<PAGE>

   As filed with the Securities and Exchange Commission on November 19, 1999

                                                               File No. 333-----
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            _______________________
                                   FORM S-8

                            REGISTRATION STATEMENT

                                     UNDER
                          THE SECURITIES ACT OF 1933
                     BROWN & SHARPE MANUFACTURING COMPANY

          Delaware             ___________________________       05-0113140
(State or Other Jurisdiction   Exact name of registrant as    (I.R.S. Employer
    of Incorporation or         specified in its charter)    Identification No.)
      Organization)

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

                          1999 EQUITY INCENTIVE PLAN

                           ________________________
                           (Full Title of the Plan)

                                Andrew C. Genor
                  Vice President and Chief Financial Officer
                     Brown & Sharpe Manufacturing Company
                      Precision Park, 200 Frenchtown Road
                      North Kingston, Rhode Island 02852
                                (401) 886-2000

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
 Title Of Securities        Amount            Proposed Maximum         Proposed Maximum            Amount Of
       To Be                To Be             Offering Price Per      Aggregate Offering         Registration
    Registered           Registered/(1)/         Share/(2)/                 Price                  Fee/(3)/
-----------------------------------------------------------------------------------------------------------------
<S>                     <C>                   <C>                     <C>                        <C>
Class A Common
Stock, Par Value        1,800,000 shares           $2.469                $4,444,200               $1,235.49
$1.00
-----------------------------------------------------------------------------------------------------------------
Class B Common          1,800,000 shares         (See above)             (See above)             (See above)
$1.00
=================================================================================================================
</TABLE>

(1)  No more than 1,800,000 shares of Class A Common Stock and Class B Common
     Stock in the aggregate may be issued. As of November 18, 1999, only
     1,495,091 shares of Class B Common Stock are available and authorized for
     issuance. If the Registrant foresees issuing a greater number of shares of
     Class B Common Stock under the 1999 Equity Incentive Plan, such issuance
     will be subject to stockolder authorization of the necessary additional
     shares of Class B Common Stock.
(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) on the basis of the average of the high and low
     prices of the Brown & Sharpe Class A Common Stock, par value $1.00,
     reported on the New York Stock Exchange on November 17, 1999.
(3)  Calculated on the basis of 1,800,000 shares of Class A Common Stock, par
     value $1.00 per share, because no market exists for the shares of Class B
     Common Stock, par value $1.00 per share, which shares of Class B Common
     Stock are convertible into shares of Class A Common Stock on a one-for-one
     basis.


                          Exhibit Index on Page II-8
                              Page 1 of 8_ Pages.
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          Brown & Sharpe Manufacturing Company (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, 1998, as filed with the Securities and
               Exchange Commission (the "Commission") on March 26, 1999,
               pursuant to Section 13 under the Securities Exchange Act of 1934,
               as amended (the "Exchange Act.")

          (b)  Quarterly Reports on Form 10-Q for the quarters ended March 31,
               1999, June 30, 1999, and September 30, 1999 as filed with the
               Commission pursuant to Section 13 under the Exchange Act, on May
               14, 1999, August 13, 1999, and November 15, 1999, respectively.

          (c)  Annual Reports on Form 11-K for the fiscal year ended December
               31, 1998 for The Brown & Sharpe Savings and Retirement Plan, and
               The Brown & Sharpe Savings and Retirement Plan for Management
               Employees, each as filed with the Commission pursuant to Section
               15(d) under the Exchange Act, on June 28, 1999.

          (d)  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.

          (e)  The description of the Registrant's Class B Common Stock included
               in the Registrant's effective registration statement on Form 8-A,
               as filed with the Commission on April 28, 1988, and any
               amendments or reports which have been or will be filed in the
               future for the purpose of updating such information.

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

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

          Not applicable.

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

          Howard K. Fuguet, a partner at the firm of Ropes & Gray (which firm's
opinion is provided as Exhibit 5 hereto) serves on the board of directors of the
Registrant.

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

                                     II-1
<PAGE>

     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.

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

     This corporation shall, to the maximum extent permitted from
     time to time under the law of the State of Delaware, indemnify
     and upon request shall advance expenses to any person who is or
     was a party or is threatened to be made a party to any
     threatened, pending or completed action, suit, proceeding or
     claim, whether civil, criminal, administrative or
     investigative, by reason of the fact that such person is or was
     or has agreed to be a director or officer of this corporation
     or any direct or indirect subsidiaries of this corporation, or
     while such a director or officer is or was serving at the
     request of this corporation as a director, officer, partner,
     trustee, employee or agent of any corporation, partnership,
     joint venture, trust or other enterprise, including service
     with respect to employee benefit plans, against expenses
     (including attorney's fees and expenses), judgments, fines,
     penalties and amounts paid in settlement incurred in connection
     with the investigation, preparation to defend or defense of
     such action, suit, proceeding or claim; provided, however, that
     the foregoing shall not require this corporation to indemnify
     or advance expenses to any person in connection with any
     action, suit, proceeding,

                               II-2
<PAGE>

     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.
<PAGE>

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

         Exhibit

         5.     Opinion of Ropes & Gray.

         10.1.  1999 Equity Incentive Plan.

         23.1.  Consent of Ropes & Gray (See Exhibit 5).

         23.2.  Consent of Ernst & Young LLP.

         24.    Power of Attorney (Included on Signature Page).

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

         (a)    The undersigned Registrant hereby undertakes:

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

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

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

                     (iii)  To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the Registration Statement or any material change to
                            such information in 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

                                     II-4
<PAGE>

          Registration Statement shall be deemed to be a new Registration
          Statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.

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

                                     II-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 Town of North Kingstown, State of Rhode Island, on this
19th day of November, 1999.

                           BROWN & SHARPE MANUFACTURING COMPANY

                           By:_____________________
                              Name:  Andrew C. Genor
                              Title: Vice President and Chief Financial Officer


                               POWER OF ATTORNEY
                               -----------------
Dated:  November 19, 1999

     Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes Frank T. Curtin and Andrew C. Genor, and each
of them singly, his true and lawful attorneys, with full power to them, to
execute in the name and on behalf of such person in the capacities indicated
below any and all amendments (including any post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, making such changes in this Registration
Statement as the Registrant deems appropriate, and hereby ratifies and confirms
his signature as it may be signed by said attorneys, or any of them, to any and
all such amendments.



/s/ Frank T. Curtin                                               Date
---------------------------------------                           ----
Frank T. Curtin, President, Chief
Executive Officer and Director
(Principal Executive Officer)


/s/ Russell A. Boss
--------------------------------------
Russell A. Boss
Director


/s/ Howard K. Fuguet
--------------------------------------
Howard K. Fuguet
Director


/s/ Harry A. Hammerly
--------------------------------------
Harry A. Hammerly
Director


/s/ J. Robert Held
--------------------------------------
J. Robert Held
Director

                                     II-6
<PAGE>

/s/ Andrew C. Genor
----------------------------------------------
Andrew C. Genor
Vice President and Chief Financial Officer
(Principal Financial Officer)


/s/ Henry D. Sharpe, III
----------------------------------------------
Henry D. Sharpe, III
Director


/s/ John M. Nelson
----------------------------------------------
John M. Nelson
Director

/s/ Paul R. Tregurtha
----------------------------------------------
Paul R. Tregurtha
Director

/s/ Roger E. Levien
----------------------------------------------
Roger E. Levien
Director


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

                                     II-7
<PAGE>

EXHIBIT INDEX

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

5.        Opinion of Ropes & Gray.

10.1      1999 Equity Incentive Plan.

23.1.     Consent of Ropes & Gray (See Exhibit 5).

23.2.     Consent of Ernest & Young LLP.

24.       Power of Attorney (Included on Signature Page).

                                     II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21002}]
{"company-data": {"conformed-name": "BROWN & SHARPE MANUFACTURING CO /DE/", "cik": "0000014637", "assigned-sic": "3540", "irs-number": "050113140", "state-of-incorporation": "DE", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91367", "film-number": "99761517"}, "business-address": {"street1": "PO BOX 456", "street2": "PRECISION PK - 200 FRENCHTOWN RD", "city": "NORTH KINGSTOWN", "state": "RI", "zip": "02852", "phone": "4018862000"}}
As filed with the Securities and Exchange Commission on November 19, 1999

                                                               File No. 333-----
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            _______________________
                                   FORM S-8

                            REGISTRATION STATEMENT

                                     UNDER
                          THE SECURITIES ACT OF 1933
                     BROWN & SHARPE MANUFACTURING COMPANY

          Delaware             ___________________________       05-0113140
(State or Other Jurisdiction   Exact name of registrant as    (I.R.S. Employer
    of Incorporation or         specified in its charter)    Identification No.)
      Organization)

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

                          1999 EQUITY INCENTIVE PLAN

                           ________________________
                           (Full Title of the Plan)

                                Andrew C. Genor
                  Vice President and Chief Financial Officer
                     Brown & Sharpe Manufacturing Company
                      Precision Park, 200 Frenchtown Road
                      North Kingston, Rhode Island 02852
                                (401) 886-2000

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

                        CALCULATION OF REGISTRATION FEE
=================================================================================================================
 Title Of Securities        Amount            Proposed Maximum         Proposed Maximum            Amount Of
       To Be                To Be             Offering Price Per      Aggregate Offering         Registration
    Registered           Registered/(1)/         Share/(2)/                 Price                  Fee/(3)/
-----------------------------------------------------------------------------------------------------------------
Class A Common
Stock, Par Value        1,800,000 shares           $2.469                $4,444,200               $1,235.49
$1.00
-----------------------------------------------------------------------------------------------------------------
Class B Common          1,800,000 shares         (See above)             (See above)             (See above)
$1.00
=================================================================================================================
(1)  No more than 1,800,000 shares of Class A Common Stock and Class B Common
     Stock in the aggregate may be issued. As of November 18, 1999, only
     1,495,091 shares of Class B Common Stock are available and authorized for
     issuance. If the Registrant foresees issuing a greater number of shares of
     Class B Common Stock under the 1999 Equity Incentive Plan, such issuance
     will be subject to stockolder authorization of the necessary additional
     shares of Class B Common Stock.
(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) on the basis of the average of the high and low
     prices of the Brown & Sharpe Class A Common Stock, par value $1.00,
     reported on the New York Stock Exchange on November 17, 1999.
(3)  Calculated on the basis of 1,800,000 shares of Class A Common Stock, par
     value $1.00 per share, because no market exists for the shares of Class B
     Common Stock, par value $1.00 per share, which shares of Class B Common
     Stock are convertible into shares of Class A Common Stock on a one-for-one
     basis.

                          Exhibit Index on Page II-8
                              Page 1 of 8_ Pages.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          Brown & Sharpe Manufacturing Company (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, 1998, as filed with the Securities and
               Exchange Commission (the "Commission") on March 26, 1999,
               pursuant to Section 13 under the Securities Exchange Act of 1934,
               as amended (the "Exchange Act.")

          (b)  Quarterly Reports on Form 10-Q for the quarters ended March 31,
               1999, June 30, 1999, and September 30, 1999 as filed with the
               Commission pursuant to Section 13 under the Exchange Act, on May
               14, 1999, August 13, 1999, and November 15, 1999, respectively.

          (c)  Annual Reports on Form 11-K for the fiscal year ended December
               31, 1998 for The Brown & Sharpe Savings and Retirement Plan, and
               The Brown & Sharpe Savings and Retirement Plan for Management
               Employees, each as filed with the Commission pursuant to Section
               15(d) under the Exchange Act, on June 28, 1999.

          (d)  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.

          (e)  The description of the Registrant's Class B Common Stock included
               in the Registrant's effective registration statement on Form 8-A,
               as filed with the Commission on April 28, 1988, and any
               amendments or reports which have been or will be filed in the
               future for the purpose of updating such information.

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

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

          Not applicable.

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

          Howard K. Fuguet, a partner at the firm of Ropes & Gray (which firm's
opinion is provided as Exhibit 5 hereto) serves on the board of directors of the
Registrant.

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

                                     II-1
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.

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

     This corporation shall, to the maximum extent permitted from
     time to time under the law of the State of Delaware, indemnify
     and upon request shall advance expenses to any person who is or
     was a party or is threatened to be made a party to any
     threatened, pending or completed action, suit, proceeding or
     claim, whether civil, criminal, administrative or
     investigative, by reason of the fact that such person is or was
     or has agreed to be a director or officer of this corporation
     or any direct or indirect subsidiaries of this corporation, or
     while such a director or officer is or was serving at the
     request of this corporation as a director, officer, partner,
     trustee, employee or agent of any corporation, partnership,
     joint venture, trust or other enterprise, including service
     with respect to employee benefit plans, against expenses
     (including attorney's fees and expenses), judgments, fines,
     penalties and amounts paid in settlement incurred in connection
     with the investigation, preparation to defend or defense of
     such action, suit, proceeding or claim; provided, however, that
     the foregoing shall not require this corporation to indemnify
     or advance expenses to any person in connection with any
     action, suit, proceeding,

                               II-2
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

         5.     Opinion of Ropes & Gray.

         10.1.  1999 Equity Incentive Plan.

         23.1.  Consent of Ropes & Gray (See Exhibit 5).

         23.2.  Consent of Ernst & Young LLP.

         24.    Power of Attorney (Included on Signature Page).

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

         (a)    The undersigned Registrant hereby undertakes:

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

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

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

                     (iii)  To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the Registration Statement or any material change to
                            such information in 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

                                     II-4
Registration Statement shall be deemed to be a new Registration
          Statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.

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

                                     II-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 Town of North Kingstown, State of Rhode Island, on this
19th day of November, 1999.

                           BROWN & SHARPE MANUFACTURING COMPANY

                           By:_____________________
                              Name:  Andrew C. Genor
                              Title: Vice President and Chief Financial Officer

                               POWER OF ATTORNEY
                               -----------------
Dated:  November 19, 1999

     Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes Frank T. Curtin and Andrew C. Genor, and each
of them singly, his true and lawful attorneys, with full power to them, to
execute in the name and on behalf of such person in the capacities indicated
below any and all amendments (including any post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, making such changes in this Registration
Statement as the Registrant deems appropriate, and hereby ratifies and confirms
his signature as it may be signed by said attorneys, or any of them, to any and
all such amendments.

/s/ Frank T. Curtin                                               Date
---------------------------------------                           ----
Frank T. Curtin, President, Chief
Executive Officer and Director
(Principal Executive Officer)

/s/ Russell A. Boss
--------------------------------------
Russell A. Boss
Director

/s/ Howard K. Fuguet
--------------------------------------
Howard K. Fuguet
Director

/s/ Harry A. Hammerly
--------------------------------------
Harry A. Hammerly
Director

/s/ J. Robert Held
--------------------------------------
J. Robert Held
Director

                                     II-6
/s/ Andrew C. Genor
----------------------------------------------
Andrew C. Genor
Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ Henry D. Sharpe, III
----------------------------------------------
Henry D. Sharpe, III
Director

/s/ John M. Nelson
----------------------------------------------
John M. Nelson
Director

/s/ Paul R. Tregurtha
----------------------------------------------
Paul R. Tregurtha
Director

/s/ Roger E. Levien
----------------------------------------------
Roger E. Levien
Director

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

                                     II-7
EXHIBIT INDEX

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

5.        Opinion of Ropes & Gray.

10.1      1999 Equity Incentive Plan.

23.1.     Consent of Ropes & Gray (See Exhibit 5).

23.2.     Consent of Ernest & Young LLP.

24.       Power of Attorney (Included on Signature Page).

                                     II-8