SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
(Rule 13d-102)
(Amendment No. 1)
Brush Engineered Materials, Inc.
(Name of Issuer)
Common Stock
1174211107
(CUSIP Number)
December 31, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
CUSIP NO. 117421107 Page 2 of 4 Pages
1) Name of Reporting Person(s) Paradigm Capital Management, Inc.
I.R.S. Identification IRS No. 14-1770168
No. of Above Person (entities
only)
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2) Check the Appropriate Box (a)
if a Member of a Group (b)
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3) SEC Use Only
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4) Citizenship or Place of Organization
New York
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
(5) Sole Voting Power 725,900
(6) Shared Voting Power -0-
(7) Sole Dispositive Power 725,900
(8) Shared Dispositive Power -0-
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9) Aggregate Amount Beneficially
Owned by Each Reporting Person 725,900
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10) Check if the Aggregate Amount in
Row (9) Excludes Certain Shares Not Applicable
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11) Percent of Class Represented by
Amount In Row (9) 4.4%
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12) Type of Reporting Person IA
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CUSIP NO. 117421107 Page 3 of 4 Pages
Item 1(a) Name of Issuer: Brush Engineered Materials, Inc.
Item 1(b) Address of Issuer's Principal 17876 St. Claire Avenue
Executive Offices: Cleveland, OH 44110
Item 2(a) Name of Person Filing: Paradigm Capital Management, Inc.
Item 2(b) Address of Principal Business Office: Nine Elk Street
Albany, New York 12207
Item 2(c) Citizenship:
A New York State corporation
Item 2(d) Title of Class of Securities: Common Stock
Item 2(e) Cusip Number: 117421107
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-
(b) or 9c), check whether the person filing is a:
(e) [X] an investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).
Item 4. Ownership.
(a) Amount beneficially owned: 725,900
(b) Percent of class: 4.4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
725,900
(ii) Shared power to vote or direct the vote:
-0-
(iii) Sole power to dispose or to direct the disposition of:
725,900
(iv) Shared power to dispose or to direct the disposition of:
-0-
CUSIP NO. 117421107 Page 4 of 4 Pages
Item 5. Ownership of 5% or Less of a Class.
If this statement is being filed to report the fact as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [X].
Item 6. Ownership of more than 5% on Behalf of Another Person.
All securities reported in this Schedule 13G Report are owned by advisory
clients of the Reporting Person.
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
Not Applicable
Item 8 Identification and Classification of Members of the Group.
Not Applicable
Item 9 Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the Issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement in conjunction with
the reporting persons beneficial ownership of the common stock of Brush
Engineered Materials, Inc. at December 31, 2003 is true, complete and correct.
PARADIGM CAPITAL MANAGEMENT, INC.
Dated: February 12, 2004 By_/s/ Robert A. Benton
(Signature)
_Vice President and CFO
(Name/Title)
Telephone: (518) 431-3500
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