EXHIBIT 24


                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of BRUSH ENGINEERED MATERIALS INC., an Ohio corporation (the
"Corporation"), hereby constitutes and appoints Gordon D. Harnett, John D.
Grampa, Michael C. Hasychak and David P. Porter, and each of them, their true
and lawful attorney or attorneys-in-fact, with full power of substitution and
revocation, for them and in their names, place and stead, to sign on their
behalf as a director or officer, or both, as the case may be, of the
Corporation, an Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2005,
and to sign any and all amendments to such Annual Report, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorney or
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the 7th day of March, 2006.



/s/ Gordon D. Harnett                            /s/ William P. Madar
- ------------------------------------             ------------------------------
Gordon D. Harnett, Chairman,                     William P. Madar, Director
Chief Executive Officer and Director
(Principal Executive Officer)



/s/ John D. Grampa                               /s/ William G. Pryor
- ------------------------------------             ------------------------------
John D. Grampa, Vice President                   William G. Pryor, Director
Chief Financial Officer
(Principal Financial Officer)



/s/ Albert C. Bersticker                         /s/ N. Mohan Reddy
- ------------------------------------             ------------------------------
Albert C. Bersticker, Director                   N. Mohan Reddy, Director



/s/ Joseph P. Keithley                           /s/ William R. Robertson
- ------------------------------------             ------------------------------
Joseph P. Keithley, Director                     William R. Robertson, Director



/s/ William B. Lawrence                          /s/ John Sherwin, Jr.
- ------------------------------------             ------------------------------
William B. Lawrence, Director                    John Sherwin, Jr., Director