Registration No.
                          Securities and Exchange Commission
                             Washington, D.C. 20549
                               
                                  Form S-8

                              Registration Statement
                                   under
                            The Securities Act of 1933

                

                             Brunswick Corporation
            (Exact name of registrant as specified in its charter)

                 Delaware                      36-0848180
       (State of Incorporation)        (I.R.S. Employer Identification Number)

       1 N. Field Ct., Lake Forest, IL         60045-4811
       (Address of Principal Executive Offices including zip code)

                    1995 Stock Plan For Non-Employee Directors
                            (Full title of the plan)

                       Robert T. McNaney, General Counsel
                              Brunswick Corporation
                                 1 N. Field Ct.
                        Lake Forest, Illinois 60045-4811
                     (Name and address of agent for service)
                                  708-735-4700
                     (Telephone number of agent for service)


                         Calculation of Registration Fee

                                         Proposed    Proposed
                                         Maximum     Maximum
                                         Offering    Aggregate   Amount of
  Title of Securities   Amount to be     Price Per   Offering    Registration
  to be Registered       Registered      Share (1)   Price            Fee      
  Common Stock Par      250,000          $20.25      $5,062,500    $1,745.69
  Value $0.75           shares

  (1)  Estimated solely for the purpose of calculating the amount of the
  registration fee pursuant to Rule 457(h) on the basis of the average of the
  high and the low prices of the Common Stock on August 9, 1995.


<PAGE>


                               Part II

         Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

      The following documents or portions of documents previously
filed with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
 
      (a)  The Annual Report of Brunswick Corporation (the
           "Company") on Form 10-K for the year ended December 31,
           1994.

      (b)  The Company's Quarterly Report on Form 10-Q/A for the
           Quarter ended March 31, 1995.

      (c)  The Company's Quarterly Report on Form 10-Q for the
           Quarter ended June 30, 1995.

      (d)  The description of the Preferred Share Purchase Rights
           contained in the Company's Registration Statement on
           Form 8-A filed with the Commission on March 31, 1986 (as
           amended on Form 8 dated April 10, 1989).

      (e)  The description of the Company's Common Stock contained
           on pages 8-9 of the Prospectus filed as part of
           Amendment No. 1 to the Company's Registration Statement
           No. 33-45772 filed with the Commission on April 30,
           1992.

      All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, and 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 in this
registration statement and to be part hereof from the date of
filing of such documents.

Item 4.    Description of Securities

      Not applicable.

Item 5.    Interests of Named Experts and Counsel

      Not applicable.

Item 6.    Indemnification of Directors and Officers

      Section 145 of the General Corporation Law of the State of
Delaware, under which the Company is organized, empowers a
corporation, subject to certain limitations, to indemnify its
officers, directors, employees and agents, or others acting in
similar capacities for other entities at the request of the
Company, against certain expenses, including attorneys' fees,
judgments, fines and other amounts which may be paid or incurred by
them in their capacities as such directors, officers, employees or
agents.

<PAGE>
      The Certificate of Incorporation of the Company authorizes
the board of directors to indemnify directors, officers, employees
or agents of the Company to the fullest extent that is lawful.

      The Company's By-laws authorize the board of directors to
indemnify directors, officers, employees and agents in the same
circumstances set forth in the Certificate of Incorporation.  The
By-laws also authorize the Company to purchase liability insurance
on behalf of directors, officers, employees and agents and to enter
into indemnity agreements with directors, officers, employees and
agents.

      The Company has entered into indemnification agreements with
its directors and its officers which provide broader
indemnification than the indemnification specifically available
under 145 of the Delaware statute.  The agreements provide that the
Company will indemnify its directors and its officers, to the
fullest extent permitted by the Company's Certificate of
Incorporation (and that is otherwise lawful) against expenses
(including attorneys' fees), judgments, fines, taxes, penalties and
settlement payments incurred by reason of the fact that they were
directors or officers of the Company.  Unlike 145, this
indemnification would, to the extent that it is lawful, cover
judgments, fines and amounts paid in settlement of claims against
the director or officer by or in the right of the Company.

      The Company is the owner of an insurance policy which covers
the Company for certain losses incurred pursuant to indemnification
obligations set forth above during any policy year, subject to
specified exclusions, terms and conditions.  The policy also covers
the officers and directors of the Company for certain of such
losses if they are not indemnified by the Company.  

      The Company is also the owner of an insurance policy which
would reimburse it for certain losses incurred by it pursuant to
its fiduciary obligations under the Employee Retirement Income
Security Act of 1974, subject to specified exclusions, terms and
conditions.  This policy also covers the officers, directors and
employees of the Company for certain of their losses incurred as
fiduciaries under such Act, subject to specified exclusions, terms
and conditions.  

Item 7.    Exemption Registration Claimed

      Not applicable.



<PAGE>

Item 8.  Exhibits

         4.1   Restated Certificate of Incorporation of the
               Company.  (Filed as Exhibit 19.2 to the Company's
               Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1987, and incorporated by reference
               herein.)

         4.2   By-laws of the Company.  (Filed as Exhibit 3 to the
               Company's Quarterly Report on Form 10-Q/A for the
               quarter ended March 31, 1995, and incorporated by
               reference herein.)

         4.3   Rights Agreement, dated as of March 15, 1986,
               between the Company and Harris Trust and Savings
               Bank, as Rights Agent.  (Filed as Exhibit 4.14 to
               the Company's Annual Report on Form 10-K for the
               year ended December 31, 1985, and incorporated by
               reference herein.)

         4.4   Amendment, dated April 3, 1989, to Rights Agreement,
               between the Company and Harris Trust and Savings
               Bank, as Rights Agent.  (Filed as Exhibit 2 to the
               Company's Current Report on Form 8-K, dated April
               10, 1989, and incorporated by reference herein.)
 
         23.   Consent of Arthur Andersen LLP.

         24.   Powers of Attorney

Item 9.  Undertakings

         (a)  The undersigned registrant hereby undertakes:

              (1)  To file, during any period in which offers or
                   sales are being made, a post-effective amendment
                   or appendix 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 


<PAGE>
      

                          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;

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

                   Provided, however, that paragraphs (a)(1)(i) and
                   (a)(1)(ii) do not apply if the registration
                   statement is on Form S-3, Form S-8 or Form F-3,
                   and the information required to be included in a
                   post-effective amendment by those paragraphs is
                   contained in periodic reports filed 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 herein, 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
                   post-effective amendment any of the securities
                   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 


<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
              Company pursuant to the foregoing provisions, or
              otherwise, the Company has been advised that in the
              opinion of the Securities and Exchange Commission
              such indemnification is against public policy as
              expressed in the Securities Act of 1933 and is,
              therefore, unenforceable.  In the event that a claim
              for indemnification against such liabilities (other
              than the payment by the Company of expenses incurred
              or paid by a director, officer or controlling person
              of the Company 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 Company
              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 Securities Act of 1933 and
              will be governed by a final adjudication of such
              issue.


<PAGE>


                             Signatures

         Pursuant to the requirements of the Securities Act of
1933, Brunswick Corporation 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 Lake Forest, Illinois on August 11, 1995.

                                Brunswick Corporation


                                By: /s/ Thomas K. Erwin                       
                                   Thomas K. Erwin,
                                   Controller


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

     Signature             Title                                
Peter N. Larson       President, Chief Executive Officer
                       (Principal Executive Officer) and Director
  
Jack F. Reichert      Chairman of the Board
                      and Director

William R. McManaman  Vice President-Finance
                        (Principal Financial Officer)

Thomas K. Erwin       Controller (Principal
                        Accounting Officer)

Michael J. Callahan   Director

George D. Kennedy     Director            By:  /s/ Thomas K. Erwin            
                                               Thomas K. Erwin 
Bernd K. Koken        Director                 Attorney-in-Fact

Jay W. Lorsch         Director            August 11, 1995
    
Bettye Martin Musham  Director

Robert N. Rasmus      Director

Roger W. Schipke      Director


<PAGE>


                                Exhibit Index                                 
    Exhibit                      Title                                         
    4.1       Restated Certificate of Incorporation of the Company.
              (Filed as Exhibit 19.2 to the Company's Quarterly Report
              on Form 10-Q for the quarter ended June 30, 1987, and
              incorporated by reference herein.)

    4.2       By-laws of the Company.  (Filed as Exhibit 3 to the
              Company's Quarterly Report on Form 10-Q/A for the quarter
              ended March 31, 1995, and incorporated by reference
              herein.)

    4.3       Rights Agreement, dated as of March 15, 1986, between the
              Company and Harris Trust and Savings Bank, as Rights
              Agent.  (Filed as Exhibit 4.14 to the Company's Annual
              Report on Form 10-K for the year ended December 31, 1985,
              and incorporated by reference herein.)

    4.4       Amendment, dated April 3, 1989, to Rights Agreement,
              between the Company and Harris Trust and Savings Bank, as
              Rights Agent.  (Filed as Exhibit 2 to the Company's
              Current Report on Form 8-K, dated April 10, 1989, and
              incorporated by reference herein.)
     
    23.       Consent of Arthur Andersen LLP.

    24.       Powers of Attorney.

<PAGE>


    Exhibit 23                


                   Consent of Independent Public Accountants                   
          As independent public accountants, we hereby consent to the
    incorporation by reference in this registration statement of our
    report dated February 5, 1995 included or incorporated by reference
    in Brunswick Corporation's Form 10-K for the year ended
    December 31, 1994 and to all references to our firm included in this
    registration statement.




                                     Arthur Andersen LLP


    Chicago, Illinois
    August 11, 1995


<PAGE>

    Exhibit 24             

                              Power of Attorney                                


          The undersigned director and officers of Brunswick
    Corporation, a Delaware corporation (the "Company"), hereby appoint
    Thomas K. Erwin, William R. McManaman, Richard S. O'Brien and
    Dianne M. Yaconetti and each of them individually, the true and
    lawful attorney or attorneys of the undersigned, with power to act
    with or without the others and with full power of substitution and
    resubstitution, to execute in the name and on behalf of the
    undersigned as a director and officers of the Company, a
    Registration Statement under the Securities Act of 1933, as
    amended, for the registration of securities, and any amendments or
    post-effective amendments thereto, and all instruments necessary or
    incidental in connection therewith, and to file or cause to be
    filed such Registration Statement, amendments or post-effective
    amendments thereto, and other instruments with the Securities and
    Exchange Commission.  Each of said attorneys shall have full power
    and authority to do and perform, in the name and on behalf of the
    undersigned, each act whatsoever necessary or desirable to be done
    in the premises, as fully and to all intents and purposes as the
    undersigned could do in person.  The undersigned hereby ratify and
    approve the action of said attorneys and each of them.

          In witness whereof, each of the undersigned has executed this
    Power of Attorney in one or more counterparts on the date set
    opposite his name.


         Capacity                     Signature                    Date        
    President, Chief Executive   /s/ Peter N. Larson         August 11, 1995    
    Officer (Principal)              Peter N. Larson
    Executive Officer) and
    Director


    Chairman of the Board and    /s/ Jack F. Reichert        August 11, 1995   
    Director                         Jack F. Reichert


    Vice President-Finance       /s/ William R. McManaman    August 11, 1995   
    (Principal Financial             William R. McManaman                      
    Officer)


    Controller (Principal        /s/ Thomas K. Erwin         August 11, 1995   
    Accounting Officer)              Thomas K. Erwin                          

<PAGE>


    Exhibit 24    
                              Power of Attorney                                

          The undersigned director of Brunswick Corporation, a Delaware
    corporation (the "Company"), hereby appoints Thomas K. Erwin,
    William R. McManaman, Richard S. O'Brien and Dianne M. Yaconetti
    and each of them individually, the true and lawful attorney or
    attorneys of the undersigned, with power to act with or without the
    others and with full power of substitution and resubstitution, to
    execute in the name and on behalf of the undersigned as a director
    of the Company, a Registration Statement under the Securities Act
    of 1933, as amended, for the registration of securities, and any
    amendments or post-effective amendments thereto, and all
    instruments necessary or incidental in connection therewith, and to
    file or cause to be filed such Registration Statement, amendments
    or post-effective amendments thereto, and other instruments with
    the Securities and Exchange Commission.  Each of said attorneys
    shall have full power and authority to do and perform, in the name
    and on behalf of the undersigned, each act whatsoever necessary or
    desirable to be done in the premises, as fully and to all intents
    and purposes as the undersigned could do in person.  The
    undersigned hereby ratifies and approves the action of said
    attorneys and each of them.

          In witness whereof, the undersigned has executed this Power
    of Attorney in one or more counterparts on the date set opposite
    his name.



    August 11, 1995                  /s/ Michael J. Callahan                   
                                       Michael J. Callahan
<PAGE>


    Exhibit 24                
                              Power of Attorney                              

          The undersigned director of Brunswick Corporation, a Delaware
    corporation (the "Company"), hereby appoints Thomas K. Erwin,
    William R. McManaman, Richard S. O'Brien and Dianne M. Yaconetti
    and each of them individually, the true and lawful attorney or
    attorneys of the undersigned, with power to act with or without the
    others and with full power of substitution and resubstitution, to
    execute in the name and on behalf of the undersigned as a director
    of the Company, a Registration Statement under the Securities Act
    of 1933, as amended, for the registration of securities, and any
    amendments or post-effective amendments thereto, and all
    instruments necessary or incidental in connection therewith, and to
    file or cause to be filed such Registration Statement, amendments
    or post-effective amendments thereto, and other instruments with
    the Securities and Exchange Commission.  Each of said attorneys
    shall have full power and authority to do and perform, in the name
    and on behalf of the undersigned, each act whatsoever necessary or
    desirable to be done in the premises, as fully and to all intents
    and purposes as the undersigned could do in person.  The
    undersigned hereby ratifies and approves the action of said
    attorneys and each of them.

          In witness whereof, the undersigned has executed this Power
    of Attorney in one or more counterparts on the date set opposite
    his name.



    August 7, 1995               /s/ Bettye Martin Musham              
                                     Bettye Martin Musham
<PAGE>



    Exhibit 24              
                              Power of Attorney      

          The undersigned director of Brunswick Corporation, a Delaware
    corporation (the "Company"), hereby appoints Thomas K. Erwin,
    William R. McManaman, Richard S. O'Brien and Dianne M. Yaconetti
    and each of them individually, the true and lawful attorney or
    attorneys of the undersigned, with power to act with or without the
    others and with full power of substitution and resubstitution, to
    execute in the name and on behalf of the undersigned as a director
    of the Company, a Registration Statement under the Securities Act
    of 1933, as amended, for the registration of securities, and any
    amendments or post-effective amendments thereto, and all
    instruments necessary or incidental in connection therewith, and to
    file or cause to be filed such Registration Statement, amendments
    or post-effective amendments thereto, and other instruments with
    the Securities and Exchange Commission.  Each of said attorneys
    shall have full power and authority to do and perform, in the name
    and on behalf of the undersigned, each act whatsoever necessary or
    desirable to be done in the premises, as fully and to all intents
    and purposes as the undersigned could do in person.  The
    undersigned hereby ratifies and approves the action of said
    attorneys and each of them.

          In witness whereof, the undersigned has executed this Power
    of Attorney in one or more counterparts on the date set opposite
    his name.



    August 11, 1995              /s/ George D. Kennedy
                                    George D. Kennedy


<PAGE>

    Exhibit 24              
                              Power of Attorney                                

          The undersigned director of Brunswick Corporation, a Delaware
    corporation (the "Company"), hereby appoints Thomas K. Erwin,
    William R. McManaman, Richard S. O'Brien and Dianne M. Yaconetti
    and each of them individually, the true and lawful attorney or
    attorneys of the undersigned, with power to act with or without the
    others and with full power of substitution and resubstitution, to
    execute in the name and on behalf of the undersigned as a director
    of the Company, a Registration Statement under the Securities Act
    of 1933, as amended, for the registration of securities, and any
    amendments or post-effective amendments thereto, and all
    instruments necessary or incidental in connection therewith, and to
    file or cause to be filed such Registration Statement, amendments
    or post-effective amendments thereto, and other instruments with
    the Securities and Exchange Commission.  Each of said attorneys
    shall have full power and authority to do and perform, in the name
    and on behalf of the undersigned, each act whatsoever necessary or
    desirable to be done in the premises, as fully and to all intents
    and purposes as the undersigned could do in person.  The
    undersigned hereby ratifies and approves the action of said
    attorneys and each of them.

          In witness whereof, the undersigned has executed this Power
    of Attorney in one or more counterparts on the date set opposite
    his name.



    August 11, 1995              /s/ Bernd K. Koken                         
                                     Bernd K. Koken

<PAGE>

    Exhibit 24              
                              Power of Attorney                                


          The undersigned director of Brunswick Corporation, a Delaware
    corporation (the "Company"), hereby appoints Thomas K. Erwin,
    William R. McManaman, Richard S. O'Brien and Dianne M. Yaconetti
    and each of them individually, the true and lawful attorney or
    attorneys of the undersigned, with power to act with or without the
    others and with full power of substitution and resubstitution, to
    execute in the name and on behalf of the undersigned as a director
    of the Company, a Registration Statement under the Securities Act
    of 1933, as amended, for the registration of securities, and any
    amendments or post-effective amendments thereto, and all
    instruments necessary or incidental in connection therewith, and to
    file or cause to be filed such Registration Statement, amendments
    or post-effective amendments thereto, and other instruments with
    the Securities and Exchange Commission.  Each of said attorneys
    shall have full power and authority to do and perform, in the name
    and on behalf of the undersigned, each act whatsoever necessary or
    desirable to be done in the premises, as fully and to all intents
    and purposes as the undersigned could do in person.  The
    undersigned hereby ratifies and approves the action of said
    attorneys and each of them.

          In witness whereof, the undersigned has executed this Power
    of Attorney in one or more counterparts on the date set opposite
    his name.



    August 4, 1995               /s/ Robert N. Rasmus                          
                                     Robert N. Rasmus

<PAGE>




    Exhibit 24              
                              Power of Attorney                                

          The undersigned director of Brunswick Corporation, a Delaware
    corporation (the "Company"), hereby appoints Thomas K. Erwin,
    William R. McManaman, Richard S. O'Brien and Dianne M. Yaconetti
    and each of them individually, the true and lawful attorney or
    attorneys of the undersigned, with power to act with or without the
    others and with full power of substitution and resubstitution, to
    execute in the name and on behalf of the undersigned as a director
    of the Company, a Registration Statement under the Securities Act
    of 1933, as amended, for the registration of securities, and any
    amendments or post-effective amendments thereto, and all
    instruments necessary or incidental in connection therewith, and to
    file or cause to be filed such Registration Statement, amendments
    or post-effective amendments thereto, and other instruments with
    the Securities and Exchange Commission.  Each of said attorneys
    shall have full power and authority to do and perform, in the name
    and on behalf of the undersigned, each act whatsoever necessary or
    desirable to be done in the premises, as fully and to all intents
    and purposes as the undersigned could do in person.  The
    undersigned hereby ratifies and approves the action of said
    attorneys and each of them.

          In witness whereof, the undersigned has executed this Power
    of Attorney in one or more counterparts on the date set opposite
    his name.



    August 11, 1995             /s/ Jay W. Lorsch                              
                                    Jay W. Lorsch

<PAGE>


    Exhibit 24    
                              Power of Attorney                                

          The undersigned director of Brunswick Corporation, a Delaware
    corporation (the "Company"), hereby appoints Thomas K. Erwin,
    William R. McManaman, Richard S. O'Brien and Dianne M. Yaconetti
    and each of them individually, the true and lawful attorney or
    attorneys of the undersigned, with power to act with or without the
    others and with full power of substitution and resubstitution, to
    execute in the name and on behalf of the undersigned as a director
    of the Company, a Registration Statement under the Securities Act
    of 1933, as amended, for the registration of securities, and any
    amendments or post-effective amendments thereto, and all
    instruments necessary or incidental in connection therewith, and to
    file or cause to be filed such Registration Statement, amendments
    or post-effective amendments thereto, and other instruments with
    the Securities and Exchange Commission.  Each of said attorneys
    shall have full power and authority to do and perform, in the name
    and on behalf of the undersigned, each act whatsoever necessary or
    desirable to be done in the premises, as fully and to all intents
    and purposes as the undersigned could do in person.  The
    undersigned hereby ratifies and approves the action of said
    attorneys and each of them.

          In witness whereof, the undersigned has executed this Power
    of Attorney in one or more counterparts on the date set opposite
    his name.



    August 3, 1995               /s/ Roger W. Schipke                          
                                     Roger W. Schipke
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 32021}]
Registration No.
                          Securities and Exchange Commission
                             Washington, D.C. 20549
                               
                                  Form S-8

                              Registration Statement
                                   under
                            The Securities Act of 1933

                

                             Brunswick Corporation
            (Exact name of registrant as specified in its charter)

                 Delaware                      36-0848180
       (State of Incorporation)        (I.R.S. Employer Identification Number)

       1 N. Field Ct., Lake Forest, IL         60045-4811
       (Address of Principal Executive Offices including zip code)

                    1995 Stock Plan For Non-Employee Directors
                            (Full title of the plan)

                       Robert T. McNaney, General Counsel
                              Brunswick Corporation
                                 1 N. Field Ct.
                        Lake Forest, Illinois 60045-4811
                     (Name and address of agent for service)
                                  708-735-4700
                     (Telephone number of agent for service)

                         Calculation of Registration Fee

                                         Proposed    Proposed
                                         Maximum     Maximum
                                         Offering    Aggregate   Amount of
  Title of Securities   Amount to be     Price Per   Offering    Registration
  to be Registered       Registered      Share (1)   Price            Fee      
  Common Stock Par      250,000          $20.25      $5,062,500    $1,745.69
  Value $0.75           shares

  (1)  Estimated solely for the purpose of calculating the amount of the
  registration fee pursuant to Rule 457(h) on the basis of the average of the
  high and the low prices of the Common Stock on August 9, 1995.
Part II

         Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

      The following documents or portions of documents previously
filed with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
 
      (a)  The Annual Report of Brunswick Corporation (the
           "Company") on Form 10-K for the year ended December 31,
           1994.

      (b)  The Company's Quarterly Report on Form 10-Q/A for the
           Quarter ended March 31, 1995.

      (c)  The Company's Quarterly Report on Form 10-Q for the
           Quarter ended June 30, 1995.

      (d)  The description of the Preferred Share Purchase Rights
           contained in the Company's Registration Statement on
           Form 8-A filed with the Commission on March 31, 1986 (as
           amended on Form 8 dated April 10, 1989).

      (e)  The description of the Company's Common Stock contained
           on pages 8-9 of the Prospectus filed as part of
           Amendment No. 1 to the Company's Registration Statement
           No. 33-45772 filed with the Commission on April 30,
           1992.

      All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, and 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 in this
registration statement and to be part hereof from the date of
filing of such documents.

Item 4.    Description of Securities

      Not applicable.

Item 5.    Interests of Named Experts and Counsel

      Not applicable.

Item 6.    Indemnification of Directors and Officers

      Section 145 of the General Corporation Law of the State of
Delaware, under which the Company is organized, empowers a
corporation, subject to certain limitations, to indemnify its
officers, directors, employees and agents, or others acting in
similar capacities for other entities at the request of the
Company, against certain expenses, including attorneys' fees,
judgments, fines and other amounts which may be paid or incurred by
them in their capacities as such directors, officers, employees or
agents.
The Certificate of Incorporation of the Company authorizes
the board of directors to indemnify directors, officers, employees
or agents of the Company to the fullest extent that is lawful.

      The Company's By-laws authorize the board of directors to
indemnify directors, officers, employees and agents in the same
circumstances set forth in the Certificate of Incorporation.  The
By-laws also authorize the Company to purchase liability insurance
on behalf of directors, officers, employees and agents and to enter
into indemnity agreements with directors, officers, employees and
agents.

      The Company has entered into indemnification agreements with
its directors and its officers which provide broader
indemnification than the indemnification specifically available
under 145 of the Delaware statute.  The agreements provide that the
Company will indemnify its directors and its officers, to the
fullest extent permitted by the Company's Certificate of
Incorporation (and that is otherwise lawful) against expenses
(including attorneys' fees), judgments, fines, taxes, penalties and
settlement payments incurred by reason of the fact that they were
directors or officers of the Company.  Unlike 145, this
indemnification would, to the extent that it is lawful, cover
judgments, fines and amounts paid in settlement of claims against
the director or officer by or in the right of the Company.

      The Company is the owner of an insurance policy which covers
the Company for certain losses incurred pursuant to indemnification
obligations set forth above during any policy year, subject to
specified exclusions, terms and conditions.  The policy also covers
the officers and directors of the Company for certain of such
losses if they are not indemnified by the Company.  

      The Company is also the owner of an insurance policy which
would reimburse it for certain losses incurred by it pursuant to
its fiduciary obligations under the Employee Retirement Income
Security Act of 1974, subject to specified exclusions, terms and
conditions.  This policy also covers the officers, directors and
employees of the Company for certain of their losses incurred as
fiduciaries under such Act, subject to specified exclusions, terms
and conditions.  

Item 7.    Exemption Registration Claimed

      Not applicable.
Item 8.  Exhibits

         4.1   Restated Certificate of Incorporation of the
               Company.  (Filed as Exhibit 19.2 to the Company's
               Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1987, and incorporated by reference
               herein.)

         4.2   By-laws of the Company.  (Filed as Exhibit 3 to the
               Company's Quarterly Report on Form 10-Q/A for the
               quarter ended March 31, 1995, and incorporated by
               reference herein.)

         4.3   Rights Agreement, dated as of March 15, 1986,
               between the Company and Harris Trust and Savings
               Bank, as Rights Agent.  (Filed as Exhibit 4.14 to
               the Company's Annual Report on Form 10-K for the
               year ended December 31, 1985, and incorporated by
               reference herein.)

         4.4   Amendment, dated April 3, 1989, to Rights Agreement,
               between the Company and Harris Trust and Savings
               Bank, as Rights Agent.  (Filed as Exhibit 2 to the
               Company's Current Report on Form 8-K, dated April
               10, 1989, and incorporated by reference herein.)
 
         23.   Consent of Arthur Andersen LLP.

         24.   Powers of Attorney

Item 9.  Undertakings

         (a)  The undersigned registrant hereby undertakes:

              (1)  To file, during any period in which offers or
                   sales are being made, a post-effective amendment
                   or appendix 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;

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

                   Provided, however, that paragraphs (a)(1)(i) and
                   (a)(1)(ii) do not apply if the registration
                   statement is on Form S-3, Form S-8 or Form F-3,
                   and the information required to be included in a
                   post-effective amendment by those paragraphs is
                   contained in periodic reports filed 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 herein, 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
                   post-effective amendment any of the securities
                   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
              Company pursuant to the foregoing provisions, or
              otherwise, the Company has been advised that in the
              opinion of the Securities and Exchange Commission
              such indemnification is against public policy as
              expressed in the Securities Act of 1933 and is,
              therefore, unenforceable.  In the event that a claim
              for indemnification against such liabilities (other
              than the payment by the Company of expenses incurred
              or paid by a director, officer or controlling person
              of the Company 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 Company
              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 Securities Act of 1933 and
              will be governed by a final adjudication of such
              issue.
Signatures

         Pursuant to the requirements of the Securities Act of
1933, Brunswick Corporation 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 Lake Forest, Illinois on August 11, 1995.

                                Brunswick Corporation

                                By: /s/ Thomas K. Erwin                       
                                   Thomas K. Erwin,
                                   Controller

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

     Signature             Title                                
Peter N. Larson       President, Chief Executive Officer
                       (Principal Executive Officer) and Director
  
Jack F. Reichert      Chairman of the Board
                      and Director

William R. McManaman  Vice President-Finance
                        (Principal Financial Officer)

Thomas K. Erwin       Controller (Principal
                        Accounting Officer)

Michael J. Callahan   Director

George D. Kennedy     Director            By:  /s/ Thomas K. Erwin            
                                               Thomas K. Erwin 
Bernd K. Koken        Director                 Attorney-in-Fact

Jay W. Lorsch         Director            August 11, 1995
    
Bettye Martin Musham  Director

Robert N. Rasmus      Director

Roger W. Schipke      Director
Exhibit Index                                 
    Exhibit                      Title                                         
    4.1       Restated Certificate of Incorporation of the Company.
              (Filed as Exhibit 19.2 to the Company's Quarterly Report
              on Form 10-Q for the quarter ended June 30, 1987, and
              incorporated by reference herein.)

    4.2       By-laws of the Company.  (Filed as Exhibit 3 to the
              Company's Quarterly Report on Form 10-Q/A for the quarter
              ended March 31, 1995, and incorporated by reference
              herein.)

    4.3       Rights Agreement, dated as of March 15, 1986, between the
              Company and Harris Trust and Savings Bank, as Rights
              Agent.  (Filed as Exhibit 4.14 to the Company's Annual
              Report on Form 10-K for the year ended December 31, 1985,
              and incorporated by reference herein.)

    4.4       Amendment, dated April 3, 1989, to Rights Agreement,
              between the Company and Harris Trust and Savings Bank, as
              Rights Agent.  (Filed as Exhibit 2 to the Company's
              Current Report on Form 8-K, dated April 10, 1989, and
              incorporated by reference herein.)
     
    23.       Consent of Arthur Andersen LLP.

    24.       Powers of Attorney.
Exhibit 23                

                   Consent of Independent Public Accountants                   
          As independent public accountants, we hereby consent to the
    incorporation by reference in this registration statement of our
    report dated February 5, 1995 included or incorporated by reference
    in Brunswick Corporation's Form 10-K for the year ended
    December 31, 1994 and to all references to our firm included in this
    registration statement.

                                     Arthur Andersen LLP

    Chicago, Illinois
    August 11, 1995
Exhibit 24             

                              Power of Attorney                                

          The undersigned director and officers of Brunswick
    Corporation, a Delaware corporation (the "Company"), hereby appoint
    Thomas K. Erwin, William R. McManaman, Richard S. O'Brien and
    Dianne M. Yaconetti and each of them individually, the true and
    lawful attorney or attorneys of the undersigned, with power to act
    with or without the others and with full power of substitution and
    resubstitution, to execute in the name and on behalf of the
    undersigned as a director and officers of the Company, a
    Registration Statement under the Securities Act of 1933, as
    amended, for the registration of securities, and any amendments or
    post-effective amendments thereto, and all instruments necessary or
    incidental in connection therewith, and to file or cause to be
    filed such Registration Statement, amendments or post-effective
    amendments thereto, and other instruments with the Securities and
    Exchange Commission.  Each of said attorneys shall have full power
    and authority to do and perform, in the name and on behalf of the
    undersigned, each act whatsoever necessary or desirable to be done
    in the premises, as fully and to all intents and purposes as the
    undersigned could do in person.  The undersigned hereby ratify and
    approve the action of said attorneys and each of them.

          In witness whereof, each of the undersigned has executed this
    Power of Attorney in one or more counterparts on the date set
    opposite his name.

         Capacity                     Signature                    Date        
    President, Chief Executive   /s/ Peter N. Larson         August 11, 1995    
    Officer (Principal)              Peter N. Larson
    Executive Officer) and
    Director

    Chairman of the Board and    /s/ Jack F. Reichert        August 11, 1995   
    Director                         Jack F. Reichert

    Vice President-Finance       /s/ William R. McManaman    August 11, 1995   
    (Principal Financial             William R. McManaman                      
    Officer)

    Controller (Principal        /s/ Thomas K. Erwin         August 11, 1995   
    Accounting Officer)              Thomas K. Erwin
Exhibit 24    
                              Power of Attorney                                

          The undersigned director of Brunswick Corporation, a Delaware
    corporation (the "Company"), hereby appoints Thomas K. Erwin,
    William R. McManaman, Richard S. O'Brien and Dianne M. Yaconetti
    and each of them individually, the true and lawful attorney or
    attorneys of the undersigned, with power to act with or without the
    others and with full power of substitution and resubstitution, to
    execute in the name and on behalf of the undersigned as a director
    of the Company, a Registration Statement under the Securities Act
    of 1933, as amended, for the registration of securities, and any
    amendments or post-effective amendments thereto, and all
    instruments necessary or incidental in connection therewith, and to
    file or cause to be filed such Registration Statement, amendments
    or post-effective amendments thereto, and other instruments with
    the Securities and Exchange Commission.  Each of said attorneys
    shall have full power and authority to do and perform, in the name
    and on behalf of the undersigned, each act whatsoever necessary or
    desirable to be done in the premises, as fully and to all intents
    and purposes as the undersigned could do in person.  The
    undersigned hereby ratifies and approves the action of said
    attorneys and each of them.

          In witness whereof, the undersigned has executed this Power
    of Attorney in one or more counterparts on the date set opposite
    his name.

    August 11, 1995                  /s/ Michael J. Callahan                   
                                       Michael J. Callahan
Exhibit 24                
                              Power of Attorney                              

          The undersigned director of Brunswick Corporation, a Delaware
    corporation (the "Company"), hereby appoints Thomas K. Erwin,
    William R. McManaman, Richard S. O'Brien and Dianne M. Yaconetti
    and each of them individually, the true and lawful attorney or
    attorneys of the undersigned, with power to act with or without the
    others and with full power of substitution and resubstitution, to
    execute in the name and on behalf of the undersigned as a director
    of the Company, a Registration Statement under the Securities Act
    of 1933, as amended, for the registration of securities, and any
    amendments or post-effective amendments thereto, and all
    instruments necessary or incidental in connection therewith, and to
    file or cause to be filed such Registration Statement, amendments
    or post-effective amendments thereto, and other instruments with
    the Securities and Exchange Commission.  Each of said attorneys
    shall have full power and authority to do and perform, in the name
    and on behalf of the undersigned, each act whatsoever necessary or
    desirable to be done in the premises, as fully and to all intents
    and purposes as the undersigned could do in person.  The
    undersigned hereby ratifies and approves the action of said
    attorneys and each of them.

          In witness whereof, the undersigned has executed this Power
    of Attorney in one or more counterparts on the date set opposite
    his name.

    August 7, 1995               /s/ Bettye Martin Musham              
                                     Bettye Martin Musham
Exhibit 24              
                              Power of Attorney      

          The undersigned director of Brunswick Corporation, a Delaware
    corporation (the "Company"), hereby appoints Thomas K. Erwin,
    William R. McManaman, Richard S. O'Brien and Dianne M. Yaconetti
    and each of them individually, the true and lawful attorney or
    attorneys of the undersigned, with power to act with or without the
    others and with full power of substitution and resubstitution, to
    execute in the name and on behalf of the undersigned as a director
    of the Company, a Registration Statement under the Securities Act
    of 1933, as amended, for the registration of securities, and any
    amendments or post-effective amendments thereto, and all
    instruments necessary or incidental in connection therewith, and to
    file or cause to be filed such Registration Statement, amendments
    or post-effective amendments thereto, and other instruments with
    the Securities and Exchange Commission.  Each of said attorneys
    shall have full power and authority to do and perform, in the name
    and on behalf of the undersigned, each act whatsoever necessary or
    desirable to be done in the premises, as fully and to all intents
    and purposes as the undersigned could do in person.  The
    undersigned hereby ratifies and approves the action of said
    attorneys and each of them.

          In witness whereof, the undersigned has executed this Power
    of Attorney in one or more counterparts on the date set opposite
    his name.

    August 11, 1995              /s/ George D. Kennedy
                                    George D. Kennedy
Exhibit 24              
                              Power of Attorney                                

          The undersigned director of Brunswick Corporation, a Delaware
    corporation (the "Company"), hereby appoints Thomas K. Erwin,
    William R. McManaman, Richard S. O'Brien and Dianne M. Yaconetti
    and each of them individually, the true and lawful attorney or
    attorneys of the undersigned, with power to act with or without the
    others and with full power of substitution and resubstitution, to
    execute in the name and on behalf of the undersigned as a director
    of the Company, a Registration Statement under the Securities Act
    of 1933, as amended, for the registration of securities, and any
    amendments or post-effective amendments thereto, and all
    instruments necessary or incidental in connection therewith, and to
    file or cause to be filed such Registration Statement, amendments
    or post-effective amendments thereto, and other instruments with
    the Securities and Exchange Commission.  Each of said attorneys
    shall have full power and authority to do and perform, in the name
    and on behalf of the undersigned, each act whatsoever necessary or
    desirable to be done in the premises, as fully and to all intents
    and purposes as the undersigned could do in person.  The
    undersigned hereby ratifies and approves the action of said
    attorneys and each of them.

          In witness whereof, the undersigned has executed this Power
    of Attorney in one or more counterparts on the date set opposite
    his name.

    August 11, 1995              /s/ Bernd K. Koken                         
                                     Bernd K. Koken
Exhibit 24              
                              Power of Attorney                                

          The undersigned director of Brunswick Corporation, a Delaware
    corporation (the "Company"), hereby appoints Thomas K. Erwin,
    William R. McManaman, Richard S. O'Brien and Dianne M. Yaconetti
    and each of them individually, the true and lawful attorney or
    attorneys of the undersigned, with power to act with or without the
    others and with full power of substitution and resubstitution, to
    execute in the name and on behalf of the undersigned as a director
    of the Company, a Registration Statement under the Securities Act
    of 1933, as amended, for the registration of securities, and any
    amendments or post-effective amendments thereto, and all
    instruments necessary or incidental in connection therewith, and to
    file or cause to be filed such Registration Statement, amendments
    or post-effective amendments thereto, and other instruments with
    the Securities and Exchange Commission.  Each of said attorneys
    shall have full power and authority to do and perform, in the name
    and on behalf of the undersigned, each act whatsoever necessary or
    desirable to be done in the premises, as fully and to all intents
    and purposes as the undersigned could do in person.  The
    undersigned hereby ratifies and approves the action of said
    attorneys and each of them.

          In witness whereof, the undersigned has executed this Power
    of Attorney in one or more counterparts on the date set opposite
    his name.

    August 4, 1995               /s/ Robert N. Rasmus                          
                                     Robert N. Rasmus
Exhibit 24              
                              Power of Attorney                                

          The undersigned director of Brunswick Corporation, a Delaware
    corporation (the "Company"), hereby appoints Thomas K. Erwin,
    William R. McManaman, Richard S. O'Brien and Dianne M. Yaconetti
    and each of them individually, the true and lawful attorney or
    attorneys of the undersigned, with power to act with or without the
    others and with full power of substitution and resubstitution, to
    execute in the name and on behalf of the undersigned as a director
    of the Company, a Registration Statement under the Securities Act
    of 1933, as amended, for the registration of securities, and any
    amendments or post-effective amendments thereto, and all
    instruments necessary or incidental in connection therewith, and to
    file or cause to be filed such Registration Statement, amendments
    or post-effective amendments thereto, and other instruments with
    the Securities and Exchange Commission.  Each of said attorneys
    shall have full power and authority to do and perform, in the name
    and on behalf of the undersigned, each act whatsoever necessary or
    desirable to be done in the premises, as fully and to all intents
    and purposes as the undersigned could do in person.  The
    undersigned hereby ratifies and approves the action of said
    attorneys and each of them.

          In witness whereof, the undersigned has executed this Power
    of Attorney in one or more counterparts on the date set opposite
    his name.

    August 11, 1995             /s/ Jay W. Lorsch                              
                                    Jay W. Lorsch
Exhibit 24    
                              Power of Attorney                                

          The undersigned director of Brunswick Corporation, a Delaware
    corporation (the "Company"), hereby appoints Thomas K. Erwin,
    William R. McManaman, Richard S. O'Brien and Dianne M. Yaconetti
    and each of them individually, the true and lawful attorney or
    attorneys of the undersigned, with power to act with or without the
    others and with full power of substitution and resubstitution, to
    execute in the name and on behalf of the undersigned as a director
    of the Company, a Registration Statement under the Securities Act
    of 1933, as amended, for the registration of securities, and any
    amendments or post-effective amendments thereto, and all
    instruments necessary or incidental in connection therewith, and to
    file or cause to be filed such Registration Statement, amendments
    or post-effective amendments thereto, and other instruments with
    the Securities and Exchange Commission.  Each of said attorneys
    shall have full power and authority to do and perform, in the name
    and on behalf of the undersigned, each act whatsoever necessary or
    desirable to be done in the premises, as fully and to all intents
    and purposes as the undersigned could do in person.  The
    undersigned hereby ratifies and approves the action of said
    attorneys and each of them.

          In witness whereof, the undersigned has executed this Power
    of Attorney in one or more counterparts on the date set opposite
    his name.

    August 3, 1995               /s/ Roger W. Schipke                          
                                     Roger W. Schipke