MOORE BENJAMIN & CO, PRE 14A, 1994-03-17

MOORE BENJAMIN & CO
PRE 14A, 1994-03-17
PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODS

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Preliminary Copy
----------------

Benjamin Moore & Co.

___________________________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
___________________________

The Annual Meeting of the Shareholders of Benjamin Moore & Co. will be
held on Thursday, the 21st day of April, 1994, at 11:00 o'clock in the morning,
New Jersey time, at the Woodcliff Lake Hilton, Chestnut Ridge Road and Tice
Boulevard, Woodcliff Lake, New Jersey, for the following purposes:

1. To elect six (6) Class III Directors to hold office for three years,
one (1) Class II Director to hold office for two years and one (1)
Class I Director to hold office for one year.

2. To amend the Certificate of Incorporation of the Company so as to
increase the number of authorized shares to 40,500,000 shares,
consisting of 40,000,000 shares of Common Stock, par value Ten
Dollars ($10) per share and 500,000 shares of Preferred Stock, par
value Ten Dollars ($10) per share, as recommended by the Board of
Directors.

3. To amend the Bylaws of the Company relating to committees and to
ratify committee actions.

4. To transact such other business as may properly be brought before the
meeting, or any adjournment thereof.

In accordance with the Bylaws of the Company, the Board of Directors has
fixed the close of business on March 1, 1994, as the record date for the
meeting. Accordingly, only shareholders of record at the close of business on
March 1, 1994, will be entitled to notice of and to vote at the meeting.

Whether or not you expect to be personally present at the meeting, please
complete, date, sign and return the enclosed proxy in the envelope which is
provided.

If you attend, we invite you to stay for lunch after the meeting. In
order that we may plan for lunch, we request you to please complete and return
the enclosed card together with the proxy.

Montvale, New Jersey
March 22, 1994

BY ORDER OF THE BOARD OF DIRECTORS

John T. Rafferty
Secretary

<PAGE>

PROXY STATEMENT

General

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Benjamin Moore & Co., a New Jersey corporation (the
"Company"), of proxies to be used at the Annual Meeting of Shareholders to be
held on the 21st day of April, 1994, at 11:00 o'clock in the morning, New
Jersey time, or at any adjournment or adjournments thereof. Only shareholders
of record at the close of business on March 1, 1994 (the "Record Date") will be
entitled to notice of and to vote at the Meeting.

The principal executive offices of the Company are located at 51 Chestnut
Ridge Road, Montvale, New Jersey 07645. This Proxy Statement and the related
Notice of Annual Meeting of Shareholders and proxy were first sent or given to
shareholders on or about March 22, 1994.

The Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1993, including financial statements, accompanies this Proxy
Statement and the related Notice of Annual Meeting of Shareholders and proxy.

The cost of the solicitation of proxies will be borne by the Company. In
addition to the solicitation of proxies by use of the mails, the Company may
use the services of its officers and regular employees (none of whom will
receive any compensation therefor in addition to their regular compensation) to
solicit proxies, personally or by telephone. Arrangements may also be made
with banks, brokerage houses and other custodians, nominees and fiduciaries to
forward the proxy materials to the beneficial owners, and the Company may
reimburse such banks, brokerage houses, custodians, nominees and fiduciaries
for their reasonable expenses in connection therewith. At the 1993 Annual
Meeting of Shareholders, more than 92% of the outstanding shares were
represented at the meeting in person or by proxy.

Outstanding Shares

As of the close of business on March 1, 1994, there were 9,640,468 shares
of Common Stock, par value $10 per share, outstanding. Each share of Common
Stock is entitled to one vote on all matters with respect to which holders
thereof are entitled to vote, as set forth in the accompanying Notice of Annual
Meeting of Shareholders.

The form of proxy provides space for a shareholder to withhold authority
to vote for any or all nominees for the Board of Directors or to abstain from
voting on the amendment of the Certificate of Incorporation or the amendment of
the Bylaws if the shareholder chooses to do so. The election of Directors
requires a plurality of the votes cast and approval of the amendment of the
Certificate of Incorporation and approval of the amendment of the Bylaws
relating to committees and ratification of committee actions each requires for
adoption the affirmative vote of 66 2/3% of the outstanding shares of Common
Stock of the Company entitled to vote thereon. For purposes of determining the
number of votes cast, only those cast "FOR" or "AGAINST" are included. A proxy
will be voted in favor of the proposals to amend the Certificate of

<PAGE>

Incorporation and Bylaws unless the proxies are otherwise instructed.
Abstentions and broker non-votes are counted only for purposes of determining
whether a quorum is present at the Meeting. Abstentions and broker non-votes
will have the effect of a vote against the proposals to amend the Certificate
of Incorporation and Bylaws. Votes on each of the above matters will be
counted by duly appointed inspectors of election, whose responsibilities are to
ascertain the number of shares outstanding and the voting power of each,
determine the number of shares represented at the Meeting and the validity of
proxies and ballots, count all votes and report the results to the Company.

Proxy Procedure

A properly completed, signed and dated proxy which is received prior to
the Meeting will be voted in the manner specified therein. If authority to
vote for one or more of the nominees for election as Director has not been
withheld on the proxy in accordance with the instructions set forth thereon,
the proxy will be voted for the election of all such nominees; if authority to
vote for one or more of such nominees has been so withheld, the proxy will only
be voted for the election of the balance of such nominees. The proxy will be
voted for not more than eight (8) Directors.

At the date of this Proxy Statement, the Board of Directors does not know
of any matters to be brought before the Meeting which are not set forth in the
accompanying Notice of Annual Meeting of Shareholders. A proxy in the
accompanying form will confer discretionary authority with respect to any such
other matter. If any such other matter or matters are properly brought before
the Meeting or any adjournment(s) thereof, it is the intention of the persons
named in the accompanying form of proxy to vote the shares represented thereby
in accordance with their best judgment.

A shareholder may revoke his or her proxy by giving written notice of
revocation to the Secretary of the Company before the proxy is voted at the
Meeting, by executing and delivering a later dated proxy, or by attending the
Meeting and voting his or her shares in person.

PRINCIPAL SHAREHOLDERS

Set forth below is certain information, as of March 1, 1994 (or in the
case of interests under the Company's Employees' Stock Ownership Benefit Plan
the most recent allocation date), with respect to each person who, to the
knowledge of the Company, may be deemed to own beneficially (within the meaning
of the applicable rules and regulations of the Securities and Exchange
Commission) more than five percent of the Company's Common Stock. In reviewing
the following table, it should be noted that as set forth in the notes thereto,
a substantial number of the shares are held in trusts, the trustees of which
are more than one of the persons named below; accordingly, the number of shares
set forth opposite the name of each such person (and the corresponding
percentage ownership represented thereby) refers, in several instances, to the
same shares.

Shares Owned Approximate
Beneficially Percentage of
as of Outstanding
Name and Address March 1, 1994 Shares
---------------- ------------- ------

Benjamin M. Belcher, Jr. 1,313,240 (1) 13.6
51 Chestnut Ridge Road,
Montvale, New Jersey 07645

John C. Moore 1,359,318 (2) 14.1
51 Chestnut Ridge Road
Montvale, New Jersey 07645

<PAGE>

Richard Roob 1,168,039 (3) 12.1
51 Chestnut Ridge Road
Montvale, New Jersey 07645

Maurice C. Workman 510,938 (4) 5.3
51 Chestnut Ridge Road
Montvale, New Jersey 07645

Benjamin Moore & Co. Employees' Stock 502,784 (5) 5.2
Ownership Benefit Plan Trust
51 Chestnut Ridge Road
Montvale, New Jersey 07645

(1) Includes 688,198 shares held by trusts of which Mr. Belcher, Jr. is
co-trustee. The other co-trustees of said trusts are as follows: (a)
trusts holding a total of 59,200 of such shares--individuals having no
affiliation with the Company; (b) trusts holding 24,000 of such
shares--Mr. Vail; (c) trusts holding 596,998 of such shares--Mr. Roob and
Mr. Moore; and (d) a trust holding 8,000 of such shares--Mrs. Wardell. In
each case, the co-trustees are empowered to make all decisions in respect
of the shares, including the voting and disposition thereof. Also, Mr.
Belcher, Jr. is one of three trustees of the Company's Employees' Stock
Ownership Benefit Plan (described hereafter) which owns 502,784 shares.
Mr. Belcher, Jr. has an interest under the Plan in 1,848 shares. The
other trustees are Mr. Maurice C. Workman and Mr. Richard Roob, each of
whom is a Director of the Company. Mr. Belcher Jr.'s wife owns 724 shares
which are not counted above, and in which he disclaims any beneficial
interest.

(2) Includes 1,340,978 shares held by trusts of which Mr. Moore is a
co-trustee. The other co-trustees of said trusts are as follows: (a)
trusts holding 596,998 of such shares--Mr. Roob and Mr. Belcher, Jr.; (b)
trust holding 346,608 of such shares--brothers of Mr. Moore who are not
named above, Mr. Moore's niece and Mr. John C. Moore, Jr., Mr. Moore's son
who is a nominee for election as a Director; and (c) trusts holding
397,372 of such shares--an attorney having no affiliation with the
Company. In each case, the co-trustees are empowered to make all
decisions in respect of the shares, including the voting and disposition
thereof. Mr. Moore is a second cousin of Mr. Belcher, Jr. Mr. Moore's
wife owns 4,950 shares which are not counted above, and in which he
disclaims any beneficial interest.

(3) Includes 626,757 shares held by trusts of which Mr. Roob is a co-trustee.
The other co-trustees of said trusts are as follows: (a) trusts holding
596,998 of such shares--Mr. Moore and Mr. Belcher, Jr.; (b) a trust
holding 19,200 of such shares--Mrs. Wardell and Mr. Vail; and (c) a trust
holding 10,559 of such shares -- an individual having no affiliation with
the Company and a retiree of the Company. Mr. Roob also is sole trustee
of a trust holding 6,852 of such shares. In each case, the trustees are
empowered to make all decisions in respect of the shares, including the
voting and disposition thereof. Also, Mr. Roob is one of three trustees
of the Company's Employees' Stock Ownership Benefit Plan (described
hereafter) which owns 502,784 shares. Mr. Roob has an interest under the
Plan in 2,541 shares. The other trustees are Mr. Benjamin M. Belcher, Jr.
and Mr. Maurice C. Workman, each of whom is a Director of the Company.
Mr. Roob's wife owns 7,800 shares and each of his two daughters owns 200
shares, which are not counted above, and in which he disclaims any
beneficial interest.

(4) Mr. Workman is one of three trustees of the Company's Employees' Stock
Ownership Benefit Plan (described hereafter) which owns 502,784 shares of
which Mr. Workman has an interest under the Plan in 3,469 shares. The
other trustees are Mr. Benjamin M. Belcher, Jr. and Mr. Richard Roob, each
of whom is a Director of the Company. Mr. Workman's wife owns 2,085
shares which are not counted above, and in which he disclaims any
beneficial interest.

(5) The Company's Employees' Stock Ownership Benefit Plan (described
hereafter) owns these shares and the three trustees are Mr. Benjamin M.
Belcher, Jr., Mr. Richard Roob and Mr. Maurice C. Workman, each of whom is
a Director of the Company.

<PAGE>

PROPOSAL NO. 1
ELECTION OF DIRECTORS

Pursuant to the Company's Certificate of Incorporation and Bylaws, the
Board of Directors is divided into three classes. Each year the Directors in
one class are elected to serve terms of three years.

The Board of Directors has nominated Ward C. Belcher, Ralph W. Lettieri,
Lee C. McAlister, Richard Roob and Maurice C. Workman, all of whom were
previously elected by the shareholders and are currently Directors of the
Company, for election as Class III Directors at the 1994 Annual Meeting of
Shareholders. In addition, the Board of Directors has nominated John C. Moore,
Jr., the son of John C. Moore who currently is a Director and who will retire
as a Director at the 1994 Annual Meeting of Shareholders, for election as a
Class III Director at the 1994 Annual Meeting. These nominees for election as
Class III Directors, if elected, will each hold office for a three-year term
until the 1997 Annual Meeting of Shareholders and until a successor has been
duly elected and qualified.

The Board of Directors has also nominated Frank W. Burr and Gerald W.
Moore for election as Class II and Class I Directors, respectively. Mr. Frank
W. Burr, if elected, will hold office for a two-year term until the 1996 Annual
Meeting of Shareholders and until his successor has been duly elected and
qualified and Mr. Gerald W. Moore, if elected, will hold office for a one-year
term until the 1995 Annual Meeting of Shareholders and until his successor has
been duly elected and qualified.

The persons named as proxies in the accompanying form of proxy have
advised the Company that, unless otherwise instructed, they intend to vote the
shares covered by duly executed proxies for the election of Ward C. Belcher,
Ralph W. Lettieri, Lee C. McAlister, Richard Roob, Maurice C. Workman, John C.
Moore, Jr., Frank W. Burr and Gerald W. Moore. All of the nominees have agreed
to serve if elected. Should any such person become unable or unavailable for
election as a Director, an event which the Board of Directors does not
anticipate, the individuals appointed as proxies reserve the right to vote such
shares for the election of such substitute nominee(s) as the Board of Directors
may propose.

The following table sets forth certain information with respect to the six
(6) nominees for election as Class III Directors to hold office for three
years, the one (1) nominee for election as a Class II Director to hold office
for two years and the one (1) nominee for election as a Class I Director to
hold office for a term of one year, and with respect to each Director whose
term of office will continue after the Meeting. See also "Ownership of
Securities by Nominees and Directors", below.

Nominees For Election
Year Term Served as
of Office a Director
Name Age Principal Occupation Will Expire Since
- ---- --- -------------------- ----------- -----

Class III Directors

Ward C. Belcher 47 Vice President-Operations of the 1997 1988
Company since 1989 (1)

Ralph W. Lettieri 74 Consultant to the Company since 1988; 1997 1967
Executive Vice President of the Company
from 1977 until retirement in 1988

Lee C. McAlister 72 Consultant to the Company since 1982 1997 1967

<PAGE>

John C. Moore, Jr. 49 Employed by Electronic Data Systems (EDS) 1997 -
Consulting Business Unit which consults
on the use of information technology for
the operational needs of business,
since 1989

Richard Roob*+ 61 Chairman of the Board of Directors 1997 1979
of the Company since 1984

Maurice C. Workman*+ 65 President of the Company since 1970 1997 1963

Class II Director

Frank W. Burr 57 Executive Vice President of Alliance 1996 -
Capital Management, L.P., an investment
management company, which is affiliated
with Equitable Life Insurance Company,
from 1989 until retirement in 1993; since
retirement has been an advisor to pension
funds and a private investor

Class I Director

Gerald W. Moore 61 Private investor from 1989 to the present. 1995 -
Formerly Associate Editor of Equipment
Distribution magazine

Directors Whose Terms of Office
Will Continue After the Meeting

Class II Directors

Charles H.
Bergmann*+# 79 President, Palmer Display 1996 1984
Associates since 1962 (2)

Sara B. Wardell # 51 Managing Director, Scoville Memorial 1996 1987
Library, Salisbury, CT, from 1978 to
1993 and since then has been a library
consultant (1)

Joseph Sobie 59 President of Benjamin Moore & Co., 1996 1987
Limited since 1982

Charles C. Vail 50 Vice President-Human Resources 1996 1986
of the Company since 1988

Ward B. Wack + 62 Consultant to the Company since 1978 (1) 1996 1975

Class I Directors

Benjamin M. Belcher,
Jr.* 59 Executive Vice President of the 1995 1975
Company since 1991; Vice
President-Planning and Secretary
of the Company from 1983 to 1991 (1)

Yvan Dupuy 42 Vice President-Sales and Marketing 1995 1990
of the Company since 1988

William J. Fritz* 63 Vice President-Finance and Treasurer of 1995 1980
the Company since 1985

<PAGE>

Michael C. Quaid +# 67 Consultant to the Company since 1991; 1995 1973
Executive Vice President
of the Company from 1988 until
retirement in 1991
______________

* Member of the Executive and Finance Committee.
+ Member of the Audit Committee.
# Member of the Stock Option Plan Committee.

(1) Messrs. B. M. Belcher, Jr. and W. C. Belcher are brothers, Mrs. Wardell is
their sister and Mr. Wack is their first cousin.

(2) Palmer Display Associates, which manufactures and produces advertising and
promotional displays, became a division of Graphic Communications, Inc. in
November 1993.

Ownership of Securities by Nominees and Directors

Set forth below is certain information, as of March 1, 1994 (or in the
case of interests under the Company's Employees' Stock Ownership Benefit Plan
the most recent allocation date), with respect to the shares of Common Stock of
the Company, and with respect to the Common Shares of its Canadian subsidiary,
which may be deemed to be beneficially owned (within the meaning of the
applicable rules and regulations of the Securities and Exchange Commission), by
each nominee for election as a Director of the Company, by each of its
Directors, by each of the executive officers named in the Summary Compensation
Table appearing below and by its Directors and officers as a group. In
reviewing the following table, it should be noted that as set forth in the
notes thereto, a substantial number of the shares are held in trusts, the
trustees of which are more than one of the persons named below; accordingly,
the number of shares set forth opposite the names of each such person (and the
corresponding percentage ownership presented below) refers, in several
instances, to the same shares.

Shares of
Shares of Approximate Canadian Approximate
Company Percentage of Subsidiary Percentage of
Owned as of Outstanding Owned as of Outstanding
Name 3/1/94 Shares 3/1/94 Shares
- ---- ------ ------ ------ ------

Benjamin M. Belcher, Jr. (1) (1) 8,270 (15) .6

Ward C. Belcher 236,945 (2) 2.5 5,490 (16) *

Charles H. Bergmann 84,145 (3) .9

Frank W. Burr

Yvan Dupuy 5,595 (4) * 1,000 *

William J. Fritz 14,385 (5) *

Ralph W. Lettieri 13,950 (6) *

Lee C. McAlister 25,000 (7) * 900 *

Gerald W. Moore 84,240 (8) .9

John C. Moore (1) (1) 4,800 (17) *

John C. Moore, Jr. 346,958 (9) 3.6

Sara B. Wardell 231,708 (10) 2.4 3,060 *

Michael C. Quaid 20,000 (11) * 1,800 *

Richard Roob (1) (1) 7,200 (18) .6

Joseph Sobie 200 * 34,465 (19) 2.7

<PAGE>

Charles C. Vail 113,741 (12) 1.2

Ward B. Wack 250,226 (13) 2.6 6,700 .5

Maurice C. Workman (1) (1) 1,000 *

Directors and Officers 3,025,369 (14) 31.4 65,085 (14) 5.1
as a group (18 persons,
including the above)
_________

* Represents .4% or less of the outstanding shares of Common Stock of the
Company or its Canadian subsidiary.

(1) Reference is made to the information set forth under the caption
"Principal Shareholders" above, and to the table and the notes thereunder.
(2) Mrs. Belcher owns 3,920 shares of the Company's Common Stock of which
2,196 shares are held as Custodian under the Uniform Gifts to Minors Act.
Mr. Belcher disclaims any beneficial interest in such shares which are not
included above. Includes 36,624 shares of the Company's Common Stock held
by trusts of which Mr. Belcher is a co-trustee. The co-trustees are
empowered to make all decisions in respect of the shares. Also includes
1,200 shares in which Mr. Belcher has an interest under the Company's
Employees' Stock Ownership Benefit Plan. In addition, Mr. Belcher is
Custodian of 28,803 of such shares held under the Uniform Gifts to Minors
Act.
(3) Mrs. Bergmann owns 13,081 shares of the Company's Common Stock. Mr.
Bergmann disclaims any beneficial interest in such shares.
(4) Includes 855 shares in which Mr. Dupuy has an interest under the Company's
Employees' Stock Ownership Benefit Plan.
(5) Includes 1,885 shares in which Mr. Fritz has an interest under the
Company's Employees' Stock Ownership Benefit Plan.
(6) Mrs. Lettieri owns 9,050 shares of the Company's Common Stock. Mr.
Lettieri disclaims any beneficial interest in such shares.
(7) Mrs. McAlister owns 2,000 shares of the Company's Common Stock. Mr.
McAlister disclaims any beneficial interest in such shares.
(8) Held by two trusts of which Mr. Gerald W. Moore is a co-trustee. The
other co-trustees are: (a) a trust holding 49,416 of such shares a
brother of Mr. Gerald W. Moore and (b) a trust holding 34,824 of such
shares a bank. The co-trustees are empowered to make all decisions in
respect of the shares, including the voting and disposition thereof.
(9) Includes 346,608 shares held by a trust of which Mr. John C. Moore, Jr. is
a co-trustee with his father, two uncles and cousin. The co-trustees are
empowered to make all decisions in respect of the shares, including the
voting and disposition thereof.
(10) Includes 51,200 shares held by trusts of which Mrs. Wardell is a
co-trustee. The other co-trustees of said trusts are as follows: (a)
trust holding 19,200 of such shares--Mr. Roob and Mr. Vail; (b) trust
holding 24,000 of such shares--Mr. Vail; and (c) trust holding 8,000 of
such shares--Mr. Belcher, Jr. In addition, Mrs. Wardell holds 6,126 of
such shares as Custodian under the Uniform Gifts to Minors Act. Mrs.
Wardell's daughter owns 20,205 shares which are not counted above, and in
which she disclaims any beneficial interest.
(11) Mrs. Quaid owns 3,800 shares of the Company's Common Stock. Mr. Quaid
disclaims any beneficial interest in such shares.
(12) Mrs. Vail owns 200 shares of the Company's Common Stock. Mr. Vail
disclaims any beneficial interest in such shares. Includes 108,800 shares
of the Company's Common Stock held by trusts of which Mr. Vail is a
co-trustee. The other co-trustees of said trusts are as follows: (a)
trusts holding 24,000 of such shares--Mr. Belcher, Jr.; (b) trust holding
19,200 of such shares--Mr. Roob and Mrs. Wardell; (c) trust holding 24,000
of such shares--Mrs. Wardell; (d) trust holding 33,600 of such shares--an
attorney having no affiliation with the Company and Mr. Wack; and

<PAGE>

(e) trust holding 8,000 of such shares--an individual having no
affiliation with the Company. The co-trustees are empowered to make all
decisions in respect of the shares, including the voting and disposition
thereof. Also includes 641 shares in which Mr. Vail has an interest
under the Company's Employees' Stock Ownership Benefit Plan.
(13) Includes 33,600 shares of the Company's Common Stock held by a trust of
which Mr. Wack is a co-trustee. The other co-trustees are an attorney
having no affiliation with the Company and Mr. Vail. The co-trustees are
empowered to make all decisions in respect of the shares, including the
voting and disposition thereof. Mrs. Wack owns 200 shares, in which Mr.
Wack disclaims any beneficial interest.
(14) Shares which may be deemed to be owned by more than one officer or
Director have been counted only once for purposes of the group totals.
(15) Includes 4,800 shares held by a trust of which Mr. Belcher, Jr. is a
co-trustee. The co-trustees are empowered to make all decisions in
respect of the shares, including the voting and disposition thereof.
(16) Includes 1,230 shares held as custodian for children.
(17) Held by a trust of which Mr. Moore is a co-trustee. The co-trustees are
empowered to make all decisions in respect of the shares, including the
voting and disposition thereof.
(18) Includes 4,800 shares held by a trust of which Mr. Roob is a co-trustee.
The co-trustees are empowered to make all decisions in respect of the
shares, including the voting and disposition thereof.
(19) Includes 32,715 shares held by the subsidiary Company's Deferred Profit
Sharing Plan, of which Mr. Sobie is a co-trustee. The other trustees are
an executive of the subsidiary Company and an attorney who serves as
counsel to the subsidiary Company. Mr. Sobie's wife owns 1,750 shares
which are not counted above, and in which he disclaims any beneficial
interest.

Shares owned by the nominees themselves shown above and the nominees' and
Directors' parents, spouses, adult children, brothers or sisters and their
spouses (except those who are Directors of the Company), in which beneficial
ownership is disclaimed, total 1,513,523 shares, or 15.7% of the outstanding
shares.

Committees of the Board of Directors

The Company has an Audit Committee, an Executive and Finance Committee and
a Stock Option Plan Committee, but does not have a Nominating or a Compensation
Committee. The Audit Committee's functions include recommending to the Board
of Directors the engagement of the independent public accountants for the
Company, reviewing with the independent public accountants the plan and results
of the audit engagement, considering the effect of non-audit services upon the
independence of the accountants, approving the fees for audit and non-audit
services, and reviewing with the independent public accountants the adequacy of
the Company's system of internal accounting controls. The Executive and Finance
Committee may exercise all powers of the Board of Directors with certain
exceptions as required by law, and is responsible for the approval of
remuneration arrangements for senior management. The Stock Option Plan
Committee administers the Company's Stock Option Plan approved by the
shareholders on April 15, 1993 and is responsible for granting options under
that Plan.

During 1993, there were four meetings of the Board of Directors, three
meetings of the Audit Committee, five meetings of the Executive and Finance
Committee and two meetings of the Stock Option Plan Committee. Each Director
of the Company attended at least 75% of the meetings of the Board of Directors
and the Committee or Committees of which such person was a member.

<PAGE>

DIRECTOR COMPENSATION

In 1993, all Directors who were not employees of the Company were paid an
annual fee of $25,000 in consideration of their services as such. The annual
fee will be $25,000 for non-employee Directors in 1994.

Charles H. Bergmann (who is a Director of the Company) was also paid a fee
of $5,000 for his services on the Executive and Finance Committee of the Board
of Directors during 1993. Such arrangement will continue in effect during
1994.

Ralph W. Lettieri (who is a Director of the Company) was also paid a fee
for consulting services rendered to the Company during 1993 at an annual rate
of $40,000. Such arrangement will continue in effect during 1994 and the fee
will be at an annual rate of $20,000.

Lee C. McAlister (who is a Director of the Company) was also paid a fee
for consulting services rendered to the Company during 1993 at an annual rate
of $20,000. Such arrangement will continue in effect during 1994.

John C. Moore (who is a Director of the Company) was also paid a fee at an
annual rate of $5,000 for his service on the Executive and Finance Committee of
the Board of Directors during 1993. Such arrangement will terminate in April
1994, upon Mr. John C. Moore's retirement from the Board of Directors.

Michael C. Quaid (who is a Director of the Company) was also paid a fee
for consulting services rendered to the Company during 1993 at an annual rate
of $40,000. Such arrangement will continue in effect in 1994 and the fee will
be at an annual rate of $20,000.

Ward B. Wack (who is a Director of the Company) was also paid a fee of
$40,000 for marketing consulting services to the Company during 1993. Such
arrangement will continue in effect during 1994 and the fee will be at an
annual rate of $20,000.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation
earned by the Company's Principal Executive Officers and each of the other
three most highly compensated executive officers of the Company for each of the
last three fiscal years.

Summary Compensation Table
--------------------------

Long-Term
Annual Compensation All Other
Compensation Awards Compensation
Securities
Underlying
Name and Salary Options
Principal Position Year ($) (1) (#) ($) (2)

Richard Roob 1993 514,850 10,000 11,412
Chairman of the 1992 486,100 -0- 13,664
Board of Directors 1991 470,652 -0- 14,233
Principal Executive Officer

Maurice C. Workman 1993 503,286 10,000 11,412
President 1992 474,900 -0- 13,664
Principal Executive Officer 1991 459,433 -0- 14,233

Benjamin M. Belcher, Jr. 1993 258,914 8,000 11,412
Executive Vice President 1992 245,000 -0- 13,664
1991 218,668 -0- 14,042

<PAGE>

William J. Fritz 1993 248,465 8,000 11,412
Vice President - Finance 1992 237,000 -0- 13,664
and Treasurer 1991 225,000 -0- 14,228

Charles C. Vail 1993 186,200 8,000 10,756
Vice President - 1992 178,000 -0- 12,605
Human Resources 1991 169,000 -0- 13,024
_________

(1) Salary includes amounts deferred pursuant to salary reduction elections
made under the Company's Deferred Savings and Investment Plan (a "401(k)
Plan") which does not have a Company matching contribution.
(2) Includes imputed interest pursuant to the Internal Revenue Code of 1986
with respect to promissory notes without stated interest delivered in
partial payment for the purchase of Common Stock under the Employees'
Stock Purchase Plan. See caption "Compensation Committee Interlocks and
Insider Participation" below. Also includes the fair market value of
shares allocated under the Employees' Stock Ownership Benefit Plan.

Revised Retirement Income Plan and Excess Benefit Plan

The following table shows, as of December 31, 1993, estimated annual
benefits payable upon retirement at age 65 under the Company's Revised
Retirement Income Plan (the "Retirement Plan") assuming that an employee would
be entitled to receive benefits under the Retirement Plan provisions which
would yield the largest benefit.

Pension Plan Table
------------------

Years of Credited Service
Highest Average ----------------------------------------------------------
Earnings Over
3 Consecutive Years 10 Years 20 Years 30 Years 35 Years 40 Years 45 Years
- ------------------- -------- -------- -------- -------- -------- --------

$200,000 28,474 56,948 85,423 99,660 114,660 129,660
250,000 35,974 71,948 107,923 125,910 144,660 163,410
300,000 43,474 86,948 130,423 152,160 174,660 197,160
350,000 50,974 101,948 152,923 178,410 204,660 230,910
400,000 58,474 116,948 175,423 204,660 234,660 264,660
450,000 65,974 131,948 197,923 230,910 264,660 298,410
500,000 73,474 146,948 220,423 257,160 294,660 332,160
550,000 80,974 161,948 242,923 283,410 324,660 365,910
600,000 88,474 176,948 265,423 309,660 354,660 399,660
650,000 95,974 191,948 287,923 335,910 384,660 433,410

The maximum number of years of credited service under the Retirement Plan
is capped at 35 years except for employees hired prior to January 1, 1970.

Under the Company's Retirement Plan, which is a non-contributory,
qualified, defined benefit plan, the Company makes actuarially determined
annual contributions on behalf of substantially all of its United States
employees who have completed at least one year of service with the Company. As
of December 31, 1993, Messrs. Roob, Workman, Belcher, Jr., Fritz and Vail had
respectively 17, 43, 32, 38 and 11 years credited service under the Plan. The
compensation covered by the Retirement Plan is that described under the
"Salary" column of the Summary Compensation Table. Benefits shown in the
Pension Plan Table are computed on the basis of a straight life annuity and are
not subject to offset for Social Security. To the extent that an employee's
retirement benefit as computed in accordance with the Plan exceeds maximum
amounts permitted under the Internal Revenue Code of 1986, the difference will
be paid by the Company under the Company's unfunded Excess Benefit Plan
approved by the Board of Directors which provides a compensating non-qualified
annual retirement supplement.

<PAGE>

Canadian Subsidiary Plans

The Company's Canadian subsidiary, Benjamin Moore & Co., Limited,
maintains a non-contributory defined benefit pension plan which is qualified
for tax purposes under the laws of Canada, as well as an excess benefit plan
and a qualified profit sharing plan. The plans provide benefits to employees
of the Canadian subsidiary similar to those provided by the Company's
Retirement Plan and Excess Benefit Plan and Employees' Stock Ownership Benefit
Plan, described above.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

The following persons serve as members of the Executive and Finance
Committee, which establishes the compensation of the Company's executives.

Benjamin M. Belcher, Jr.*
Charles H. Bergmann
William J. Fritz*
John C. Moore
Richard Roob*
Maurice C. Workman*

* Denotes Company officer/employee during 1993

In 1993, the Company had transactions in the ordinary course of business
with Palmer Display Associates in the amount of $252,746 for the purchase of
point of sale promotional materials. In 1994, the Company anticipates making
similar purchases from them. Mr. Bergmann (who is a Director of the Company)
is the President of Palmer Display Associates. The Company believes that the
amounts paid by the Company for the goods and services purchased are reasonable
and competitive with those prices offered by other vendors.

The following officers and Directors of the Company were indebted to the
Company in amounts greater than $60,000 since January 1, 1993 under full
recourse promissory notes delivered in partial payment for the purchase of
Common Stock under the Employees' Stock Purchase Plan approved by the
shareholders of the Company. The highest amounts outstanding under such notes
for such persons since January 1, 1993 were on January 1, 1993 and the amounts
outstanding at March 1, 1994 were as follows:

January 1, 1993 March 1, 1994
--------------- -------------

Benjamin M. Belcher, Jr. $124,571 $103,833
Ward C. Belcher 153,369 123,603
Richard H. Delventhal 116,634 95,933
Yvan Dupuy 120,748 88,446
William J. Fritz 99,001 86,335
John J. Oberle 64,453 51,834
John T. Rafferty 137,156 117,472
Richard Roob 153,369 123,603
Charles C. Vail 111,343 86,335
Maurice C. Workman 116,167 95,933

<PAGE>

The foregoing amounts represent the aggregate principal balances
outstanding under interest bearing promissory notes and promissory notes
without stated interest. The notes were given in connection with the purchase
of the Company's Common Stock which generally occurred on (a) February 28,
1986, (b) July 22, 1988 and (c) January 1, 1991, respectively, at the then
current fair value as determined in accordance with the terms of the Employees'
Stock Purchase Plan approved by the shareholders of the Company. The
promissory notes are secured by the shares to which they relate. Effective
October 1, 1993, the stated interest rate on any outstanding interest bearing
promissory notes was reduced to 5%. In addition, on and after January 1, 1991,
all purchases under the Employees' Stock Purchase Plan under full recourse
promissory notes have been without stated interest.

Messrs. Ward C. Belcher, Michael C. Quaid and Richard Roob were also
indebted to the Company's Canadian subsidiary, Benjamin Moore & Co., Limited,
under full recourse promissory notes with an interest rate of 8.02%, given in
connection with the purchase of Common Shares of the Canadian subsidiary on
June 17, 1988 by each of such persons under similar circumstances. Effective
January 1, 1993, the stated interest rate on these notes was reduced to 6%.
The amount outstanding under each of such notes for each such officer and
Director at March 1, 1994 was $11,411 ($15,414 Canadian) and the highest amount
outstanding under such notes for each of such persons since January 1, 1993 was
$14,490 ($19,573 Canadian). Mr. Yvan Dupuy was also indebted to Benjamin
Moore & Co., Limited under a full recourse promissory note without stated
interest given in connection with the purchase of Common Shares of Benjamin
Moore & Co., Limited on February 3, 1992. The amount outstanding on March 1,
1994 in the case of Mr. Dupuy was $36,139 ($48,817 Canadian) and the highest
amount outstanding under such note since January 1, 1993 was $41,332 ($55,831
Canadian).

REPORT ON EXECUTIVE COMPENSATION

The executive compensation program of the Company is administered by the
Executive and Finance Committee of the Board of Directors except that the Stock
Option Plan is administered by the Stock Option Plan Committee. The Executive
and Finance Committee is composed of Benjamin M. Belcher, Jr., William J.
Fritz, Richard Roob and Maurice C. Workman, four employee Directors who are
executive officers of the Company appearing in the Summary Compensation Table,
and Charles H. Bergmann and John C. Moore who are independent, non-employee
Directors who are substantial beneficial owners of shares of Common Stock. The
Stock Option Plan Committee consists of Charles H. Bergmann, John C. Moore,
Michael C. Quaid and Sara B. Wardell, none of which Directors are eligible to
receive grants under that Plan.

Base Salary

The Company has a philosophy that compensation should provide a level of
base compensation which allows the Company to attract, retain and reward
superior talent. As a general matter, the Company carefully reviews the
performance of employees in determining annual compensation increases. This
performance evaluation is normally made by the various levels of management.
With respect to management level employees whose compensation is less than
$100,000 per year, any compensation increase is approved by the Chairman of the
Board and the President. All compensation increases of management level
employees whose compensation will exceed $100,000 are approved by the Executive
and Finance Committee. Increases for the four employee Directors who are
members of this Committee are determined by the two independent, non-employee
Directors.

It is intended that all future compensation decisions, including those for
the Principal Executive Officers, will take into account individual services
rendered, level and scope of responsibility, experience, an evaluation of

<PAGE>

overall Company performance, the need for motivation and retention of
executives of outstanding abilities, internal equity, and the requirement to be
competitive. This includes recognition of the continuing need for cost of
living adjustments. The stability of the Company's earnings in the recent
recession years and under the conditions of modest economic recovery in 1993
have been favorable. For the year beginning January 1, 1994, however, the
Executive and Finance Committee determined that all employees, including the
Principal Executive Officers and the other individuals appearing in the Summary
Compensation Table, should receive a base salary increase of approximately
3.25% by way of a modest adjustment to reflect modest Company profit
performance in 1993.

Annual Incentives

An annual incentive program was adopted by the Company effective January
1, 1993. It is intended to create a positive link between increased value to
shareholders and annual incentive compensation. Incentive payments under the
profit sharing portion of the program are available to all employees. The
incentive payment is based solely on the achievement of specified levels of
increase in net profits of the Company, with a threshold level below which no
incentive payment is paid. The Executive and Finance Committee has determined
that the incentive opportunities correspond with the performance required to
achieve increasing levels of net income. Target incentive opportunities are
not established for each individual. Rather, incentive opportunities, as an
increasing percentage of base salary directly related to the level of increase
of net income, are the same for all employees of the Company. This profit
sharing opportunity is designed to foster a team based approach.

In addition, approximately 70 employees participate in a management bonus
feature and approximately 30 employees, including those executive officers
named in the Summary Compensation Table, participate in a management incentive
feature. Both the management bonus and the management incentive are based upon
the same levels of increase in net profits of the Company. However, these
features enable the participants to receive an additional incentive payment.

Since an increase in net profits is used to determine the amount of the
annual incentive, the program is positively correlated with the performance of
the Company. No one received any incentive payment for 1993 since the target
threshold level was not exceeded.

Long- Term Incentives

The Company's long-term compensation philosophy is that long-term
incentives should be related to increases in long-term shareholder value so as
to create a mutuality of interest among the Company, employees and
shareholders. To further this objective the Company has awarded stock options
and provides for stock purchases. It also maintains an Employees' Stock
Ownership Benefit Plan.

Stock Options

Stock options encourage and reward efforts that result in corporate
financial success over the long-term as measured by stock price appreciation.
The Stock Option Plan of the Company was approved by the shareholders on April
15, 1993. Grants were made under this Plan on August 10, 1993 to 1,241
eligible employees. Position responsibility, job performance and salary level
were principal factors considered by the Stock Option Plan Committee in
determining the size of such grants. A stock option grant level of 10,000
shares was established for the Principal Executive Officers by relating the
total option price to approximately one and one-half times current salary.
There have been no other grants under the Plan. For a summary of the Plan and
the grants, see the discussion below under the heading, "Proposal No. 3,
Approval of Amendments of the Company Bylaws".

<PAGE>

Stock Purchases

An Employees' Stock Purchase Plan was approved by the shareholders of the
Company on April 20, 1978. This was a continuation of the original plan
established in 1937. It permits the purchase by employees and Directors of
shares of Common Stock at the full fair value current at the time of purchase.
It is believed that stock ownership ensures a direct tie between the interests
of employees and shareholders. For a summary of the indebtedness to the
Company under this Plan of officers and Directors of the Company who are
employees, see the discussion above under the heading, "Compensation Committee
Interlocks and Insider Participation". The Company currently plans to make an
offer on or about March 29, 1994 to approximately 1,200 employees, including
the executive officers named in the Summary Compensation Table, under the
Employees' Stock Purchase Plan.

Employees' Stock Ownership Benefit Plan

The Company maintains an Employees' Stock Ownership Benefit Plan which is
a qualified plan and covers substantially all of its United States employees.
Under the terms of this Plan, the Board of Directors of the Company is
authorized to make contributions from time to time out of the profits or
retained earnings of the Company to the Plan Trust fund; such contributions to
be in an amount and in the form of cash or shares of Common Stock of the
Company as determined by the Board of Directors in its sole discretion.
Contributions, which are deductible expenses for income tax purposes, are
allocated annually to the participants in the Plan in the ratio that the
eligible compensation of each bears to the aggregate eligible compensation of
all such participants. In 1993 the Company contributed to the Plan Trust fund
an amount necessary to make the loan payment due on a loan made on June 30,
1989, which was used to purchase shares for the Employees' Stock Ownership
Plan.

Policy Regarding Section 162(m) of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code, which was recently enacted,
generally limits the corporate deduction to one million dollars for
compensation paid to an employee who on the last day of fiscal years beginning
on or after January 1, 1994 is either the chief executive officer or among the
four most highly compensated officers other than the chief executive officer,
except for qualified performance-based compensation. Options granted under the
Company's Stock Option Plan currently qualify as performance-based compensation
under proposed regulations issued by the Internal Revenue Service. The
Executive and Finance Committee and the Stock Option Plan Committee intend to
take such action as they deem appropriate to preserve the tax deductibility of
compensation paid by the Company to the extent practicable.

JOINT REPORT
EXECUTIVE AND FINANCE COMMITTEE

Benjamin M. Belcher, Jr. William J. Fritz Richard Roob
Charles H. Bergmann John C. Moore Maurice C. Workman

STOCK OPTION PLAN COMMITTEE

Charles H. Bergmann Michael C. Quaid
John C. Moore Sara B. Wardell

<PAGE>

OPTION GRANTS IN 1993

The following table shows all individual grants of stock options under the
Company's Stock Option Plan to the named executive officers of the Company
during calendar year 1993, which was the Company's fiscal year. The options
were granted on August 10, 1993 and become exercisable in three equal
installments on each of the second, third and fourth anniversaries of the date
of grant.

<TABLE> <CAPTION>
Potential
Number of Percent of Realizable Value
Securities Total at Assumed Annual
Underlying Options Exercise Rates of Stock Price
Options Granted to or Appreciation for
Granted Employees in Base Price Expiration for Option Term (2)
Name (#) Fiscal Year ($/Sh)(1) Date 5% 10%
------------ --------- ------------ ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Richard Roob 10,000 4.2 73.26 8/10/2003 $461,500 $1,164,800
Maurice C. Workman 10,000 4.2 73.26 8/10/2003 461,500 1,164,800
Benjamin M. Belcher, Jr. 8,000 3.4 73.26 8/10/2003 369,200 931,840
William J. Fritz 8,000 3.4 73.26 8/10/2003 369,200 931,840
Charles C. Vail 6,000 2.5 73.26 8/10/2003 276,900 698,880

<FN>
(1) The option exercise or base price per share is the fair value of a share
of Common Stock based on the valuation determined by Management Planning,
Inc., 101 Poor Farm Road, Princeton, New Jersey 08540, an independent
consulting firm retained since April 1988 to calculate the current fair
value of the Common Stock on a weekly basis.

(2) As required by the rules of the Securities and Exchange Commission
"(SEC"), potential values stated are based on the prescribed assumption
that the Company's Common Stock will appreciate in value from the date of
grant to the end of the option term (ten years from the date of grant) at
annualized rates of 5% and 10% (total appreciation of 63% and 159%),
respectively. They are not intended to forecast future appreciation, if
any, in the price of the Company's Common Stock. The total of all stock
options granted to employees, including executive officers, during 1993
covering 233,785 shares was less than 2.5% of total shares outstanding
during the year. For this reason, the potential realizable value of such
options for all optionees under the prescribed assumptions is less than
2.5% of the potential realizable value of all shareholders for the same
period under the same assumptions.
</TABLE>

AGGREGATED OPTION EXERCISES IN 1993
AND YEAR END OPTION VALUES

The following table provides information concerning each option exercised
during the last fiscal year of the Company, which is the calendar year, by each
of the named executive officers and the value of unexercised options held by
such executive officers at the end of the fiscal year.

<TABLE> <CAPTION>
Number of
Securities
Underlying Unexercised Value of Unexercised
Shares Options at In-the-Money Options at
Acquired on Value Fiscal Year End (#) Fiscal Year End ($) (1)
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
----------------------- -------------- -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Richard Roob -0- -0- -0-/10,000 -0-/$116,400
Maurice C. Workman -0- -0- -0-/10,000 -0-/$116,400
Benjamin M. Belcher, -0- -0- -0-/8,000 -0-/$93,120
Jr.
William J. Fritz -0- -0- -0-/8,000 -0-/$93,120
Charles C. Vail -0- -0- -0-/6,000 -0-/$69,840

<PAGE>

<FN>
(1) Values stated are based on the option exercise or base price per share of
$73.26 and the fair value of a share of Common Stock on December 31, 1993
of $84.90 per share, as determined by Management Planning, Inc., 101 Poor
Farm Road, Princeton, New Jersey 08540, an independent consulting firm
retained since April 1988 to calculate the current fair value of the
Common Stock on a weekly basis.
</TABLE>

PERFORMANCE GRAPH

The following line graph compares the Company's cumulative total
shareholder return on the Common Stock with the cumulative total return of (i)
the Standard & Poor's 500 Stock Index which is a broad based widely used index
useful for comparison purposes and (ii) a Peer Group of five publicly traded
companies in the coatings business. The Peer Group of companies are Lilly
Industries, Inc., Pratt & Lambert, Inc., RPM, Inc., The Sherwin-Williams
Company and The Valspar Corporation. All returns assume dividend reinvestment
and are weighted on the basis of market capitalization at the beginning of each
year of measurement.

[Performance Graph]

CERTAIN TRANSACTIONS

See the discussion above under the caption "Compensation Committee
Interlocks and Insider Participation".

PROPOSAL NO. 2
AMENDMENT OF THE CERTIFICATE OF INCORPORATION

On February 8, 1994, the Board of Directors of the Company approved,
subject to adoption by shareholders, an amendment of the Certificate of
Incorporation of the Company as restated and amended (the "Certificate of
Incorporation") to increase the authorized Common Stock by an additional
20,000,000 shares of Common Stock, having a par value of Ten Dollars ($10) per
share. As of the Record Date, there are 20,000,000 shares of Common Stock,

<PAGE>

par value Ten Dollars ($10) per share, authorized, of which 9,640,468 are
issued and outstanding and 3,523,844 shares are held as treasury stock. After
the amendment to the Certificate of Incorporation, the Company would have an
aggregate of 26,601,903 shares of Common Stock which are unissued and not
reserved for issuance.

The Board of Directors believes that the increased authorization of Common
Stock is advisable in order to make Common Stock available, as needed, for use
for stock dividends, stock splits, employee benefit plans, rights offerings, a
dividend reinvestment plan and other lawful corporate purposes. The Company
has no present arrangements, commitments, plans or intentions with respect to
the sale or issuance of any additional Common Stock except that the Company has
reserved an aggregate of 1,090,035 shares for issuance under its Employees'
Stock Purchase Plan, and an aggregate of 400,000 shares of Common Stock for
issuance under its Stock Option Plan. However, the Board of Directors does
consider the subject of future stock dividends or stock splits from time to
time. A 100% stock dividend was last declared in 1990 in the form of a
two-for-one stock split. The Board of Directors determined at that time that
the stock dividend reflected a capital structure for the Company which was more
appropriate and suitable for the size and scope of its operations. In
addition, the Board believed that the stock dividend would result in a more
desirable price range for the Company's Common Stock. If the proposed
amendment is authorized, the additional Common Stock would be available for
issuance in the Board's discretion without the accompanying delay and expense
involved in further action by shareholders, except as required by applicable
laws or regulations.

Action, if taken, with respect to a future stock dividend or stock split
will not change any of the terms of the Common Stock nor will it effect any
change in the percentage ownership of outstanding shares of Common Stock of any
shareholder and there would be no change in shareholders' equity attributable
to such shares. However, in the event of such a stock dividend, there would be
an increase in the stated capital of Common Stock in an amount equal to the
aggregate par value of the additional shares distributed and a reduction in the
retained earnings by the same amount on the Company's balance sheet. Although
the aforesaid amount transferred to stated capital from retained earnings
would, as a legal matter, not be available for payment of dividends, the Board
of Directors believes, on the basis of the Company's historical policy of
paying dividends from current earnings, that a stock dividend would not
adversely affect the Company's ability to pay cash dividends on a similar basis
in the future. In the event of a stock split there would be no increase in
stated capital since the par value would be adjusted to provide for the
increased shares.

The additional authorized Common Stock could also conceivably be issued to
make any attempt to acquire control of the Company more difficult. For
example, additional Common Stock could be sold in private placement
transactions to persons, groups or entities who are considered by the Board to
support the Board and to be opposed to a takeover bid, or under other
circumstances that could make more difficult, and thereby discourage, attempts
to acquire control of the Company. The additional shares authorized by the
amendment would augment the Board's ability to issue existing authorized but
unissued shares, treasury shares and up to 500,000 authorized but unissued
shares of Preferred Stock in one or more series (with such rights, preferences
and limitations as the Board may determine) for such a purpose. Issuance of
additional shares on other than a pro rata basis to all shareholders could have
the effect of diluting the ownership interest and voting power of existing
shareholders and, depending on the consideration for which the shares were
issued, could dilute earnings per share.

Except for employee benefit plans and the present intention to continue to
review the subject of declaring a stock dividend or stock split, the Company is
not now a party to any contract, arrangement or understanding relative to the
issuance or sale of any shares of Common Stock for a particular purpose.

Each additional share of Common Stock authorized by the proposed amendment
will have the same rights and privileges as each share of Common Stock
currently authorized or outstanding. With such exceptions as may exist under

<PAGE>

the laws of the State of New Jersey (such as the issuance of shares under
employee benefit plans), the holders of Common Stock have the pre-emptive right
to subscribe for and purchase any new or additional issue of shares of the
Company's Common Stock, or of securities convertible into, or representing the
right to purchase, shares of its Common Stock.

To accomplish the proposed change in the number of authorized shares of
Common Stock, it is proposed that the first sentence of Article THIRD of the
Certificate of Incorporation of the Company be amended to read as follows:

"The aggregate number of shares which the Corporation shall have
authority to issue is 40,500,000 shares, consisting of 40,000,000 shares
of Common Stock, par value ten dollars ($10) per share, and 500,000 shares
of Preferred Stock, par value ten dollars ($10) per share."

No financial statements are furnished in connection with this proposal
inasmuch as they are not deemed material to the exercise of prudent judgment
with respect thereto.

The vote required for the adoption of the amendment will be the
affirmative vote of 66 2/3% of the outstanding shares of Common Stock of the
Company entitled to vote thereon.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT.
---

PROPOSAL NO. 3

APPROVAL OF AMENDMENTS OF THE COMPANY BYLAWS

On August 10, 1993, the Board of Directors of the Company adopted an
amendment to the Company's Bylaws to provide that the Company's Chairman
("Chairman") and President ("President") are not required to be members of the
committee (the "Committee") of the Board that administers the Benjamin Moore &
Co. Stock Option Plan (the "Plan") and similar plans. On February 8, 1994, the
Board further amended the Bylaws to specify that the Chairman and President
need not be members of any committee established with respect to any plan,
practice or arrangement under which options, stock or similar awards or
compensation of any kind may be granted, and adopted a conforming amendment.
The amendments to the Bylaws are subject to approval by the holders of at least
66 2/3% of the outstanding shares of Common Stock of the Company entitled to
vote thereon. The shareholders are being asked to approve the amendments to
the Bylaws and to ratify all actions taken by the Committee prior to their
approval of the amendments.

The Plan provides that each member of the Committee will be a
"disinterested person" within the meaning of Rule 16b-3 promulgated under
Section 16(b) of the Securities Exchange Act of 1934. The Company believes
that the Chairman and President may not be "disinterested persons" within the
meaning of Rule 16b-3. Therefore, the Chairman and President could not serve
on the Committee or any other committee established for the purpose of
administering any plan which was intended to satisfy the requirements of Rule
16b-3.

As a result, it was necessary to amend the Company's Bylaws in order to
permit the Board to establish a committee of the Board which excluded the
Chairman and President. Prior to amendment, the Company's Bylaws provided that
the Board may establish a committee of the Board (in addition to the Executive
and Finance Committee) consisting of at least three directors, but the Chairman
and President were to be members of each such committee. On August 10, 1993,
the Board amended the Bylaws to permit the establishment of a committee, of
which the Chairman and President need not be members, for the purpose of

<PAGE>

administering any plan under which options, stock or similar awards could be
granted. The Board then appointed a Stock Option Plan Committee (the
"Committee") consisting of Charles H. Bergmann, John C. Moore, Michael C. Quaid
and Sara B. Wardell, none of which Directors are eligible to receive grants
under the Plan. The Board further amended the Bylaws on February 8, 1994 to
permit the establishment of such a committee with respect to any plan, practice
or arrangement relative to compensation of any kind. On that date the Board
also amended the Bylaws to conform to these amendments by providing that the
Executive and Finance Committee may exercise (formerly, shall exercise) all
authority of the Board in the management of the Company.

The Bylaws provide that they may be amended by an affirmative vote of at
least 80% of the Directors then in office and the holders of at least 66 2/3%
of the outstanding shares of Common Stock of the Company entitled to vote
generally in the election of Directors.

ARTICLE VIII, Other Committees, of the Bylaws as amended by unanimous
action of the Board on August 10, 1993 and February 8, 1994, now reads as
follows:

The Board of Directors may by resolution adopted by a majority of the
directors then in office, establish one or more committees, in addition to
the Executive and Finance Committee, each such committee to consist of
three or more directors. The chairman of the board and the president
shall be members of each such committee provided, however, the chairman of
the board and president need not be members of any committee which is
established with respect to any plan, practice or arrangement under which
options, stock, or similar awards or compensation of any kind may be
granted.

Section 2 of ARTICLE VII, Executive and Finance Committee, as amended by
unanimous action of the Board on February 8, 1994, now reads as follows:

Section 2. The Executive and Finance Committee shall have and may
exercise all the authority of the Board of Directors in the
management of the Corporation, except as otherwise provided by law.

On August 10, 1993, the Committee granted options to purchase 233,785
shares of the Company's Common Stock, par value $10 per share, to 1,241
eligible employees under the Plan. Since August 10, 1993, the Committee has
acted as administrator of the Plan but has taken no other actions with respect
to the Plan or any plan, practice or arrangement under which options, stock, or
similar awards or compensation of any kind may be granted.

The principal provisions of the Plan are summarized below. This summary,
however, does not purport to be complete and is qualified in its entirety by
the terms of the Plan, the entire text of which is incorporated herein by
reference. A copy of the Plan is available without charge upon oral or written
request from John T. Rafferty, Secretary and General Counsel, Benjamin Moore &
Co., 51 Chestnut Ridge Road, Montvale, New Jersey 07645. His telephone number
is (201) 573-9600. All defined terms used below have the meaning set forth in
the Plan, unless otherwise indicated.

The Plan was approved by the Company's shareholders on April 15, 1993.
The purpose of the Plan is to encourage and enable officers and key members of
management to increase their share ownership in the Company commensurate with
their accountability for and contribution to Company performance, and also to
provide additional opportunities for share ownership to other employees with at
least five years of service, so as to increase employee identification with the
interests of the Company and its shareholders. Increased share ownership will
provide additional incentive for Participants to achieve long-range performance
goals.

<PAGE>

The Plan is administered by the Committee appointed by the Board
consisting of at least two Directors of the Company who are not employees and
who are "disinterested persons" within the meaning of Rule 16b-3 promulgated
under Section 16(b) of the Securities Exchange Act of 1934. If Proposal No. 3
to amend the Bylaws is not approved, the Company expects to amend the Plan to
permit the Chairman and President to serve on the Committee whether or not they
are disinterested persons. The Committee has full and final authority, in its
discretion, to select the eligible Participants in the Plan, to determine the
number of shares subject to each Option granted under the Plan and to establish
the terms and conditions of each grant.

The Plan provides for the granting of Options to purchase Common Stock of
the Company. Each such Option will be an option which is not intended to
qualify as an "incentive stock option" under Section 422 of the Internal
Revenue Code of 1986.

The Committee will determine the number of shares that will be subject to
Options granted to each such Participant. Each Option will be granted at a per
share exercise price equal to the Fair Value of a share of Company Common Stock
on the date of grant. Each Option will expire ten years after the date of the
grant. No Option may be exercised for a period of two years following the
grant, after which each Option will become exercisable at such times and
pursuant to such conditions as the Committee may establish. For Options
granted August 10, 1993, 33 1/3% become exercisable on each of August 10, 1995,
August 10, 1996 and August 10, 1997. Options granted on August 10, 1993, to
the extent then exercisable, will continue to be exercisable for a period of 90
days (but not beyond the stated expiration of the Option) after the termination
of a Participant's employment (other than for misconduct). The 90-day period
is extended to six months in the case of a termination of employment by reason
of a Participant's death or retirement, and in the case of a termination by
reason of disability, the Options will continue to be exercisable as if
employment had not terminated. In the case of a termination of employment by
reason of death or retirement, all Options will become immediately exercisable.
An Option will automatically terminate upon a Participant's termination of
employment for misconduct.

Payment for stock purchased on the exercise of an Option must be made in
full at the time the Option is exercised. To assist Participants in exercising
their Options, the Company may make loans available to Participants up to a
maximum of one-half of the total exercise price of Options exercised by the
Participant in any calendar year. The term of the loan may be up to ten years,
except in cases of exercise after disability or retirement of the Participant,
in which case the term of the loan may be no more than five years. No loan
will be made to a Participant after termination of employment for any reason
other than disability or retirement.

The maximum number of shares of Company Common Stock which may be the
subject of Options granted pursuant to the Plan is 400,000 shares. However, in
the event of a Change in Capitalization, the Committee may adjust the maximum
number and class of shares available for Option grants, the number and class of
shares which are subject to outstanding Options and the exercise price of
outstanding Options. If an Option expires, terminates or is surrendered
without having been fully exercised, the unpurchased or forfeited shares of
Common Stock subject to Option will again become available for the purpose of
the Plan.

Participants wishing to sell, transfer or otherwise dispose of shares of
Common Stock acquired through the Plan must offer such shares to the Company
for repurchase at the then current Fair Value.

<PAGE>

The Board may amend or terminate the Plan at any time. The Board may not
amend the Plan without shareholder approval if such amendment will increase the
number of shares, or change the minimum Option price, of Common Stock which may
be the subject of Options granted under the Plan. Subject to prior termination
by the Board, the Plan shall terminate on April 15, 2003.

Under present Federal tax regulations, there will be no Federal income tax
consequences to either the Company or the Participant upon the grant of an
Option. The Participant will realize ordinary income upon the exercise of an
Option in an amount equal to the excess of the Fair Value of the acquired
Common Stock on the date of exercise over the option price. The Participant's
tax basis in shares acquired upon exercise of an Option will be the fair market
value of the shares on the date income is recognized, and the Participant's
holding period will commence just after that date. If it complies with
applicable withholding requirements, the Company will be entitled to a business
expense deduction in the same amount and at the same time as the Participant
recognizes ordinary income. The gain or loss, if any, realized upon the
Participant's subsequent disposition of such Common Stock will constitute short
or long-term capital gain or loss, depending on the Participant's holding
period.

Options in respect of the following number of shares were granted on
August 10, 1993 to the individuals or groups listed below.

New Plan Benefits
Benjamin Moore & Co. Stock Option Plan

Number of Shares
Name and Position Subject to Options
- ----------------- ------------------

Richard Roob 10,000
Chairman of the Board
Principal Executive Officer
Nominee for Election as Director

Maurice C. Workman 10,000
President
Principal Executive Officer
Nominee for Election as Director

Benjamin M. Belcher, Jr. 8,000
Executive Vice President

William J. Fritz 8,000
Vice President-Finance and Treasurer

Charles C. Vail 6,000
Vice President-Human Resources

Executive Group (10 persons, including the above
5 persons) 64,500

Non-Executive Director Group -0-

Frank W. Burr -0-
Nominee for Election as Director

Ralph W. Lettieri -0-
Nominee for Election as Director

Lee C. McAlister -0-
Nominee for Election as Director

<PAGE>

Gerald W. Moore -0-
Nominee for Election as Director

John C. Moore, Jr. -0-
Nominee for Election as Director

Ward C. Belcher 6,000
Nominee for Election as Director
Associate of Benjamin M. Belcher, Jr.

Sara B. Wardell -0-
Associate of Benjamin M. Belcher, Jr.

All Employees, including Non-Executive 169,285
Officers, as a Group

The exercise price of all Options granted August 10, 1993 is $73.26 per
share.

With respect to grants of Options other than those made August 10, 1993,
the Committee has not made any determination as to any grants of Options. The
Committee intends to review the current compensation and incentives provided to
eligible employees from time to time and determine the appropriateness of
awards thereunder in connection with such periodic reviews. The fair market
value of a share of Common Stock as of March 1, 1994 was $90.60.

If approved, the proposal to amend the Bylaws and ratify all actions of
the Committee would be effective as of August 10, 1993. If the proposal is not
approved, the Chairman and President will be included on the Committee, and the
Plan will be amended accordingly. In that event, since the Company believes
that the Chairman and President may not at all times be "disinterested
persons", certain options granted under the Plan may not be eligible for the
exemption provided under Rule 16b-3.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENTS TO
---
THE BYLAWS AND RATIFICATION OF ALL ACTIONS TAKEN TO DATE BY THE COMMITTEE FOR
THE BENJAMIN MOORE & CO. STOCK OPTION PLAN.

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors of the Company, acting upon the recommendation of
the Audit Committee, has selected Deloitte & Touche as the independent public
accountants for the Company in 1994. Deloitte & Touche and its predecessors,
Deloitte Haskins & Sells and Haskins & Sells, have acted in such capacity since
1957. A representative of Deloitte & Touche is expected to be present at the
Meeting. The representative will have an opportunity to make a statement, and
will be available to respond to appropriate questions.

MISCELLANEOUS

Shareholder Proposal Date

Any shareholder proposal intended to be presented at the 1995 Annual
Meeting of Shareholders must be received by the Company, directed to the
attention of the Secretary, at its principal executive offices at 51 Chestnut
Ridge Road, Montvale, New Jersey 07645 not later than November 22, 1994 to be
considered for inclusion in the Company's Proxy Statement and form of proxy
relating to the 1995 Annual Meeting. Any such proposals must comply in all
respects with the rules and regulations of the Securities and Exchange
Commission.

<PAGE>

Compliance with Section 16(a) of the Securities Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file reports of
ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten-percent shareholders are required by Securities and Exchange
Commission regulations to furnish the Company with copies of all Section 16(a)
forms they file.

Based on review of the copies of such forms furnished to the Company, the
Company believes that during the year 1993 all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten-percent
beneficial owners were met.

AVAILABILITY OF FORM 10-K REPORT

Upon written request, the Company will furnish, without charge, a copy of
its Form 10-K Annual Report for 1993, as filed with the Securities and Exchange
Commission, to any person who, as of the close of business on March 1, 1994,
either held shares of the Company in his or her own name or was the beneficial
owner of shares held in the name of another person. Such shareholders must
make such requests to the Secretary, Benjamin Moore & Co., 51 Chestnut Ridge
Road, Montvale, New Jersey 07645. Owners of shares held in the name of another
person must include in their requests a representation that they were
beneficial owners of shares of Benjamin Moore & Co. as of the close of business
on March 1, 1994.

BY ORDER OF THE BOARD OF DIRECTORS

John T. Rafferty
Secretary

Dated: March 22, 1994

<PAGE>

Benjamin Moore & Co. -- Voting Instructions
51 Chestnut Ridge Road, Montvale, NJ 07645
_________________________________________________________________

EMPLOYEES' STOCK OWNERSHIP BENEFIT PLAN

These Instructions Are Solicited by the Administrative Committee and the
Trustees of the Benjamin Moore & Co. Employees' Stock Ownership Benefit Plan

Pursuant to Article 9, Section 9.01 of the Benjamin Moore & Co. Employees'
Stock Ownership Benefit Plan (the "Plan"), the undersigned hereby instructs the
Administrative Committee and the Trustees of the Plan, and each or any of them,
to vote as designated below, all shares of Common Stock of Benjamin Moore & Co.
held in the account of the undersigned under the Plan as of the close of
business on March 1, 1994, at the Annual Meeting of Shareholders to be held on
April 21, 1994, or any adjournment thereof.

These Instructions when properly executed will be followed in the manner
directed. If no instructions are given on this form or if the form is not
returned, all shares of Common Stock held in your account under the Plan will
be voted in the election of Directors and on any other proposals before the
meeting in the same proportion as shares for which instructions have been
received from Participants in the Plan. If authority to vote for one or more
nominees is withheld, the shares of Common Stock held in your account under the
Plan will be voted only for the balance of such nominees, if any.

<PAGE>

1. Election of six (6) Class III Directors; one (1) Class II Director and one
(1) Class I Director:

FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all
(except as written below) nominees listed below [ ]

Ward C. Belcher Ralph W. Lettieri Lee C. McAlister John C. Moore, Jr.
Richard Roob Maurice C. Workman Frank W. Burr Gerald W. Moore

(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)

_______________________________________________________________________________

2. To amend the Certificate of Incorporation of the Company so as to increase
the number of authorized shares to 40,500,000 shares, consisting of
40,000,000 shares of Common Stock, par value Ten Dollars ($10) per share
and 500,000 shares of Preferred Stock, par value ($10) per share, as
recommended by the Board of Directors.

[ ] FOR this proposal [ ] AGAINST this proposal [ ] ABSTAIN from voting

3. To amend the Bylaws of the Company relating to committees and to ratify
committee actions, as recommended by the Board of Directors.

[ ] FOR this proposal [ ] AGAINST this proposal [ ] ABSTAIN from voting

4. In their discretion, the Administrative Committee and the Trustees are
authorized to vote upon such other business as may properly be brought
before the meeting, or any adjournment thereof.

PLEASE MARK, DATE, SIGN AND RETURN PROMPTLY

_________________________________________

Dated:______________________________, 1994

The signature should agree with the name imprinted to the left.

<PAGE>

PRELIMINARY COPY
----------------

Benjamin Moore & Co. -- Proxy

51 Chestnut Ridge Road, Montvale, NJ 07645
___________________________________________________________________________

This Proxy Is Solicited On Behalf of the Board of Directors

The undersigned hereby appoints Benjamin M. Belcher, Jr., Richard Roob and
Maurice C. Workman as proxies to vote all shares of the undersigned at the
Annual Meeting of Shareholders to be held April 21, 1994. Each of the named
proxies shall have the power to appoint a substitute proxy for himself. The
proxies, or any one of them, shall have the power to vote: (i) only those
shares of the Common Stock of Benjamin Moore & Co. held of record by the
undersigned as of the close of business on March 1, 1994; (ii) at any
adjournment of the meeting; and (iii) upon any subject which may properly be
brought before the meeting. The proxies may vote upon all the matters
described in the proxy statement furnished with this proxy, subject to any
directions indicated below. If no directions are given, this proxy will be
voted "FOR" the election of the nominees listed below, "FOR" the proposal to
amend the Certificate of Incorporation and "FOR" the proposal to amend the
Bylaws.