SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

        June 22, 2010
via U.S. mail and facsimile to (216) 481-2523

Mr. John D. Grampa, Senior Vice Presiden t Finance and Chief Financial Officer
Brush Engineered Materials Inc. 6070 Parkland Blvd Mayfield Heights, OH 44124
 RE: Brush Engineered Materials Inc.
  Form 10-K for the fiscal year ended December 31, 2009
Filed March 8, 202010
Definitive Proxy Statement on Schedule 14A filed March 25, 2010
  Form 10-Q for the period ended March 31, 2010   File No. 1-15885

Dear Mr. Grampa:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 10-K for the year ended December 31, 2009

Management’s Discussion and Analysis, page 23

1. We note your statement on page 9 that vari ous projects including the F-22 fighter
aircraft have been canceled, which had and will have a negative impact on your
sales.  Please revise MD&A in future fili ngs as appropriate to disclose the impact
of such project cancellations on your ope rating results, liquidity and financial
position for the periods presented.

Mr. John D. Grampa
Brush Engineered Materials Inc.
June 22, 2010 Page 2  Results of Operations, page 23

2. We note the following quality and other issues and/or errors:
• On page 24, a “manufacturing quality issu e” related to the medical market,
which is also discussed on page 29.
• On page 25, margins were reduced $5.7 million in 2007 as a result of
“quality returns from a key customer and related rework and scrap costs.”
• On page 30, a “quality issue and a ch ange in material specifications”
related to media applications contribu ted to decreased sa les in the second
half of 2007.
• On page 30, a “$2.6 million sales correctio n” made in the first quarter of
2008 for “an error from 2007”.
• On page 17 of the April 2, 2010 Form 10-Q, margin in the Beryllium and
Beryllium Composites segment was lower in the first quarter 2010 despite
a slight increase in sales because of  “yield issues on certain products”.
In future filings, please better explain th e nature of these i ssues, including how
they were identified and resolved, the period(s) they affected as well as their impact your operating results, liqui dity and financial position.
 Specialty Engineered Alloys page 31

3. For the basis of a materiality test, please forward to our engineer as supplemental information and not as part of your filing, an estimate of your Utah assets associated with the mining and milling of your bertrandite ore and internal and external beryllium hydroxide sales revenues.  This information should encompass your assets from your mining operation up to the point of your beryllium
hydroxide sales.
 Financial Position, page 37

4. We note your statement on page 41 that you were in compliance with all of your debt covenants as of December 31, 2009.  If it is reasonably likely that you will not meet your financial covena nts, please disclose in future filings the required
minimum/maximum ratios or amounts for each of your financial covenants and the actual ratios or amounts achieved for each financial covenant as of the most
recent balance sheet date.  This disclosu re will allow an investor to easily
understand your current status in meeting your financial covenants.  Refer to
Sections 501.13.b.2 and 501.13.c. of the Fina ncial Reporting Codification for
guidance.  Also, disclose any known future  changes to each covenant, and state
whether you expect to be in compliance when such changes come into effect.

Mr. John D. Grampa
Brush Engineered Materials Inc.
June 22, 2010 Page 3  Ore Reserves page 44

5. In your discussion of ore reserves we note you define a probable reserve as “the estimated quantities of ore known to exis t, principally at greater depths, but
prospects for commercial recovery are undeterminable.”  Please revise your
disclosure to incorporate a probable reserve as defi ned by Section (A) (2) of
Industry Guide 7.

Quantitative and Qualitative Disclosu res About Market Risk, page 48

6. Please revise future filings to disclose your strategies employed to manage
exposure related to the price of natural gas and electricity.  In this regard, we note
your disclosures on page 12.

Consolidated Statements of Income, page 54

7. We note the net loss incurred in 2009.  As such, in future filings please revise the
title of these statements accordingly.
  Consolidated Statements of Shareholders’ Equity, page 57

8. Please revise future filings to clarify the nature of the line item/column “Other equity transactions”.  Provide quantification of material items therein.

Note G – Leasing Arrangements, page 67

9. Please revise future filings to disclose whether you are in compliance with the
restrictive covenants unde r your facility lease.

Other

10. You disclose on page 15 that as a holding company, you are dependent upon
dividends or other intercompa ny transfers of funds from your subsidiaries and that
the payment of dividends and other paym ents to you by your subsidiaries may be
restricted by, among other things, app licable corporate a nd other laws and
regulations, agreements of the subsidiaries  and the terms of ou r current and future
indebtedness.  Please tell us how you considered the requirements under Rule 5-04 to provide Schedule I conde nsed parent only financial statements.  Refer to
Rule 4-08(e)(3) for a discussion of the com putation of restricted net assets and an
illustration of its application.

Mr. John D. Grampa
Brush Engineered Materials Inc.
June 22, 2010 Page 4  Consent

11. Please amend your Form 10-K to provide a signed auditors’ consent.  We note the current Exhibit 23 does not contain a conformed EDGAR signature.  Please
ensure the amended Form 10-K contains  a prominent explanatory note in the
forepart, clearly explaining the reason for the amendment.
 Definitive Proxy Statement on Schedule 14A

12. We note your disclosure in response to Item 402(s) of Regulation S-K. Please
describe the process you undertook to reach the conclusion that disclosure is not
necessary.

13. Please disclose whether, and if so how, your nominating committee considers
diversity in identifying nominees for director.  See Item 402(c)(2)(vi) of
Regulation S-K.
 2009 Summary Compensation Table, page 28

14. The disclosure in footnote (3) to the 2009 Summary Compensation Table
indicates that you have included in th e “Stock Awards” column amounts that
represent the grant date fair value of pe rformance restricted shares. We are not
able to locate any disclosure in the Grants of Plan-Based Awards table that
corresponds to performance-ba sed restricted stock awards  having been granted in
2009.  Please advise.
 Form 10-Q for the period ended April 2, 2010

 Financial Position, page 20

15. You disclose that while accounts rece ivable increased $29.4 million during the
first quarter, the percentage increase in th e level of receivables was less than the
percentage growth in sales in the firs t quarter 2010 from the fourth quarter 2009
due to an improvement in the average collection period.  Given the significant
impact receivables have on your operating cash flows, please revise future filings to disclose days sales outstanding and expl ain material fluctuations therein.
 Off-balance Sheet Arrangements a nd Contractual Obligations, page 22

16. You state there have been no substantive changes in the summary of contractual
obligations under long-term debt agreem ents, operating leases and material
purchase commitments as of April 2, 2010 from the year-e nd 2009 totals as
disclosed on page 41 of our Annual Re port on Form 10-K for the year ended
December 31, 2009.  In light of your $50 million increase in long-term debt

Mr. John D. Grampa
Brush Engineered Materials Inc. June 22, 2010 Page 5
during this quarter, please consider the a ppropriateness of this statement in future
filings.

*    *    *    *

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

 In responding to our comments, please provide a written statement from the
company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

You may contact Jenn Do, St aff Accountant, at (202) 551-3743,or in her absence,
Jeanne Baker, Assistant Chief Accountant, at (202) 551-3691, or me at (202) 551-3355, if
you have questions regarding comments on the financial statements and related matters.
Please contact John Coleman at (202) 551-3610 if you have questions on comments 3 and
5.  Please contact Errol Sanderson at (202) 551- 3746 or, in his absence, Jay Ingram at
(202) 551-3397, with any other questions.
Sincerely,

Terence O’Brien Branch Chief