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                                                        EXHIBIT 10(o)
                               AMENDMENT NO. 3
                                      TO
                       BRUSH WELLMAN INC. SUPPLEMENTAL
                           RETIREMENT BENEFIT PLAN
                           -----------------------

        Brush Wellman Inc., an Ohio corporation, pursuant to the order of its
Board of Directors, hereby adopts this Amendment No. 3 to the Brush Wellman
Inc. Supplemental Retirement Benefit Plan (as in effect prior to the December
1, 1992 Restatement) (the "Plan").

                                      I.

        Paragraph 4 of the Plan is amended by adding the following at the end
thereof.
        
                C. Special Provision Applicable to Clark G. Waite:
        Notwithstanding the foregoing provisions of this paragraph 4, the
        following shall apply with respect to Clark G. Waite:  If Clark G.
        Waite receives a portion of his benefit under the Salaried Plan in the
        form of a 100% joint and survivor annuity with his spouse, Barbara N.
        Waite, as contingent annuitant, and if for any limitation year of the
        Salaried Plan beginning after May 31, 1995, during which Mr. Waite or
        his spouse, Barbara N. Waite, is alive, the total of the monthly
        payments for such limitation year under the Salaried Plan to Mr. Waite
        and/or his spouse, Barbara N. Waite, are less than the applicable
        annual amount set forth below, the Employer shall, as soon as
        practicable during such limitation year but not later than the last day
        of such limitation year, pay to Mr. Waite or his spouse, Barbara N.
        Waite, as applicable, the difference between the amount of the total of
        the monthly payments for such limitation year under the Salaried Plan
        to Mr. Waite and/or his spouse, Barbara N. Waite, and the applicable
        annual amount for such limitation year set forth below.  The applicable
        annual amount set forth below shall be prorated for the limitation year
        in which the death of the survivor of Mr. Waite, or his spouse, Barbara
        N. Waite, occurs (unless such death of the survivor occurs during the
        last month of such limitation year), based on the number of months in
        such limitation year for which monthly payments under the Salaried Plan
        were made to Mr. Waite and/or 


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        his spouse, Barbara N. Waite, and twelve (12) months (or such other
        proration as shall be appropriate if such limitation year contains
        fewer than twelve months).  In the event of any change in the   
        limitation year of the Salaried Plan or in the event of any qualified
        domestic relations order affecting Mr. Waite's benefits under the
        Salaried Plan, appropriate adjustment(s) to prevent omission or
        duplication shall be made to any amount(s) payable by the Employer
        under this subparagraph (C).




        
                                                    Annual Amount from
               Limitation Year                      the Salaried Plan
               ---------------                      ------------------
                                                 
        June, 1995 through May 1996                     $ 3,484.80 

        June, 1996 through May 1997                     $ 3,484.80 
                
        June, 1997 through May 1998                     $ 6,969.72 

        June, 1998 through May 1999                     $10,454.52 
        
        June, 1999 through May 2000                     $13,939.32

        June, 2000 through May 2001                     $13,939.32

        June, 2001 through May 2002                     $17,424.12

        June, 2002 through May 2003                     $20,908.92

        June, 2003 through May 2004                     $24,393.72

        Beginning After May 2004                        $38,847.36




                                     II.

        The foregoing amendment to the Plan shall be effective on an after the
date of execution entered below.
        
        EXECUTED at Cleveland, Ohio, this 8th day of February, 1995


                                        BRUSH WELLMAN INC.

                                        By   /s/ Carl Cramer
                                           -----------------------------
                                           Title: Vice President Finance

                                        And  /s/ Michael C. Hasychak
                                           -----------------------------
                                           Title: Treasurer