; or (iv) willful misconduct. Section
180.0858(1)  provides  that,  subject  to  certain  limitations,  the  mandatory
indemnification   provisions   do  not   preclude   any   additional   right  to
indemnification  or  allowance  of expenses  that a director or officer may have
under  Briggs &  Stratton's  Articles  of  Incorporation,  Bylaws,  any  written
agreement or a resolution of the Board of Directors or shareholders.

         Section  180.0859 of the WBCL  provides that it is the public policy of
the State of  Wisconsin  to  require  or permit  indemnification,  allowance  of
expenses  and  insurance  to the extent  required or  permitted  under  Sections
180.0850 to 180.0858 of the WBCL, for any liability  incurred in connection with
a proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.

         Section 180.0828 of the WBCL provides that, with certain exceptions,  a
director  is not  liable  to a  corporation,  its  shareholders,  or any  person
asserting rights on behalf of the corporation or its shareholders,  for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to  perform,  any duty  resulting  solely  from his or her
status as a  director,  unless the person  asserting  liability  proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.

         Under  Section  180.0833  of the WBCL,  directors  of Briggs & Stratton
against whom claims are asserted  with  respect to the  declaration  of improper
dividends or  distributions to shareholders or certain other improper acts which
they  approved are entitled to  contribution  from other  directors who approved
such actions and from  shareholders who knowingly  accepted an improper dividend
or distribution, as provided therein.

         Article VIII of Briggs & Stratton's  Bylaws  contains  provisions  that
generally parallel the indemnification  provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL.

         Directors  and officers of Briggs & Stratton are covered by  directors'
and  officers'  liability  insurance  under which they are  insured  (subject to
certain exceptions and limitations specified in the policy) against expenses and
liabilities  arising out of  proceedings  to which they are parties by reason of
being or having been directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Exhibit Index following the Signatures page(s) in this registration
statement, which Exhibit Index is incorporated herein by reference.


                                      -2-
<PAGE>   5



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.  Notwithstanding  the  foregoing,
                                    any   increase  or  decrease  in  volume  of
                                    securities  offered  (if  the  total  dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from  the low or high  end of the  estimated
                                    maximum  offering  range may be reflected in
                                    the  form  of  prospectus   filed  with  the
                                    Commission  pursuant  to Rule  424(b) if, in
                                    the  aggregate,  the  changes  in volume and
                                    price represent no more than a 20% change in
                                    the  maximum  aggregate  offering  price set
                                    forth in the  "Calculation  of  Registration
                                    Fee"  table  in the  effective  registration
                                    statement; and

                           (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  (1)(i)  and  (1)(ii)  do not apply if the
registration  statement is on Form S-3 or Form S-8, 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 Section 15(d) of the  Securities  Exchange Act of 1934
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  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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.

         (h)  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  provisions  referred to in Item 6 of
this registration statement, 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

                                      -3-
<PAGE>   6

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.


                                      -4-
<PAGE>   7
                                   SIGNATURES

         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 City of Milwaukee, State of Wisconsin, on August 2, 2000.

                      BRIGGS & STRATTON CORPORATION


                      By: /s/ James E. Brenn
                          --------------------
                             James E. Brenn
                             Senior Vice President and Chief Financial Officer

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

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints  Frederick P.  Stratton,  Jr., John S.
Shiely   and  James  E.   Brenn,   and  each  of  them,   his  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign any and all amendments to this Registration Statement,  and
to file the same, with all exhibits  thereto,  and other documents in connection
therewith, with the Securities and Exchange Commission, and any other regulatory
authority,  granting unto said  attorneys-in-fact  and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

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

         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.*


Signature and Title

/s/ Frederick P. Stratton, Jr.                /s/ E. Margie Filter
------------------------------                ------------------------------
    Frederick P. Stratton, Jr., Chairman            E. Margie Filter, Director
  and Chief Executive Officer and Director
       (Principal Executive Officer)          /s/ Peter A. Georgescu
                                              ------------------------------
                                                  Peter A. Georgescu, Director

/s/ James E. Brenn                            /s/ Robert J. O'Toole
------------------------------                ------------------------------
   James E. Brenn, Senior Vice President          Robert J. O'Toole, Director
         and Chief Financial Officer
       (Principal Financial Officer)          /s/ Clarence B. Rogers, Jr.
                                              ------------------------------
                                             Clarence B. Rogers, Jr., Director
/s/ Todd J. Teske
------------------------------
     Todd J. Teske, Controller
    (Principal Accounting Officer)           /s/ John S. Shiely
                                             ------------------------------
                                         John S. Shiely, President and Chief
                                             Operating Officer and Director
/s/ Jay H. Baker
------------------------------
     Jay H. Baker, Director                  /s/ Charles I. Story
                                             ------------------------------
                                                Charles I. Story, Director
/s/ Michael E. Batten
------------------------------
   Michael E. Batten, Director

* Each of these signatures is affixed as of August 2, 2000.

                                      S-1
<PAGE>   8



                          BRIGGS & STRATTON CORPORATION
                               (the "registrant")
                          (Commission File No. 1-1370)

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT



<TABLE>
<CAPTION>
                                                                   INCORPORATED HEREIN
   EXHIBIT NO.                 DESCRIPTION                           BY REFERENCE TO                  FILED HEREWITH
   -----------                 -----------                         -------------------                --------------
<S>                <C>                                   <C>                                          <C>
4.1                Articles of Incorporation of the      Exhibit 3.2 to the registrant's
                   registrant, as amended                Quarterly Report on Form 10-Q for the
                                                         quarter ended October 2, 1994

4.2                Bylaws of the registrant              Exhibit 3.2 to the registrant's
                                                         Registration Statement on Form 8-B
                                                         dated October 12, 1992

4.3                Rights Agreement dated as of August   Exhibit 4.1 to the registrant's
                   7, 1996, between Briggs & Stratton    Registration Statement on Form 8-A
                   Corporation and Firstar Trust         dated as of August 7, 1996
                   Company (now known as Firstar Bank,
                   N.A.) which includes the form of
                   Right Certificate as Exhibit A and
                   the Summary of Rights to Purchase
                   Common Shares as Exhibit B

4.4                Amended and Restated Stock            Exhibit A to the registrant's 1999
                   Incentive Plan                        Annual Meeting Proxy Statement

4.5                Amended and Restated Leveraged        Exhibit 10.7(c) to the registrant's
                   Stock Option Program                  Annual Report on Form 10-K for the
                                                         fiscal year ended June 27, 1999

4.6(a)             Director's Leveraged Stock Option     Exhibit 10.14 to the registrant's
                   Plan                                  Annual Report on Form 10-K for the
                                                         fiscal year ended June 29, 1997

4.6(b)             Amendment to Director's Leveraged     Exhibit 10.14(b) to the registrant's
                   Stock Option Plan                     Annual Report on Form 10-K for fiscal
                                                         year ended June 27, 1999

</TABLE>
                                      EI-1
<PAGE>   9


<TABLE>
<CAPTION>
                                                         INCORPORATED HEREIN         FILED
EXHIBIT NO.        DESCRIPTION                           BY REFERENCE TO             HEREWITH
-----------        -----------                           -------------------         --------
<S>                <C>                                   <C>                         <C>
5                  Opinion of Quarles & Brady LLP as                                 X
                   to the legality of the  securities
                   being  registered (to the extent such
                   securities may be original  issuance
                   or treasury shares as opposed to
                   market purchase shares)

23.1               Consent of Arthur Andersen LLP                                    X

23.2               Consent of Quarles & Brady LLP                                    Contained in Opinion
                                                                                     filed as Exhibit 5

24                 Power of Attorney                                                 Contained in
                                                                                     Signatures Page to
                                                                                     this Registration
                                                                                     Statement
</TABLE>







                                      EI-2
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{"company-data": {"conformed-name": "BRIGGS & STRATTON CORP", "cik": "0000014195", "assigned-sic": "3510", "irs-number": "390182330", "state-of-incorporation": "WI", "fiscal-year-end": "0627"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42842", "film-number": "684414"}, "business-address": {"street1": "12301 W WIRTH ST", "city": "WAUWATOSA", "state": "WI", "zip": "53222", "phone": "4142595333"}, "mail-address": {"street1": "P O  BOX 702", "city": "MILWAUKEE", "state": "WI", "zip": "53201"}}
1
                                                      Registration No. 333-_____

     As filed with the Securities and Exchange Commission on August 2, 2000
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                          BRIGGS & STRATTON CORPORATION
             (Exact name of registrant as specified in its charter)

              WISCONSIN                                    39-0182330
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                      Identification No.)

       12301 West Wirth Street
        Wauwatosa, Wisconsin                                  53222
(Address of Principal Executive Offices)                   (ZIP Code)

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

                        THE BRIGGS & STRATTON CORPORATION
                              AMENDED AND RESTATED
                              STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

               ROBERT F. HEATH                               Copy to:
               General Counsel                          BRUCE C. DAVIDSON
         Briggs & Stratton Corporation                  Quarles & Brady LLP
           12301 West Wirth Street                  411 East Wisconsin Avenue
         Wauwatosa, Wisconsin 53222                 Milwaukee, Wisconsin 53202

                     (Name and address of agent for service)

                                 (414) 259-5333
          (Telephone number, including area code, of agent for service)
2
Proposed
                                                              Proposed               Maximum
  Title of Securities                                          Maximum              Aggregate          Amount of
         to be                      Amount to be           Offering Price           Offering         Registration
      Registered                    Registered(1)             Per Share             Price(2)              Fee
Common Stock,
par value $0.01 per share,
with attached Common Share        2,000,000 shares
Purchase Rights                       and rights                 (2)               $67,625,000         $17,853
(1)      Each share of common stock will have attached  thereto one common share
         purchase right issued pursuant to the  registrant's  Rights  Agreement.
         The Plan provides for possible adjustment of the number, price and kind
         of shares covered by options and other stock  incentive  awards granted
         or to be  granted  in the event of  certain  capital  or other  changes
         affecting the registrant's  common stock. This  registration  statement
         therefore covers, in addition to the above stated 2,000,000 shares (and
         associated rights),  an indeterminate  number of shares (and associated
         rights)  that  may  become  subject  to the  Plan by  means of any such
         adjustment.

(2)      The actual  offering  price per share will be  determined in accordance
         with the terms of the Plan; the Plan provides that the option price per
         share under a stock option granted  pursuant to the Plan shall be equal
         to the fair  market  value of the common  stock at the time of grant or
         such higher price as shall be determined by the committee administering
         the Plan.  To date,  no options  have been  granted with respect to the
         shares covered by this registration statement. Pursuant to Rule 457(h),
         the maximum aggregate offering price,  estimated solely for the purpose
         of computing  the  registration  fee, is based upon $33.8125 per share,
         which  is  the  average  of  the  high  and  low  sales  prices  of the
         registrant's common stock on the New York Stock Exchange Composite Tape
         on July 28, 2000. The value  attributable  to the common share purchase
         rights is reflected in the price of the common stock.

                                     *****
         This registration statement registers additional securities relating to
the  employee  benefit  plan  described  herein for which  earlier  registration
statements on Form S-8 have been filed, the most recent of which is Registration
No. 33-54357 filed on June 29, 1994,  registering  2,500,000 shares (as adjusted
for a subsequent  stock split),  which is and shall remain  effective  until the
remaining shares registered  thereby are sold. The registrant has elected not to
rely upon  General  Instruction  E to Form S-8,  which  permits the filing of an
abbreviated registration statement for the registration of additional securities
for an employee benefit plan for which an earlier S-8 registration  statement is
effective. Instead, this registration statement responds to all applicable items
of Form S-8.
3

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information  specified  in Part I of Form  S-8  (Items 1 and 2) will be
sent or given to Plan  participants  as  specified by Rule  428(b)(1)  under the
Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents  filed by Briggs & Stratton  Corporation  (the
"registrant")  (Commission  File No.  1-1370) with the  Securities  and Exchange
Commission  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 are incorporated herein by reference:

         o        Registrant's Annual Report on Form 10-K  for  the fiscal  year
                  ended June 27, 1999.

         o        Registrant's  Quarterly Reports on Form 10-Q for the quarterly
                  periods ended September 26, 1999, December 26, 1999, and March
                  26, 2000.

         o        Description of the registrant's  common stock contained in the
                  registrant's Registration Statement on Form 8-B, dated October
                  12, 1992,  and filed with the  Commission on October 14, 1992;
                  and any  amendment or report filed for the purpose of updating
                  such description.

         o        Description of the common share purchase  rights  contained in
                  the registrant's  Registration Statement on Form 8-A, dated as
                  of August 7, 1996,  and filed with the Commission on August 9,
                  1996;  and any  amendment  or report  filed for the purpose of
                  updating such description.

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

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes  hereof to the extent that a statement  contained  herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable. See third and fourth bullet points in Item 3 above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                      -1-
4

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Briggs  &  Stratton  is  incorporated   under  the  Wisconsin  Business
Corporation Law (the "WBCL").

         Under Section 180.0851(1) of the WBCL, Briggs & Stratton is required to
indemnify a director or officer,  to the extent such person is successful on the
merits or otherwise in the defense of a proceeding,  for all reasonable expenses
incurred in the  proceeding  if such person was a party  because he or she was a
director or officer of Briggs & Stratton.  In all other cases, Briggs & Stratton
is required by Section  180.0851(2)  to indemnify a director or officer  against
liability  incurred in a proceeding  to which such person was a party because he
or she was a director or officer of Briggs & Stratton,  unless it is  determined
that he or she  breached  or failed to  perform a duty owed to Briggs & Stratton
and the breach or failure to perform constitutes:  (i) a willful failure to deal
fairly with Briggs & Stratton or its shareholders in connection with a matter in
which the  director  or officer  has a material  conflict  of  interest;  (ii) a
violation of criminal law,  unless the director or officer had reasonable  cause
to believe his or her conduct was lawful or no  reasonable  cause to believe his
or her conduct was  unlawful;  (iii) a  transaction  from which the  director or
officer derived an improper personal profit; or (iv) willful misconduct. Section
180.0858(1)  provides  that,  subject  to  certain  limitations,  the  mandatory
indemnification   provisions   do  not   preclude   any   additional   right  to
indemnification  or  allowance  of expenses  that a director or officer may have
under  Briggs &  Stratton's  Articles  of  Incorporation,  Bylaws,  any  written
agreement or a resolution of the Board of Directors or shareholders.

         Section  180.0859 of the WBCL  provides that it is the public policy of
the State of  Wisconsin  to  require  or permit  indemnification,  allowance  of
expenses  and  insurance  to the extent  required or  permitted  under  Sections
180.0850 to 180.0858 of the WBCL, for any liability  incurred in connection with
a proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.

         Section 180.0828 of the WBCL provides that, with certain exceptions,  a
director  is not  liable  to a  corporation,  its  shareholders,  or any  person
asserting rights on behalf of the corporation or its shareholders,  for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to  perform,  any duty  resulting  solely  from his or her
status as a  director,  unless the person  asserting  liability  proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.

         Under  Section  180.0833  of the WBCL,  directors  of Briggs & Stratton
against whom claims are asserted  with  respect to the  declaration  of improper
dividends or  distributions to shareholders or certain other improper acts which
they  approved are entitled to  contribution  from other  directors who approved
such actions and from  shareholders who knowingly  accepted an improper dividend
or distribution, as provided therein.

         Article VIII of Briggs & Stratton's  Bylaws  contains  provisions  that
generally parallel the indemnification  provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL.

         Directors  and officers of Briggs & Stratton are covered by  directors'
and  officers'  liability  insurance  under which they are  insured  (subject to
certain exceptions and limitations specified in the policy) against expenses and
liabilities  arising out of  proceedings  to which they are parties by reason of
being or having been directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Exhibit Index following the Signatures page(s) in this registration
statement, which Exhibit Index is incorporated herein by reference.

                                      -2-
5

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.  Notwithstanding  the  foregoing,
                                    any   increase  or  decrease  in  volume  of
                                    securities  offered  (if  the  total  dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from  the low or high  end of the  estimated
                                    maximum  offering  range may be reflected in
                                    the  form  of  prospectus   filed  with  the
                                    Commission  pursuant  to Rule  424(b) if, in
                                    the  aggregate,  the  changes  in volume and
                                    price represent no more than a 20% change in
                                    the  maximum  aggregate  offering  price set
                                    forth in the  "Calculation  of  Registration
                                    Fee"  table  in the  effective  registration
                                    statement; and

                           (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  (1)(i)  and  (1)(ii)  do not apply if the
registration  statement is on Form S-3 or Form S-8, 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 Section 15(d) of the  Securities  Exchange Act of 1934
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  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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.

         (h)  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  provisions  referred to in Item 6 of
this registration statement, 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

                                      -3-
6

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.

                                      -4-
7
                                   SIGNATURES

         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 City of Milwaukee, State of Wisconsin, on August 2, 2000.

                      BRIGGS & STRATTON CORPORATION

                      By: /s/ James E. Brenn
                          --------------------
                             James E. Brenn
                             Senior Vice President and Chief Financial Officer

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

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints  Frederick P.  Stratton,  Jr., John S.
Shiely   and  James  E.   Brenn,   and  each  of  them,   his  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign any and all amendments to this Registration Statement,  and
to file the same, with all exhibits  thereto,  and other documents in connection
therewith, with the Securities and Exchange Commission, and any other regulatory
authority,  granting unto said  attorneys-in-fact  and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

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

         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.*

Signature and Title

/s/ Frederick P. Stratton, Jr.                /s/ E. Margie Filter
------------------------------                ------------------------------
    Frederick P. Stratton, Jr., Chairman            E. Margie Filter, Director
  and Chief Executive Officer and Director
       (Principal Executive Officer)          /s/ Peter A. Georgescu
                                              ------------------------------
                                                  Peter A. Georgescu, Director

/s/ James E. Brenn                            /s/ Robert J. O'Toole
------------------------------                ------------------------------
   James E. Brenn, Senior Vice President          Robert J. O'Toole, Director
         and Chief Financial Officer
       (Principal Financial Officer)          /s/ Clarence B. Rogers, Jr.
                                              ------------------------------
                                             Clarence B. Rogers, Jr., Director
/s/ Todd J. Teske
------------------------------
     Todd J. Teske, Controller
    (Principal Accounting Officer)           /s/ John S. Shiely
                                             ------------------------------
                                         John S. Shiely, President and Chief
                                             Operating Officer and Director
/s/ Jay H. Baker
------------------------------
     Jay H. Baker, Director                  /s/ Charles I. Story
                                             ------------------------------
                                                Charles I. Story, Director
/s/ Michael E. Batten
------------------------------
   Michael E. Batten, Director

* Each of these signatures is affixed as of August 2, 2000.

                                      S-1
8

                          BRIGGS & STRATTON CORPORATION
                               (the "registrant")
                          (Commission File No. 1-1370)

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
INCORPORATED HEREIN
   EXHIBIT NO.                 DESCRIPTION                           BY REFERENCE TO                  FILED HEREWITH
   -----------                 -----------                         -------------------                --------------
4.1                Articles of Incorporation of the      Exhibit 3.2 to the registrant's
                   registrant, as amended                Quarterly Report on Form 10-Q for the
                                                         quarter ended October 2, 1994

4.2                Bylaws of the registrant              Exhibit 3.2 to the registrant's
                                                         Registration Statement on Form 8-B
                                                         dated October 12, 1992

4.3                Rights Agreement dated as of August   Exhibit 4.1 to the registrant's
                   7, 1996, between Briggs & Stratton    Registration Statement on Form 8-A
                   Corporation and Firstar Trust         dated as of August 7, 1996
                   Company (now known as Firstar Bank,
                   N.A.) which includes the form of
                   Right Certificate as Exhibit A and
                   the Summary of Rights to Purchase
                   Common Shares as Exhibit B

4.4                Amended and Restated Stock            Exhibit A to the registrant's 1999
                   Incentive Plan                        Annual Meeting Proxy Statement

4.5                Amended and Restated Leveraged        Exhibit 10.7(c) to the registrant's
                   Stock Option Program                  Annual Report on Form 10-K for the
                                                         fiscal year ended June 27, 1999

4.6(a)             Director's Leveraged Stock Option     Exhibit 10.14 to the registrant's
                   Plan                                  Annual Report on Form 10-K for the
                                                         fiscal year ended June 29, 1997

4.6(b)             Amendment to Director's Leveraged     Exhibit 10.14(b) to the registrant's
                   Stock Option Plan                     Annual Report on Form 10-K for fiscal
                                                         year ended June 27, 1999
EI-1
9
INCORPORATED HEREIN         FILED
EXHIBIT NO.        DESCRIPTION                           BY REFERENCE TO             HEREWITH
-----------        -----------                           -------------------         --------
5                  Opinion of Quarles & Brady LLP as                                 X
                   to the legality of the  securities
                   being  registered (to the extent such
                   securities may be original  issuance
                   or treasury shares as opposed to
                   market purchase shares)

23.1               Consent of Arthur Andersen LLP                                    X

23.2               Consent of Quarles & Brady LLP                                    Contained in Opinion
                                                                                     filed as Exhibit 5

24                 Power of Attorney                                                 Contained in
                                                                                     Signatures Page to
                                                                                     this Registration
                                                                                     Statement
EI-2