<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-K

                                  ANNUAL REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999       Commission file number 1-5881

                      BROWN & SHARPE MANUFACTURING COMPANY
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                    050113140
 State or other jurisdiction of                      (I.R.S. Employer
 incorporation of organization)                     Identification No.)

    PRECISION PARK, 200 FRENCHTOWN ROAD, NORTH KINGSTOWN, RHODE ISLAND 02852
             (Address of principal executive offices and zip code)

         Registrant's telephone number, including area code 401-886-2000

           Securities registered pursuant to Section 12(b) of the Act:

       Title of each class             Name of each exchange on which registered
CLASS A COMMON STOCK-PAR VALUE $1.00          NEW YORK STOCK EXCHANGE
  PREFERRED STOCK PURCHASE RIGHTS             NEW YORK STOCK EXCHANGE

          Securities registered pursuant to Section 12 (g) of the Act:

                     CLASS B COMMON STOCK - PAR VALUE $1.00
                                (Title of Class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]

The aggregate market value (as calculated under the rules) of the voting common
stock held by non-affiliates of the Registrant was approximately $27,500,000 as
of March 14, 2000.

There were 13,283,988 Shares of Class A Common Stock and 503,897 Shares of Class
B Common Stock, each having a par value of $1.00 per share, outstanding as of
March 14, 2000.

                       DOCUMENTS INCORPORATED BY REFERENCE

The following documents have been incorporated by reference in the following
parts of the Form 10-K: (1) Definitive Proxy Statement for the April 28, 2000
Annual Meeting incorporated by reference (to the extent specified) in Part III.

Portions of the Annual Report for the year ended December 31, 1999 are
incorporated by reference into Parts I and II.
<PAGE>

                      BROWN & SHARPE MANUFACTURING COMPANY

                                      INDEX
<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----
PART I

<S>  <C>                                                                                               <C>
Item 1    Business...................................................................................   3 - 13
     General.........................................................................................        3
     Repositioning Initiatives.......................................................................        4
     Business Strategy...............................................................................    4 - 6
     Metrology Industry..............................................................................    6 - 8
     MS Group........................................................................................        8
     PMI Division....................................................................................    8 - 9
     CM Division.....................................................................................        9
     BSIS Division...................................................................................        9
     Electronics Division............................................................................        9
     Sales and Distribution..........................................................................   9 - 10
     Engineering and Product Development.............................................................       10
     Foreign Operations..............................................................................       10
     Raw Materials and Sources of Supply.............................................................  10 - 11
     Patents, Licenses, Trademarks, and Proprietary Information......................................       11
     Environmental Matters...........................................................................       11
     Employees.......................................................................................  11 - 12
     Competition.....................................................................................       12
     Backlog.........................................................................................       13
     Significant Customers...........................................................................       13
     Working Capital.................................................................................       13
     Segment Information.............................................................................       13
Item 2    Properties.................................................................................       14
Item 3    Legal Proceedings..........................................................................       15
Item 4A   Executive Officers of the Registrant.......................................................  15 - 16

PART II

Item 5    Market for Registrant's Common Stock and Related Stockholder Matters.......................       16
Item 6    Selected Financial Data....................................................................       16
Item 7    Management's Discussion and Analysis of Financial Condition and Results of
          Operations.................................................................................       16
Item 7A   Qualitative and Quantitative Disclosures About Market Risk.................................       16
Item 8    Financial Statements and Supplementary Data................................................       16
Item 9    Changes in and Disagreements With Accountants on Accounting and
          Financial Disclosure.......................................................................       17

PART III

Item 10   Directors and Executive Officers of the Registrant.........................................       17
Item 11   Management Remuneration and Transactions...................................................       17
Item 12   Security Ownership of Certain Beneficial Owners and Management.............................       17

PART IV

Item 14   Exhibits, Financial Statement Schedules, and Reports on Form 8-K...........................  17 - 18
Signatures...........................................................................................       19
Directors............................................................................................       20
Officers.............................................................................................       20
Investor Information.................................................................................  20 - 21
Financial Statement Schedules........................................................................       22
Exhibit Index........................................................................................  23 - 30
</TABLE>


                                       i
<PAGE>

                                     PART I

ITEM 1 - BUSINESS

General

The Company, which was founded in 1833, is a leading designer, manufacturer, and
marketer of metrology products worldwide under numerous internationally
recognized brand names. Metrology is the science of the physical measurement of
objects using various precision instruments and equipment. The Company's high
precision products measure physical dimensions of, and inspect and verify
conformance to specifications of, components and products and are used in
manufacturing, quality control, and product development operations. The
Company's product line ranges from hand tools and instruments to customized
computer-controlled metrology systems which integrate hardware and software and
are augmented by service, training, and aftermarket support. The Company markets
its metrology products and services in North America, Europe, Asia, South
America, and the Middle East. Important end user markets for the Company's
products include the automotive, aerospace, industrial machinery, electronics,
and computer industries, and the Company's customers include Ford Motor Co.,
Daimler Chrysler, Toyota, General Motors, BMW, Boeing Co., Eastman Kodak Co.
Inc., International Business Machines Corp., Hewlett-Packard Co., General
Electric Co., Caterpillar Inc., United Technologies Corp., Motorola Inc.,
Phillips, Samsung, and Xerox Corp.

The Company's operations are conducted through five management units: Measuring
Systems, Precision Measuring Instruments, Custom Metrology, Brown & Sharpe
Information Systems and Electronics Division.

o    The Measuring Systems Group ("MS"), which accounted for approximately 72%
     of the Company's sales in 1999, manufactures and markets a wide range of
     manual and computer-controlled, high precision Coordinate Measuring
     Machines ("CMM") including "in-process" measuring systems under the Brown &
     Sharpe, Brown & Sharpe--Wetzlar and Brown & Sharpe--DEA brand names.
     Incorporated in the MS Group is After Market Services which offers its
     customers services such as: software, parts, technical support, upgrade and
     rebuilds, training and contract inspection. The Company estimates that it
     has an installed base of over 24,000 CMMs worldwide.

o    The Precision Measuring Instruments Division ("PMI"), which accounted for
     approximately 23% of the Company's sales in 1999, manufactures a wide range
     of mechanical and electronic measuring and inspection tools (including
     height gauges, calipers, dial indicators, and micrometers) which are
     marketed under the Brown & Sharpe, Tesa, Etalon, Interapid, Standard Gage,
     Mauser, Mercer, and Roch brand names through more than 450 distributors and
     catalog houses worldwide.

o    The Custom Metrology Division ("CMD"), accounted for approximately 4% of
     the Company's sales in 1999 and, until its reorganization in 1999, designed
     and engineered specialty products and systems that provided customized
     solutions for unique measurement or inspection problems primarily utilizing
     non-contact technology now, primarily, manufacture only non-contact
     "profile" machines for the measurement of shafts and round components, and
     is expected to manufacture non-contact machines for the measurement of
     airfoils later in 2000.

o    Brown & Sharpe Information Systems ("BSIS"), is developing a software
     system that will be universal to all of the Company's products.

o    The Electronics Division, which consists of Brown & Sharpe Surface
     Inspection Systems, was acquired in 1999, produces metrology tools for
     electronics component manufacturers that focus on the detection and
     classification of micron lever defects on a variety of surfaces as
     companies with traditional dimensional measurement of industry products.
<PAGE>

Repositioning Initiatives

Over the past several years, the Company has undertaken a series of
divestitures, acquisitions and other strategic initiatives which have
repositioned the Company from its historical origins as a machine tool
manufacturer into a leader in the field of metrology. These repositioning
initiatives included:

o    Divestiture of Non-Core Operations. The divestiture of non-strategic
     operations, including the machine tool, pump and hydraulics businesses, and
     Technicomp, Inc. during 1997, which enabled the Company to focus on its
     core metrology technologies and market distribution strengths.

o    Strategic Metrology Acquisitions. Strategic acquisitions which enabled the
     Company to increase greatly the breadth of its metrology product offering
     and the strength of its distribution system. These acquisitions include the
     1994 acquisition of DEA. During 1997, the Company acquired the remaining
     50% of its equity investee ASI, which developed measurement software and
     provided training and services and other aftermarket support to
     manufacturing industries and is now a significant part of MS' aftermarket
     business, and a 50% ownership position in Metroptic Technologies Limited, a
     joint venture located in Israel developing non-contact sensor technologies.
     During 1999, the Company incorporated Brown & Sharpe's Surface Inspection
     Systems to acquire substantially all of the assets and assume certain
     liabilities of Display Inspection Systems, Inc. and Digital Data
     Inspections Systems, LTD., which makes inspection products for the
     electronics market. Later in 1999, the Company acquired a 60% interest in
     QI Tech (subsequently named Brown & Sharpe/Qianshao located in the People's
     Republic of China). The latter investment was entered into in order to
     expand the Company's presence in the Asian market.

o    Rationalization and Consolidation of Operations. Lowering the Company's
     overhead cost structure by reducing duplicative functions and associated
     headcount and by consolidating and rationalizing the Company's
     manufacturing facilities and operations, which enabled the Company to
     increase productivity and efficiency, including the consolidation of all of
     the PMI's manufacturing sites into one location in Renens, Switzerland. In
     1999, the Company implemented a reorganization plan in which it implemented
     a "Focused Factories" strategy for MS which consolidated production of
     specific CMM products to a single manufacturing location. In 1999, the
     Company also reorganized CMD by exiting certain unprofitable non-core
     products to focus on non-contact products such as "Profile" machines and
     machines used to measure airfoils. The Plan also included a reorganization
     of the PMI division as discussed above. (See Management's Discussion and
     Analysis of Financial Condition and Results of Operations.)

Business Strategy

The Company is implementing its strategy based on the following elements:

o    Continue Cost Improvements. The Company intends to continue to implement
     measures designed to reduce its product costs through: (i) standardizing
     product designs worldwide; (ii) increasing the cost-effectiveness of
     product designs; (iii) outsourcing components and products; (iv) increasing
     supplier partnering; and (v) focusing on core manufacturing processes. The
     Company also intends to streamline its sales, marketing, and general and
     administrative processes in an effort to reduce selling, general and
     administrative expenses as a percentage of sales.



                                       2
<PAGE>

o    Develop New Products and End User Markets. The Company's goal is to
     increase net sales by expanding penetration of served industrial end user
     markets and by capitalizing on high growth end user markets such as the
     electronics, computer, and medical industries where metrology needs are
     growing rapidly. To expand in these high growth industries, the Company
     intends to focus on development of software and emerging non-contact
     metrology technologies through continued internal development and through
     strategic acquisitions and technical partnerships. To expand its
     penetration of served industrial end user markets, the Company expects to
     continue the introduction of new metrology systems utilizing both contact
     and non-contact technologies, and to develop sensors and other
     sophisticated products that can be embedded in a variety of manufacturing
     processes. The Company plans to form technical and commercial alliances
     with manufacturers of process equipment to provide enhanced combined
     manufacturing systems utilizing the Company's sensors and other products.

o    Enhance Existing and Develop New Software. The Company intends to emphasize
     research and development of software systems and applications designed to
     meet the evolving metrology needs of its end users. To that end, the
     Company intends to leverage off its software development team of software
     and applications engineers and technicians in the following four areas: (i)
     metrology software for inspection and verification of piece-part integrity
     and conformance to design specifications; (ii) process control software
     designed to detect and correct drifts in part tolerances before the
     manufacturing process produces scrap or improperly configured components;
     (iii) enhanced management information systems that report statistical and
     quality information from the manufacturing process; and (iv) new software
     that will link the Company's CMMs and, therefore, the manufacturing process
     with computer-aided engineering and manufacturing systems that will provide
     the means for real-time feedback, analysis and, ultimately, control of
     manufacturing to design specifications. The Company believes that its
     existing library of metrology software, together with newly developed
     software, should enable it to respond to the growing demand in
     manufacturing for on-line inspection and verification. The Company also
     believes that its experience with CMM software and manufacturing processes
     is critical to the successful development of software that is linked with
     computer aided engineering systems. To meet the needs of this growth
     market, the Company formed BSIS in 1997. This subsidiary, with a common
     Corporate vision, combines all the Company's software development expertise
     under one roof. The Company's objective is to develop the next generation
     of open architecture measurement software having more power and ease of use
     than any product on the market. Incorporating the most accurate metrology
     algorithms in the world, this new software will work effortlessly with
     CAD/CAM systems to facilitate the inspection process. It will also provide
     the user with powerful analysis tools to ensure overall process control.

o    Leverage Worldwide Distribution Capability. Through its acquisitions, Brown
     & Sharpe has expanded its product lines and strengthened its marketing and
     distribution capabilities in Europe, South America, the Middle East, India,
     and China. The 1999 acquisition of Qianshao (60% owned) has given the
     Company direct entry into the China CMM market. The Company plans to
     continue to strengthen and expand its worldwide distribution capability,
     principally by continuing to rationalize its existing distribution network
     and by opening new demonstration centers and adding direct sales capacity
     and distributors where cost effective. The Company also intends to
     capitalize on the strength of its global distribution network by increasing
     the number of Company-designed and third-party sourced products sold
     through its distribution channels in an effort to increase gross profit
     without a corresponding increase in selling, general and administrative
     expenses.

o    Increase Aftermarket Sales and Services. The Company intends to increase
     its focus on higher margin aftermarket sales and services, including
     consulting services, calibration and rebuilding of CMMs, software upgrades,
     and parts sales. The Company believes that the worldwide installed base of
     CMMs, estimated at over 80,000 (including 24,000 of the Company's CMMs),
     creates a significant demand for such aftermarket services.



                                       3
<PAGE>

The Company believes that the level of customer service it provides, as measured
by third-party surveys of its customers, is superior to that of its principal
competitors, and expects to further strengthen its customer relationships
through enhanced aftermarket support and increased partnering efforts. The
Company's sales attributable to aftermarket sales and service in 1999 were
estimated to be approximately 36% of MS' net sales for the same period.

Metrology Industry

General

Metrology products and systems range from hand tools for simple tasks to complex
integrated systems of hardware and software that can measure, digitize, inspect,
and verify manufactured parts and components, to exacting specifications.
Manufacturers depend upon metrology hardware and software products to monitor
consistent product conformance to their exacting specifications, thereby
improving the reliability, fit, and finish of their products. In addition to
these quality and performance benefits, metrology products help manufacturers
lower costs by reducing errors, scrap, rework and warranty expense, improving
the manufacturing process, lowering throughput time, increasing capacity, and
reducing work-in-progress inventories. In recent years, manufacturers have
accelerated the integration of quality control functions directly into the
production process by incorporating the use of metrology products on the factory
floor.

Software has also become increasingly important in metrology solutions as
manufacturer's specifications have become tighter. The CMM software provides a
critical link between the computerized design and the manufacturing
environments. In addition, most large companies are starting to build worldwide
dimensional databases to store and evaluate the data gathered by CMMs.
Furthermore, potential software upgrades on the estimated 80,000 CMMs worldwide
open up a large market for new and dynamic software systems.

In addition, manufacturers are demanding more precise, capable and flexible
metrology systems as their products become smaller, more complex and/or must
meet more stringent quality and safety standards. Their exacting product
specifications often require measurement to an accuracy of less than one micron
(one millionth of a meter or approximately 1/100th of the thickness of a human
hair) or, in some special cases, measurement of nanometers (one billionth of a
motor or the unit of measurement for the wavelength of light). Increasingly,
metrology systems must incorporate a mix of traditional contact and newer
non-contact technologies because of reduced part sizes and the great diversity
of new materials used in manufactured products. Metrology systems are purchased
by customers regardless of their need for additional production capacity because
of ever-increasing quality requirements and the need to reduce product costs.

Metrology products serve a broad range of measurement requirements. The simplest
metrology products include devices such as calipers, dial gauges, micrometers,
surface plates, and height gauges. These are generally inexpensive hand-held
tools that measure in one dimension to within an accuracy of between two (80
millionths of an inch) and 25 microns (1/100th of an inch). Fixed gauges are
often more expensive devices that inspect and verify in one to three dimensions
to within an accuracy of between one and 25 microns and are typically used where
manufacturers need to measure a single, uniform product at a high rate of speed.
Fixed gauges tend to make simple, comparative measurements of products in a
manufacturing process. CMMs are more sophisticated, complex machines that use a
variety of technologies to measure in three dimensions to an accuracy of between
0.5 and 100 microns. These technologies range from advanced probes that
physically "contact" the product being measured to highly sophisticated
non-contact vision, optical, laser and scanning probes that collect precise data
without touching the product being measured. While some CMMs are manually
operated, most are now automatically controlled by software systems that not
only compare the product to a manufacturer's CAD models, but when no CAD model
exists, also provide manufacturers with dimensions of the product to reverse
engineer the product and create a CAD model. CMMs are highly flexible machines
that can measure different products for a manufacturer without re-tooling or
other significant changes as opposed



                                       4
<PAGE>

to fixed gages that are designed solely for a single feature of a single product
and also requires expensive and time-consuming retooling when the product design
changes. The price points of metrology products range from $100 for a caliper to
over $1.5 million for a sophisticated CMM such as those used to measure car and
truck bodies.

Markets

Participants in the metrology industry generally compete in one or more of six
broad product areas: (i) simple and relatively inexpensive tools that measure in
one dimension, such as calipers, dial gauges, micrometers, surface plates, and
transfer gauges; (ii) digital electronic height gauges of varying accuracies and
sizes; (iii) sophisticated special purpose metrology systems including fixed
gauges; (iv) general purpose and application-specific CMMs; (v) alternative
technologies such as vision tunnels or surface finish and geometry measurement;
and (vi) customized metrology solutions to specific metrology problems. The
Company competes in all of the foregoing product areas other than fixed gauges
and most of the alternative technologies.

Sales of simple metrology products and less sophisticated height gauges are
driven by price, brand, product innovation, ease of purchase, and effectiveness
of distribution. Products in this category are generally hand-held or relatively
small devices that permit a manufacturer to make measurements in one or
occasionally two dimensions. These products are generally inexpensive, providing
a cost-effective solution to simple metrology problems where the industrial
customer does not need the increased capabilities of fixed gauges, CMMs or
certain other sophisticated metrology systems. However, simple metrology
products are generally limited in terms of accuracy, flexibility and/or their
ability to collect data. Further, they are dependent upon skilled operators. The
market for simple metrology products is fragmented, with many regional
suppliers. End user markets for these products include most basic industries,
including the automotive, construction, industrial machinery, appliance, and
farm equipment industries.

Sales of fixed gauges have traditionally been driven by manufacturers' needs for
one, two, or three dimensional metrology on the factory floor. Products in this
category, typically more expensive than simple metrology products, compete
directly with CMMs regarding inspection and verification of manufactured parts.
Fixed gauge systems are frequently a more expensive investment than comparable
CMM systems, but for the specific purpose intended, may be less expensive over
the long run. Fixed gauges can range from simple one dimensional tools to semi-
and fully-automatic three dimensional factory floor systems that quickly compare
production parts to "master parts." However, because these gauge systems are
"fixed," they are inherently inflexible. The fixed gauge must be reworked or a
new gauge designed and built every time manufacturers make dimensional changes
in the part being measured. The trend of the industry is away from fixed gauges
and toward flexible gauges because of the need to make costly changes to fixed
gauges when the part they measure changes.

Sales of CMMs and more sophisticated height gauges are driven by manufacturers'
needs for high accuracy, flexibility, speed, and information. Products in this
category, while typically more expensive than simple metrology products and some
fixed gauges, are generally more versatile machines that can measure, digitize,
inspect, and verify diverse manufactured parts. The accelerating use of more
sophisticated software has played an important role in the evolution of CMMs in
response to the marketplace. Improved software and linkage to CAD/CAM and
network technologies enable CMMs both to compensate automatically for the
position of the piece to be measured, eliminating the need for the time
consuming manual positioning necessary with less advanced metrology products,
such as surface plate gauges, and also to relay information to the
manufacturer's CAD/CAM model to facilitate production process adjustments.
Although CMM-type software can be added to on-machine gauging and a small
percentage of fixed gauges, CMMs are easier to use, more flexible, and generally
provide more analytical information than most products using competing
technologies. Presently, CMMs are installed at sites ranging from highly
controlled laboratory sites to hostile, factory floor industrial settings, and
can measure objects ranging in size from a semiconductor chip to an aircraft
exterior, and can provide accuracies with tolerances of 0.5 to 100 microns. CMMs
can achieve this through contact or non-contact probing methods, depending upon
the manufacturer's needs. The market for CMMs is dominated by five competitors,
including the Company.



                                       5
<PAGE>

Aftermarket sales are critical to manufacturers, as they are needed to insure
the continued operation of the CMM equipment after it has been installed.
Furthermore, AMS services can also be provided to competitors machines, which
offers additional growth potential and the ability to gain a competitive
advantage over its major competitors, all of whom do not currently offer such
services.

The Company believes that non-contact sensor technology will continue to play a
critical role in the future of the metrology industry. As manufacturers from
traditional industrial manufacturers to leading high-tech companies continue to
be driven by customers to produce smarter, faster, smaller and higher
performance products, the need for more sophisticated measuring devices to
enable production will increase. Sensor development, through the Company's R&D
efforts and joint ventures will play an important role in sales growth,
profitability, and retaining the Company's leadership in metrology.

MS Group

The MS Group, the largest of Brown & Sharpe's five units, accounted for
approximately 72% of Brown & Sharpe's sales in 1999. The MS Group is
headquartered in North Kingstown, Rhode Island and manufactures and markets
CMMs. MS Group products sold under the Brown & Sharpe name are manufactured at
the Company's North Kingstown, Rhode Island; Wetzlar, Germany; and Turin, Italy
facilities. The primary end user markets for the Company's CMM products include
the automotive (including automotive suppliers), heavy transport, aerospace,
electronics, computer, industrial machinery, and medical industries.

MS Group products range from small, manually operated CMMs to large, high speed,
high precision automatic CMMs. In addition to these standard and
custom-configured CMMs, Brown & Sharpe also produces and sells high-speed
process control systems. The smallest machines can measure in a volume up to 400
x 350 x 300 mm and are priced at approximately $10 thousand, while the larger,
high speed, high accuracy CMMs with integrated software systems can cost over
$1.5 million. The MS Group also provides laser scanning and optically based
measuring machinery from microscopes to vision systems.

The Company believes that its "user-friendly" CMM application software gives it
a competitive advantage in the marketplace for CMMs. These proprietary software
products provide the MS Group's customers with an understandable, icon-based
inspection analysis capability, graphical user interfaces and outputs, and the
capability to network with manufacturing systems. The MS Group also provides its
customers with special software and systems that integrate the MS Group's
products with the customer's host information and communications network. In
addition to sales of CMMs, the MS Group provides aftermarket sales and service,
including calibration and rebuilding of CMMs, software upgrades and parts sales,
for Brown & Sharpe CMMs and competing CMMs. The Company's sales attributable to
aftermarket sales and services in 1999 were estimated to be approximately 36% of
MS Group sales for the same period. See Footnote 13 to the Consolidated
Financial Statements, which are incorporated by reference, for financial
information related to this business segment.

PMI Division

The principal products of Brown & Sharpe's PMI Division are precision measuring
tools and related instruments such as micrometers, dial indicators, calipers,
and electronic height gauges. PMI Division products accounted for approximately
23% of Brown & Sharpe's sales in 1999. The PMI Division's products have broader
applications and lower unit list prices (with a range of $100 to approximately
$13 thousand) than the prices of the MS Group's products. These tools and
instruments typically measure in



                                       6
<PAGE>

one or two dimensions, and are often used in comparative measuring where an
unknown part or dimension is compared to a previously measured part or
dimension. Some PMI Division products also include systems and application
software for measuring and statistical process control. The Company believes
that the primary end user markets for the products of Brown & Sharpe's PMI
Division are the automotive, aerospace, metal processing, and defense
industries, although Brown & Sharpe's PMI Division products are used in
virtually all types of industrial settings. Brown & Sharpe's PMI Division is
headquartered in Renens, Switzerland, and its products were traditionally
manufactured at its plants in Rolle and Renens, Switzerland; Poughkeepsie,
New York; Leicester, St. Albans, and Plymouth, England; and Luneville, France.
In 1999, the Company announced the closing of its Leicester, St. Albans,
Torpoint and Luneville plants and consolidated its PMI manufacturing at its
Renens site. See Footnotes 3 and 13 to the Consolidated Financial Statements,
which are incorporated by reference, for financial information related to the
PMI restructuring and business segment, respectively. The Company also purchases
components and products from third parties located in various countries.

CM Division

The CM Division, headquartered in Telford, England, historically designed and
engineered highly customized and specialized solutions for metrology.
Profitability under this business strategy suffered as machines and projects
were "one-off" in nature. The unit underwent a major restructuring in the first
half of 1999. The division finalized its exit of the non-profitable
highly-customized business, to refocus on non-contact "Profile" machines for the
measurement of shafts or round components, while continuing to manufacture (i)
primary standard calibration instruments, used currently by 26 countries as
their standard for measurement; and (ii) Non-contact machines for the
measurement of airfoils (turbine and compressor airfoils). See Footnotes 3 and
13 to the Consolidated Financial Statements, which are incorporated by
reference, for financial information related to the CM restructuring and
business segment, respectively.

BSIS Division

BSIS was formed in 1997 to develop a single state of the art metrology operating
system which will replace and focus all software development in one place. See
Footnote 13 to the Consolidated Financial Statements, which are incorporated by
reference, for financial information related to this business segment.

Electronics Division

The Electronics Division, which was acquired in 1999, makes metrology tools for
high-tech electronics manufacturers that focus on the detection and
classification of micron level effects on a variety of surfaces. The Company's
products are based on a patented sensor technology known as "Black Beam
Interferometry" coupled with advanced software for defect classification. The
technology is currently being applied in disk drive and flat panel display
manufacturing. See Footnote 13 to the Consolidated Financial Statements, which
are incorporated by reference, for financial information related to this
business segment.

Sales and Distribution

The MS Group distributes its products primarily through a 100-person worldwide
sales force directly to U.S. and European customers, and utilizes a network of
independent agents and distributors to cover the Pacific Rim, South American,
and African markets. The typical MS Group sales process involves lengthy,
technical, one-on-one discussions between the salesperson or the
distributor/sales agent and customer and is often part of a competitive bid
process. As an important part of its marketing and distribution strategy, Brown
& Sharpe provides in-depth training to its customers at 19 support and
demonstration centers located throughout the United States, Europe, and Asia.
The Company's direct sales force also provides the Company with important
opportunities to cross-sell the products of its PMI and CM Divisions.



                                       7
<PAGE>

In contrast to the MS Group, the PMI Division generally distributes its products
through international import companies, regional distributors, and catalog
houses throughout the world. As of December 31, 1999, the PMI Division utilized
in excess of 80 major distributors located in over 40 countries to market its
products. The Company believes that the PMI Division's established distribution
network provides it with a competitive advantage and intends to capitalize on
this network to increase sales of internally developed and third-party products.

The Company has no single customer which accounts for 10% or more of its
consolidated net sales; however, several well recognized major automotive
manufacturers (without regard to their suppliers) account for a significant
portion of the Company's net sales. The loss of a few of these major customers
would have a substantial effect upon the Company.

Engineering and Product Development

Brown & Sharpe's commercial success is dependent upon its ability to develop
products, enhancements, and applications that meet changing customer metrology
needs and anticipate and respond to technological changes. Brown & Sharpe
designs, develops, and refines its products internally through engineering
departments within its product groups and divisions. When it is more
cost-effective to do so, Brown & Sharpe purchases product designs or portions of
product designs from engineering subcontractors or acquires rights to such
designs through licensing arrangements. Brown & Sharpe also benefits from
research and development efforts which are subsidized by customer funds and, in
certain countries, by government research grants. Brown & Sharpe research,
development and manufacturing engineering activities are conducted in the United
States, Italy, Switzerland, Germany, the United Kingdom, Lithuania, and, until
the PMI restructuring implemented in January 2000, France.

The Company's current design and engineering focus is in the development of the
CMM "Global Machine," which will provide greater accuracy and speed, software
development, and non-contact metrology products. In 1999, Brown & Sharpe
invested $14.4 million, or 4.5% of its net sales during that period in product
design and manufacturing engineering. In 1997 and 1998, Brown & Sharpe expended
$15.5 million and $17.8 million, respectively, for product design, development,
refinement, and manufacturing engineering.

Foreign Operations

Brown & Sharpe manufactures and sells substantial amounts of its metrology
products in foreign countries. As of December 31, 1999, approximately 65% (based
on book values) of the Company's assets, 57% of the Company's sales (based on
customer location) and 65% of its employees were located outside the United
States. The Company's manufacturing operations are located in Italy,
Switzerland, Germany, England, and, until the PMI restructuring implemented in
January 2000, France, as well as in the United States. Brown & Sharpe's products
are sold in over 60 countries worldwide. See Footnote 13 to the Consolidated
Financial Statements, which are incorporated by reference, for financial
information related to foreign operations.

Raw Materials and Sources of Supply

Brown & Sharpe purchases raw materials, supplies, and other components from a
variety of suppliers, and considers its sources of supply to be adequate. At
times, the Company depends upon various sole sources of supply for certain
components used by the Company (generally of items designed by Brown & Sharpe),
but has not experienced any significant difficulty in meeting delivery
obligations because of its reliance on such a supplier. In addition, the Company
currently purchases substantially all of its externally sourced low to medium
accuracy electronic touch trigger sensor probes and heads from a publicly held
United Kingdom company which is the dominant supplier of such sensor probes to
CMM manufacturers.



                                       8
<PAGE>

No alternative supplier for this class of electronic sensor probes, which are a
key component of substantially all of the Company's lower accuracy CMMs, is
currently available and developing an alternative source for the probes and
heads could take more than a year. Brown & Sharpe continues to explore means of
lowering production costs through selective outsourcing in situations where
Brown & Sharpe can achieve its high quality standards via subcontractors.

Patents, Licenses, Trademarks, and Proprietary Information

The Company's business is not significantly affected by or dependent upon the
procurement or maintenance of patents covering the Company's products.
Nevertheless, the Company pursues, where appropriate, patent protection for
inventions, developments and improvements relating to its products both in the
United States and abroad. In addition, the Company relies on a combination of
copyrights, trade secret law and contracts to protect its proprietary
information (principally related to its software and software development).
Despite these precautions, it may be possible to copy or otherwise obtain and
use the Company's proprietary information without authorization. In addition,
effective copyright and trade secret protection may be unavailable or limited in
certain foreign countries.

Brown & Sharpe and its subsidiaries own, or have the right to use, a number of
trademarks which they believe are valuable in promoting the sale of certain of
their principal products. The Company and its subsidiaries have registered, or
have applied to register, the trademarks owned by them in the United States and
in some foreign countries.

Environmental Matters

The Company is not significantly affected by compliance with rules and
regulations promulgated under environmental laws since its manufacturing
processes do not produce, as a by-product, material amounts of waste, water
discharges, or air emissions deemed hazardous under such laws. However, the
Company is subject from time to time to environmental claims. See Note 16,
"Contingencies" of Notes to Consolidated Financial Statements in Item 8 of this
Annual Report.

Employees

At December 31, 1999, Brown & Sharpe had 2,216 employees, (as compared with
2,359 at December 31, 1998), including approximately 1,440 employees located
outside the United States. Brown & Sharpe considers its relations with its
employees to be good, although there can be no assurance that Brown & Sharpe's
cost-cutting efforts or other factors will not cause a deterioration in these
relations.

Approximately 433 of Brown & Sharpe's employees located at sites in the United
States, Italy, Switzerland, England, and France are covered by collective
bargaining agreements which expire at various times between December 31, 1999
and June 30, 2002. Brown & Sharpe expects that these collective bargaining
agreements will be renegotiated successfully prior to their expiration. However,
there can be no assurance that successor collective bargaining agreements will
be successfully negotiated, that negotiations will not result in work stoppages,
or that a work stoppage would not materially interfere with Brown & Sharpe's
ability to produce the products manufactured at the affected location.

In addition to the collective bargaining agreements that cover workers at
certain of Brown & Sharpe's foreign subsidiaries, it is customary for these
employees to be represented by various works or shop councils. These councils
are governed by applicable labor laws and are comprised of members who are
elected or appointed by the work force. Except for the top level of management,
these councils represent the entire work force at their location in its dealings
with senior management on matters affecting the work force or arising under the
relevant labor contracts in effect at the location.



                                       9
<PAGE>

The following table sets forth the location of Brown & Sharpe's employees as of
December 31, 1999:

<TABLE>
<CAPTION>

         Country                                                Employees (1)
         -------                                                -------------
         <S>                                                        <C>
         China...............................................         123
         France..............................................         181
         Germany.............................................         184
         Israel..............................................          30
         Italy...............................................         379
         Japan...............................................          26
         Spain...............................................          21
         Switzerland.........................................         364
         United Kingdom......................................         132
         Mexico..............................................           4
         United States.......................................         772
                                                                   ------
         TOTAL...............................................       2,216
                                                                   ======
</TABLE>

---------------
(1)  Part-time employees are included on a full-time equivalent basis.

Competition

The Company's MS Group currently has four principal direct domestic and foreign
competitors, some of which are owned by entities that have greater financial and
other resources than the Company. The MS Group also faces indirect competition
from other types of metrology firms such as manufacturers of fixed gauging
systems. The primary industries to which the MS Group sells its products are
characterized by a relatively small number of large participants with
significant purchasing power. As a result, the Company experiences severe
pricing competition in connection with sales by its MS Group which can have an
adverse impact on the Company's net sales and margins. During periods when the
metrology industry suffers from over capacity, downward pricing pressure
experienced by the MS Group is likely to be more intense and the Company's
margins may be more severely impacted. In addition, certain of the Company's
competitors that have access to greater financial resources may be able to
withstand such pricing pressure more effectively than the Company. The MS Group
competes with Mitutoyo/MTI Corp., a subsidiary of Mitutoyo Solsakusho Co. Ltd.,
a Japan-based company, which is the largest supplier of metrology equipment and
products worldwide. In addition to Mitutoyo, the MS Group's main competitors are
Carl Zeiss, Inc., a subsidiary of Carl Zeiss-Stiftung AG, the Sheffield
Measurement Division of Giddings & Lewis, Inc., and LK Tool Co. Ltd.

The market for the PMI Division's products is fragmented and the PMI Division
competes with a large number of competitors, including the market leader in this
area, primarily on the basis of the strength of its third party distribution
network, price, and product innovation. New competitors from emerging
industrialized countries with lower cost products than the Company's represent a
significant competitive challenge to the Company. As a result, the PMI
Division's continued success and profitability will be dependent on its ability
to continue to develop cost-effective and innovative products. The primary
competitors of the PMI Division are Mitutoyo, L.S. Starrett Co., and Carl Mahr
Holding GmbH.



                                       10
<PAGE>

Backlog

The Company's backlog of product orders was approximately $59 million at
year-end 1999, compared to approximately $72 million and $68 million at year-end
1998 and 1997, respectively.

All of the orders included in the Company's year-end 1999 backlog were requested
to be filled and completed within one year and are, subject to possible customer
cancellation, expected to be completed in 2000.

Significant Customers

The Company has no single customer which accounts for 10% or more of its
consolidated net sales; however, several well recognized major automotive
manufacturers (without regard to their suppliers) account for a significant
portion of the Company's net sales. The loss of a few of these major customers
would have a substantial effect upon the Company.

Working Capital

A substantial amount of working capital investment in inventory and accounts
receivable is required to operate the Company's businesses. Working capital was
approximately $9.7 million at year-end 1999 compared to approximately $111.8
million at year-end 1998. See the discussion of working capital in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
Item 7 of this Annual Report.

Segment Information
(Dollars in thousands)

The Company operates exclusively in the Metrology Business. See General in Item
1 for a further description of the Company's business. Sales to unaffiliated
customers from Europe are defined as sales of products that are primarily
assembled in a foreign country. Refer to "Financial Information by Business
Segment and Geographic Area" included in Footnote 13 of the Company's 1999
Annual Report, filed as an exhibit hereto, which is incorporated by reference.



                                       11
<PAGE>

ITEM 2 - PROPERTIES

The following table sets forth certain information concerning Brown & Sharpe's
major operating facilities:

<TABLE>
<CAPTION>

                                         Owned/                                                    Approximate
       Location                          Leased                 Principal Use                    Square Footage
       --------                          ------                 -------------                    --------------
<S>                                      <C>              <C>                                         <C>
United States
     N. Kingstown, Rhode Island           Owned           Manufacturing, Engineering, Sales,
                                                          and Administration                          348,000 (1)
     Poughkeepsie, New York               Owned           Manufacturing                                58,000
     Wixom, Michigan                     Leased           Sales and Administration                     37,600

Italy
     Grugliasco                          Leased           Assembly                                    107,000 (2)
     Moncalieri                          Leased           Manufacturing                                70,000 (2)

Switzerland
     Renens                               Owned           Manufacturing, Engineering, Sales,
                                                          and Administration                          139,000
     Rolle                                Owned           Manufacturing                                51,000

Germany
     Wetzlar                              Owned           Manufacturing, Engineering, Sales,
                                                          and Administration                          280,000
     Ludwigsburg                         Leased           Sales                                        15,000 (2)

United Kingdom
     St. Albans                           Owned           Manufacturing and Sales                      36,000
     Telford                              Owned           Manufacturing, Engineering, Sales,
                                                          and Administration                           32,000
     Leicester                            Owned           Manufacturing                                14,000
     Torpoint                            Leased           Manufacturing, Sales, and Administration      5,000 (2)

France
     Luneville                           Leased           Manufacturing, Engineering, and Sales        77,100 (2)(3)
     Villebon                            Leased           Sales                                        18,000 (2)

Spain

     Barcelona                           Leased           Sales                                         9,000 (2)

China

     Qingdao                             Leased           Manufacturing, Engineering, Sales,
                                                          and Administration                           34,000 (2)
</TABLE>

---------------
(1)  Excludes approximately 412,000 square feet leased to unrelated parties.

(2)  The leases in China, Grugliasco, Ludwigsburg, Torpoint, Luneville, Villebon
     and Barcelona expire on June 30, 2000, December 31, 2002, September 30,
     2003, August 18, 2001, March 23, 2003, October 20, 2001, and July 31, 2008,
     respectively.

(3)  Included in PMI's restructuring. (See Management's Discussion and Analysis
     of Financial Condition and Results of Operations and see Footnote 3 to the
     Consolidated Financial Statements, which are incorporated by reference.)

     In addition, Brown & Sharpe leases smaller sales offices located in the
     United States, Europe, and Asia. In the opinion of management, Brown &
     Sharpe's properties are in good condition and adequate for Brown & Sharpe's
     business as presently conducted.




                                       12
<PAGE>

ITEM 3 - LEGAL PROCEEDINGS

Other Environmental Matters

The nature of the Company's current operations are not significantly affected by
environmental laws, rules and regulations. However, because the Company and its
subsidiaries and predecessors have conducted heavy manufacturing operations in
the past, sometimes at facilities which have been divested or sold and often in
locations at which or adjacent to which, other industrial operations were
conducted, from time to time the Company is subject to environmental claims. As
with any such operations that involve the use, generation, and management of
hazardous materials, it is possible that practices, including practices that
were deemed acceptable by regulatory authorities in the past, may have created
conditions which could give rise to liability under current or future
environmental laws. Because the law in this area is developing rapidly,
including in many European countries, and such environmental laws are subject to
amendment and widely varying degrees of enforcement, the Company may be subject
to, and cannot predict with any certainty the nature and amount of, potential
environmental liability related to these operations or locations that it may
face in the future.

Litigation

Refer to Note 16 "Contingencies" of Notes to Consolidated Financial Statements
incorporated by reference in Item 8 of this Annual Report.

ITEM 4A - EXECUTIVE OFFICERS OF THE REGISTRANT

The following table summarizes information regarding Executive Officers of the
Company as of March 1, 2000:

<TABLE>
<CAPTION>

Name                    Age      Positions Held During the Last Five Years
----                    ---      -----------------------------------------
<S>                     <C>      <C>
Frank T. Curtin         65       President & Chief Executive Officer and a Director of the Company since May 2, 1995; from 1992 to
                                 May 1995, Vice President, National Center for Manufacturing Sciences, a research and development
                                 organization, Ann Arbor, MI.

Andrew C. Genor         57       Vice President & Chief Financial Officer since December 1, 1998; previously Chief Financial
                                 Officer, Safety First from May 1998 through September 1998; previously Vice President, Chief
                                 Financial Officer & Treasurer, Wyman-Gordon Company from November 1994 through March 1998;
                                 previously Co-Founder, Chief Financial Officer & Chief Operating Officer, HNSX Super Computers
                                 from January 1987 through April 1993.

Antonio Aparicio        49       Vice President & General Manager - Precision Measuring Instruments since September 1991.

Marcus Burton           41       Vice President & General Manager - Custom Metrology Division since January 1997; previously
                                 Director of Strategic Planning - Brown & Sharpe Manufacturing Co. since July 1995; Managing
                                 Director - Thomas Mercer Ltd. (a subsidiary) since June 1992.

Philip James            58       Group Vice President - Measuring Systems since September 1997; previously Executive Vice President
                                 - International, Ingersoll Milling Machine Company since November 1993.
</TABLE>



                                       13
<PAGE>

<TABLE>
<CAPTION>

Name                    Age      Positions Held During the Last Five Years
----                    ---      -----------------------------------------
<S>                     <C>      <C>
Edward D. DiLuigi       53       Vice President & General Manager - Measuring Systems Americas since January 2000, previously Vice
                                 President & General Manager Measuring Systems U.S.A. since June 1997; previously General Manager,
                                 UNC Airwork, Aircraft Engine Services Division since July 1995; previously Vice President of
                                 Operations, UNC Airwork since August 1992.

Christopher J. Garcia   43       Vice President - Software Product Development since January 1998; previously Vice President -
                                 Marketing since November 1996; previously Vice President - Business Development since January 1991;
                                 Vice President - Research and Development of Valisys Corporation since June 1994.

Alfred J. Corso         63       Controller and Principal Accounting Officer since June 1, 1995; previously Partner with Ernst &
                                 Young LLP.
</TABLE>

To the best of the knowledge of the Registrant, none of the Executive Officers
has any family relationships with any of the others. Each Executive Officer
holds office until the first meeting of the Board of Directors following the
next Annual Stockholders' meeting and until his successor is elected or
appointed and qualified, unless he dies, resigns, is removed or replaced.


                                     PART II

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

Refer to "Common Stock Market Prices and Dividends" included on Page F-35 of the
Company's 1999 Annual Report, filed as an exhibit hereto, which is incorporated
by reference.

ITEM 6 - SELECTED FINANCIAL DATA

Refer to "Selected Financial Data" on Page F-2 of the Company's 1999 Annual
Report, filed as an exhibit hereto, which is incorporated herein by reference.

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

Refer to "Management Discussion and Analysis of Financial Condition and Results
of Operations" on Pages F-3 through F-11 of the Company's 1999 Annual Report,
filed as an exhibit hereto, which is incorporated herein by reference.

ITEM 7A - QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Refer to "Qualitative and Quantitative Disclosures About Market Risk" on Pages
F-10 of the Company's 1999 Annual Report, filed as an exhibit hereto, which is
incorporated herein by reference.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Refer to Consolidated Financial Statements and Report of Independent Auditors on
Pages F-12 through F-34 of the Company's 1999 Annual Report, filed as an exhibit
hereto, which are incorporated herein by reference.



                                       14
<PAGE>

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

None.


                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Refer to "Information With Respect to Nominees and Other Directors Continuing in
Office" on Pages 2 and 3 in the Company's definitive Proxy Statement for the
April 28, 2000 Annual Meeting which is incorporated herein by reference.

ITEM 11 - MANAGEMENT REMUNERATION AND TRANSACTIONS

Refer to "Executive Compensation" on Page 13 in the Company's Definitive Proxy
Statement for the April 28, 2000 Annual Meeting which is incorporated herein by
reference.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Refer to "Principal Shareholders" and "Stock Ownership of Directors and
Officers" on Pages 5 - 8 in the Company's Definitive Proxy Statement for the
April 28, 2000 Annual Meeting which are incorporated herein by reference.


                                     PART IV

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

(a)  (1) and (2) List of Financial Statements and Financial Statement Schedules

The following consolidated financial statements of Brown & Sharpe Manufacturing
Co., Inc. and subsidiaries, included in the annual report of the registrant to
its shareholders for the year ended December 31, 1999, are incorporated by
reference in Item 8:

     Consolidated Balance Sheets - December 31, 1999 and 1998

     Consolidated Statements of Operations - Years ended December 31, 1999,
     1998, and 1997

     Consolidated Statements of Shareowners' Equity - Years ended December 31,
     1999, 1998, and 1997

     Consolidated Statements of Cash Flows - Years ended December 31, 1999,
     1998, and 1997

     Notes to Consolidated Financial Statements - December 31, 1999



                                       15
<PAGE>

The following consolidated financial statement schedule of Brown & Sharpe
Manufacturing Co., Inc. and subsidiaries is included in Item 14(d):

     Schedule II Valuation and Qualifying Accounts

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

     (3)  The response to this portion of Item 14 is submitted as a separate
          section of this report.

(b)  No Form 8-K was filed during 1999.

(c)  Exhibits - The response to this portion of Item 14 is submitted as a
     separate section of this report.

(d)  Financial Statement Schedules - The response to this portion of Item 14 is
     submitted as a separate section of this report.



                                       16
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


<TABLE>
<CAPTION>
<S>                                       <C>                 <C>                                  <C>

                                                        BROWN & SHARPE MANUFACTURING COMPANY
                                                        (Registrant)


Date:    March 24, 2000                                 By:   /s/ Andrew C. Genor
                                                              -------------------
                                                              Andrew C. Genor
                                                              Vice President and Chief Financial Officer

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


/s/ Frank T. Curtin                       3/24/00             /s/ Howard K. Fuguet                 3/24/00
-------------------------------------------------             --------------------------------------------
Frank T. Curtin                              Date             Howard K. Fuguet                        Date
President, Chief Executive Officer                            Director
(Principal Executive Officer),
Chairman of the Board, and Director



/s/ J. Robert Held                        3/24/00             /s/ John M. Nelson                   3/24/00
-------------------------------------------------             --------------------------------------------
J. Robert Held                               Date             John M. Nelson                          Date
Director                                                      Director



/s/ Paul R. Tregurtha                     3/24/00             /s/ Russell A. Boss                  3/24/00
-------------------------------------------------             --------------------------------------------
Paul R. Tregurtha                            Date             Russell A. Boss                         Date
Director                                                      Director



/s/ Henry D. Sharpe, III                  3/24/00             /s/ Roger E. Levien                  3/24/00
-------------------------------------------------             --------------------------------------------
Henry D. Sharpe, III                         Date             Roger E. Levien                         Date
Director                                                      Director



/s/ Harry A. Hammerly                     3/24/00             /s/ Richard M. Donnelly              3/24/00
-------------------------------------------------             --------------------------------------------
Harry A. Hammerly                            Date             Richard M. Donnelly                     Date
Director                                                      Director



/s/ Alfred J. Corso                       3/24/00             /s/ Andrew C. Genor                  3/24/00
-------------------------------------------------             --------------------------------------------
Alfred J. Corso                              Date             Andrew C. Genor                         Date
Controller                                                    Vice President and Chief Financial Officer
(Principal Accounting Officer)
</TABLE>



                                       17
<PAGE>

DIRECTORS

Russell A. Boss, Chairman of the Board, A. T. Cross Company

Frank T. Curtin, Chairman, President & Chief Executive Officer, Brown & Sharpe
Manufacturing Company

Richard M. Donnelly, President, Donnelly Associates

Howard K. Fuguet, Partner, in the law firm of Ropes & Gray

Harry A. Hammerly, Former Executive Vice President, 3M Company

J. Robert Held, Consultant, Former President and Chief Executive Officer of
Chipcom Corporation

Roger E. Levien, Managing Partner, Levien Enterprises

John M. Nelson, Lead Director, TJX Companies, Inc.

Henry D. Sharpe, III, Vice President, Engineering Design Lab, LLC

Paul R. Tregurtha, Chairman of the Board and Chief Executive Officer, Mormac
Marine Group, Inc.

OFFICERS

Frank T. Curtin, President, Chief Executive Officer, and Chairman of the Board

Andrew C. Genor, Vice President, and Chief Financial Officer

Antonio Aparicio, Vice President & General Manager - Precision Measuring
Instruments

Marcus Burton, Vice President & General Manager - Custom Metrology

Phil James, Group Vice President - Measuring Systems

Edward D. DiLuigi, Vice President & General Manager, Measuring Systems -
Americas

Christopher J. Garcia, Vice President - Software Product Development

James W. Hayes, III, Secretary & Corporate Counsel

Alfred J. Corso, Controller

Les W. Sgnilek, Treasurer

INVESTOR INFORMATION

Annual Meeting: The Annual Meeting of Stockholders will be held April 28, 2000
at 10:00a.m. at the Corporate Offices

Corporate Offices: Precision Park, 200 Frenchtown Road, North Kingstown, RI
02852; Telephone (401) 886-2000

Form 10-K Report: A copy of the Company's Annual Report as filed with the
Securities and Exchange Commission is available upon request to the Secretary.



                                       18
<PAGE>

Stock Listing:  New York Stock Exchange; Symbol BNS

Transfer Agent and Registrar Common Stock: Bank of Boston, c/o Boston EquiServe,
L.P., Mail-Stop 45-02-64, P.O. Box 644, Boston, MA 02012-0644. They also can be
reached on the internet at the following address http://www.equiserve.com.



















                                       19
<PAGE>

                      BROWN & SHARPE MANUFACTURING COMPANY
                 Schedule II - Valuation and Qualifying Accounts
                             (dollars in thousands)

<TABLE>
<CAPTION>

                                       Balance at      Charged to                         Foreign      Balance at
                                        Beginning       Costs and                        Currency        End of
Year Ended                              of Period       Expenses       Deductions       Translation      Period
----------                              ---------       --------       ----------       -----------      ------
                                                                           (2)              (1)
<S>                                      <C>             <C>             <C>                <C>         <C>
December 31, 1999

Allowance for doubtful accounts          $  3,657        $ 1,826         $    394           $(330)      $ 4,759


December 31, 1998

Allowance for doubtful accounts          $  3,456        $ 1,639         $  1,673           $ 235       $ 3,657


December 31, 1997

Allowance for doubtful accounts          $  3,226        $ 1,874         $  1,358           $(286)      $ 3,456
</TABLE>



(1)  Adjustment resulting from translating allowance for doubtful accounts of
     foreign subsidiaries at year-end exchange rates.

(2)  Write-offs of uncollectible accounts.



                                       20
<PAGE>

                                  Exhibit Index

<TABLE>
<CAPTION>

   Number
   ------
<S>           <C>
     3.1      Joint Agreement of Merger between Brown & Sharpe Manufacturing
              Company, incorporated in Rhode Island, and Brown & Sharpe
              Manufacturing Company, the surviving corporation incorporated in
              Delaware, filed as the only Exhibit to Form 8-K for the month of
              January, 1969, and such is hereby incorporated by reference.

     3.2      Amendment to Certificate of Incorporation, dated April 26, 1989,
              filed as Exhibit 13 to Form 10-K for the period ending December
              29, 1989, and such is hereby incorporated by reference.

     3.3      Amendment to Certificate of Incorporation, Dated April 25, 1980,
              filed as Exhibit 3.1 to Form 10-Q for the period ending June 28,
              1980, and such is hereby incorporated by reference.

     3.4      Amendment to Certificate of Incorporation dated April 24, 1987.
              Exhibit 3.7 was filed as Exhibit 10.4 to Form 10-Q for the period
              ended June 26, 1987, and such is hereby incorporated by reference.

     3.5      Amendment to Certificate of Incorporation dated May 6, 1988 filed
              as Exhibit 1 to Current Report on Form 8-K filed May 9, 1988 and
              such is hereby incorporated by reference.

     3.6      Certificate of Designation filed as Exhibit A to Exhibit 5 of
              Amendment on Form 8 filed on March 6, 1989, and such is hereby
              incorporated by reference.

     3.7      Amendment to Certificate of Incorporation dated May 2, 1989.
              Exhibit 3.7 was filed as Exhibit 3.7 to the Form 10-K for the year
              ended December 30, 1989 and such is hereby incorporated by
              reference.

     3.8      By-laws of Brown & Sharpe Manufacturing Company, as amended
              through July 29, 1994; previously filed as Exhibit 3.1 to the Form
              10-Q for the quarter ended July 2, 1994 and such is hereby
              incorporated by reference.

     3.9      Amendments to By-laws of Brown & Sharpe Manufacturing Company, as
              of September 28, 1994; previously filed as Exhibit 3 to the Form
              10-Q for the quarter ended October 1, 1994 and such is hereby
              incorporated by reference.

     4.1      (Intentionally omitted)

    *4.2      Note agreement dated November 10, 1997 between the Company and the
              Prudential Insurance Company of America, U.S. Private Placement
              Fund, Pruco Life Insurance Company, The Guardian Life Insurance
              Company of America, Fort Dearborn Life Insurance Company,
              Nationwide Life Insurance Company, Canada Life Insurance Company
              of New York, Canada Life Insurance Company of America, and
              Providentmutual Life and Annuity Company of America. Exhibit 4.2
              was filed as Exhibit 4.2 to the Form 10Q for the quarter ended
              June 30, 1999, and is hereby incorporated by reference.

   +10.1      (Intentionally omitted)

   +10.2      Amended 1983 Stock Option Plan, as amended through March 9, 1988.
              Exhibit 10.2 was filed as Exhibit 10.2 to the Form 10-K for the
              year ended December 31, 1988, and is hereby incorporated herein by
              reference.

   +10.3      Amendment dated December 29, 1990 to the Brown & Sharpe Amended
              1983 Stock Option Plan. Exhibit 10.3 was filed as Exhibit 10.3 to
              the Form 10-K for the year ended December 29, 1990 and such is
              herein incorporated by reference.
</TABLE>



                                       21
<PAGE>

<TABLE>
<CAPTION>
<S>           <C>
   +10.4      Amendment No. 4 of the Restated Brown & Sharpe Employee Stock
              Ownership and Profit Participation Plan and Trust Agreement, as
              amended through December 21, 1990. Exhibit 10.4 was filed as
              Exhibit 10.4 to the Form 10-K for the year ended December 29,
              1990; and is hereby incorporated herein by reference.

    10.5      (Intentionally omitted)

    10.6      (Intentionally omitted)

   +10.7      (Intentionally omitted)

   +10.8      (Intentionally omitted)

   +10.9      The Brown & Sharpe Savings and Retirement Plan for Management
              Employees dated October 7, 1987.

    10.10     The Brown & Sharpe Savings and Retirement Plan dated October 7,
              1987.

   +10.11     Amendment and Restatement of the Brown & Sharpe Employee Stock
              Ownership and Profit Participation Plan and Trust Agreement dated
              October 7, 1987.

              Exhibits 10.9 through 10.11 were filed as Exhibits 10.2 through
              10.4 respectively, to Form 10-Q for the period ended September 26,
              1987 and such are hereby incorporated by reference.

    10.12     (Intentionally omitted)

    10.13     (Intentionally omitted)

    10.14     (Intentionally omitted)

   +10.15     Amendment dated February 23, 1989 to The Brown & Sharpe Savings
              and Retirement Plan for Management Employees.

   +10.16     Amendment No. 2, dated October 19, 1988, to The Brown & Sharpe
              Savings and Retirement Plan for Management Employees.

   +10.17     Amendment No. 3, dated February 23, 1989, to The Brown & Sharpe
              Savings and Retirement Plan for Management Employees.

    10.18     Amendment dated February 23, 1989 to The Brown & Sharpe Savings
              and Retirement Plan.

    10.19     Amendment No. 2, dated October 19, 1988, to The Brown & Sharpe
              Savings and Retirement Plan.

    10.20     Amendment No. 3, dated February 23, 1989, to The Brown & Sharpe
              Savings and Retirement Plan.
</TABLE>



                                       22
<PAGE>

<TABLE>
<CAPTION>
<S>           <C>
   +10.21     Amendment dated February 23, 1989, to the Restated Brown & Sharpe
              Employee Stock Ownership and Profit Participation Plan and Trust
              Agreement.

   +10.22     Amendment No. 2, dated October 19, 1988 to the Restated Brown &
              Sharpe Employee Stock Ownership and Profit Participation Plan and
              Trust Agreement.

   +10.23     Amendment No. 3, dated February 23, 1989 to the Restated Brown &
              Sharpe Employee Stock Ownership and Profit Participation Plan and
              Trust Agreement.

              Exhibits 10.15 through 10.23 were filed as Exhibits 10.19 through
              10.26, respectively, to the Form 10-K for the year ended December
              31, 1988, and are hereby incorporated herein by reference.

   +10.24     Amended 1989 Equity Incentive Plan as amended through February 21,
              1992. Exhibit 10.24 was filed as Exhibit 10.24 to the Form 10-K
              for the year ended December 28, 1991 and such is hereby
              incorporated by reference.

   +10.25     Deferred Stock Equivalent Unit Contract dated September 3, 1987
              between Brown & Sharpe Manufacturing Company and Paul R.
              Tregurtha. Exhibit 10.25 was filed as Exhibit 10.24 to the Form
              10-K for the year ended December 30, 1989 and such is herein
              incorporated by reference.

   +10.26     (Intentionally omitted)

   +10.27     (Intentionally omitted)

   +10.28     (Intentionally omitted)

   +10.29     Amendment No. 4, dated October 20, 1989, to Brown & Sharpe Savings
              and Retirement Plan for Management Employees. Exhibit 10.29 was
              filed as Exhibit 10.26 to the Form 10-K for the year ended
              December 30, 1989 and such is hereby incorporated by reference.

    10.30     Amendment No. 4, dated October 30, 1989, to Brown & Sharpe Savings
              and Retirement Plan. Exhibit 10.30 was filed as Exhibit 10.26 to
              the Form 10-K for the year ended December 30, 1989 and such is
              hereby incorporated by reference.

    10.31     Amendment No. 5, dated September 7, 1990, of the Brown & Sharpe
              Savings and Retirement Plan. Exhibit 10.31 was filed as Exhibit
              10.30 to the Form 10-K for the year ended December 29, 1990 and
              such is hereby incorporated by reference.

   +10.32     Amendment No. 5, dated September 7, 1990, of the Brown & Sharpe
              Savings and Retirement Plan for Management Employees. Exhibit
              10.32 was filed as Exhibit 10.31 to the Form 10-K for the year
              ended December 29, 1990 and such is hereby incorporated by
              reference.

    10.33     (Intentionally omitted)

   +10.34     (Intentionally omitted)

   +10.35     (Intentionally omitted)

   +10.36     (Intentionally omitted)

   +10.37     (Intentionally omitted)
</TABLE>



                                       23
<PAGE>

<TABLE>
<CAPTION>
<S>           <C>
   +10.38     (Intentionally omitted)

   +10.39     (Intentionally omitted)

   +10.40     Amendment No. 5 of the Restated Brown & Sharpe Employee Stock
              Ownership and Profit Participation Plan and Trust Agreement, as
              amended through March 23, 1991.

   +10.41     Employment/Severance Agreement dated April 23, 1992 between Brown
              & Sharpe Manufacturing Company and Charles A. Junkunc.

   +10.42     (Intentionally omitted)

   +10.43     Amendment dated November 11, 1992 to 1989 Equity Incentive Plan as
              amended through November 6, 1992.

              Exhibits 10.38 through 10.43 were filed as Exhibits 10.38 through
              10.43, respectively, to the Form 10-K for the year ended December
              26, 1992, and are hereby incorporated by reference.

    10.44     (Intentionally omitted)

    10.45     (Intentionally omitted)

    10.46     (Intentionally omitted)

    10.47     (Intentionally omitted)

    10.48     (Intentionally omitted)

    10.49     (Intentionally omitted)

    10.50     (Intentionally omitted)

    10.51     Amendment No. 6, dated November 10, 1994, to Brown & Sharpe
              Savings and Retirement Plan for Management Employees.
</TABLE>



                                       24
<PAGE>

<TABLE>
<CAPTION>
<S>           <C>
    10.52     Amendment No. 6, dated November 10, 1994, to Brown & Sharpe
              Savings and Retirement Plan.

    10.53     Amended Profit Incentive Plan, as amended through February 14,
              1994.

    10.54     Restated Supplemental Executive Retirement Plan dated January 23,
              1995, filed as Exhibit 10.54 to Form 10-Q for the quarter ended
              March 31, 1995, and is hereby incorporated by reference.

    10.55     Amendment to the Equity Incentive Plan as of February 15, 1995,
              filed as Exhibit 10.55 to Form 10-Q for the quarter ended March
              31, 1995, and is hereby incorporated by reference.

    10.56     Amendment No. 1 dated May 31, 1995 to the Brown & Sharpe Savings
              and Retirement Plan for Management Employees. (1994 Restatement)

    10.57     Amendment No. 2 dated May 31, 1995 to the Brown & Sharpe Savings
              and Retirement Plan for Management Employees. (1994 Restatement)

    10.58     Amendment No. 1 dated May 31, 1995 to the Brown & Sharpe Savings
              and Retirement Plan. (1994 Restatement)

    10.59     (Intentionally omitted)

    10.60     Employment Agreement with Frank T. Curtin dated May 17, 1995.

              Exhibits 10.56 through 10.60 were filed as Exhibits 10.56 through
              10.60, respectively, to the Form 10-Q for the quarter ended June
              30, 1995, and are hereby incorporated by reference.

    10.61     Indemnity Agreement with Frank T. Curtin dated May 3, 1995.

    10.62     Indemnity Agreement with Alfred J. Corso dated May 3, 1995.

    10.63     (Intentionally omitted)

    10.64     (Intentionally omitted)

    10.65     (Intentionally omitted)

    10.66     (Intentionally omitted)

    10.67     (Intentionally omitted)

    10.68     (Intentionally omitted)

    10.69     (Intentionally omitted)

    10.70     (Intentionally omitted)

    10.71     (Intentionally omitted)
</TABLE>



                                       25
<PAGE>

<TABLE>
<CAPTION>
<S>           <C>
    10.72     (Intentionally omitted)

    10.73     Employment Agreement with Antonio Aparicio dated October 17, 1995.

    10.74     (Intentionally omitted)

    10.75     (Intentionally omitted)

    10.76     Amendment to Employment Agreement with Frank T. Curtin dated as of
              January 1, 1996.

              Exhibits 10.69 through 10.76 were filed as Exhibits 10.69 through
              10.76, respectively, to the Form S-1 dated October 9, 1996, and
              are hereby incorporated by reference.

    10.77     (Intentionally omitted)

    10.78     (Intentionally omitted)

    10.79     Indemnity Agreement with Harry A. Hammerly dated October 25, 1996.

    10.80     Indemnity Agreement with John Robert Held dated October 25, 1996.

    10.81     Indemnity Agreement with Roger E. Levien dated October 25, 1996.

    10.82     Indemnity Agreement with Christopher J. Garcia dated January 1,
              1998.

    10.83     Indemnity Agreement with Marcus Burton dated January 1, 1998.

    10.84     Employment Agreement dated May 29, 1997 with Edward D. DiLuigi.

    10.85     Employment Agreement dated August 18, 1997 with Philip James.

              Exhibits 10.84 and 10.85 were filed as Exhibits 10.84 through
              10.85, respectively, to the Form 10-Q for the quarter ended
              September 30, 1997, and are hereby incorporated by reference.

   +10.86     Indemnity Agreement with Edward D. DiLuigi dated June 16, 1997.

   +10.87     Indemnity Agreement with Philip James dated September 8, 1997.

   +10.88     (Intentionally omitted)

   +10.89     Supplemental Executive Retirement Plan dated February 13, 1998.

    10.90     Rights Agreement dated as of February 13, 1998 ("Rights
              Agreement") between the Company and BankBoston N.A., as Rights
              Agent, filed as Exhibit 1 to Report on Form 8-K dated March 5,
              1998, which is hereby incorporated by reference.

    10.91     Form of Certificate of Designation with respect to the Series B
              Participating Preferred Stock, par value $1.00 per share, of the
              Company (filed as Exhibit A to the Rights Agreement, filed as
              Exhibit A to Report on Form 8-K dated March 5, 1998), which is
              hereby incorporated by reference.

  +*10.92     Severance agreement between Brown & Sharpe Manufacturing Company
              and Frank T. Curtin dated February 17, 1998.

  +*10.93     Severance agreement between Brown & Sharpe Manufacturing Company
              and Charles A. Junkunc dated February 17, 1998.
</TABLE>



                                       26
<PAGE>

<TABLE>
<CAPTION>
<S>           <C>
  +*10.94     Severance agreement between Brown & Sharpe Manufacturing Company
              and Philip James dated February 17, 1998.

  +*10.95     Severance agreement between Brown & Sharpe Manufacturing Company
              and Antonio Aparicio dated February 17, 1998.

  +*10.96     Severance agreement between Brown & Sharpe Manufacturing Company
              and Marcus Burton dated February 17, 1998.

  +*10.97     Severance agreement between Brown & Sharpe Manufacturing Company
              and Edward D. DiLuigi dated February 17, 1998.

  +*10.98     Severance agreement between Brown & Sharpe Manufacturing Company
              and Christopher J. Garcia dated February 17, 1998.

  +*10.99     (Intentionally omitted)

  +*10.100    Severance agreement between Brown & Sharpe Manufacturing Company
              and Alfred J. Corso dated February 17, 1998.

  +*10.101    Severance agreement between Brown & Sharpe Manufacturing Company
              and James W. Hayes, III dated February 17, 1998.

  +*10.102    Severance agreement between Brown & Sharpe Manufacturing Company
              and Les W. Sgnilek dated February 17, 1998.

  +*10.103    Severance agreement between Brown & Sharpe Manufacturing Company
              and Bryn Edwards dated February 17, 1998.

  +*10.104    Severance agreement between Brown & Sharpe Manufacturing Company
              and Kenneth Kirkendall dated February 17, 1998.

  +*10.105    Severance agreement between Brown & Sharpe Manufacturing Company
              and Fred Schutter dated February 17, 1998.

  +*10.106    Key Employee's Long-Term Deferred Cash Incentive Plan as amended
              through February 23, 1998.

  +*10.107    Supplemental Executive Retirement Plan as amended February 13,
              1998.

  +*10.108    Senior Executive Supplemental Umbrella Pension Plan dated February
              13, 1998.

              Exhibits 10.92 through 10.108 were filed as Exhibits 10.92 through
              10.108, respectively, to the Form 10-Q for the quarter ended June
              30, 1998, and are hereby incorporated by reference.

  +*10.109    Brown & Sharpe Manufacturing Company 1999 Equity Incentive Plan
              dated February 12, 1999.

  +*10.110    Amendment to Employment Contract for Frank T. Curtin dated
              February 12, 1999.

              Exhibits 10.109 and 10.110 were filed as Exhibits 10.109 and
              10.110 to the Form 10-Q for the quarter ended June 30, 1999, and
              are hereby incorporated by reference.
</TABLE>



                                       27
<PAGE>

<TABLE>
<CAPTION>
<S>           <C>
  +*10.111    Employment agreement with Philip James dated January 3, 2000.

  +*10.112    Employment agreement with Edward D. DiLuigi dated January 3, 2000.

   *13.       1999 Annual Report to Shareowners, filed for information of the
              Commission except for those portion thereof which are expressly
              incorporated by reference in this report.

   *21.       Subsidiaries of the Registrant.

   *23.       Consent of Independent Auditors - Ernst & Young LLP.

    27        Financial Data Schedule for Fiscal Year ended December 31, 1999.
</TABLE>


*    To obtain a copy of the Exhibits filed with this Annual Report on Form
     10-K, refer to page 31.

+    This identifies management contracts or compensatory plans.



                                       28
<PAGE>

Shareholders may obtain the following Exhibits filed with the 1999 Annual Report
on Form 10-K upon request. Charges will be made according to the following
schedule and payment should be made by either check or money order and should
accompany the request. The charge for all 1999 Exhibits is $27.66. Charges for
previously filed Exhibits incorporated by reference will be provided upon
request. Requests should be directed to: Secretary, Brown & Sharpe Manufacturing
Company, 200 Frenchtown Road, North Kingstown, Rhode Island 02852.


<TABLE>
<CAPTION>

Exhibit                                                                      Pages          Postage        Total
-------                                                                      -----          -------        -----

<S>        <C>                                                                 <C>        <C>              <C>
  4.2      $50,000,000 Note Agreement dated November 10, 1997                  66         $   3.20         $ 19.70

 10.109    Brown & Sharpe Manufacturing Company
              1999 Equity Incentive Plan                                       13         $    .55         $  3.81

 10.110    Amendment to Employment Contract for Frank T. Curtin                 1         $    .33         $   .58

 10.111    Employment Agreement with Philip James                               3         $    .33         $  1.08

 10.112    Employment Agreement with Edward DiLiugi                             3         $    .33         $  1.08

   13.     1999 Annual Report to Shareowners

   21.     Subsidiaries of the Registrant                                       2         $    .33         $   .83

   23.     Consent of Independent Auditors
           - Ernst & Young LLP                                                  1         $    .33         $   .58
</TABLE>



                                       29