As filed with the Securities and Exchange Commission on November 30, 2001
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

BRUSH ENGINEERED MATERIALS INC.
(Exact Name of Registrant as Specified in Its Charter)

OHIO 34-1919973
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)

17876 St. Clair Avenue, Cleveland, Ohio 44110
(Address of Principal Executive Offices Including Zip Code)

BRUSH ENGINEERED MATERIALS INC. DEFERRED COMPENSATION PLAN
FOR NONEMPLOYEE DIRECTORS (AS AMENDED THROUGH SEPTEMBER 11, 2001)
(Full Title of the Plan)

Michael C. Hasychak
Vice President, Secretary and Treasurer
Brush Engineered Materials Inc.
17876 St. Clair Avenue
Cleveland, Ohio 44110
(Name and Address of Agent For Service)

(216) 486-4200
(Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE

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

Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to Registered (1) Offering Price Aggregate Registration
be Registered Per Share (2) Offering Price (2) Fee
- -------------------------- ---------------------- ----------------------- ------------------------- ----------------------

Common Stock,
without par value (3) 60,000 $ 10.74 $ 644,400 $ 154.02

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(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also registers such additional
shares of Common Stock of Brush Engineered Materials Inc., without par
value ("Common Shares"), as may become issuable pursuant to the
anti-dilution provisions of the Brush Engineered Materials Inc.
Deferred Compensation Plan for Nonemployee Directors (as Amended
through September 11, 2001) (the "Plan").

(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and
Regulations under the Securities Act, on the basis of the average of
the high and low prices of a Common Share on the New York Stock
Exchange on November 26, 2001, within five business days prior to
filing.

(3) One right (each, a "Right") to purchase Series A Junior Participating
Preferred Stock of Brush Engineered Materials Inc. will be issued with
each Common Share. The terms of the Rights are described in the Form
8-A filed by Brush Engineered Materials Inc. on May 16, 2000.

Exhibit Index Appears on Page 2

PART II

This Registration Statement on Form S-8 relates to the registration of
additional Common Shares under an employee benefit plan for which a Registration
Statement on Form S-8 relating to Common Shares has already been filed and
remains effective. Pursuant to General Instruction E to Form S-8, the contents
of the following documents are hereby incorporated by reference:

- Registration Statement No. 333-48866 on Form S-8, filed by Brush
Wellman Inc. (to which Brush Engineered Materials Inc. is a successor
issuer) on June 26, 1992;

- Registration Statement No. 333-63353 on Form S-8, filed by Brush
Wellman, Inc. on September 14, 1998; and

- Post-Effective Amendment No. 1 to the Registration Statement No.
333-63353 on Form S-8 described above, filed by Brush Engineered
Materials Inc. on May 17, 2000.

ITEM 8. Exhibits.
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4(a) Brush Engineered Materials, Inc. (formerly Brush Wellman Inc.)
Deferred Compensation Plan for Nonemployee Directors effective
January 1, 1992 (filed as Exhibit I to the Proxy Statement
dated March 6, 1992, filed by Brush Wellman Inc.,
Commission File No. 1-7006), incorporated herein by reference.

4(b) 2000 Reorganization Amendment, dated May 16, 2000, to the Brush
Engineered Materials Inc. Deferred Compensation Plan for
Nonemployee Directors (filed as Exhibit 4(b) to Post-Effective
Amendment No. 1 to Registration Statement No. 333-63353 on Form
S-8), incorporated herein by reference.

4(c) Amendment No. 1 (Effective September 11, 2001) to Brush
Engineered Materials Inc. Deferred Compensation Plan for
Nonemployee Directors (As Amended as of May 16, 2000).

4(d) Amended and Restated Articles of Incorporation of Brush
Engineered Materials Inc. (filed as Annex B to the
Registration Statement on Form S-4 filed by Brush Engineered
Materials Inc. on February 1, 2000 (Registration No.
333-95917), incorporated herein by reference.

4(e) Amended and Restated Code of Regulations of Brush Engineered
Materials Inc. (filed as Exhibit 4(b) to the Current Report on
Form 8-K filed by Brush Wellman Inc. on May 16, 2000),
incorporated herein by reference.

4(f) Rights Agreement, dated as of May 10, 2000, by and between
Brush Engineered Materials Inc. and National City Bank, N.A.
as Rights Agent (filed as Exhibit 4(a) to the Current Report
on Form 8-K filed by Brush Engineered Materials Inc. on
May 16, 2000), incorporated herein by reference.

5 Not applicable. No original issuance of Common Shares under
the Plan.

23 Consent of Independent Auditors.

24 Power of Attorney for each officer and director of Brush
Engineered Materials Inc. signing this Registration Statement
through an attorney-in-fact.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on November 30, 2001.

BRUSH ENGINEERED MATERIALS INC.

By: /s/ Michael C. Hasychak
---------------------------------------------
Michael C. Hasychak, Vice President,
Secretary and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on November 30, 2001.

Signature Title
--------- -----

* Chairman of the Board, Chief
- ---------------------------------- Executive Officer and Director
Gordon D. Harnett (principal executive officer)

* Vice President Finance and Chief
- ---------------------------------- Financial Officer (principal financial
John D. Grampa and accounting officer)

* Director
- ----------------------------------
Albert C. Bersticker

* Director
- ----------------------------------
Charles F. Brush, III

* Director
- ----------------------------------
David H. Hoag

* Director
- ----------------------------------
Joseph P. Keithley

* Director
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William P. Madar

* Director
- ----------------------------------
N. Mohan Reddy Ph.D.

* Director
- ----------------------------------
William R. Robertson

* Director
- ----------------------------------
John Sherwin, Jr.

* Michael C. Hasychak, the undersigned attorney-in-fact, by signing his
name hereto, does hereby sign and execute this Registration Statement on behalf
of the above indicated officers and directors (constituting a majority of the
directors) pursuant to a power of attorney filed as Exhibit 24 to this
Registration Statement.

November 30, 2001 By: /s/ Michael C. Hasychak
-------------------------------------
Michael C. Hasychak, Attorney-in-Fact

EXHIBIT INDEX
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4(c) Amendment No. 1 (Effective September 11, 2001) to Brush
Engineered Materials, Inc. Deferred Compensation Plan for
Nonemployee Directors (As Amended as of May 16, 2000).

5 Not applicable. No original issuance of Common Shares under
the Plan.

23 Consent of Independent Auditors.

24 Power of Attorney for each officer and director of Brush
Engineered Materials Inc. signing this Registration Statement
through an attorney-in-fact.