<PAGE>

    As filed with the Securities and Exchange Commission on  August 2, 2001

                                                            FILE NO. 333-_______
______________________________________________________________________________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                    BNS Co.
             (Exact name of registrant as specified in its charter)

                   DELAWARE                             05-113140
          (State or other jurisdiction              (I.R.S. Employer
          of incorporation or organization)         Identification No.)


                             275 WEST NATICK ROAD
                               WARWICK, RI 02886
                           ------------------------
          (Address of principal executive offices, including zip code)

   THE BROWN & SHARPE EMPLOYEE STOCK OWNERSHIP AND PROFIT PARTICIPATION PLAN


                            (Full title of the plan)

                                ANDREW C. GENOR
                     President and Chief Executive Officer
                                    BNS Co.
                              275 West Natick Road
                               Warwick, RI 02886
                                 (401) 244-4500

(Name, Address and Telephone Number, including Area Code, of Agent for Service)


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
   Title of                               Proposed maximum        Proposed maximum       Amount of
  Securities          Amount to be       offering price(1)       aggregate offering     registration
to be registered       registered             per unit                price(1)              fee
-----------------------------------------------------------------------------------------------------
<S>                 <C>                <C>                     <C>                     <C>
Class A Common
 Stock, par
 value $0.01 (2)        523,555                $4.45                 $2,329,820            $583
=====================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(h) and based on the average of the high and low prices
    of BNS Co. Class A Common Stock reported on the New York Stock Exchange on
    July 27, 2001.
(2) Includes such Rights under the Registrant's Rights Agreement, dated
    February 13, 1998, as are issuable in tandem with such shares of Common
    Stock.
--------------------------------------------------------------------------------
                            Exhibit Index on page 8;
                               Page 1 of 8 pages.
_______________________________________________________________________________
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

     BNS Co. (the "Registrant" or the "Company") 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, 2000, as filed with the Securities and Exchange Commission (the
"Commission") on April 2, 2001, pursuant to Section 13 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

(b)  The Registrant's Amended Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, as filed with the Commission on April 30, 2001,
pursuant to Section 13 under the Exchange Act.

(c)  Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, as
filed with the Commission on May 15, 2001, pursuant to Section 13 under the
Exchange Act.

(d)  Current Report on Form 8-K, as filed with the Commission on May 10, 2001,
pursuant to Section 13 or 15(d) of the Exchange Act.

(e)  Current Report on Form 8-K, as filed with the Commission on May 21, 2001,
pursuant to Section 13 or 15(d) of the Exchange Act.

(f)  Definitive Proxy Statement on Schedule 14A, as filed with the Commission on
June 21, 2001, pursuant to Section 14 of the Exchange Act.

(g)  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.

(h)  The information under the caption "Description of Registrant's Securities
to be Registered" in the registration statement on Form 8-A filed on March 5,
1998, under the Exchange Act, and any amendments or reports which have been or
will be filed in the future for the purpose of updating such information.

All documents that the Registrant subsequently file pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Securities Exchange Act of
1934 before it files a post-effective amendment to this registration statement
that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold will be deemed incorporated herein by
reference from the date they are filed.


Item 4.  Description of Securities.
         -------------------------

     Not applicable.

                                       2
<PAGE>

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

     Howard K. Fuguet, a partner at the firm of Ropes & Gray, serves on the
board of directors of the Registrant.


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

     Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may 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 or investigative (other than an
action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as 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 such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person 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 such person's conduct was
unlawful. Section 145 further provides that a corporation similarly may
indemnify any such person serving in any such capacity who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor, against expenses actually and reasonably incurred in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interest 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 Delaware Court of Chancery or such other 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.

     Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided, however, that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (relating to
unlawful payment of dividends and unlawful stock purchase and redemption) or
(iv) for any transaction from which the director derived an improper personal
benefit. Article Tenth of the Registrant's certificate of incorporation includes
the foregoing provision permitted by Section 102(b)(7) of the Delaware General
Corporation Law, as amended.

     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

                                       3
<PAGE>

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
directors and officers to carry out the provisions of Section 10 of the By-Laws.
In addition, the Registrant maintains a directors' and officers' liability
insurance policy.


Item 7.  Exemption From Registration Claimed.
         -----------------------------------

     Not applicable.


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

Exhibit   Document
-------   --------

10.1      The Brown & Sharpe Employee Stock Ownership and Profit Participation
          Plan and Trust Agreement (1998 Restatement).

10.2      First Amendment to The Brown & Sharpe Employee Stock Ownership and
          Profit Participation Plan (1998 Restatement).

10.3      Instrument of Termination and Amendment to The Brown & Sharpe Employee
          Stock Ownership and Profit Participation Plan (1998 Restatement).

23.1      Consent of Ernst & Young, LLP.


     On April 13, 2001, the Registrant submitted The Brown & Sharpe Employee
Stock Ownership and Profit Participation Plan (the "ESOP") to the Internal
Revenue Service for a determination of its qualified status upon termination.
The determination process is currently underway, and the Registrant undertakes
to make any changes to the ESOP as the Internal Revenue Service may require in
order to qualify the ESOP.

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:

                                       4
<PAGE>

        (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 this
              Registration Statement;

        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
        shall not apply if 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 Securities and Exchange
        Commission by the Registrant pursuant to Section 13 or Section 15(d)
        of the Exchange Act that are incorporated by reference in this
        Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
     Act, 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.

                                       5
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Warwick, State of Rhode Island and Providence
Plantations, on this 2nd day of August, 2001.

                              BNS CO.



                              By: /s/ Andrew C. Genor
                                  -------------------
                                  Name:  Andrew C. Genor
                                  Title: President and Chief Executive Officer

                                       6
<PAGE>

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


/s/ Andrew C. Genor                                        Date July 30, 2001
-------------------                                             -------------
Andrew C. Genor
President and Chief Executive Officer
(Principal Executive Officer)
(Principal Financial Officer)
(Principal Accounting Officer)

/s/ Kenneth N. Kermes                                      Date July 30, 2001
---------------------                                           -------------
Kenneth N. Kermes
Director

_______________                                            Date
Russell A. Boss                                                 -------------
Director

/s/ Richard M. Donnelly                                    Date July 28, 2001
-----------------------                                         -------------
Richard M. Donnelly
Director

/s/ John M. Nelson                                         Date July 30, 2001
------------------                                              -------------
John M. Nelson
Director

/s/ Howard K. Fuguet                                       Date July 31, 2001
--------------------                                            -------------
Howard K. Fuguet
Director

/s/ John Robert Held                                       Date July 27, 2001
--------------------                                            -------------
John Robert Held
Director

/s/ Roger E. Levien                                        Date July 27, 2001
-------------------                                             -------------
Roger E. Levien
Director

/s/ Henry D. Sharpe, III                                   Date July 30, 2001
------------------------                                        -------------
Henry D. Sharpe, III
Director

                                       7
<PAGE>

Exhibit Index
-------------

Number    Title of Exhibit
------    ----------------

10.1      The Brown & Sharpe Employee Stock Ownership and Profit Participation
          Plan and Trust Agreement (1998 Restatement).

10.2      First Amendment to The Brown & Sharpe Employee Stock Ownership and
          Profit Participation Plan (1998 Restatement).

10.3      Instrument of Termination and Amendment to The Brown & Sharpe Employee
          Stock Ownership and Profit Participation Plan (1998 Restatement).

23.1      Consent of Ernst & Young, LLP.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19573}]
{"company-data": {"conformed-name": "BNS CO", "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": "333-66622", "film-number": "1696530"}, "business-address": {"street1": "PO BOX 456", "street2": "200 FRENCHTOWN ROAD", "city": "NORTH KINGSTOWN", "state": "RI", "zip": "02852", "phone": "4018862000"}, "mail-address": {"street1": "200 FRENCHTOWN RD", "city": "NORTH KINGSTOWN", "state": "RI", "zip": "02852-1700"}}
As filed with the Securities and Exchange Commission on  August 2, 2001

                                                            FILE NO. 333-_______
______________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                    BNS Co.
             (Exact name of registrant as specified in its charter)

                   DELAWARE                             05-113140
          (State or other jurisdiction              (I.R.S. Employer
          of incorporation or organization)         Identification No.)

                             275 WEST NATICK ROAD
                               WARWICK, RI 02886
                           ------------------------
          (Address of principal executive offices, including zip code)

   THE BROWN & SHARPE EMPLOYEE STOCK OWNERSHIP AND PROFIT PARTICIPATION PLAN

                            (Full title of the plan)

                                ANDREW C. GENOR
                     President and Chief Executive Officer
                                    BNS Co.
                              275 West Natick Road
                               Warwick, RI 02886
                                 (401) 244-4500

(Name, Address and Telephone Number, including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
Title of                               Proposed maximum        Proposed maximum       Amount of
  Securities          Amount to be       offering price(1)       aggregate offering     registration
to be registered       registered             per unit                price(1)              fee
-----------------------------------------------------------------------------------------------------
Class A Common
 Stock, par
 value $0.01 (2)        523,555                $4.45                 $2,329,820            $583
=====================================================================================================
(1) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(h) and based on the average of the high and low prices
    of BNS Co. Class A Common Stock reported on the New York Stock Exchange on
    July 27, 2001.
(2) Includes such Rights under the Registrant's Rights Agreement, dated
    February 13, 1998, as are issuable in tandem with such shares of Common
    Stock.
--------------------------------------------------------------------------------
                            Exhibit Index on page 8;
                               Page 1 of 8 pages.
_______________________________________________________________________________
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     BNS Co. (the "Registrant" or the "Company") 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, 2000, as filed with the Securities and Exchange Commission (the
"Commission") on April 2, 2001, pursuant to Section 13 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

(b)  The Registrant's Amended Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, as filed with the Commission on April 30, 2001,
pursuant to Section 13 under the Exchange Act.

(c)  Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, as
filed with the Commission on May 15, 2001, pursuant to Section 13 under the
Exchange Act.

(d)  Current Report on Form 8-K, as filed with the Commission on May 10, 2001,
pursuant to Section 13 or 15(d) of the Exchange Act.

(e)  Current Report on Form 8-K, as filed with the Commission on May 21, 2001,
pursuant to Section 13 or 15(d) of the Exchange Act.

(f)  Definitive Proxy Statement on Schedule 14A, as filed with the Commission on
June 21, 2001, pursuant to Section 14 of the Exchange Act.

(g)  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.

(h)  The information under the caption "Description of Registrant's Securities
to be Registered" in the registration statement on Form 8-A filed on March 5,
1998, under the Exchange Act, and any amendments or reports which have been or
will be filed in the future for the purpose of updating such information.

All documents that the Registrant subsequently file pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Securities Exchange Act of
1934 before it files a post-effective amendment to this registration statement
that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold will be deemed incorporated herein by
reference from the date they are filed.

Item 4.  Description of Securities.
         -------------------------

     Not applicable.

                                       2
Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

     Howard K. Fuguet, a partner at the firm of Ropes & Gray, serves on the
board of directors of the Registrant.

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

     Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may 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 or investigative (other than an
action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as 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 such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person 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 such person's conduct was
unlawful. Section 145 further provides that a corporation similarly may
indemnify any such person serving in any such capacity who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor, against expenses actually and reasonably incurred in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interest 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 Delaware Court of Chancery or such other 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.

     Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided, however, that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (relating to
unlawful payment of dividends and unlawful stock purchase and redemption) or
(iv) for any transaction from which the director derived an improper personal
benefit. Article Tenth of the Registrant's certificate of incorporation includes
the foregoing provision permitted by Section 102(b)(7) of the Delaware General
Corporation Law, as amended.

     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

                                       3
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
directors and officers to carry out the provisions of Section 10 of the By-Laws.
In addition, the Registrant maintains a directors' and officers' liability
insurance policy.

Item 7.  Exemption From Registration Claimed.
         -----------------------------------

     Not applicable.

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

Exhibit   Document
-------   --------

10.1      The Brown & Sharpe Employee Stock Ownership and Profit Participation
          Plan and Trust Agreement (1998 Restatement).

10.2      First Amendment to The Brown & Sharpe Employee Stock Ownership and
          Profit Participation Plan (1998 Restatement).

10.3      Instrument of Termination and Amendment to The Brown & Sharpe Employee
          Stock Ownership and Profit Participation Plan (1998 Restatement).

23.1      Consent of Ernst & Young, LLP.

     On April 13, 2001, the Registrant submitted The Brown & Sharpe Employee
Stock Ownership and Profit Participation Plan (the "ESOP") to the Internal
Revenue Service for a determination of its qualified status upon termination.
The determination process is currently underway, and the Registrant undertakes
to make any changes to the ESOP as the Internal Revenue Service may require in
order to qualify the ESOP.

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:

                                       4
(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 this
              Registration Statement;

        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
        shall not apply if 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 Securities and Exchange
        Commission by the Registrant pursuant to Section 13 or Section 15(d)
        of the Exchange Act that are incorporated by reference in this
        Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
     Act, 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.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Warwick, State of Rhode Island and Providence
Plantations, on this 2nd day of August, 2001.

                              BNS CO.

                              By: /s/ Andrew C. Genor
                                  -------------------
                                  Name:  Andrew C. Genor
                                  Title: President and Chief Executive Officer

                                       6
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.

/s/ Andrew C. Genor                                        Date July 30, 2001
-------------------                                             -------------
Andrew C. Genor
President and Chief Executive Officer
(Principal Executive Officer)
(Principal Financial Officer)
(Principal Accounting Officer)

/s/ Kenneth N. Kermes                                      Date July 30, 2001
---------------------                                           -------------
Kenneth N. Kermes
Director

_______________                                            Date
Russell A. Boss                                                 -------------
Director

/s/ Richard M. Donnelly                                    Date July 28, 2001
-----------------------                                         -------------
Richard M. Donnelly
Director

/s/ John M. Nelson                                         Date July 30, 2001
------------------                                              -------------
John M. Nelson
Director

/s/ Howard K. Fuguet                                       Date July 31, 2001
--------------------                                            -------------
Howard K. Fuguet
Director

/s/ John Robert Held                                       Date July 27, 2001
--------------------                                            -------------
John Robert Held
Director

/s/ Roger E. Levien                                        Date July 27, 2001
-------------------                                             -------------
Roger E. Levien
Director

/s/ Henry D. Sharpe, III                                   Date July 30, 2001
------------------------                                        -------------
Henry D. Sharpe, III
Director

                                       7
Exhibit Index
-------------

Number    Title of Exhibit
------    ----------------

10.1      The Brown & Sharpe Employee Stock Ownership and Profit Participation
          Plan and Trust Agreement (1998 Restatement).

10.2      First Amendment to The Brown & Sharpe Employee Stock Ownership and
          Profit Participation Plan (1998 Restatement).

10.3      Instrument of Termination and Amendment to The Brown & Sharpe Employee
          Stock Ownership and Profit Participation Plan (1998 Restatement).

23.1      Consent of Ernst & Young, LLP.