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)

                   1994 Stock Option 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
                      Amount       Offering    Aggregate   Amount of
Title of Securities   to be        Price Per   Offering    Registration
to be Registered      Registered   Share (1)   Price       Fee         

Common Stock Par       200,000     $19.50      $3,900,000  $1,344.83
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
October 25, 1994.

<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, 1993.

      (b)  The Company's Quarterly Report on Form 10-Q for the Quarters ended
           March 31, 1994 and June 30, 1994.

      (c)  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).

      (d)  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

      Robert T. McNaney, who has given an opinion as to the validity of the
securities being registered, as of October 24, 1994 owns 33,010 shares of
Common Stock of the Company and holds options to purchase 19,000 shares of
Common Stock of the Company.

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 Section 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 Section 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.    Exception from 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 for the quarter ended March 31, 1994,
           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.)

       5.  Opinion of Robert T. McNaney

      23.1 The consent of Robert T. McNaney is contained in his opinion filed
           as Exhibit 5 to this Registration Statement.

      23.2  Consent of Arthur Andersen LLP.

      24.   Power of Attorney

Item 9.    Undertakings

      (a)  The undersigned registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales are being
                made, a post-effective amendment 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;
<PAGE>
                (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.
<PAGE>
      (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 provisions
           referred to in Item 6 (except as set forth in paragraph (c)
           thereunder), 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 October 27, 1994.

                                Brunswick Corporation

                                By: /s/ Dianne M. Yaconetti,
                                        Vice President-Administration
                                        and Corporate Secretary

      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 
Jack F. Reichert      Chairman of the Board,   
                        President, Chief Executive
                        Officer (Principal Executive 
                        Officer) and Director

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

Thomas K. Erwin       Controller (Principal
                        Accounting Officer)

Michael J. Callahan   Director

John P. Diesel        Director

Donald E. Guinn       Director

George D. Kennedy     Director            By: /s/ Dianne M. Yaconetti
                                                  Attorney-in-Fact
Bernd K. Koken        Director

Jay W. Lorsch         Director            October 27, 1994

Bettye Martin Musham  Director

Robert N. Rasmus      Director

Roger W. Schipke      Director
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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)

                   1994 Stock Option 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
                      Amount       Offering    Aggregate   Amount of
Title of Securities   to be        Price Per   Offering    Registration
to be Registered      Registered   Share (1)   Price       Fee         

Common Stock Par       200,000     $19.50      $3,900,000  $1,344.83
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
October 25, 1994.
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, 1993.

      (b)  The Company's Quarterly Report on Form 10-Q for the Quarters ended
           March 31, 1994 and June 30, 1994.

      (c)  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).

      (d)  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

      Robert T. McNaney, who has given an opinion as to the validity of the
securities being registered, as of October 24, 1994 owns 33,010 shares of
Common Stock of the Company and holds options to purchase 19,000 shares of
Common Stock of the Company.

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 Section 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 Section 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.    Exception from 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 for the quarter ended March 31, 1994,
           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.)

       5.  Opinion of Robert T. McNaney

      23.1 The consent of Robert T. McNaney is contained in his opinion filed
           as Exhibit 5 to this Registration Statement.

      23.2  Consent of Arthur Andersen LLP.

      24.   Power of Attorney

Item 9.    Undertakings

      (a)  The undersigned registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales are being
                made, a post-effective amendment 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;
(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 provisions
           referred to in Item 6 (except as set forth in paragraph (c)
           thereunder), 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 October 27, 1994.

                                Brunswick Corporation

                                By: /s/ Dianne M. Yaconetti,
                                        Vice President-Administration
                                        and Corporate Secretary

      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 
Jack F. Reichert      Chairman of the Board,   
                        President, Chief Executive
                        Officer (Principal Executive 
                        Officer) and Director

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

Thomas K. Erwin       Controller (Principal
                        Accounting Officer)

Michael J. Callahan   Director

John P. Diesel        Director

Donald E. Guinn       Director

George D. Kennedy     Director            By: /s/ Dianne M. Yaconetti
                                                  Attorney-in-Fact
Bernd K. Koken        Director

Jay W. Lorsch         Director            October 27, 1994

Bettye Martin Musham  Director

Robert N. Rasmus      Director

Roger W. Schipke      Director