As filed with the Securities and Exchange Commission on May 24, 2002
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------

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 of (I.R.S. Employer
Incorporation or Organization) Identification Number)

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

BRUSH ENGINEERED MATERIALS INC. SAVINGS AND INVESTMENT PLAN
(Full Title of the Plan)
--------------------

Michael C. Hasychak
Vice President, Treasurer and Secretary
Brush Engineered Materials Inc.
Cleveland, Ohio 44110
(216) 486-4200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------------------------------------------
Proposed
Proposed maximum
maximum aggregate
Title of securities to offering price offering Amount of
be registered Amount to be registered (1) per share price registration fee (2)
- --------------------------------------------------------------------------------------------------------------------

Common Shares, 500,000 shares $12.93 $6,465,000 $595
no par value (3)

Plan Interests (4) Indeterminate
- --------------------------------------------------------------------------------------------------------------------

(1) This Registration Statement is being filed to register 500,000
additional common shares under the Brush Engineered Materials Inc.
Savings and Investment Plan.

(2) Estimated in accordance with Rule 457(c) and 457(h) under the
Securities Act of 1933, as amended ("Securities Act"), solely for the
purpose of calculating the registration fee. The fee with respect to
the

shares registered herein is based on the average of the high and low
prices of the Registrant's common shares as reported on the New York
Stock Exchange on May 17, 2002.

(3) Each common share includes an associated right ("Right") to purchase
Series A Junior Participating Preferred Stock of Brush Engineered
Materials Inc. The terms of the Rights are described in the Form 8-A
filed by the Registrant on May 16, 2000.

(4) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the Brush Engineered Materials Inc.
Savings and Investment Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of the
General Instructions to the Registration Statement on Form S-8 have been sent or
given to employees of the Registrant who participate in the Brush Engineered
Materials Inc. Savings and Investment Plan as required by Rule 428(b)(1)
promulgated under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which are on file with the Securities and
Exchange Commission, are incorporated herein by reference:

1. Annual Report on Form 10-K for the year ended December 31, 2001, filed
by the Registrant on March 27, 2002.

2. Annual Report on Form 11-K for the year ended December 31, 2000, filed
by the Registrant on June 29, 2001.

3. Quarterly Report on Form 10-Q for the quarter ended March 29, 2002,
filed by the Registrant on April 30, 2002.

4. The description of the Registrant's common shares contained in the
Registration Statement on Form S-4, filed by the Registrant on February
1, 2000, including any amendment or report filed for the purpose of
updating that description.

All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934 ("Exchange Act")
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment, which indicates that all of the securities offered
hereby have been sold or which deregisters all such securities remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be part hereof from the date of filing such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

In general, a director of an Ohio corporation will not be found to have
violated his fiduciary duties unless there is proof by clear and convincing
evidence that the director (i) has not acted in good faith, (ii) has not acted
in a manner he reasonably believes to be in or not opposed to the best interests
of the corporation or (iii) has not acted with the care that an ordinarily
prudent person in a like position would use under similar circumstances.
Monetary damages for any act taken or omission made as a director are generally
awarded only if it is proved by clear and convincing evidence that the director
undertook such act or omission either with deliberate intent to cause injury to
the corporation or with reckless disregard for the best interests of the
corporation. Under Ohio law, a corporation must indemnify its directors,
officers, employees and agents against expenses reasonably incurred in
connection with the successful defense (on the merits or otherwise) of an
action, suit or proceeding. A corporation may indemnify such persons in actions,
suits and proceedings (including certain derivative suits) if the individual has
acted in good faith and in a manner that he believes to be in or not opposed to
the best interests of the corporation. In the case of a criminal proceeding, the
individual must also have no reasonable cause to believe that his conduct was
unlawful. Indemnification may be made only if ordered by a court or if
authorized in a specific case upon a determination that the applicable standard
of conduct has been met. Such a determination may be made by a majority of the
disinterested directors, by independent legal counsel or by the shareholders.
Under Ohio law, a corporation may pay the expenses of any indemnified individual
as they are incurred, in advance of the final disposition of the matter, if the
individual provides an undertaking to repay the amount if it is ultimately
determined that he is not entitled to be indemnified. Ohio law generally
requires all expenses, including attorney's fees, incurred by a director in
defending any action, suit or proceeding to be paid by the corporation as they
are incurred if the director agrees (i) to repay such amounts in the event that
it is proved by clear and convincing evidence that his action or omission was
undertaken with deliberate intent to cause injury to the corporation or with
reckless disregard for the best interests of the corporation and (ii) to
reasonably cooperate with the corporation concerning the action, suit or
proceeding.

The code of regulations of Brush Engineered Materials Inc. provides for
indemnification that is coextensive with that permitted under Ohio law. In
addition, Brush Engineered Materials Inc. may enter into agreements that
indemnify its directors and certain of its officers to the maximum extent
permitted by applicable law. The indemnification so granted is not limited to
the indemnification specifically authorized by the Ohio General Corporation Law.
Each agreement represents a contractual obligation of Brush Engineered Materials
Inc. that cannot be altered unilaterally. Brush Engineered Materials Inc. has a
directors' and officers' liability insurance policy, pursuant to which the
directors and officers of Brush Engineered Materials are insured against certain
liabilities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The Exhibits to this Registration Statement are listed in the Exhibit
Index on page 6 and are incorporated herein by reference.

The Registrant will submit or has submitted the Brush Engineered
Materials Inc. Savings and Investment Plan and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the plan.

ITEM 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:

(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;

(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the registration
statement.

(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 May 24, 2002.

BRUSH ENGINEERED MATERIALS INC.

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

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on May
24, 2002.

Signature Title

/s/ Gordon D. Harnett* President, Chairman of the Board, Chief Executive
---------------------- Officer and Director
Gordon D. Harnett (Principal Executive Officer)

/s/ John D. Grampa* Vice President and Chief Financial Officer
------------------- (Principal Financial and Accounting Officer)
John D. Grampa

/s/ Albert C. Bersticker* Director
--------------------------
Albert C. Bersticker

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

/s/ David H. Hoag* Director
-------------------
David H. Hoag

/s/ Joseph P. Keithley* Director
-----------------------
Joseph P. Keithley

/s/ William P. Madar* Director
---------------------
William P. Madar

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

/s/ William R. Robertson* Director
-------------------------
William R. Robertson

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

* By Michael C. Hasychak, attorney-in-fact.

Pursuant to the requirements of the Securities Act, the administrator
of the Brush Engineered Materials Inc. Savings and Investment Plan 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 May 24, 2002.

BRUSH ENGINEERED MATERIALS INC. SAVINGS AND INVESTMENT PLAN

By: /s/ Michael C. Hasychak
-----------------------------------------------
Vice President, Treasurer and Secretary for the
Administrator, Brush Engineered Materials Inc.

BRUSH ENGINEERED MATERIALS INC.

INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION

4(a) Amended and Restated Articles of Incorporation of
Registrant (included as Annex B to the Registration
Statement on Form S-4 filed by the Registrant on
February 1, 2000, as amended, and incorporated herein
by reference).

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

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

5 Opinion of Thompson Hine LLP as to the legality of
the securities being registered.

23(a) Consent of Independent Auditors.

23(b) Consent of Thompson Hine LLP (included as part of
Exhibits 5).

24 Power of Attorney.