BRUNSWICK CORP
10-Q, 1995-11-07
ENGINES & TURBINES
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                                    Form 10-Q


                       Securities and Exchange Commission
                            Washington, D. C.  20549


X Quarterly Report pursuant to Section 13 or 15 (d)
  of the Securities Exchange Act of 1934


For the quarterly period ended September 30, 1995


Commission file number 1-1043


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


              Delaware                                     36-0848180
      (State or other Jurisdiction of                   (I.R.S. Employer
       incorporation or organization)                  Identification No.)


    1 N. Field Ct., Lake Forest, Illinois                60045-4811
     (Address of principal executive offices)            (Zip Code)



                               (708) 735-4700
               Registrant's telephone number, including area code


  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

  Yes  X        No        


At October 27, 1995, there were 95,948,396 shares of the Company's Common Stock
($.75 par value) outstanding.


<PAGE>

                           Part I- Financial Information

                           Item I-Financial Statements

                               Brunswick Corporation
                        Consolidated Results Of Operations
                           for the periods ended September 30
                    (dollars in millions, except per share data)
<TABLE>
                                                 Quarter          Nine Months
                                             ended September 3ended September 30
                                              1995     1994     1995      1994
                                                          (unaudited)
<S>                                        <C>     <C>      <C>      <C>
Net sales                                   $ 725.7 $  662.1 $2,339.1 $ 2,045.2

Cost of sales                                 531.9    485.0  1,685.0   1,466.4
Selling, general and administrative           140.7    127.7    429.9     396.3
Restructuring charges and management
  transition expenses                             -        -     40.0         -
    Operating earnings                         53.1     49.4    184.2     182.5

Interest expense                               (8.0)    (7.0)   (23.9)    (20.3)
Interest income and other items, net            8.2      1.6     14.7      11.3
  Earnings before income taxes                 53.3     44.0    175.0     173.5

  Income tax provision                         18.6     14.6     63.0      62.5

  Earnings from continuing operations          34.7     29.4    112.0     111.0

  Loss on disposition of Technical segment        -        -     (7.0)        -

  Net earnings                              $  34.7 $   29.4 $  105.0 $   111.0

Earnings (loss) per common share
  Continuing operations                     $  0.36 $   0.31 $   1.16 $    1.16
  Loss on disposition of Technical segment        -        -    (0.07)        -

  Net earnings per common share             $  0.36 $   0.31 $   1.09 $    1.16

Cash dividends declared per common share    $ 0.125 $   0.11 $  0.375 $    0.33

The notes are an integral part of these consolidated statements.

The earnings from continuing operations for the nine months ended September 30, 1995
(and related per share amounts) have been reduced by a $40 million pre-tax provision
for the divestitures of certain businesses and certain management transition expenses.
</TABLE>
<PAGE>

                           Brunswick Corporation
                        Consolidated Balance Sheets
                 As of September 30, 1995 and December 31, 1994
                          (dollars in millions)
<TABLE>
                                                               September 30   December 31,
                         Assets                                    1995           1994
Current assets                                                 (unaudited)
  Cash and cash equivalents, at cost, which
<S>                                                          <C>           <C>     
    approximates market                                       $      253.5  $       185.2
  Marketable securities                                                6.4           18.2
  Accounts and notes receivable, less allowances
    of $19.8 and $19.5                                               299.1          218.9
  Inventories                                                        410.3          409.0
  Prepaid income taxes                                               218.2          175.0
  Prepaid expenses                                                    45.3           33.9
  Income tax refunds receivable                                          -           17.3
       Current assets                                              1,232.8        1,057.5

Property
  Land                                                                61.1           61.0
  Buildings                                                          378.9          367.8
  Equipment                                                          828.4          779.9
                                                                   1,268.4        1,208.7
  Accumulated depreciation                                          (689.9)        (643.3)
      Property                                                       578.5          565.4

Other assets
  Dealer networks                                                    123.4          140.9
  Trademarks and other                                               144.6          136.0
  Excess of cost over net assets of businesses acquired              114.2          117.8
  Investments                                                         84.0           76.1
      Other assets                                                   466.2          470.8

  Assets of continuing operations                                  2,277.5        2,093.7
  Net assets of discontinued operations                                  -           28.6

         Total assets                                         $    2,277.5  $     2,122.3

        Liabilities And Shareholders' Equity

Current liabilities
  Short-term debt, including current maturities               $        5.7  $         8.2
  Accounts payable                                                   139.5          157.3
  Accrued expenses                                                   499.8          455.8
  Income taxes payable                                                 4.8              -
      Current liabilities                                            649.8          621.3

Long-term debt
  Notes, mortgages and debentures                                    316.0          318.8

Deferred items
  Income taxes                                                       146.8          133.8
  Postretirement and postemployment benefits                         139.0          114.0
  Compensation and other                                              31.2           23.7
      Deferred items                                                 317.0          271.5

Common shareholders' equity
  Common stock; authorized: 200,000,000 shares,
    $.75 par value; issued: 100,687,992 shares
    at September 30, 1995 and December 31, 1994                       75.5           75.5
  Additional paid-in capital                                         260.4          261.5
  Retained earnings                                                  804.6          735.5
  Treasury stock, at cost: 4,717,509 shares at September
    30, 1995 and 5,236,856 shares at December 31, 1994               (86.7)         (98.3)
  Minimum pension liability adjustment                                (0.7)          (0.7)
  Unearned portion of restricted stock
    issued for future services                                        (4.8)          (2.4)
  Cumulative translation adjustments                                  14.7           11.8
  Unamortized ESOP expense                                           (68.3)         (72.2)
      Common shareholders' equity                                    994.7          910.7

         Total liabilities and shareholders' equity           $    2,277.5  $     2,122.3


The notes are an integral part of these consolidated statements.
</TABLE>
<PAGE>
                             Brunswick Corporation
                     Consolidated Statements Of Cash Flows
                       for the nine months ended September 30
                            (dollars in millions)

<TABLE>

                                                                   1995      1994
                                                                          (unaudited

Cash flows from operating activities
<S>                                                            <C>       <C> 
  Net earnings                                                  $   105.0 $   111.0
  Adjustments to reconcile net earnings to net
    cash provided by operating activities:
      Depreciation and amortization by continuing operations         89.6      87.4
      Changes in noncash current assets and current
        liabilities of continuing operations                       (137.1)   (138.2)
      Increase in deferred items                                     45.5      34.1
      Stock issued for employee benefit plans                         8.1       3.8
      Other, net                                                      9.0      (7.7)
      Restructuring charge                                           40.0         -
      Loss on disposal of discontinued operations                    11.5         -
      Decrease in net assets of discontinued operations               7.1       5.9
        Net cash provided by operating activities                   178.7      96.3

Cash flows from investing activities
  Capital expenditures                                              (85.6)    (60.3)
  Payments for businesses acquired                                      -      (7.1)
  Investment in marketable securities                                11.8     (41.7)
  Investment in unconsolidated affiliates                            (9.6)     (0.5)
  Proceeds from sales of property                                     7.6       4.5
  Investments                                                       (12.5)        -
  Other, net                                                         (2.3)     (0.6)
  Proceeds from disposal of discontinued operations                  22.0         -
  Net investing activities of discontinued operations                (0.5)     (0.8)
        Net cash used for investing activities                      (69.1)   (106.5)

Cash flows from financing activities
  Payments of long-term debt, including current maturities           (2.8)     (3.9)
  Cash dividends paid                                               (35.9)    (31.5)
  Other, net                                                         (2.6)     (2.5)
        Net cash used for financing activities                      (41.3)    (37.9)

Net increase (decrease) in cash and cash equivalents                 68.3     (48.1)
Cash and cash equivalents at January 1                              185.2     248.8

Cash and cash equivalents at September 30                       $   253.5 $   200.7

Supplemental cash flow disclosures:
  Interest paid                                                 $    19.7 $    22.1
  Income taxes paid, net of refunds                                  40.3     109.1


The notes are an integral part of these consolidated statements.
</TABLE>
<PAGE>

                              Brunswick Corporation
                   Notes To Consolidated Financial Statements
              September 30, 1995, December 31, 1994 and September 30, 1994
                                 (unaudited)


Note 1 - Accounting policies

This financial data has been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission.  Accordingly, certain information and
disclosures, normally included in financial statements and footnotes prepared
in accordance with generally accepted accounting principles, have been
condensed or omitted.  Brunswick Corporation (the "Company") believes that the
disclosures in these statements are adequate to make the information presented
not misleading.

These financial statements should be read in conjunction with, and have been
prepared in conformity with, the accounting principles reflected in the
consolidated financial statements and related notes included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994.  These interim
results include, in the opinion of the Company, all normal and recurring
adjustments necessary to present fairly the results of operations for the
quarter and nine-month periods ended September 30, 1995 and 1994.  The 1995
interim results are not necessarily indicative of the results which may be
expected for the remainder of the year.

The financial statements segregate the results of the Company's discontinued
Technical segment.  The 1995 and 1994 operating results of the Technical Group
have been charged against a reserve established at the time the decision to
discontinue the segment was announced. See Note 4 for additional discussion on
the Technical Group disposition.

Note 2 - Earnings per common share

Earnings (loss) per common share are based on the weighted average number of
common and common equivalent shares outstanding during each period.  Such
average shares were 96.1 million and 95.8 million for the quarters ended
September 30, 1995 and 1994, respectively, and 96.0 and 95.8 million for the
nine-month periods ended September 30, 1995 and 1994, respectively.

Note 3 - Inventories

Inventories, of which approximately sixty percent were valued using the LIFO
method, consisted of the following at September 30, 1995 and December 31, 1994
(dollars in millions):
                                           September 30     December 31
                                               1995             1994    
     Finished goods                           $197.8           $233.4
     Work in process                           139.0            105.2
     Raw materials                              73.5             70.4 
       Inventories                            $410.3           $409.0 
<PAGE>
Note 4 - Disposition of the Technical segment

On April 28, 1995, the Company completed the sale of substantially all the
assets of its Technical Group to Technical Products Group, Inc, a recently
formed company controlled by TPG Holdings in Atlanta, Georgia. Included in the
sale were Brunswick operations in Marion, Virginia; Lincoln, Nebraska; Camden,
Arkansas; and Deland, Florida. Excluded were the assets associated with the
unit's facility in Costa Mesa, California, which are fully reserved as of
September 30, 1995 and for which the Company continues to seek a buyer. In the
second quarter of 1995, the Company recorded a provision of $11.5 million ($7.0
million after-tax) reflecting lower than anticipated selling prices for those
businesses.

Note 5 - Restructuring charges and management transition expenses

In the second quarter of 1995, the Company recorded restructuring and
management transition expenses of $40.0 million($24.4 million after-tax). The
charge consists of anticipated losses on the planned divestitures of the golf
club shaft business and Circus World Pizza operations in the Recreation
segment, and management transition  expenses and the costs of an early
retirement and selective separation program at the Company's corporate office.
The net sales and operating losses (excluding divestiture provisions) of the
businesses to be divested consist of the following:

                              Period ended September 30
                                Quarter     Nine-Months
                              1995    1994     1995   1994

    Net sales                 $4.6    $4.3    $16.4  $14.0

    Operating losses           1.9     1.7      5.8    4.6

The Company anticipates that the divestitures of these businesses will be
completed by year-end.

Note 6 - Acquisition

On September 29, 1995, the Company, through a wholly-owned subsidiary of Ray
Industries, purchased all of the operating assets of Baja Boats, Inc. The
transaction will be recorded in the fourth quarter of 1995. The transaction
will be accounted for as a purchase and the effect of this acquisition will not
be material to the Company's consolidated financial position or results of
operations.

Note 7 - Consolidated common shareholders' equity


<TABLE>
                                                                                  Minimum
                                          Additional                              pension   Unearned Cumulative Unamortized
                              Common stock paid-in   Retained      Treasury stoc liability restrictedtranslation    ESOP
   (in millions)            Shares Amount  capital   earnings  Shares   Amount  adjustment   stock   adjustments  Expense

<S>                        <C>     <C>      <C>       <C>        <C>    <C>         <C>       <C>        <C>        <C>
Balance, January 1, 1995    100.7   $75.5    $261.5    $735.5     (5.2)  ($98.3)     ($0.7)    ($2.4)     $11.8      ($72.2)

Net Earnings                    -       -         -     105.0        -        -          -         -          -           -
Dividends declared ($.375 per
  common share)                 -       -         -     (35.9)       -        -          -         -          -           -
Compensation plans and other    -       -      (1.1)        -      0.5     11.6          -      (2.4)         -           -
Deferred Compensation-ESOP      -       -         -         -        -        -          -         -          -         3.9
Currency translation            -       -         -         -        -        -          -         -        2.9           -
Balance, September 30, 1995 100.7   $75.5    $260.4    $804.6     (4.7)  ($86.7)     ($0.7)    ($4.8)     $14.7      ($68.3)
</TABLE>
<PAGE>

Note 8 - Debt

Long-term debt at September 30, 1995 and December 31, 1994 consisted of the
following (dollars in millions):
                                                                                
                                                September 30     December 31
                                                     1995            1994   
 Notes, 8.125%, due 1997 (net of discount
  of $0.1.)                                         $ 99.9          $ 99.9
Mortgage notes and other, 3% to 10%,
  payable through 1999                                27.1            27.3
Debentures, 7.375%, due 2023,
  (net of discounts of $0.8 and $0.9)                124.2           124.1
Guaranteed ESOP debt, 8.13%, payable through 2004     70.5            73.1
                                                     321.7           324.4

Current maturities                                    (5.7)           (5.6) 
      Long-term debt                                $316.0          $318.8   

As of September 30, 1995, the Company and seventeen banks had a short-term
credit agreement for $100 million and a long-term credit agreement for $300
million. The termination date of the short-term agreement was November 6, 1995
and the long-term agreement was December 31, 1999.

Under terms of the amended agreements, the Company has multiple borrowing
options, including borrowings at a corporate base rate, as announced by The
First National Bank of Chicago, or a rate tied to the Eurodollar rate.
Currently, the Company must pay a facility fee of 0.10% on the short-term
agreement and 0.15% on the long-term agreement.

Under the agreements, the Company is subject to interest coverage, net worth
and leverage tests as well as a restriction on secured debt, as defined.  On
the interest coverage test, the Company is required to maintain a ratio of
consolidated income before interest and taxes, as defined, to consolidated
interest expense of not less than 2.0 to 1.0 on a cumulative twelve-month
basis. The ratio, on a cumulative twelve-month basis, was 8.6 to 1.0 at
September 30, 1995.  The leverage ratio of consolidated total debt to
capitalization, as defined, may not exceed 0.55 to 1.00, and at September 30,
1995, this ratio was 0.24 to 1.00.

The Company is also required to maintain shareholders' equity of least $776.0
million, with the required level of shareholders' equity at December 31 of each
year being increased by 50% of net earnings for that year.  The Company has
complied with this limitation and the secured debt limitation as of September
30, 1995. There were no borrowings under the agreements at September 30, 1995.

Effective November 6, 1995, the Company amended the long-term credit agreement
and increased the amount to $400 million with a termination date of December
31, 2000. The short-term agreement was canceled. Under terms of the new
agreement, the Company will have multiple borrowing options and must pay a
facility fee of 0.11%.

<PAGE>

Note 9 - Litigation

The Company is subject to certain legal proceedings and claims which have
arisen in the ordinary course of its business and have not been finally
adjudicated.  In light of existing reserves, the Company's litigation and
claims, when finally resolved, will not, in the opinion of management, have a
material adverse effect on the Company's consolidated financial position and
results of operations.

The Company is involved in certain legal and administrative proceedings under
the Comprehensive Environmental Response, Compensation and Liability Act of
1980 and other federal and state legislation governing the generation and
disposition of certain hazardous wastes.  These proceedings, which involve both
on and off site waste disposal, in many instances seek compensation from the
Company as a waste generator under Superfund legislation which authorizes
action regardless of fault, legality of original disposition or ownership of a
disposal site.

On February 3, 1995, the Company announced a series of agreements with Genmar
Industries, Inc., including settlement of an antitrust lawsuit brought by
Genmar against the Company. Agreements were entered to supply Genmar with
marine engines manufactured by the Company and to acquire certain investments
in Baja Boats, Inc. from Genmar. The Company's total cash payment relating to
these agreements was $22.5 million and had no material impact on the results of
operations of the Company.

The Federal Trade Commission is conducting an investigation of whether the
formation or operations of Tracker Marine L.P. and the Company's contracts with
Tracker Marine L.P. violate the antitrust laws. The Company has received and
responded to subpoenas seeking information relating to the Company's outboard
motor sales.  The Company understands that other marine companies have received
similar subpoenas from the Federal Trade Commission.

Note 10 - Income Taxes

In January 1994, the Company reached an agreement with the U.S. Internal
Revenue Service ("IRS") regarding its examination of the Company for the years
1985 and 1986.  The issues of this examination dealt primarily with the
deductibility of approximately $500 million of acquired intangible assets,
which the IRS proposed to reclassify to non-deductible intangible assets. Under
the terms of the agreement, the IRS agreed to allow amortization deductions for
virtually all of the acquired intangible assets, and the Company agreed to
increase the amortizable lives of most of the acquired intangible assets.

The revised lives created a temporary difference which resulted in an initial
obligation by the Company to pay the IRS approximately $55 million during the
first quarter of 1994, representing taxes and interest, net of taxes, for the
years 1986 through 1993.  This initial $55 million obligation will subsequently
be reduced by the future tax benefits of the temporary difference created by
the agreeement.  Since the interest was charged to existing reserves and the
taxes paid represent temporary differences which created, and have been
recorded as deferred tax assets, this agreement had no impact on the Company's
consolidated results of operations.
<PAGE>

Note 11 - Segment Data

The following table sets forth net sales and operating earnings of each of the
Company's industry segments for the quarter and nine month periods ended
September 30, 1995 and 1994.
                                 Quarter Ended September 30
                             1995                        1994
                        Net        Operating          Net     Operating
                       Sales       Earnings          Sales    Earnings
                                                   
Marine               $ 548.7       $   54.2       $  504.0     $  48.5
Recreation             177.0           10.3          158.1        12.2 

 Segments              725.7           64.5          662.1        60.7
Corporate                  -          (11.4)             -       (11.3) 

  Consolidated       $ 725.7        $  53.1       $  662.1     $  49.4   

                               Nine Months Ended September 30
                             1995                        1994
                        Net        Operating          Net     Operating
                       Sales       Earnings          Sales    Earnings  

Marine               $1,769.7      $  204.7       $1,524.5     $  156.8
Recreation              569.4          26.5          520.7         60.7 

 Segments             2,339.1         231.2        2,045.2        217.5
Corporate                   -         (47.0)             -        (35.0) 

  Consolidated       $2,339.1        $184.2       $2,045.2      $ 182.5  

The operating earnings of the Recreation segment for the nine-month period
ended September 30, 1995 include a $25.8 million charge for the anticipated
losses on the planned divestitiures of the golf club shaft business and Circus
World Pizza operations.

The Corporate operating expenses for the nine-month period ended September 30,
1995 include $14.2 million in management transition expenses and costs
associated with an early retirement and selective separation program at the
Company's corporate office.

<PAGE>

                       Management's Discussion and Anaysis
                   Cash Flow, Liquidity and Capital Resources

For the nine months ended September 30, 1995, cash and cash equivalents
increased $68.3 million versus a decrease of $48.1 million in the comparable
period of 1994. Net cash provided by operating activities rose to $178.7
million compared to the $96.3 million for the nine months ended September 30,
1994. The net cash provided by operating activities increased, despite a slight
decline in net earnings, primarily because a significant portion of the
provisions for the restructuring charge and loss on the divestiture of the
Technical segment did not effect cash in the period.

Net cash used for investing activities for the first nine months of 1995 was
$69.1 million compared to $106.5 million for the same period of 1994. The
decrease resulted primarily from the receipt of proceeds from the divestiture
of the Company's Technical segment and the net redemption of marketable
securities with maturities of more than ninety days in 1995 compared to a net
investment in such securities in 1994, partially offset by increased capital
expenditures and investments in unconsolidated affiliates.

Net cash used for financing activities increased to $41.3 million for the first
nine months of 1995 compared to $37.9 million in the same period of 1994. The
change resulted primarily from a 14% increase in cash dividends paid to $.375
per share in 1995 versus $.33 per share in 1994.

Working capital at September 30, 1995 was $583.0 million compared to $436.2
million at December 31, 1994.  The Company's current ratio was 1.9 at September
30, 1995 and 1.7 at December 31, 1994.

Total debt at September 30, 1995 was $321.7 million versus $327.0 million at
December 31, 1994.  The Company's debt-to-capitalization ratio was 24.4% at
September 30, 1995 compared to 26.4% at December 31, 1994.

At September 30, 1995, the Company maintained a $100 million short-term and a
$300 million long-term line of credit agreement with a group of banks. For an
explanation of the agreement and a discussion of the specific covenant
restrictions and current negotiations, see page 7, Note 8 - Debt.

Capital expenditures for the first nine months of 1995 were $85.6 million
compared to $60.3 million for the comparable period of 1994.  The Company
believes that operating cash flows and existing cash balances, supplemented
when necessary with short and/or long-term borrowings, will continue to provide
the financial resources necessary for capital expenditures and working capital
requirements.

<PAGE>

                      Management's Discussion and Analysis
                             Results of Operations        
              Third Quarter and the First Nine Months of 1995 vs. 1994

Net Sales

Consolidated net sales for the third quarter of 1995 increased 10% to $725.7
million from $662.1 million in the third quarter of 1994. For the nine months
ended September 30, 1995, net sales rose 14% to $2,339.1 million from the
$2,045.2 million in the comparable period of 1994. The Marine and Recreation
segments each contributed to the improvements in both reporting periods.

The Marine segment net sales for the third quarter of 1995 increased 9% to
$548.7 million compared to $504.0 million in the 1994 period. The improvement
reflects an 18% increase in international sales and a 7% increase in domestic
sales. For the nine months ended September 30, 1995, net sales rose 16% to
$1,769.7 million from the $1,524.5 million in the comparable period of 1994.
International sales rose 23% while domestic sales improved 14% in the nine
month period. The third quarter increase resulted primarily from continued
strong demand for boats in Europe. The nine month increase reflected the
improvement in international sales of boats, primarily Europe, and the strong
demand for marine engines through the first six months of 1995, which slowed
somewhat in the third quarter as dealers reduced their inventories from
seasonal highs.

The Recreation segment's third quarter net sales rose 12%, to $177.0 million
from $158.1 million for the same period of 1994. For the nine months ended
September 30, 1995, net sales increased to $569.4 million, or 9%, from the
$520.7 million for the same period of 1994. The third quarter net sales
improvement resulted primarily from continued strong East Asian demand for the
Brunswick Indoor Recreation Group's bowling capital equipment and increased
European demand for the products of the Zebco Division. For the nine months,
the Zebco Division's sales increased both domestically and internationally,
while the Brunswick Indoor Recreation Group experienced stronger domestic
demand for consumer products and billiards in addition to the aforementioned
international bowling capital equipment sales increase.

Operating Earnings

For the third quarter, 1995 operating earnings rose 7%, to $53.1 million from
$49.4 million in 1994.  For the nine months ended September 30, 1995, operating
earnings were $184.2 million compared to $182.5 million for the same period of
1994. The 1995 nine month results include a $40.0 million provision for
restructuring charges and  management transition expenses. Absent these
charges, for the nine months operating earnings would have been $224.2 million,
or 23% higher than 1994.

The Marine segment reported operating earnings of $54.2 million for the third
quarter of 1995 compared to $48.5 million for the same period of 1994. For the
nine months ended September 30, 1995, operating earnings were $204.7 million
versus $156.8 million for the comparable period of 1994. The previously
discussed domestic and international sales increases accounted for the
improvement, offset in part by increased manufacturing, advertising, marketing
and product research and development expenses.

<PAGE>
The Recreation segment operating earnings were $10.3 million for the third
quarter of 1995 compared to $12.2 million in 1994. For the nine months ended
September 30, 1995, operating earnings were $26.5 million compared to $60.7
million in the 1994 period. The 1995 results include a $25.8 million
restructuring charge for the planned divestitures of the golf shaft business
and Circus World Pizza operations.  Excluding the restructuring charge,
operating earnings were $52.3 million. The decline in both reporting periods,
despite the sales increases, resulted primarily from increased research and
development expenses, marketing expenses and manufacturing expenses related to
the Brunswick Indoor Recreation Group's new Frameworx capital equipment line
that began to be shipped in the third quarter of 1995 and lower margins on
sales of German-manufactured pinsetters due to currency fluctuations. The Zebco
Division's operating earnings improved in both reporting period comparisons
primarily due to the previously discussed sales increases.

Corporate expenses for the third quarter of 1995 were $11.4 milliom compared to
$11.3 million in the third quarter of 1994. For the nine months ended September
30, 1995, corporate expenses were $47.0 million compared to $35.0 million in
the comparable period of 1994. The nine month reporting period in 1995 includes
a provision of $14.2 million for management transition expenses and the costs
of an early retirement and selective separation program at the Company's
corporate office.  Excluding the provision, for the nine months ended September
30, 1995, corporate expenses were $32.8 million compared to $35.0 million for
1994.

Interest Expense and Other Items, Net

Interest expense for the third quarter of 1995 increased to $8.0 million from
$7.0 million the same period of 1994. For the nine months ended September 30,
1995, interest expense rose to $23.9 million from the $20.3 million reported
for the 1994 period.  The increase for both reporting periods resulted
primarily from increased interest expense on interest rate swap transactions.
Interest income and other items, net for the third quarter of 1995 was $8.2
million versus $1.6 million for the comparable period of 1994. For the nine
months ended September 30, 1995, interest income and other items, net increased
to $14.7 million from $11.3 for the same period of 1994. The increase in both
reporting periods was primarily due to foreign currency gains in 1995 compared
to foreign currency losses in 1994.

Income Taxes

The effective tax rate from continuing operations for the first nine months of
1995 and 1994 was 36%. The effective tax rate for both periods exceeds the
statutory rate due to the impact of non-deductible permanent differences and
the effect of higher foreign tax rates. The effective tax rate from continuing
operations for the third quarter of 1995 was 35% compared to 33% for the same
period of 1994. The third quarter rates reflect the adjustment to an effective
tax rate of 36% at September 30, 1995 and 1994 from the effective tax rates
used for the six months ended June 30, 1995 and 1994.

<PAGE>

                           Part II.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits.
              
              None.
              
         (b)  Reports on Form 8-K.

              The Company filed no reports on Form 8-K during the three
              months ended September 30, 1995.




                                   Signatures
                                   

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        BRUNSWICK CORPORATION



November 6, 1995                         By /s/ Thomas K. Erwin           
                                           Thomas K. Erwin, Controller*  

*Mr. Erwin is signing this report both as a duly authorized officer and as the
chief accounting officer.




<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                         253,500
<SECURITIES>                                     6,400
<RECEIVABLES>                                  318,900
<ALLOWANCES>                                    19,800
<INVENTORY>                                    410,300
<CURRENT-ASSETS>                             1,232,800
<PP&E>                                       1,268,400
<DEPRECIATION>                                 689,900
<TOTAL-ASSETS>                               2,277,500
<CURRENT-LIABILITIES>                          649,800
<BONDS>                                        316,000
<COMMON>                                        75,500
                                0
                                          0
<OTHER-SE>                                     919,200
<TOTAL-LIABILITY-AND-EQUITY>                 2,277,500
<SALES>                                      2,339,100
<TOTAL-REVENUES>                             2,339,100
<CGS>                                        1,685,000
<TOTAL-COSTS>                                1,685,000
<OTHER-EXPENSES>                               429,900
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              23,900
<INCOME-PRETAX>                                175,000
<INCOME-TAX>                                    63,000
<INCOME-CONTINUING>                            112,000
<DISCONTINUED>                                   7,000
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   105,000
<EPS-PRIMARY>                                     1.09
<EPS-DILUTED>                                     1.09
        

</TABLE>


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