BRUSH WELLMAN INC, 10-K405, 1996-03-25

BRUSH WELLMAN INC
10-K405, 1996-03-25
PRIMARY SMELTING & REFINING OF NONFERROUS METALS

Previous: BIRD CORP, 8-K, 1996-03-25

Next: CALIFORNIA WATER SERVICE CO, 10-K405, 1996-03-25

<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------
FORM 10-K

(Mark One)

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1995

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from to
------- --------

Commission file number 1-7006
BRUSH WELLMAN INC.
(Exact name of Registrant as specified in charter)

OHIO 34-0119320
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

17876 ST. CLAIR AVENUE, CLEVELAND, OHIO 44110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 216-486-4200

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<TABLE>
<CAPTION>
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
<S> <C>
COMMON STOCK, PAR VALUE $1 PER SHARE NEW YORK STOCK EXCHANGE
</TABLE>

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None

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
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /X/

The aggregate market value of Common Stock, par value $1 per share, held
by non-affiliates of the registrant (based upon the closing sale price on the
New York Stock Exchange) on March 11, 1996 was approximately $287,884,185.

As of March 11, 1996, there were 15,918,501 shares of Common Stock, par
value $1 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual report to shareholders for the year ended December
31, 1995 are incorporated by reference into Parts I and II.

Portions of the proxy statement for the annual meeting of shareholders to
be held on May 7, 1996 are incorporated by reference into Part III.
<PAGE> 2
PART I

ITEM 1. BUSINESS

Brush Wellman Inc. ("Company") manufactures and sells engineered
materials for use by manufacturers and others who perform further operations for
eventual incorporation into capital, aerospace/defense or consumer products.
These materials typically comprise a small portion of the final product's cost.
They are generally premium priced and are often developed or customized for the
customer's specific process or product requirements. The Company's product lines
are supported by research and development activities, modern processing
facilities and a global distribution network.

Customers include manufacturers of electrical/electronic
connectors, communication equipment, computers, automobiles, lasers, appliances,
spacecraft, aircraft, oil field instruments and equipment, sporting goods, and
defense contractors and suppliers to all of the foregoing industries.

The Company operates in a single business segment with product
lines comprised of beryllium-containing materials and other specialty materials.

The Company is a fully integrated producer of beryllium,
beryllium alloys (primarily copper beryllium), and beryllia ceramic, each of
which exhibits its own unique set of properties. The Company holds extensive
mineral rights and mines the beryllium bearing ore, bertrandite, in central
Utah. Beryllium is extracted from both bertrandite and imported beryl ore. In
1995, 73% of the Company's sales were of products containing the element
beryllium (70% in 1994 and 74% in 1993). Beryllium-containing products are sold
in competitive markets throughout the world through a direct sales organization
and through owned and independent distribution centers. NGK Metals Corporation
of Reading, Pennsylvania and NGK Insulators, Ltd. of Nagoya, Japan compete with
the Company in the beryllium alloys field. Beryllium alloys also compete with
other generally less expensive materials, including phosphor bronze, stainless
steel and other specialty copper and nickel alloys. General Ceramics Inc. is a
domestic competitor in beryllia ceramic. Other competitive materials include
alumina, aluminum nitride and composites. While the Company is the only domestic
producer of the metal beryllium, it competes with other fabricators as well as
with designs utilizing other materials.

Sales of other specialty materials, principally metal systems and
precious metal products, were 27% of total sales in 1995 (30% in 1994 and 26% in
1993). Precious metal products are produced by Williams Advanced Materials Inc.
(hereinafter referred to as "WAM"), a subsidiary of the Company comprised of
businesses acquired in 1986, 1989 and 1994. WAM's major product lines include
sealing lid assemblies, vapor deposition materials, contact ribbon products for
various segments of the semiconductor markets, clad and precious metal preforms,
ultra fine wire and restorative dental products. WAM also specializes in
precious metal refining and recovery.

- -----------
As used in this report, except as the context otherwise requires, the term
"Company" means Brush Wellman Inc. and its consolidated subsidiaries, all of
which are wholly owned.
<PAGE> 3
WAM's principal competitors are Semi-Alloys and Johnson Matthey
in the sealing lid assembly business and Materials Research Corporation in the
vapor deposition materials product line. The products are sold directly from
WAM's facilities in Buffalo, New York and Singapore as well as through sales
representatives.

Technical Materials, Inc. (hereinafter referred to as "TMI"), a
subsidiary of the Company, produces specialty metal systems, consisting
principally of narrow metal strip, such as copper alloys, nickel alloys and
stainless steels into which strips of precious metal are inlaid. TMI also offers
a number of other narrow metal strip material systems, including electron beam
welded dual metal, contour milling and skiving, thick and thin selective solder
coatings, selective electroplated products and bonded aluminum strips on
nickel-iron alloys for semiconductor leadframes. Divisions of Cookson, Texas
Instruments and Metallon are competitors for the sale of inlaid strip. Strip
with selective electroplating is a competitive alternative as are other design
approaches. The products are sold directly and through sales representatives.

Sales and Backlog

The backlog of unshipped orders as of December 31, 1995, 1994 and
1993 was $95,718,000, $95,354,000, and $86,531,000, respectively. Backlog is
generally represented by purchase orders that may be terminated under certain
conditions. The Company expects that, based on recent experience, substantially
all of its backlog of orders at December 31, 1995 will be filled during 1996.

Sales are made to approximately 6,515 customers. Government
sales, principally subcontracts, accounted for about 1.3% of consolidated sales
in 1995 as compared to 3.2% in 1994 and 6.1% in 1993. Sales outside the United
States, principally to Western Europe, Canada and Japan, accounted for
approximately 34% of sales in 1995, 33% in 1994 and 29% in 1993. Financial
information as to sales, identifiable assets and profitability by geographic
area set forth on page 15 in Note L to the consolidated financial statements in
the annual report to shareholders for the year ended December 31, 1995 is
incorporated herein by reference.

Research & Development

Active research and development programs seek new product
compositions and designs as well as process innovations. Expenditures for
research and development amounted to $7,814,000 in 1995, $8,754,000 in 1994 and
$7,121,000 in 1993. A staff of 48 scientists, engineers and technicians was
employed in this effort during 1995. Some research and development projects were
externally sponsored and expenditures related to those projects (approximately
$36,000 in 1995, $102,000 in 1994 and $80,446 in 1993) are excluded from the
above totals.

Availability of Raw Materials

The more important raw materials used by the Company are
beryllium (extracted from both imported beryl ore and bertrandite mined from the
Company's Utah properties), copper, gold, silver, nickel and palladium. The
availability of these raw materials, as well as other materials used by the
Company, is adequate and generally not dependent on any one

2
<PAGE> 4
supplier. Certain items are supplied by a preferred single source, but
alternatives are believed readily available.

Patents and Licenses

The Company owns patents, patent applications and licenses
relating to certain of its products and processes. While the Company's rights
under the patents and licenses are of some importance to its operations, the
Company's businesses are not materially dependent on any one patent or license
or on the patents and licenses as a group.

Environmental Matters

The inhalation of excessive amounts of airborne beryllium
particulate may present a health hazard to certain individuals. For decades the
Company has operated its beryllium facilities under stringent standards of
inplant and outplant discharge. These standards, which were first established by
the Atomic Energy Commission over forty years ago, were, in general,
subsequently adopted by the United States Environmental Protection Agency and
the Occupational Safety and Health Administration. The Company's experience in
sampling, measurement, personnel training and other aspects of environmental
control gained over the years, and its investment in environmental control
equipment, are believed to be of material importance to the conduct of its
business.

Employees

As of December 31, 1995 the Company had 1,856 employees.

ITEM 2. PROPERTIES

The material properties of the Company, all of which are owned in
fee except as otherwise indicated, are as follows:

Cleveland, Ohio - A structure containing 110,000 square feet on
an 18 acre site housing corporate and administrative offices, data processing
and research and development facilities.

Elmore, Ohio - A complex containing approximately 676,000 square
feet of building space on a 385 acre plant site. This facility employs diverse
chemical, metallurgical and metalworking processes in the production of
beryllium, beryllium oxide, beryllium alloys and related products. Beryllium ore
concentrate from the Delta, Utah plant is used in all beryllium-containing
products.

Shoemakersville (Reading), Pennsylvania - A 123,000 square foot
plant on a ten acre site that produces thin precision strips of beryllium copper
and other alloys and beryllium copper rod and wire.

Newburyport, Massachusetts - A 30,000 square foot manufacturing
facility on a four acre site that produces alumina, beryllia ceramic and direct
bond copper products.

3
<PAGE> 5
Tucson, Arizona - A 45,000 square foot plant on a ten acre site
for the manufacture of beryllia ceramic parts from beryllium oxide powder
supplied by the Elmore, Ohio facility.

Delta, Utah - An ore extraction plant consisting of 86,000 square
feet of buildings and large outdoor facilities situated on a two square mile
site. This plant extracts beryllium from bertrandite ore from the Company's
mines as well as from imported beryl ore.

Juab County, Utah - The Company holds extensive mineral rights in
Juab County, Utah from which the beryllium bearing ore, bertrandite, is mined by
the open pit method. A substantial portion of these rights is held under lease.
Ore reserve data set forth on page 18 of this Form 10-K annual report
for the year ended December 31, 1995 are incorporated herein by reference.

Fremont, California - A 16,800 square foot leased facility for
the fabrication of precision electron beam welded, brazed and diffusion bonded
beryllium structures.

Theale (Reading), England - A 19,700 square foot leased facility
principally for distribution of beryllium alloys.

Stuttgart, West Germany - A 24,750 square foot leased facility
principally for distribution of beryllium alloys.

Fukaya, Japan - A 35,500 square foot facility on 1.8 acres of
land in Saitama Prefecture principally for distribution of beryllium alloys.

Lincoln, Rhode Island - A manufacturing facility consisting of
124,000 square feet located on seven and one-half acres. This facility produces
metal strip inlaid with precious metals and related metal systems products.

Buffalo, New York - A complex of approximately 97,000 square feet
on a 3.8 acre site providing facilities for manufacturing, refining and
laboratory services relating to high purity precious metals.

Singapore, Singapore - A 4,500 square foot leased facility for
the assembly and sale of precious metal hermetic sealing lids.

Production capacity is believed to be adequate to fill the
Company's backlog of orders and to meet the current level of demand. However,
the Company is currently reevaluating production capacity in light of
anticipated sales increases from development of new applications for the
Company's products and expanding international presence.

4
<PAGE> 6
ITEM 3. LEGAL PROCEEDINGS

(a) Environmental Proceedings.

In April 1993, the Company learned that the Ohio Environmental
Protection Agency (the "Ohio EPA") had referred it to the Ohio Attorney
General's Office (the "OAG") for consideration of initiation of enforcement
proceedings against the Company with respect to alleged violations of various
environmental laws at its facility in Elmore, Ohio. On October 19, 1994, the
Court of Common Pleas for Ottawa County, Ohio entered a consent decree resolving
alleged violations relating to air emission standards. Negotiations between the
OAG and the Company regarding alleged hazardous waste and solid waste
violations, including matters discovered during the course of such negotiations,
have resulted in a preliminary agreement pursuant to which a consent decree
would be entered providing that the Company would pay a total of $227,000 and
undertake a specific pollution prevention project in lieu of paying additional
penalties. Finalization of the consent decree is awaiting administrative review
and approval of an application for a permit modification which is to be part of
the consent decree.

On or about September 25, 1992, the Company was served with a
third-party complaint alleging that the Company, along with 159 other
third-party defendants, is jointly and severally liable under the Comprehensive,
Environmental, Response Compensation and Liability Act ("CERCLA"), 42 U.S.C.
Sections 9607(a) and 9613(b), for response costs incurred in connection with the
clean-up of hazardous substances in soil and groundwater at the Douglassville
Site (the "Site") located in Berks County, Pennsylvania. United States of
America v. Berks Associates Inc. et al. v. Aamco Transmissions et al., United
States District Court for the Eastern District of Pennsylvania, Case No.
91-4868. Prior to the commencement of litigation, the Company responded to a
request for information from the United States Environmental Protection Agency
(the "United States EPA") by denying that it arranged to send any substances to
the Site. Although the Company has no documents in its own files relating to the
shipment of any waste to the Site, documents maintained by third-party
plaintiffs suggest that 8,344 gallons of waste oil from the Company may have
been taken there. According to a consultant retained by third-party plaintiffs,
approximately 153 million gallons of waste were sent to the Site. The Company
denies liability. The Company has been participating in court-ordered settlement
proceedings, which have resulted in a de minimis settlement offer by the United
States. The Company has accepted the offer and is awaiting notice from the
government showing the final settlement calculation.

On July 26, 1994, the Company received a complaint, service of
which was waived on September 29, 1994, in Glidden Company et al. v. American
Color and Chemical et al., No. 94-C-3970, filed in the United States District
Court for the Eastern District of Pennsylvania. The plaintiffs are five
companies which, pursuant to orders issued by the United States EPA under
CERCLA, have been spending funds to secure, maintain and conduct an
investigation of the Berks Landfill in Sinking Springs, Pennsylvania. The
plaintiffs are alleged to have disposed of wastes at the landfill, which
operated from the 1950 through October 1, 1986. The 18 defendants consist of
former owners or operators of the site and alleged transporters and/or
generators of waste disposed of at the site. It is believed that hundreds of
other entities disposed of waste at the site during its long period of
operation. The plaintiffs seek to recover their past and future costs pursuant
to rights of contribution under CERCLA and the Pennsylvania Hazardous Sites
Cleanup Act. Plaintiffs allege that, as of

5
<PAGE> 7
September 1994, they had spent $355,000 to secure and maintain the site and that
they expected to spend $1.7 million for a remedial investigation/feasibility
study and a risk assessment. The remedial investigation and risk assessment have
been submitted to EPA for its approval. The feasibility study has not yet
commenced. Discovery is proceeding pursuant to a case management order entered
on June 22, 1995.

In 1989, the Company was identified by the United States EPA
as a potentially responsible party ("PRP") under CERCLA at the Spectron Site in
Elkton, Maryland. To date, the United States EPA has identified approximately
2,000 PRPs with respect to the Spectron Site. The Company resolved a portion of
its liability with respect to this Site by entering into Administrative Orders
by Consent dated August 21, 1989 and October 1, 1991. Compliance with the terms
of these Orders cost approximately $8,480,000, of which the Company's
proportionate share was $20,461. On September 29, 1995, the United States EPA
sent a "Special Notice for Negotiations for Remedial Investigation/Feasibility
Study" to approximately 700 PRPs including the Company. The United States EPA
estimates that the final remedy for the Site will cost approximately $45
million. In October 1995, the terms of several proposed de minimis
settlement/buyout options designed to resolve all remaining liability with
respect to this Site were circulated among a group of PRPs including the
Company. The Company indicated its willingness to pursue a complete resolution
of its liability with respect to this Site through a de minimis
settlement/buyout. No litigation has been initiated by the United States EPA
with respect to this matter.

(b) Beryllium Exposure Claims.

Pending Claims. The Company is currently a defendant in the
following product liability actions in which the plaintiffs allege injury
resulting from exposure to beryllium and beryllium-containing materials and are
claiming recovery based on various legal theories. The Company believes that
resolution of these cases will not have a material adverse effect on the
Company.

6
<PAGE> 8
<TABLE>
<CAPTION>
====================================================================================================================================
Date Lawsuit
------------
Name of Plaintiff Instituted Forum Relief Requested
- ----------------- ---------- ----- ----------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Richard Neiman and Spouse November 1990 Court of Common Pleas, Damages in excess of $20,000 for personal injury
Philadelphia County, and in excess of $20,000 for loss of consortium
Pennsylvania
- ------------------------------------------------------------------------------------------------------------------------------------
Geraldine G. Ruffin, September 1991; New Jersey Superior Court -- Compensatory and punitive damages of an
individually and as executrix notice of appeal Appellate Division unspecified amount
filed by plaintiffs
May 1995
- ------------------------------------------------------------------------------------------------------------------------------------
McKinley Houk October 1992 United States District Compensatory damages of $5 million and punitive
Court, Eastern District of damages of $3 million
Tennessee
- ------------------------------------------------------------------------------------------------------------------------------------
William Ray Vance and Spouse October 1992 United States District Compensatory damages of $3 million for personal
Court, Eastern District of injury, $1 million for loss of consortium and
Tennessee combined punitive damages of $5 million
- ------------------------------------------------------------------------------------------------------------------------------------
David Taggart and Spouse October 1992 Court of Common Pleas, Compensatory damages in excess of $25,000
Chester County, Pennsylvania each for personal injury and loss of consortium
against Williams Advanced Materials, Inc. a
subsidiary of the Company
- ------------------------------------------------------------------------------------------------------------------------------------
Harry Robbins and Spouse June 1993 Court of Common Pleas, Both parties individually seek compensatory
Montgomery County, damages in excess of $50,000. Mr. Robbins also
Pennsylvania seeks punitive damages in excess of $50,000
- ------------------------------------------------------------------------------------------------------------------------------------
Troy Murphy Morgan, Corky June 1994 United States District Aggregate claim, including compensatory and
Dean McCarter and Spouse, Court, Eastern District of punitive damages, in the amount of $19 million
Richard Emory Myers, Sr. and Tennessee
Spouse and Kathlene Beatty
- ------------------------------------------------------------------------------------------------------------------------------------
Larry Roberts and Spouse December 1994 Superior Court, Orange Both parties seek compensatory damages of
County, California unspecified amounts. Mr. Roberts also seeks
punitive damages of an unspecified amount
- ------------------------------------------------------------------------------------------------------------------------------------
George F. Faccio and Spouse July 1995 United States District Compensatory and punitive damages of an
Court, District of Arizona unspecified amount
- ------------------------------------------------------------------------------------------------------------------------------------
Robert Gallo and Spouse August 1995 Court of Common Pleas, Berks Both parties seek compensatory damages in
County, Pennsylvania unspecified amounts. Mr. Gallo also seeks
punitive damages in an unspecified amount
====================================================================================================================================
</TABLE>

Defense for each of the cases identified above is being conducted by counsel
selected by the Company and retained, with certain reservations of rights, by
the Company's insurance carriers.

The Company and certain of its employees are defendants in
separate suits filed by nine Company employees and their spouses against the
Company and certain Company employees in the Superior Court of Pima County,
Arizona. Six of such suits were instituted on June 10, 1994; one was instituted
on December 13, 1994; and two were instituted on February 28, 1995. The
plaintiffs claim that, during their employment with the Company, they contracted
chronic beryllium disease as a result of exposure to beryllium and
beryllium-containing products. The plaintiffs seek compensatory and punitive
damages of an unspecified amount based on allegations that the Company
intentionally misrepresented the potential danger of exposure to beryllium and
breached an agreement to pay certain benefits in the event the plaintiffs
contracted chronic beryllium disease. Defense of this case is being conducted by
counsel retained by the Company. The Company believes that resolution of these
cases will not have a material effect on the Company.

7
<PAGE> 9
The State Compensation Fund filed suit against the Company and
each of the plaintiff employees discussed above in the Superior Court of Pima
County, Arizona, for which service of process on the Company occurred on
August 21, 1995. In August 1993, the Company first notified the State
Compensation Fund, a workers' compensation fund, of the filing of employee
suits. The Company requested that the State Compensation Fund defend such suits
pursuant to the Company's State Compensation Fund policies. The State
Compensation Fund has denied coverage and defense of such suits, but after
discussion, indicated that it would defend some of the employee lawsuits under
a reservation of rights. In view of the dispute with respect to defense and
indemnity, the State Compensation Fund filed a declaratory judgment action. The
State Compensation Fund's complaint seeks a determination that it is not
required to defend or indemnify the Company with respect to the employee
claims. The Company has filed an answer and counterclaim. Defense of this case
is being conducted by counsel retained by the Company.

The Company is also a defendant in two cases, filed August 1,
1995 and November 1, 1995, respectively, in the Court of Common Pleas for
Cuyahoga County, Ohio. Both cases were brought by current employees of the
Company who allege that they contracted chronic beryllium disease as a result of
exposure to beryllium or beryllium dust. The complaints include claims by the
employees for employer intentional tort, fraud and misrepresentation and claims
by family members for loss of consortium. The plaintiffs seek compensatory
damages in excess of $25,000 and punitive damages in excess of $25,000. Defense
of this case is being conducted by counsel selected by the Company, and retained
by the Company in one case and by the Company's insurance carriers, with certain
reservation of rights, in the other. A motion to dismiss one of the cases was
granted in part and denied in part on January 18, 1996. Plaintiffs then filed an
amended complaint, which the Company moved to dismiss. Motions to dismiss the
complaints in both cases remain pending. The Company believes that resolution of
these cases will not have a material effect on the Company.

Recent Developments Relating to Pending Claims.
On March 18, 1996 the United States Magistrate Judge appointed by the
District Court in the HOUK and VANCE cases described in the table above issued
a report recommending that the Company's answer in these cases be stricken,
that a default judgment be entered against the Company, and that certain facts
be taken as established for purposes of these cases. These recommendations
resulted from the plaintiffs' motion for sanctions against the Company for
alleged failure to fulfill discovery requests and failure to comply with
certain Court orders despite the Magistrate Judge's finding that the prior
local counsel retained by the Company's insurer had not reported the existence
of these orders to the Company. The report also recommended that the Court
determine whether disciplinary proceedings should be commenced against such
counsel. The Company intends to contest the default recommendation vigorously.

Claims Concluded Since the End of Third Quarter 1995.
Esmeralda Mendoza, on her own behalf and on behalf of the estate of her husband
Phillip Mendoza, filed suit against the Company in the Court of Common Pleas of
Ottawa County, Ohio on September 5, 1995. The complaint alleged that, while he
was an employee of the Company, Mr. Mendoza contracted chronic beryllium disease
as a result of exposure to beryllium dust. The estate of Mr. Mendoza sought
$500,000 in compensatory damages and $500,000 in punitive damages. Mrs. Mendoza
sought damages for loss of consortium in the amount of $250,000. On October 6,
1995, the Company's motion for summary judgment was granted. The time for appeal
has expired.

8
<PAGE> 10
Ernest Needham filed suit against the Company in the Superior
Court of Passaic County, New Jersey, for which service of process occurred on
December 10, 1992. The complaint alleged that, while he was an employee of a
customer of the Company, Mr. Needham contracted chronic beryllium disease as a
result of exposure to beryllium-containing products. Mr. Needham sought
compensatory damages of an unspecified amount. This case has been settled, and
it is expected that the case will be dismissed with prejudice by the court
pending final settlement papers.

Frances Lutz filed suit against the Company in the Superior
Court of Passaic County, New Jersey, on February 24, 1994, for which service
of process occurred on March 3, 1994. The complaint alleged that, while she was
an employee of a customer of the Company, Ms. Lutz contracted chronic beryllium
disease as a result of exposure to beryllium-containing products. Ms. Lutz
sought compensatory damages of an unspecified amount. This case has been
settled, and it is expected that the case will be dismissed with prejudice by
the court pending final settlement papers.

A subsidiary of the Company (the "Subsidiary") is a
co-defendant in twenty-eight cases making claims for asbestos-induced illness
allegedly relating to the former operations of the Subsidiary, then known as
The S. K. Wellman Corp. twenty-four of these cases have been reported in prior
filings with the S.E.C. In all but a small portion of these cases, the
Subsidiary is one of a large number of defendants in each case. The plaintiffs
seek compensatory and punitive damages, in most cases of unspecified sums. Each
case has been referred to a liability insurance carrier for defense. With
respect to those referrals on which a carrier has acted to date, a carrier has
accepted the defense of the actions, without admitting or denying liability.
Two hundred twenty-five similar cases previously reported have been dismissed
or disposed of by pre-trial judgment, one by jury verdict of no liability and
ten others by settlement for nominal sums. The Company believes that resolution
of the pending cases referred to above will not have a material effect upon the
Company.

The Subsidiary has entered into an agreement with the
predecessor owner of its operating assets, Pneumo Abex Corporation (formerly
Abex Corporation), and five insurers, regarding the handling of these cases.
Under the agreement, the insurers share expenses of defense, and the Subsidiary,
Pneumo Abex Corporation and the insurers share payment of settlements and/or
judgments. In eleven of the pending cases, both expenses of defense and payment
of settlements and/or judgments are subject to a limited, separate reimbursement
agreement with MLX Corp., the parent of the company that purchased the
Subsidiary's operating assets in 1986.

9
<PAGE> 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.

Executive Officers of the Registrant

The following table provides information as to the executive
officers of the Company.

<TABLE>
<CAPTION>
Name Age Positions and Offices
---- --- ---------------------
<S> <C> <C>
Gordon D. Harnett 53 Chairman of the Board, President, Chief Executive Officer
and Director

Michael D. Anderson 44 Vice President Beryllium Products

Carl Cramer 47 Vice President Finance, Chief Financial Officer

Stephen Freeman 49 Vice President Alloy Products

Craig B. Harlan 58 Vice President International - Europe

Alfonso T. Lubrano 46 President - Technical Materials, Inc.

Snowden A. Moyer 55 Director Ceramic Operations

John J. Paschall 58 President - Williams Advanced Materials Inc.

Robert H. Rozek 61 Senior Vice President International

Andrew J. Sandor 56 Vice President Alloy Technology

Daniel A. Skoch 46 Vice President Administration and Human Resources
</TABLE>

Mr. Harnett was elected Chairman of the Board, President, Chief
Executive Officer and Director of the Company effective January 22, 1991. He had
served as a Senior Vice President of The B. F. Goodrich Company from November,
1988.

Mr. Anderson was elected Vice President Beryllium Products
effective March 5, 1996. He was promoted to executive officer status effective
December 5, 1995. He had served as Director Sales and Marketing-Beryllium
Products since November, 1994, Director of Marketing-Ceramics since February,
1994 and Director of Marketing since April, 1989.

Mr. Cramer was elected Vice President - Finance and Chief
Financial Officer in December 1994. Prior to that, he served as President of
U.S. Operations and Director for the Americas and Australasia for the Swedish
multinational, Esselte Meto.

Mr. Freeman was elected Vice President Alloy Products effective
February 7, 1995. He had served as Vice President Sales and Marketing since
August 3, 1993. He had

10
<PAGE> 12
served as Vice President Sales and Marketing-Alloy Products since July, 1992.
Prior to that, he had served as Management Consultant for Adastra, Inc.

Mr. Harlan was elected Vice President International-Europe
effective June 7, 1994. He had served as Vice President Business Development
since August, 1993. He had served as Senior Vice President, Sales and Marketing
since October, 1991. He had served as Vice President/General Manager, Alloy
Division since January 1, 1987.

Mr. Lubrano was promoted to executive officer status of Brush
Wellman Inc. effective December 5, 1995. He was elected President - Technical
Materials, Inc. effective Apirl, 1995 and Vice President and General Manager
effective March, 1992. Prior to that, he served as Vice President and Business
Director of Engelhard Corporation from 1987.

Mr. Moyer was promoted to executive officer status effective
December 5, 1995. He was elected Director Ceramic Operations effective June,
1990.

Mr. Paschall was promoted to executive officer status of Brush
Wellman Inc. effective December 5, 1995. He was elected President - Williams
Advanced Materials Inc. effective November, 1991. He had served as Vice
President Operations - Williams Advanced Materials Inc. since April, 1989.

Mr. Rozek was elected Senior Vice President International
effective March 5, 1996. He had served as Senior Vice President International
and Beryllium Products since March 7, 1995. Prior to that, he has served as Vice
President International effective October 1991 and Vice President Corporate
Development effective February 27, 1990.

Mr. Sandor was elected Vice President Alloy Technology effective
March 5, 1996. He had served as Vice President Operations since October 1991. He
had served as Senior Vice President since September 1989.

Mr. Skoch was elected Vice President Administration and Human
Resources effective March 5, 1996. He had served as Vice President Human
Resources since July, 1991. Prior to that he was Corporate Director - Personnel.

11
<PAGE> 13
PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS

The Company's Common Stock is traded on the New York Stock
Exchange. As of March 11, 1996, there were 2,308 shareholders of record.
Information as to stock price and dividends declared set forth on page 16 in
Note M to the consolidated financial statements in the annual report to
shareholders for the year ended December 31, 1995 is incorporated herein by
reference. The Company's ability to pay dividends is generally unrestricted,
except that it is obligated to maintain a specified level of tangible net worth
pursuant to an existing credit facility.

ITEM 6. SELECTED FINANCIAL DATA

Selected Financial Data on pages 22 and 23 of the annual report
to shareholders for the year ended December 31, 1995 is incorporated herein by
reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

1995 to 1994 Comparison

Worldwide sales in 1995 were a record $370 million compared to $346 million in
1994. All product lines, except precious metals, increased over the prior year
with beryllium alloys and specialty metal systems increasing significantly.

Sales of beryllium alloy products increased in both the domestic and
international markets. The focused marketing efforts -- teams dedicated towards
particular markets and/or end use applications -- helped support the domestic
growth. Successful examples of these efforts include the continued penetration
into the automotive electronics market and a significant increase in shipments
of products used in aircraft bearings and bushings. Telecommunications and
computers also remain important markets for beryllium alloys as do appliances,
especially in Europe. Favorable economic conditions in portions of western
Europe, particularly in the first half of the year, helped fuel an addition in
sales there. Sales in Asia grew as a result of increased market share and
development of new applications. The sales trend in general for beryllium alloy
strip products is for customers to move toward the lower price alloys such as
the Company's Alloy 174. The sales increase in 1995 over 1994 was also due, in
part, to favorable foreign currency exchange rates and the pass-through effect
of higher commodity costs, particularly copper.

12
<PAGE> 14
growth are new defense/aerospace systems, particularly upgrades of current
defense systems, and commercial applications. Research and development,
marketing and manufacturing efforts have now been re-deployed to concentrate on
specific applications in these and related markets.

The Company filed a petition before the U.S. Department of Commerce,
International Trade Administration and the U.S. International Trade Commission
on March 14, 1996 requesting the imposition of antidumping duties on imports of
beryllium metal from Kazakhstan. The Company believes that beryllium from
Kazakhstan was dumped in the United States, and that, as a consequence, the
Company has lost substantial domestic sales to the principal Kazakhstan
manufacturer of beryllium metal, the Ulba Metallurgical Complex (also known as
the Ulbinsky Metal factory) in Ust Kamenogorsk, Kazakhstan which directly
competes with the Company in beryllium sales.

Ceramic sales grew in 1995 as compared to 1994. The increase is primarily a
result of the continued development of products utilizing the direct bond copper
technology. These sales were not profitable due to new process development and
other start-up costs. Equipment designed to increase efficiencies was installed
late in the year.

Sales of specialty metal systems increased in 1995 over 1994. Most products
experienced gains in 1995 with CERDIP sales increasing significantly. Sales
improved as a result of developing new product applications, increasing market
share and continued expansion into the international markets. Major applications
for these products continue to be automotive electronics and telecommunications.

Precious metal sales declined significantly in 1995 as compared to 1994. Frame
lid assembly sales were reduced due to a customer's re-design of a major
microprocessor application. The re-design had been anticipated by management and
resources have been directed towards developing alternative products and
markets. Sales of vapor deposition targets, which service the CD-ROM, specialty
coatings, telecommunications and semiconductor fabrication markets, continue to
increase. A small acquisition in late 1994 gave the Company access to the
ultra-fine wire market. These sales were minor in 1995, but are anticipated to
grow.

International operations consist of distribution centers in Germany, England and
Japan, primarily for alloy products, a marketing office in Singapore and a small
precious metal finishing facility in Singapore. Sales by these operations
totaled $91 million in 1995 compared to $84 million in 1994. As previously
noted, sales of beryllium alloy increased while sales of frame lid assemblies
from Singapore declined. Sales by the international operations are predominantly
in their respective local currencies with the balance in U.S. dollars. Direct
export sales to unaffiliated customers totaled $36 million in 1995 and $31
million in 1994. The majority of these sales are to Canada and western Europe.
U.S. exports are all denominated in dollars.

As outlined in Note F to the Consolidated Financial Statements, the Company has
a foreign currency hedge program to protect against adverse currency movements.
Should the dollar strengthen significantly, the decrease in value of foreign
currency transactions will be partially offset by gains on the hedge contracts.
As of December 31, 1995, outstanding hedge contracts totaled $24.8 million
compared to $18.2 million at December 31, 1994.

13
<PAGE> 15
Gross margin was 27.3% in 1995 as compared to 26.6% in 1994. The increase in
international sales, which generally carry higher margins, contributed to this
improvement as did the favorable exchange rates. The direct bond copper start-up
costs and a shift in the remaining frame lid assembly business to smaller and
costlier pieces offset a portion of this increase. Certain manufacturing
expenses, including maintenance at the Elmore, Ohio facility, were higher in
1995 than 1994. Commercial applications of beryllium, particularly those
products containing AlBeMet(R), also have lower margins than traditional defense
applications, although restructuring efforts have reduced certain overhead
costs. The pass-through effect of higher commodity costs in beryllium alloy
sales reduced the margin percent while having no bearing on the actual margin
measured in dollars.

Selling, administrative and general expenses were $62.7 million (17.0% of sales)
in 1995 compared to $55.5 million (16.0% of sales) in 1994. Most expense
categories were higher. Causes of the increases include the alloy products
re-design effort and start-up costs associated with the Singapore subsidiary
established to provide marketing support in South Asia. Portions of these
expenses should be lower in future periods. Distribution and other sales-related
expenses grew due to higher volumes of beryllium alloy products. The exchange
rate effect on the international operations' expenses was also unfavorable.

Research and development (R&D) expenses were $7.8 million in 1995 compared to
$8.8 million in 1994. The decrease was due to focusing beryllium products'
research efforts on selected key applications. R&D expenses supporting all other
products either increased or were flat with the prior year. The R&D efforts for
new process and product development are coordinated with the Company's overall
marketing strategies and growth plans.

Other-net expense was $1.3 million in 1995 and $2.6 million in 1994. This
category included such expenses as amortization of intangible assets and other
non-operating items. The decrease in net expense was due, in part, to an
increase in foreign currency exchange gains in 1995.

Interest expense fell to $1.7 million in 1995 from $2.1 million in 1994 due to a
lower average level of debt outstanding and an increase in capitalized interest
associated with active capital expenditure projects.

Income before income taxes rose to $27.4 million in 1995 from $23.0 million in
1994. Higher sales and the resulting gross margin, along with a favorable
foreign currency effect, combined to improve earnings. This improvement was
partially offset by the increase in selling, general and administrative
expenses.

In 1995, an effective tax rate of 24.6% of pre-tax earnings was employed
compared to 19.4% of pre-tax earnings in 1994. Higher domestic and foreign
pre-tax earnings account for the increase. The 1995 effective rate is still well
below the statutory rate as detailed in Note H to the Consolidated Financial
Statements.

Comparative earnings per share were $1.26 in 1995 and $1.14 in 1994.

1994 to 1993 Comparison

Worldwide sales in 1994 were $346 million compared to $295 million in 1993. The
product lines of beryllium alloys, specialty metal systems and precious metal
products achieved

14
<PAGE> 16
significant sales increases in 1994. Sales also increased in
the ceramics product line while beryllium product line sales had a significant
reduction in 1994 as compared to 1993.

The significant sales growth in beryllium alloys was achieved in both domestic
and international markets. The principal markets driving the increase were
automotive electronics, computers, telecommunications and appliances. Most
beryllium alloy products experienced gains in 1994 as compared to 1993.
Beryllium alloys were supported by a strong U.S. economy, continued economic
growth in Asia and improving conditions in Europe. While the favorable economic
background was a plus, the key to the added volume was a focused marketing
effort. This effort was a combination of the marketing, sales, technical,
quality and operating groups working as a team to provide quality,
cost-competitive products on a timely basis. This was best seen in the
expanding use of the Company's Alloy 174 strip in automotive electronics on a
growing list of car platforms and global demand for the Company's products in
undersea cable components. Also, in the steel industry, Phase 3HP Mold Plate
underwent field trials at two slab casters during 1994 with performance results
exceeding expectations in all respects.

Beryllium sales were lower due to completion of the Defense Logistics Agency
(DLA) supply contract and reduced AlBeMet(R) sales due to the end of an
application at a computer disk drive manufacturer. Although overall defense
spending is at a reduced level, this is still the base business to support the
beryllium product line in the near term.

Ceramic sales increased in 1994 as compared to 1993. The increase was
principally in the U.S. automotive and worldwide telecommunications industries,
which have more than offset declining defense applications.

Specialty metal systems saw major gains in 1994 as compared to 1993. During
1994, this product line was able to maintain the momentum of programs initiated
in prior years. The additional sales resulted primarily from a combination of
successfully executing marketing strategies, enlarging market share and new
product applications. The improved economy also contributed to growth.

Sales of precious metal products also increased significantly in 1994 over 1993.
Continued high demand and increased market share for frame lid assemblies from
semiconductor manufacturers, along with increasing vapor deposition target
sales, accounted for most of the improved volume. A substantial portion of the
increase came from frame lid assembly sales in Asia through the Singapore
facility. To further enhance this product line, the Company purchased the assets
of Hydrostatics Inc., a small manufacturer of precious metal ultra-fine wire
produced using an innovative technology in October 1994. This product fills an
identified need to support markets in the semiconductor and hybrid
microelectronics industries.

Total international sales were $115 million in 1994 and $86 million in 1993.
Sales from foreign operations were $84 million in 1994 compared to $51 million
in 1993, while direct exports totaled $31 million in 1994 and $35 million in
1993. The 1994 increase was primarily from beryllium alloys and the previously
mentioned frame lid assemblies fabricated in Singapore. This increase occurred
even though delivery of disk drive components ceased in 1994. Although much of
the beryllium alloy sales increase was in Europe and Asia, growth was also seen
in other parts of the world.

15
<PAGE> 17
Gross margin (sales less cost of sales) was 26.6% in 1994 and 22.9% in 1993. In
1994, a provision of $2 million was reserved for downsizing the Fremont,
California facility and a provision of $0.6 million was made to transfer direct
bond copper production from the Syracuse, New York facility to the Newburyport,
Massachusetts plant. Without these charges, gross margin would have been 27.2%.
Higher sales and production volumes of beryllium alloys account for much of the
improvement. The beryllium alloy product line experienced lower unit costs from
the higher throughput and benefited from manufacturing improvements, especially
in strip products. In the beryllium product line, margins recovered in 1994
from 1993. However, the major reason for improvement in the beryllium product
line was that 1994 did not experience the negative impact of manufacturing
problems with the AlBeMet(R) disk drive component that occurred in 1993.

Selling, administrative and general expenses in 1994 were $55.5 million (16.0%
of sales) compared to $47.8 million (16.2% of sales) in 1993. The increase was
across all expense categories and includes an increased accrual for incentive
compensation. A portion of the increase in administrative costs relate to an
alloy business process redesign effort. A group of employees and consultants
have been charged with reviewing and analyzing specific activities in the
Company to find opportunities for improvement.

Research and development (R&D) expenses of $8.8 million in 1994 exceeded the
$7.1 million spent in 1993 by more than 20%. The addition was primarily in the
beryllium and ceramic product lines where efforts centered on new product
development. The beryllium alloy product line also saw an increase as efforts
were directed at both product development and process technology enhancements.

Interest expense was $2.1 million in 1994 and $3.0 million in 1993. All amounts
are net of interest capitalized on active construction and mine development
projects. Lower average debt reduced interest costs in 1994.

Other-net expense was $2.6 million in 1994 and $2.2 million in 1993. Included in
both years were the postretirement benefit costs pursuant to Statement of
Financial Accounting Standard (FAS) 106 for a divested operation. In 1993, the
Company made an adjustment to the FAS 106 demographic assumptions for the
divested operation, which resulted in a reduction of the liability and increased
income by $1.3 million. Concurrently, the carrying value of a building from the
divested operation was reduced by $0.9 million.

Income before income taxes in 1994 of $23.0 million was significantly higher
than the 1993 pre-tax income of $7.7 million. Higher sales volume and related
gross margin improvements account for the increase. The increased selling,
general and administrative expense offsets some of the gains in gross margin.

The effective tax rate employed for 1994 was 19.4% of pre-tax income as compared
to 16.2% of pre-tax income in 1993. The increase in pre-tax income accounts for
the higher rate. The effective rate was significantly below statutory rates due
to relatively fixed tax credits and allowances as shown in Note H to the
Consolidated Financial Statements.

Comparative earnings per share were $1.14 in 1994 and $0.40 in 1993.

16
<PAGE> 18
FINANCIAL POSITION
CAPITAL RESOURCES AND LIQUIDITY

Cash flow from operating activities totaled $39.6 million in 1995. Cash
balances increased $9.1 million and total debt increased $0.6 million. Accounts
receivable were essentially unchanged from year-end 1994. FIFO inventories
increased $3.4 million, primarily due to higher copper and nickel costs and an
increase in international inventories corresponding to higher sales. The LIFO
reserve, however, increased $4.3 million resulting in a net decrease of $0.9
million in the LIFO inventory value.

Capital expenditures for property, plant and equipment amounted to
$24.2 million in 1995. Major expenditures included a new rod mill for the
Elmore, Ohio facility that is scheduled to be completed in mid-1996 and a
plating line and a stretch bend leveler for the Lincoln, Rhode Island facility.
There were also several environmental remediation projects that were
capitalized at the Elmore, Ohio and Delta, Utah plant sites. Management is
currently studying plans for modernizing portions of the alloy strip
manufacturing process in order to reduce costs, improve quality and add
capacity in selected areas. Capital expenditures are anticipated to increase in
1996.

During the fourth quarter 1995, the Company initiated a program to re-purchase
up to one million shares of its Common Stock. Approximately 165,000 shares at a
cost of $2.8 million were re-purchased under this program as of December 31,
1995, with the balance anticipated to be re-purchased during 1996. The average
number of shares outstanding increased in 1995 over 1994 due to an increase in
the number of previously issued stock options included in the diluted
outstanding share calculation as a result of a higher share price. Dividends
paid on outstanding shares totaled $5.5 million.

Short-term debt at December 31, 1995 was $22.8 million, including $1.5 million
of the current portion of long-term debt. The $21.3 million balance is
denominated principally in gold and foreign currencies to provide hedges against
current assets so denominated. Credit lines amounting to $71.5 million are
available for additional borrowing. The domestic and foreign lines are
uncommitted, unsecured and renewed annually. The precious metal facility is
committed, secured and renewed annually.

Long-term debt was $17.0 or 8% of total capital at December 31, 1995. Long-term
financial resources available to the Company include $60 million of medium-term
notes and $50 million under a revolving credit agreement.

Funds being generated from operations plus the available borrowing capacity are
believed adequate to support operating requirements, capital expenditures,
remediation projects, dividends and small acquisitions. Excess cash, if any, is
invested in money market instruments and other high quality investments.

Cash flow from operating activities in 1994 was $35.2 million. During 1994, cash
balances increased $12.7 million while total debt decreased $1.1 million.
Capital expenditures totaled $17.2 million and dividends paid were $3.7 million.
Long-term debt of $18.5 million was 9% of total capital at December 31, 1994.

17
<PAGE> 19
ORE RESERVES

The Company's reserves of beryllium-bearing bertrandite ore are located in Juab
County, Utah. An ongoing drilling program has generally added to proven
reserves. Proven reserves are the measured quantities of ore commercially
recoverable through the open pit method. Probable reserves are the estimated
quantities of ore known to exist, principally at greater depths, but prospects
for commercial recovery are indeterminable. Ore dilution that occurs during
mining approximates 7%. About 87% of beryllium in ore is recovered in the
extraction process. The Company augments its proven reserves of bertrandite ore
through the purchase of imported beryl ore (approximately 4% beryllium) which
is also processed at the Utah extraction plant.

<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Proven bertrandite ore reserves at
year end (thousands of dry tons) 6,927 6,747 6,786 6,787 6,855
Grade % beryllium 0.249% 0.251% 0.251% 0.251% 0.251%

Probable bertrandite ore reserves at
year-end (thousands of dry tons) 7,346 7,559 7,594 7,482 7,215
Grade % beryllium 0.281% 0.279% 0.279% 0.281% 0.284%
Bertrandite ore processed (thousands
of dry tons, diluted) 96 79 92 91 80
Grade % beryllium, diluted 0.232% 0.240% 0.232% 0.234% 0.237%
</TABLE>

INFLATION AND CHANGING PRICES

The prices of major raw materials, such as copper, nickel and gold, purchased by
the Company increased during 1995. Such changes in costs are generally reflected
in selling price adjustments. The prices of labor and other factors of
production generally increase with inflation. Additions to capacity, while more
expensive over time, usually result in greater productivity or improved yields.
However, market factors, alternative materials and competitive pricing have
affected the Company's ability to offset wage and benefit increases. The Company
employs the last-in, first-out (LIFO) inventory valuation method domestically to
more closely match current costs with revenues.

ENVIRONMENTAL MATTERS

As indicated in Note K to the Consolidated Financial Statements, the Company
maintains an active program of environmental compliance. For projects involving
remediation, estimates of the probable costs are made and the Company has set
aside a reserve of $3.3 million at December 31, 1995 ($3.8 million at December
31, 1994). This reserve covers existing and currently foreseen projects.

18
<PAGE> 20
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The report of independent auditors and the following
consolidated financial statements of the Company included in the annual report
to shareholders for the year ended December 31, 1995 are incorporated herein by
reference:

Consolidated Balance Sheets - December 31, 1995 and 1994.

Consolidated Statements of Income - Years ended December 31, 1995, 1994
and 1993.

Consolidated Statements of Shareholders' Equity - Years ended December
31, 1995, 1994 and 1993.

Consolidated Statements of Cash Flows - Years ended December 31, 1995,
1994 and 1993.

Notes to Consolidated Financial Statements.

Report of Independent Auditors.

Quarterly Data on page 16 of the annual report to shareholders for the years
ended December 31, 1995 and December 31, 1994 is incorporated herein by
reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None

19
<PAGE> 21
PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information under Election of Directors on pages 2 through
5 of the Proxy Statement dated March 18, 1996 is incorporated herein by
reference. Information with respect to Executive Officers of the Company is set
forth earlier on pages 10 and 11 of this Form 10-K annual report.

ITEM 11. EXECUTIVE COMPENSATION

The information under Executive Officer Compensation on pages
8 through 13 of the Proxy Statement dated March 18, 1996 is incorporated herein
by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The information under Common Stock Ownership of Certain
Beneficial Owners, Directors and Management on pages 6 and 7 of the Proxy
Statement dated March 18, 1996 is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information under Related Party Transactions on page 17 of
the Proxy Statement dated March 18, 1996 is incorporated herein by reference.

20
<PAGE> 22
PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON
FORM 8-K

(a) 1. Financial Statements and Supplemental Information

Included in Part II of this Form 10-K annual report
by reference to the annual report to shareholders for
the year ended December 31, 1995 are the following
consolidated financial statements:

Consolidated Balance Sheets - December 31, 1995 and
1994.

Consolidated Statements of Income - Years ended
December 31, 1995, 1994 and 1993.

Consolidated Statements of Shareholders' Equity -
Years ended December 31, 1995, 1994 and 1993.

Consolidated Statements of Cash Flows - Years ended
December 31, 1995, 1994 and 1993.

Notes to Consolidated Financial Statements.

Report of Independent Auditors.

(a) 2. Financial Statement Schedules

The following consolidated financial information for
the years 1995, 1994 and 1993 is submitted herewith:

Schedule II - Valuation and qualifying accounts.

All other schedules for which provision is made in
the applicable accounting regulations of the
Securities and Exchange Commission are not required
under the related instructions or are inapplicable,
and therefore have been omitted.

21
<PAGE> 23
(a) 3. Exhibits

(3a) Articles of Incorporation of the Company as
amended February 28, 1989 (filed as Exhibit 3a to
the Company's Form 10-K Annual Report for the year
ended December 31, 1994), incorporated herein by
reference.

(3b) Regulations of the Company as amended April 27,
1993 (filed as Exhibit 3b to the Company's Form
10-K Annual Report for the year ended December 31,
1994), incorporated herein by reference.

(4a) Credit Agreement dated as of December 13, 1994
between the Company and National City Bank acting
for itself and as agent for three other banking
institutions (filed as Exhibit 4a to the Company's
Form 10-K Annual Report for the year ended
December 31, 1994), incorporated herein by
reference.

(4b) Rights Agreement between the Company and Society
National Bank (formerly Ameritrust Company
National Association) as amended February 28, 1989
(filed as Exhibit 4b to the Company's Form 10-K
Annual Report for the year ended December 31,
1994), incorporated herein by reference.

(4c) Issuing and Paying Agency Agreement dated as of
February 1, 1990, including a specimen form of a
medium term note issued thereunder, between the
Company and First Trust N.A. (formerly with Morgan
Guaranty Trust Company of New York) (filed as
Exhibit 4c to the Company's Form 10-K Annual
Report for the year ended December 31, 1994),
incorporated herein by reference.

(4d) Pursuant to Regulation S-K, Item 601 (b)(4), the
Company agrees to furnish to the Commission, upon
its request, a copy of the instruments defining
the rights of holders of long-term debt of the
Company that are not being filed with this report.

(10a)* Employment Agreement entered into by the Company
and Mr. Gordon D. Harnett on March 20, 1991.

(10b)* Form of Employment Agreement entered into by the
Company and Messrs. Brophy, Hanes, Harlan, Rozek
and Sandor on February 20, 1989 (filed as Exhibit
10b to the Company's Form 10-K Annual Report for
the year ended December 31, 1994), incorporated
herein by reference.

* Reflects management contract or other compensatory arrangement required to be
filed as an Exhibit pursuant to Item 14(c) of this Report.

22
<PAGE> 24
(10c)* Form of Amendment to the Employment Agreement
(dated February 20, 1989) entered into by the
Company and Messrs. Brophy, Hanes, Harlan, Rozek
and Sandor dated February 28, 1991.

(10d)* Form of Employment Agreement entered into by the
Company and Mr. Daniel A. Skoch on January 28,
1992, Mr. Stephen Freeman dated August 3, 1993,
and Mr. Carl Cramer dated December 6, 1994 (filed
as Exhibit 10d to the Company's Form 10-K Annual
Report for the year ended December 31, 1991),
incorporated herein by reference.

(10e)* Form of Trust Agreement between the Company and
Key Trust Company of Ohio, N.A. (formerly
Ameritrust Company National Association) on behalf
of Messrs. Brophy, Hanes, Harlan, Rozek and Sandor
dated February 20, 1989, Mr. Harnett dated March
20, 1991 and Mr. Skoch dated January 28, 1992, Mr.
Freeman dated August 3, 1993, and Mr. Cramer dated
December 6, 1994 (filed as Exhibit 10e to the
Company's Form 10-K Annual Report for the year
ended December 31, 1994), incorporated herein by
reference.

(10f) Form of Indemnification Agreement entered into by
the Company and Mr. G. D. Harnett on March 20,
1991 (filed as Exhibit 10f to the Company's Form
10-K Annual Report for the year ended December 31,
1994), incorporated herein by reference.

(10g) Form of Indemnification Agreement entered into by
the Company and Messrs. J. H. Brophy, A. J.
Sandor, C. B. Harlan, H. D. Hanes, and R. H. Rozek
on June 27, 1989, Mr. D. A. Skoch on January 28,
1992, Mr. S. Freeman dated August 3, 1993, Mr. C.
Cramer on December 6, 1994 and Messrs. M. D.
Anderson, A. T. Lubrano, S. A. Moyer and J. J.
Paschall on January 19, 1996 (filed as Exhibit 10g
to the Company's Form 10-K Annual Report for the
year ended December 31, 1994), incorporated herein
by reference.

(10h) Form of Indemnification Agreement entered into by
the Company and Messrs. C. F. Brush III, F. B.
Carr, W. P. Madar, G. C. McDonough, R. M. McInnes,
H. G.Piper and J. Sherwin Jr. on June 27, 1989,
Mr. A. C. Bersticker on April 27, 1993 and Mr. D.
L. Burner on May 2, 1995 (filed as Exhibit 10h to
the Company's Form 10-K Annual Report for the year
ended December 31, 1994), incorporated here by
reference.

* Reflects management contract or other compensatory arrangement required to be
filed as an Exhibit pursuant to Item 14(c) of this Report.

23
<PAGE> 25
(10i)* Directors' Retirement Plan as amended January 26,
1993 (filed as Exhibit 10i to the Company's Form
10-K Annual Report for the year ended December
31, 1992), incorporated herein by reference.

(10j)* Deferred Compensation Plan for Nonemployee
Directors effective January 1, 1992 (filed as
Exhibit I to the Company's Proxy Statement dated
March 6, 1992, Commission File No. 1-7006),
incorporated herein by reference.

(10k)* Form of Trust Agreement between the Company and
National City Bank dated January 1, 1992 on behalf
of Nonemployee Directors of the Company (filed as
Exhibit 10k to the Company's Form 10-K Annual
Report for the year ended December 31, 1992),
incorporated herein by reference.

(10l)* Incentive Compensation Plan adopted December 16,
1991, effective January 1, 1992 (filed as Exhibit
10l to the Company's Form 10-K Annual Report for
the year ended December 31, 1991), incorporated
herein by reference.

(10m)* Supplemental Retirement Plan as amended and
restated December 1, 1992 (filed as Exhibit 10n to
the Company's Form 10-K Annual Report for the year
ended December 31, 1992), incorporated herein by
reference.

(10n)* Amendment Number 3, adopted February 8, 1995, to
Supplemental Retirement Benefit Plan as amended
and restated December 1, 1992 (filed as Exhibit
10o to the Company's Form 10-K Annual Report for
the year ended December 31, 1994), incorporated
herein by reference.

(10o)* Amendment Number 2, adopted January 1, 1996, to
Supplemental Retirement Benefit Plan as amended
and restated December 1, 1992.

(10p)* Form of Trust Agreement between the Company and
Key Trust Company of Ohio, N.A. (formerly Society
National Bank) dated January 8, 1993 pursuant to
the December 1, 1992 amended Supplemental
Retirement Benefit Plan (filed as Exhibit 10p to
the Company's Form 10-K Annual Report for the year
ended December 31, 1992), incorporated herein by
reference.

* Reflects management contract or other compensatory arrangement required to be
filed as an Exhibit pursuant to Item 14(c) of this Report.

24
<PAGE> 26
(10q)* 1979 Stock Option Plan, as amended pursuant to
approval of shareholders on April 21, 1982 (filed
as Exhibit 15A to Post-Effective Amendment No. 3
to Registration Statement No. 2-64080),
incorporated herein by reference.

(10r)* 1984 Stock Option Plan as amended by the Board of
Directors on April 18, 1984 and February 24, 1987
(filed as Exhibit 4.4 to Registration Statement
No. 33-28605), incorporated herein by reference.

(10s)* 1989 Stock Option Plan (filed as Exhibit 4.5 to
Registration Statement No. 33-28605), incorporated
herein by reference.

(10t)* 1990 Stock Option Plan for Nonemployee Directors
(filed as Exhibit 4.6 to Registration Statement
No. 33-35979), incorporated herein by reference.

(10u)* 1995 Stock Incentive Plan (filed as Exhibit A to
the Company's Proxy Statement dated March 13,
1995, Commission File No. 1-7006), incorporated
herein by reference.

(11) Statement re: calculation of per share earnings
for the years ended December 31, 1995, 1994 and
1993.

(13) Portions of the Annual Report to shareholders for
the year ended December 31, 1995.

(21) Subsidiaries of the registrant.

(23) Consent of Ernst & Young LLP.

(24) Power of Attorney.

(27) Financial Data Schedule.

(99) Form 11-K Annual Report for the Brush Wellman Inc.
Savings and Investment Plan for the year ended
December 31, 1995.

(b) Reports on Form 8-K

There were no reports on Form 8-K filed during the fourth
quarter of the year ended December 31, 1995.

* Reflects management contract or other compensatory arrangement required to be
filed as an Exhibit pursuant to Item 14(c) of this Report.

25
<PAGE> 27

SIGNATURES

Pursuant to the requirements of Section 13 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.
March 21, 1996

BRUSH WELLMAN INC.

By: /s/ Gordon D. Harnett By: /s/ Carl Cramer
-------------------- -----------------
Gordon D. Harnett Carl Cramer
Chairman of the Board, Vice President and
President and Chief Executive Officer Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

<TABLE>
<S> <C> <C>
GORDON D. HARNETT* Chairman of the Board,
- ------------------------------ President, Chief Executive
Gordon D. Harnett Officer and Director March 21, 1996
(Principal Executive Officer)

CARL CRAMER Vice President and Chief March 21, 1996
- ------------------------------ Financial Officer
Carl Cramer

ALBERT C. BERSTICKER* Director March 21, 1996
- ------------------------------
Albert C. Bersticker

CHARLES F. BRUSH, III* Director March 21, 1996
- ------------------------------
Charles F. Brush, III

DAVID L. BURNER* Director March 21, 1996
- ------------------------------
David L. Burner

FRANK B. CARR* Director March 21, 1996
- ------------------------------
Frank B. Carr

WILLIAM P. MADAR* Director March 21, 1996
- ------------------------------
William P. Madar

GERALD C. McDONOUGH* Director March 21, 1996
- ------------------------------
Gerald C. McDonough

ROBERT M. McINNES* Director March 21, 1996
- ------------------------------
Robert M. McInnes

HENRY G. PIPER* Director March 21, 1996
- ------------------------------
Henry G. Piper

JOHN SHERWIN, JR.* Director March 21, 1996
- ------------------------------
John Sherwin, Jr.
</TABLE>

*The undersigned, by signing his name hereto, does sign and
execute this report on behalf of each of the above-named officers and directors
of Brush Wellman Inc., pursuant to Powers of Attorney executed by each such
officer and director filed with the Securities and Exchange Commission.

By: /s/ Carl Cramer
--------------
Carl Cramer
Attorney-in-Fact March 21, 1996

26
<PAGE> 28
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

BRUSH WELLMAN INC. AND SUBSIDIARIES

YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- ---------------------------------------------------------------------------------------------------------------------------------
ADDITIONS
-------------------------------------
DESCRIPTION BALANCE AT BEGINNING (1) (2) DEDUCTIONS--DESCRIBE BALANCE AT END
OF PERIOD CHARGED TO COSTS CHARGED TO OTHER OF PERIOD
AND EXPENSES ACCOUNTS--DESCRIBE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1995
Deducted from assets accounts:
Allowance for doubtful
accounts receivable $1,036,797 $ 203,213 $ 0 $ 225,306 (A) $1,014,704
Inventory reserves and
obsolescence $1,466,039 $1,590,856 $ 0 $1,456,895 (C) $1,600,000

Year ended December 31, 1994
Deducted from assets accounts:
Allowance for doubtful
accounts receivable $ 904,913 $ 254,042 $ 0 $ 122,158 (A) $1,036,797
Inventory reserves and
obsolescence $3,187,135 $ 0 $ 0 $1,721,096 (C) $1,466,039
Allowance for deferred tax
assets $1,540,000 $ 0 $ 0 $1,540,000 (D) $ 0

Year ended December 31, 1993
Deducted from assets accounts:
Allowance for doubtful
accounts receivable $ 781,389 $ 234,392 $ 0 $ 110,868 (A) $ 904,913
Inventory reserves and
obsolescence $ 0 $3,187,135 $ 0 $ 0 $3,187,135
Allowance for deferred tax
assets $ 0 $ 0 $1,540,000 (B) $ 0 $1,540,000
</TABLE>

Note A - Bad debts written off.

Note B - The Company adopted SFAS No. 109, "Accounting for Income Taxes,"
effective January 1, 1993. Under Statement 109, a deferred tax assets
of $1,540,000 was recorded for net operating loss carryforwards. Since
it was unknown as to whether the deferred tax assets would be utilized,
a valuation allowance was recorded to offset the asset.

Note C - Inventory written off.

Note D - Net operating loss carryforwards utilized or expired.

<PAGE> 1

EXHIBIT 10a

EMPLOYMENT AGREEMENT
--------------------

This EMPLOYMENT AGREEMENT (this "Agreement"), entered into this
20 day of March, 1991, by BRUSH WELLMAN INC., an Ohio corporation (the
"Company"), and GORDON D. HARNETT (the "Executive").

WITNESSETH:
-----------

WHEREAS, the Board of Directors of the Company (the "Board") has made
the following determinations:

A. The Executive is a senior executive of the Company and has
made and is expected to continue to make major contributions to the growth,
profitability, and financial strength of the Company;

B. The Board wishes to assure the Company's continuity of
management;

C. The Board recognizes that, as is the case with many
publicly held companies, the possibility of a Change in Control (as defined in
Section IV) may exist and wishes to ensure that the Company's senior executives
are not practically disabled from discharging their duties upon the occurrence
of any actual or threatened Change in Control; and

D. This Agreement shall not alter materially the remuneration
and benefits which the Executive could reasonably expect to receive from the
Company in the absence of a Change in Control and, accordingly, although
effective as of the date

<PAGE> 2
2

hereof, this Agreement shall become operative only upon the occurrence of a
Change in Control during the Term (as defined in Section II).

NOW, THEREFORE, the Company and the Executive agree as follows:

I. Employment; Position and Responsibilities

(A) Subject to the terms and conditions of this Agreement,
upon the occurrence of a Change in Control during the Term, the Company, if the
Executive is then an employee of the Company, shall continue the Executive in
its employ (and the Executive shall remain in the employ of the Company) for
the Window Period (as defined in Section III), whether or not the Term ends
before the end of the Window Period, in the position which he holds at the time
of such Change in Control (or such enhanced position to which he may from time
to time thereafter be elected by the Board) and with substantially the same
duties, responsibilities, and reporting relationships as he has at the time of
such Change in Control (or such enhanced duties, responsibilities, and
reporting relationships as the Board may from time to time thereafter designate
in writing or to which the Company and the Executive may from time to time
thereafter agree in writing).

(B) During the Window Period, the Executive shall, while he
is an employee of the Company, devote substantially all of his time during
normal business hours to the business

<PAGE> 3
3

and affairs of the Company, but nothing in this Agreement shall preclude the
Executive during the Window Period from devoting reasonable periods of time
during normal business hours to serving as a director, trustee, or member of
any committee of any organization or business so long as such activity would
not constitute Competitive Activity (as defined in Section XIII) if conducted
by the Executive after any termination of the Executive's employment with the
Company pursuant to Section VII (A).

II. Effectiveness of this Agreement; Term
------------------------------------------

In determining whether the Window Period commences, this Agreement
shall be effective immediately upon execution and shall continue in force for a
period of five years (the "Term") from the date of such execution; PROVIDED,
HOWEVER, that on the date five years after this Agreement is executed, and on
each second anniversary of such date thereafter, the Term shall be
automatically extended for two additional years unless either the Company or
the Executive has given written notice to the other, as provided in Section X,
prior to the date which is two years before the date on which the Term would
end if not automatically extended.

III. Operation of this Agreement; Window Period
-----------------------------------------------

This Agreement shall become operative only upon the occurrence of a
Change in Control and then only if such Change in Control occurs prior to the
end of the Term while the

<PAGE> 4
4

Executive is an employee of the Company. If the Executive is employed by the
Company at the time of any such Change in Control, this Agreement shall remain
operative for a period (the "Window Period") of four years after the occurrence
of such Change in Control or, if shorter, until the Executive reaches age 65.

IV. Definition of Change in Control

A "Change in Control" of the Company shall have occurred if at any time
during the Term any of the following events shall occur:

(A) The Board at any time shall fail to include a majority of Directors
who are either "Original Directors" or "Approved Directors". An Original
Director is a Director who is serving on February 20, 1989. An Approved
Director is a Director who, after such date, is elected, or is nominated for
election by the shareholders, by a vote of at least two-thirds of the Original
Directors and the previously elected Approved Directors, if any.

(B) Any person (as the term "person" is defined in Section 1701.01(G)
of the Ohio Revised Code) shall have made a "control share acquisition" (as the
term "control share acquisition" is defined in Section 1701.01(Z) of the Ohio
Revised Code) of shares of the Company without having first complied with
Section 1701.831 of the Ohio Revised Code (dealing with control share
acquisitions).
<PAGE> 5
5

(C) The Board shall at any time during the Term determine in the good
faith exercise of its judgment that (1) any particular actual or proposed
accumulation of shares of the Company, tender offer for shares of the Company,
merger, consolidation, sale of assets, proxy contest, or other transaction or
event or series of transactions or events will, or is likely to, if carried
out, result in a Change in Control falling within Section IV(A) or IV(B) and
(2) it is in the best interests of the Company and its shareholders, and will
serve the intended purposes of this Agreement, if this Agreement shall
thereupon become immediately operative.

V. Compensation While Employed During Window Period
------------------------------------------------

(A) No compensation shall be payable under this Section V unless and
until there shall have been a Change in Control while the Executive is an
employee of the Company during the Term (at which time the Window Period shall
begin).

(B) If such a Change in Control so occurs (at which time the Window
Period shall begin), the Executive, while an employee of the Company, will be
entitled to receive compensation, for the Window Period, in the following
forms, rates, and amounts:

(1) BASE SALARY: salary payments (semi-monthly in arrears) at an annual
rate which will be the highest of:

(a) the annual rate in effect at the time of the Change in
Control;

<PAGE> 6
6

(b) the annual rate in effect at any time during the 24 months
prior to the Change in Control; or

(2) ANNUAL BONUS: annual bonus amounts (payable on February 10, or, if
February 10 is not a business day in any year, then on the business day next
preceding such February 10) with respect to the previous calendar year equal to
the higher of:

(a) the highest annual bonus awarded to the Executive in the 36
months prior to the Change in Control; or

(b) the highest annual bonus approved by the Board from time to
time after the Change in Control.

(3) BENEFIT PLANS - The Executive shall continue, as if there had been
no Change in Control, to participate, throughout the Window Period, in all
benefit plans, policies, or arrangements of the Company in which the Executive
participates immediately prior to the Change in Control, including, without
limitation, any incentive, retirement income, savings or thrift, stock option,
stock purchase, stock appreciation, stock grant, group insurance (health, life,
and others, if any), disability, salary continuation, and other employee
benefit plans, policies, or arrangements, or any successor plans, policies, or
arrangements that may thereafter be adopted by the Company

<PAGE> 7
7

and provide the Executive at least the same reward opportunities that were
provided to him immediately prior to the Change in Control as if there had been
no Change in Control.

(4) EXECUTIVE PERQUISITES - The Executive shall continue to receive,
throughout the Window Period, all executive perquisites (including, without
limitation, a Company automobile, club dues, and secretarial services) provided
by the Company immediately prior to the Change in Control and any improvements
therein which are thereafter approved by the Board from time to time.

(5) Nothing in this Agreement shall preclude improvement of the plans,
policies, or arrangements contemplated by the foregoing paragraphs (1)-(4) of
this Section V(B), but no such improvements shall in any way diminish any other
obligation of the Company under this Agreement. If the Company shall change or
terminate any such plans, policies, or arrangements during the Window Period,
it shall nevertheless continue to provide to the Executive other arrangements
which are substantially comparable thereto.

VI. Termination While Employed During Window Period
-----------------------------------------------

(A) If a Change in Control shall occur while the Executive is an
employee of the Company during the Term (and the Window Period therefore
commences), the Executive shall be
<PAGE> 8
8

entitled to the compensation provided in Section VII if his employment with the
Company is thereafter terminated during the Window Period unless such
termination results from the Executive's -

(1) death;

(2) disability (on the terms described in Section VI(B));

(3) retirement (as defined in Section VI(C));

(4) termination by the Company for Cause (as defined in Section
VI(D); or

(5) decision to terminate his employment other than for Good
Reason (as defined in Section VI(E)).

(B) If, as a result of the Executive's incapacity due to physical or
mental illness, the Executive shall qualify for benefits under the long-term
disability plan, policy, or arrangement (if any) of the Company in effect at
the time when the Change in Control occurs and shall have been absent from his
duties with the Company on a full-time basis during the Window Period for a
continuous period of one year, then the Company may terminate the Executive's
employment for disability without the Executive being entitled to the
compensation provided in Section VII.

(C) "Retirement" means the attainment by the Executive of age 65 or his
earlier voluntary retirement in accordance with any applicable retirement plan
of the Company. Voluntary retirement for this purpose does not include any

<PAGE> 9
9

retirement decision made by the Executive as a consequence of a termination by
the Executive of his employment for Good Reason.

(D) "Cause" means commission by the Executive of an act which
constitutes a felony.

(E) The Executive may terminate his employment for Good Reason during
the Window Period and, if he does so, he shall be entitled to the compensation
provided in Section VII. "Good Reason" shall mean any of the following:

(1) any reduction in the Executive's base salary provided in
Section V(B) (1) or his annual bonus provided in Section V(B)(2);

(2) any significant reduction in the Executive's benefits
provided in Section V(B)(3) or his perquisites provided in Section
V(B)(4);

(3) any significant reduction in the Executive's title,
status, position, responsibilities, duties, or reporting relationships
as herein provided;

(4) any determination made by the Executive in good faith
that, as a consequence of the circumstances giving rise to a Change in
Control or resulting therefrom, he is unable to carry out the
responsibilities, duties, or reporting relationships associated with
his title, status, or position as herein provided;

(5) the Company shall require the Executive to have as his
principal location of work any location which is in

<PAGE> 10
10

excess of 50 miles from the Executive's principal residence as of the
date immediately prior to the Change in Control; or

(6) any failure of any successor of or to the Company
following a Change in Control to comply with Section IX(A).

VII. Compensation Upon Termination During Window Period
--------------------------------------------------

(A) If the Executive's employment by the Company is terminated
during the Window Period:

(1) by the Company other than by reason of death, disability,
or Cause, or

(2) by the Executive for Good Reason, then the Company shall
pay to the Executive, within the time specified in Section VII(D), a
lump sum in cash equal to the present value (determined as provided in
Section VII(B)) of his base salary and annual bonus at the rates
provided in Sections V(B)(1) and V(B)(2), respectively, for the
remainder of the Window Period.

(B) In determining present value for purposes of Section VII(A),
there shall be applied a discount factor equal to the coupon rate on general
full-faith-and-credit obligations of the U.S. Treasury having a maturity of
five years and issued on the date of such termination (or, if no such
obligations are issued on that date, then on such obligations issued on the
most recent day prior to that date); provided, however, that if the Executive
should die on or after the date of such termination but before full payment is
made to him pursuant to

<PAGE> 11
11

Section VII(D), such payment shall be made to such person(s) as the Executive
shall have designated in a writing filed with the Secretary of the Company or,
if he shall not have filed such a designation, then to his executor or
administrator within ten days after appointment of the same.

(C) To secure, fund, or otherwise assure to the maximum practicable
extent the payment to be made by the Company to the Executive pursuant to
Sections VII(A) and VII(B), the Company will enter into a trust agreement in
substantially the form attached hereto as Exhibit A. Should a Change in Control
occur during the Term while the Executive is an employee of the Company, the
Company shall, at or prior to the time of such Change in Control, cause there
to be on deposit with the trustee under such trust agreement an amount of funds
equal to one-twelfth of the sum of the amounts referred to in Section V(B)(1)
and Section V(B)(2) (disregarding the application of the discount factor
provided in Section VII(B)) multiplied by the lesser of 48 or the number of
months (rounded to the next higher number) between the date of such Change in
Control and the date the Executive reaches age 65. Should the Executive's
employment by the Company be terminated (i) for any reason prior to the
occurrence of a Change in Control or (ii) by reason by death, disability (on
the terms described in Section VI(B)), retirement, by the Company for Cause, or
by the Executive's decision to terminate it other than for Good Reason after
the occurrence of a Change in
<PAGE> 12
12

Control, the Executive will consent to the revocation of the trust under the
trust agreement and the payment to the Company of all the assets then held in
such trust.

(D) The compensation provided for in Sections VII(A) and VII(B) shall
be paid not later than the 40th day following the date of any such termination
of employment pursuant to Section VII(A).

(E) The Company shall arrange to provide the Executive, following the
date of any termination of employment of the type described in Section VII(A),
for the remainder of the Window Period, with continued coverage and
participation in the benefit plans, policies, arrangements, and perquisites
referred to in Sections V(B)(3) and V(B)(4) as if there had been no such
termination of employment (or with such improved coverage and participation, if
any, as may be implemented during the Window Period), except that participation
will not continue in any stock option, stock purchase, stock appreciation, or
stock grant plans and except that no benefits shall accrue for any period after
such termination of employment pursuant to any benefit plan qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
or any supplemental retirement benefit plan created for the benefit of the
Executive subsequent to the date of this Agreement (the "Supplemental
Retirement Benefit Plan") by reason of any provision included in this
Agreement. For purposes of applying the immediately preceding sentence with
respect to any benefit plan, policy, or arrangement the level
<PAGE> 13
13

of benefits under which depends in whole or in part on years of service, the
Executive shall be treated as having continued in the employment of the Company
for the remainder of the Window Period. To the extent that the Executive's
coverage or participation in any such plan, policy, or arrangement is
terminated by reason of the Executive's no longer being an employee of the
Company during the Window Period, the Company shall (i) pay from time to time
to the Executive cash in amounts equal to what would have been provided
pursuant to such plan, policy, or arrangement at any such time had the
Executive's coverage or participation not been terminated and as if the
Executive's employment with the Company continued for the remainder of the
Window Period or (ii) arrange, with the Executive's prior written consent, to
provide him with coverage and participation in a substantially similar plan,
policy, or arrangement. If, under any plan, policy, or arrangement in effect
immediately prior to the Change in Control, the Executive would have been
eligible for post-retirement health or medical benefits with respect to himself
or others if his retirement had occurred on the last day of the Window Period,
the Company shall provide him with post-retirement health or medical benefits
that are substantially similar to those provided under such plan, policy, or
arrangement (or with such improved benefits, if any, as may be implemented
during the Window Period). In addition, the Company shall pay to the Executive,
within the time specified in Section VII(D), a lump sum (calculated as provided
in Section VII(B)) in cash equal to
<PAGE> 14
14

(i) the number of months (rounded to the next higher number) between the date
of termination of the Executive's employment with the Company pursuant to
Section VII(A) and the last day of the Window Period multiplied by (ii)
one-twelfth of the annual benefit (expressed as a single life annuity
commencing at age 65) that the Executive would have accrued under the Brush
Wellman Inc. Pension Plan for Salaried Employees (the "Pension Plan") during
the calendar year ending prior to the date of such termination of employment if
the Pension Plan did not contain the limitations on benefits imposed by the
Code, including, without limitation, Sections 415 and 401(a)(17) of the Code
(the "Constructive Supplemental Amount"). The Company and the Executive intend
that the benefits payable under this Section VII(E) shall not constitute a
"supplemental retirement or other similar benefit" for purposes of the
Supplemental Retirement Benefit Plan. The obligation of the Company to make any
payments under this Section VII(E) constitutes the unsecured promise of the
Company to make such payments from its general assets, and the Executive shall
have no interest in, or lien or prior claim upon, any property of the Company
in connection therewith.

(F) If the compensation and other payments under this Section VII,
either alone or together with other receipts of the Executive from the Company,
would, after taking into account Section VIII, constitute a "parachute payment"
(as defined in Section 280G of the Code), such compensation, other
<PAGE> 15
15

payments, and other receipts shall be reduced to the largest amount as will
result in no portion of the such compensation, other payments, or other
receipts being subject to the excise tax imposed by Section 4999 of the Code.
The determination of any reduction under this Section VII(F) in such
compensation, other payments, and other receipts (including the section of the
specific types of such compensation, other payments, or other receipts to be
reduced) shall be made by the Executive in good faith (and upon the advice of a
nationally recognized expert in compensation matters engaged and paid for by
the Executive) after consultation with the Company. The Executive shall deliver
such determination to the Company by the 25th day following any termination of
the Executive pursuant to Section VII(A). His duty to consult with the Company
under this Section VII(F) shall expire on the 30th day following such
termination. Such determination shall be conclusive and binding on the Company.
The Company shall cooperate in good faith with the Executive in making such
determination and in providing the necessary information for this purpose.

(G) The Company shall have no right of set-off or counterclaim in
respect of any of its obligations to the Executive under this Agreement.

VIII. Mitigation
----------
If the Executive's employment by the Company is terminated during the
Window Period pursuant to Section VII(A), the Company shall acknowledge by
written notice to the
<PAGE> 16
16

Executive that the Executive offered to continue employment with the Company in
accordance with the terms of this Agreement but that such offer was rejected.
Thereafter, the Executive shall, for a period of two years (or, if less, for
the remainder of the Window Period), use reasonable efforts to mitigate damages
by seeking other employment; provided, however, that the Executive shall not be
required to accept a position (i) of less importance or of a substantially
different character than the position he held immediately prior to the date of
such termination, (ii) that would call upon him to engage in any Competitive
Activity, or (iii) other than in a location within 50 miles of his principal
residence immediately prior to the date of such termination. The Executive
shall pay over to the Company 50% of all employment income earned and received
by him from other employers pursuant to the foregoing during such two year (or
lesser) period (up to the amount received by him from the Company pursuant to
Section VII(A)), and any employee benefits received from such other employers
during such period shall reduce pro tanto the Company's obligation to furnish
benefits or perquisites pursuant to Section VII(E).

IX. Successors and Binding Agreement
--------------------------------

(A) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation, or otherwise) to all or
substantially all of the business or assets of the Company by agreement in form
and substance
<PAGE> 17
17

satisfactory to the Executive to assume and agree to perform this Agreement in
the same manner and to the same extent the Company would be required to perform
if no such succession had taken place. If, at any time during the Window Period
following a Change in Control, there shall not be in full force and effect an
agreement between any such successor and the Executive to the effect
contemplated by the preceding sentence, the absence of such agreement shall
constitute a material breach of this Agreement by such successor and shall
entitle the Executive to terminate his employment for Good Reason. This
Agreement shall be binding upon and inure to the benefit of the Company and any
successor of or to the Company, including, without limitation, any persons
acquiring directly or indirectly all or substantially all of the assets of the
Company whether by merger, consolidation, sale, or otherwise (and such
successor shall thereafter be deemed the "Company" for the purpose of this
Agreement), but shall not otherwise be assignable or delegable by the Company.

(B) This Agreement shall inure to the benefit of and be enforceable
by the Executive's personal or legal representatives, executors,
administrators, assigns, heirs, distributees and legatees.

(C) This Agreement is personal in nature and neither of the parties
hereto shall, without the consent of the other, assign, transfer, or delegate
this Agreement or any rights or obligations hereunder except as expressly
provided in Section IX(A). Without limiting the generality of the forgoing, the
<PAGE> 18
18

Executive's right to receive payments hereunder shall not be assignable or
transferable, whether by pledge, creation of a security interest, or otherwise,
other than by a transfer by his will (or other testamentary instrument) or by
the laws of descent and distribution and, in the event of any attempted
assignment or transfer contrary to this Section IX(C), the Company shall have
no liability to pay any amount so attempted to be assigned or transferred.

X. Notices
-------

All communications provided for herein or pursuant hereto shall be in

writing and shall be deemed to have been duly given when delivered:

If to the Company to:

Brush Wellman Inc.
1200 Hanna Building
Cleveland, Ohio 44115
Attention: Secretary

If to the Executive to:

Gordon D. Harnett
Chairman of the Board, President
and Chief Executive Officer
31950 Shaker Boulevard
Pepper Pike, Ohio 44124

or to such other address as either party may have furnished to

the other in writing in accordance herewith.

XI. Employment Rights
-----------------
Nothing expressed or implied in this Agreement shall create any right
or duty on the part of the Company or the Executive to have the Executive
remain in the employment of the

<PAGE> 19
19

Company prior to a Change in Control; provided, however, that any termination
of employment of the Executive following the commencement of any discussions
with a third party that ultimately result in a Change in Control shall (unless
such termination is wholly unrelated to such discussions) be deemed to be a
termination by the Executive for Good Reason after a Change in Control.

XII. Withholding of Taxes
--------------------

The Company may withhold from any amounts payable under this
Agreement all federal, state, city, or other taxes as shall be required to be
withheld pursuant to any law or governmental regulation or ruling.

XIII. Competitive Activity
--------------------

Following the Executive's termination of employment pursuant to
Section VII(A) and for the duration of the Window Period, if the Company shall
have complied and be complying with this Agreement, the Executive shall not
engage in any Competitive Activity. The term "Competitive Activity" means the
Executive's participation, without the written consent of an officer of the
Company, in the management of any business enterprise if such enterprise
engages in substantial and direct competition with the Company. Competitive
Activity shall not include the mere ownership of securities in any enterprise
and exercise of rights appurtenant thereto.
<PAGE> 20
20

XIV. Legal Fees and Expenses
-----------------------
The Company shall pay and be solely responsible for any and
all attorneys' and related fees and expenses incurred by the Executive
as a result of (A) the Company's failure to perform this Agreement or
any provision hereof; (B) the Company, any shareholder of the Company,
or any other person contesting the validity or enforceability of this
Agreement or any provision hereof; or (C) the Company, any shareholder
of the Company, or any other person contesting the performance by the
Executive of his obligations under this Agreement. Performance of the
Company's obligations under this Section XIV shall be secured by one or
more policies of insurance or as the Board may otherwise determine.

XV. Supersession
------------

If the Executive has heretofore entered into an Employment
Agreement dated July 1, 1983 with the Company, this Agreement shall
supersede such Employment Agreement, which Employment Agreement is
hereby cancelled with neither party thereunder having any liability to
the other.

XVI. Governing Law
-------------

The validity, interpretation, construction, and performance of
this Agreement shall be governed by the internal substantive laws of
the State of Ohio, disregarding principle of conflicts of law and the
like.

<PAGE> 21
21

XVII. Miscellaneous
-------------

No provision of this Agreement may be modified, waived, or
discharged unless such modification, waiver or, discharge is agreed to
in a writing signed by the Executive and the Company. No waiver by
either party hereto at any time of any breach by the other party hereto
or compliance with any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been
made by either party which are not set forth expressly in this
Agreement.

XVIII. Validity
--------

The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

XIX. Counterparts
------------

This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

<PAGE> 22
22

IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed and delivered on the date set forth above.

BRUSH WELLMAN INC.

By:/s/ Clark G. Waite
--------------------------
Title: Senior Vice President

THE EXECUTIVE

By:/s/Gordon D. Harnett
-----------------------
Gordon D. Harnett

<PAGE> 1

EXHIBIT 10c

AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------

This AMENDMENT (this "Amendment"), entered into this 28th day of
_______, 1991 by BRUSH WELLMAN INC., an Ohio corporation (the "Company"), and
______________ (the "Executive").

WITNESSETH
----------
WHEREAS:

A. On February 20, 1989, the Company and the Executive entered into
an employment agreement (the "Employment Agreement") ; and

B. The Company and the Executive desire to amend the Employment
Agreement as provided herein.

NOW, THEREFORE, the Company and the Executive agree as follows:

1. Section VIII of the Employment Agreement (entitled MITIGATION),
is, as of the date hereof, stricken in its entirety and replaced with the
following:

"VIII. Mitigation
----------
If the Executive's employment by the Company is terminated
during the Window Period pursuant to Section VII(A), the Company shall
acknowledge by written notice to the Executive that the Executive
offered to continue employment with the Company in accordance with the
terms of this Agreement but that such offer was rejected. Thereafter,
the Executive shall, for a period of two years (or, if less, for the
remainder of the Window Period), use reasonable efforts to mitigate
damages by seeking other employment; provided, however, that the
Executive shall not

<PAGE> 2
2

be required to accept a position (i) of less importance or of a
substantially different character than the position he held
immediately prior to the date of such termination, (ii) that would
call upon him to engage in any Competitive Activity, or (iii) other
than in a location within 50 miles of his principal residence
immediately prior to the date of such termination. The Executive shall
pay over to the Company 50% of all employment income earned and
received by him from other employers pursuant to the foregoing during
such two year (or lesser) period (up to the amount received by him
from the Company pursuant to Section VII(A)), and any employee
benefits received from such other employers during such period shall
reduce pro tanto the Company's obligation to furnish benefits or
perquisites pursuant to Section VII(E)."

2. Except as specifically provided herein, the Employment Agreement
shall remain in full force and effect in accordance with its terms.

3. The Company shall forthwith furnish a copy of this Amendment to
Ameritrust Company N.A., a national banking association, as Trustee of the
Brush Wellman Inc. - Trust pursuant to Section 9(a) of the Trust Agreement made
the 20th day of February, 1989 by and between the Company and Ameritrust
Company N.A. as Trustee.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered on the date set forth above.

BRUSH WELLMAN INC.

By:
----------------
Title: President

THE EXECUTIVE

------------------

<PAGE> 1
EXHIBIT 10p
AMENDMENT NO. 2
TO
BRUSH WELLMAN INC. SUPPLEMENTAL RETIREMENT BENEFIT PLAN
(DECEMBER 1, 1992 RESTATEMENT)
- -------------------------------------------------------------------------------

Brush Wellman Inc., an Ohio corporation, hereby adopts this
Amendment No. 2 to the Brush Wellman Inc. Supplemental Retirement Benefit Plan
(December 1, 1992 Restatement) (the "Plan").

Schedule I of the Plan is amended by adding at the end thereof
the following:

Section III -- Special Provisions Applicable to Carl Cramer
-----------------------------------------------------------
With respect to Carl Cramer, the following shall apply with
respect to Article VI of the Plan: For the period January 1, 1996
through March 31, 1996 amounts that constitute Credited Compensation of
Mr. Cramer under the Savings Plan for such period shall be treated as
Excess Credited Compensation for purposes of Article VI of the Plan, but
no election by Mr. Cramer pursuant to the first sentence of Section 6.2
of the Plan shall occur with respect to such amounts, and, for purposes
of the third sentence of Section 6.2 of the Plan, there shall be
credited to Mr. Cramer's Supplemental Savings Plan Account an amount
equal to the Employer Contributions that would have been made to the
Savings Plan if 6% of the amount treated as Excess Credited Compensation
pursuant to this Section III had been Basic Contributions (CODA) under
the Savings Plan.

II.

The changes to the Plan made by this Amendment No. 2 shall be
effective as of January 1, 1996.

Executed at Cleveland, Ohio, this 6th day of December, 1995.

BRUSH WELLMAN INC.

By: /s/ Michael C. Hasychak
---------------------------------
Title: Treasurer and Secretary

<PAGE> 1
EXHIBIT 11

BRUSH WELLMAN INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Primary:
Average shares outstanding 16,198,575 16,102,350 16,087,250

Dilutive stock options based
on the treasury stock method
using average market price 206,360 80,484 9,442
----------- ----------- -----------

TOTALS 16,404,935 16,182,834 16,096,692
=========== =========== ===========

Net Income $20,689,000 $18,550,000 $ 6,458,000

Per share amount $ 1.26 $ 1.15 $ 0.40
=========== =========== ===========

Fully diluted:
Average shares outstanding 16,198,575 16,102,350 16,087,250

Dilutive stock options based
on the treasury stock method
using the higher of the year
end market price or the average
market price 209,978 140,983 20,603
----------- ----------- -----------

TOTALS 16,408,553 16,243,333 16,107,853
=========== =========== ===========

Net Income $20,689,000 $18,550,000 $ 6,458,000

Per share amount $ 1.26 $ 1.14 $ 0.40
=========== =========== ===========
</TABLE>

<PAGE> 1
EXHIBIT 13

BRUSH WELLMAN INC. 1995 ANNUAL REPORT

[Assorted photos - Collage]

<PAGE> 2

[Photo Collage]

ALLOY PRODUCTS are tailored metallurgically to specific
customer performance requirements. Copper beryllium alloys
exhibit high electrical and thermal conductivities, high
strength and hardness, good formability and excellent
resistance to corrosion, wear and fatigue. These properties
make the alloys ideal choices for a variety of demanding
applications in computers, telecommunications, automotive
electronics, energy systems, plastic molds and consumer
products.

BERYLLIUM is a unique material exhibiting physical and
mechanical properties unmatched by any other metal. It is
one of the lightest structural materials known, yet has
specific stiffness six times greater than steel. It
possesses high heat absorbing capability and has dimensional
stability over a wide range of temperatures. Beryllium
Products, including AlBeMet(R) and Brush Wellman's new
E-Materials, are used primarily in defense and commercial
aerospace applications.

CERAMIC PRODUCTS offer unique solutions for thermal
management applications. Beryllia ceramic is an effective
electrical insulator and it has excellent thermal
conductivity. It has high strength and hardness, and a low
dielectric constant. Ceramic Products are used in automotive
and power electronic systems, wireless telecommunications,
thermoelectric cooling systems, and lasers.

SPECIALTY METAL SYSTEMS, manufactured by Technical
Materials, Inc., are combinations of precious and
non-precious metals in continuous strip form and are used in
complex electronic and electrical components in
telecommunications systems, automobiles and computers.

PRECIOUS METAL PRODUCTS are produced by Williams Advanced
Materials Inc. for a variety of high reliability
applications in electrical and electronic interconnection,
packaging and processing markets principally in North
America and the Far East.
<PAGE> 3
BRUSH WELLMAN INC.

is a leading supplier of high performance engineered materials. Since its
founding in 1931, the Company has concentrated its operations and skills on the
advancement of beryllium-based materials. Today, Brush Wellman is the only
fully integrated supplier of beryllium, beryllium-containing alloys and
beryllia ceramic in the world. Brush Wellman also supplies high quality
specialty metal systems and precious metal products. Brush Wellman markets its
products around the world through Company-owned service, distribution and
technical centers in England, Germany, Japan and the United States, as well as
through a world wide network of independent distributors. In addition, Brush
Wellman recycles beryllium and copper through its Resource Recovery operations.

Brush Wellman is headquartered in Cleveland, Ohio. Its stock is traded on
the New York Stock Exchange and identified by the symbol BW.

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
(Dollars in millions except per share amounts) 1995 1994 % Change
------- ------- --------
<S> <C> <C> <C>
Sales ......................................... $369.6 $345.9 +7%
Net Income...................................... 20.7 18.6 +12%
Net Income per share ........................... 1.26 1.14 +11%
Dividends per share............................. 0.36 0.26 +38%
Shareholders' equity per share.................. 12.46 11.49 +8%
</TABLE>

<TABLE>
<CAPTION>
91 92 93 94 95
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
NET SALES (in millions) .......... $267.5 $265.0 $295.5 $345.9 $369.6

NET INCOME (in millions) ......... $3.1 $10.5 $6.5 $18.6 $20.7

NET INCOME PER SHARE ............. $0.19 $0.65 $0.40 $1.14 $1.26

RETURN ON SHAREHOLDERS' EQUITY.... 1.9% 6.2% 3.8% 9.9% 10.3%

<FN>
All Charts: Excluding impairment and restructuring charge in 1991.

</TABLE>

<PAGE> 4
TO OUR SHAREHOLDERS:

On behalf of all Brush Wellman employees, I am pleased to
report that 1995 was another year of growth as the Company's sales increased for
the third consecutive year and established a new record.

Earnings also improved to their highest level since 1988. However, we believe
that the opportunity exists for more significant earnings growth, if we can
improve our productivity and do a better job of controlling overhead costs.

1995 RESULTS

Net income in 1995 grew to $20.7 million, or $1.26 per share, a 12% increase
from 1994 net income of $18.6 million and earnings per share of $1.14. The 1994
results were a marked improvement from 1993 net income of $6.5 million and
earnings per share of 40 cents. The earnings performance in 1995 contributed to
our already strong cash flow and further strengthened our balance sheet.
Long-term debt to total capital at the end of the year was 8%.

Sales in 1995 were $370 million, a record for the Company, and a 7%
improvement over sales of $346 million during 1994, which had represented the
previous record.

The sales increases which we have achieved over the past three years have
resulted from our ability to develop new applications for our products, our
success in expanding our international presence and the cyclical strength of
several target markets.

Sales of alloys continued to grow, worldwide, reflecting high levels of
demand for these materials in electronics applications, and our continuing
success in developing new applications in automotive electronics, appliances,
telecommunications and commercial aircraft markets. Our European and Asian
marketing programs continued to produce positive results, as sales in those
regions of the world grew, once again, in 1995. Alloy sales comparisons were
boosted by the weak dollar and higher copper prices, particularly in the first
half, relative to 1994. Technical Materials, Inc. sales of specialty metal
systems increased significantly in 1995, reflecting success in marketing and
production of this unique line of specialty materials. Sales of Beryllium
Products in 1995 were greater than in 1994, despite the completion of the
government stockpile contract in June 1994. Growth in sales of AlBeMet(R) and
our new E-Materials more than offset the slight decline in metallic beryllium
sales. These new products are used in commercial satellites and other aerospace
applications. Ceramic sales also increased slightly in 1995, as sales growth in
the new Tape and Direct Bond Copper products offset declines in more traditional
beryllia products.

Williams Advanced Materials Inc. sales of precious metal products declined in
1995, following very strong performance in 1994. This decline was caused by the
redesign of a major microprocessor application, which had been anticipated by
management, and which was partially offset by growth in sales of vapor
deposition products.

Additional details of sales and financial performance during 1995 are
contained in Management's Discussion and Analysis, beginning on page 18.

STRATEGIC REVIEW: HISTORICAL PERSPECTIVE

At the beginning of the 1990's, Brush Wellman was truly at a crossroads. The end
of the Cold War resulted in dramatic reductions in defense requirements for our
materials. In addition, our largest market -- computers and related components
- -- was undergoing a major structural change. Mainframes, which had been major
users of our products, were being displaced by work stations, PC networks and
small, powerful stand-alone PCs. Traditionally, these smaller computer
architectures had not been major users of our products because the heat, power
and reliability requirements were such that premium materials were not required.
In 1989, defense/aerospace and computers (principally mainframe-related)
accounted for approximately 68% of Brush Wellman sales. The concurrent
structural changes in these two markets posed an enormous challenge for Brush
Wellman. Management recognized that a new strategy would be needed to meet this
challenge and reposition the Company for growth and prosperity in the nineties.

In developing a new strategy, management recognized that the properties
offered by Brush Wellman materials were potentially valuable to a wide variety
of markets that the Company had not successfully penetrated in the past. For
example, our materials can simultaneously provide light weight and strength, or
thermal conductivity and electrical insulating properties. They can withstand
high temperatures, readily conduct electricity and resist stress and fatigue. In
nearly all cases, it is the combination of properties which makes our products
uniquely beneficial to potential users.

Because of their unique combinations of properties, materials produced by
Brush Wellman can enable our customers to produce safer, smaller, more reliable
and more efficient products, improve productivity, and reduce costs, over the
life of their products.

Management developed a vision of Brush Wellman as a more aggressive and
highly focused organization, capable of consistently expanding the worldwide
market for our products. To accomplish our vision, it was clear that Brush
Wellman needed to shift its focus from being engineering- and sales-driven to
being market-driven, and externally rather than internally focused. To

2
<PAGE> 5

develop and capitalize on opportunities in new markets, we needed to reallocate
resources, particularly into an expanded marketing emphasis. We also began to
develop a spirit of multi-functional teamwork, directed toward providing better
service to customers. Our compensation system was changed, so that all employees
would have a greater personal stake in, and commitment to, achieving Company
goals for profit and return on invested capital.

We have made good progress over the past four years. Since 1992, our total
sales have grown by 39%, after declining from 1988 through 1992. This growth has
been achieved fundamentally by developing new applications in new markets,
worldwide, as our traditional markets -- defense/aerospace and mainframe
computers -- have continued to decline. Target markets, such as automotive
electronics, personal computers, appliances, telecommunications, commercial
aerospace, plastic molds and recreation/leisure markets have all contributed to
the Company's growth. Automotive electronics has increased from 6% to 18% of our
sales. Electronic components such as connectors, switches, leadframes and
semiconductors used in personal computers, work stations and peripherals have
replaced mainframe computer applications as the largest market for our products.
Clearly, the experience over the past three years demonstrates that our
materials have the potential to grow in a wide variety of markets and
applications when we can demonstrate that they provide value to our customers.

Most of the growth the Company has achieved in recent years has been in new
or improved products. Alloy 174, Direct-Bond Copper, Vapor Deposition Products,
AlBeMet(R) are all very different products, serving different market niches, but
they all contributed greatly to Brush Wellman's recent sales increases. These,
and other product and process innovations, have been developed through Brush
Wellman's research and development efforts. As a world leader in the production
of high-performance engineered materials, we realize that our success in the
future depends on our ability to develop a continuing stream of ever improving
products and processes to meet the changing needs of a dynamic marketplace.

International marketing has been another major strategic thrust, and overseas
sales have contributed greatly to the Company's growth. In 1995 our
international business accounted for approximately 34% of total sales, an
all-time high. The largest overseas customer concentrations are in Germany,
Japan, the United Kingdom, Switzerland and Singapore.

Early in 1995, the Company announced the formation of a new subsidiary, Brush
Wellman (Singapore) Pte Ltd., which is responsible for marketing alloys and
beryllium products to customers in Singapore, India, China, ASEAN and Australia.
This new subsidiary joins with our subsidiaries in Japan, England and Germany in
providing an enhanced level of service to customers around the world.

We believe that the potential exists to significantly expand our sales and
profits if we can deliver the benefits of our products to customers at a lower
cost. The Company has worked toward lasting cost reduction through yield and
process improvements for some time, and, while progress has been made, we will
continue to address these areas for additional improvement. Our productivity has
increased, as sales per employee have grown from $138,000 in 1991 to over
$198,000 in 1995.

In the third quarter of 1994, Brush Wellman launched BrushBREAKTHRU, a
re-engineering effort focused on alloy products. The objectives of
BrushBREAKTHRU include streamlining business practices to enable faster
responses and foster closer relationships with customers, aligning
manufacturing practices with customer requirements, making better use of our
distribution network to enhance customer satisfaction and managing inventory
more efficiently. We were in the analysis phase of the effort throughout most
of 1995. At the end of the year, we began to implement the major
recommendations of the BrushBREAKTHRU team.

Our improved results over the past four years have been due principally to
our success in developing new applications for our products, the expansion of
our international presence, and our performance in delivering record quantities
of high quality products, on time, to customers around the world. The continuing
challenge faced by Brush Wellman is to find new ways to adapt our products to
meet new demands and to do a better job of acquainting designers with the
benefits of our products for their applications.

================================================================================
[FIGURE]

BRUSH WELLMAN SALES (MILLIONS)
<TABLE>
<CAPTION>
89 90 91 92 93 94 95
<S> <C> <C> <C> <C> <C> <C> <C>
Emerging Markets
Defense/Aerospace
</TABLE>

Emerging markets include automotive electronics, appliances, energy development
and plastic molds.

[FIGURE]

INTERNATIONAL SALES --
PERCENT OF TOTAL

85 15%
90 27%
95 34%

3
<PAGE> 6

[FIGURE]

BRUSH WELLMAN END USE MARKETS

COMPUTERS 33%
AUTOMOTIVE ELECTRONICS 18%
TELECOMMUNICATIONS 12%
APPLIANCES/CONSUMER 10%
DEFENSE 8%
COMMERCIAL AEROSPACE 6%
ALL OTHERS 13%

[FIGURE]

COMMON STOCK PRICE
<TABLE>
<CAPTION>
91 92 93 94 95
<S> <C> <C> <C> <C> <C>
HIGH
CLOSE
LOW
</TABLE>

STRATEGY FOR THE FUTURE

Brush Wellman is the world's leading producer of beryllium materials. Any
strategy for the future must recognize and build upon this unique core
competency. Given the continuing trends toward miniaturization, weight
reduction, increased electronic content, and the heightened awareness of the
costs of component failure and repair-related downtime, we are convinced that
our materials have the potential to capture a greater portion of the worldwide
specialty materials market.

Brush Wellman's current strategy builds on the successes of recent years, but
recognizes that more growth, in sales and profit, will be needed to generate
improved returns for our shareholders. Our goal is to become recognized as a
leading non-ferrous specialty alloys producer, on a worldwide basis, and to take
full advantage of all opportunities in the electronic materials marketplace. Our
strategy to accomplish this goal involves three major thrusts. First, we will
continue to concentrate on expanding the sales of our existing businesses, with
particular emphasis on international opportunities. Second, we will support the
growth potential for alloy strip by expanding production capability. Third, we
will focus attention on the electronic materials marketplace and do a better job
of capitalizing on the synergy that exists among our various products which
serve these high growth, attractive, worldwide markets.

To accomplish our first objective, we will continue to allocate sufficient
resources to marketing and sales around the world to properly communicate to
potential users the value-adding benefits provided by our products. In addition,
we will strive to make our products increasingly competitive with alternate
engineering solutions for a broader range of applications by developing
innovative ways to reduce the total cost associated with using our products, and
demonstrating that our materials add value to our customers' products.

Our second strategic thrust involves expanding production capacity for alloy
strip products. Our evaluation involves essentially four objectives. First,
increase our capacity to supply high-quality alloy products to our customers.
Second, reduce our production costs, thereby improving the competitiveness of
our products relative to alternative engineering solutions. Third, improve our
level of service to customers by reducing delivery lead times. Fourth, optimize
working capital utilization by streamlining processes and reducing
work-in-process inventory requirements. We have been studying a variety of
approaches to achieving these objectives. Any action we choose will be designed
to enhance the Company's ability to provide a superior return on investment in
the long term while maintaining our strong financial position.

Third, many of our products serve the microelectronic materials market.
Alloy, Precious Metals, Specialty Metal Strip, Ceramic and even Beryllium
Products all offer properties which are attractive to designers of sophisticated
semiconductor packages, lead frames, connectors and other electronic components.
By developing a coordinated strategy, we hope to significantly expand our
presence in these attractive, fast growing worldwide markets. A high level team
has been assembled, involving managers from all product lines to fully develop
and implement such a strategy. In this and all areas, the strategy may involve
refocused marketing, addition of necessary capacity, or strategic acquisitions.

4
<PAGE> 7
STOCK REPURCHASE

In December 1995, the Board of Directors authorized the repurchase of up to one
million shares of the Company's common stock. These repurchases are being made
in the open market. The decision to repurchase stock is consistent with our goal
to increase shareholder value. These stock repurchases are intended to offset
any potential dilution due to issuance of stock through the incentive
compensation plans, which have been approved by shareholders. Also, while we
would anticipate that additional capital may be required to support the
Company's long-term growth objectives, Management and the Board believe that a
stock repurchase program of the scope currently underway represents a prudent
and appropriate investment.

DIVIDEND INCREASE

In August, the Board of Directors approved a 25% increase in the quarterly cash
dividend to a rate of 10 cents per share. This raised the annualized dividend
rate to 40 cents per share from the previous rate of 32 cents.

ORGANIZATION

In May 1995, Mr. David L. Burner was appointed to the Board of Directors, to
complete the term of Mr. Clark G. Waite who retired from the Company in January
1995, and who resigned from the Board in May. Mr. Burner is President of the
B.F. Goodrich Company, and is also a member of the B.F. Goodrich Company Board
of Directors.

In December 1995, the Board of Directors elected Mr. James P. Marrotte
Controller. Mr. Marrotte joined the Company in 1981, and has served in a variety
of accounting and finance functions on the product line and corporate level.

In February 1996, Dr. Jere H. Brophy transitioned from Vice President
Technology, to Executive in Residence. Dr. Brophy had directed the Company's
technology effort since 1987, and made many valuable contributions to the
Company in that role. In his new, part-time position, Dr. Brophy will continue
to offer guidance to the Company on technology-related issues.

In March 1996, the Board of Directors approved a series of management
changes. Mr. Andrew J. Sandor was named Vice President of Alloy Technology. Mr.
Sandor joined the Company in 1961 and has an extensive background in senior
management positions in manufacturing and technology. Most recently, Mr. Sandor
had served as Vice President, Operations. Mr. Daniel A. Skoch was named Vice
President Administration and Human Resources. Mr. Skoch joined the Company in
1983, and had been Vice President Human Resources since 1991. In his new
capacity Mr. Skoch will be responsible for Legal and Environmental, Health and
Safety in addition to his previous areas of responsibility, including Human
Resources and Medical. Mr. Michael D. Anderson was named Vice President
Beryllium Products. Mr. Anderson joined Brush Wellman in 1974, and has held a
variety of positions of increasing responsibility, including Director of Sales
and Marketing for Ceramic, and Director of Marketing, Beryllium Products.

OUTLOOK

The collaborative efforts of Brush Wellman employees around the world have
resulted in an impressive turnaround in the Company's performance over the past
three years. Looking forward, some economic indicators are suggesting a
flattening economy for 1996. That possibility, plus a stronger dollar and level
copper prices relative to last year, would suggest that comparisons with 1995
results may be difficult, particularly in the first half of the year. However,
our goals are to continue increasing our sales penetration in the worldwide
specialty materials market, while producing improved earnings. We will be
working very hard in 1996 to improve manufacturing yields, productivity and
working capital management. We will also resist increases in overhead costs.
However, while we must be attentive to costs at all times, cost reduction alone
will not lead Brush Wellman toward fulfilling its potential. Fundamentally,
sales growth remains the key to our success in the long run. Therefore,
regardless of the short-term economic climate, we will continue to invest time,
effort and capital into marketing and improved manufacturing technologies, with
the goals of consistent revenue growth and improved returns for our
shareholders.

/s/ Gordon D. Harnett
Gordon D. Harnett
Chairman of the Board
President and Chief Executive Officer

March 1996

<PAGE> 8
CONSOLIDATED STATEMENTS OF INCOME

Brush Wellman Inc. and Subsidiaries
Years ended December 31, 1995, 1994 and 1993
(Dollars in thousands except per share amounts)

Net Sales ......................................................................... $369,618 $345,878 $295,478
Cost of sales .................................................................. 268,732 253,938 227,686
-------- -------- --------
Gross Margin ...................................................................... 100,886 91,940 67,792
Selling, administrative and general expenses ................................... 62,736 55,502 47,814
Research and development expenses .............................................. 7,814 8,754 7,121
Other -- net ................................................................... 1,250 2,586 2,199
-------- -------- --------
Operating Profit .................................................................. 29,086 25,098 10,658
Interest expense ............................................................... 1,653 2,071 2,952
-------- -------- --------
INCOME BEFORE INCOME TAX 27,433 23,027 7,706

Income taxes:

Currently payable............................................................... 9,547 6,270 3,597
Deferred........................................................................ (2,803) (1,793) (2,349)
-------- -------- --------
6,744 4,477 1,248
-------- -------- --------
NET INCOME $ 20,689 $ 18,550 $ 6,458
========= ======== ========

Net Income Per Share of Common Stock............................................ $ 1.26 $ 1.14 $ 0.40
========= ======== ========

Average number of shares of Common Stock outstanding............................... 16,408,553 16,243,333 16,107,853
</TABLE>

See notes to consolidated financial statements.

6
<PAGE> 9

CONSOLIDATED STATEMENTS OF CASH FLOWS

Brush Wellman Inc. and Subsidiaries
Years ended December 31, 1995, 1994 and 1993
(Dollars in thousands)
<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- --------
Cash Flows from Operating Activities:

<S> <C> <C> <C>
Net Income ............................................................................... $ 20,689 $ 18,550 $ 6,458
Adjustments to Reconcile Net Income to Net Cash
Provided from Operating Activities:
Depreciation, depletion and amortization ............................................... 18,042 17,588 18,642
Amortization of mine development ....................................................... 2,869 2,031 3,078
Decrease (Increase) in accounts receivable ............................................. (308) (4,610) (9,941)
Decrease (Increase) in inventory ....................................................... 874 (7,058) 6,416
Decrease (Increase) in prepaid and other current assets ................................ (1,951) 565 (112)
Increase (Decrease) in accounts payable and accrued expenses ........................... (1,856) 8,389 (4,118)
Increase (Decrease) in interest and taxes payable ...................................... 1,050 809 (408)
Increase (Decrease) in deferred income tax ............................................. (1,284) (1,879) (1,554)
Increase (Decrease) in other long-term liabilities ..................................... 2,061 704 (271)
Other -- net ........................................................................... (589) 80 144
-------- -------- --------
NET CASH PROVIDED FROM OPERATING ACTIVITIES 39,597 35,169 18,334

Cash Flows from Investing Activities:

Payments for purchase of property, plant and equipment ................................... (24,244) (17,214) (11,901)
Payments for mine development ............................................................ (787) (543) (814)
Payments for acquisition of business ..................................................... -- (720) --
Other investments -- net ................................................................. 718 (24) 645
Borrowing from Company-owned life insurance policy ....................................... -- -- 14,885
-------- -------- --------
NET CASH PROVIDED FROM (USED IN) INVESTING ACTIVITIES (24,313) (18,501) 2,815

Cash Flows from Financing Activities:

Proceeds from issuance of short-term debt ................................................ 5,845 -- --
Repayment of long-term debt .............................................................. (758) (704) (9,000)
Repayment of short-term debt ............................................................. (5,000) (1,962) (5,101)
Purchase of treasury stock ............................................................... (2,826) -- --
Issuance of Common Stock under stock option plans ........................................ 1,141 502 10
Payments of dividends .................................................................... (5,489) (3,702) (4,183)
-------- -------- --------
NET CASH USED IN FINANCING ACTIVITIES (7,087) (5,866) (18,274)

Effects of Exchange Rate Changes ............................................................ 915 1,949 625
-------- -------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS 9,112 12,751 3,500
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 20,441 7,690 4,190
-------- -------- --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 29,553 $ 20,441 $ 7,690
======== ======== ========
</TABLE>

See notes to consolidated financial statements.

<PAGE> 10

CONSOLIDATED BALANCE SHEETS

Brush Wellman Inc. and Subsidiaries
December 31, 1995 and 1994
(Dollars in thousands)
<TABLE>
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents ............................................................................. $ 29,553 $ 20,441
Accounts receivable (less allowance of $1,015 for 1995 and $1,037 for 1994) ........................... 52,532 52,272
Inventories ........................................................................................... 92,727 93,601
Prepaid expenses and deferred income taxes ............................................................ 16,935 14,903
--------- ---------
TOTAL CURRENT ASSETS 191,747 181,217
OTHER ASSETS ............................................................................................. 18,912 19,153
PROPERTY, PLANT AND EQUIPMENT
Land .................................................................................................. 4,399 4,399
Buildings ............................................................................................. 76,258 71,624
Machinery and equipment ............................................................................... 258,265 247,182
Construction in progress .............................................................................. 14,564 7,661
Allowances for depreciation ........................................................................... (240,449) (224,242)
--------- ---------
113,037 106,624

Mineral resources ..................................................................................... 5,661 5,512
Mine development ...................................................................................... 15,220 14,433
Allowances for amortization and depletion ............................................................. (12,724) (9,806)
--------- ---------
8,157 10,139
--------- ---------
PROPERTY, PLANT AND EQUIPMENT--NET 121,194 116,763
--------- ---------
$ 331,853 $ 317,133
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES

Short-term debt ....................................................................................... $ 22,757 $ 20,643
Accounts payable ...................................................................................... 8,772 8,861
Salaries and wages .................................................................................... 10,030 9,031
Taxes other than income taxes ......................................................................... 1,981 1,843
Other liabilities and accrued items ................................................................... 11,723 14,361
Dividends payable ..................................................................................... 1,621 1,288
Income taxes .......................................................................................... 9,707 8,482
--------- ---------
TOTAL CURRENT LIABILITIES 66,591 64,509

OTHER LONG-TERM LIABILITIES .............................................................................. 4,148 3,306
RETIREMENT AND POST-EMPLOYMENT BENEFITS .................................................................. 41,297 40,048
LONG-TERM DEBT ........................................................................................... 16,996 18,527
DEFERRED INCOME TAXES .................................................................................... 2,519 3,803

SHAREHOLDERS' EQUITY
Serial Preferred Stock, no par value; 5,000,000 shares authorized, none issued ........................ -- --
Common Stock, $1 par value
Authorized 45,000,000 shares; issued 21,330,401 shares (21,215,210 for 1994) ........................ 21,330 21,215
Additional paid-in capital ............................................................................ 45,658 44,258
Retained income ....................................................................................... 218,209 203,341
--------- ---------
285,197 268,814

Less: Common Stock in treasury, 5,259,177 shares in 1995 (5,093,295 in 1994) .......................... 84,701 81,874
Deferred Compensation - Restricted Stock ............................................................ 194 --
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 200,302 186,940
--------- ---------
$ 331,853 $ 317,133
========= =========
</TABLE>

See notes to consolidated financial statements.

8
<PAGE> 11
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Brush Wellman Inc. and Subsidiaries
Years ended December 31, 1995, 1994 and 1993
(Dollars in thousands except per share amounts)

<TABLE>
<CAPTION>
DEFERRED
ADDITIONAL COMMON COMPENSATION-
COMMON PAID-IN RETAINED STOCK IN RESTRICTED
STOCK CAPITAL INCOME TREASURY STOCK
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCES AT JANUARY 1, 1993 $ 21,180 $ 43,781 $185,737 $ 81,874

Net income.......................................................... 6,458
Declared dividends $.20 per share................................... (3,217)
Proceeds from sale of 900 shares under option plans................. 1 9
-------- -------- -------- -------- -----
BALANCES AT DECEMBER 31, 1993 21,181 43,790 188,978 81,874

Net income........................................................... 18,550
Declared dividends $.26 per share.................................... (4,187)
Proceeds from sale of 34,500 shares under option plans............... 34 427
Income tax benefit from employees' stock options..................... 41
-------- -------- -------- -------- -----
BALANCES AT DECEMBER 31, 1994 21,215 44,258 203,341 81,874

Net income.......................................................... 20,689
Declared dividends $.36 per share................................... (5,821)
Proceeds from sale of 71,270 shares under option plans.............. 71 910
Income tax benefit from employees' stock options.................... 160
Granted performance restricted shares............................... 44 330 1 $ 389
Amortization of deferred compensation-restricted stock.............. (195)
Purchase of shares for treasury..................................... 2,826
-------- -------- -------- -------- -----
BALANCES AT DECEMBER 31, 1995 $ 21,330 $ 45,658 $218,209 $ 84,701 $ 194
======== ======== ======== ======== =====
</TABLE>

See notes to consolidated financial statements.

<PAGE> 12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Brush Wellman Inc. and Subsidiaries
December 31, 1995

NOTE A - ACCOUNTING POLICIES

ORGANIZATION: The Company is a manufacturer of engineered materials used in the
computer and related electronics, telecommunications and automotive electronic
markets. The Company also sells into the aerospace/defense and
appliance/consumer markets. The majority of sales are to customers in North
America, Western Europe and the Pacific rim. Major products sold include
beryllium, beryllium alloys, beryllia ceramic, precious metal products and
specialty metal systems. The majority of products are manufactured and/or
distributed through shared Company facilities.

USE OF ESTIMATES: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results may differ from those estimates.

CONSOLIDATION: The consolidated financial statements include the accounts of
Brush Wellman Inc. and its subsidiaries, all of which are wholly owned.

CASH EQUIVALENTS: All highly liquid investments with a put option or maturity of
three months or less when purchased are considered to be cash equivalents.

INVENTORIES: Inventories are stated at the lower of cost or market. The cost of
domestic inventories except ore and supplies is principally determined using the
last-in, first-out (LIFO) method. The remaining inventories are stated
principally at average cost.

PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment is stated on the
basis of cost. Depreciation is computed principally by the straight-line method,
except certain facilities for which depreciation is computed by the
sum-of-the-years digits or units-of-production method.

MINERAL RESOURCES AND MINE DEVELOPMENT: Property acquisition costs and mining
costs associated with waste rock removal are recorded at cost and are depleted
or amortized by the units-of-production method based on recoverable proven
beryllium reserves. Exploration and pre-production mine development expenses are
charged to operations in the period in which they are incurred.

INTANGIBLE ASSETS: The cost of intangible assets is amortized by the
straight-line method over the periods estimated to be benefited, which is
generally ten years or less.

DERIVATIVES: Forward foreign exchange currency contracts are marked-to-market
using the period end exchange rates and any unrealized losses are taken to
income. Realized gains and losses on forward contracts and realized gains on
foreign currency options are taken to income when the financial instrument
matures. Option premiums are classified as prepaid expenses and amortized over
the term of the option.

ADVERTISING COSTS: The Company expenses all advertising costs as incurred.
Advertising costs were immaterial for the years presented in the consolidated
financial statements.

INCOME TAXES: The Company uses the liability method as required by Statement of
Financial Accounting Standards No. 109 in measuring the provision for income
taxes and recognizing deferred tax assets and liabilities on the balance sheet.
This statement requires that deferred income taxes reflect the tax consequences
of currently enacted rates for differences between the tax bases of assets and
liabilities and their financial reporting amounts.

OTHER POSTEMPLOYMENT BENEFITS: Effective January 1, 1994, the Company adopted
Statement of Financial Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits." This Standard requires accrual accounting for benefits
to former or inactive employees after employment but before retirement. The
adoption of this standard did not have a significant effect on the consolidated
financial statements at the time of adoption nor was one anticipated thereafter.

RECLASSIFICATION: Certain amounts in prior years have been reclassified to
conform with the 1995 consolidated financial statement presentation.

NET INCOME PER SHARE: Net income per share is based on the weighted average
number of outstanding shares of Common Stock including common stock equivalents
(stock options) as appropriate under the treasury stock method.

ASSET IMPAIRMENT: In 1995, the Financial Accounting Standards Board issued
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of." This Statement requires impairment losses
to be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets' carrying amount. The Company will
adopt Statement 121 in the first quarter of 1996 as required. Due to the
complexity of the operations of its various facilities and the extensive number
of estimates that must be used to assess the impact of this Statement, the
financial statement impact of adoption has not yet been determined.

NOTE B - ACQUISITIONS

In October 1994, the Company acquired the assets, including net working capital,
of Hydrostatics Inc. This transaction was accounted for as a purchase and did
not have a material impact on operations.
10

<PAGE> 13
NOTE C - INVENTORIES

Inventories in the consolidated balance sheets are summarized as follows:
<TABLE>
<CAPTION>
DECEMBER 31
(DOLLARS IN THOUSANDS) 1995 1994
-------- --------
<S> <C> <C>
Principally average cost:
Raw materials and supplies ................... $ 19,719 $ 21,020
In process ................................... 57,013 55,008
Finished ..................................... 42,222 39,530
-------- --------
118,954 115,558
Excess of average cost over LIFO
inventory value .............................. 26,227 21,957
-------- --------
$ 92,727 $ 93,601
======== ========
</TABLE>

Inventories aggregating $62,675,000 and $63,502,000 are stated at LIFO at
December 31, 1995 and 1994, respectively.

NOTE D - INTEREST

Interest expense associated with active construction and mine development
projects is capitalized and amortized over the future useful lives of the
related assets. Interest paid was $2,284,000, $2,518,000 and $3,184,000 in 1995,
1994 and 1993, respectively. Interest costs capitalized and the amounts
amortized are as follows:

<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS) 1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
Interest incurred .......................... $2,099 $2,407 $3,177
Less capitalized interest .................. 446 336 225
------ ------ ------
$1,653 $2,071 $2,952
====== ====== ======
Amortization, included principally
in cost of sales ........................ $ 578 $ 525 $ 639
====== ====== ======
</TABLE>

In 1986, the Company purchased company-owned life insurance policies insuring
the lives of certain United States employees. The contracts are recorded at cash
surrender value, net of policy loans, in other assets. The net contract expense,
including interest expense recorded in Selling, Administrative and General
expenses, was $954,000, $598,000 and $184,000 in 1995, 1994 and 1993,
respectively. The related interest expense was $4,788,000, $4,091,000 and
$1,820,000, respectively.

NOTE E - DEBT

A summary of long-term debt follows:
<TABLE>
<CAPTION>
DECEMBER 31
(DOLLARS IN THOUSANDS) 1995 1994
-------- --------
<S> <C> <C>
9.53% - 9.68% medium-term notes, $5,000,000
payable in each of 1995, 1997 and 2000 ............. $ 10,000 $ 15,000
Variable rate industrial development revenue bonds
payable in installments beginning in 2005 .......... 3,000 3,000
5.45% - 6.45% industrial development
revenue bonds payable in equal installments
in 1996 through 2000 ............................... 4,000 4,000
4.90% note payable in yen in equal
installments through 1997 .......................... 1,495 2,241
-------- --------
18,495 24,241
Current portion of long-term debt .................... (1,499) (5,714)
-------- --------
$ 16,996 $ 18,527
======== ========
</TABLE>

Maturities on long-term debt instruments as of December 31, 1995, are as
follows:
<TABLE>
<C> <C>
1996 .................................................. $ 1,499
1997 .................................................. 6,596
1998 .................................................. 800
1999 .................................................. 800
2000 .................................................. 5,800
Thereafter ............................................ 3,000
-------
$18,495
=======
</TABLE>

The Company has a revolving credit agreement with four banks which provides a
maximum availability of $50,000,000 through April 30, 1998. At December 31,
1995, there were no borrowings outstanding against this agreement.

The Company has a private placement agreement whereby the Company can issue
up to an aggregate of $75,000,000 of medium-term notes ($10,000,000 outstanding
at December 31, 1995). The notes bear a fixed interest rate and may have
maturities from nine months to thirty years from date of issue as agreed upon in
each case by the purchaser and the Company.

Included in short-term debt is $21,258,000 outstanding under lines of credit
totaling $92,807,000. The $92,807,000 lines of credit consist of $50,000,000,
$32,936,000 and $9,871,000 of domestic, foreign and precious metal (primarily
gold) denominated debt, respectively. The domestic and foreign lines are
uncommitted, unsecured and renewed annually. The precious metal facility is
committed, secured and renewed annually. Of the amount outstanding, $11,387,000
is payable in foreign currencies and $9,871,000 is denominated in precious
metal, primarily gold. Also included in short-term debt is $800,000 representing
the current maturity of an industrial development revenue bond and $699,000
representing the current portion of the yen note payable. The average rate on
short-term debt was 3.6% and 2.0% as of December 31, 1995 and 1994,
respectively.

During December 1995, the Company entered into an interest rate swap
agreement to manage its interest rate exposure on the $3,000,000 variable rate
industrial development revenue bond. The Company converted the variable rate to
a fixed rate of 6.03% under the interest rate swap agreement that matures in
2002.

During 1994, the Company re-funded its $3,000,000 industrial development
revenue bonds. The 7.25% bonds were re-funded into variable rate demand bonds.
The variable rate ranged from 3.00% to 5.70% during 1995 and 2.15% to 5.70%
during 1994.

The loan agreements include certain restrictive covenants covering the
incurrence of additional debt, interest coverage, and maintenance of working
capital and tangible net worth (as defined).

<PAGE> 14

Notes to Consolidated Statements (continued)

NOTE F - DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE INFORMATION

DERIVATIVE FINANCIAL INSTRUMENTS

The Company has a program in place to manage foreign currency risk. As part of
that program, the Company has entered into forward contracts and purchased
foreign currency options to hedge anticipated foreign currency transactions,
primarily foreign sales during the next twelve months. The purpose of the
program is to protect against the reduction in value of the foreign currency
transactions from adverse exchange rate movements. Should the dollar strengthen
significantly, the decrease in the value of the foreign currency transactions
will be partially offset by the gains on the hedge contracts and options.

All hedge contracts mature in one year or less. The options were generally
several percent out-of-the-money at the time of purchase. At year end, the
Company was in a net unrealized gain position on its hedge contracts that was
not material to the Company. Therefore, the fair market value of the forward
contracts approximates their nominal value as of the balance sheet date. The
contracted amounts of the Company's outstanding forward contracts and purchased
option contracts as of December 31, 1995 were as follows:

<TABLE>
<CAPTION>
PURCHASED
FORWARD OPTION TOTAL
(DOLLARS IN THOUSANDS) CONTRACTS CONTRACTS CONTRACTS
--------- --------- ---------
<S> <C> <C> <C>
Currency:

Deutschemark ................. $ 6,950 $ 5,200 $12,150
Yen .......................... 4,950 4,400 9,350
Sterling ..................... 1,485 1,800 3,285
------- ------- -------
Total ........................ $13,385 $11,400 $24,785
======= ======= =======
</TABLE>

CASH AND CASH EQUIVALENTS

Included in cash equivalents are $21.4 million ($10.5 million in 1994) in
variable rate demand notes which are investments in debt securities that are
revalued every seven days and puttable to the remarketing agent with seven days'
notice. The notes are guaranteed by letters of credit from highly rated
financial institutions. The carrying amounts reported in the balance sheet for
cash and cash equivalents approximate fair value.

LONG- AND SHORT-TERM DEBT

The fair value of the Company's debt (which had a carrying value of $39,753,000)
at December 31, 1995, was estimated at $40,980,000 using a discounted cash flow
analysis based on the Company's current incremental borrowing rates for similar
types of borrowing arrangements.

In December 1995, the Company entered into an interest rate swap, converting
to a fixed rate from a variable rate on a $3,000,000 industrial development
revenue bond. The fair value of this swap approximates its carrying value.

NOTE G - CAPITAL STOCK

The Company has 5,000,000 shares of Serial Preferred Stock authorized (no par
value), none of which has been issued. Certain terms of the Serial Preferred
Stock, including dividends, redemption and conversion, will be determined by the
Board of Directors prior to issuance.

On January 26, 1988, the Company's Board of Directors declared a dividend of
one preferred stock purchase right for each outstanding share of Common Stock.
Each right entitles the shareholder to buy one one-hundredth of a share of
Serial Preferred Stock, Series A, at an initial exercise price of $100. 450,000
unissued shares of Serial Preferred Stock have been designated as Series A
Preferred Stock. Each share of Series A Preferred Stock will be entitled to
participate in dividends on an equivalent basis with one hundred shares of Brush
Wellman Common Stock. Each share of Series A Preferred Stock will be entitled to
one vote. The rights are not exercisable and will not be evidenced by separate
right certificates until a specified time after any person or group acquires
beneficial ownership of 20% or more (or announces a tender offer for 20% or
more) of Brush Wellman Common Stock. The rights expire on January 26, 1998, and
can be redeemed for 3 cents per right under certain circumstances.

In December 1995, the Company's Board of Directors authorized a program to
repurchase up to 1,000,000 shares of its Common Stock. Through December 31,
1995, the Company repurchased 165,200 shares at a total cost of $2,826,000 under
this program.

The 1995 Stock Incentive Plan authorizes the granting of five categories of
incentive awards: performance restricted shares, performance shares, performance
units, restricted shares and option rights. In 1995, a total of 43,921
performance restricted shares and 21,961 performance shares were granted to
certain employees (682 and 341 were subsequently forfeited, respectively). The
market value of the performance restricted shares and the performance shares
adjusted for management's expectation of reaching the Management Objectives as
outlined in the plan agreement, and the related dividends on the performance
restricted shares have been recorded as deferred compensation-restricted stock
and are shown as a separate component of shareholders' equity. At December 31,
1995, no amount for the performance shares has been recorded as deferred
compensation-restricted stock. Deferred compensation is being amortized over the
two year vesting period and amounted to $195,000 in 1995. Option rights entitle
the optionee to purchase common shares at a price equal to or greater than
market value on the date of grant. Option rights outstanding under the 1995
Stock Incentive Plan and previous plans generally become exercisable over a four
year period and expire ten years from the date of the grant. In 1995, the
Company's right to grant options on a total of 228,565 shares (under the
Company's 1979, 1984 and 1989 stock option plans) was terminated upon
shareholder approval of the 1995 Stock Incentive Plan. No further stock awards
will be made under the Company's 1979, 1984 and 1989 stock option plans except
to the extent that shares become available for grant under these plans by reason
of termination of options previously granted.

The 1990 Stock Option Plan for Non-Employee Directors provides for a
one-time grant of 5,000 options to each non-employee director at not less than
the fair market value of the shares at the date of the grant. Options are
non-qualified and become exercisable six months after the date of grant. The
options generally expire ten years after the date they were granted.

In 1995, the Company canceled the stock appreciation rights plan. During
1995, 1994 and 1993, no stock appreciation rights were granted or exercised.

<PAGE> 15
A summary of option activity during the years 1995, 1994 and 1993 follows:

<TABLE>
<CAPTION>
SHARES OPTION PRICES
--------- ----------------
<S> <C> <C>
Outstanding at January 1, 1993 .......... 1,767,815 $12.00 to $38.94
Granted ................................. 257,250 $11.81 to $13.56
Exercised ............................... (900) $12.00 to $14.50
Canceled ................................ (280,075) $12.00 to $38.94
---------
Outstanding at December 31, 1993 ........ 1,744,090 $11.81 to $38.94
Granted ................................. 215,700 $15.19 to $15.75
Exercised ............................... (34,500) $12.00 to $15.31
Canceled ................................ (346,990) $12.00 to $38.94
---------
Outstanding at December 31, 1994 ........ 1,578,300 $11.81 to $38.94
Granted ................................. 210,400 $17.69 to $19.81
Exercised ............................... (71,270) $12.00 to $17.25
Canceled ................................ (55,690) $12.00 to $38.94
---------
Outstanding at December 31, 1995 ........ 1,661,740 $11.81 to $38.94
=========
</TABLE>

At December 31, 1995, options for 1,313,560 shares (1,235,560 shares at December
31, 1994) were exercisable, and there were 545,432 shares (243,565 at December
31, 1994) available for future grants.

NOTE H - INCOME TAXES

Income before income taxes and income taxes are made up of the following
components, respectively:

<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS) 1995 1994 1993
-------- -------- -------
<S> <C> <C> <C>
Income before income taxes:
Domestic ................................ $ 20,480 $ 17,570 $ 7,316
Foreign ................................. 6,953 5,457 390
-------- -------- -------
Total before income taxes ............. $ 27,433 $ 23,027 $ 7,706
======== ======== =======
Income taxes:
Current income taxes:

Domestic ................................ $ 6,779 $ 5,374 $ 3,326
Foreign ................................. 2,768 1,968 271
Benefit of foreign loss carryforward .... -- (1,072) --
-------- -------- -------
Total current ......................... 9,547 6,270 3,597

Deferred income taxes:
Principally domestic .................... (2,803) (1,793) (2,349)
-------- -------- -------
Total income taxes .................... $ 6,744 $ 4,477 $ 1,248
======== ======== =======
</TABLE>

A reconciliation of the federal statutory and effective income tax
rates(benefits) follows:

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ---
<S> <C> <C> <C>
Federal statutory rate ..................... 35.0% 34.0% 34.0%
State and local income taxes, net
of federal tax effect .................... 2.1 3.2 2.7
Effect of excess of percentage
depletion over cost depletion ............ (5.5) (6.1) (15.3)
Company-owned life insurance ............... (4.9) (5.1) (7.2)
Difference due to book and tax basis
of assets of acquired businesses ......... 0.4 0.4 1.1
Taxes on foreign income - net .............. (2.2) (3.5) (1.9)
Reduction of valuation allowance ........... -- (4.7) --
Other items ................................ (0.3) 1.2 2.8
---- ---- ----
Effective tax rate ..................... 24.6% 19.4% 16.2%
==== ==== ====
</TABLE>

Included in income taxes currently payable, as shown in the Consolidated
Statements of Income, are $904,000, $1,116,000 and $312,000 of state and local
income taxes in 1995, 1994 and 1993, respectively.

The Company made domestic and foreign income tax payments, net of refunds,
of $8,087,000, $5,353,000 and $4,082,000 in 1995, 1994 and 1993, respectively.

Under Statement 109, deferred tax assets and liabilities are determined
based on temporary differences between the financial reporting bases and the tax
bases of assets and liabilities. Deferred tax assets and (liabilities) recorded
in the consolidated balance sheets consist of the following at December 31:

<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS) 1995 1994
-------- --------
<S> <C> <C>
Postretirement benefits other than pensions ........ $ 12,333 $ 11,957
Alternative minimum tax credit ..................... 5,937 5,704
Other deferred assets and reserves ................. 5,339 5,000
Restructuring accrual .............................. 1,981 1,950
Miscellaneous ...................................... 236 64
-------- --------
Total deferred tax assets .......................... 25,826 24,675

Depreciation ....................................... (9,836) (10,370)
Pensions ........................................... (3,914) (3,721)
Mine development ................................... (2,070) (2,479)
Capitalized interest expense ....................... (1,340) (1,392)
Inventory .......................................... (214) (1,064)
-------- --------
Total deferred tax liabilities ..................... (17,374) (19,026)
-------- --------
Net deferred tax asset ............................. $ 8,452 $ 5,649
======== ========
</TABLE>

NOTE I - PENSIONS

The Company and its subsidiaries have noncontributory pension plans covering
substantially all U.S. employees. Plans provide benefits based on the
participants' years of service and compensation or stated amounts for each year
of service. The Company's funding policy is to make the minimum actuarially
computed annual contributions required by applicable regulations. No
contributions were made in 1995, 1994 or 1993.

A summary of the components of net periodic pension cost for pension plans
follows (in thousands):

<TABLE>
<CAPTION>
DEFINED BENEFIT PLANS: 1995 1994 1993
-------- ------- -------
<S> <C> <C> <C>
Service cost-benefits earned
during the period ..................... $ 1,942 $ 2,125 $ 1,846
Interest cost on projected
benefit obligation .................... 4,512 4,247 4,035
Actual return (increase)/decrease
on plan assets ........................ (12,684) 897 (5,744)
Net amortization and deferral ........... 5,759 (7,684) (669)
-------- ------- -------
Total (credit) expense ................ $ (471) $ (415) $ (532)
======== ======= =======
</TABLE>

The following table sets forth the funded status of the Company's plans and the
amounts recognized in the consolidated balance sheets at December 31 (in
thousands):

<PAGE> 16
Notes to Consolidated Statements (continued)

<TABLE>
<CAPTION>
PLANS WHOSE ASSETS
EXCEED ACCUMULATED
BENEFITS
1995 1994
-------- --------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation ........................... $ 49,410 $ 41,130
======== ========
Accumulated benefit obligation ...................... $ 53,669 $ 44,828
======== ========
Plan assets at fair value ........................... $ 76,970 $ 68,192
Projected benefit obligation ........................ (65,044) (53,323)
-------- --------
Plan assets in excess of projected benefit obligation 11,926 14,869
Unrecognized net (gain) or loss ..................... 1,731 (1,283)
Unrecognized net assets, at date of adopting
FAS 87, net of amortization ....................... (4,723) (5,430)
Unrecognized prior service cost ..................... 2,577 2,788
-------- --------
Net pension asset recognized at December 31 ......... $ 11,511 $ 10,944
======== ========
</TABLE>

Assumptions used in accounting for the pension plans were:

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Weighted-average discount rate.................... 7.25% 8.25% 7.5%
Rate of increase in compensation levels............ 5% 5% 5%
Expected long-term rate of return on assets........ 9% 9% 9%
</TABLE>

Plan assets consist primarily of listed common stocks, corporate and government
bonds and short-term investments.

The Company also has accrued unfunded retirement arrangements for certain
U.S. employees and directors. At December 31, 1995, the projected benefit
obligation was $1,569,000 ($1,312,000 in 1994). A corresponding accumulated
benefit obligation of $1,421,000 has been recognized as a liability in the
balance sheet and is included in retirement and post-employment benefits.
Certain foreign subsidiaries have funded and accrued unfunded retirement
arrangements which are not material to the consolidated financial statements.

The Company also sponsors a defined contribution plan available to
substantially all U.S. employees. Company contributions to the plan are based on
matching a percentage of employee savings up to a specified savings level. The
Company's contribution was $1,683,000 in 1995, $1,596,000 in 1994 and $1,529,000
in 1993.

NOTE J - OTHER POSTRETIREMENT BENEFIT PLANS

In addition to the Company's defined benefit pension plans and deferred
contribution plans, the Company currently provides postretirement medical and
death benefits to certain full-time employees and spouses, excluding those of
subsidiaries. The Company also provides medical benefits to certain retired
employees and spouses from an operation that was divested in 1985.

Employees become eligible at age 55 with 10 years of service. Certain
employees, excluding those of subsidiaries, who retired after June 30, 1992
receive credits, based on years of service up to 30, to be used toward the
purchase of medical benefits. Contributions toward the cost of medical benefits
are required from retirees with less than 30 years of service and also for
increases in the cost of medical benefits due to inflation. Employees who
retired prior to July 1, 1992 generally had less stringent eligibility criteria
and contribution rates, and account for the majority of the postretirement
benefit obligation.

The following table presents the plan's funded status and the amounts
recognized in the Company's consolidated balance sheets (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994
------- -------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees ............................................... $23,610 $26,350
Fully eligible active plan participants .............. 4,696 3,917
Other active plan participants ....................... 4,636 3,368
------- ------
32,942 33,635
Plan assets ............................................ -- --
Unrecognized net gain .................................. 2,858 1,533
------- -------
Accrued postretirement benefit obligation .............. $35,800 $35,168
======= =======
</TABLE>

Net periodic postretirement benefit cost includes the following components
(in thousands):
<TABLE>
<CAPTION>

1995 1994 1993
------- ------ -------
<S> <C> <C> <C>
Service cost ................................. $ 304 $ 341 $ 282
Interest cost ................................ 2,409 2,612 2,826
Amortization of (gain) ....................... (140) -- --
Adjustment to benefit obligation ............. -- -- (1,227)
------- ------ -------
Net periodic postretirement benefit cost ..... $ 2,573 $2,953 $ 1,881
======= ====== =======
</TABLE>

The weighted-average annual assumed rate of increase in the per capita cost of
covered benefits (i.e., health care cost trend rate) used in determining the
accumulated postretirement benefit obligation as of December 31, 1995 is 6.75%
for retirees age 65 and over and 9.0% for retirees under age 65 in 1996, and
both are assumed to decrease gradually to 4.5% until 2005 and remain at that
level thereafter. The health care cost trend rate assumption has a significant
effect on the amounts reported. For example, increasing the assumed health care
cost trend rates by one percentage point in each year would increase the
accumulated postretirement benefit obligation as of December 31, 1995 by
$2,158,000 and the aggregate of the service and interest cost components of net
periodic postretirement benefit cost for 1995 by $146,000. This increase would
apply only to employees who retired prior to July 1, 1992.

The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 7.25% at December 31, 1995, 8.25% at
December 31, 1994 and 7.5% at December 31, 1993.

NOTE K - CONTINGENCIES

The Company is from time to time involved in various legal and other proceedings
that relate to the ordinary course of operating its business, including, but not
limited to: employment-related actions; product liability claims; and workers'
compensation claims.

While the Company is unable to predict the outcome of current proceedings,
based upon the facts currently known to it, the Company does not believe that
resolution of these proceedings will have a material adverse effect on the
financial condition or operations of the Company.

<PAGE> 17

The Company has an active program for environmental compliance which
includes the identification of environmental projects and estimating their
impact on the Company's financial performance and available resources.
Environmental expenditures that relate to current operations, such as
wastewater treatment and control of airborne emissions, are either expensed or
capitalized as appropriate. For projects involving remediation, estimates of
the probable costs are made and the Company established reserves of $3.3
million at December 31, 1995 ($3.8 million at December 31, 1994). These
reserves cover existing or currently foreseen projects. Expenditures are
charged to the reserve which is adjusted from time to time as additional
projects are identified and for which probable costs of remediation can be
estimated. The current portion of the reserve is included in the balance sheet
as current other liabilities and accrued items while the long-term portion is
included under other long-term liabilities.

NOTE L - OPERATIONS BY GEOGRAPHIC AREA

Years ended December 31, 1995, 1994 and 1993
(Dollars in thousands)

<TABLE>
<CAPTION>
1995
---------------------------------------------------------------
Operations International
in the Distribution Adjustments &
United States Subsidiaries Eliminations Consolidated
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Sales to unaffiliated customers..................................... $278,455 $91,163 $369,618
Transfers between operations........................................ 54,065 ($54,065)
------- -------- --------- --------
Net Sales....................................................... $332,520 $91,163 ($54,065) $369,618
======= ====== ======= ========
Operating profit (loss) ............................................ $ 24,932 $ 7,378 ($3,224) $ 29,086
======= ====== =======

Interest expense.................................................... (1,653)
-----
Income before income taxes...................................... $ 27,433
======
Identifiable assets at December 31, 1995............................ $287,977 $44,718 ($4,835) $327,860
======= ====== =====

Corporate assets.................................................... 3,993
-----
Total assets at December 31, 1995............................... $331,853
=======

1994
-----------------------------------------------------------

Sales to unaffiliated customers..................................... $262,358 $83,520 $345,878
Transfers between operations........................................ 47,239 ($47,239)
------- ------- ------ --------
Net Sales....................................................... $309,597 $83,520 ($47,239) $345,878
======= ====== ======= =======
Operating profit (loss) ............................................ $ 21,520 $ 5,841 ($ 2,263) $ 25,098
======= ====== =======

Interest expense.................................................... (2,071)
------
Income before income taxes...................................... $ 23,027
======
Identifiable assets at December 31, 1994............................ $274,376 $41,687 ($ 5,538) $310,525
======= ====== =======

Corporate assets.................................................... 6,608
-----
Total assets at December 31, 1994................................. $317,133
========
1993
----------------------------------------------------------
Sales to unaffiliated customers..................................... $244,394 $51,084 $295,478
Transfers between operations........................................ 32,339 ($32,339)
------- ------- ------ --------

Net Sales....................................................... $276,733 $51,084 ($32,339) $295,478
======== ======= ======= =======

Operating profit ................................................... $ 9,255 $ 1,034 $ 369 $ 10,658
======== ======= =======

Interest expense.................................................... (2,952)
------
Income before income taxes...................................... $ 7,706
======
Identifiable assets at December 31, 1993............................ $259,839 $30,894 ($2,927) $287,806
======== ======= =======
Corporate assets.................................................... 5,566
-----
Total assets at December 31, 1993............................... $293,372
=========
</TABLE>

Transfers between operations are accounted for in the same manner as sales to
unaffiliated customers. Corporate assets are principally cash and cash
equivalents and investments.

Total international sales were $127,289,000 in 1995, $114,911,000 in
1994, and $86,334,000 in 1993. These are comprised of exports from United
States operations and direct sales by international distribution subsidiaries,
primarily in Europe. Most of these sales represent products manufactured in the
United States.

Export sales from United States operations amounted to $36,126,000 in 1995,
$31,391,000 in 1994, and $35,101,000 in 1993.

15
<PAGE> 18
Notes to Consolidated Statements (continued)

NOTE M - QUARTERLY DATA (UNAUDITED)
Years ended December 31, 1995 and 1994
(Dollars in thousands except per share amounts)

<TABLE>
<CAPTION>
1995
------------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
------- ------- ------- ------- -----
<S> <C> <C> <C> <C> <C>
Net Sales...................................................... $98,912 $97,283 $89,361 $84,062 $369,618
Gross Margin................................................... 27,372 27,241 22,632 23,641 100,886
Percent of Sales............................................ 27.7% 28.0% 25.3% 28.1% 27.3%
Net Income..................................................... 6,789 6,676 3,332 3,892 20,689
Per Share of Common Stock:
Net Income.................................................. 0.42 0.40 0.20 0.24 1.26
Dividends................................................... 0.08 0.08 0.10 0.10 0.36
Stock price range
High........................................................ 18.13 21.88 23.63 18.63
Low......................................................... 14.50 17.63 18.38 16.00
</TABLE>

<TABLE>
<CAPTION>
1994
------------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C>
Net Sales....................................................... $84,794 $86,560 $86,730 $87,794 $345,878
Gross Margin.................................................... 23,194 24,992 20,100 23,654 91,940
Percent of Sales............................................. 27.4% 28.9% 23.2% 26.9% 26.6%
Net Income...................................................... 5,594 5,893 2,432 4,631 18,550
Per Share of Common Stock:
Net Income................................................... 0.35 0.36 0.15 0.28 1.14
Dividends.................................................... 0.05 0.05 0.08 0.08 0.26
Stock price range
High......................................................... 17.25 18.63 17.88 17.88
Low.......................................................... 13.38 15.00 13.50 14.38
</TABLE>

Charges related to the transfer of the direct bond copper production from New
York to Massachusetts reduced second quarter 1994 net income by approximately
$450,000 ($0.03 per share). Third quarter 1994 net income was reduced by
approximately $1,500,000 ($0.09 per share) due to the partial closure of the
Applications Development Center.
16
<PAGE> 19
REPORT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS

Board of Directors and Shareholders
Brush Wellman Inc.

We have audited the accompanying consolidated balance sheets of Brush Wellman
Inc. and subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of income, shareholders' equity, and cash flows for
each of the three years in the period ended December 31, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Brush Wellman
Inc. and subsidiaries at December 31, 1995 and 1994, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1995 in conformity with generally accepted
accounting principles.

/s/ Ernst & Young LLP
Cleveland, Ohio
January 22, 1996
- --------------------------------------------------------------------------------

REPORT OF MANAGEMENT

The management of Brush Wellman Inc. is responsible for the contents of the
financial statements which are prepared in conformity with generally accepted
accounting principles. The financial statements necessarily include amounts
based on judgments and estimates. Financial information elsewhere in the annual
report is consistent with that in the financial statements.

The Company maintains a comprehensive accounting system which includes
controls designed to provide reasonable assurance as to the integrity and
reliability of the financial records and the protection of assets. However,
there are inherent limitations in the effectiveness of any system of internal
controls and, therefore, it provides only reasonable assurance with respect to
financial statement preparation. An internal audit staff is employed to
regularly test and evaluate both internal accounting controls and operating
procedures, including compliance with the Company's statement of policy
regarding ethical and lawful conduct. The role of the independent auditors is
to provide an objective review of the financial statements and the underlying
transactions in accordance with generally accepted auditing standards.

The Audit Committee of the Board of Directors, comprised of directors who
are not members of management, meets regularly with management, the independent
auditors and the internal auditors to ensure that their respective
responsibilities are properly discharged. The independent auditors and the
internal audit staff have full and free access to the Audit Committee.

/s/ Carl Cramer
Carl Cramer
Vice President Finance and Chief Financial Officer
17
<PAGE> 20
MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS
1995 TO 1994 COMPARISON

Sales of beryllium alloy products increased in both the domestic and
international markets. The focused marketing efforts--teams dedicated towards
particular markets and/or end use applications--helped support the domestic
growth. Successful examples of these efforts include the continued penetration
into the automotive electronics market and a significant increase in shipments
of products used in aircraft bearings and bushings. Telecommunications and
computers also remain important markets for beryllium alloys as do appliances,
especially in Europe. Favorable economic conditions in portions of western
Europe, particularly in the first half of the year, helped fuel an addition in
sales there. Sales in Asia grew as a result of increased market share and
development of new applications. The sales trend in general for beryllium alloy
strip products is for customers to move toward the lower price alloys such as
the Company's Alloy 174. The sales increase in 1995 over 1994 was also due, in
part, to favorable foreign currency exchange rates and the pass-through effect
of higher commodity costs, particularly copper.

Beryllium sales increased slightly in 1995 over 1994, but were still
somewhat lower than in the recent years prior to 1994. A large portion of
beryllium sales continues to be for defense/aerospace applications and 1995
sales were enhanced by shipments for defense programs in Europe and growth in
new domestic defense applications in avionics. The two targets for growth are
new defense/aerospace systems, particularly upgrades of current defense
systems, and commercial applications. Research and development, marketing and
manufacturing efforts have now been re-deployed to concentrate on specific
applications in these and related markets.

Ceramic sales grew in 1995 as compared to 1994. The increase is primarily a
result of the continued development of products utilizing the direct bond
copper technology. These sales were not profitable due to new process
development and other start-up costs. Equipment designed to increase
efficiencies was installed late in the year.

Sales of specialty metal systems increased in 1995 over 1994. Most products
experienced gains in 1995 with CERDIP sales increasing significantly.
Sales improved as a result of developing new product applications, increasing
market share and continued expansion into the international markets. Major
applications for these products continue to be automotive electronics and
telecommunications.

Precious metal sales declined significantly in 1995 as compared to 1994.
Frame lid assembly sales were reduced due to a customer's re-design of a major
microprocessor application. The re-design had been anticipated by management
and resources have been directed towards developing alternative products and
markets. Sales of vapor deposition targets, which service the CD-ROM, specialty
coatings, telecommunications and semiconductor fabrication markets, continue to
increase. A small acquisition in late 1994 gave the Company access to the
ultra-fine wire market. These sales were minor in 1995, but are anticipated to
grow.

International operations consist of distribution centers in Germany,
England and Japan, primarily for alloy products, a marketing office in
Singapore and a small precious metal finishing facility in Singapore. Sales by
these operations totaled $91 million in 1995 compared to $84 million in 1994.
As previously noted, sales of beryllium alloy increased while sales of frame
lid assemblies from Singapore declined. Sales by the international operations
are predominantly in their respective local currencies with the balance in U.S.
dollars. Direct export sales to unaffiliated customers totaled $36 million in
1995 and $31 million in 1994. The majority of these sales are to Canada and
western Europe. U.S. exports are all denominated in dollars.

As outlined in Note F to the Consolidated Financial Statements, the Company
has a foreign currency hedge program to protect against adverse currency
movements. Should the dollar strengthen significantly, the decrease in value of
foreign currency transactions will be partially offset by gains on the hedge
contracts. As of December 31, 1995, outstanding hedge contracts totaled $24.8
million compared to $18.2 million at December 31, 1994.

Gross margin was 27.3% in 1995 as compared to 26.6% in 1994. The
increase in international sales, which generally carry higher margins,
contributed to this improvement as did the favorable exchange rates. The
direct bond copper start-up costs and a shift in the remaining frame lid
assembly business to smaller and costlier pieces offset a portion of this
increase. Certain manufacturing expenses, including maintenance at the
Elmore, Ohio facility, were higher in 1995 than 1994. Commercial
applications of beryllium, particularly those products containing
AlBeMet(R), also have lower margins than traditional defense applications,
although
18
<PAGE> 21
restructuring efforts have reduced certain overhead costs. The
pass-through effect of higher commodity costs in beryllium alloy sales
reduced the margin percent while having no bearing on the actual margin
measured in dollars.

Selling, administrative and general expenses were $62.7 million (17.0% of
sales) in 1995 compared to $55.5 million (16.0% of sales) in 1994. Most expense
categories were higher. Causes of the increases include the alloy products
re-design effort and start-up costs associated with the Singapore subsidiary
established to provide marketing support in South Asia. Portions of these
expenses should be lower in future periods. Distribution and other
sales-related expenses grew due to higher volumes of beryllium alloy products.
The exchange rate effect on the international operations' expenses was also
unfavorable.

Research and development (R&D) expenses were $7.8 million in 1995 compared
to $8.8 million in 1994. The decrease was due to focusing beryllium products'
research efforts on selected key applications. R&D expenses supporting all
other products either increased or were flat with the prior year. The R&D
efforts for new process and product development are coordinated with the
Company's overall marketing strategies and growth plans.

Interest expense fell to $1.7 million in 1995 from $2.1 million in 1994
due to a lower average level of debt outstanding and an increase in
capitalized interest associated with active capital expenditure projects.

Income before income taxes rose to $27.4 million in 1995 from $23.0 million
in 1994. Higher sales and the resulting gross margin, along with a favorable
foreign currency effect, combined to improve earnings. This improvement was
partially offset by the increase in selling, general and administrative
expenses.

In 1995, an effective tax rate of 24.6% of pre-tax earnings was employed
compared to 19.4% of pre-tax earnings in 1994. Higher domestic and foreign
pre-tax earnings account for the increase. The 1995 effective rate is still
well below the statutory rate as detailed in Note H to the Consolidated
Financial Statements.

Comparative earnings per share were $1.26 in 1995 and $1.14 in 1994.

1994 TO 1993 COMPARISON

Worldwide sales in 1994 were $346 million compared to $295 million in 1993. The
product lines of beryllium alloys, specialty metal systems and precious metal
products achieved significant sales increases in 1994. Sales also increased in
the ceramics product line while beryllium product line sales had a significant
reduction in 1994 as compared to 1993.

The significant sales growth in beryllium alloys was achieved in both
domestic and international markets. The principal markets driving the increase
were automotive electronics, computers, telecommunications and appliances. Most
beryllium alloy products experienced gains in 1994 as compared to 1993.
Beryllium alloys were supported by a strong U.S. economy, continued economic
growth in Asia and improving conditions in Europe. While the favorable economic
background was a plus, the key to the added volume was a focused marketing
effort. This effort was a combination of the marketing, sales, technical,
quality and operating groups working as a team to provide quality, cost-
competitive products on a timely basis. This was best seen in the expanding use
of the Company's Alloy 174 strip in automotive electronics on a growing list of
car platforms and global demand for the Company's products in undersea cable
components. Also, in the steel industry, Phase 3HP Mold Plate underwent field
trials at two slab casters during 1994 with performance results exceeding
expectations in all respects.

Beryllium sales were lower due to completion of the Defense Logistics
Agency (DLA) supply contract and reduced AlBeMet(R) sales due to the end of an
application at a computer disk drive manufacturer. Although overall defense
spending is at a reduced level, this is still the base business to support the
beryllium product line in the near term.

Sales of precious metal products also increased significantly in 1994 over
1993. Continued high demand and increased market share for frame
19
<PAGE> 22

lid assemblies from semiconductor manufacturers, along with increasing vapor
deposition target sales, accounted for most of the improved volume. A
substantial portion of the increase came from frame lid assembly sales in Asia
through the Singapore facility. To further enhance this product line, the
Company purchased the assets of Hydrostatics Inc., a small manufacturer of
precious metal ultra-fine wire produced using an innovative technology, in
October 1994. This product fills an identified need to support markets in the
semiconductor and hybrid microelectronics industries.

Total international sales were $115 million in 1994 and $86 million in
1993. Sales from foreign operations were $84 million in 1994 compared to $51
million in 1993, while direct exports totaled $31 million in 1994 and $35
million in 1993. The 1994 increase was primarily from beryllium alloys and the
previously mentioned frame lid assemblies fabricated in Singapore. This
increase occurred even though delivery of disk drive components ceased in 1994.
Although much of the beryllium alloy sales increase was in Europe and Asia,
growth was also seen in other parts of the world.

Gross margin (sales less cost of sales) was 26.6% in 1994 and 22.9% in
1993. In 1994, a provision of $2 million was reserved for downsizing the
Fremont, California facility and a provision of $0.6 million was made to
transfer direct bond copper production from the Syracuse, New York facility to
the Newburyport, Massachusetts plant. Without these charges, gross margin would
have been 27.2%. Higher sales and production volumes of beryllium alloys
account for much of the improvement. The beryllium alloy product line
experienced lower unit costs from the higher throughput and benefited from
manufacturing improvements, especially in strip products. In the beryllium
product line, margins recovered in 1994 from 1993. However, the major reason
for improvement in the beryllium product line was that 1994 did not experience
the negative impact of manufacturing problems with the AlBeMet(R) disk drive
component that occurred in 1993.

Selling, administrative and general expenses in 1994 were $55.5 million
(16.0% of sales) compared to $47.8 million (16.2% of sales) in 1993. The
increase was across all expense categories and includes an increased accrual
for incentive compensation. A portion of the increase in administrative costs
relate to an alloy business process redesign effort. A group of employees and
consultants have been charged with reviewing and analyzing specific activities
in the Company to find opportunities for improvement.

Research and development (R&D) expenses of $8.8 million in 1994 exceeded
the $7.1 million spent in 1993 by more than 20%. The addition was primarily in
the beryllium and ceramic product lines where efforts centered on new product
development. The beryllium alloy product line also saw an increase as
efforts were directed at both product development and process technology
enhancements.

Interest expense was $2.1 million in 1994 and $3.0 million in 1993. All
amounts are net of interest capitalized on active construction and mine
development projects. Lower average debt reduced interest costs in 1994.

Other-net expense was $2.6 million in 1994 and $2.2 million in 1993.
Included in both years were the postretirement benefit costs pursuant to
Statement of Financial Accounting Standard (FAS) 106 for a divested operation.
In 1993, the Company made an adjustment to the FAS 106 demographic assumptions
for the divested operation, which resulted in a reduction of the liability and
increased income by $1.3 million. Concurrently, the carrying value of a
building from the divested operation was reduced by $0.9 million.

Income before income taxes in 1994 of $23.0 million was significantly
higher than the 1993 pre-tax income of $7.7 million. Higher sales volume and
related gross margin improvements account for the increase. The increased
selling, general and administrative expense offsets some of the gains in gross
margin.

The effective tax rate employed for 1994 was 19.4% of pre-tax income as
compared to 16.2% of pre-tax income in 1993. The increase in pre-tax income
accounts for the higher rate. The effective rate was significantly below
statutory rates due to relatively fixed tax credits and allowances as shown in
Note H to the Consolidated Financial Statements.

Comparative earnings per share were $1.14 in 1994 and $0.40 in 1993.

FINANCIAL POSITION
CAPITAL RESOURCES AND LIQUIDITY

Capital expenditures for property, plant and equipment amounted to $24.2
million in 1995. Major expenditures included a new rod mill for the Elmore,
Ohio facility that is scheduled to be completed in mid-1996 and a plating line
and a stretch bend leveler for the Lincoln, Rhode Island facility. There were
also several environmental remediation projects that were capitalized at the
Elmore, Ohio and Delta, Utah plant sites. Management is currently studying
plans for modernizing portions of the alloy strip
20
<PAGE> 23
manufacturing process in order to reduce costs, improve quality and add
capacity in selected areas. Capital expenditures are anticipated to
increase in 1996.

During the fourth quarter 1995, the Company initiated a program to
re-purchase up to one million shares of its Common Stock. Approximately 165,000
shares at a cost of $2.8 million were re-purchased under this program as of
December 31, 1995, with the balance anticipated to be re-purchased during 1996.
The average number of shares outstanding increased in 1995 over 1994 due to an
increase in the number of previously issued stock options included in the
diluted outstanding share calculation as a result of a higher share price.
Dividends paid on outstanding shares totaled $5.5 million.

Short-term debt at December 31, 1995 was $22.8 million, including $1.5
million of the current portion of long-term debt. The $21.3 million balance is
denominated principally in gold and foreign currencies to provide hedges
against current assets so denominated. Credit lines amounting to $71.5 million
are available for additional borrowing. The domestic and foreign lines are
uncommitted, unsecured and renewed annually. The precious metal facility is
committed, secured and renewed annually.

Long-term debt was $17.0 or 8% of total capital at December 31, 1995.
Long-term financial resources available to the Company include $60 million of
medium-term notes and $50 million under a revolving credit agreement.

Funds being generated from operations plus the available borrowing capacity
are believed adequate to support operating requirements, capital expenditures,
remediation projects, dividends and small acquisitions. Excess cash, if any, is
invested in money market instruments and other high quality investments.

Cash flow from operating activities in 1994 was $35.2 million. During 1994,
cash balances increased $12.7 million while total debt decreased $1.1 million.
Capital expenditures totaled $17.2 million and dividends paid were $3.7
million. Long-term debt of $18.5 million was 9% of total capital at December
31, 1994.

ORE RESERVES

The Company's reserves of beryllium-bearing bertrandite ore are located in Juab
County, Utah. An ongoing drilling program has generally added to proven
reserves. Proven reserves are the measured quantities of ore commercially
recoverable through the open pit method. Probable reserves are the estimated
quantities of ore known to exist, principally at greater depths, but prospects
for commercial recovery are indeterminable. Ore dilution that occurs
during mining approximates 7%. About 87% of beryllium in ore is recovered in
the extraction process. The Company augments its proven reserves of bertrandite
ore through the purchase of imported beryl ore (approximately 4% beryllium)
which is also processed at the Utah extraction plant.

<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
----- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Proven bertrandite
ore reserves at
year end (thousands
of dry tons)......... 6,927 6,747 6,786 6,787 6,855

Grade % beryllium...... 0.249% 0.251% 0.251% 0.251% 0.251%
Probable bertrandite
ore reserves at
year-end (thousands
of dry tons)......... 7,346 7,559 7,594 7,482 7,215

Grade % beryllium...... 0.281% 0.279% 0.279% 0.281% 0.284%

Bertrandite ore
processed (thousands
of dry tons, diluted) 96 79 92 91 80

Grade % beryllium,
diluted............... 0.232% 0.240% 0.232% 0.234% 0.237%
</TABLE>

INFLATION AND CHANGING PRICES

The prices of major raw materials, such as copper, nickel and gold, purchased
by the Company increased during 1995. Such changes in costs are generally
reflected in selling price adjustments. The prices of labor and other factors
of production generally increase with inflation. Additions to capacity, while
more expensive over time, usually result in greater productivity or improved
yields. However, market factors, alternative materials and competitive pricing
have affected the Company's ability to offset wage and benefit increases. The
Company employs the last-in, first-out (LIFO) inventory valuation method
domestically to more closely match current costs with revenues.

Environmental Matters

SELECTED FINANCIAL DATA

Brush Wellman Inc. and Subsidiaries
(Dollars in thousands except per share amounts)

<TABLE>
<CAPTION>
1995 1994 1993 1992
<S> <C> <C> <C> <C>
FOR THE YEAR
Net Sales..................................................... $369,618 $345,878 $295,478 $265,034
Cost of sales................................................. 268,732 253,938 227,686 192,944
Gross margin.................................................. 100,886 91,940 67,792 72,090
Operating profit.............................................. 29,086 25,098 10,658 16,949
Interest expense.............................................. 1,653 2,071 2,952 3,206
Income (loss) before income taxes............................. 27,433 23,027 7,706 13,743
Income taxes (benefit)........................................ 6,744 4,477 1,248 3,243
Net Income (loss) ............................................ 20,689 18,550 6,458 10,500
Per share of Common Stock:
Net income (loss)........................................... 1.26 1.14 0.40 0.65
Cash dividends declared..................................... 0.36 0.26 0.20 0.26
Depreciation and amortization.................................. 20,911 19,619 21,720 20,180
Capital expenditures........................................... 24,244 17,214 11,901 13,604
Mine development expenditures.................................. 787 543 814 848

YEAR-END POSITION

Working Capital............................................... 125,156 116,708 105,272 88,616
Ratio of current assets to current liabilities................ 2.9 to 1 2.8 to 1 3.1 to 1 2.5 to 1
Property and equipment:
At cost................................................... 374,367 350,811 337,342 332,971
Cost less depreciation and impairment..................... 121,194 116,763 118,926 127,991
Total assets................................................. 331,853 317,133 293,372 310,039
Other long-term liabilities.................................. 45,445 43,354 40,663 40,332
Long-term debt............................................... 16,996 18,527 24,000 33,808
Shareholders' equity......................................... 200,302 186,940 172,075 168,824

Book value per share......................................... 12.46 11.59 10.70 10.49

Number of shares of stock outstanding........................ 16,071,224 16,121,915 16,087,415 16,086,515
Shareholders of record....................................... 2,351 2,521 2,566 2,762
Number of employees.......................................... 1,856 1,833 1,803 1,831
See Notes to consolidated financial statements.
</TABLE>
SALES PER EMPLOYEE
(IN THOUSANDS)

1991 1992 1993 1994 1995
[S] [C] [C] [C] [C]
$ $ $ $ $

INTERNATIONAL SALES
(IN MILLIONS)

1991 1992 1993 1994 1995
[S] [C] [C] [C] [C]
$ $ $ $ $

LONG-TERM DEBT
% OF CAPITAL AT YEAR-END

1991 1992 1993 1994 1995
[S] [C] [C] [C] [C]
% % % % %

22
<PAGE> 25

<TABLE>
<CAPTION>
1991 1990 1989 1988 1987 1986
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
$267,473 $297,390 $317,828 $345,838 $307,571 $241,428
202,080 212,841 233,165 239,554 211,885 161,392
65,393 84,549 84,663 106,284 95,686 80,036
(57,354) 28,132 29,195 54,704 48,788 42,401
3,755 3,359 2,860 2,843 2,965 2,148
(61,109) 24,773 26,335 51,861 45,823 40,253
(17,091) 7,214 7,793 19,344 19,658 17,578
(44,018) 17,559 18,542 32,517 26,165 22,675

(2.74) 1.09 1.10 1.79 1.38 1.20
0.59 0.71 0.67 0.63 0.59 0.55
22,759 24,070 24,077 23,405 22,098 17,903
13,605 16,160 19,946 22,645 18,464 25,239
6,389 5,699 259 503 581 3,451

80,427 87,570 78,346 92,530 109,063 103,416
2.2 to 1 2.4 to 1 2.1 to 1 2.4 to 1 2.6 to 1 2.9 to 1

321,981 307,088 292,708 279,927 266,543 254,276
132,579 143,635 141,639 143,180 144,829 144,107
307,296 338,982 338,279 357,751 367,473 341,210
38,029 9,356 9,087 9,547 10,333 8,270
34,946 26,673 21,076 29,908 25,481 26,563
162,264 215,891 211,769 232,840 242,673 234,725
10.10 13.43 13.10 13.49 13.17 12.48

16,069,615 16,077,723 16,166,611 17,262,311 18,431,703 18,815,799
3,116 3,446 3,820 4,014 4,212 4,522
1,943 2,079 2,160 2,602 2,564 2,266

</TABLE>

Impairment and restructuring charges reduced net income by $30,751,000 in 1991
and $8,400,000 in 1989.

The cumulative effect of a change in accounting for postretirement benefits
reduced net income by $16,471,000 in 1991.

In December 1986, a business acquisition was made; the pro forma effect would
have increased 1986 net sales by $35,000,000.

CAPITAL EXPENDITURES
% OF SALES

1991
1992
1993
1994
1995

ANNUAL INVENTORY
TURNOVER

1991
1992
1993
1994
1995

GROSS MARGINS

1991
1992
1993
1994
1995

<PAGE> 26
BRUSH WELLMAN INC.

<TABLE>
<S> <C> <C>
DIRECTORS CORPORATE OFFICERS OFFICES AND FACILITIES

ALBERT C. BERSTICKER 2, 4, 5 GORDON D. HARNETT MANUFACTURING FACILITIES
President and Chief Executive Officer, Chairman of the Board Delta, Utah
Ferro Corporation President and Chief Executive Officer Elmore, Ohio
Reading, Pennsylvania
CHARLES F. BRUSH, III 3, 4, 5 ROBERT H. ROZEK Buffalo, New York
Personal Investments Senior Vice President Fremont, California
International Lincoln, Rhode Island
DAVID L. BURNER 1, 3 Newburyport, Massachusetts
President CARL CRAMER Tucson, Arizona
BF Goodrich Co. Vice President Finance
Chief Financial Officer RESEARCH FACILITIES AND
FRANK B. CARR 1, 2, 3, 4, ADMINISTRATIVE OFFICES
Managing Director, Corporate Finance, STEPHEN FREEMAN Cleveland, Ohio
McDonald & Company Securities, Inc. Vice President
Alloy Products SERVICE AND DISTRIBUTION CENTERS
GORDON D. HARNETT 2 Elmhurst, Illinois
Chairman of the Board CRAIG B. HARLAN Fairfield, New Jersey
President and Chief Executive Officer Vice President Torrance, California
International - Europe Warren, Michigan
WILLIAM P. MADAR 1, 2, 4, 5 Stuttgart, Germany
President and Chief Executive Officer, JOHN J. PALLAM Theale, England
Nordson Corporation Vice President Tokyo/Fukaya, Japan
General Counsel
GERALD C. MCDONOUGH 3, 4, 5 SUBSIDIARIES
Retired Chairman and Chief Executive Officer, ANDREW J. SANDOR Technical Materials, Inc.
Leaseway Transportation Corp. Vice President Lincoln, Rhode Island
Alloy Technology
ROBERT M. MCINNES 1, 2, 3, 5 Williams Advanced Materials Inc.
Retired Chairman and Chief Executive Officer, DANIEL A. SKOCH Buffalo, New York
Pickands Mather & Co. Vice President Singapore
Administration and Human Resources
HENRY G. PIPER Brush Wellman GmbH
Retired Chairman, MICHAEL C. HASYCHAK Stuttgart, Germany
President and Chief Executive Officer Treasurer and Secretary
Brush Wellman Inc. Brush Wellman Limited
JAMES P. MARROTTE Theale, England
JOHN SHERWIN, Jr.1, 2, 3 Controller
President, Brush Wellman (Japan), Ltd.
Mid-Continent Ventures, Inc. WILLIAM M. CHRISTOFF Tokyo, Japan
Assistant Treasurer - Taxes,
1 Audit Committee Assistant Secretary Brush Wellman (Singapore) Pte Ltd.
2 Executive Committee Singapore
3 Finance Committee
4 Nominating Committee
5 Organization and Compensation Committee
</TABLE>
24
<PAGE> 27
CORPORATE DATA

ENVIRONMENTAL POLICY

Brush Wellman Inc. considers Environmental, Health and Safety an
integral parts of our business strategy and necessary for our success. It is the
policy of Brush Wellman to design, manufacture and distribute all products and
to manage and dispose of all materials in a safe, environmentally sound manner.
We are committed to utilizing our resources and technical capabilities to their
fullest extent to protect the health and safety of our employees, our
customers, the general public and the environment.

The health and safety of our employees are of paramount importance. No
operation or task will be conducted unless it can be performed in a safe
manner.

Through education and training, we shall promote a culture that
establishes individual ownership of environmental, health, and safety
responsibility throughout the organization and empowers everyone to
continuously improve all working conditions. Each employee will maintain an
awareness of safe work practices and endeavor to prevent conditions which may
result in an unsafe situation or harm the environment. It is the responsibility
of each employee to promptly notify management of any adverse situation.

We shall make every effort to minimize, to the lowest feasible level,
occupational and environmental exposure to all potentially hazardous materials.

We will go beyond regulatory compliance, striving for continuous
improvement in all our environmental, health and safety control efforts.

The Company will provide medical surveillance and preventive health
maintenance programs for the early detection of occupational diseases.

The Management Team at each location will diligently respond to
employee concerns and is directly responsible for developing and implementing
programs for ensuring that their operations comply with this policy. The
Environmental, Health and Safety staff provides support by:

- maintaining liaison with appropriate government agencies and interpreting
and communicating regulations;

- providing technical guidance and assisting in the development of policies
and performance standards; and

- conducting independent review and assessment of all operations to audit
compliance with environmental, safety and health policies.

All employees are expected to follow the intent and spirit of this
policy and incorporate sound health, safety and environmental practices in the
conduct of their jobs.

This policy applies to all Brush Wellman business units worldwide.

ANNUAL MEETING

The Annual Meeting of Shareholders will be held on May 7, 1996 at 11:00 a.m. at
The Forum, One Cleveland Center, 1375 East Ninth Street, Cleveland, Ohio

INVESTOR INFORMATION

Brush Wellman maintains an active program of communication with shareholders,
securities analysts and other members of the investment community. Management
makes regular presentations in major financial centers around the world. To
obtain:

- additional copies of the Annual Report
- SEC Form 10K/10Q
- product Literature,

please contact:

Timothy Reid
Vice President, Corporate Communications
Corporate Headquarters.
Brush Wellman press releases are available on the World Wide Web through
Business Wire, at: http://www.businesswire.com/cnn/bw.htm

DIVIDEND REINVESTMENT PLAN

Brush Wellman has a plan for its shareholders which provides automatic
reinvestment of dividends toward the purchase of additional shares of the
Company's common stock. For a brochure describing the plan please contact the
Vice President, Corporate Communications, at the Corporate Headquarters.

AUDITORS

Ernst & Young LLP
1300 Huntington Building
Cleveland, Ohio 44115

TRANSFER AGENT AND REGISTRAR

KeyCorp Shareholder Services, Inc.
4900 Tiedeman Road
Cleveland, Ohio 44101
For shareholder inquiries, call: 1-800-542-7792

STOCK LISTING
New York Stock Exchange / Symbol: BW

CORPORATE HEADQUARTERS

Brush Wellman Inc.
17876 St. Clair Ave.
Cleveland, Ohio 44110
(216) 486-4200 - Facsimile: (216) 383-4091

25
<PAGE> 28
BRUSH WELLMAN
ENGINEERED MATERIALS

17876 St. Clair Avenue
Cleveland, Ohio 44110
216/486-4200

<PAGE> 1
EXHIBIT 21

Subsidiaries of Registrant

The Company has the following subsidiaries, all of which are wholly
owned and included in the consolidated financial statements.

State or Country
Name of Subsidiary of Incorporation
- ------------------ ----------------

Brush Wellman GmbH Germany

Brush Wellman (Japan), Ltd. Japan

Brush Wellman Limited England

Brush Wellman (Singapore), Pte Ltd. Singapore

Technical Materials, Inc. Ohio

Williams Advanced Materials Inc. New York

Williams Advanced Materials Pte Ltd. Singapore

<PAGE> 1

Exhibit 23

Consent of Independent Auditors

We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Brush Wellman Inc. of our report dated January 22, 1996, included in the
1995 Annual Report to Shareholders of Brush Wellman Inc.

Our audit also included the financial statement schedule of Brush Wellman Inc.
listed in Item 14(a) 2. This schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits.
In our opinion, the financial statement schedule, referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

We also consent to the incorporation by reference in the following Registration
Statements and Post-Effective Amendments of our report dated January 22, 1996,
with respect to the consolidated financial statements incorporated herein by
reference and our report included in the preceding paragraph with respect to
the financial statement schedule included in this Annual Report (Form 10-K) of
Brush Wellman Inc. for the year ended December 31, 1995:

Registration Statement Number 33-60709 on Form S-8 dated June 29, 1995;

Registration Statement Number 33-48866 on Form S-8 dated June 27, 1992;

Registration Statement Number 33-45323 on Form S-8 dated February 3, 1992;

Post-Effective Amendment Number 1 to Registration Statement Number 33-28950
on Form S-8 dated February 3, 1992;

Registration Statement Number 33-35979 on Form S-8 dated July 20, 1990;

Registration Statement Number 33-28605 on Form S-8 dated May 5, 1989;

Registration Statement Number 2-90724 on Form S-8 dated April 27, 1984;

Post-Effective Amendment Number 3 to Registration Statement Number 2-64080
on Form S-8 dated April 22, 1983.

ERNST & YOUNG LLP

Cleveland, Ohio
March 19, 1996

<PAGE> 1
EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of BRUSH WELLMAN INC., an Ohio corporation (the
"Corporation"), hereby constitutes and appoints Gordon D. Harnett, Carl Cramer,
Michael C. Hasychak, Leigh B. Trevor and Louis Rorimer, and each of them, their
true and lawful attorney or attorneys-in-fact, with full power of substitution
and revocation, for them and in their names, place and stead, to sign on their
behalf as a director or officer, or both, as the case may be, of the
Corporation, an Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 1995,
and to sign any and all amendments to such Annual Report, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorney or
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands
as of the 6th day of February, 1996.

/s/ Gordon D. Harnett /s/ Gerald C. McDonough
- ----------------------------- -----------------------------
Chairman, President, Gerald C. McDonough, Director
Chief Executive Officer and Director
(Principal Executive Officer)

/s/ Albert C. Bersticker /s/ Robert M. McInnes
- ----------------------------- -----------------------------
Albert C. Bersticker, Director Robert M. McInnes, Director

/s/ Charles F. Brush, III /s/ Henry G. Piper
- ----------------------------- -----------------------------
Charles F. Brush, III, Director Henry G. Piper, Director

/s/ Frank B. Carr /s/ John Sherwin, Jr.
- ----------------------------- -----------------------------
Frank B. Carr, Director John Sherwin, Jr., Director

/s/ William P. Madar /s/ David L. Burner
- ----------------------------- -----------------------------
William P. Madar, Director David L. Burner, Director

/s/ Carl Cramer
- -----------------------------
Carl Cramer, Vice President
Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 29,553
<SECURITIES> 0
<RECEIVABLES> 52,532
<ALLOWANCES> 1,015
<INVENTORY> 92,727
<CURRENT-ASSETS> 191,747
<PP&E> 374,367
<DEPRECIATION> 253,173
<TOTAL-ASSETS> 331,853
<CURRENT-LIABILITIES> 66,591
<BONDS> 16,996
0
0
<COMMON> 21,330
<OTHER-SE> 178,972
<TOTAL-LIABILITY-AND-EQUITY> 331,853
<SALES> 369,618
<TOTAL-REVENUES> 369,618
<CGS> 268,732
<TOTAL-COSTS> 339,282
<OTHER-EXPENSES> 1,047
<LOSS-PROVISION> 203
<INTEREST-EXPENSE> 1,653
<INCOME-PRETAX> 27,433
<INCOME-TAX> 6,744
<INCOME-CONTINUING> 20,689
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 20,689
<EPS-PRIMARY> $1.26
<EPS-DILUTED> $1.26

</TABLE>

<PAGE> 1
EXHIBIT 99

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1995

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _______ to ________

Commission file number 1-7006

BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
(Full Title of the Plan)

BRUSH WELLMAN INC.
17876 St. Clair Avenue
Cleveland, Ohio 44110

(Name of issuer of the securities held
pursuant to the plan and the address
of its principal executive office.)
<PAGE> 2
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN

REQUIRED INFORMATION

<TABLE>
<CAPTION>
Page No.
<S> <C>
1. Report of Independent Auditors 1

2. Statements of Financial Condition -
December 31, 1995 and December 31, 1994 2-3

3. Statements of Income and Changes in Plan
Equity - Plan years ended December 31, 1995,
December 31, 1994 and December 30, 1993 4-7

4. Notes to Financial Statements 8-16

5. Schedules required to be filed under ERISA

a. Schedule of Assets held for Investment
Purposes 17

b. Schedule of Reportable Transactions 18

6. Consent of Independent Auditors 19
</TABLE>

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan has duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio,
on the 18th day of March, 1996.

BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN

By /s/ Dennis L. Habrat
----------------------------
Member of the Administrative
Committee
<PAGE> 3
[Letter Head]

Report of Independent Auditors
------------------------------

Administrative Committee of
Brush Wellman Inc. Savings
and Investment Plan

We have audited the financial statements of Brush Wellman Inc. Savings
and Investment Plan listed in the Annual Report on Form 11-K as of and for the
years ended December 31, 1995 and 1994 and December 30, 1993. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements listed in the Annual Report on
Form 11-K present fairly, in all material respects, the financial position of
Brush Wellman Inc. Savings and Investment Plan at December 31, 1995 and 1994,
the results of its operations and changes in its plan equity for the years
ended December 31, 1995 and 1994 and December 30, 1993 in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1995 and reportable
transactions for the year ended December 31, 1995 are presented for purposes of
complying with the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974, and
are not a required part of the financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in our audit
of the financial statements and, in our opinion, are fairly stated in all
material respects in relation to the financial statements taken as a whole.

Wright, Wesley & Mills, P.C.

/s/ Wright, Wesley & Mills, P.C.

March 18, 1996

1
<PAGE> 4
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1995

<TABLE>
<CAPTION>
S&P 500 ASSET FIXED MONEY
ASSETS GROWTH INTERNATIONAL INCOME INDEX ALLOCATION INCOME MARKET
------ ------ ------------- ------ ----- ---------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Brush Wellman Inc. Common Stock
(cost $19,877,694)
Janus Fund
(cost $5,801,586) $6,804,651
Templeton Foreign Fund
(cost $4,501,939) $4,629,897
PFAMCO Equity Income Fund
(cost $3,885,041) $4,574,485
Northern Trust Collective Stock Index Fund
(cost $5,714,906) $7,000,520
Phoenix Total Return Fund
(cost $5,446,128) $5,758,773
PIMCO Total Return Fund
(cost $5,952,689) $6,479,743
Northern Trust Short-Term Investment Fund
(cost $6,526,065) $6,526,065
Paticipant Promissory Notes
(cost $2,980,787)
Employee Benefits Money Market Fund
(cost $84,339)
---------- ---------- ---------- ---------- ---------- ---------- ----------
6,804,651 4,629,897 4,574,485 7,000,520 5,758,773 6,479,743 6,526,065
Contribution Receivable:
Company
401(k) 88,532 61,402 45,024 53,885 51,977 54,923 40,401
---------- ---------- ---------- ---------- ---------- ---------- ----------
88,532 61,402 45,024 53,885 51,977 54,923 40,401

Dividends Receivable 229,096 30,071 36,914
Interest Receivable 29,509
Other 145,249 52,642 160,741
---------- ---------- ---------- ---------- ---------- ---------- ----------
374,345 82,713 160,741 36,914 29,509
---------- ---------- ---------- ---------- ---------- ---------- ----------

TOTAL ASSETS $7,267,528 $4,774,012 $4,780,250 $7,054,405 $5,810,750 $6,571,580 $6,595,975
========== ========== ========== ========== ========== ========== ==========

LIABILITIES & PLAN EQUITY

Liabilities:

Plan Equity 7,267,528 4,774,012 4,780,250 7,054,405 5,810,750 6,571,580 6,595,975
---------- ---------- ---------- ---------- ---------- ---------- ----------

TOTAL LIABILITIES & PLAN EQUITY $7,267,528 $4,774,012 $4,780,250 $7,054,405 $5,810,750 $6,571,580 $6,595,975
========== ========== ========== ========== ========== ========== ==========
</TABLE>

<TABLE>
<CAPTION>
STOCK PAYSOP LOAN
ASSETS FUND FUND FUND TOTAL
------ ---- ---- ---- -----
<S> <C> <C> <C> <C>
Brush Wellman Inc. Common Stock
(cost $19,877,694) $17,320,725 $235,100 $17,555,825
Janus Fund
(cost $5,801,586) 6,804,651
Templeton Foreign Fund
(cost $4,501,939) 4,629,897
PFAMCO Equity Income Fund
(cost $3,885,041) 4,574,485
Northern Trust Collective Stock Index Fund
(cost $5,714,906) 7,000,520
Phoenix Total Return Fund
(cost $5,446,128) 5,758,773
PIMCO Total Return Fund
(cost $5,952,689) 6,479,743
Northern Trust Short-Term Investment Fund
(cost $6,526,065) 6,526,065
Paticipant Promissory Notes
(cost $2,980,787) $2,980,787 2,980,787
Employee Benefits Money Market Fund
(cost $84,339) 61,627 22,712 84,339
----------- -------- ---------- -----------
17,382,352 257,812 2,980,787 62,395,085
Contribution Receivable:
Company 146,961 146,961
401(k) 36,733 432,877
----------- -------- ---------- -----------
183,694 579,838

Dividends Receivable 100,285 396,366
Interest Receivable 612 30,121
Other 1,469 121,271 481,372
----------- -------- ---------- -----------
100,897 1,469 121,271 907,859
----------- -------- ---------- -----------

TOTAL ASSETS $17,666,943 $259,281 $3,102,058 $63,882,782
=========== ======== ========== ===========

LIABILITIES & PLAN EQUITY

Liabilities:

Plan Equity 17,666,943 259,281 3,102,058 63,882,782
----------- -------- ---------- -----------

TOTAL LIABILITIES & PLAN EQUITY $17,666,943 $259,281 $3,102,058 $63,882,782
=========== ======== ========== ===========
</TABLE>

See accompanying notes to financial statements.

2
<PAGE> 5
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1994

<TABLE>
<CAPTION>
INCOME EQUITY EQUITY EQUITY
ASSETS FUND FUND A FUND B FUND C
------ ---- ------ ------ ------
<S> <C> <C> <C> <C>
Brush Wellman Inc. Common Stock
(cost $17,878,122)
Managed Guaranteed Investment
Contract Fund (cost $15,131,587) $15,307,840
Fidelity Equity Index Portfolio
(cost $5,711,947) $6,173,766
Fidelity Fund Inc.
(cost $2,553,128) $2,546,769
Fideltiy Puritan Fund
(cost $5,240,263) $5,257,921
Participant Promissory Notes
(cost $2,579,983)
Employee Benefits Money Market
Fund (cost $285,392) (258) (106) (61) (116)
----------- ---------- ---------- ----------
15,307,582 6,173,660 2,546,708 5,257,805
Contribution Receivable:
Company
401(k) 152,483 55,518 36,883 78,534
Participant
----------- ---------- ---------- ----------
152,483 55,518 36,883 78,534

Interest Receivable 537 117 59 100
Dividends Receivable
Other
----------- ---------- ---------- ----------
537 117 59 100
----------- ---------- ---------- ----------

TOTAL ASSETS $15,460,602 $6,229,295 $2,583,650 $5,336,439
=========== ========== ========== ==========

LIABILITIES & PLAN EQUITY

Liabilities:
Benefits Payable $264,098 $ 73,329 $ 49,688 $ 26,515
Other (50,509) (20,445) (15,941) (17,917)

Plan Equity 15,247,013 6,176,411 2,549,903 5,327,841
----------- ---------- ---------- ----------

TOTAL LIABILITIES & PLAN EQUITY $15,460,602 $6,229,295 $2,583,650 $5,336,439
=========== ========== ========== ==========
</TABLE>

<TABLE>
<CAPTION>
STOCK PAYSOP LOAN
ASSETS FUND FUND FUND TOTAL
------ ---- ---- ---- -----
<S> <C> <C> <C> <C>
Brush Wellman Inc. Common Stock
(cost $17,878,122) $15,418,011 $240,296 $15,658,307
Managed Guaranteed Investment
Contract Fund (cost $15,131,587) 15,307,840
Fidelity Equity Index Portfolio
(cost $5,711,947) 6,173,766
Fidelity Fund Inc.
(cost $2,553,128) 2,546,769
Fideltiy Puritan Fund
(cost $5,240,263) 5,257,921
Participant Promissory Notes
(cost $2,579,983) $2,579,983 2,579,983
Employee Benefits Money Market
Fund (cost $285,392) 259,920 25,744 269 285,392
----------- -------- ---------- -----------
15,677,931 266,040 2,580,252 47,809,978
Contribution Receivable:
Company 130,525 130,525
401(k) 39,490 362,908
Participant
----------- -------- ---------- -----------
170,015 493,433

Interest Receivable 1,178 116 (278) 1,829
Dividends Receivable 71,213 1,106 72,319
Other 35,694 35,694
----------- -------- ---------- -----------
108,085 1,222 (278) 109,842
----------- -------- ---------- -----------

TOTAL ASSETS $15,956,031 $267,262 $2,579,974 $48,413,253
=========== ======== ========== ===========

LIABILITIES & PLAN EQUITY

Liabilities:
Benefits Payable $189,192 $3,198 $ 68,718 $674,738
Other (12,651) 405 139,460 22,402

Plan Equity 15,779,490 263,659 2,371,796 47,716,113
----------- -------- ---------- -----------

TOTAL LIABILITIES & PLAN EQUITY $15,956,031 $267,262 $2,579,974 $48,413,253
=========== ======== ========== ===========
</TABLE>

See accompanying notes to financial statements.

3
<PAGE> 6
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
S&P 500 ASSET FIXED MONEY
GROWTH INTERNATIONAL INCOME INDEX ALLOCATION INCOME MARKET
------ ------------- ------ ----- ---------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ 230,704 $ 120,175 $ 118,087 $ 126,716 $ 175,358 $ 37,345 $ 335
Interest 3 62 (57) 1,406 (88) 369,523 384,180
Other Income (Expense) 145,446 52,799 160,893 215 (5,789) 130 411
---------- ---------- ---------- ---------- ---------- ---------- ----------
376,154 173,036 278,923 128,337 169,481 406,998 384,926

Realized Gain (Loss) on
Investments--Note E 110,541 177,639 84,078 332,016 417,723 143,684

Unrealized Appreciation (Depreciation)
on Investments--Note F 1,003,066 127,958 689,444 1,285,614 312,645 527,054

Contributions--Note B
Company
401(k) 1,095,412 827,949 572,343 597,024 679,023 698,659 514,984
---------- ---------- ---------- ---------- ---------- ---------- ----------
1,095,412 827,949 572,343 597,024 679,023 698,659 514,984

Plan Merger -- Note A 501

Investment Election Change:
1/1/95 Plan Change 4,298,945 3,712,726 2,976,847 4,587,494 5,167,817 5,192,931 6,663,511
Current Year Changes 541,260 (75,928) 308,292 367,108 (718,922) (47,775) (93,355)

Loan Transfers (22,439) 3,922 (9,258) (20,141) (19,177) (119,899) (83,478)

Unallocated Loan Payments

Withdrawals and
Terminations--Note C 135,410 173,290 120,419 223,047 197,840 230,072 791,114
---------- ---------- ---------- ---------- ---------- ---------- ----------

Income and Changes in Plan Equity 7,267,528 4,774,012 4,780,250 7,054,405 5,810,750 6,571,580 6,595,975

Plan Equity at Beginning of the Year 0 0 0 0 0 0 0
---------- ---------- ---------- ---------- ---------- ---------- ----------

Plan Equity at End of the Year $7,267,528 $4,774,012 $4,780,250 $7,054,405 $5,810,750 $6,571,580 $6,595,975
========== ========== ========== ========== ========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

4
<PAGE> 7
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
INCOME EQUITY EQUITY EQUITY
FUND FUND A FUND B FUND C
---- ------ ------ ------
<S> <C> <C> <C> <C>
Investment Income:
Dividends
Interest
Other Income (Expense)
------------ ---------- ----------- -----------

Realized Gain (Loss) on
Investments--Note E 214,089 474,999 (12,619) 5,888

Unrealized Appreciation (Depreciation)
on Investments--Note F (201,462) (472,705) 14,214 (2,813)

Contributions--Note B
Company
401(k)
------------ ---------- ----------- -----------

Plan Merger -- Note A 2,174,657 221,971 266,585 363,013

Investment Election Change:
1/1/95 Plan Change (17,434,297) (6,400,676) (2,818,083) (5,693,929)
Current Year Changes

Loan Transfers

Unallocated Loan Payments

Withdrawals and
Terminations--Note C
------------ ---------- ----------- -----------

Income and Changes in Plan Equity (15,247,013) (6,176,411) (2,549,903) (5,327,841)

Plan Equity at Beginning of the Year 15,247,013 6,176,411 2,549,903 5,327,841
------------ ---------- ----------- -----------

Plan Equity at End of the Year $ 0 $ 0 $ 0 $ 0
============ ========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
STOCK PAYSOP LOAN
FUND FUND FUND TOTAL
---- ---- ---- -----
<S> <C> <C> <C> <C>
Investment Income:
Dividends $ 352,679 $ 3,568 $ 1,164,967
Interest 10,744 1,291 $ 182,910 949,974
Other Income (Expense) 192,317 3,647 550,069
----------- -------- ---------- -----------
555,740 8,506 182,910 2,665,010

Realized Gain (Loss) on
Investments--Note E (82,030) 1,866,008

Unrealized Appreciation (Depreciation)
on Investments--Note F (157,861) 1,385 3,126,539

Contributions--Note B
Company 1,815,838 1,815,838
401(k) 442,057 5,427,451
----------- -------- ---------- -----------
2,257,895 7,243,289

Plan Merger -- Note A 687,127 133,074 3,846,928

Investment Election Change:
1/1/95 Plan Change (275,286) 22,000
Current Year Changes (255,586) (2,722) 22,372

Loan Transfers (121,062) 391,532

Unallocated Loan Payments 154,810 154,810

Withdrawals and
Terminations--Note C 721,484 11,547 154,064 2,758,287
----------- -------- ---------- -----------

Income and Changes in Plan Equity 1,887,453 (4,378) 730,262 16,166,669

Plan Equity at Beginning of the Year 15,779,490 263,659 2,371,796 47,716,113
----------- -------- ---------- -----------

Plan Equity at End of the Year $17,666,943 $259,281 $3,102,058 $63,882,782
=========== ======== ========== ===========
</TABLE>

See accompanying notes to financial statements.

5
<PAGE> 8
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
YEAR ENDED DECEMBER 31, 1994

<TABLE>
<CAPTION>
INCOME EQUITY EQUITY EQUITY
FUND FUND A FUND B FUND C
---- ------ ------ ------
<S> <C> <C> <C> <C>
Investment Income:
Dividends $ 149,840 $ 40,559 $ 168,092
Interest $ 2,508 963 637 1,168
Other Income (Expense) (316) 38,488 116,209 230,397
----------- ---------- ---------- ----------
2,192 189,291 157,405 399,657

Realized Gain (Loss) on
Investments--Note E 1,768,784 10,616 546

Unrealized Appreciation (Depreciation)
on Investments--Note F (835,627) (141,678) (97,859) (324,217)

Contributions--Note B
Company
401(k) 1,625,555 640,225 426,637 780,972
Participant 41,963 19,303 10,693 38,818
----------- ---------- ---------- ----------
1,667,518 659,528 437,330 819,790

Investment Election Change (624,692) (49,190) 112,423 583,416

Loan Transfers 56,300 15,687 7,151 28,758

Unallocated Loan Payments

Withdrawals and
Terminations--Note C 1,249,662 383,872 211,767 244,030
----------- ---------- ---------- ----------

Income and Changes in Plan Equity 784,813 300,382 405,229 1,263,374

Plan Equity at Beginning of the Year 14,462,200 5,876,029 2,144,674 4,064,467
----------- ---------- ---------- ----------

Plan Equity at End of the Year $15,247,013 $6,176,411 $2,549,903 $5,327,841
=========== ========== ========== ==========
</TABLE>

<TABLE>
<CAPTION>
STOCK PAYSOP LOAN
FUND FUND FUND TOTAL
---- ---- ---- -----
<S> <C> <C> <C> <C>
Investment Income:
Dividends $ 226,120 $ 3,655 $ 588,266
Interest 5,135 1,077 $ 193,935 205,423
Other Income (Expense) 4,188 (7,632) 381,334
----------- -------- ---------- -----------
235,443 (2,900) 193,935 1,175,023

Realized Gain (Loss) on
Investments--Note E (259,373) (4,175) 1,516,398

Unrealized Appreciation (Depreciation)
on Investments--Note F 2,920,404 55,913 1,576,936

Contributions--Note B
Company 1,321,370 1,451,895
401(k) 568,908 3,911,772
Participant 10,484 121,261
----------- -------- ---------- -----------
1,900,762 5,484,928

Investment Election Change (21,134) (405) 418

Loan Transfers 252 (108,148)

Unallocated Loan Payments 29,946 29,946

Withdrawals and
Terminations--Note C 767,193 12,264 68,718 2,937,506
----------- -------- ---------- -----------

Income and Changes in Plan Equity 4,009,161 36,169 47,015 6,846,143

Plan Equity at Beginning of the Year 11,770,329 227,490 2,324,781 40,869,970
----------- -------- ---------- -----------

Plan Equity at End of the Year $15,779,490 $263,659 $2,371,796 $47,716,113
=========== ======== ========== ===========
</TABLE>

See accompanying notes to financial statements.

6
<PAGE> 9
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
YEAR ENDED DECEMBER 30, 1993

<TABLE>
<CAPTION>
INCOME EQUITY EQUITY EQUITY
FUND FUND A FUND B FUND C
---- ------ ------ ------
<S> <C> <C> <C> <C>
Investment Income:
Dividends $ 147,967 $ 55,706 $ 149,603
Interest $ 1,538 855 356 645
Other Income (Expense) 316 83,419 289,270 298,154
----------- ---------- ---------- ----------
1,854 232,241 345,332 448,402

Realized Gain (Loss) on
Investments--Note E 51,272 62,269 7,206 1,872

Unrealized Appreciation (Depreciation)
on Investments--Note F 885,906 236,668 13,589 157,850

Contributions--Note B
Company
401(k) 1,605,914 637,468 304,300 492,810
Participant 84,978 36,623 23,534 50,897
----------- ---------- ---------- ----------
1,690,892 674,091 327,834 543,707

Investment Election Change (186,881) (385,063) (47,361) 549,349

Loan Transfers (18,661) 12,715 19,866 (10,472)

Unallocated Loan Payments

Withdrawals and
Terminations--Note C 1,075,959 325,827 78,453 81,203
----------- ---------- ---------- ----------

Income and Changes in Plan Equity 1,348,423 507,094 588,013 1,609,505

Plan Equity at Beginning of the Year 13,113,777 5,368,935 1,556,661 2,454,962
----------- ---------- ---------- ----------

Plan Equity at End of the Year $14,462,200 $5,876,029 $2,144,674 $4,064,467
=========== ========== ========== ==========
</TABLE>

<TABLE>
<CAPTION>
STOCK PAYSOP LOAN
FUND FUND FUND TOTAL
---- ---- ---- -----
<S> <C> <C> <C> <C>
Investment Income:
Dividends $ 151,251 $ 3,839 $ 508,366
Interest 4,058 716 $ 125,191 133,359
Other Income (Expense) (4,095) (5,753) 661,311
----------- -------- ---------- -----------
151,214 (1,198) 125,191 1,303,036

Realized Gain (Loss) on
Investments--Note E (408,791) (6,552) (292,724)

Unrealized Appreciation (Depreciation)
on Investments--Note F (221,083) (3,252) 1,069,678

Contributions--Note B
Company 1,395,917 1,395,917
401(k) 532,998 3,573,490
Participant 18,253 214,285
----------- -------- ---------- -----------
1,947,168 5,183,692

Investment Election Change 70,025 (69)

Loan Transfers (8,236) 4,788

Unallocated Loan Payments (154,297) (154,297)

Withdrawals and
Terminations--Note C 433,288 11,361 22,538 2,028,629
----------- -------- ---------- -----------

Income and Changes in Plan Equity 1,097,009 (22,432) (46,856) 5,080,756

Plan Equity at Beginning of the Year 10,673,320 249,922 2,371,637 35,789,214
----------- -------- ---------- -----------

Plan Equity at End of the Year $11,770,329 $227,490 $2,324,781 $40,869,970
=========== ======== ========== ===========
</TABLE>

See accompanying notes to financial statements.

7
<PAGE> 10
NOTES TO FINANCIAL STATEMENTS
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN

DECEMBER 31, 1995, DECEMBER 31, 1994 AND DECEMBER 30, 1993

NOTE A - The accounting records of the Brush Wellman Inc. Savings and Investment
Plan (Plan) are maintained on the accrual basis. Investments are stated at
current market value. Investment in securities traded on national securities
exchanges are valued at the latest reported closing price. Investment in
participant units of the Northern Trust Short-Term Investment Fund, Managed
Guaranteed Investment Contract Fund and the Employee Benefits Money Market Fund
are stated at market value as determined by the Trustee. Cost is determined by
the average cost method.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

In 1994 the Plan changed its year end from December 30 to December 31.
The effect of this change on the financial statements is not material.

Effective January 1, 1995 the Williams Advanced Materials Inc. Savings
and Investment Plan was merged into the Plan. Prior to the merger, the plans
separately covered eligible employees at Brush Wellman Inc. and its subsidiary
Williams Advanced Materials Inc.. There have been no substantial changes in
eligibility, Company contributions, plan benefits or value of plan assets as a
result of the merger. The transferred net assets have been recognized in the
accounts of the Plan, at the balances as previously carried in the accounts of
the Williams Advanced Materials Inc. Savings and Investment Plan. The changes
in net assets of the combined plans are included in the accompanying Statement
of Income and Changes in Plan Equity available for benefits from January 1,
1995.

NOTE B - The Plan is a defined contribution plan which covers certain eligible
employees with one year of eligibility service with Brush Wellman Inc.
(Company). An employee shall be credited with a year of eligibility service if
he is credited with at least 1,000 hours of service in any twelve consecutive
month period beginning with date of hire or rehire of the employee (or an
anniversary of the latest such date).

The Plan provides for basic contributions on behalf of employees up to
6% of their earnings through either salary reduction or employee after-tax
contributions. Basic contributions were matched by the Company at the rate of
50% of such contributions. The rate at which such basic contributions are
matched by the Company may be decreased or increased (up to 100%) by action of
the Company's Board of Directors.

An employee who makes basic contributions of 6% of earnings may also
make supplemental contributions of up to 9% of earnings which are not matched by
Company

8
<PAGE> 11
contributions and which may be made in any combination of salary reduction
and/or after-tax contributions.

An employee's contributions made to the Plan on a salary reduction basis
may not exceed certain maximum amounts. The maximum amounts were $9,240 in 1995,
$9,240 in 1994 and $8,994 in 1993. All employee and Company matching
contributions are fully vested at all times.

Participants may direct that their basic, supplemental and transfer
contributions (as described in the Plan) be invested in one or more of the
following: Growth Fund, International Fund, Income Fund, S&P 500 Index Fund,
Asset Allocation Fund, Fixed Income Fund, Money Market Fund and the Company
Stock Fund in increments of 1%. Prior to March 3, 1995, participant contribution
directions were allowed at 10% increments. All Company matching contributions
are invested in the Company Stock Fund except with respect to Participants age
55 or older who may transfer such contributions to other investment funds. Prior
to March 3, 1995 the minimum age for the exception was 59 1/2.

The Growth Fund invests primarily in the Janus Fund. The objective of
the fund is to produce capital appreciation; dividend income is a secondary
source of return. The fund invests primarily in the stocks of companies and
industries that are experiencing increasing demand for their products and
services.

The International Fund invests primarily in the Templeton Foreign Fund.
The objective of the fund is to produce capital appreciation. The fund primarily
invests in stocks of companies located outside of the United States.

The Income Fund invests primarily in the PFAMCO Equity Income Fund. The
objective of the fund is to seek current income from stocks in each industry
that have low prices relative to their earnings and high dividend yields. The
fund will usually be fully invested in stocks.

The S&P 500 Fund invests primarily in the Northern Trust Collective
Stock Index Fund. The objective of the fund is to produce returns that match the
returns of the Standand & Poor's 500 Stock Index. The fund proportionately
invests in each of the stocks that comprise the Standard & Poor's 500 Stock
Index.

The Asset Allocation Fund invests primarily in the Phoenix Total Return
Fund. The objective of the fund is to maximize total returns consistent with
reasonable risk using a combination of stocks, bonds, and money market
investments.

The Fixed Income Fund invests primarily in the PIMCO Total Return Fund.
The objective of the fund is to seek current income and capital appreciation.
The fund invests in bonds with an average maturity of three to six years and
will generally be invested in high quality securities including U.S. Government
bonds, corporate bonds, mortgage-related securities and money market
investments.

The Money Market Fund invests primarily in the Northern Trust Short-Term
Investment Fund. The objective of the fund is to maximize current income on cash
reserves to the extent consistent with principal preservation and maintenance of
liquidity. The fund invests in high-grade money market instruments with short
maturities.

9
<PAGE> 12
The Company Stock Fund invests primarily in Brush Wellman Inc. Common
Stock.

Prior to January 1, 1995 participants could direct their basic,
supplemental and transfer contributions (as described in the Plan) be invested
in one or more of the following; Income Fund, Equity Fund A, Equity Fund B,
Equity Fund C and the Company Stock Fund in increments of 10%.

The Income Fund invests primarily in the Managed Guaranteed Investment
Contract Fund, the objective of which is to achieve high current income with
stability of principal. The fund is primarily invested in Guaranteed Investment
Contracts.

Equity Fund A invests primarily in the Fidelity U.S. Equity Index Fund.
This fund is a growth and income fund. It seeks a yield that corresponds with
the total return of the Standard & Poor's 500 Stock Index. The fund's share
price will fluctuate and dividend amounts will vary.

Equity Fund B invests primarily in the Fidelity Fund. This fund seeks
long-term capital growth and current return on capital and will select some
securities for their income characteristics, which may limit the potential for
growth. The fund's share price and dividend income will fluctuate as the value
and yields of the securities in its investment portfolio fluctuate.

Equity Fund C invests primarily in Fidelity Puritan Fund. This fund is a
growth and income fund. It seeks capital growth in addition to regular quarterly
dividends. It invests in a broadly diversified portfolio of common stocks,
preferred stocks and bonds, including lower-quality, high yield debt securities.
The fund's share price will fluctuate and dividend amounts will vary.

The Plan, as originally adopted, included a Payroll Stock Ownership Plan
(PAYSOP) feature that applied through 1986. Under the PAYSOP, the Company made
contributions based upon a percentage of payroll and was afforded an additional
credit against federal income tax up to the amount allowable by the Internal
Revenue Code. The PAYSOP contribution by the Company, which could be in Common
Stock of the Company or cash used to purchase Common Stock of the Company, was a
percentage of the compensation paid to all employees who made salary reduction
contributions to the Plan at any time during the year and who were members of
the Plan as of the last pay period of such year. The shares of Common Stock of
the Company contributed or purchased were allocated equally to all eligible
participants.

A participant may borrow funds from his account, excluding his interest
in the PAYSOP Fund, provided such loan is secured by the participant's interest
in his account and evidenced by a promissory note executed by the participant.
The promissory notes are held in trust as a separate fund, Loan Fund, of the
Plan.

Prior to June 1, 1989, participants who were employees of Williams
Advanced Materials Inc. could have directed a portion of their contributions to
be used to purchase insurance policies that were excluded from the former
Williams Advanced Materials Inc. Savings and Investment Plan assets. Life
insurance policies on the lives of participants, purchased under

10
<PAGE> 13
the former Williams Advanced Materials Inc. Savings and Investment Plan prior to
July 1, 1989, may continue to be held.

All costs and expenses incurred in connection with the administration of
the Plan for 1995, 1994, and 1993 were paid by the Company.

Information concerning the Plan agreement and the vesting and benefit
provisions is contained in the Summary Plan Description. Copies of this pamphlet
are available from the Plan administrator.

NOTE C - At retirement, death or other termination, a participant (or his death
beneficiary) is eligible to receive a distribution of all employee, Company
matching and PAYSOP contributions credited to the employee's account plus or
minus any net gain or loss thereon.

The value of distributions and withdrawals is based on the value of a
participant's account on the valuation date immediately preceding the date of
distribution or withdrawal and is deducted from the participant's account as of
such valuation date.

Distribution to a participant or a person designated by the participant
as his death beneficiary is made under one of the following methods as elected
by the participant:

(i) Lump sum payment in cash; or

(ii) Lump sum payment in cash, except that a participant's interest in
the Company Stock Fund and the PAYSOP Fund will be paid in full
shares of Common Stock of the Company, with any fractional shares
being paid in cash.

11
<PAGE> 14
NOTE D - Shares or face value by investment as of December 31, 1995 and December
31, 1994 are as follows:

<TABLE>
<CAPTION>
Shares by Investment
-------------------------
Investment 1995 1994
---------- ---- ----

<S> <C> <C>
Janus Fund 295,341
Templeton Fund 504,346
PFAMCO Equity Income Fund 343,172
Northern Trust Collect Stock Index Fund 511,734
Phoenix Total Return Fund 360,374
PIMCO Total Return Fund 604,454
Northern Trust Short-Term
Investment Fund 6,526,065
Brush Wellman Inc. Common Stock 1,040,441 901,494
Managed Guaranteed Investment
Contract Fund 1,512,976
Fidelity U.S. Equity Index Portfolio 365,096
Fidelity Fund Inc. 137,812
Fidelity Puritan Fund 355,025
Employee Benefit Money Market Fund 84,339 285,392
</TABLE>

In addition, $2,980,787 and $2,579,983 were invested in Participant Promissory
Notes as of December 31, 1995 and December 31, 1994, respectively.

12
<PAGE> 15
NOTE E - The net realized gain (loss) on sales of investments for the Plan years
ended December 31, 1995, December 31, 1994 and December 30, 1993 is as follows:

<TABLE>
<CAPTION>
1995
---------------------------------------------------------------
Investment Shares Cost Proceeds Gain (Loss)
- ---------- ------ ---- -------- -----------
<S> <C> <C> <C> <C>
Janus Fund 33,940 $ 650,645 $ 761,186 $ 110,541
Templeton Fund 103,753 917,868 1,095,507 177,639
PFAMCO Equity Income Fund 53,330 589,799 673,877 84,078
Northern Trust Collective Stock
Index Fund 87,493 932,548 1,264,564 332,016
Phoenix Total Return Fund 82,342 1,225,019 1,642,742 417,723
PIMCO Total Return Fund 117,292 1,144,388 1,288,072 143,684
Brush Wellman Inc. Common Stock 59,224 1,150,567 1,068,537 (82,030)
Managed Guaranteed Investment
Contract Fund 1,729,438 17,296,476 17,510,565 214,089
Fidelity U.S. Equity Index Portfolio 378,019 5,919,589 6,394,588 474,999
Fidelity Fund Inc. 153,786 2,856,184 2,843,565 (12,619)
Fidelity Puritan Fund 379,472 5,617,162 5,623,050 5,888

----------

$1,866,008
==========
</TABLE>

<TABLE>
<CAPTION>
1994
--------------------------------------------------------------
Investment Shares Cost Proceeds Gain (Loss)
- ---------- ------ ---- -------- -----------
<S> <C> <C> <C> <C>
Managed Guaranteed
Investment Contract Fund 14,070,058 $14,226,227 $15,995,011 $1,768,784
Fidelity U.S. Equity Index
Portfolio 10,336 160,766 171,382 10,616
Fidelity Fund Inc. 818 15,157 15,703 546
Brush Wellman Inc. Common
Stock 16,194 522,658 259,110 (263,548)
----------
$1,516,398
==========
</TABLE>

<TABLE>
<CAPTION>
1993
------------------------------------------------------------
Investment Shares Cost Proceeds Gain (Loss)
- ---------- ------ ---- -------- -----------

<S> <C> <C> <C> <C>
Managed Guaranteed
Investment Contract Fund 1,126,525 $1,134,389 $1,185,661 $ 51,272
Fidelity U.S. Equity Index
Portfolio 38,291 588,895 651,164 62,269
Fidelity Fund Inc. 3,620 65,964 73,170 7,206
Fidelity Puritan Fund 872 12,037 13,909 1,872
Brush Wellman Inc. Common
Stock 14,468 580,968 165,625 (415,343)
---------
$(292,724)
========
</TABLE>

The Department of Labor requires that realized gains and losses be calculated
using current cost (cost at the beginning of the Plan year) rather than
historical cost. Realized gains under the current cost method for the year ended
December 31, 1995 are as follows:

<TABLE>
<CAPTION>
Realized
Gain(Loss)
----------
<S> <C>
Brush Wellman Inc. Common Stock $39,520
=======
</TABLE>

13
<PAGE> 16
NOTE F - The unrealized appreciation (depreciation) of investments for the Plan
years ended December 31, 1995, December 31, 1994 and December 30, 1993 is as
follows:

<TABLE>
<CAPTION>
Balance Balance
January 1 December 31
1995 Change 1995
---- ------ ----

<S> <C> <C> <C>
Janus Fund $1,003,066 $ 1,003,066
Templeton Fund 127,958 127,958
PFAMCO Equity Income Fund 689,444 689,444
Northern Trust Collective Stock
Index Fund 1,285,614 1,285,614
Phoenix Total Return Fund 312,645 312,645
PIMCO Total Return Fund 527,054 527,054
Brush Wellman Inc. Common Stock:
- - Brush Wellman Inc. Savings
& Investment Plan $(2,219,813) (102,055) (2,321,868)
- - Williams Advanced Materials Inc.
Savings & Investment Plan 54,421 (54,421)
Managed Guaranteed Investment
Contract Fund:
- - Brush Wellman Inc. Savings
& Investment Plan 176,253 (176,253)
- - Williams Advanced Materials Inc.
Savings & Investment Plan 25,209 (25,209)
Fidelity U.S. Equity Index Portfolio:
- - Brush Wellman Inc. Savings
& Investment Plan 461,819 (461,819)
- - Williams Advanced Materials Inc.
Savings & Investment Plan 10,886 (10,886)
Fidelity Fund Inc.:
- - Brush Wellman Inc. Savings
& Investment Plan (6,359) 6,359
- - Williams Advanced Materials Inc.
Savings & Investment Plan (7,855) 7,855
Fidelity Puritan Fund:
- - Brush Wellman Inc. Savings
& Investment Plan 17,658 (17,658)
- - Williams Advanced Materials Inc.
Savings & Investment Plan (14,845) 14,845
----------
$3,126,539
==========
</TABLE>

14
<PAGE> 17
<TABLE>
<CAPTION>
Balance Balance
December 31 December 31
1993 Change 1994
---- ------ ----
<S> <C> <C> <C>
Managed Guaranteed Investment
Contract Fund $ 1,011,880 (835,627) $ 176,253
Fidelity U.S. Equity
Index Portfolio 603,497 (141,678) 461,819
Fidelity Fund Inc. 91,500 (97,859) (6,359)
Fidelity Puritan Fund 341,875 (324,217) 17,658
Brush Wellman Inc. Common Stock (5,196,130) 2,976,317 (2,219,813)
---------
$1,576,936
==========
</TABLE>

<TABLE>
<CAPTION>
Balance Balance
December 31 December 30
1992 Change 1993
---- ------ ----
<S> <C> <C> <C>
Managed Guaranteed Investment
Contract Fund $ 125,974 $ 885,906 $ 1,011,880
Fidelity U.S. Equity
Index Portfolio 366,829 236,668 603,497
Fidelity Fund Inc. 77,911 13,589 91,500
Fidelity Puritan Fund 184,025 157,850 341,875
Brush Wellman Inc. Common Stock (4,971,795) (224,335) (5,196,130)
-----------
$ 1,069,678
===========
</TABLE>

The Department of Labor requires that unrealized appreciation and
depreciation be calculated using current cost rather than historical cost.
Unrealized gains and losses under the current cost method for the year ended
December 31, 1995 are as follows:

<TABLE>
<CAPTION>
Change in
Unrealized Gain(Loss)
---------------------
<S> <C>
Janus Fund $1,113,607
Templeton Fund 305,597
PFAMCO Equity Income Fund 773,522
Northern Trust Collective Stock Index Fund 1,617,630
Phoenix Total Return Fund 730,368
PIMCO Total Return Fund 670,738
Brush Wellman Inc. Common Stock (278,026)
Managed Guaranteed Investment Contract Fund 12,627
Fidelity U.S. Equity Index Portfolio 2,294
Fidelity Fund Inc. 1,595
Fidelity Puritan Fund 3,075
----------
$4,953,027
==========
</TABLE>

15
<PAGE> 18
NOTE G - The Internal Revenue Service has determined that the Plan is qualified
under Internal Revenue Code Section 401(a) and that the related trust is,
therefore, tax-exempt under Code Section 501(a).

Continued qualification of the Plan depends upon timely adoption and
operational application of certain amendments required as a result of the Tax
Reform Act of 1986 (Act). In the Company's opinion, the Plan is operating in
compliance with the applicable provisions of the Act.

The Company is allowed a federal income tax deduction for its employer
matching contributions to the Plan.

The Plan provides, among other things, for contributions to be made to
the Plan pursuant to a qualified cash or deferred arrangement (CODA) under
Section 401(k) of the IRC. CODA contributions made to the Trust for a
participant will reduce a participant's current compensation and will not be
included in the gross income of the participant for federal income tax purposes
in the year made. Such amounts will, however, be considered as part of the
participant's gross income for purposes of Social Security taxes.

Non-CODA contributions withheld under the Plan from a participant
through payroll deductions will be included in the gross income of the
participant in the year withheld and are not deductible by the participant for
federal income tax purposes.

A participant does not become subject to federal income taxes as a
result of their participation in the Plan until the assets in their account are
withdrawn by, or distributed to, the participant.

NOTE H - The Plan was restated on January 1, 1995. Subsequent amendments Nos.
1 and 2 also effective March 3, 1995 and January 1, 1995 provide for certain
provisions concerning member contributions, distributions and key employee
testing procedures.

16
<PAGE> 19
EIN 34-0119320
PN 003

BRUSH WELLMAN INC.
SAVINGS & INVESTMENT PLAN
DECEMBER 31, 1995

SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES:
<TABLE>
<CAPTION>

CURRENT
INVESTMENTS DESCRIPTION COST VALUE
----------- ----------- ---- -----
<S> <C> <C> <C>
Brush Wellman Inc. Common Stock Common Stock $19,877,694 $17,555,825

Janus Fund Mutual Fund $5,801,586 $6,804,651

Templeton Fund Mutual Fund $4,501,939 $4,629,897

PFAMCO Equity Income Fund Mutual Fund $3,885,041 $4,574,485

Northern Trust Collective Stock Index Fund Mutual Fund $5,714,906 $7,000,520

Phoenix Total Return Fund Mutual Fund $5,446,128 $5,758,773

PIMCO Total Return Fund Mutual Fund $5,952,689 $6,479,743

Northern Trust Short-Term Investment Fund Bank Common/ $6,526,065 $6,526,065
Collective Trust

Participant Promissory Notes Participant Loans $2,980,787 $2,980,787

Employee Benefit Money Market Fund Bank Common/ $84,339 $84,339
Collective Trust
</TABLE>

<PAGE> 20
BRUSH WELLMAN INC.
SAVINGS AND INVESTMENT PLAN
SUMMARY OF PURCHASES AND/OR SALES IN SAME ISSUE IN EXCESS OF 5% OF BEGINNING
PLAN VALUE DECEMBER 31, 1995

<TABLE>
<CAPTION>
PURCHASES SALES
-------------------------- ----------------------------
TRANSACTION DESCRIPTION # TRANS COST # TRANS PROCEEDS GAIN/(LOSS)
----------------------- ------- ---- ------- -------- -----------
<S> <C> <C> <C> <C> <C>
Brush Wellman Inc. Common Stock 16 $2,894,471.17 16 $1,150,566.78 ($82,030.09)

Managed Guaranteed Investment Contract Fund 0 0.00 1 17,296,475.49 214,089.06

Fidelity Equity Index Portfolio 0 0.00 1 5,919,588.76 474,999.47

Fidelity Fund Inc. 0 0.00 1 2,856,183.53 (12,618.21)

Fidelity Puritan Fund 3 5,970.56 2 5,617,162.04 2,926.62

Janus Fund 88 6,452,232.40 66 650,645.81 110,540.59

Templeton Foreign Fund 69 5,419,806.71 81 917,868.00 57,268.09

PFAMCO Equity Income Fund 82 4,474,840.73 73 589,799.73 84,077.53

Northern Trust Collective Stock Index Fund 107 6,647,453.94 62 932,547.85 119,054.53

Phoenix Total Return Fund 60 6,671,147.73 92 1,225,610.49 86,576.09

PIMCO Total Return Fund 69 7,097,076.93 82 1,144,387.75 71,065.75

Participant Promissory Notes 46 1,593,431.53 58 1,152,713.39 0.00
</TABLE>

<PAGE> 21

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Annual Report on Form
10-K under the Securities Exchange Act of 1934 of Brush Wellman Inc. for the
year ended December 31, 1995 of our report dated March 18, 1996, with respect to
the financial statements and schedules of the Brush Wellman Inc. Savings and
Investment Plan included in this Annual Report (11-K) for the year ended
December 31, 1995.

Wright, Wesley & Mills, P.C.

/s/ Wright, Wesley & Mills, P.C.

Cleveland, Ohio
March 18, 1996