SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the registrant /X/

Filed by a party other than the registrant / /

Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

SUDBURY, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

SUDBURY, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)

Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
Not Applicable

(2) Aggregate number of securities to which transaction applies:
Not Applicable

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
Not Applicable

(4) Proposed maximum aggregate value of transaction:
Not Applicable

/ / 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.

(1) Amount previously paid:
Not Applicable

(2) Form, schedule or registration statement no.:
Not Applicable

(3) Filing party:
Not Applicable

(4) Date filed:
Not Applicable
2

SUDBURY, INC.
30100 Chagrin Boulevard
Suite 203
Cleveland, Ohio 44124

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

NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS

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

To our Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders of
Sudbury, Inc. to be held at the Cleveland Marriott East, 3663 Park East Drive,
Beachwood, Ohio, on Thursday, October 3, 1996 at 9:00 a.m., local time.

Stockholders will vote upon the following matters either by proxy or in
person:

1. Election of a board of seven directors to hold office until the next
annual meeting of stockholders and until their respective successors have
been elected or qualified;

2. Transaction of any other business as may properly come before the
meeting or any adjournment thereof.

Stockholders of record at the close of business on August 2, 1996 are
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
If you attend the meeting, you may vote in person if you wish, even though you
have previously returned your proxy.

By Order of the Board of
Directors

/s/ Mary C. Farrar
Mary C. Farrar
Secretary

Cleveland, Ohio
August 23, 1996

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, SIGN
AND DATE THE ACCOMPANYING PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
3

SUDBURY, INC.
30100 Chagrin Boulevard
Suite 203
Cleveland, Ohio 44124

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

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

OCTOBER 3, 1996

This Proxy Statement is furnished to stockholders in connection with the
1996 Annual Meeting of Stockholders of Sudbury, Inc. (the "Company") to be held
on October 3, 1996 or any adjournment thereof. The accompanying proxy is
solicited on behalf of the Board of Directors of the Company and will be voted
in accordance with your instructions if it is returned properly executed. Unless
contrary instructions are indicated on the proxy form, your shares will be voted
as recommended by the Board of Directors. The Board of Directors does not
anticipate that any matters, other than those set forth herein, will be brought
before the Annual Meeting. If, however, other matters are properly presented,
the persons named on the proxy will have discretion to vote on such matters.

A stockholder giving a proxy may revoke it at any time before it is
exercised by filing a revocation with the Secretary of the Company, by duly
executing a proxy bearing a later date, or by notifying the Company at the
Annual Meeting. Attendance at the Annual Meeting will not in itself revoke a
proxy.

This Proxy Statement and the accompanying proxy form are scheduled to be
mailed to stockholders of record of the Company beginning on August 23, 1996,
the date of this Proxy Statement. The mailing address of the principal executive
offices of the Company is 30100 Chagrin Boulevard, Suite 203, Cleveland, Ohio
44124.

INFORMATION AS TO VOTING SECURITIES

VOTING RIGHTS

Stockholders of record at the close of business on August 2, 1996 are
entitled to vote in person or by proxy at the Annual Meeting or at any
adjournment thereof. On that date, there were 10,770,174 shares of the Company's
common stock, par value $.01 per share ("Common Stock") outstanding, which are
the only voting securities of the Company. Each share of Common Stock
outstanding on the record date is entitled to one vote per share on each matter
to be acted upon at the meeting.

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4

QUORUM AND TABULATION OF VOTES

The presence, in person or by proxy, of the holders of record of a majority
of the Company's issued and outstanding Common Stock is necessary to constitute
a quorum at this meeting. An automated system assists the Company's transfer
agent in the tabulation of votes cast.

The By-Laws of the Company provide that directors shall be elected by a
plurality vote. All other matters shall be determined by a majority of the votes
cast, except as otherwise provided by statute, the Company's Certificate of
Incorporation or its By-Laws.

If a share is represented for any purpose at the meeting, it is deemed to
be present for all other matters. Abstentions and shares held of record by a
broker or its nominee ("Broker Shares") that are voted on any matter are
included for purposes of determining whether a quorum is present. Votes
"withheld" from, or Broker Shares not voted for, director-nominee(s) will not
count against the election of such nominee(s). In all other matters, abstentions
will have the same effect as a vote against the proposal to which the abstention
applies, and Broker Shares which are not voted will not be treated as either a
vote for or a vote against any of the proposals to which such broker nonvotes
apply.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the ownership of the
Company's Common Stock on August 2, 1996 of (i) beneficial owners known to the
Company of more than five percent of the outstanding shares of Common Stock;
(ii) each director and executive officer; and (iii) all directors and executive
officers as a group. Except as otherwise indicated, each owner has sole voting
and sole investment powers with respect to the stock listed.

NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
------------------------------------ ----------------------- ----------------

Pioneering Management Corporation
60 State Street
Boston, MA 02109 1,000,000(a) 9.3%
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202 891,000(b) 8.3%
Cloyd J. Abruzzo, Director 15,000(c) *
Mark E. Brody, Vice President &
Chief Financial Officer 31,312(c)(d) *
Preston Heller, Jr., Director 5,000(c) *
James A. Karman, Director 1,000(c) *
Alan L. Ockene, Director -0-(c) -0-
David A. Preiser, Director -0-(c) -0-

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NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
------------------------------------ ----------------------- ----------------

Jacques R. Sardas, Chairman,
Chief Executive Officer, Director
Sudbury, Inc.
30100 Chagrin Blvd., Suite 203
Cleveland, OH 44124 2,345,406(c)(e) 18.0%
Thomas F. Slater, Director 40,000(c) *
All executive officers and directors
as a group (8 persons) 2,437,718(c) 18.7%
*Less than 1%
<FN>
- - ---------------

(a) Based on information contained in a report on Schedule 13G dated January 26,
1996 and filed with the Securities and Exchange Commission, ("SEC") by
Pioneering Management Corporation, a registered investment advisor.

(b) In a report on Schedule 13G dated February 14, 1996 and filed with the SEC,
T. Rowe Price Associates, Inc., a registered investment advisor, reported
sole power to dispose of 891,000 shares and sole voting power over 60,000
shares.

(c) Information concerning beneficial ownership of shares is based in part on
information provided by each executive officer and director.

(d) Includes 1,312 shares held by the Sudbury Savings and Profit Sharing Plan as
of May 31, 1996 for the account of Mr. Brody and shares Mr. Brody is deemed
to own by virtue of currently exercisable options to purchase 30,000 shares.

(e) Includes 807 shares held by the Sudbury Savings and Profit Sharing Plan as
of May 31, 1996 for the account of Mr. Sardas and shares Mr. Sardas is
deemed to own by virtue of currently exercisable options to purchase
2,235,329 shares. See also --"CEO Employment Arrangements".

3
6

ELECTION OF DIRECTORS

The Company's By-laws, as amended, provide that the number of directors of
the Company shall number up to seven persons. The Board of Directors has set the
number of directors at seven and has nominated the following seven candidates to
serve as directors of the Company until the 1997 Annual Meeting of Stockholders
and until their successors are elected and qualified: Cloyd J. Abruzzo, Preston
Heller, Jr., James A. Karman, Alan L. Ockene, David A. Preiser, Jacques R.
Sardas and Thomas F. Slater. All of the nominees are presently directors of the
Company. The Company expects that each of the nominees will be available for
election. In the event that any of the nominees becomes unavailable for
election, the proxies will be voted for the election of such person, if any, as
shall be recommended by the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE "FOR" EACH OF THE PROPOSED NOMINEES.

NAME AND PRINCIPAL OCCUPATION AT PRESENT AND FOR THE PAST FIVE YEARS;
DIRECTORSHIPS

Cloyd J. Abruzzo, Age 46

Mr. Abruzzo became a Director of the Company in September 1992.
Since July 1993, Mr. Abruzzo has been President of Stoneridge,
Inc., a group of companies whose principal activities include
the design and manufacture of power and signal distribution
systems and electro-mechanical and electronic components for the
automotive and transportation industries. Before being elected
President, Mr. Abruzzo served, since 1984, as the Vice President
and Chief Financial Officer of Stoneridge. Mr. Abruzzo also
serves on the Board of Directors of Second National Bank of
Warren, a financial services company.

Preston Heller, Jr., Age 67

Mr. Heller became a Director of the Company in September 1993.
Since 1966, Mr. Heller has been affiliated with Pioneer-Standard
Electronics, Inc, an industrial distributor of electronic
components, computer and peripheral systems products. Mr.
Heller, who currently serves as a Director of Pioneer-Standard,
held positions with that company of Chairman, 1983 through March
1996, and Chief Executive Officer, 1983 through March 1995. Mr.
Heller also serves on the Board of Directors of National City
Bank, a financial services company.

James A. Karman, Age 59

Mr. Karman became a Director of the Company in October 1993.
Since 1978, Mr. Karman has served as President and Chief
Operating Officer, and since 1963, as a member of the Board of
Directors of RPM, Inc., a worldwide producer of specialty
chemicals, coatings and sealants for industrial and consumer
markets. Mr. Karman also serves as a Director on the Boards of
McDonald & Company Securities, Inc., a regional investment
banking company, Shiloh Industries, Inc., a supplier of steel
blanks, stampings and processed steel to automotive, appliance
and other industrial manufacturers and A. Schulman, an
international supplier and distributor of plastic compounds and
materials.
7

Alan L. Ockene, Age 65

Mr. Ockene became a Director of the Company in August 1996. From
1991 until his retirement in 1994, Mr. Ockene served as
President and Chief Executive Officer of General Tire, Inc., a
world-wide manufacturer and distributor of tires, as well as a
member of the Executive Board of Directors of Continental AG,
parent company of General Tire. Prior to joining General Tire,
Mr. Ockene was affiliated for 17 years with Goodyear Tire and
Rubber Company, which develops and sells tires domestically and
abroad, serving that company in many capacities including Vice
President, Goodyear Aerospace, in the area of acquisitions and
divestitures, Vice President, Latin America and Vice President,
Europe and Africa. Mr. Ockene currently serves as a Director on
the Boards of A. Schulman and Ameron International Corporation,
a producer of fiberglass, concrete and steel pipe systems, and
high-performance coatings for the building, construction and
industrial markets.

David A. Preiser, Age 39

Mr. Preiser became a Director of the Company in September 1992.
Since 1990, Mr. Preiser has been affiliated with Houlihan,
Lokey, Howard & Zukin, a financial advisory and investment
banking firm specializing in financial restructuring. Mr.
Preiser currently holds the position of Managing Director of
that firm. Mr. Preiser also serves as a Director on the Boards
of NVR, Inc., a home-building firm and JoS. A. Bank Clothiers,
Inc., specializing in men's and women's retail clothing.

Jacques R. Sardas, Age 65

Mr. Sardas became a Director, and the President and Chief
Executive Officer of the Company in January 1992. He was elected
Chairman of the Board of Directors and Treasurer in January
1993. Mr. Sardas was affiliated for 34 years with Goodyear Tire
and Rubber Company, serving that company in many capacities
including as a member of its Board of Directors, Executive Vice
President of the company, President of Goodyear International,
President of North American Operations, and President and Chief
Operating Officer -- Tires.

Thomas F. Slater, Age 52

Mr. Slater became a Director of the Company in December 1992.
Since 1979, Mr. Slater has been President and Chief Executive
Officer of Actron Manufacturing Company, which designs,
manufacturers and markets automotive testing equipment. Mr.
Slater serves as a Director on the Boards of Oatey Company, a
maker of specialty plumbing and automotive repair hardware and
MJM Industries, Inc., a manufacturer of speciality electrical
connectors.
8

ADDITIONAL INFORMATION CONCERNING
THE BOARD OF DIRECTORS

COMMITTEES AND MEETINGS

The Company's Board of Directors held seven regularly scheduled meetings
during the fiscal year ended May 31, 1996. The Board has designated several
standing Committees described below. Attendance by directors at meetings of the
Board and Committees on which they served averaged over 95%. All directors
attended 75% or more of these meetings.

The Audit Committee The function of the Audit Committee is to provide
assistance in fulfilling the Company's responsibility to stockholders, potential
stockholders and the investment community in matters relating to corporate
accounting, reporting practices of the Company and the quality and integrity of
the financial reports of the Company. The members of the Audit Committee are all
non-employee directors: Cloyd J. Abruzzo, Chairman, Jerry A. Cooper, who
resigned as a member of the Company's Board of Directors on August 15, 1996,
James A. Karman and David A. Preiser. The members held three meetings and
consulted informally on other occasions during fiscal 1996.

The Compensation Committee The functions of the Compensation Committee are
to provide guidance and approval for all executive compensation and benefit
programs, as well as to designate those employees of the Company who will
receive grants of stock options under the Company's stock option plan. The
members of the Compensation Committee are all non-employee directors: Thomas F.
Slater, Chairman, Cloyd J. Abruzzo, Jerry A. Cooper, who resigned as a member of
the Company's Board of Directors on August 15, 1996, and Preston Heller, Jr. The
Compensation Committee held five meetings and consulted informally on other
occasions during fiscal 1996.

The Nominating Committee The function of the Nominating Committee is the
selection and nomination of candidates to fill vacancies on the Board as they
occur and to recommend to the Board a slate of nominees for election as
directors at the Company's Annual Meeting of Stockholders. The Nominating
Committee will consider nominations received by security holders in accordance
with procedures to be determined upon any such recommendation. The members of
the Nominating Committee are all non-employee directors: Preston Heller, Jr.,
Chairman, James A. Karman, David A. Preiser and Thomas F. Slater. The members
held one meeting and consulted informally on other occasions during fiscal 1996.

DIRECTOR COMPENSATION

Employee directors receive no additional compensation for service on the
Board of Directors. A director who is not an employee of the Company receives an
annual cash retainer of $20,000 payable in four quarterly installments.
Additionally, non-employee Directors receive $1,200 for each Board meeting
attended in person, $600 for participating in formal telephonic meetings of the
Board and reimbursement of expenses incident to their service. Directors who
undertake special consulting projects on behalf of the Company or its Board of
Directors are entitled to receive remuneration for their services at a per diem
rate of $1,000. A total of $33,250 was paid for services rendered pursuant to
such consulting projects in fiscal 1996.

6
9

In 1994 the Board of Directors adopted the Sudbury, Inc. Directors'
Deferral Plan (the "Plan") for the benefit of non-employee directors. Pursuant
to the Plan, outside directors may elect to defer, until a specified date or
retirement from the Board, all or any part of their retainer or meeting fees
into a cash and/or stock equivalent account established by the Company for their
benefit.

The Company pays interest on compensation deferred into the cash account at
a rate based on the rate of interest paid by the Company on its senior revolving
credit facility. The interest rate currently paid is 8.5% per year. Compensation
deferred to the stock account during any calendar quarter is converted into
stock equivalent units by dividing the total amount of deferred compensation by
the market price, as defined in the Plan, of the Company's Common Stock on the
last business day of that quarter. At the end of the deferral period, the
Company will pay to the director an amount in cash equal to the number of
accumulated stock equivalent units multiplied by the market price of the
Company's Common Stock on the last business day of the calendar quarter
immediately prior to the day on which the deferral period ends.

Deferred amounts and accrued interest may be paid in a lump sum or
installments commencing upon a date specified by the director or the director's
retirement from the Board.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT ON EXECUTIVE MANAGEMENT COMPENSATION

In accordance with its charter and pursuant to authority granted by the
Board, the Compensation Committee of the Board of Directors (the "Committee") is
responsible for approving the Company's cash and non-cash compensation for its
executive officers and making recommendations to the Board of Directors with
respect to the establishment of the Company's executive compensation plans and
programs. The Committee also administers the Company's stock option plans. The
Committee is composed exclusively of independent, non-employee directors who are
not eligible to participate in any of the Company's executive compensation
programs.

The Company's executive compensation program is designed to provide (i)
fair compensation to executives based on their responsibilities and their
achievements of annually established goals and (ii) incentives which develop a
sense of Company ownership and commitment to attaining long-term profitable
operations of the Company's business. The Committee believes that its policies
are best implemented by providing compensation comprised of separate components,
all of which are designed to motivate executive performance. These components
are: base salary, short-term incentive compensation (bonus) and long-term
incentive compensation (stock options).

In setting executive compensation practices for the Company, the Committee
compares the executive compensation program with other companies' compensation
programs for executives with similar responsibilities. The Committee also uses
surveys prepared by independent consulting firms to provide comparative market
compensation data. The comparison groups surveyed include (i) businesses
included in the Company's peer group index and (ii) other manufacturing concerns
with comparable business lines and revenue levels.

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10

The information below is provided with respect to the compensation of the
Company's executive officers including the Chief Executive Officer and the Vice
President and Chief Financial Officer, the only executive officers of the
Company designated as "named executive officers" in the Summary Compensation
Table.

CEO Compensation: In July 1995, the Company and Mr. Jacques R. Sardas,
Chairman, President and Chief Executive Officer of the Company, entered
into an employment agreement (the "1996 Employment Agreement") which
extended the term of Mr. Sardas' employment through January 1998 upon the
expiration of his 1992 employment agreement with the Company (the "1992
Employment Agreement").

Pursuant to the terms of the 1996 Employment Agreement, which became
effective January 13, 1996, Mr. Sardas continues as the Company's Chairman
and Chief Executive Officer until such time as the Board of Directors
selects a new Chief Executive Officer. Upon the selection of a new Chief
Executive Officer, Mr. Sardas will continue as Chairman of the Company's
Board of Directors through the expiration of the 1996 Employment Agreement
on January 12, 1998. Mr. Sardas' base salary is $500,000 per annum for the
longer of the first year of the 1996 Employment Agreement or until such
time as a new Chief Executive Officer of the Company is selected. At such
time as a new Chief Executive Officer is selected (but not before January
13, 1997) Mr. Sardas' base salary will be reduced to $250,000 per annum.

Under the terms of the 1996 Employment Agreement, the Board of
Directors, upon recommendation of the Committee, established a target bonus
under the Company's Incentive Bonus Plan ("Bonus Plan") tied directly to
the Company's achievement of specific financial objectives. The financial
objectives set were based on minimum and maximum target levels relating to
the Company's return on equity. Under the Bonus Plan and consistent with
the 1996 Employment Agreement, Mr. Sardas was entitled to bonus
compensation equal to a percentage of his base salary ranging from 20% to
60% if the financial objectives were achieved. However, no awards would be
paid if the specified minimum target levels were not met. All such awards
require Committee approval and are submitted by the Committee to the Board
of Directors for the Board's final approval.

Additionally, the terms of the 1992 Employment Agreement included a
bonus payable to Mr. Sardas at the expiration of the agreement in January
1996. The bonus amount was equal to 5% of the net fair value of the Company
in excess of $35,000,000 based on an appraisal completed by an independent
investment banking firm. The total of such bonus paid to Mr. Sardas in
January 1996 was $7,250,000.

Base Salary: In setting the annual salary for Mr. Brody, the Company's
Vice President and Chief Financial Officer and the Company's other
executive officers, the Committee reviewed the salaries recommended by the
Chief Executive Officer. The Committee formally recommended to the Board of
Directors, for its final approval, the appropriate level of cash
compensation for fiscal year 1996. Cash compensation levels were determined
upon subjective consideration of scopes of responsibility and comparison
with industry pay practices. In making the determination, such factors were
accorded equal relative importance.

Annual Incentive Bonus: Executive officers, including Mr. Brody, are
also eligible to earn an annual cash incentive bonus under the Bonus Plan.
The amount of each bonus for

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fiscal 1996 was determined as a fixed percentage of each executive
officer's base salary ranging from a minimum of 15% up to a maximum of 45%.
The determination of such bonus percentage for each executive officer for
fiscal 1996 was based upon the Committee's subjective determination of each
individual's level of responsibility and accountability.

The annual incentive bonus is tied directly to the Company's
achievement of specific financial objectives. Each year, usually at its
August meeting, the Committee sets minimum and maximum target levels
relating to the Company's return on equity. No awards are paid if the
specified minimum target is not met. All awards require Committee approval
and are submitted by the Committee to the Board of Directors for the
Board's final approval.

At the close of fiscal year 1996, the Company had achieved the target
levels established at the beginning of fiscal 1996. Accordingly, the
Committee made incentive compensation awards to the participating
executives based on the factors described above.

Stock Options: The ability to grant options under the Sudbury, Inc.
1990 Stock Option Plan terminated on June 22, 1995. The Sudbury, Inc. 1995
Stock Option Plan was adopted by the Board of Directors on June 22, 1995
and by the Company's stockholders on September 28, 1995. Under the
Company's 1995 Stock Option Plan, 215,000 were awarded to named executive
officers during fiscal 1996. The Committee intends to use stock options as
a long-term incentive, having the dual purpose of retaining and attracting
superior-performing executives while, at the same time, aligning the
executives' interests with those of the Company's stockholders.

Compliance with Section 162(m) of the Internal Revenue Code: Section
162(m) of the Internal Revenue Code enacted in 1993 generally disallows a
tax deduction to a public corporation for compensation in excess of
$1,000,000 paid to a corporation's chief executive officer and four other
most highly compensated executive officers. Qualifying performance-based
compensation will not be subject to the limitations provided if certain
requirements are met. The Committee and the Board of Directors currently
intend to structure the compensation of its executive officers in a manner
that is intended to ensure that the Company does not lose any tax
deductions because of the $1,000,000 compensation limit. However, there can
be no assurance that the various incentive and performance-related elements
of the Company's compensation arrangements with its five highest paid
executive officers will, in fact, qualify under Section 162(m) of the
Internal Revenue Code as performance-based compensation excluded from such
limitations.

COMPENSATION COMMITTEE

Thomas F. Slater, Chairman Cloyd J. Abruzzo
Jerry A. Cooper Preston Heller, Jr.

COMPENSATION COMMITTEE INTERLOCKS

No member of the Compensation Committee has interlocking relationships with
third parties which might be considered conflicts of interest.

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12

CEO EMPLOYMENT ARRANGEMENTS

1996 Employment Agreement. In July 1995, the Company and Mr. Sardas entered
into the 1996 Employment Agreement which extended Mr. Sardas' employment for two
years beyond the expiration of the 1992 Employment Agreement through January
1998. The terms of Mr. Sardas' salary and bonus compensation arrangements
pursuant to the 1996 Employment Agreement are detailed above in the section
entitled "Compensation Committee Report on Executive Management
Compensation -- CEO Compensation."

In connection with the 1992 Employment Agreement, confirmed as part of the
Company's Plan of Reorganization, Mr. Sardas was granted 1,764,706 stock options
issued under a 1992 stock option agreement ("1992 Stock Options"). Under the
1996 Employment Agreement, Mr. Sardas has the right to sell to the Company the
Common Stock underlying the 1992 Stock Options (the "Option Stock") in five
separate approximately semi-annual installments commencing February 7, 1996 and
continuing through January 13, 1998. The purchase price for the Option Stock is
the per share fair market value on the purchase date based on the quoted price
on the principal stock exchange on which the Company's Common Stock is traded
("Fair Market Value"). Mr. Sardas generally may delay his right to sell any
installment of the Option Stock until the next succeeding purchase date. If at
that next succeeding purchase date Mr. Sardas does not tender such shares of
Option Stock, the Company will have no further repurchase obligation for such
shares.

Under the terms of the 1996 Employment Agreement, if Mr. Sardas' employment
is terminated other than for cause, or due to Mr. Sardas' death or disability,
the Company is obligated to pay to Mr. Sardas or his estate, at Mr. Sardas' or
his estate's election at that time or at the next installment purchase date, the
Fair Market Value of the Option Stock. Alternately, in such event, if Mr. Sardas
does not exercise such election, he or his estate or representative will
maintain the right to sell the Option Stock in installments as noted above. If
the 1996 Employment Agreement is terminated by the Company for cause, then the
Company has the right to purchase the Option Stock for the Fair Market Value
thereof subject to Mr. Sardas' right to decline to tender such shares. In the
event he declines to tender such shares, the Company's obligation to purchase
the Option Stock will terminate. Mr. Sardas has not exercised his right to sell
his Option Stock subject to the February 7, 1996 installment; therefore, the
Company's obligation with respect to such purchase has terminated.

Pursuant to the 1996 Employment Agreement, the Company granted to Mr.
Sardas under the Company's 1995 Stock Option Plan, options to purchase 200,000
shares of Common Stock. Such options were granted at an exercise price of
$7.625, the market price on the date of grant and expire on July 28, 2000. On
January 13, 1996, 100,000 of such options vested and the remainder will vest on
January 13, 1997.

Other Arrangements. In July 1994, the Company entered into a settlement
agreement with Mr. Sardas providing that under the terms of the 1992 Employment
Agreement and related stock option agreement, Mr. Sardas was entitled to certain
anti-dilution protection arising from the issuance of Participation Certificates
under the Company's Plan of Reorganization. Under the settlement agreement, Mr.
Sardas was issued options evidencing his right to purchase, in the aggregate,
479,893 shares of Common Stock which amount is equivalent to 15% of the total of
the (i) underlying shares of Common Stock reserved for issuance under the
Participation

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13

Certificates and (ii) the options issued under the settlement agreement. Mr.
Sardas was issued options, to purchase 109,270 shares of Common Stock, having an
exercise price per share of $3.17 which were exercised by Mr. Sardas on July 17,
1996. He was also issued options which are currently exercisable to purchase
115,021 shares of Common Stock, having an exercise price per share of $5.69 and
expiring September 1, 1999 and 255,602 shares of Common Stock, having an
exercise price per share of $5.015, and which expire on September 1, 2002.

EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL
AND TERMINATION OF EMPLOYMENT ARRANGEMENTS

Mr. Brody, the Company's Vice President and Chief Financial Officer is a
party to an employment agreement with the Company. The agreement provides that
employment shall be at will, however, if Mr. Brody is terminated by the Company
(or its successor) without cause or if Mr. Brody is subject to constructive
termination (i.e., a reduction in compensation, a diminution in job
responsibilities, or a required relocation outside of the greater Cleveland
area), within one year after a change of control of the Company, Mr. Brody will
be entitled to twenty-four months' severance compensation. Mr. Brody's agreement
also provides him, under certain circumstances, with twelve months' severance
compensation in the event that his employment is terminated by the Company other
than in the event of a change in control.

SUMMARY COMPENSATION TABLE

The following table provides a summary of annual and long-term compensation
during the last three fiscal years for the Chief Executive Officer and all other
executive officers of the Company whose annual salary exceeded $100,000
(hereinafter, referred to collectively as the "named executive officers").

ANNUAL COMPENSATION (a) LONG-TERM COMPENSATION
--------------------------------- --------------------------
AWARDS PAYOUTS
---------- ----------
SECURITIES
UNDERLYING ALL OTHER
NAME AND FISCAL OPTIONS/ LTIP COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS SARs(b)# PAYOUTS($) SATION
- - ----------------------- ---- -------- -------- ---------- ---------- ---------

Jacques R. Sardas 1996 $424,975 $176,869 200,000 $7,250,000(d) (e)
Chairman, Chief 1995 $369,720 $184,860 479,893(c) -0- (e)
Executive Officer, 1994 $369,720 $184,860 -0- -0- (e)
President and
Treasurer
Mark E. Brody 1996 $136,083 $ 43,608 15,000 -0- (e)
Vice President/ 1995 $115,000 $ 51,750 -0- -0- (e)
Chief Financial 1994 $100,000 $ 45,000 -0- -0- (e)
Officer
<FN>
- - ---------------

(a) Includes amounts earned in the specified fiscal year, whether or not
received during such fiscal year.

(b) The Company has not granted any restricted stock or stock appreciation
rights.

11
14

(d) Bonus paid pursuant to Mr. Sardas' 1992 employment agreement with the
Company. See also "Compensation Committee Report on Executive Compensation"
and "CEO Employment Arrangements."

(e) The aggregate amount of all other compensation was less than the lesser of
$50,000 or 10% of the annual salary and bonus reported for the named
executive officers.

OPTION GRANTS AND OPTION EXERCISES

The following table shows all options granted to any of the named executive
officers in fiscal 1996 and the potential value at stock price appreciation
rates of 5% and 10%, over the term of the options. The 5% and 10% rates of
appreciation are required to be disclosed by the SEC and are not intended to
forecast possible future actual appreciation, if any, in the Company's stock
prices.

INDIVIDUAL GRANTS
- - -------------------------------------------------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED ANNUAL
NUMBER OF TOTAL RATES OF STOCK
SECURITIES OPTIONS/SARs EXERCISE MARKET APPRECIATION FOR OPTION
UNDERLYING GRANTED TO OR BASE PRICE ON TERM
OPTIONS/SARs EMPLOYEES IN PRICE DATE OF EXPIRATION ------------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) GRANT DATE 5% 10%
- - ------------------ ------------ ------------ -------- -------- ---------- ---------- ----------

Jacques R. Sardas 200,000(a) 76.9% $7.625 $7.625 7-27-00 $421,329 $931,028
Mark E. Brody 15,000(b) 5.8% $ 8.25 $ 8.25 1-08-06 $77,826 $197,226

<FN>
- - ---------------

(a) Non-qualified stock options granted pursuant to the Sudbury, Inc. 1995 Stock
Option Plan (the "Plan"). 100,000 options granted on July 28, 1995 became
exercisable on January 13, 1996 and the remaining 100,000 will become
exercisable on January 13, 1997.

(b) Non-qualified stock options granted pursuant to the Plan on January 8, 1996
become exercisable in three equal installments on January 8, 1997, January
8, 1998 and January 8, 1999.

AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 1996
AND FISCAL YEAR END OPTION/SAR VALUES

The following table sets forth information for all exercises of stock
options by each of the named executive officers and the number and value of
unexercised in-the-money options at May 31, 1996. The actual amount, if any,
realized upon exercise of stock options will depend upon the amount by which the
market price of the Company's Common Stock on the date of exercise exceeds the
exercise price. There is no assurance that the values of unexercised in-the-
money stock options reflected in this table will be realized.

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

Jacques R. Sardas -0- -0- 2,235,329 100,000 $18,164,001 $ 137,500
Mark E. Brody -0- -0- 30,000 15,000 $ 157,500 $ 11,250

12
15

PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return of the
Company with the cumulative total stockholder return of the Standard & Poor's
500 Composite Stock Index ("S&P 500"), and an industry peer index compiled by
the Company on the basis of similar business lines, sales and total assets. The
corporations making up the Company's peer group of companies are Citation
Corporation, Federal Screw Works, Gehl Company, Intermet Corporation, Lamson &
Sessions Co., Park-Ohio Industries, Inc., Standard Products Company and Walbro
Corporation. Because of a change in focus away from its metalworking and
machinery business, Acme-Cleveland Corporation, a member of the Company's peer
index in preceding fiscal years, is no longer representative of the Company's
current business lines. The Company, therefore, has substituted Citation
Corporation, which more closely resembles the Company in business line, sales
and total assets. During fiscal 1996, the Nasdaq Stock Market ceased listing the
stock prices of ABS Industries, Inc., a member of the Company's peer index in
preceding years; therefore, ABS Industries, Inc. has not been included in the
Company's current peer index. The returns of the peer group of companies, before
and after such changes were made, are included for fiscal 1996 in compliance
with SEC requirements. The peer group consolidation was done on a weighted
average basis (market capitalization basis, adjusted at the end of each
quarter). The graph assumes $100 invested on June 1, 1991 in the Common Stock of
the Company and each of the other indices.

COMPARISON OF CUMULATIVE TOTAL RETURN
ASSUMES INITIAL INVESTMENT OF $100 AND REINVESTMENT OF DIVIDENDS

MEASUREMENT PERIOD
(FISCAL YEAR COVERED) SUDBURY INC. S & P 500 OLD PEERS NEW PEERS

1991 100.00 100.00 100.00 100.00
1992 32.89 109.85 170.00 172.77
1993 26.65 122.60 181.83 176.36
1994 38.57 127.83 180.34 171.28
1995 37.17 153.63 168.80 161.09
1996 50.50 197.33 252.25 224.72

13
16

The graph set forth above was prepared based on requirements established by
the SEC. As depicted above the cumulative total return on the Company's Common
Stock was adversely impacted by the deteriorating financial condition and
ultimate reorganization of the Company which occurred in 1992.

The graph set forth below depicts the cumulative total return on the
Company's Common Stock that would have been achieved if $100 had been invested
on September 1, 1992, the date on which the Company emerged from under the
protection of Chapter 11 of the United States Bankruptcy Code.

COMPARISON OF CUMULATIVE TOTAL RETURN
ASSUMES INITIAL INVESTMENT OF $100 AND REINVESTMENT OF DIVIDENDS

MEASUREMENT PERIOD
(FISCAL YEAR COVERED) SUDBURY INC. S & P 500 PEER GROUP

1992 100.00 100.00 100.00
1993 389.34 111.12 124.97
1994 563.52 115.86 121.98
1995 543.03 139.25 115.26
1996 737.70 178.85 172.24

14
17

INDEPENDENT AUDITORS

The Board of Directors of the Company has selected the firm of Ernst &
Young LLP, independent auditors, to audit the financial statements of the
Company and its subsidiaries for the fiscal year ending May 31, 1997.
Representatives of Ernst & Young LLP are expected to be present at the Annual
Meeting and they will have an opportunity to make a statement should they so
desire. In addition, they will also be available to respond to appropriate
questions from stockholders.

OTHER MATTERS

The Board of Directors is not aware of any other matter which will be
presented to the stockholders for action at the Annual Meeting. Should any other
matter properly come before the Annual Meeting, or any adjournment thereof, the
person or persons voting the proxy accompanying this proxy statement will vote
such proxy in accordance with their best judgment as to such matters.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, 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 SEC. Directors, executive officers
and greater than ten percent beneficial owners are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms that they file. Based
solely on a review of the copies of such forms received by the Company and/or
written representations from certain reporting persons, the Company believes
that during the period June 1, 1995 to May 31, 1996, all filing requirements
applicable to its directors, executive officers and greater than ten percent
owners were complied with.

EXPENSES OF SOLICITATION

The cost of soliciting proxies will be borne by the Company. Officers and
employees of the Company, without additional remuneration may, by letter or
telephone or in person, request the return of proxies. The Company will
reimburse brokerage houses, custodians, nominees, and others for their
reasonable expenses in connection with this solicitation.

STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING

Any stockholder who intends to present a proposal at the 1997 Annual
Meeting of Stockholders and who wishes to have the proposal included in the
Company's proxy statement and form of proxy for that meeting must deliver such
proposal to the Secretary of the Company, at the Company's corporate offices in
Cleveland, Ohio, no later than April 25, 1997.

ANNUAL REPORT

THE COMPANY'S ANNUAL REPORT FOR THE 1996 FISCAL YEAR ACCOMPANIES THIS PROXY
STATEMENT. COPIES OF THE COMPANY'S FORM 10-K AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION MAY BE OBTAINED FROM THE COMPANY.

SUDBURY, INC.

/s/ MARY C. FARRAR

Mary C. Farrar
Corporate Secretary

August 23, 1996

15
18

SUDBURY, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING -- OCTOBER 3, 1996

P Jacques R. Sardas, Mark E. Brody and Mary C. Farrar, or any of
R them, each with power of substitution, are hereby appointed Proxies
O of the undersigned to represent and to vote, as designated, all
X shares of Common Stock of Sudbury, Inc. held of record by the
Y undersigned on August 2, 1996, at the Annual Meeting of
Stockholders to be held on October 3, 1996, or any adjournment
thereof, upon such business as may properly come before the
meeting, including the items on the reverse side of this card as
set forth in the Notice of 1996 Annual Meeting of Stockholders and
the Proxy Statement. In their discretion the Proxies are authorized
to vote upon such other business as may properly come before the
meeting. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.

Election of Directors, Nominees: (change of address)
Cloyd J. Abruzzo, Preston Heller, Jr., James A. Karman, _________________________________
Alan L. Ockene, David A. Preiser, Jacques R. Sardas and _________________________________
Thomas F. Slater. _________________________________
_________________________________
(If you have written in the above
space, please mark the
corresponding box on the reverse
side of this card.)

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES
IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN
AND RETURN THIS CARD.

SEE REVERSE
SIDE

- - --------------------------------------------------------------------------------
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19

/X/ PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
/ / / /

1. Election of
Directors
(see reverse)

For, except vote withheld from the
following nominee(s):

- - -----------------------------------
THE UNDERSIGNED HEREBY
ACKNOWLEDGES RECEIPT OF A COPY
OF THE ACCOMPANYING NOTICE OF
ANNUAL MEETING AND PROXY
STATEMENT AND HEREBY REVOKES
ANY PROXY OR PROXIES
PREVIOUSLY GIVEN:

Change PLEASE MARK, SIGN, DATE AND
of / / RETURN THIS PROXY USING
Address THE ENCLOSED ENVELOPE.

Attend
Meeting / /

SIGNATURE(S) ______________________________________________ DATE ________

NOTE: Please sign exactly as name appears hereon. Joint owners should both
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title as such. In the case of a
corporation, a duly authorized officer should sign on its behalf. If a
partnership, please sign in partnership name by authorized person.

- - --------------------------------------------------------------------------------
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20

SUDBURY, INC.

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 3, 1996

V INSTRUCTIONS FOR VOTING SHARES HELD BY NATIONAL CITY BANK, TRUSTEE
O UNDER THE SUDBURY SAVINGS AND PROFIT SHARING PLAN (THE "PLAN")
T As a participant and named fiduciary under the Plan, I hereby
I direct National City Bank, as Trustee, to vote the shares of
N Company common stock allocated to my Plan account and the shares of
G uninstructed Company common stock for which I have voting authority
under the Plan in the manner hereinafter indicated at the Annual
C Meeting of Stockholders to be held on October 3, 1996, to elect
A directors and conduct other business of the Company.
R
D
Election of Directors, Nominees:

Cloyd J. Abruzzo, Preston Heller, Jr., James A. Karman,

Alan L. Ockene, David A. Preiser, Jacques R. Sardas and

Thomas F. Slater.

SEE REVERSE
SIDE

- - --------------------------------------------------------------------------------
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21

/X/ PLEASE MARK YOUR NUMBER OF SHARES
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
/ / / /

1. Election of
Directors
(see reverse) THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED AS INSTRUCTED.
UNINSTRUCTED SHARES WILL BE VOTED
IN THE SAME MANNER AS THE INSTRUCTED
For, except vote withheld from the SHARES UNLESS OTHERWISE NOTED BELOW
following nominee(s):

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

Change
of / /
Address

Attend
Meeting / /

SIGNATURE(S) ______________________________________________ DATE _________

NOTE: Please sign your name exactly as it appears above and return your proxy
promptly in the enclosed envelope which requires no postage.

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