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BROWN & SHARPE MANUFACTURING COMPANY
PRECISION PARK
200 FRENCHTOWN ROAD
NORTH KINGSTOWN, RI 02852
(401) 886-2000
September 4, 1996
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Brown & Sharpe Manufacturing Company
Registration No. 33-54319
Ladies and Gentlemen:
Pursuant to Rule 477(a), Brown & Sharpe Manufacturing Company (the
"Company") requests the withdrawal of its Registration Statement on Form S-1
filed with the Securities and Exchange Commission on June 27, 1994 (File No.
33-54319). Due to market conditions existing at the time, the Company was able
to obtain bank financing on more favorable terms than could be obtained through
the debt offering which was the subject of the filing. Accordingly, the Company
now seeks to have the Registration Statement withdrawn.
Any questions or comments with respect to this request should be directed
to the undersigned at (401) 886-2203 or to Anne K. Hayes (617-951-7402) or
Howard K. Fuguet (617-951-7292) of Ropes & Gray.
Very truly yours,
Brown & Sharpe Manufacturing Company
/s/ James W. Hayes, III
James W. Hayes, III
Secretary and Corporate Counsel
cc: Howard K. Fuguet
Anne K. Hayes
