BNS Holding, Inc. – ‘SC 13D’ on 4/30/97 re: BNS Holding, Inc.

As of:  Wednesday, 4/30/97   ·   Accession #:  914260-97-43   ·   File #:  5-11539

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              4     14K 

Document Table of Contents

SC 13D
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934

Brown & Sharpe Manufacturing Company
(Name of Issuer)

 Class B Common Stock, $1.00 Par Value
(Title of class of securities)

11522300
(CUSIP number)

 Margaret D. Farrell, Esq.
Hinckley, Allen & Snyder
 1500 Fleet Center
Providence, Rhode Island 02916
(401)-274-2000

 ___________________________________________________________
(Name, Address and Telephone Number of Person Authorized to 
Receive Notices and Communications) 

March 31, 1997
 (Date of Event Which Requires Filing of This Statement)

No fee is being paid with the statement.

SC 13D
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1) Name of Reporting Person. Henry D. Sharpe, Jr.                     

2) Check if a Member of a Group (See Instructions)                    

(a) ______________________________                          
(b) ______________________________                          

3) SEC Use Only. _________________________                            

4) Source of Funds (See Instructions). Not Applicable                 

     5) Check if Disclosure  of Legal  Proceedings  is Required  Pursuan to Item
2(d) or 2(e):_______________________________________________________            

6) Citizenship or Place of Organization. United States                

Number of        7)  Sole Voting Power:  102,856                                
Shares Bene-                                                                    
ficially         8)  Shared Voting Power: 0                                     
Owned By                                                                        
Each Report-     9)  Sole Dispositive Power: 102,856                            
ing Person                                                                      
With             10) Shared Dispositive Power: 0                                

     11) Aggregate Amount  Beneficially Owned by Each Reporting Person:  102,856

     12) Check if the Aggregate  Amount in Row (11) Excludes Certain Shares (See
Instructions):________X_____________ -                                          

13) Percent of Class Represented by Amount in Row 11. 19.9%           

14) Type of Reporting Person (See Instructions). IN                   

SC 13D
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Item 1.  Security and Issuer.                               

          This statement  relates to the shares of Class B Common  Stock,  $1.00
          par  value  per  share  (the  "Class  B  Stock"),  of  Brown &  Sharpe
          Manufacturing Company, a Delaware corporation ("Company"). The address
          of the Company's  principal  executive  office is 100 Frenchtown Road,
North Kingstown,  Rhode Island 02852.                       

Item 2. Identity and Background.                            

          (a),  (b),  (c) and (f) This filing is being made by Henry D.  Sharpe,
          Jr. Mr. Sharpe's principal address is Pojac Point, North Kingstown, RI
          02852.  Mr.  Sharpe is  Chairman  Emeritus  of the  Company and is the
          Company's former Chairman,  President and Chief Executive Officer. The
          Company's  principal  business  address is 100 Frenchtown  Road, North
          Kingstown,  Rhode Island 02852. Mr. Sharpe is a United States citizen.

          (d) and (e). During the last five years,  Mr. Sharpe has not been: (i)
          convicted in a criminal  proceeding  (excluding  traffic violations or
          similar  misdemeanors);  or (ii) a party  to a civil  proceeding  of a
          judicial or  administration  body of competent  jurisdiction  and as a
          result of such  proceeding was or is subject to a judgment,  decree or
          final order enjoining future  violations of,  prohibiting or mandating
          activities subject to, federal or state securities laws or finding any
violation  with  respect  to such laws.                     

Item 3.  Source and Amount of Funds or Other Consideration. 

Not applicable.                                             

Item 4.  Purpose of Transaction.                            

Not applicable.                                             

Item 5.  Interest in Securities of the Issuer.              

         Mr. Sharpe is the beneficial  owner of 102,856  shares of the Class B
         Stock.  The Class  B Stock is held in  Mr. Sharpe's  revocable  trust
          of  which  Fiduciary  Trust  Company  International  is   the  trustee
          ("Fiduciary"). Mr. Sharpe retains the power to control the voting  and
disposition  of the Class B Stock held by the trust.        

          Item 6. Contracts, Arrangements, Understandings or Relationships  with
Respect to Securities of the Issuer.                                            

          120 shares of the Company's Class A Stock and 40 shares of its Class B
Stock  are  held  by the  Sharpe  Family  Foundation,  a  charitable  foundation
("Foundation").  Foundation trustees are Mr. Sharpe,  Fiduciary and Mr. Sharpe's
wife,  Peggy Boyd Sharpe.  The  trustees  share voting power with respect to the
Foundation's  assets. Mr. Sharpe disclaims  beneficial ownership with respect to
the shares held by the Foundation.                                              

         Mr. Sharpe is a beneficiary of a trust  established under the will of
Henry D. Sharpe, Sr. The trust is in possession of 7,200 shares of the Company's
Class A Stock and 2,400 shares  of its Class B  Stock.   Mr. Sharpe has neither 
voting nor dispositive power with respect to these shares.                      

         308,570 shares of the Company's Class A  Stock are held by Fiduciary as
to which Mr. Sharpe has sole voting and dispositive power.                      

Item 7.  Material to be Filed as Exhibits. None.              

SC 13D
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 SIGNATURE

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.                                                                        

                                                        /s/ Henry D. Sharpe, Jr.
                                                    Henry D. Sharpe, Jr.

Dated:  April 28, 1997                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		4/30/97
		4/28/97		4
		3/31/97		1					10-Q
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