SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Brown & Sharpe Manufacturing Company
(Name of Issuer)
Class B Common Stock, $1.00 Par Value
(Title of class of securities)
11522300
(CUSIP number)
Margaret D. Farrell, Esq.
Hinckley, Allen & Snyder
1500 Fleet Center
Providence, Rhode Island 02916
(401)-274-2000
___________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 31, 1997
(Date of Event Which Requires Filing of This Statement)
No fee is being paid with the statement.
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1) Name of Reporting Person. Henry D. Sharpe, Jr.
2) Check if a Member of a Group (See Instructions)
(a) ______________________________
(b) ______________________________
3) SEC Use Only. _________________________
4) Source of Funds (See Instructions). Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuan to Item
2(d) or 2(e):_______________________________________________________
6) Citizenship or Place of Organization. United States
Number of 7) Sole Voting Power: 102,856
Shares Bene-
ficially 8) Shared Voting Power: 0
Owned By
Each Report- 9) Sole Dispositive Power: 102,856
ing Person
With 10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 102,856
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):________X_____________ -
13) Percent of Class Represented by Amount in Row 11. 19.9%
14) Type of Reporting Person (See Instructions). IN
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Item 1. Security and Issuer.
This statement relates to the shares of Class B Common Stock, $1.00
par value per share (the "Class B Stock"), of Brown & Sharpe
Manufacturing Company, a Delaware corporation ("Company"). The address
of the Company's principal executive office is 100 Frenchtown Road,
North Kingstown, Rhode Island 02852.
Item 2. Identity and Background.
(a), (b), (c) and (f) This filing is being made by Henry D. Sharpe,
Jr. Mr. Sharpe's principal address is Pojac Point, North Kingstown, RI
02852. Mr. Sharpe is Chairman Emeritus of the Company and is the
Company's former Chairman, President and Chief Executive Officer. The
Company's principal business address is 100 Frenchtown Road, North
Kingstown, Rhode Island 02852. Mr. Sharpe is a United States citizen.
(d) and (e). During the last five years, Mr. Sharpe has not been: (i)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or (ii) a party to a civil proceeding of a
judicial or administration body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Not applicable.
Item 5. Interest in Securities of the Issuer.
Mr. Sharpe is the beneficial owner of 102,856 shares of the Class B
Stock. The Class B Stock is held in Mr. Sharpe's revocable trust
of which Fiduciary Trust Company International is the trustee
("Fiduciary"). Mr. Sharpe retains the power to control the voting and
disposition of the Class B Stock held by the trust.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
120 shares of the Company's Class A Stock and 40 shares of its Class B
Stock are held by the Sharpe Family Foundation, a charitable foundation
("Foundation"). Foundation trustees are Mr. Sharpe, Fiduciary and Mr. Sharpe's
wife, Peggy Boyd Sharpe. The trustees share voting power with respect to the
Foundation's assets. Mr. Sharpe disclaims beneficial ownership with respect to
the shares held by the Foundation.
Mr. Sharpe is a beneficiary of a trust established under the will of
Henry D. Sharpe, Sr. The trust is in possession of 7,200 shares of the Company's
Class A Stock and 2,400 shares of its Class B Stock. Mr. Sharpe has neither
voting nor dispositive power with respect to these shares.
308,570 shares of the Company's Class A Stock are held by Fiduciary as
to which Mr. Sharpe has sole voting and dispositive power.
Item 7. Material to be Filed as Exhibits. None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Henry D. Sharpe, Jr.
Henry D. Sharpe, Jr.
Dated: April 28, 1997
