TABLE OF CONTENTS




|                             |                                                   |  |  |  |  |  |  | 
|---------------------------- | ------------------------------------------------- |  |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION
|                             | Item 1. Financial Statements                     
|                             | Consolidated Statements of Income                
|                             | Consolidated Balance Sheets                      
|                             | Consolidated Statements of Cash Flows (Unaudited)
|                             | Notes to Consolidated Financial Statements       
|                             | Item 2. Managements Discussion and Analysis     
|PART II OTHER INFORMATION   
|                             | Item 1. Legal Proceedings                        
|                             | Item 6. Exhibits and Reports on Form 8-K         
|SIGNATURES                  



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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




---

FORM 10-Q

(Mark One)

|    |                                                                                         
|--- | ----------------------------------------------------------------------------------------
|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 1, 1999

OR

|      |                                                                                          
|----- | -----------------------------------------------------------------------------------------
|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

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 incorporation or organization) |  | (I.R.S. Employer Identification No.)

|                                         |  |           
|---------------------------------------- |  | ----------
|                                        
|                                        
|                                        
|                                        
|17876 St. Clair Avenue, Cleveland, Ohio  |  | 44110     
|(Address of principal executive offices) |  | (Zip Code)

216-486-4200

Registrants telephone number, including
area code


Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject
 to such filing requirements for the past 90 days. Yes 
 [X]  No  [   ]

As of November 5, 1999 there were 16,328,186 shares of
Common Stock, par value $1 per share, outstanding.



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##### Table of Contents






PART I FINANCIAL INFORMATION

BRUSH WELLMAN INC. AND SUBSIDIARIES




Item 1.   Financial Statements

The consolidated financial statements of Brush Wellman Inc. and
its subsidiaries for the quarter ended October 1, 1999 are
as follows:



| |                                                                                                     
| | ----------------------------------------------------------------------------------------------------
| | Consolidated Statements of Income  Three and nine
	months ended October 1, 1999 and October 2, 1998
|
| | Consolidated Balance Sheets  October 1, 1999 and
	December 31, 1998                                
|
| | Consolidated Statements of Cash Flows  Nine months
	ended October 1, 1999 and October 2, 1998      

1



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##### Table of Contents






Consolidated Statements of Income

(Unaudited)

|                                                          |                                              |                     |            |                   |   |            |            |            |  |   |            |         |  |   |            |         |  
|--------------------------------------------------------- | -------------------------------------------- | ------------------- | ---------- | ----------------- | - | ---------- | ---------- | ---------- |  | - | ---------- | ------- |  | - | ---------- | ------- | -
|                                                          |                                              |                     |            |                  
|                                                          |                                              | Third Quarter Ended |            | Nine Months Ended
|                                                          |                                              |                     |            |                  
|                                                          |                                              | October 1,          |            | October 2,        |   | October 1, |            | October 2,
|(Dollars in thousands except share and per share amounts) |                                              | 1999                |            | 1998              |   | 1999       |            | 1998      
|                                                         
|                                                         
|Net sales                                                 |                                              | $                   | 113,794    |                   |   | $          | 96,240     |            |  | $ | 335,628    |         |  | $ | 313,414    |        
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Cost of sales                                |                     |            | 94,981            |   |            |            | 76,824     |  |   |            | 267,557 |  |   |            | 248,454 |  
|                                                          |                                              |                     |            |                   |   |            |            |            |  |   |            |         |  |   |            |        
|Gross Margin                                              |                                              |                     | 18,813     |                   |   |            | 19,416     |            |  |   | 68,071     |         |  |   | 64,960     |        
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Selling, administrative and general expenses |                     |            | 17,298            |   |            |            | 15,422     |  |   |            | 52,919  |  |   |            | 48,203  |  
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Research and development expenses            |                     |            | 2,191             |   |            |            | 2,185      |  |   |            | 6,207   |  |   |            | 6,357   |  
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Other-net                                    |                     |            | 259               |   |            |            | 1,318      |  |   |            | 287     |  |   |            | 19,979  |  
|                                                          |                                              |                     |            |                   |   |            |            |            |  |   |            |         |  |   |            |        
|Operating Profit                                          |                                              |                     | (935       | )                 |   |            | 491        |            |  |   | 8,658      |         |  |   | (9,579     | )      
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Interest expense                             |                     |            | 913               |   |            |            | 352        |  |   |            | 2,697   |  |   |            | 760     |  
|                                                          |                                              |                     |            |                   |   |            |            |            |  |   |            |         |  |   |            |        
|Income before income taxes                                |                                              |                     | (1,848     | )                 |   |            | 139        |            |  |   | 5,961      |         |  |   | (10,339    | )      
|                                                         
|                                                         
|                                                         
|                                                         
|                                                          | Income taxes                                 |                     |            | (1,296            | ) |            |            | 41         |  |   |            | 793     |  |   |            | (3,515  | )
|                                                          |                                              |                     |            |                   |   |            |            |            |  |   |            |         |  |   |            |        
|Net Income                                                |                                              | $                   | (552       | )                 |   | $          | 98         |            |  | $ | 5,168      |         |  | $ | (6,824     | )      
|                                                          |                                              |                     |            |                   |   |            |            |            |  |   |            |         |  |   |            |        
|Per Share of Common Stock: Basic                          |                                              | $                   | (0.03      | )                 |   | $          | 0.01       |            |  | $ | 0.32       |         |  | $ | (0.42      | )      
|                                                         
|                                                         
|                                                         
|                                                         
|Weighted average number of common shares outstanding      |                                              |                     | 16,200,229 |                   |   |            | 16,197,162 |            |  |   | 16,197,158 |         |  |   | 16,295,836 |        
|                                                         
|                                                         
|                                                         
|                                                         
|Per Share of Common Stock: Diluted                        |                                              | $                   | (0.03      | )                 |   | $          | 0.01       |            |  | $ | 0.32       |         |  | $ | (0.42      | )      
|                                                         
|                                                         
|                                                         
|                                                         
|Weighted average number of common shares outstanding      |                                              |                     | 16,200,229 |                   |   |            | 16,272,126 |            |  |   | 16,261,878 |         |  |   | 16,295,836 |        
|                                                         
|                                                         
|                                                         
|                                                         
|Cash dividends per common share                           |                                              | $                   | 0.12       |                   |   | $          | 0.12       |            |  | $ | 0.36       |         |  | $ | 0.36       |        

See notes to consolidated financial statements.

2



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##### Table of Contents






Consolidated Balance Sheets

(Unaudited)

|                                        |                                                            |                           |         |              |         |   |         |         |         | 
|--------------------------------------- | ---------------------------------------------------------- | ------------------------- | ------- | ------------ | ------- | - | ------- | ------- | ------- | 
|                                        |                                                            | October 1,                |         | December 31,
|(Dollars in thousands)                  |                                                            | 1999                      |         | 1998        
|                                       
|                                       
|Assets                                  |                                                            |                           |         |              |         |   |         |        
|Current Assets                          |                                                            |                           |         |              |         |   |         |        
|                                       
|                                       
|                                       
|                                       
|                                        | Cash and cash equivalents                                  |                           | $       | 5,060        |         |   | $       | 1,938   |        
|                                       
|                                       
|                                       
|                                       
|                                        | Accounts receivable                                        |                           |         | 80,017       |         |   |         | 62,181  |        
|                                       
|                                       
|                                       
|                                       
|                                        | Inventories                                                |                           |         | 110,373      |         |   |         | 103,108 |        
|                                       
|                                       
|                                       
|                                       
|                                        | Prepaid expenses                                           |                           |         | 6,212        |         |   |         | 7,210   |        
|                                       
|                                       
|                                       
|                                       
|                                        | Deferred income taxes                                      |                           |         | 23,632       |         |   |         | 20,087  |        
|                                        |                                                            |                           |         |              |         |   |         |        
|                                        |                                                            | Total Current Assets      |         |              | 225,294 |   |         |         | 194,524 | 
|                                       
|                                       
|                                       
|                                       
|Other Assets                            |                                                            |                           | 43,296  |              |         |   | 44,697  |        
|                                       
|                                       
|                                       
|                                       
|Property, Plant and Equipment           |                                                            |                           | 416,335 |              |         |   | 421,467 |        
|                                       
|                                       
|                                       
|                                       
|                                        | Less allowances for depreciation, depletion and impairment |                           |         | 260,892      |         |   |         | 256,998 |        
|                                        |                                                            |                           |         |              |         |   |         |        
|                                        |                                                            |                           | 155,443 |              |         |   | 164,469 |        
|                                        |                                                            |                           |         |              |         |   |         |        
|                                        |                                                            | $                         | 424,033 |              |         | $ | 403,690 |        
|                                        |                                                            |                           |         |              |         |   |         |        
|Liabilities and Shareholders Equity    |                                                            |                           |         |              |         |   |         |        
|Current Liabilities                     |                                                            |                           |         |              |         |   |         |        
|                                       
|                                       
|                                       
|                                       
|                                        | Short-term debt                                            |                           | $       | 33,216       |         |   | $       | 45,587  |        
|                                       
|                                       
|                                       
|                                       
|                                        | Accounts payable                                           |                           |         | 31,293       |         |   |         | 15,156  |        
|                                       
|                                       
|                                       
|                                       
|                                        | Other liabilities and accrued items                        |                           |         | 29,455       |         |   |         | 26,482  |        
|                                       
|                                       
|                                       
|                                       
|                                        | Dividends payable                                          |                           |         | 1,959        |         |   |         | 1,966   |        
|                                       
|                                       
|                                       
|                                       
|                                        | Income taxes                                               |                           |         | 6,203        |         |   |         | 4,341   |        
|                                        |                                                            |                           |         |              |         |   |         |        
|                                        |                                                            | Total Current Liabilities |         |              | 102,126 |   |         |         | 93,532  | 
|                                       
|                                       
|                                       
|                                       
|Other Long-Term Liabilities             |                                                            |                           | 9,466   |              |         |   | 10,507  |        
|                                       
|                                       
|                                       
|                                       
|Retirement and Post-Employment Benefits |                                                            |                           | 39,954  |              |         |   | 39,448  |        
|                                       
|                                       
|                                       
|                                       
|Long-Term Debt                          |                                                            |                           | 42,305  |              |         |   | 32,105  |        
|                                       
|                                       
|                                       
|                                       
|Deferred Income Taxes                   |                                                            |                           | 9,025   |              |         |   | 6,287   |        
|                                       
|                                       
|                                       
|                                       
|Shareholders Equity                    |                                                            |                           | 221,157 |              |         |   | 221,811 |        
|                                        |                                                            |                           |         |              |         |   |         |        
|                                        |                                                            | $                         | 424,033 |              |         | $ | 403,690 |        
|                                        |                                                            |                           |         |              |         |   |         |        

See notes to consolidated financial statements.

3



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##### Table of Contents






Consolidated Statements of Cash Flows

(Unaudited)

|                                                |                                                              |                                                       |       |            |         |   |        |         |         |  
|----------------------------------------------- | ------------------------------------------------------------ | ----------------------------------------------------- | ----- | ---------- | ------- | - | ------ | ------- | ------- | -
|                                                |                                                              |                                                      
|                                                |                                                              | Third Quarter Ended                                  
|                                                |                                                              |                                                      
|                                                |                                                              | October 1,                                            |       | October 2,
|(Dollars in thousands)                          |                                                              | 1999                                                  |       | 1998      
|                                               
|                                               
|Net Income                                      |                                                              | $                                                     | 5,168 |            |         | $ | (6,824 | )      
|                                               
|                                               
|                                               
|                                               
|Adjustments to Reconcile Net Income to Net Cash |                                                              |                                                       |       |            |         |   |        |        
|                                               
|                                               
|                                               
|                                               
|                                                | Provided From Operating Activities:                          |                                                       |       |            |         |   |        |         |        
|                                               
|                                               
|                                               
|                                               
|                                                | Depreciation, depletion and amortization                     |                                                       |       | 16,645     |         |   |        | 17,334  |        
|                                               
|                                               
|                                               
|                                               
|                                                | Amortization of mine development                             |                                                       |       | 4,408      |         |   |        | 2,792   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Impairment of fixed assets and related intangibles           |                                                       |       |           |         |   |        | 14,273  |        
|                                               
|                                               
|                                               
|                                               
|                                                | Decrease (Increase) in accounts receivable                   |                                                       |       | (17,448    | )       |   |        | (594    | )      
|                                               
|                                               
|                                               
|                                               
|                                                | Decrease (Increase) in inventory                             |                                                       |       | (7,454     | )       |   |        | (7,842  | )      
|                                               
|                                               
|                                               
|                                               
|                                                | Decrease (Increase) in prepaid and other current assets      |                                                       |       | (2,665     | )       |   |        | (1,735  | )      
|                                               
|                                               
|                                               
|                                               
|                                                | Increase (Decrease) in accounts payable and accrued expenses |                                                       |       | 19,459     |         |   |        | (1,727  | )      
|                                               
|                                               
|                                               
|                                               
|                                                | Increase (Decrease) in interest and taxes payable            |                                                       |       | 2,251      |         |   |        | (1,538  | )      
|                                               
|                                               
|                                               
|                                               
|                                                | Increase (Decrease) in deferred income tax                   |                                                       |       | 2,738      |         |   |        | (3,155  | )      
|                                               
|                                               
|                                               
|                                               
|                                                | Increase (Decrease) in other long-term liabilities           |                                                       |       | (541       | )       |   |        | (718    | )      
|                                               
|                                               
|                                               
|                                               
|                                                | Other  net                                                  |                                                       |       | 1,027      |         |   |        | 458     |        
|                                                |                                                              |                                                       |       |            |         |   |        |        
|                                                |                                                              | Net Cash Provided From Operating Activities           |       |            | 23,588  |   |        |         | 10,724  |  
|                                               
|                                               
|                                               
|                                               
|Cash Flows from Investing Activities:           |                                                              |                                                       |       |            |         |   |        |        
|                                               
|                                               
|                                               
|                                               
|                                                | Payments for purchase of property, plant and equipment       |                                                       |       | (11,556    | )       |   |        | (29,267 | )      
|                                               
|                                               
|                                               
|                                               
|                                                | Payments for mine development                                |                                                       |       | (261       | )       |   |        | (294    | )      
|                                               
|                                               
|                                               
|                                               
|                                                | Proceeds from (Payments for) other investments               |                                                       |       | 141        |         |   |        | (12,003 | )      
|                                                |                                                              |                                                       |       |            |         |   |        |        
|                                                |                                                              | Net Cash Used in Investing Activities                 |       |            | (11,676 | ) |        |         | (41,564 | )
|                                               
|                                               
|                                               
|                                               
|Cash Flows from Financing Activities:           |                                                              |                                                       |       |            |         |   |        |        
|                                               
|                                               
|                                               
|                                               
|                                                | Proceeds from issuance of short-term debt                    |                                                       |       | 158        |         |   |        | 38,254  |        
|                                               
|                                               
|                                               
|                                               
|                                                | Repayment of short-term debt                                 |                                                       |       | (13,429    | )       |   |        | (528    | )      
|                                               
|                                               
|                                               
|                                               
|                                                | Proceeds from issuance of long-term debt                     |                                                       |       | 17,200     |         |   |        |        |        
|                                               
|                                               
|                                               
|                                               
|                                                | Repayment of long-term debt                                  |                                                       |       | (7,000     | )       |   |        | (800    | )      
|                                               
|                                               
|                                               
|                                               
|                                                | Issuance of Common Stock under stock option plans            |                                                       |       | 171        |         |   |        | 3,433   |        
|                                               
|                                               
|                                               
|                                               
|                                                | Purchase of Common Stock for treasury                        |                                                       |       |           |         |   |        | (5,390  | )      
|                                               
|                                               
|                                               
|                                               
|                                                | Payments of dividends                                        |                                                       |       | (5,854     | )       |   |        | (7,837  | )      
|                                                |                                                              |                                                       |       |            |         |   |        |        
|                                                |                                                              | Net Cash Provided From (Used in) Financing Activities |       |            | (8,754  | ) |        |         | 27,132  |  
|                                               
|                                               
|                                               
|                                               
|Effects of Exchange Rate Changes                |                                                              |                                                       | (36   | )          |         |   | (48    | )      
|                                                |                                                              |                                                       |       |            |         |   |        |        
|                                                |                                                              | Net Change in Cash and Cash Equivalents               |       |            | 3,122   |   |        |         | (3,756  | )
|                                               
|                                               
|                                               
|                                               
|                                                |                                                              | Cash and Cash Equivalents at Beginning of Period      |       |            | 1,938   |   |        |         | 7,170   |  
|                                                |                                                              |                                                       |       |            |         |   |        |        
|                                                | Cash and Cash Equivalents at End of Period                   |                                                       | $     | 5,060      |         |   | $      | 3,414   |        
|                                                |                                                              |                                                       |       |            |         |   |        |        

See notes to consolidated financial statements.

4



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##### Table of Contents






Notes to Consolidated Financial Statements

(Unaudited)

Note A  Accounting Policies

In managements opinion, the accompanying consolidated
financial statements contain all adjustments necessary to present
 fairly the financial position as of October 1, 1999 and
December 31, 1998 and the results of operations for the nine
 months ended October 1, 1999 and October 2, 1998.

Note B  Special Charge

The Company recorded a special charge of $21.8 million
pre-tax and $15.6 million after-tax in the second quarter
1998, and an additional $0.7 million pre-tax and
$0.5 million after-tax in the third quarter 1998. The charge
 was primarily for write-downs of property, plant and equipment,
inventory and goodwill and increases to environmental reserves.
Of the $22.5 million charge, $5.6 million was charged
to cost of sales and $16.9 million was charged to other-net
on the consolidated income statement for the second quarter 1998.
 The Company determined that the carrying values of various
assets were impaired based upon current cash flow projections and
 therefore the assets should be written down to their estimated
fair market values.

Note C  Inventories

|                                                 |                            |            |         |              |  |   |         |        | 
|------------------------------------------------ | -------------------------- | ---------- | ------- | ------------ |  | - | ------- | ------ | 
|                                                 |                            | October 1, |         | December 31,
|(Dollars in thousands)                           |                            | 1999       |         | 1998        
|                                                
|                                                
|Principally average cost:                        |                            |            |         |              |  |   |         |       
|                                                
|                                                
|                                                
|                                                
|                                                 | Raw materials and supplies |            | $       | 21,087       |  |   | $       | 18,708 | 
|                                                
|                                                
|                                                
|                                                
|                                                 | In process                 |            |         | 71,999       |  |   |         | 60,919 | 
|                                                
|                                                
|                                                
|                                                
|                                                 | Finished                   |            |         | 37,009       |  |   |         | 42,021 | 
|                                                 |                            |            |         |              |  |   |         |       
|                                                 |                            |            | 130,095 |              |  |   | 121,648 |       
|                                                
|                                                
|                                                
|                                                
|Excess of average cost over LIFO inventory value |                            |            | 19,722  |              |  |   | 18,540  |       
|                                                 |                            |            |         |              |  |   |         |       
|                                                 |                            | $          | 110,373 |              |  | $ | 103,108 |       
|                                                 |                            |            |         |              |  |   |         |       

Note D  Pension Expense

The Company revised the expected return on asset assumption used
in calculating the annual expense for its various domestic
pension plans in accordance with SFAS No. 87,
Employers Accounting for Pensions. The assumed
expected rate of return was increased to 10.0% from 9.0% with the
 impact being accounted for as a change in estimate. The Company
believes that this change is a more accurate representation of
the expected performance of the plans assets. The change
resulted in a favorable adjustment of approximately $900,000 to
pre-tax income in the third quarter 1999 and is anticipated to
result in a favorable adjustment of $300,000 in the fourth
quarter 1999. There were no revisions made to the pension plan
benefits, eligibility requirements or funding status.

Note E  Income Taxes

The year-to-date effective tax rate at the end of the third
quarter 1999 was reduced to 13.3% of income before income taxes
from a second quarter 1999 year-to-date tax rate of 26.8%. In
order to affect this change, a tax benefit of 70.1% of the
pre-tax loss was provided for in the third quarter. The lower
year-to-date tax rate resulted from lower anticipated pre-tax
earnings for the year due to the third quarters results and
 the realization of certain tax credits that had not been
contemplated in the effective tax rate prior to the third quarter
 1999. Other tax credits and adjustments do not fluctuate
materially with the level of pre-tax income; therefore, at lower
levels of profitability, these credits and adjustments have a
larger favorable percentage impact on the effective tax rate.

5



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##### Table of Contents



Note F  Comprehensive Income

For the third quarter 1999 and 1998, comprehensive income/(loss)
amounted to $438,988 and $566,372, respectively. Year-to-date
1999 and 1998 comprehensive income/(loss) amounted to $5,171,335
and ($7,002,160), respectively. The difference between net
income/(loss) and comprehensive income/(loss) is the cumulative
translation adjustment for the periods presented.

Note G  Segment Reporting

Selected financial data by business segment as prescribed by SFAS
 No. 131, Disclosures about Segments of an Enterprise
and Related Information, for the third quarter 1999 and
1998 and for the first nine months of 1999 and 1998 are as
follows:

|                                                |  |         |         |             |  |       |         |       |  |   |         |   |  |   |         |  
|----------------------------------------------- |  | ------- | ------- | ----------- |  | ----- | ------- | ----- |  | - | ------- | - |  | - | ------- | -
|                                                |  | Metal   |         | Micro-      |  | All   |         |      
|                                                |  | Systems |         | Electronics |  | Other |         | Total
|(Dollars in thousands)                          |  |         |         |             |  |       |         |      
|Third Quarter 1999                              |  |         |         |             |  |       |         |       |  |   |         |   |  |   |         |  
|Revenues from external customers                |  | $       | 75,099  |             |  | $     | 36,331  |       |  | $ | 2,364   |   |  | $ | 113,794 |  
|                                               
|                                               
|                                               
|                                               
|Intersegment revenues                           |  |         | 67      |             |  |       | 287     |       |  |   |        |   |  |   | 354     |  
|                                               
|                                               
|                                               
|                                               
|Segment profit (loss) before interest and taxes |  |         | (740    | )           |  |       | 2,940   |       |  |   | (3,135  | ) |  |   | (935    | )
|                                               
|                                               
|                                               
|                                               
|                                               
|Third Quarter 1998                              |  |         |         |             |  |       |         |       |  |   |         |   |  |   |         |  
|Revenues from external customers                |  |         | 68,111  |             |  |       | 26,170  |       |  |   | 1,959   |   |  |   | 96,240  |  
|                                               
|                                               
|                                               
|                                               
|Intersegment revenues                           |  |         | 59      |             |  |       | 284     |       |  |   |        |   |  |   | 343     |  
|                                               
|                                               
|                                               
|                                               
|Segment profit (loss) before interest and taxes |  |         | 3,970   |             |  |       | 1,490   |       |  |   | (4,969  | ) |  |   | 491     |  
|                                               
|                                               
|                                               
|                                               
|                                               
|First Nine Months 1999                          |  |         |         |             |  |       |         |       |  |   |         |   |  |   |         |  
|Revenues from external customers                |  |         | 228,537 |             |  |       | 100,857 |       |  |   | 6,234   |   |  |   | 335,628 |  
|                                               
|                                               
|                                               
|                                               
|Intersegment revenues                           |  |         | 211     |             |  |       | 1,145   |       |  |   |        |   |  |   | 1,356   |  
|                                               
|                                               
|                                               
|                                               
|Segment profit (loss) before interest and taxes |  |         | 12,740  |             |  |       | 7,790   |       |  |   | (11,872 | ) |  |   | 8,658   |  
|                                               
|                                               
|                                               
|                                               
|                                               
|First Nine Months 1998                          |  |         |         |             |  |       |         |       |  |   |         |   |  |   |         |  
|Revenues from external customers                |  |         | 227,997 |             |  |       | 80,128  |       |  |   | 5,289   |   |  |   | 313,414 |  
|                                               
|                                               
|                                               
|                                               
|Intersegment revenues                           |  |         | 216     |             |  |       | 890     |       |  |   |        |   |  |   | 1,106   |  
|                                               
|                                               
|                                               
|                                               
|Segment profit (loss) before interest and taxes |  |         | 25,770  |             |  |       | 1,340   |       |  |   | (36,689 | ) |  |   | (9,579  | )

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Item 2.   Managements Discussion and
 Analysis

Forward-Looking Information

Portions of the narrative set forth in this document that are not
 historical in nature are forward-looking statements. The
Companys actual future performance may differ from that
contemplated by the forward-looking statements as a result of a
variety of factors. These factors include, in addition to those
mentioned elsewhere herein, the condition of the markets which
the Company serves (especially as impacted by events in
particular markets, including telecommunications, computer,
automotive electronics and industrial components, or in
particular geographic regions), the success of the Companys
 strategic plans, the timely and successful completion of pending
 capital expansions and Year 2000 remediation projects, tax
rates, exchange rates and the conclusion of pending litigation
matters in accordance with the Companys expectation that
there will be no materially adverse effects.

Results From Operations

Third quarter 1999 sales of $113.8 million were an 18%
improvement over the third quarter 1998 sales. For the first nine
 months of the year, sales of $335.6 million represent a 7%
increase over 1998 and are a record high. In the third quarter
1999, the Company generated a net loss per share of $0.03,
diluted, compared to net income per share of $0.01, diluted, in
the third quarter 1998. For the first three quarters of the year,
 the Company earned $0.32 per share in 1999 and lost $0.42 per
share in 1998. In the second and third quarters 1998, the Company
 recorded a $22.5 million special charge for asset
write-downs and the establishment of certain reserves. Absent the
 special charge, third quarter 1998 earnings would have been
$0.03 per share and 1998 year-to-date earnings would have
been $0.55 per share.

Sales from the Metal Systems Group were $75.1 million in the
 third quarter 1999 compared to $68.1 million in the third
quarter 1998. For the first three quarters of 1999, Metal
Systems sales of $228.5 million are equal to the
comparable period last year. Products sold by the Metal Systems
Group include alloy strip and bulk, beryllium and engineered
material systems.

Sales of alloy strip products, the largest product group within
Metal Systems, increased in the third quarter 1999 over the third
 quarter of 1998. While the dollar value of the sales was higher,
 actual pounds shipped declined slightly as the higher sales
value is due in large part to favorable exchange rates on
international sales. For the first nine months of the year, strip
 sales are 3% higher in value in 1999 than 1998, while pounds
shipped are flat year over year. Alloy strip products are used in
 a wide variety of applications in the telecommunications,
automotive and computer markets.

While the demand for strip products remains strong, sales and
profits continue to be affected by strip mill capacity
constraints and higher start-up costs at the Companys
Elmore, Ohio facility. Capacity constraints and cost
inefficiencies should be relieved when the Alloy Expansion
Project (AEP) becomes more fully operational. The start-up
of the AEP has fallen behind schedule. All of the equipment has
been installed, but the new cast shop and strip mill have not yet
 been able to produce the anticipated output on a consistent
basis. To accelerate the start-up process, the Company retained
the services of additional outside resources and re-directed
internal resources in efforts to focus on equipment reliability
and productive output. The incremental cost of this effort
adversely affected margins in the third quarter 1999 and should
continue to affect margins through the fourth quarter 1999 as
well.

Sales of alloy bulk products in the third quarter 1999 were equal
 to the third quarter 1998, but year-to-date 1998 sales remain
13% behind last years pace. Demand from the oil and gas and
 aerospace markets for traditional alloys has been weak. Sales to
 the undersea cable communications market, which had been delayed
 earlier in the year, started to improve in the third quarter.
The development and commercialization of alloys for the plastic
tooling and aerospace markets by the Companys Lorain, Ohio
facility is taking longer than anticipated.

Engineered material system products, which are manufactured and
sold by the Companys TMI facility, continued to grow in the
 current quarter. For the first nine months, sales of these
products are up 19% from last

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Sales from the Microelectronic Group (MEG) were
$36.3 million in the third quarter 1999, a 39% improvement
over the third quarter last year. For the year, MEG sales of
$100.9 million are up 26% over the first nine months of
1998. Products sold by the MEG include precious and non-precious
metal physical vapor deposition (PVD) targets, specialty
alloys, other precious metal products, direct bond copper,
beryllia ceramics, copper tungsten and thick film circuits. The
continued penetration of sales of PVD targets and other precious
metal products into the optical storage media and decorative and
performance film markets was responsible for a large portion of
this sales growth. The expansion of the manufacturing operations
at Williams Advanced Materials, Inc., a Company subsidiary, and
the introduction of specialty alloys have helped support this
increase in sales. Sales from the Pure Tech facility, which was
acquired at the end of the second quarter 1998, were just
slightly higher in the third quarter 1999 compared to the third
quarter 1998, but were a major contributor to the year-to-date
increase. Sales of ceramic products also increased in the quarter
 and for the year thus far.

Total international sales of Metal Systems and MEG products were
$34.3 million in the third quarter 1999, an improvement of
$5.0 million from the third quarter 1998. For the first nine
 months of the year, international sales were $102.3 million, or
30.5% of total sales, in 1999 compared to $99.5 million, or
31.7% of total sales, in 1998. The majority of these sales are
denominated in foreign currencies, predominately yen, deutschmark
 and sterling.

Gross margin was $18.8 million, or 16.5% of sales in the
third quarter 1999 compared with $19.4 million, or 20.2% of
sales in the third quarter 1998. For the first nine months, gross
 margin was $68.1 million, or 20.3% of sales in 1999 and
$65.0 million or 20.7% of sales in 1998. Included in the
gross margin for the first three quarters of 1998 was
$5.6 million of the special charge. Absent the special
charge, the 1998 year-to-date gross margin would have been
22.5% of sales. Sales volumes are higher in 1999, both for the
quarter and the year, as compared to last year. However, the
majority of the sales increase is in MEG products, which
typically generate lower margins than Metal Systems products.
Further margin reductions were caused by the additional cost from
 the AEP, including the inefficiencies and significantly expanded
 start-up effort in the third quarter, and increased rent and
depreciation as a result of the high level of capital investment
in recent years. These margin reductions more than offset
improvements made in 1999 in various operations, including the
reduction of yield losses and manufacturing costs of direct bond
copper (DBC) products.

Selling, administrative and general expenses (SA&G) were
$17.3 million (15.2% of sales) in the third quarter 1999
versus $15.4 million (16.0% of sales) in the third quarter
1998. For the first three quarters of the year, these expenses
were $52.9 million (15.8% of sales) in 1999 and
$48.2 million (15.4% of sales) in 1998. Higher sales volume
related expenses, amortization of the recently installed computer
 software systems and costs from the company-owned life insurance
 program were the main causes for the increase in the third
quarter. These factors applied to the first nine months as well.
The acquisition of Pure Tech at the end of the second quarter
1998 contributed to the year-to-date increase in 1999s
expenses, although for the third quarter 1999 these expenses were
 unchanged from the year ago period.

Research and development expenses (R&D) were
$2.2 million in the third quarter 1999 and unchanged from
the third quarter 1998. Third quarter year-to-date R&D
expenses of $6.2 million in 1999 were $0.2 million less
 than the same period last year. There have been no major changes
 in the over-all strategic thrust for R&D, although various
R&D personnel were temporarily assigned to assist with the
AEP start-up in the third quarter 1999.

Other-net expense in the third quarter 1999 was $0.3 million
 compared to $1.3 million in the third quarter 1998. For the
first nine months of the year, the net expense was
$0.3 million in 1999 and $20.0 million in 1998. The
1998 expense included $16.9 million of the special charge
discussed above. The majority of the decrease in the expense
between periods, other than from the special charge, is from an
increase in currency exchange gains. The precious metal
consignment fee showed an increase late in the third quarter due
to an increase in precious metal prices and consignment rates.

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As indicated in the notes to the financial statements, the
Company revised the expected rate of return on asset assumption
used to calculate the 1999 pension expense in accordance with
SFAS 87, Employers Accounting for Pensions. The
 rate was increased to 10.0% from 9.0% to more appropriately
reflect the expected performance of the pension plans
assets. The change resulted in a favorable impact of
$0.9 million pre-tax in the third quarter 1999. The
adjustment was recorded against cost of sales, SA&G expenses
and R&D expenses.

Operating profit/(loss) was $(0.9) million in the third quarter
1999 compared to $0.5 million in the third quarter 1998. For
 the first nine months of the year, operating profit was
$8.7 million in 1999 and $(9.6) million in 1998 (but $12.9
million in 1998 excluding the special charge). Metal
Systems operating profit/(loss) for the third quarter was
$(0.7) million in 1999 and $4.0 million in 1998. For the
first nine months, Metal Systems operating profit was $12.7
 million in 1999 and $25.8 million in 1998. The current year
 decline in operating profit resulted from the on-going
production, start-up and cost issues with the AEP and higher
expenses. MEGs operating profit was $2.9 million in
the third quarter and $7.8 million for the nine months
year-to-date in 1999, a strong improvement from the
$1.5 million and $1.3 million earned in the respective
periods in 1999. Increased sales, the Pure Tech acquisition and
lower DBC operating costs combined to increase profitability.

Interest expense was $0.9 million in the third quarter 1999
and $0.4 million in the third quarter 1998. For the first
nine months of the year, interest expense was $2.7 million
in 1999, an increase of $1.9 million from 1998. These
figures are net of interest capitalized in conjunction with
spending on capital projects. Capitalized interest was
$1.2 million through three quarters of 1998 compared to only
 $0.1 million in the first three quarters of 1999 as a
result of the lower capital spending in 1999. The remaining
$0.8 million increase in interest expense for the year was
caused by a combination of higher average interest rates and
higher average debt levels.

The year-to-date tax rate at the end of the third quarter 1999
was reduced to 13.3% of income before income taxes from a second
quarter 1999 year-to-date rate of 26.8%. The lower
year-to-date tax rate resulted from lower anticipated pre-tax
earnings for the year due to the third quarters results. In
 addition, the Company identified and realized certain tax
credits that had not been contemplated in the effective tax rate
prior to the third quarter 1999. Other tax credits and
adjustments do not fluctuate materially with the level of pre-tax
 income; therefore, at lower levels of profitability, these
credits and adjustments have a larger favorable percentage impact
 on the effective tax rate.

Net Income/(loss) was $(0.6) million in the third quarter 1999
and $5.2 million for the first nine months of 1999. Net
income/(loss) for the comparable periods in 1998 was
$0.1 million and $(6.8) million, respectively.

The Company is subject to litigation involving claims relating to
 product liability and other claims relating to alleged beryllium
 exposure (see Legal Proceedings). Management
believes that the Company has substantial defenses and intends to
 vigorously contest such suits. However, the Companys
results of operations could be materially affected by unfavorable
 results in one or more of these cases. Based on information
known to the Company and assuming collectibility of insurance on
covered claims, management believes the outcome of the
Companys pending litigation should not have a material
adverse effect upon the consolidated financial position, results
of operations or cash flow of the Company.

Financial Position

Net cash from operations was $23.6 million in the first nine
 months of 1999 compared to $10.7 million in the first nine
months of 1998. Cash balances increased from $1.9 million at
 December 31, 1998 to $5.1 million at the end of the
third quarter 1999. Accounts receivable and inventories both
increased during 1999, although the increases were generally
offset by changes in other elements of working capital, including
 accounts payable and other accrued items. A portion of the
receivable and inventory increases is due to higher activity
(i.e., sales and cost of sales) in the third quarter 1999 as
compared to the fourth quarter 1998.

Capital expenditures for property, plant and equipment and mine
development were $11.8 million for the first three quarters
of 1999 compared to $29.5 million for the first three
quarters of 1998. The spending level in 1999 is lower than in
recent years as the construction phase of several large capital
projects has reached or is nearing completion. In addition to the
 AEP, recent major investments have been made to expand the
Companys capabilities to produce precious metal specialty
alloy products and copper tungsten products.

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Minor amounts remain to be paid on the capital portion of the
AEP. The project was financed in part by two operating leases
totaling approximately $79.7 million. Payments under facility
lease began in December 1997 while the equipment lease
payments started in 1999.

In 1999, several major information system projects reached
completion and were implemented. The implementation of these
systems and other recent information system upgrades and
replacements at several of the Companys domestic and
international subsidiaries are also part of the over-all Year
2000 compliance program. The Company is actively addressing the
Year 2000 compliance issue for both information technology and
non-information technology equipment (i.e., manufacturing and
other support equipment). The Company estimates that the related
expense for this activity will be approximately $0.6 million
 in 1999. Outside consultants have been contracted to help
identify and remediate any exposures. The Company approached the
required remediation of any Year 2000 issues with its computer
chip based equipment through a five-step approach of inventory,
investigation, remediation, testing and implementation. The Year
2000 compliance effort is substantially completed, but testing
and other remediation work will continue into the fourth quarter.
 If required modifications and conversions are not made on a
timely basis, the Year 2000 issue could have a material adverse
effect on the Companys operations. The Company can provide
no assurance that Year 2000 compliance plans will be successfully
 completed by suppliers and customers on a timely basis, nor has
the Company been able to assess the potential impact of
noncompliance by any customer or supplier. The most likely worst
case scenario would be that some suppliers are unable to deliver
raw materials or that some customers may not order product due to
 production down time while trying to resolve their system
problems. While the Company is attempting to resolve its Year
2000 issues to the best of its understanding, given the
complexity of the issue and the potential costs, the Company
cannot provide absolute assurance that this issue will not have
any impact on the Companys future cash flows or results of
operations. The Company anticipates developing contingency plans
as warranted.

Total balance sheet debt was $75.5 million at the end of the
 third quarter 1999. While this is a decline of $2.2 million
 from December 31, 1998, the average outstanding debt in
1999 is higher than the comparable period of 1998. Short-term
debt decreased $12.4 million during 1999 while long-term
debt increased $10.2 million. In January and
September 1999, the Company amended certain portions of its
revolving credit agreement and a lease agreement for the AEP
including a covenant that limits the outstanding debt to a
multiple of earnings before interest, taxes, depreciation and
amortization (funded debt to EBITDA ratio).

Dividends paid were $0.12 per outstanding share for each quarter
of 1999 and 1998. Through the first three quarters of 1998, the
Company purchased 250,000 shares of Common Stock at a cost of
$5.4 million. There were no purchases of Common Stock in the
 first three quarters of 1999.

The assets of Pure Tech Inc. were acquired for $12.4 million
 at the end of the second quarter 1998. The acquisition was
accounted for as a purchase.

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

Market Risk Disclosures

For information on the Companys market risks, refer to page
 34 of the annual report to shareholders for the year ended
December 31, 1998.

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##### Table of Contents






PART II OTHER INFORMATION




Item 1.  Legal Proceedings

(a) Environmental Proceedings.

Recent Developments Relating to Pending Claims Since the End
of Second Quarter 1999. As previously reported, including in
the Companys annual report on Form 10-K for the year
ended December 31, 1998 (the 1998 10-K) or in
the Companys quarterly reports on Form 10-Q for the
quarters ended April 2, 1999 and July 2, 1999 (the
First Quarter 10-Q and the Second Quarter
10-Q, respectively), by letter dated October 14, 1998,
 the U.S. EPA notified the Company that it was a potentially
responsible party under the Comprehensive, Environmental,
Response, Compensation and Liability Act (CERCLA) for
 the remediation of the Casmalia Resources Hazardous Waste
Management Facility (the Casmalia Disposal Site) in
Santa Barbara, California. The alleged basis for the U.S.
EPAs letter is that the Company was named as a waste
generator on one or more manifests for hazardous wastes
sent to Casmalia Disposal Site. During the third quarter of
 1999, the U.S. EPA offered the Company a de minimus settlement
to resolve its alleged liability at the Casmalia Disposal Site
for $80,466. The Company is reviewing the offer which is open
until December 6, 1999.

Claims Concluded Since the End of Second Quarter 1999. As
previously reported, including in the 1998 10-K, the Company
received a complaint on July 26, 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 initial plaintiffs in that section
were five companies that, pursuant to orders issued by the U.S.
EPA under CERCLA, were spending funds to secure, maintain and
conduct an investigation of the Berks Landfill in Sinking
Springs, Pennsylvania (the Berks Site). The
plaintiffs are alleged to have disposed of wastes at the Berks
Site, which operated from 1950 through October 1, 1986. As a
 result of six amended complaints, this case now has 14
plaintiffs and approximately 140 defendants, consisting of the
former owners or operators of the Berks Site and some of the
transporters and/or generators of waste disposed of at the Berks
Site. The Company reached a settlement agreement with the
plaintiffs in this case on October 14, 1999. In accordance
with the agreement, the Company paid $70,000 and the case against
 the Company will be dismissed.

(b) Beryllium Exposure Claims.

(i)  Non-Employee Claims.

Recent Developments Relating to Pending Claims Since the End
of Second Quarter 1999. As previously reported, including in
the 1998 10-K, the First Quarter 10-Q and the Second Quarter
10-Q, the Company is a defendant in nine product liability cases
in which the plaintiffs allege injury resulting from exposure to
beryllium and beryllium-containing materials, other than as
employees of the Company, and are claiming recovery based on
various legal theories.

Certain developments in Ballinger et al. v. Brush Wellman Inc.
 et al.: On August 30, 1999, the plaintiffs in Ballinger
 filed a motion to amend their complaint. One day later, without
permitting any response as required under the applicable rules,
the Court granted the motion to amend and noted that the
amendment would not extend the current date for the end of
discovery (July 1, 2000). The third amended complaint
purports to add a count for civil conspiracy. Under this
purported theory, the Company is alleged to have conspired with
the United States (specifically, the Atomic Energy Commission and
 its successors including the Department of Energy, the Public
Health Service and its successor, the National Institute for
Occupational Safety and Health), Coors Ceramics Company, The
Beryllium Corporation and its successors Kawecki-Berylco
Industries, Cabot Corporation, Cabot Berylco, NGK-Berylco, NCK
Metal Corporation, and North American Rockwell Corporation, to
conceal the hazards, risks and toxicity of airborne beryllium
dust. The motion to amend contained additional alleged
conspirators not named in the third amended complaint. The
Company has filed a motion to dismiss the conspiracy allegations,
 or in the alternative, for a more definite statement, and has
answered the remaining allegations. On September 7, 1999,
the discovery master appointed earlier in the case ruled in favor
 of the Company on its motion to compel certain discovery
responses and discovery has been continuing. On November 1,
1999, the Company filed motions for summary judgement as to two
of the plaintiffs, which motions remain pending.

11



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##### Table of Contents



As previously reported in the Second Quarter 10-Q, in Gabaldon
 et al. vs. Boeing et al., the Company is a defendant in an
action originally filed in state court in Los Angeles,
California. Mr. Gabaldon alleges that, as a result of his
exposure to various materials including beryllium, as a machinist
 for North American Aviation, he sustained injuries, including an
 interstitial pulmonary fibrosis. Mr. Gabaldon seeks to
recover from the defendants based on various legal theories.
During the third quarter of 1999, this case was removed to
federal court; however, a motion to remove is pending.

Claims Initiated Since the End of Second Quarter 1999. A
complaint was filed against the Company in the United States
District Court for the Western District of Washington by Craig
Hall on October 28, 1999 and was served on the Company on
November 1, 1999. In Craig Hall vs. Brush Wellman Inc., Mr. Hall alleges he contracted chronic beryllium disease
(CBD) from exposure to beryllium and/or beryllium
containing products sold by the Company. The claims against the
Company include theories of products liability, strict liability
and failure to warn. Mr. Hall is suing the Company for
compensatory damages in the amount of $5 million and
punitive damages in the amount of $10 million.

(ii)  Employee and Former Employee Claims.

As previously reported, including in the Companys 1998
10-K, the First Quarter 10-Q and the Second Quarter 10-Q, a
number of the Companys employees and their spouses have
filed law suits against the Company. The plaintiffs in these
cases claim that, during their employment with the Company, they
contracted CBD as a result of exposure to beryllium and
beryllium-containing products.

Certain developments in Gamez et al. v. Brush Wellman Inc. et
al.: On June 29, 1999, the Court upon reconsideration
ruled that the Company was entitled to summary judgement with
respect to the plaintiffs willful misconduct claim. The
plaintiffs subsequently moved for reconsideration both of this
ruling, and of a March 26, 1999 ruling that the Company is
entitled to summary judgement with respect to the
plaintiffs contract and bad faith claims. On
September 10, 1999, the Court ruled in favor of the Company
on both the plaintiffs motions for reconsideration. This
ruling is a final ruling in favor of the Company. The Company
subsequently filed a motion for costs which the plaintiffs have
opposed. The plaintiffs filed a notice of appeal on
October 12, 1999.

As previously reported in the First Quarter 10-Q, the Company is
a defendant in David Norgard et al. v. Brush Wellman Inc.,
 a case filed in the Court of Common Pleas for Cuyahoga County,
Ohio in March, 1999, by an employee and his spouse. The complaint
 alleges that Norgard, while an employee of the Company,
contracted CBD from exposure to beryllium and
beryllium-containing materials, and that his wife has lost
consortium. Plaintiffs seek recovery for alleged intentional tort
 by the Company. On August 13, 1999, the court denied the
Companys motion to dismiss based on the statute of
limitations. The Company answered the complaint on
August 27, 1999. On September 14, 1999, plaintiffs
filed a motion for leave to amend their complaint to add claims
for breach of contract and failure to accommodate a handicap in
violation of Ohio Revised Code section 4112.02. The Company
opposed the motion, which remains pending.

As previously reported in the Second Quarter 10-Q, in Ziegler
v. Brush Wellman Inc., Mr. Ziegler, a former employee of
 the Company, alleges that he has CBD and asserts claims against
the Company for intentional tort, negligent infliction of
emotional distress, fraud and a dual capacity claim
alleging that the Company acted as his physician and was
negligent. The complaint seeks compensatory and punitive damages.
 On July 19, 1999, the Company filed a motion to dismiss the
 plaintiffs claims for fraud and negligent infliction of
emotional distress. The Companys motion was granted on
August 24, 1999.

As previously reported in the Second Quarter 10-Q, in McEwen
v. Brush Wellman Inc. and Jennison v. Brush Wellman Inc.,Messrs. McEwen and Jennison, both former employees of
the Company, allege that each has CBD and their complaints assert
 claims for intentional tort and negligent infliction of emotional
distress. Mr. McEwens wife also claims loss of
consortium. The complaints seek compensatory and punitive damages
 in an unspecified amount. On August 25, 1999, in the McEwencase, the Company filed a motion to dismiss
plaintiffs claim for negligent infliction of emotional
distress. This motion was denied on September 9, 1999. On
August 26, 1999, in the Jennisoncase, the Company
filed a motion to dismiss the plaintiffs claim for
negligent infliction of emotional distress. This motion remains
pending.

12



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##### Table of Contents



(c) Asbestos Exposure Claims.

Recent Developments Relating to Pending Claims Since the End
of Second Quarter 1999. The Companys subsidiary Egbert
Corp. (Egbert) is a co-defendant in twelve cases
making claims for asbestos-induced illnesses allegedly relating
to the former operations of Egbert, then known as The S.K.
Wellman Corp. Egbert is one of a large number of defendants in
each case. Two hundred fifty-eight similar cases previously
reported have been dismissed or disposed of by pretrial
judgement, one by jury verdict of no liability and fourteen
others by settlement for nominal sums.




Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits



| |      |                                                                                                
| | ---- | -----------------------------------------------------------------------------------------------
| | (11) | Statement re computation of per share earnings (filed as
	Exhibit 11 to Part I of this report).

(27)  Financial Data Schedule.

(b) Reports on Form 8-K

There have been no reports on Form 8-K during the quarter
ended October 1, 1999.

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##### Table of Contents






SIGNATURES

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



| |                   
| | ------------------
| | BRUSH WELLMAN INC.



| |                            
| | ---------------------------
| | /s/ John D. Grampa         
| |                            
| | John D. Grampa             
| | Vice President Finance     
| | and Chief Financial Officer

14