SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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Filed by a Party other than the Registrant [ ]

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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.

Sturm, Ruger & Company, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.

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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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2

STURM, RUGER & COMPANY, INC.
SOUTHPORT, CONNECTICUT 06490 USA

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

MAY 11, 2000

NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Stockholders of STURM,
RUGER & COMPANY, INC. (the "Company") will be held at the Lake Sunapee Country
Club, 100 Country Club Lane, New London, New Hampshire 03257 on the 11th day of
May, 2000 at 10:30 a.m. for the purpose of considering and acting upon the
following:

1. The election of nine (9) Directors to serve for the ensuing year.

2. The approval of the appointment of Ernst & Young LLP as the Company's
independent auditors for the 2000 fiscal year.

3. The transaction of such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.

Only holders of record of Common Stock at the close of business on March
15, 2000 will be entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement thereof. The complete list of stockholders entitled
to vote at the Annual Meeting shall be open to the examination of any
stockholder, for any purpose germane to the Annual Meeting, during ordinary
business hours, for a period of 10 days prior to the Annual Meeting, at the
Company's offices located at 411 Sunapee Street, Newport, New Hampshire 03773.

By Order of the Board of Directors

Leslie M. Gasper
Corporate Secretary

Southport, Connecticut
March 27, 2000

All Stockholders are cordially invited to attend the Annual Meeting. If you
do not expect to be present, please date, mark and sign the enclosed form of
Proxy and return it to Harris Trust & Savings Bank, P.O. Box A3800, Chicago,
Illinois 60690-9608. A postage-paid envelope is enclosed for your convenience.
3

March 27, 2000

STURM, RUGER & COMPANY, INC.
LACEY PLACE, SOUTHPORT, CONNECTICUT 06490
PROXY STATEMENT
2000 ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Sturm, Ruger & Company, Inc. (the
"Company") for use at the 2000 Annual Meeting of Stockholders (the "Meeting") of
the Company to be held at 10:30 a.m. on May 11, 2000 at the Lake Sunapee Country
Club, 100 Country Club Lane, New London, New Hampshire 03257 or at any
adjournment or postponement thereof for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement and
enclosed proxy are first being sent to stockholders on or about March 27, 2000.

The mailing address of the principal executive office of the Company is
Lacey Place, Southport, Connecticut 06490.

If the enclosed proxy is signed and returned, it will be voted in
accordance with its terms. However, a stockholder of record may revoke his or
her proxy before it is exercised by (i) giving written notice to the Company's
Secretary at the Company's address indicated above, (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Company's
Secretary at or before the Meeting, or (iii) attending the Meeting and voting in
person (although attendance at the Meeting will not, in and of itself,
constitute revocation of a proxy). All expenses in connection with the
solicitation of these proxies will be borne by the Company.

The Annual Report of the Company for the year ended December 31, 1999,
including financial statements, is enclosed herewith.

Only holders of Common Stock of record at the close of business on March
15, 2000 will be entitled to vote at the Meeting. Each holder of record of the
issued and outstanding shares of voting Common Stock, $1.00 par value, of the
Company (the "Common Stock") is entitled to one vote per share. As of March 15,
2000, 26,910,720 shares of Common Stock were issued and outstanding. The
stockholders holding a majority of the issued and outstanding Common Stock,
either present in person or represented by proxy, will constitute a quorum for
the transaction of business at the Meeting. The election of Directors requires a
plurality of the votes at the Meeting at which a quorum is present. Abstentions
and broker non-votes will be counted as being present at the Meeting, with the
result that abstentions and broker non-votes will have the same effect as votes
against the election of Directors and against the approval of Ernst & Young LLP
as the Company's independent auditors for the 2000 fiscal year.
4

ELECTION OF DIRECTORS

Nine Directors will be elected at the Meeting, each to hold office until
the next Annual Meeting of Stockholders and until his successor is elected and
has qualified.

All of the nominees for Director were elected at the last Annual Meeting.
If no contrary instructions are indicated, proxies will be voted for the
election of the nominees for Director. Should any of the said nominees for
Director not remain a candidate at the time of the Meeting (a condition which is
not now anticipated), proxies solicited hereunder will be voted in favor of
those nominees for Director selected by management of the Company. Directors
shall be elected by a plurality of the votes of the shares present in person or
represented by proxy at the Meeting and entitled to vote on the election of
Directors.

The following table sets forth certain information concerning each
nominee's age, principal occupation, other directorships in publicly-held
corporations and the number and percentage of shares of Common Stock of the
Company beneficially owned by such nominee as of February 1, 2000.

BUSINESS EXPERIENCE FIRST SHARES PERCENT
DURING THE PAST FIVE YEARS BECAME A BENEFICIALLY OF
NAME AGE AND OTHER DIRECTORSHIPS DIRECTOR OWNED CLASS
---- --- ------------------------------------- --------- ------------ -------

William B. Ruger 83 Chairman of the Board, Chief January, 4,814,896(1) 17.89%
Executive Officer and Treasurer. 1949
President of the Company from
1949-1990.
William B. Ruger, Jr.(2) 60 Vice Chairman and Senior Executive March, 6,896,000(1),(3) 25.63%
Officer. Also President and Chief 1970
Operating Officer of the Company as
of March 1, 1998. Previously
President of the Company from 1991 to
July, 1995.
Stephen L. Sanetti 50 General Counsel of the Company since March, 32,002(4) *
1980. Vice President of the Company 1998
since 1993. Director of the Product
Liability Advisory Council, a
non-profit organization.
John M. Kingsley, Jr. 68 Director of the Neurological April, 4,160 *
Institute of New Jersey. Trustee of 1972
Brundge, Story and Rose Investment
Trust. Retired as Executive Vice
President of the Company effective
December 31, 1996.
Townsend Hornor 73 Director of Nickerson Lumber Company. April, 3,200 *
1972
Stanley B. Terhune 74 Consultant to the Company. Retired as January, 5,800(5) *
Vice President of the Company 1975
effective January 31, 1992.
Richard T. Cunniff 77 Vice Chairman and Director of the December, 25,500(6) *
Sequoia Fund, an investment company 1986
registered under the Investment
Company Act of 1940. Vice Chairman
and Principal of Ruane, Cunniff &
Co., Inc., an investment adviser
registered under the Investment
Advisers Act of 1940.

2
5

Paul X. Kelley 71 Partner, J. F. Lehman & Company April, 2,000(7) *
(private investments). Vice Chairman, 1990
Cassidy & Associates Inc. (government
relations) from 1989-1998. Commandant
of the Marine Corps and member of the
Joint Chiefs of Staff from 1983-1987.
Director of Extant, Inc.
(telecommunications), London Life
Reinsurance Company (reinsurance),
Park Place Entertainment Corporation
(gaming), Saul Centers Inc. (real
estate investment trust), UST, Inc.
(tobacco products and wine), and The
Wackenhut Corporation (security
services).
James E. Service 69 Consultant, PGGR/Russell July, 1,000 *
Inc.(investment management). 1992
Commander, U.S. Naval Air Force,
Pacific Fleet, from 1985-1987.
Director of Wood River Medical
Center, Ketchum, Idaho from
1992-1996.

- ---------------
* Beneficial owner of less than 1% of the outstanding Common Stock of the
Company.

(1) Includes 4,272,000 shares of Common Stock held in the name of Ruger Business
Holdings, L.P., of which Mr. Ruger is the sole limited partner and Ruger
Management, Inc. is the sole general partner. Ruger Management, Inc. is
collectively owned by Mr. Ruger, William B. Ruger, Jr. and Carolyn Ruger
Vogel (son and daughter of William B. Ruger). Messrs. Ruger, Ruger, Jr. and
Mrs. Vogel have shared investment and voting control with respect to such
4,272,000 shares of Common Stock. Also includes 542,896 shares of Common
Stock as to which Mr. Ruger is entitled to direct the vote pursuant to a
voting agreement.

(2) Son of William B. Ruger.

(3) Includes 4,272,000 shares of Common Stock as disclosed in footnote (1)
above. Also includes 800,000 shares of Common Stock owned directly by Mr.
Ruger, Jr., and 1,824,000 shares of Common Stock held by a trust of which
Mr. Ruger, Jr. is a trustee. Mr. Ruger, Jr. has sole investment and voting
control with respect to such 2,624,000 shares.

(4) Includes two shares owned by Mr. Sanetti's daughter.

(5) Mr. Terhune owns 800 of the shares in joint tenancy with his wife. The
remaining 5,000 shares are held by Mr. Terhune as trustee of a revocable
trust for the benefit of Mr. Terhune and his spouse.

(6) Does not include 25,500 shares of Common Stock owned by Mr. Cunniff's wife
as to which Mr. Cunniff disclaims beneficial ownership. Mr. Cunniff is the
Vice Chairman, a director and a principal stockholder of Ruane, Cunniff &
Co., Inc., which manages discretionary accounts and which holds 264,803
shares of Common Stock. The firm of Ruane, Cunniff & Co., Inc. is able to
direct the sale or disposition of the 264,803 shares; however, 24,700 shares
may be voted by Ruane, Cunniff & Co., Inc. and 240,103 shares may be voted
only by their beneficial owners. Mr. Cunniff disclaims beneficial ownership
of such 264,803 shares.

(7) General Kelley owns 800 of the shares in joint tenancy with his wife.

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6

DIRECTOR COMPENSATION AND INFORMATION ABOUT
THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Company pays each Director who is not also an officer of the Company
$13,000 in annual fees for services as a member of the Board of Directors. Each
Director who is also an officer receives $6,000 in annual fees. Each Director
also receives an attendance fee of $500 per meeting and is reimbursed for
out-of-pocket expenses related to attendance at meetings. The fees paid to a
Director for his services as a member of the Board of Directors do not include
any compensation payable to such Director in connection with service by such
Director on any of the committees of the Board.

The Company does not have a nominating committee or a committee performing
a similar function. The function of a nominating committee is performed by the
entire Board of Directors.

In 1999, the members of the Audit Committee were Townsend Hornor, Richard
T. Cunniff and Paul X. Kelley, who replaced William B. Ruger, Jr. as a member of
the Committee on May 13, 1999. The Audit Committee recommends the engagement of
the independent auditors, reviews the arrangement and scope of the audit and
considers comments made by the independent auditors. In addition to
out-of-pocket expenses related to attendance at meetings, Messrs. Hornor and
Cunniff each received $1,000, and Messrs. Kelley and Ruger, Jr. each received
$500, for services rendered on such Committee in 1999. The Audit Committee held
two meetings during 1999.

In 1999, the members of the Compensation Committee were Paul X. Kelley, who
replaced William B. Ruger as a member of the Committee on May 13, 1999, Richard
T. Cunniff and James E. Service. Mr. Ruger is the Chairman of the Board, Chief
Executive Officer and Treasurer of the Company. The function of the Compensation
Committee is to fix the salaries and bonuses of the executive officers of the
Company. Except for out-of-pocket expenses related to attendance at meetings,
Messrs. Kelley, Ruger, Cunniff and Service did not receive compensation for
services rendered on such committee in 1999. The Compensation Committee did not
meet during 1999.

The Board of Directors held four meetings during 1999. All Directors
attended at least seventy-five percent (75%) of the aggregate of the total
number of meetings of the Board of Directors. With the exception of Richard T.
Cunniff, who did not attend the Audit Committee meetings, all Directors attended
all meetings held by all committees of the Board on which each such Director
served.

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7

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information with respect to the
compensation for calendar years 1999, 1998 and 1997 for the Company's Chief
Executive Officer and the three highest paid executive officers other than the
Chief Executive Officer whose salary and bonus exceed $100,000.

ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------- -----------------------------------
OTHER SECURITIES ALL
ANNUAL RESTRICTED UNDERLYING OTHER
COMPEN- STOCK OPTION COMPEN-
SALARY(1) BONUS SATION(2) AWARDS AWARDS(3) SATION(4)
NAME AND PRINCIPAL POSITION YEAR $ $ $ $ # $
- --------------------------- ---- --------- -------- --------- ---------- ---------- ---------

William B. Ruger -- 1999 $333,000 $ 0 $ 0 $0 0 $ 5,482(5)
Chairman of the Board of 1998 333,000 0 0 0 0 8,829(6)
Directors, Chief Executive 1997 332,500 0 0 0 0 4,512
Officer, Treasurer and
Director
William B. Ruger, Jr. -- 1999 $233,500 $125,000 $ 7,553 $0 0 $35,502(5)
Vice Chairman, Senior
Executive 1998 234,000 92,000 7,553 0 250,000 34,650
Officer, President and
Director 1997 199,000 120,000 3,486 0 0 29,400
Stephen L. Sanetti -- 1999 $183,000 $ 95,000 $22,148 $0 0 $26,816(5)
Vice President, General
Counsel 1998 181,500 72,000 22,148 0 200,000 26,598
and Director 1997 140,000 80,000 17,273 0 0 21,348
Erle G. Blanchard -- 1999 $140,000 $ 75,000 $17,273 $0 0 $70,728(5),(7)
Vice President and Controller 1998 140,000 49,000 17,273 0 200,000 72,024(7)
1997 125,000 50,000 15,183 0 0 61,260(7)

- ---------------
(1) Includes Director's Fees.

(2) The amounts set forth in this column represent "gross-ups" for taxes
incurred on benefits received pursuant to the Company's Supplemental
Executive Profit Sharing Plan (the "Supplemental Plan").

(3) The amounts set forth in this column represent stock options awarded
pursuant to the Company's 1998 Stock Incentive Plan. This plan was adopted
by the Board of Directors on October 28, 1998 and approved by the Company's
stockholders on May 13, 1999. No awards have been granted under the plan
since December 31, 1998.

(4) The amounts set forth in this column represent benefits received pursuant to
the Company's Salaried Employees' Profit Sharing Plan, Supplemental Plan,
and taxable premiums paid by the Company for group term life insurance for
the named individuals, respectively, as follows: William B. Ruger, 1999 --
$0, $0 and $3,492, 1998 -- $0, $0 and $4,512, 1997 -- $0, $0 and $4,512;
William B. Ruger, Jr., 1999 -- $24,000, $9,750 and $972, 1998 -- $24,000,
$9,750 and $900, 1997 -- $24,000, $4,500 and $900; Stephen L. Sanetti,
1999 -- $2,400, $23,850 and $369, 1998 -- $2,400, $23,850 and $348, 1997 --
$2,400, $18,600 and $348; Erle G. Blanchard, 1999 -- $2,400, $18,600 and
$426, 1998 -- $2,400, $18,600 and $576, 1997 -- $2,400, $16,350 and $576.

(5) The amounts set forth in this column also include the taxable value and
"gross-ups" for taxes for Company products given to the named individuals
during 1999, respectively, as follows: William B. Ruger, $1,404 and $586;
William B. Ruger, Jr., $550 and $230; Stephen L. Sanetti, $130 and $67; and
Erle G. Blanchard, $130 and $67.

(6) The amounts set forth in this column for William B. Ruger also include
$2,700 in taxable value and $1,617 in "gross-up" for taxes related to this
value, of a Company vehicle leased to Mr. Ruger during 1998.

(7) The amounts set forth in this column for Erle G. Blanchard also include the
taxable value of moving expenses and "gross-ups" for taxes related to moving
expenses reimbursed to Mr. Blanchard, respectively, as follows:
1999 -- $32,721 and $16,384, 1998 -- $28,535 and $21,913, 1997 -- $23,636
and $18,298.

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8

BOARD COMPENSATION COMMITTEE

REPORT ON EXECUTIVE COMPENSATION

William B. Ruger, the Chairman of the Board, Chief Executive Officer and
Treasurer of the Company, has primary responsibility for setting the
compensation of executive officers. In making decisions in this regard, Mr.
Ruger considers such factors as the individual performance of the officer, the
time elapsed since the officer's last increase in compensation and the overall
performance of the Company. Despite the success of the Company over the past
three years, Mr. Ruger's salary has not been increased during that time period.
The Compensation Committee and the Board of Directors as a whole have ultimate
responsibility for executive compensation. Mr. Ruger does not participate in
matters regarding his own compensation.

The Compensation Committee has not yet adopted a policy with respect to
qualification of executive compensation in excess of $1 million per individual
for deduction under Section 162(m) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder. The Compensation Committee currently
does not anticipate that the compensation of any executive officer during 2000
will exceed the limits of deductibility for 2000.

Compensation Committee

Paul X. Kelley
Richard T. Cunniff
James E. Service

COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION

William B. Ruger, the Chairman of the Board, Chief Executive Officer and
Treasurer of the Company, served on the Compensation Committee until May 13,
1999.

1998 STOCK INCENTIVE PLAN

The Company's 1998 Stock Incentive Plan (the "Plan") was adopted by the
Board of Directors of the Company, effective October 28, 1998, subject to the
approval of such adoption by the stockholders of the Company. The Plan was
approved by the Company's stockholders on May 13, 1999. Pursuant to the Plan,
certain employees of the Company may be awarded stock options or stock
appreciation rights. A maximum of 2,000,000 shares of Common Stock of the
Company are authorized for issuance with respect to awards granted under the
Plan. The material features of the Plan are described below.

The purpose of the Plan is to promote the long-term success of the Company
by providing financial incentives to key employees who are in positions to make
significant contributions toward its success. The Plan is designed to attract
individuals of outstanding ability to employment with the Company, to provide
key employees with a proprietary interest in the Company, to encourage such
employees to continue their employment with the Company and to render superior
performance during such employment.

The Plan is administered by the Stock Incentive Plan Subcommittee of the
Compensation Committee (the "Committee") of the Board of Directors, which has
authority to determine the employees to whom awards will be granted, the form
and amount of the awards, the dates of grant, vesting periods and other terms of
each award. The members of the Committee are Richard T. Cunniff and James E.
Service.

The Plan provides for the award of both incentive stock options ("ISOs"),
as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), and nonqualified stock options ("Non-Qualified Options"). A stock
option entitles the holder thereof to purchase shares of Common Stock from the
Company at a fixed exercise price established at the time the option is granted.
The exercise price for any option will not be less than 50% of the fair market
value of the number of shares of Common Stock covered by
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9

such option as of the date of grant. Notwithstanding the foregoing, the exercise
price of an ISO may not be less than 100% of the fair market value of the number
of shares of Common Stock covered by such option as of the date of grant. Full
payment of the option exercise price must be made by the optionee when an option
is exercised. The exercise price may be paid in cash or in such other form as
the Committee may approve, including shares of Common Stock valued at their fair
market value on the date of option exercise. Options granted under the Plan are
exercisable at such time or times and subject to such terms and conditions,
including conditions which provide for the vesting of awarded options in
periodic installments tied to continuing employment with the Company, as shall
be determined by the Committee. No options may be awarded more than ten years
after the effective date of the Plan. In addition, no more than 500,000 shares
of Common Stock are available for issuance under the Plan to any single
individual.

The Plan also provides for the award of stock appreciation rights. A stock
appreciation right entitles the holder thereof to receive payment of an amount
equal in value to the excess of the fair market value of a share of Common Stock
on the date of exercise over the base measuring price established by the stock
appreciation right multiplied by the number of stock appreciation rights being
exercised. Such amount is payable in cash, shares of Common Stock or a
combination thereof as determined by the Committee. Unlike an option, no payment
is required to be made to the Company upon the exercise of a stock appreciation
right.

The following is a summary of certain federal income tax consequences of
awards that may be made under the Plan.

1. ISOs. No federal taxable income should be recognized by the optionee
upon the grant or exercise of an ISO. If no disqualifying disposition of
the shares of Common Stock acquired upon exercise of an ISO is made
within two years of the date of grant of the ISO or within one year
after the transfer of the shares to the holder upon the exercise of the
ISO, then: (a) upon the sale of the shares, any amount realized in
excess of the exercise price of the option will be taxed as long-term
capital gain and (b) no deduction will be allowed to the Company for
federal income tax purposes. However, the exercise of an ISO may result
in an alternative minimum tax liability because, in general, the
difference between the fair market value of the Common Stock on the date
of exercise and the exercise price will be included in the holder's
alternative minimum taxable income. Whether or not a holder would be
subject to the alternative minimum tax depends on such holder's tax
situation.

If the holder disposes of the Common Stock acquired upon the
exercise of an ISO prior to the expiration of the periods described
above, then generally: (a) the holder will recognize ordinary income in
an amount equal to the excess, if any, of the fair market value of the
shares at exercise (or, if less, the amount realized on the disposition
of the shares) over the exercise price of the option and (b) the Company
will be entitled to deduct any such recognized amount. Any further gain
recognized by the holder will be taxed as short-term or long-term
capital gain, as the case may be, and will not result in a deduction for
the Company.

2. Non-Qualified Options. Except as noted below, with respect to
Non-Qualified Options: (a) no federal taxable income should be
recognized by the holder at the time the option is granted; (b) upon
exercise of the option, generally the holder recognizes ordinary income
in the amount by which the fair market value of the acquired shares on
the exercise date exceeds the exercise price; and (c) at disposition,
generally, any appreciation (or depreciation) after the date of exercise
is treated by the holder either as long-term or short-term capital gain
(or loss), depending upon the length of time that the holder has held
the shares. Generally, the Company is entitled to an income tax
deduction equal to the amount of ordinary income included as
compensation in the gross income of the holder for the taxable year of
the Company during which the holder recognizes such income. The
Company's tax deduction upon exercise of a Non-Qualified Option by
certain executive officers may be subject to the limitations of Section
162(m) of the Code if the Non-Qualified Option was granted with an
exercise price less than the fair market value of the Common Stock on
the date of grant.

3. Stock Appreciation Rights. No federal taxable income will be recognized
by a holder in connection with the grant of a stock appreciation right.
Generally, when a stock appreciation right is exercised, the holder will
be required to recognize as ordinary income in the year of exercise an
amount equal to the
7
10

amount of cash and the fair market value of any shares of Common Stock
received (unless such stock is subject to certain restrictions). At the
time that the holder recognizes ordinary income as a result of the
exercise of a stock appreciation right, the Company will be entitled to
a deduction for the amount included in the holder's income. If the
holder receives Common Stock upon exercise of a stock appreciation
right, the post-exercise appreciation will be treated in the same manner
discussed above under "Non-Qualified Options."

4. Special Rules Applicable to Corporate Insiders. Generally, except where
an election under Section 83(b) of the Code is made or in the case of
ISOs, an individual subject to Section 16(b) of the Securities Exchange
Act of 1934 or to restrictions relating to "pooling of interests"
accounting who receives Common Stock in connection with an award may not
become subject to tax at the times discussed above, but may have the
amount of income calculated (and recognized) based on the fair market
value at a later date.

Under the Plan, each holder who has received an award will be required to
pay the Company (or otherwise make arrangements satisfactory to the Committee
for the payment of) any federal, state, local or other taxes of any kind
required by law to be withheld with respect to any such award. The Company has
the right to deduct any such taxes from any payment of any kind otherwise due
the holder. Further, to the extent permitted by the Committee, a holder may
elect to have his or her tax withholding liability satisfied through the
delivery of shares of Common Stock.

On December 31, 1998, the Committee granted nonqualified stock options to
purchase an aggregate of 1,470,000 shares of Common Stock to certain key
employees of the Company at an exercise price of $11.9375 per share, the closing
price of a share of Common Stock on the New York Stock Exchange on that date,
subject to the approval of the Plan by the stockholders of the Company. Such
options vest and become exercisable in five equal annual installments of 20% of
the total number of options awarded to each employee beginning on the first
anniversary of the date of grant and on each of the next succeeding four
anniversaries thereafter, provided that the holder remains an employee of the
Company on each such anniversary. In the event of a change of control of the
Company, the options will become fully vested and exercisable. The options may
be exercised, to the extent vested, at any time prior to the tenth anniversary
of the date of grant as long as the holder is employed by the Company on the
date of exercise (or within 30 days of the termination of the holder's
employment with the Company due to retirement, death or disability).

The closing price of the Company's Common Stock as reported on the New York
Stock Exchange on February 29, 2000 was $9.75 per share.

8
11

1999 OPTION GRANTS

The following table sets forth certain information regarding stock options
granted during 1999 by the Company to the executive officers named in the
Summary Compensation Table.

POTENTIAL
REALIZABLE VALUE
INDIVIDUAL GRANTS AT ASSUMED
---------------------------------------------------------- INTEREST RATES OF
NUMBER OF PERCENT OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM(3)
OPTIONS EMPLOYEES IN EXERCISE OR -----------------
GRANTED(1) FISCAL YEAR BASE PRICE(2) EXPIRATION @5% @10%
NAME # % $/SHARE DATE $ $
- ---- ---------- ------------- ------------- ---------- ------ -------

William B. Ruger........... 0 0.0% n/a n/a n/a n/a
William B. Ruger, Jr....... 0 0.0% n/a n/a n/a n/a
Stephen L. Sanetti......... 0 0.0% n/a n/a n/a n/a
Erle G. Blanchard.......... 0 0.0% n/a n/a n/a n/a

- ---------------
(1) All options vest in five equal annual installments.

(2) The exercise price is the closing price of the Common Stock as of the date
of grant.

(3) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed annual rates of share price appreciation mandated by
the Securities and Exchange Commission of 5% and 10% of the fair value of
the Common Stock on the date of grant of the options, compounded annually
from the date of the grant to the option expiration date. The gains shown
are net of the option exercise price, but do not include deductions for
taxes or other expenses associated with the exercise. Actual gains, if any,
are dependent upon the performance of the Common Stock and the date on which
the option is exercised. There can be no assurance that the values reflected
will be achieved.

9
12

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

The following table sets forth certain information regarding stock options
exercised during Fiscal 1999 by executive officers of the Company named in the
Summary Compensation Table.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS OPTIONS/SARS
ACQUIRED ON VALUE AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ----------- ----------- ------------------------- -------------------------

William B. Ruger............... 0 $0.00 0/0 $0.00/0.00
William B. Ruger, Jr. ......... 0 0.00 50,000/200,000 0.00/0.00
Stephen L. Sanetti............. 0 0.00 40,000/160,000 0.00/0.00
Erle G. Blanchard.............. 0 0.00 40,000/160,000 0.00/0.00

10
13

COMPANY STOCK PRICE PERFORMANCE

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
Sturm, Ruger & Company, Inc., Standard & Poors 500 And Value Line Recreation
Index
(Performance Results Through 12/31/99)
[LINE GRAPH]

STURM, RUGER & COMPANY,
INC. STANDARD & POORS 500 RECREATION
----------------------- -------------------- ----------

Dec 94 100.00 100.00 100.00
Dec 95 100.97 137.50 122.12
Dec 96 148.77 169.47 136.91
Dec 97 147.81 226.03 219.65
Dec 98 100.73 290.22 265.47
Dec 99 81.21 349.08 341.57

Assumes $100 invested at the close of trading 12/94 in Sturm, Ruger & Company,
Inc. common stock, Standard & Poors 500, and Recreation Index.

*Cumulative total return assumes reinvestment of dividends.

Source: Value Line, Inc.

Factual material is obtained from sources believed to be reliable, but the
publisher
is not responsible for any errors or omissions contained herein.

The peer group in the above graph is the Value Line Recreation Industry.

11
14

PENSION PLAN TABLE

Estimated Amounts of Annual Pension Payable from the Salaried Employees'
Retirement Income Plan for the Participant's Life, Commencing During 1999 at Age
65

YEARS OF CREDITED SERVICE
HIGHEST 60-CONSECUTIVE-MONTH --------------------------------
AVERAGE ANNUALIZED BASE PAY 15 YEARS 20 YEARS 25 YEARS
---------------------------- -------- -------- --------

$ 75,000.................................................... $11,783 $15,710 $19,638
100,000.................................................... 16,783 22,377 27,971
125,000.................................................... 21,783 29,043 36,304
150,000.................................................... 26,783 35,710 44,638

All of the Company's salaried employees participate in the Sturm, Ruger &
Company, Inc. Salaried Employees' Retirement Income Plan (the "Pension Plan"),
which in general provides annual pension benefits at age 65 in an amount equal
to: (i) 1 1/3% of the participant's final average salary (highest
60-consecutive-month average annualized base pay during the last 120 months of
employment) less 0.65% of the participant's Social Security covered
compensation, multiplied by (ii) the participant's years of credited service up
to a maximum of 25 years.

The pensions listed in the table above are not subject to any offset or
deduction for Social Security or any other benefits.

As of December 31, 1999, William B. Ruger, Jr. had more than 25 years of
credited service, and Stephen L. Sanetti and Erle G. Blanchard each had 19 years
of credited service. An indication of the average annualized base pay under the
Pension Plan for these individuals can be found in the Salary column of the
Summary Compensation Table.

12
15

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN TABLE

Estimated Amounts of Annual Plan Benefit Payable from the Supplemental
Executive Retirement Plan for the Participant's Life, Commencing During 1999 at
Age 65

YEARS OF CREDITED SERVICE
--------------------------------
AVERAGE ANNUAL COMPENSATION 15 YEARS 20 YEARS 25 YEARS
- --------------------------- -------- -------- --------

$125,000.................................................... $ 6,753 $ 14,493 $ 22,232
150,000.................................................... 10,753 19,826 28,898
175,000.................................................... 14,753 25,159 35,565
200,000.................................................... 18,753 30,493 42,232
225,000.................................................... 23,453 36,759 50,065
250,000.................................................... 30,953 46,759 62,565
300,000.................................................... 45,953 66,759 87,565
400,000.................................................... 75,953 106,759 137,565

The Sturm, Ruger & Company, Inc. Supplemental Executive Retirement Plan
(the "SERP") is a nonqualified supplemental retirement plan for certain senior
executives of the Company. Three of the executive officers who appear in the
Summary Compensation Table, William B. Ruger, Jr., Stephen L. Sanetti and Erle
G. Blanchard participate in the SERP. The SERP provides an annual benefit
beginning at age 65 in an amount equal to 2% of the participant's average annual
compensation for each complete year of service with the Company up to a maximum
of 50% of such average compensation. The annual benefit is reduced by the amount
the participant is entitled to receive under the Pension Plan, and is further
reduced by the amount of Social Security benefit the participant is entitled to
receive commencing at age 65. The SERP benefit is payable as an annuity over the
life of the participant, with 50% to continue for the life of the participant's
surviving spouse after the participant's death.

The average annual compensation shown in the above table includes the
participant's base pay, bonuses and other compensation for the participant's
highest consecutive 36 months of service (or, if the participant's service was
less than 36 months, then for the entire period of service) as reported in the
Summary Compensation Table, except that benefits received under the Salaried
Employees' Profit Sharing Plan and taxable premiums paid by the Company for
group term life insurance are excluded from the SERP compensation formula. The
annual compensation upon which the SERP benefit is calculated is limited to
$400,000. As of December 31, 1999, William B. Ruger, Jr. had more than 25 years
of credited service, and Stephen L. Sanetti and Erle G. Blanchard each had 19
years of credited service. The estimated amounts presented above assume that the
participant attained age 65 in 1999.

John M. Kingsley, Jr., a Company Director who retired as Executive Vice
President of the Company on December 31, 1996, received $135,036 in benefits
from the SERP during 1999.

The SERP provides that in the event of a change in control of the Company
participants in pay status shall be entitled to receive a lump-sum payment equal
to the present value of the participant's benefit. Those not in pay status shall
become fully vested and generally, if terminated within three years of a change
in control, become entitled to a lump-sum payment. The payment shall be computed
based upon the participant's average compensation and years of service with the
Company on the date of change in control (provided, however, that in the event
of a change in control, the participant's years of service with the Company for
purposes of computing the benefit amount shall not be less than ten). A change
in control is defined to mean the effective date of one of the following events:
(i) sale or exchange of substantially all of the capital stock of the Company;
(ii) sale of substantially all of the assets of the Company; (iii) sale of
substantially all of the capital stock of the Company owned of record and
beneficially held by William B. Ruger and members of his family; or (iv) the
merger or consolidation of the Company with or into one or more other
corporations; and, in each of such four cases, the sale of stock or assets is
to, or the exchange of stock is with, or the merger or consolidation is with or
into one or more persons, firms or corporations which does not own at least 10%
of the capital stock of the Company.

13
16

PRINCIPAL STOCKHOLDERS

The following table sets forth as of February 1, 2000 the ownership of
Common Stock by each person of record or known by the Company to own
beneficially more than 5% of such stock.

SHARES
BENEFICIALLY PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED CLASS
- ------------------------------------ ------------ ----------

William B. Ruger............................................ 4,814,896(1) 17.89%
P.O. Box 447
Newport, NH 03773
William B. Ruger, Jr. ...................................... 6,896,000(2) 25.63%
P.O. Box 293
Newport, NH 03773
Carolyn R. Vogel............................................ 5,022,000(3) 18.66%
P.O. Box 906
Harrisville, NH 03450
Ruger Business Holdings, L.P. .............................. 4,272,000(4) 15.88%
Ruger Management, Inc.
Lacey Place
Southport, CT 06490

- ---------------
(1) Includes 4,272,000 shares of Common Stock held in the name of Ruger Business
Holdings, L.P., of which Mr. Ruger is the sole limited partner and Ruger
Management, Inc. is the sole general partner. Ruger Management, Inc. is
collectively owned by Mr. Ruger, William B. Ruger, Jr. and Carolyn Ruger
Vogel (son and daughter of William B. Ruger). Messrs. Ruger, Ruger, Jr. and
Mrs. Vogel have shared investment and voting control with respect to such
4,272,000 shares of Common Stock. Also includes 542,896 shares of Common
Stock as to which Mr. Ruger is entitled to direct the vote pursuant to a
voting agreement.

(2) Includes 4,272,000 shares of Common Stock as disclosed in footnote (1)
above. Also includes 800,000 shares of Common Stock owned directly by Mr.
Ruger, Jr., and 1,824,000 shares of Common Stock held by a trust of which
Mr. Ruger, Jr. is a trustee. Mr. Ruger, Jr. has sole investment and voting
control with respect to such 2,624,000 shares.

(3) Includes 4,272,000 shares of Common Stock as disclosed in footnote (1)
above. Also includes 750,000 shares of Common Stock owned directly by Mrs.
Vogel. Mrs. Vogel has sole investment and voting control with respect to
such 750,000 shares.

(4) Represents the 4,272,000 shares of Common Stock disclosed in footnote (1)
above.

14
17

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information as of February 1, 2000
as to the number of shares of Common Stock beneficially owned by the Chief
Executive Officer of the Company, each of the three most highly compensated
executive officers of the Company other than the Chief Executive Officer, and
all Directors and executive officers of the Company as a group. See ELECTION OF
DIRECTORS above for such information with respect to each Director of the
Company.

SHARES
BENEFICIALLY PERCENT OF
NAME OF BENEFICIAL OWNER* OWNED CLASS
- ------------------------- ------------ ----------

William B. Ruger............................................ 4,814,896(1) 17.89%
William B. Ruger, Jr. ...................................... 6,896,000(2) 25.63%
Stephen L. Sanetti.......................................... 32,002(3) **
Erle G. Blanchard........................................... 6,000(4) **
All Directors and executive officers as a group (6
non-officer Directors, 3 Directors who are also executive
officers and 2 other executive officers).................. 7,518,607 27.94%

- ---------------
* The address of each of the executive officers named in this Security
Ownership of Management table is c/o Sturm, Ruger & Company, Inc., Lacey
Place, Southport, Connecticut 06490.

** Beneficial owner of less than 1% of the outstanding Common Stock of the
Company.

(3) Includes 2 shares owned by Mr. Sanetti's daughter.

(4) Mr. Blanchard owns these shares in joint tenancy with his spouse.

15
18

SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and Directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Officers, Directors and greater than ten
percent stockholders are required by Securities and Exchange Commission
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

The Company has concluded, based solely on a review of the copies of the
Section 16(a) report forms furnished to the Company, that with respect to the
period from January 1, 1999 through December 31, 1999, all such forms were filed
in a timely manner by the Company's officers, Directors and greater than ten
percent beneficial owners.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 1999, the Company paid Newport Mills, of which William B. Ruger, Jr.
is the sole proprietor, $33,000 for storage rental. During 1999, the Company
also paid Mr. Ruger, Jr. $18,000 for the rental of office space owned by Mr.
Ruger, Jr. in Newport, New Hampshire.

Stanley B. Terhune, a Director and former Vice President of the Company,
serves as a consultant to the Company. For his services in this capacity, Mr.
Terhune receives $100 per hour and during 1999 received a total of $112,434,
including bonuses.

APPROVAL OF INDEPENDENT AUDITORS

Ernst & Young LLP has served as the Company's independent auditors since
1967. Management recommends approval of the appointment of this firm to act as
independent auditors for the 2000 fiscal year. During 1999, Ernst & Young LLP
performed various professional services in connection with its audit of the
financial statements of the Company, including services related to filings with
the Securities and Exchange Commission, audits of certain employee benefit plan
financial statements, attendance at Audit Committee meetings, review of Company
tax returns, and consultation in connection with various business, accounting,
and tax matters. Representatives of Ernst & Young LLP will be present at the
Meeting, will have the opportunity to make a statement if they so desire, and
will be available to respond to appropriate questions.

STOCKHOLDER PROPOSALS

In order to be included in the proxy materials for the Company's next
Annual Meeting of Stockholders, stockholder proposals must be received by the
Company on or before November 27, 2000.

16
19

OTHER MATTERS

Management of the Company does not intend to present any business at the
Meeting other than as set forth in Items 1 and 2 of the attached Notice of
Annual Meeting of Stockholders, and it has no information that others will
present any other business at the Meeting. If other matters requiring the vote
of the stockholders properly come before the Meeting, it is the intention of the
persons named in the proxy to vote the shares represented thereby in accordance
with their judgment on such matters.

The Company, upon written request, will provide without charge to each
person entitled to vote at the Meeting a copy of its Annual Report on Securities
and Exchange Commission Form 10-K for the year ended December 31, 1999,
including the financial statements and financial statement schedules. Such
requests should be directed to Leslie M. Gasper, Corporate Secretary, Sturm,
Ruger & Company, Inc., Lacey Place, Southport, Connecticut 06490.

BY ORDER OF THE BOARD OF DIRECTORS

Leslie M. Gasper
Corporate Secretary

17
20

DIRECTIONS TO THE
STURM, RUGER & COMPANY, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
THURSDAY, MAY 11, 2000 AT 10:30 A.M.
AT THE
LAKE SUNAPEE COUNTRY CLUB
100 COUNTRY CLUB LANE
NEW LONDON, NEW HAMPSHIRE 03257
(603) 526-6040

FROM NEW YORK (APPROXIMATELY 5 HOURS BY CAR) --

1) Take Interstate 95 North to Interstate 91 North in New Haven,
Connecticut.

2) Follow I-91 through Massachusetts to Interstate 89 at White River
Junction, Vermont.

3) Take I-89 South to Exit 11. Turn left at end of ramp, go straight 1 1/2
miles to 2nd flashing light. Fairway Motel and entrance to Lake Sunapee
Country Club is on the right.

4) Turn right into entrance; proceed approximately 1/4 mile to LAKE SUNAPEE
COUNTRY CLUB INN.

FROM BOSTON (APPROXIMATELY 1 3/4 HOURS BY CAR) --

1) Take Interstate 93 North from Boston to Interstate 89 North in Concord,
New Hampshire.

2) In Concord, take I-89 North to Exit 11. Turn right at end of ramp, go
straight 1 1/2 miles to 2nd flashing light. Fairway Motel and entrance
to Lake Sunapee Country Club is on the right.

3) Turn right into entrance; proceed approximately 1/4 mile to LAKE SUNAPEE
COUNTRY CLUB INN.

FROM MANCHESTER AIRPORT (APPROXIMATELY 1 HOUR BY CAR) --

1) When leaving Manchester Airport, turn right onto Brown Street
(residential). Go right onto Route 293/101 East, then left to Interstate
93 North toward Concord, New Hampshire.

2) In Concord, take Interstate 89 North to Exit 11. Turn right at end of
ramp, go straight 1 1/2 miles to 2nd flashing light. Fairway Motel and
entrance to Lake Sunapee Country Club is on the right.

3) Turn right into entrance; proceed approximately 1/4 mile to LAKE SUNAPEE
COUNTRY CLUB INN.

18
21
- --------------------------------------------------------------------------------
PROXY PROXY
STURM, RUGER & COMPANY, INC.
LACEY PLACE, SOUTHPORT, CONNECTICUT 06490

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 11, 2000

The undersigned hereby appoints William B. Ruger, William B. Ruger,
Jr., and Leslie M. Gasper as Proxies, each with the full power to appoint his or
her substitute, and hereby authorizes them to represent and to vote, as
designated below, all the shares of Common Stock of Sturm, Ruger & Company, Inc.
(the "Company"), held of record by the undersigned on March 15, 2000 at the
Annual Meeting of Stockholders to be held on May 11, 2000 or any adjournment or
postponement thereof.

The proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for the election of all directors and for Proposal 2. Please sign
exactly as name appears on other side of this proxy form.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY FORM PROMPTLY
USING THE ENCLOSED ENVELOPE.

(Continued and to be signed on reverse side.)

- --------------------------------------------------------------------------------
STURM, RUGER & COMPANY, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY 0

[ ]

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE FOLLOWING
PROPOSALS:

1. ELECTION OF NINE DIRECTORS - FOR ALL WITHHOLD ALL FOR ALL (Except Nominee(s) written below)
Nominees: William B. Ruger, William B. Ruger, Jr. 0 0 0 ___________________________________
Stephen L. Sanetti, Richard T. Cunniff, Townsend Hornor,
Paul X. Kelley, John M. Kingsley, Jr., James E. Service and
Stanley B. Terhune.

2. Proposal to approve the appointment of Ernst & Young FOR AGAINST ABSTAIN
LLP as the independent auditors of the Company for the 0 0 0
2000 fiscal year.

3. In their discretion, the Proxies are authorized FOR AGAINST ABSTAIN
to vote upon such other business as may 0 0 0
properly come before the meeting.

Dated: __________________________________,2000
Signature(s): ______________________________________
_____________________________________________________

When shares are held by joint tenants, both should
sign. When signing as an attorney, as executor,
administrator, trustee or guardian, please give your
full title as such. If a corporation, please sign in
full corporate name by President or other authorized
officer. If a partnership, please sign in partnership
name by authorized person.

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

22
- --------------------------------------------------------------------------------
PROXY PROXY
STURM, RUGER & COMPANY, INC.
LACEY PLACE, SOUTHPORT, CONNECTICUT 06490

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 11, 2000

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY FORM PROMPTLY
USING THE ENCLOSED ENVELOPE.

(Continued and to be signed on reverse side.)

- --------------------------------------------------------------------------------
STURM, RUGER & COMPANY, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY 0

[ ]

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE FOLLOWING
PROPOSALS:

2. Proposal to approve the appointment of Ernst & Young FOR AGAINST ABSTAIN
LLP as the independent auditors of the Company for the 0 0 0
2000 fiscal year.

3. In their discretion, the Proxies are authorized FOR AGAINST ABSTAIN
to vote upon such other business as may 0 0 0
properly come before the meeting.

Dated: __________________________________,2000
Signature(s): ______________________________________
_____________________________________________________

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