<PAGE>   1
                                  FORM 10-K

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
- -------------------------------------------------------------------------------
(Mark One)
[X]       ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE 
            SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]  

          For the fiscal year ended         JUNE 30, 1996  
                                    ---------------------------
                                     OR

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] 

          For the transition period from          to           
                                         ---------   ------------
- -------------------------------------------------------------------------------

Commission file number 1-1370

                        BRIGGS & STRATTON CORPORATION
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)


          A Wisconsin Corporation                    39-0182330  
        -------------------------------           ------------------- 
        (State or other jurisdiction of           (I.R.S. Employer
        incorporation or organization)             Identification No.)

           12301 WEST WIRTH STREET
            WAUWATOSA, WISCONSIN                        53222 
    ----------------------------------------          ----------
    (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code:  414-259-5333

Securities registered pursuant to Section 12(b) of the Act:


        Title of Each Class            Name of Each Exchange on Which Registered
        -------------------            -----------------------------------------
 Common Stock (par value $0.01
              per share)                          New York Stock Exchange

 Common Share Purchase Rights                     New York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act:  NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                        Yes  X    No     
                            ----     ------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [   ]

The aggregate market value of voting stock held by nonaffiliates of the
registrant was approximately $1,135,295,000 based on the reported last sale
price of such securities as of September 9, 1996.

Number of Shares of Common Stock Outstanding at September 9, 1996: 28,927,000.

                     DOCUMENTS INCORPORATED BY REFERENCE
                     -----------------------------------

                                          Part of Form 10-K Into Which Portions
               Document                       of Document are Incorporated   
               --------                   -------------------------------------
      Annual Report to Shareholders
       for year ended June 30, 1996              Parts I (Item 1) and II

      Proxy Statement for Annual Meeting
          on October 16, 1996                            Part III

The Exhibit Index is located on page 9.






<PAGE>   2


                              TABLE OF CONTENTS


                                    PART I

       Item                                                            Page 
       ----                                                            ----

        1.      Business                                                1

        2.      Properties                                              3

        3.      Legal Proceedings                                       3

        4.      Submission of Matters to a Vote of Security Holders     3

                Executive Officers of the Registrant                    4

                                       PART II

        5.      Market for the Registrant's Common Equity and Related 
                Stockholder Matters                                     6

        6.      Selected Financial Data                                 6

        7.      Management's Discussion and Analysis of Financial 
                Condition and Results of Operations                     6

        8.      Financial Statements and Supplementary Data             6

        9.      Changes in and Disagreements with Accountants on 
                Accounting and Financial Disclosure                     6

                                   PART III

       10.      Directors and Executive Officers of the Registrant      6

       11.      Executive Compensation                                  6

       12.      Security Ownership of Certain Beneficial Owners 
                and Management                                          6

       13.      Certain Relationships and Related Transactions          6

                                   PART IV

       14.      Exhibits, Financial Statement Schedules, and Reports 
                on Form 8-K                                             7

                Signatures                                              8


<PAGE>   3

                                     PART I


Item 1. Business

Basic Business

Briggs & Stratton Corporation is the world's largest producer of air cooled
gasoline engines for outdoor power equipment. The Company designs,
manufactures, markets and services these products for original equipment
manufacturers worldwide.  These engines are air cooled aluminum alloy gasoline
engines ranging from 3 through 20 horsepower.

Engines

In fiscal 1996, approximately 83% of original equipment gasoline engine sales
were to manufacturers of lawn and garden equipment; approximately 17% were to
manufacturers of other powered equipment, primarily for commercial applications
in the construction industry and for agriculture. In the United States and
Canada, where the majority of the Company's engines are sold, engine sales are
primarily made directly to original equipment manufacturers.

Sales to the Company's largest engine customer, MTD Products Inc., were 21% of
total sales in fiscal 1996. Sales to its second largest customer, A B
Electrolux, were 14% of sales and sales to its third largest customer, Tomkins
PLC, were 13% of sales. Under purchasing plans available to all gasoline engine
customers, the Company normally enters into annual engine supply agreements
with these producers of end products powered by the Company's gasoline engines.
Company management has no reason to anticipate a change from the continuation
of this practice or in its historical business relationships with these
companies.

The major domestic competitors of the Company in engine manufacturing are
Tecumseh Products Company, Kohler Co., Kawasaki Heavy Industries, Ltd., Honda
Motor Co., Ltd. and Onan Corporation. Also, two domestic lawn mower
manufacturers, Toro Co. under its Lawn-Boy brand and Honda, manufacture their
own engines.  Eight Japanese small engine manufacturers, of which Honda and
Kawasaki are the largest, are worldwide competitors not only in the sale of
engines, but end products as well. Tecumseh Europa S.p.A., located in Italy, is
a major competitor in Europe. Major areas of competition from all engine
manufacturers are product quality, price, timely delivery and service. The
Company believes its product quality and service reputation have given it the
strong brand name identification it enjoys.

Servicing of all the Company's gasoline engine products is done primarily by a
network of over 30,000 independent service parts distribution and repair
outlets in the United States and Canada and most foreign countries.

Manufacturing activity in the lawn and garden industry is driven by the need to
deliver new lawn mowers, garden tractors and tillers for retail sales in the
spring and early summer. Thus, demand from customers is at its peak in their
winter and spring manufacturing season. Most engines are manufactured to
individual customer specifications. The Company's production capacities are not
sufficient to meet customer peak season needs. Therefore, many engines
manufactured during the first half of the fiscal year are for shipments in the
second half of the year. Thus, sales generally are highest in the March quarter
and weakest in the September quarter. Customer orders in the last three months
of the fiscal year depend on spring retail sales, so the June quarter is the
least predictable.




                                       1

<PAGE>   4


General

The Company manufactures a majority of the components used in its products and
purchases the balance of its requirements. The Company manufactures its own
ductile and grey iron castings,  aluminum die castings and a high percentage of
other major components, such as carburetors and ignition systems. The Company
also purchases certain finished standard commercial parts such as piston rings,
spark plugs, valves, zinc die castings and plastic components, some stampings
and screw machine parts and smaller quantities of other components. Raw
material purchases are for aluminum, steel, and brass. The Company believes its
sources of supply are adequate.

The Company holds certain patents on features incorporated in its products;
however, the success of the Company's business is not considered to be
primarily dependent upon patent protection. Licenses, franchises and
concessions are not a material factor in the Company's business.

For the years ending June 30, 1996, July 2, 1995 and July 3, 1994, the Company
spent approximately $12,737,000, $13,112,000 and $12,520,000, respectively, on
Company sponsored research activities relating to the development of new
products or the improvement of existing products.

The average number of persons employed by the Company during the fiscal year
was 7,507. Employment ranged from a low of 7,011 in July 1995 to a high of
7,823 in December 1995.

Financial Information About Industry Segments

Financial information about industry segments prior to the spin-off of the
automotive lock division in February 1995 appears in Note 4 of the Notes to
Consolidated Financial Statements in the 1996 Annual Report to Shareholders and
is incorporated herein by reference.

Export Sales

Export sales for fiscal 1996 were $323,747,000 (25% of total sales), for fiscal
1995 were $312,234,000 (23% of total sales) and for fiscal 1994 were
$264,866,000 (21% of total sales). These sales were principally to customers in
European countries.



                                       2

<PAGE>   5



I
tem 2. Properties

The corporate offices and four of the Company's manufacturing facilities are
located in suburbs of Milwaukee, Wisconsin. Subsequent to year-end, the Company
entered into a contract to sell one of these facilities. The Company will
vacate the manufacturing portion of the facility (approximately 444,000 square
feet) by December 31, 1996 but will have the right to occupy the warehouse
portion (approximately 414,000 square feet) for up to 10 years. The Company
also has facilities in Murray, Kentucky; Poplar Bluff and Rolla, Missouri;
Auburn, Alabama; Statesboro, Georgia; and Ravenna, Michigan. These are owned
facilities containing over 4.9 million square feet of office, warehouse and
production area, including the facility under contract.

The engine business is seasonal, with demand for engines at its height in the
winter and early spring. Engine manufacturing operations run at capacity levels
during the peak season, with many operations running three shifts. Engine
operations generally run one shift in the summer, when demand is weakest and
production is considerably under capacity. During the winter, when finished
goods inventories reach their highest levels, owned warehouse space may be
insufficient and capacity may be expanded through rented space. Excess
warehouse space exists in the spring and summer seasons. The Company's owned
properties are well maintained.

The Company leases 177,000 square feet of space to house its European warehouse
in the Netherlands and its foreign sales and service operations in Australia,
Canada, France, Germany, Ireland, New Zealand, Sweden, Switzerland and the
United Kingdom.


Item 3. Legal Proceedings

There are no pending legal proceedings that are required to be reported under
this item.


Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the three months ended June 30,
1996.






                                       3

<PAGE>   6


Executive Officers of the Registrant


       Name, Age, Position              Business Experience for Past Five Years
       -------------------              ---------------------------------------

FREDERICK P. STRATTON, JR., 57          Mr. Stratton was elected to the   
Chairman and Chief Executive Officer    position of Chief Executive Officer in  
(1) (2) (3)                             May 1977 and Chairman in November 1986. 
                                        He also served in the position of 
                                        President from January 1992 to August 
                                        1994.

JOHN S. SHIELY, 44                      Mr. Shiely was elected to his current  
President and Chief Operating Officer   position in August 1994 after serving  
(1) (2)                                 as Executive Vice President - 
                                        Administration since November 1991. He 
                                        served  as Vice President and General 
                                        Counsel from November 1990 to November 
                                        1991.

ROBERT H. ELDRIDGE, 58                  Mr. Eldridge was elected to his current
Executive Vice President and            position effective April 1995. He has  
Chief Financial Officer,                served as Secretary-Treasurer since 
Secretary-Treasurer  (1)                January 1984.
                   
MICHAEL D. HAMILTON, 54                 Mr. Hamilton was elected to his present
Executive Vice President -              position effective June 1989.
Sales and Service

JAMES A. WIER, 53                       Mr. Wier was elected to his current  
Executive Vice President - Operations   position in April 1989.

ERIK ASPELIN, 55                        Mr. Aspelin assumed his current  
Vice President - POWERCOM-2000          position in October 1995, after serving 
                                        as Vice President - Distribution Sales 
                                        and Service since July 1989.

JAMES E. BRENN, 48                      Mr. Brenn was elected to his current  
Vice President and Controller           position in November 1988.

RICHARD J. FOTSCH, 41                   Mr. Fotsch was elected an executive  
Vice President; General Manager -       officer in May 1993 after serving the 
Small Engine Division                   Small Engine Division as Vice President 
                                        and General Manager from July 1990 to 
                                        May 1993.






                                       4

<PAGE>   7

HUGO A. KELTZ, 48                       Mr. Keltz was elected an executive   
Vice President - International          officer in May 1992 after serving as 
                                        Vice President - International since 
                                        June 1991.                           

CURTIS E. LARSON, JR., 48               Mr. Larson was elected to this         
Vice President - Distribution           executive officer position in October  
Sales and Service                       1995 after serving as Vice President - 
                                        Industrial Engine Division since       
                                        January 1993. He held the position of  
                                        Vice President - Sales and Marketing of
                                        the Company's automotive lock division 
                                        from December 1988 to January 1993.    
                                        
PAUL M. NEYLON, 49                      Mr. Neylon was elected an executive    
Vice President; General Manager -       officer in May 1993, after serving the 
Specialty Products Division             Vanguard Division as Vice President and
                                        General Manager since November 1991.   
                                        This division has since been renamed   
                                        the Specialty Products Division. He    
                                        previously served the Castings Division
                                        as Vice President and General Manager  
                                        from July 1989 to November 1991.       

STEPHEN H. RUGG, 49                     Mr. Rugg was elected to his current  
Vice President - Sales                  position in November 1995, after     
                                        serving as Vice President - Sales and
                                        Marketing since November 1988.       

THOMAS R. SAVAGE, 48                    Mr. Savage was elected to this         
Vice President - Administration         executive officer position in November 
and General Counsel                     1994 after serving as General Counsel  
                                        since joining the Company in April     
                                        1992. He held the position of          
                                        Vice President, Secretary and General  
                                        Counsel at Sta-Rite Industries, Inc., a
                                        manufacturer of pumps and other        
                                        fluids-handling equipment and controls,
                                        from 1984 to 1992.                     

GREGORY D. SOCKS, 47                    Mr. Socks was elected an executive      
Vice President; General Manager -       officer in May 1993 after serving the   
Large Engine Division                   Large Engine Division as Vice President 
                                        and General Manager from July 1990 to   
                                        May 1993.                               

GERALD E. ZITZER, 49                    Mr. Zitzer was elected to his current 
Vice President - Human Resources        position in November 1988.            
                                        
                                        

(1)     Officer is also a Director of the Company.

(2)     Member of Executive Committee.

(3)     Member of Planning Committee.

Officers are elected annually and serve until their successors are elected and
qualify.


                                       5

<PAGE>   8


                                    PART II


Item 5.  Market for the Registrant's Common Equity and Related Stockholder
         Matters

Information required by this Item is incorporated by reference to "Quarterly
Financial Data, Dividend and Market Information" on page 31 of the 1996 Annual
Report to Shareholders.


Item 6.  Selected Financial Data

Information required by this Item appears under the heading "Ten Year
Comparisons" on pages 32 and 33 of the 1996 Annual Report to Shareholders and
is incorporated herein by reference.


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Management's discussion and analysis of results of operations and financial
condition of the Company appears on pages 27 through 30 of the 1996 Annual
Report to Shareholders and is incorporated by reference in this Form 10-K.


Item 8.  Financial Statements and Supplementary Data

The information required by Item 8 is incorporated by reference from the
Consolidated Financial Statements and Notes to Consolidated Financial
Statements appearing on pages 12 through 24 and page 31 of the 1996 Annual
Report to Shareholders.


Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

The Company has not changed independent accountants in the last two years.


                                    PART III


Item 10. Directors and Executive Officers of the Registrant

Information pertaining to directors is incorporated herein by reference from
pages 2 and 3 of the Company's 1996 Annual Meeting Proxy Statement dated
September 9, 1996. Information regarding executive officers required by Item
401 of Regulation S-K is furnished in Part I of this Form 10-K. Information
required by Item 405 of Regulation S-K is incorporated by reference from page 6
of the Company's 1996 Annual Meeting Proxy Statement.


Item 11. Executive Compensation

The information required by Item 11 is incorporated by reference from the
section entitled Election of Directors on page 2, the final two paragraphs of
the Nominating and Salaried Personnel Committee Report on Executive
Compensation found on page 11 and the Executive Compensation section found on
pages 12-16 of the Company's 1996 Annual Meeting Proxy Statement.


Item 12. Security Ownership of Certain Beneficial Owners and Management

The information required by Item 12 is incorporated by reference from pages 5
and 6 of the Company's 1996 Annual Meeting Proxy Statement.


Item 13. Certain Relationships and Related Transactions

The information required by Item 13 is incorporated by reference from page 4 of
the Company's 1996 Annual Meeting Proxy Statement.


                                       6

<PAGE>   9


                                    PART IV


Item 14.        Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)     The following documents are filed as a part of this report:


<TABLE>
<CAPTION>
                                                            Page Reference
                                                   -------------------------------
                                                                      1996
                                                                  Annual Report
                                                     1996               to
                                                   Form 10-K        Shareholders
                                                   -------------------------------
<S>                                                                  <C>

   1.   Financial Statements

           Consolidated Balance Sheets,
            June 30, 1996 and July 2, 1995                                13*

           For the Years Ended June 30, 1996,
            July 2, 1995 and July 3, 1994:

            Consolidated Statements of Income and
             Shareholders' Investment                                   12*, 14*

            Consolidated Statements of Cash Flow                          15*

            Notes to Consolidated Financial Statements                   16-24*

           Report of Independent Public Accountants                        26*
</TABLE>


       *Incorporated herein by reference to the Registrant's 1996 Annual Report
        to Shareholders for the fiscal year ended June 30, 1996.

   2.   Financial Statement Schedules

        All financial statement schedules for which provision is made in the
        applicable accounting regulations of the Securities and Exchange
        Commission are not required under the related instructions.

   3.   Exhibits

        See Exhibit Index on page 9 of this report, which is incorporated
        herein by reference. Each management contract or compensatory plan or
        arrangement required to be filed as an exhibit to this report is
        identififed in the Exhibit Index by an asterisk following the Exhibit
        Number.

(b)  Reports on Form 8-K

     No reports on Form 8-K were filed during the last quarter of the period
     covered by this report.

                                       7

<PAGE>   10


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                BRIGGS & STRATTON CORPORATION

                                                By     /s/ R. H. Eldridge
                                                  -----------------------------
                                                       R. H. Eldridge
September 19, 1996                                 Executive Vice President and
                                                   Chief Financial Officer,
                                                   Secretary-Treasurer

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

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Frederick P. Stratton, Jr. and Robert H. Eldridge, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments to this report, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue thereof.

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.



<TABLE>
<S>                                                <C>
      /s/ F. P. Stratton, Jr.                             /s/ John L. Murray
- ------------------------------------------          --------------------------------------
F. P. Stratton, Jr.     September 19, 1996          John L. Murray      September 19, 1996
Chairman and Chief Executive Officer and            Director                             
Director (Principal Executive Officer)       
                                             
      /s/ R. H. Eldridge                                  /s/ C. B. Rogers, Jr.
- ------------------------------------------          --------------------------------------
Robert H. Eldridge      September 19, 1996          C. B. Rogers, Jr.   September 19, 1996
Executive Vice President and                        Director
Chief Financial Officer, Secretary-Treasurer                    
and Director (Principal Financial Officer)   
                                             
      /s/ James E. Brenn                                  /s/ John S. Shiely
- ------------------------------------------          --------------------------------------
James E. Brenn          September 19, 1996          John S. Shiely      September 19, 1996
Vice President and Controller                       President and Chief Operating Officer 
(Principal Accounting Officer)                      and Director
                                             
      /s/ Michael E. Batten                               /s/ Charles I. Story
- ------------------------------------------          --------------------------------------
Michael E. Batten       September 19, 1996          Charles I. Story    September 19, 1996
Director                                            Director
                                             
      /s/ Peter A. Georgescu                              /s/ Elwin J. Zarwell
- ------------------------------------------          --------------------------------------
Peter A. Georgescu      September 19, 1996          Elwin J. Zarwell    September 19, 1996
Director                                            Director
</TABLE>


                                       8

<PAGE>   11

                         BRIGGS & STRATTON CORPORATION
                          (Commission File No. 1-1370)


                                 EXHIBIT INDEX
                        1996 ANNUAL REPORT ON FORM 10-K


  Exhibit
  Number                          Description
  -------                         -----------

   3.1      Articles of Incorporation.
               (Filed as Exhibit 3.2 to the Company's Report on Form 10-Q for
               the quarter ended October 2, 1994, and incorporated by reference
               herein.)

   3.2      Bylaws.
               (Filed as Exhibit 3.2 to the Company's Registration Statement on
               Form 8-B dated October 12, 1992 and incorporated by reference
               herein.)

   4.0      Rights Agreement dated as of August 7, 1996, between Briggs
            & Stratton Corporation and Firstar Trust Company which includes the
            form of Right Certificate as Exhibit A and the Summary of Rights to
            Purchase Common shares as Exhibit B.
               (Filed as Exhibit 4.1 to the Company's Registration Statement on
               Form 8-A, dated as of August 7, 1996 and incorporated by
               reference herein.)

  10.0*     Forms of Officer Employment Agreements.
              (Filed as Exhibit 10.0 to the Company's Annual Report on Form
              10-K for fiscal year ended June 27, 1993 and incorporated by
              reference herein.)

  10.1*     Survivor Annuity Plan.
              (Filed as Exhibit 10.1 to the Company's Annual Report on Form
              10-K for fiscal year ended June 30, 1986 and incorporated by
              reference herein.)

  10.2*     Supplemental Retirement Program.
              (Filed as Exhibit 10.3 to the Company's Annual Report on Form
              10-K for fiscal year ended June 30, 1990 and incorporated by
              reference herein.)

  10.3(a)*  Economic Value Added Incentive Compensation Plan, as amended and
            restated effective April 18, 1995.
              (Filed as Exhibit 10.3 (b) to the Company's Annual Report on Form
              10-K for fiscal year ended July 2, 1995 and incorporated by
              reference herein.)

  10.3(b)*  Amendment to Economic Value Added Incentive Compensation Plan.
              (Filed as Exhibit 10.3 (c) to the Company's Report on Form 10-Q
              for the quarter ended December 31, 1995 and incorporated by
              reference herein.)

  10.4*     Form of Change of Control Employment Agreements.
              (Filed as Exhibit 10.4 to the Company's Annual Report on Form
              10-K for fiscal year ended June 27, 1993 and incorporated by
              reference herein.)

  10.5(a)*  Trust Agreement with an independent trustee to provide payments
            under various compensation agreements with company employees upon
            the occurrence of a change in control.
              (Filed as Exhibit 10.5 (a) to the Company's Annual Report on Form
              10-K for fiscal year ended July 2, 1995 and incorporated by
              reference herein.)

  10.5(b)*  Amendment to Trust Agreement with an independent trustee to provide
            payments under various compensation agreements with company
            employees.
              (Filed as Exhibit 10.5 (b) to the Company's Annual Report on Form
              10-K for fiscal year ended July 2, 1995 and incorporated by
              reference herein.)

  10.6*     Stock Incentive Plan.
              (Filed as Exhibit A to the Company's 1993 Annual Meeting Proxy
              Statement, which was filed as Exhibit 100A to the Company's
              Annual Report on Form 10-K for fiscal year ended June 27, 1993
              and incorporated by reference herein.)





                                       9

<PAGE>   12


    Exhibit
    Number                      Description
    -------                     -----------

    10.7(a)*       Leveraged Stock Option Program.
                     (Filed as Exhibit 10.7 to the Company's Annual Report on
                     Form 10-K for fiscal year ended June 27, 1993 and
                     incorporated by reference herein.)

    10.7(b)*       Amendment to Leveraged Stock Option Program.
                     (Filed as Exhibit 10.7 (b) to the Company's Annual Report
                     on Form 10-K for fiscal year ended July 2, 1995 and
                     incorporated by reference herein.)

    10.8*          Amended and Restated Deferred Compensation Agreement for
                   Fiscal 1995.
                     (Filed as Exhibit 10.9 to the Company's Annual Report on
                     Form 10-K for fiscal year ended July 2, 1995 and
                     incorporated by reference herein.)

    10.9*          Deferred Compensation Agreement for Fiscal 1996.
                     (Filed as Exhibit 10.10 to the Company's Annual Report on
                     Form 10-K for fiscal year ended July 2, 1995 and
                     incorporated by reference herein.)

    10.10*         Deferred Compensation Agreement for Fiscal 1997.
                     (Filed herewith.)

    10.11*         Officer Employment Agreement.
                     (Filed as Exhibit 10.11 to the Company's Report on Form
                     10-Q for the quarter ended December 31, 1995 and
                     incorporated by reference herein.)

    10.12*         Deferred Compensation Plan for Directors.
                     (Filed as Exhibit 10.12 to the Company's Report on Form
                     10-Q for the quarter ended December 31, 1995 and
                     incorporated by reference herein.)

    11             Computation of Earnings Per Share of Common Stock.
                     (Filed herewith.)

    13             Annual Report to Shareholders for Year Ended June 30, 1996.
                     (Filed herewith solely to the extent specific portions
                     thereof are incorporated herein by reference.)

    21             Subsidiaries of the Registrant.
                     (Filed as Exhibit 21 to the Company's Annual Report on
                     Form 10-K for fiscal year ended July 2, 1995 and
                     incorporated by reference herein.)

    23             Consent of Independent Public Accountants.
                     (Filed herewith.)

    24             Power of Attorney
                     (Included in the Signatures Page of this report.)

    27             Financial Data Schedule
                     (Filed herewith.)
- --------------------------------------------------------------------------------

*   Management contracts and executive compensation plans and arrangements
    required to be filed as exhibits pursuant to Item 14 (c) of Form 10-K.








                                       10






<PAGE>   1
               BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

                              EXHIBIT NO. 10.10

               DEFERRED COMPENSATION AGREEMENT FOR FISCAL 1997

        AGREEMENT made this 19th day of June, 1996, between Briggs & Stratton
Corporation (the "Company") and Frederick P. Stratton, Jr. (the "Executive").

        1. Deferral of Compensation. This Agreement shall operate to defer, on
an unfunded basis, compensation earned by the Executive as an employee of the
Company for the Company's fiscal year ending in 1997, to the extent that such
compensation would otherwise be non-deductible under Section 162(m) of the
Internal Revenue Code, as amended from time to time. The amount deferred
hereunder shall be paid to the Executive as soon as practicable following the
Company fiscal year in which the Executive terminates employment with the
Company, such payment to be made in one lump sum, or in such other manner as
may be agreed upon between the Executive and the Company's Nominating and
Salary Personnel Committee of the Board. Such agreement, if any, must occur
before the termination of employment by the Executive, or such payment shall
be in a lump sum.

        2. Death of Executive. If the Executive dies prior to receiving all
funds payable hereunder, the entire unpaid balance shall
 be paid in the same
manner as provided for the Executive under the Company's Economic Value Added
Incentive Compensation Plan.

        3. Binding Effect. This Agreement has been approved by the Company's
Board of Directors and its Nominating and Salaried Personnel Committee, and
shall be binding and inure to the benefit of the Company, its successors and
assigns and the Executive and his heirs, executors, administrators, and legal
representatives.

        4. Earnings on Deferrals. On or before June 29, 1997, the Executive
shall elect to have any deferrals hereunder credited with earnings in
accordance with (a)  or (b) below:

                (a) Earnings on a book (unfunded) basis beginning on the date
           the deferred  amount would otherwise have been paid, and continuing
           thereafter at a rate  equal to 80% of the prime rate made available
           to the best customers of Firstar  Bank Milwaukee, N.A., and adjusted
           and compounded annually as of the last day  of each subsequent
           Company fiscal year until paid;

                (b) Earnings at a rate designed to reflect the performance of
           Company stock.  Under this alternative, the amount deferred shall be
           converted into shares  of phantom Company stock as soon as
           practicable following the determination of the amount deferred
           under this Agreement. Each year, the Committee shall  determine the
           amount of dividends that would have been paid on the phantom  stock
           and convert such dividends into additional shares of phantom stock.
           Following  the conversions described above, the Company shall
           promptly advise Executive  of the number of phantom shares acquired.
           If Executive chooses this investment  alternative, Executive may
           elect to receive distributions in cash or stock;  provided that any
           stock distributions shall be subject to any necessary approvals 
           under securities laws or exchange requirements.

        5. Section 16 Consequences. Executive acknowledges that an election
under Section  4(b) above will have implications under Section 16 of the
Securities Exchange Act of 1934, including potential Section 16(b) liability
if Executive or an affiliate has a matching transaction. Executive

                                      1


<PAGE>   2

acknowledges that he will be responsible for reporting transactions under this
Agreement on the applicable Form 4 or Form 5.

        6. Unfunded Status of Agreement. It is intended that this Agreement
constitute an "unfunded" arrangement for deferred compensation. The Committee
may authorize the creation of a trust or other arrangement to meet the
obligations created under this Agreement provided, however, that unless the
Committee otherwise determines, the existence of such trust or other
arrangement is consistent  with the "unfunded" status of the Agreement.

        7. Miscellaneous. Payment of deferrals hereunder shall be subject to
tax or other withholding requirements as may be required by law. The Company's
Board, or its Nominating and Salaried Personnel Committee, shall have the
power to modify or terminate this Agreement, but only with consent of the
Executive.

        IN WITNESS WHEREOF, Briggs & Stratton Corporation has caused this
Deferred Compensation Agreement to be executed by its duly authorized Director
and Frederick P. Stratton, Jr., together with his spouse, Anne Y. Stratton,
hereunto have set their hands as of the date first above written.

                                      BRIGGS & STRATTON CORPORATION

                                      By:   /s/ John L. Murray 
                                         --------------------------------------
                                         John L. Murray
                                         Chairman, Nominating and
                                         Salaried Personnel Committee

                                            /s/ Frederick P. Stratton, Jr.
                                         --------------------------------------
                                         Frederick P. Stratton, Jr.

                                            /s/ Anne Y. Stratton 
                                         --------------------------------------
                                         Anne Y. Stratton


                                      2




<PAGE>   1
                 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

                                 EXHIBIT NO. 11

               COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK



<TABLE>
<CAPTION>
                                                                                 Fiscal Year Ended                        
                                                              ------------------------------------------------------      
                                                              June 30, 1996        July 2, 1995         July 3, 1994      
                                                              -------------        ------------         ------------      
<S>                                                           <C>                  <C>                  <C>               
Computations for Statements of Income                                                                                     
                                                                                                                          
Primary earnings per share of common stock:                                                                               
                                                                                                                          
 Income before cumulative effect of changes in                                                                            
  accounting principles                                       $  92,412,000        $  104,805,000       $  102,481,000    
 Cumulative effect of changes in accounting principles                -                    -               (32,558,000)   
                                                              -------------        --------------       --------------    
 Net income                                                   $  92,412,000        $  104,805,000       $   69,923,000    
                                                              =============        ==============       ==============    
                                                                                                                          
 Average shares of common stock outstanding                      28,927,000            28,927,000           28,927,000    
 Incremental common shares applicable to common                                                                           
   stock options based on the average market price                                                                        
   during the period                                                131,567               144,550              192,596    
                                                              -------------        --------------       --------------    
 Average common shares, as adjusted                              29,058,567            29,071,550           29,119,596    
                                                              =============        ==============       ==============    
                                                                                                                          
 Earnings per share of common stock:                                                                                      
   Net income before cumulative effect of changes                                                                         
       in accounting principles                               $        3.18        $         3.61       $         3.52    
   Cumulative effect of changes in accounting                                                                             
       principles                                                        -                     -                 (1.12)   
                                                              -------------        --------------       --------------    
   Net earnings per share of common stock                     $        3.18        $         3.61       $         2.40    
                                                              =============        ==============       ==============    
 Fully diluted earnings per share of common stock:                                                                        
   Average shares of common stock outstanding                    28,927,000            28,927,000           28,927,000    
   Incremental common shares applicable to common                                                                         
    stock options based on the more dilutive of the
                                                                       
    common stock ending or average market price                                                                           
    during the period                                               131,567               144,550              192,596    
                                                              -------------        --------------       --------------    
   Average common shares assuming full dilution                  29,058,567            29,071,550           29,119,596    
                                                              =============        ==============       ==============    
   Fully diluted earnings per average share of common                                                                     
    stock, assuming conversion of all applicable securities:                                                              
   Net income before cumulative effect of changes in                                                                      
    accounting principles                                     $        3.18        $         3.61       $         3.52    
   Cumulative effect of changes in accounting                                                                             
    principles                                                       -                     -                     (1.12)   
                                                              -------------        --------------       --------------    
   Net earnings per share of common stock                     $        3.18        $         3.61       $         2.40    
                                                              =============        ==============       ==============    
</TABLE>


Note 1: The dilutive effect of stock options is less than 3% and, accordingly,
presentation is not required under Accounting Principles Board Opinion No.
15. The above is presented to comply with Securities and Exchange Commission
regulations.

Note 2: The calculations for fiscal 1995 and 1994 have been adjusted to reflect
a two-for-one stock split.

                                       1



<PAGE>   1



                 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

                                 EXHIBIT NO. 13
           ANNUAL REPORT TO SHAREHOLDERS FOR YEAR ENDED JUNE 30, 1996





















<PAGE>   2
CONSOLIDATED STATEMENTS OF INCOME




<TABLE>
<CAPTION>
 FOR THE YEARS ENDED JUNE 30, 1996, JULY 2, 1995 AND JULY 3, 1994       
                                                           1996                1995               1994
                                                           ----                ----               ----
<S>                                                <C>                  <C>                <C>
NET SALES .............................            $  1,287,029,000     $  1,339,677,000   $  1,285,517,000

COST OF GOODS SOLD ....................               1,025,281,000        1,068,059,000      1,018,977,000
                                                     --------------       --------------      -------------
    Gross Profit on Sales .............                 261,748,000          271,618,000        266,540,000

ENGINEERING, SELLING,
  GENERAL AND
  ADMINISTRATIVE EXPENSES .............                 108,339,000          101,852,000         94,795,000
                                                     --------------       --------------      -------------
    Income from Operations ............                 153,409,000          169,766,000        171,745,000

INTEREST EXPENSE ......................                 (10,069,000)          (8,580,000)        (8,997,000)

OTHER INCOME, Net .....................                   5,712,000            9,189,000          6,973,000
                                                     --------------       --------------      -------------

 Income Before Provision for
    Income Taxes ......................                 149,052,000          170,375,000        169,721,000
PROVISION FOR INCOME TAXES ............                  56,640,000           65,570,000         67,240,000 
                                                     --------------       --------------      -------------

 Net Income Before Cumulative Effect of
    Accounting Changes ................                  92,412,000          104,805,000        102,481,000

CUMULATIVE EFFECT OF
 ACCOUNTING CHANGES FOR:

    Postretirement Health Care, Net of
     Income Taxes of $25,722,000 ......                     -                    -              (40,232,000)

    Postemployment Benefits, Net of
     Income Taxes of $430,000 .........                     -                    -                 (672,000)

    Deferred Income Taxes .............                     -                    -                8,346,000  
                                                     --------------       --------------      -------------
                                                            -                    -              (32,558,000)
                                                     --------------       --------------      -------------
NET INCOME ............................              $   92,412,000       $  104,805,000      $  69,923,000
                                                     ==============       ==============      =============

PER SHARE DATA:
    Net Income Before Cumulative Effect of
     Accounting Changes
 ...............              $         3.19       $         3.62      $        3.54

    Cumulative Effect of
     Accounting Changes ...............                     -                    -                    (1.12)
                                                     --------------       --------------      -------------
    Net Income ........................              $         3.19       $         3.62      $        2.42
                                                     ==============       ==============      =============
</TABLE>



  The accompanying notes to consolidated financial statements are an integral
                           part of these statements.



                                       12


<PAGE>   3


CONSOLIDATED BALANCE SHEETS





<TABLE>
<CAPTION>

AS OF JUNE 30, 1996 AND JULY 2, 1995
ASSETS                                                                                 1996                1995
                                                                                 --------------       -------------     
<S>                                                                            <C>                   <C>
CURRENT ASSETS: 
  Cash and Cash Equivalents ..............................................       $  150,639,000       $ 170,648,000
  Receivables, Less Reserves of $1,544,000 and $1,537,000, Respectively...          119,346,000          94,116,000
  Inventories - 
    Finished Products and Parts ..........................................           96,078,000          96,540,000
    Work in Process ......................................................           36,932,000          40,107,000
    Raw Materials ........................................................            4,393,000           4,027,000
                                                                                 --------------       -------------     
      Total Inventories ..................................................          137,403,000         140,674,000
  Future Income Tax Benefits .............................................           29,589,000          31,376,000
  Prepaid Expenses .......................................................           19,410,000          16,516,000
                                                                                 --------------       -------------     
      Total Current Assets ...............................................          456,387,000         453,330,000
PREPAID PENSION COST .....................................................            4,682,000              -   
DEFERRED INCOME TAX ASSET ................................................            2,883,000           1,866,000
PLANT AND EQUIPMENT: 
  Land and Land Improvements .............................................           15,603,000           9,499,000
  Buildings ..............................................................          147,670,000         105,844,000
  Machinery and Equipment ................................................          594,608,000         507,606,000
  Construction in Progress ...............................................           18,757,000         103,382,000   
                                                                                 --------------       -------------
                                                                                    776,638,000         726,331,000

  Less - Accumulated Depreciation and Unamortized
    Investment Tax Credit ................................................          402,426,000         383,034,000
                                                                                 --------------       -------------            
        Total Plant and Equipment, Net ...................................          374,212,000         343,297,000
                                                                                 --------------       -------------       
                                                                                 $  838,164,000       $ 798,493,000
                                                                                 ==============       =============
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES: 
  Accounts Payable .......................................................       $   65,642,000       $  63,913,000
  Domestic Notes Payable .................................................            5,000,000           6,750,000
  Foreign Loans ..........................................................           14,922,000          19,653,000
  Current Maturities on Long-Term Debt ...................................           15,000,000              -  
  Accrued Liabilities -                
    Wages and Salaries ...................................................           25,488,000          44,900,000
    Warranty .............................................................           26,257,000          30,353,000
    Other ................................................................           31,187,000          33,564,000
                                                                                 --------------       -------------
      Total Accrued Liabilities ..........................................           82,932,000         108,817,000
  Federal and State Income Taxes .........................................            6,683,000          (1,878,000)
                                                                                 --------------       -------------
      Total Current Liabilities ..........................................          190,179,000         197,255,000
ACCRUED PENSION COST .....................................................                -               1,606,000
ACCRUED EMPLOYEE BENEFITS ................................................           18,431,000          16,447,000
ACCRUED POSTRETIREMENT HEALTH CARE OBLIGATION ............................           69,049,000          68,707,000
LONG-TERM DEBT ...........................................................           60,000,000          75,000,000
COMMITMENTS AND CONTINGENCIES 
SHAREHOLDERS' INVESTMENT: 
  Common Stock -
    Authorized 60,000,000 shares $.01 Par Value,
      Issued and Outstanding 28,927,000 in 1996 and 1995 .................              289,000             289,000
  Additional Paid-In Capital .............................................           40,898,000          41,698,000
  Retained Earnings ......................................................          459,666,000         397,627,000
  Cumulative Translation Adjustments .....................................             (348,000)           (136,000)
                                                                                  -------------       -------------
      Total Shareholders' Investment .....................................          500,505,000         439,478,000
                                                                                  -------------       -------------
                                                                                  $ 838,164,000       $ 798,493,000
                                                                                  =============       =============
</TABLE>


  The accompanying notes to consolidated financial statements are an integral
                         part of these balance sheets.




                                       13

<PAGE>   4


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT

FOR THE YEARS ENDED JUNE 30, 1996, JULY 2, 1995 AND JULY 3, 1994            


<TABLE>
<CAPTION>
                                                                        Additional                      Cumulative
                                                           Common        Paid-In        Retained        Translation
                                                            Stock        Capital        Earnings        Adjustments
                                                            -----       ----------      --------        ----------- 
<S>                                                     <C>           <C>             <C>              <C>     
BALANCES, JUNE 27, 1993 .......................          $ 145,000     $ 42,883,000    $ 318,247,000    $ (1,317,000)
   Net Income .................................             -                -            69,923,000          -  
   Cash Dividends Paid ($.90 per share) .......             -                -           (26,034,000)         -  
   Purchase of Common Stock
     for Treasury .............................             -              (791,000)          -               - 
   Proceeds from Exercise of
     Stock Options ............................             -               266,000           -               - 
   Currency Translation Adjustments ...........             -                -                -              470,000
                                                         ---------     ------------    -------------    ------------
BALANCES, JULY 3, 1994                                     145,000       42,358,000      362,136,000        (847,000)
   Net Income.................................              -                -           104,805,000          -
   Cash Dividends Paid ($.98 per share).......              -                -           (28,348,000)         - 
   Distribution of Shares of STRATTEC
       SECURITY CORPORATION ..................              -                -           (40,966,000)      1,226,000
   Two-for-One Stock Split ...................             144,000         (144,000)          -               - 
   Purchase of Common Stock 
     for Treasury ............................              -              (915,000)          -               -  
   Proceeds from Exercise of
     Stock Options ...........................              -               399,000           -               -
   Currency Translation Adjustments ..........              -                -                -             (515,000)
                                                         ---------     ------------    -------------    ------------ 
BALANCES, JULY 2, 1995 .......................             289,000       41,698,000      397,627,000        (136,000)
   Net Income ................................              -                -            92,412,000          -
   Cash Dividends Paid ($1.05 per share)......              -                -           (30,373,000)         - 
   Purchase of Common Stock
     for Treasury ............................              -            (1,185,000)          -               - 
   Proceeds from Exercise of
     Stock Options ...........................              -               385,000           -               -
   Currency Translation Adjustments ..........              -                -                -             (212,000)
                                                         ---------     ------------    -------------    ------------ 
BALANCES, JUNE 30, 1996 ......................           $ 289,000     $ 40,898,000    $ 459,666,000    $   (348,000)
                                                         =========     ============    =============    ============
</TABLE>






  The accompanying notes to consolidated financial statements are an integral
                           part of these statements.


                                       14

<PAGE>   5


CONSOLIDATED STATEMENTS OF CASH FLOW

FOR THE YEARS ENDED JUNE 30, 1996, JULY 2, 1995 AND JULY 3, 1994

Increase (Decrease) in Cash and Cash Equivalents    


<TABLE>
<CAPTION>
                                                                           1996          1995           1994
                                                                           ----          ----           ----     
<S>                                                                 <C>            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income ................................................        $ 92,412,000   $ 104,805,000   $ 69,923,000
  Adjustments to Reconcile Net Income to
    Net Cash Provided by Operating Activities -
    Cumulative Effect of Accounting Changes,
      Net of Income Taxes ...................................              -               -          32,558,000
    Depreciation ............................................          43,032,000      44,445,000     42,950,000
    (Gain) Loss on Disposition of Plant and Equipment .......           2,692,000       1,452,000        (96,000)
    Change in Operating Assets and Liabilities -
     (Increase) Decrease in Receivables .....................         (25,230,000)     11,125,000      2,384,000
     (Increase) Decrease in Inventories .....................           3,271,000     (62,753,000)   (11,605,000)
     (Increase) in Other Current Assets .....................          (1,107,000)     (4,720,000)   (10,593,000)
     Increase (Decrease) in Accounts Payable,
       Accrued Liabilities and Income Taxes .................         (15,595,000)     (8,220,000)    38,132,000
     Other, Net .............................................          (4,979,000)      9,633,000      1,420,000
                                                                    -------------   -------------   ------------    
       Net Cash Provided by Operating Activities ............          94,496,000      95,767,000    165,073,000
                                                                    -------------   -------------   ------------   
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to Plant and Equipment ..........................         (77,746,000)   (131,034,000)   (40,804,000)   
  Proceeds Received on Sale of Plant and Equipment ..........           1,069,000       2,055,000      7,268,000
  Sale of Short-Term Investments ............................              -               -          70,422,000
  Decrease in Cash Due to Spin-Off of Lock Business .........              -             (174,000)        - 
                                                                    -------------   -------------   ------------            
       Net Cash Provided by (Used in) Investing Activities            (76,677,000)   (129,153,000)    36,886,000
                                                                    -------------   -------------   ------------        
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net Borrowings (Repayments) on Loans and Notes Payable ....          (6,481,000)     12,080,000      5,396,000
  Cash Dividends Paid .......................................         (30,373,000)    (28,348,000)   (26,034,000)
  Purchase of Common Stock for Treasury .....................          (1,185,000)       (915,000)      (791,000)
  Proceeds from Exercise of Stock Options ...................             385,000         399,000        266,000
                                                                    -------------   -------------   ------------                   
       Net Cash Used in Financing Activities ................         (37,654,000)    (16,784,000)   (21,163,000)
                                                                    -------------   -------------   ------------   
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE
  CHANGES ON CASH AND CASH EQUIVALENTS ......................            (174,000)       (283,000)       804,000
                                                                    -------------   -------------   ------------            
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS ..........................................         (20,009,000)    (50,453,000)   181,600,000
CASH AND CASH EQUIVALENTS:
  Beginning of Year .........................................         170,648,000     221,101,000     39,501,000
                                                                    -------------   -------------   ------------     
  End of Year ...............................................       $ 150,639,000   $ 170,648,000   $221,101,000
                                                                    =============   =============   ============    
SUPPLEMENTAL DISCLOSURE OF
 CASH FLOW INFORMATION:
  Interest Paid .............................................       $  10,137,000   $   8,501,000   $  8,997,000
                                                                    =============   =============   ============    
  Income Taxes Paid .........................................       $  48,865,000   $  88,935,000   $ 77,748,000
                                                                    =============   =============   ============
</TABLE>




  The accompanying notes to consolidated financial statements are an integral
                           part of these statements.






                                       15

<PAGE>   6


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED JUNE 30, 1996, JULY 2, 1995 AND JULY 3, 1994


(1)     NATURE OF OPERATIONS:

Briggs & Stratton Corporation (the Company) is a U.S. based producer of air
cooled gasoline engines. These engines are sold primarily to original equipment
manufacturers of lawn and garden equipment and other gasoline engine powered
equipment worldwide.

(2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Fiscal Year: The Company's fiscal year consists of 52 or 53 weeks, ending on
the Sunday nearest the last day of June in each year. Therefore, the 1996 and
1995 fiscal years were 52 weeks long and the 1994 fiscal year was 53 weeks
long. All references to years relate to fiscal years rather than calendar
years.

Principles of Consolidation: The consolidated financial statements include the
accounts of Briggs & Stratton Corporation and its wholly owned domestic and
foreign subsidiaries after elimination of intercompany accounts and
transactions.

Accounting Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents: This caption includes cash and certificates of
deposit.  The Company considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents.

Inventories: Inventories are stated at cost, which does not exceed market.  The
last-in, first-out (LIFO) method was used for determining the cost of
approximately 93% of total inventories at June 30, 1996 and at July 2, 1995 and
89% at July 3, 1994. The cost for the remaining portion of the inventories was
determined using the first-in, first-out (FIFO) method. If the FIFO inventory
valuation method had been used exclusively, inventories would have been
$48,125,000, $43,582,000 and $42,268,000 higher in the respective years. The
LIFO inventory adjustment was determined on an overall basis, and accordingly,
each class of inventory reflects an allocation based on the FIFO amounts.

Plant and Equipment and Depreciation:
Plant and equipment is stated at cost, and depreciation is computed using the
straight-line method at rates based upon the estimated useful lives of the
assets.

Expenditures for repairs and maintenance are charged to expense as incurred.
Expenditures for major renewals and betterments, which significantly extend the
useful lives of existing plant and equipment, are capitalized and depreciated.
Upon retirement or disposition of plant and equipment, the cost and related
accumulated depreciation are removed from the accounts and any resulting gain
or loss is recognized in other income.

Investment Tax Credits: The Company follows the deferral method of accounting
for the Federal investment tax credit. The credit, which was eliminated in
1986, has been recorded as an addition to accumulated depreciation and is being
amortized over the estimated useful lives of the related assets via a reduction
of depreciation expense.

The amounts amortized into income in each of the three years were $672,000 in
1996, $759,000 in 1995 and $830,000 in 1994. During 1995, $217,000 was
eliminated in the spin-off, as described in subsequent footnotes. At the end of
fiscal years 1996 and 1995, unamortized deferred investment tax credits
aggregated $1,577,000 and $2,249,000, respectively.



                                       16

<PAGE>   7
NOTES . . .

Income Taxes: The Provision for Income Taxes includes Federal, state and
foreign income taxes currently payable and those deferred or prepaid because of
temporary differences between financial statement and tax bases of assets and
liabilities.  The Future Income Tax Benefits represent temporary differences
relating to current assets and current liabilities and the Deferred Income
Taxes represent temporary differences relating to noncurrent assets and
liabilities.

Research and Development Costs: Expenditures relating to the development of new
products and processes, including significant improvements and refinements to
existing products, are expensed as incurred. The amounts charged against income
were $12,737,000 in 1996, $13,112,000 in 1995 and $12,520,000 in 1994.

Accrued Employee Benefits: The Company's life insurance program includes
payment of a death benefit to beneficiaries of retired employees. The Company
accrues for the estimated cost of these benefits over the estimated working
life of the employee. Past service costs for all retired employees have been
fully provided for. The Company also accrues for the estimated cost of
supplemental retirement and death benefit agreements with executive officers.

Accrued Postretirement Health Care Obligation: During the 1994 fiscal year, the
Company adopted Financial Accounting Standard (FAS) No. 106 (Postretirement
Benefits Other Than Pensions). This change and the amounts associated with it
are more fully described in subsequent footnotes.

Advertising Costs: Advertising costs, included in Engineering, Selling, General
and Administrative Expenses on the accompanying Consolidated Statement of
Income, are expensed as incurred. These expenses totaled $7,066,000 in 1996,
$6,357,000 in 1995 and $5,411,000 in 1994.

Foreign Currency Translation: Foreign currency balance sheet accounts are
translated into United States dollars at the rates of exchange in effect at
fiscal year end. Income and expenses are translated at the average rates of
exchange in effect during the year. The related translation adjustments are
made directly to a separate component of shareholders' investment.

Derivatives: Potential gains and losses on foreign currency hedges with
controlled subsidiaries are carried on the balance sheet. Gains and losses
related to all other hedges of anticipated transactions are deferred and
recognized as adjustments of carrying amounts when the hedged transaction
occurs.

Start-Up Costs: It is the Company's policy to expense all start-up costs for
new manufacturing plants. Under this policy, the Company expensed $11,660,000
in fiscal 1996 and $5,300,000 in fiscal 1995.

Impairment of Assets: In 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of ".
This new standard requires companies to assess the need for adjustment to
carrying values of assets when an indicator of impairment is present. The
Company adopted this standard during the 1996 fiscal year and determined that
it has no impaired assets.

(3)     INCOME TAXES:

The provision for income taxes consists of the following (in thousands of
dollars):


<TABLE>
<CAPTION>
                           1996           1995           1994            
Current                    ----           ----           ----
 <S>                   <C>           <C>            <C>         
  Federal ............  $  46,448     $  67,255      $  62,795 
  State ..............      7,768        10,644         10,482 
  Foreign ............      1,654           873          2,059   
                        ---------     ---------      ---------
                           55,870        78,772         75,336
Deferred .............        770       (13,202)        (8,096)
                        ---------     ---------      ---------             
Total                   $  56,640     $  65,570      $  67,240
                        =========     =========      =========     
</TABLE>


A reconciliation of the U.S. statutory tax rates to the effective tax rates
follows:


<TABLE>
<CAPTION>
                                  1996       1995        1994
                                  ----       ----        ----     
<S>                              <C>       <C>          <C>     
U.S. statutory rate .........     35.0%      35.0%       35.0%
State taxes, net of
  Federal tax benefit .......      3.4%       3.5%        3.6%
Foreign Sales Corporation
  tax benefit ...............      (.7%)      (.6%)       (.5%)
Other .......................       .3%        .6%        1.5%
                                  ----       ----        ----       
Effective tax rate ..........     38.0%      38.5%       39.6%
                                  ====       ====        ====  
</TABLE>

                                       17

<PAGE>   8


NOTES . . .


At the beginning of fiscal year 1994, the Company adopted FAS No. 109
(Accounting For Income Taxes) which required a change in the recording of
deferred taxes.  The former method emphasized provisions which were made in the
income statement.  The emphasis in the new method is on the balance sheet and
requires that the amounts to be recorded are the amounts which will eventually
be paid out. The adoption of this standard resulted in a cumulative adjustment
which was recorded as income totaling $8,346,000 or $ .29 per share.

The components of deferred tax assets and liabilities at the end of the fiscal
year were (in thousands of dollars):



<TABLE>
<CAPTION>
                                                   1996            1995
                                                   ----            ----
Future Income Tax Benefits:
<S>                                       <C>            <C>
   Inventory ..............................  $    2,518      $    3,710
   Prepaid Expenses .......................        (158)            167
   Payroll Related Accruals ...............       4,658           4,153
   Warranty Reserves ......................      10,240          11,838
   Other Accrued Liabilities ..............       8,453           8,255
   Miscellaneous ..........................       3,878           3,253
                                             ----------      ----------
                                             $   29,589      $   31,376
                                             ==========      ==========
Deferred Income Taxes:                 
                                       
   Difference between book and          
     tax methods applied to              
     maintenance and supply              
     inventories ..........................  $    9,982      $    6,618
   Pension Cost ...........................      (1,679)            400
   Accumulated Depreciation ...............     (41,768)        (39,176)
   Accrued Employee Benefits ..............       7,232           6,469
   Postretirement .........................
     Health Care Obligation ...............      26,929          26,796
   Miscellaneous ..........................       2,187             759
                                             ----------      ----------
                                             $    2,883      $    1,866
                                             ==========      ==========
</TABLE>



The Company has not recorded deferred income taxes applicable to undistributed
earnings of foreign subsidiaries that are indefinitely reinvested in foreign
operations. These undistributed earnings amounted to approximately $5,200,000
at June 30, 1996. If these earnings were remitted to the U.S., they would be
subject to U.S. income tax. However, this tax would be substantially less than
the U.S. statutory income tax because of available foreign tax credits.

(4)     INDUSTRY SEGMENTS:
Certain information concerning the Company's industry segments is presented
below (in thousands of dollars):



<TABLE>
<CAPTION>

                                         1995              1994
                                         ----              ---- 
<S>                             <C>               <C>
SALES -                         
  Engines & parts ................   $   1,276,264    $   1,197,744
  Locks ..........................          63,413           87,773 
                                     -------------    -------------
                                     $   1,339,677    $   1,285,517
                                     =============    =============
INCOME FROM OPERATIONS -                                              
  Engines & parts ................   $     162,903    $     158,900     
  Locks ..........................           6,863           12,845     
                                     -------------    -------------     
                                     $     169,766    $     171,745     
                                     =============    =============     
ASSETS -                                                              
  Engines & parts ................   $     798,493    $     467,561     
  Locks ..........................             -             46,832     
  Unallocated ....................             -            262,962     
                                     -------------    -------------     
                                     $     798,493    $     777,355     
                                     =============    =============     
DEPRECIATION EXPENSE -                                                
  Engines & parts ................   $      42,746    $      40,605     
  Locks ..........................           1,699            2,345     
                                     -------------    -------------     
                                     $      44,445    $      42,950     
                                     =============    =============     
EXPENDITURES FOR PLANT                                                
AND EQUIPMENT -                                                       
  Engines & parts ................   $     124,604    $      37,398     
  Locks ..........................           6,430            3,406       
                                     -------------    -------------     
                                     $     131,034    $      40,804     
                                     =============    =============     
</TABLE>



On February 27, 1995, the Company spun off its lock business to its
shareholders in a tax-free distribution. This spin-off was accomplished by
distributing shares in a newly created corporation on the basis of one share in
the new corporation for each five shares of Briggs & Stratton Corporation stock
held on February 16, 1995. The newly created corporation, STRATTEC SECURITY
CORPORATION, is publicly traded. This distribution resulted in a charge of
$40,966,000 against the retained earnings account and represented the total of
the net assets transferred to STRATTEC. The financial statements of Briggs &
Stratton Corporation have not been restated to deal with this distribution as a
discontinued operation because the amounts were not material. Because of the
spin-off, no industry segment data is being presented for 1996.

                                       18

<PAGE>   9


NOTES . . .


The preceding Sales, Income From Operations, Depreciation Expense, and
Expenditures For Plant and Equipment reflect 1995 data for the lock business
from the beginning of the fiscal year to the date of spin-off.

Unallocated assets include cash and cash equivalents, short-term investments,
future income tax benefits, prepaid pension costs and other assets.

Export sales for fiscal 1996 were $323,747,000 (25% of total sales), for fiscal
1995 were $312,234,000 (23%) and for fiscal 1994 were $264,866,000 (21%). These
sales were principally to customers in European countries.

In the fiscal years 1996, 1995 and 1994, there were sales to three major engine
customers that exceeded 10% of total Company net sales. The sales to these
customers are summarized below (in thousands of dollars and percent of total
Company sales):


<TABLE>
<CAPTION>

                1996             1995              1994    
                ----             ----              ----        
Customer     Sales    %      Sales     %       Sales     %  
             -----    -      -----     -       -----     -
  <S>     <C>        <C>  <C>        <C>     <C>       <C> 
   A       $267,257  21%   $237,241   18%     $234,363  18%     
   B       $177,314  14%   $155,072   12%     $148,091  12% 
   C       $163,065  13%   $189,916   14%     $149,397  12%     
           --------  --    --------   --      --------  --     
           $607,636  48%   $582,229   44%     $531,851  42%
           ========  ==    ========   ==      ========  ==
</TABLE>



(5)     INDEBTEDNESS:

The Company had access to domestic lines of credit totaling $47,000,000 at June
30, 1996. These lines will remain available until cancelled by either party.
They provide amounts for short-term use at the then prevailing rate.  There are
no significant compensating balance requirements and no borrowings at June 30,
1996 using these lines of credit.

The following data relates to domestic notes payable:



<TABLE>
<CAPTION>
                                 1996            1995
                                 ----            ----
<S>                         <C>             <C>        
Balance at 
  Fiscal Year End ........   $ 5,000,000     $ 6,750,000

Weighted Average
  Interest Rate at
  Fiscal Year End ........          6.10%           5.00%
</TABLE>



The lines of credit available to the Company in foreign countries are in
connection with short-term borrowings and bank overdrafts used in the normal
course of business. These amounts total $18,500,000, expire at various times
through November, 1997 and are renewable. None of these arrangements had
material commitment fees or compensating balance requirements.

The following information relates to the foreign loans:



<TABLE>
<CAPTION>
                                 1996            1995
                                 ----            ----
<S>                        <C>              <C>      
Balance at
  Fiscal Year End ........  $ 14,922,000     $ 19,653,000

Weighted Average
 Interest Rate at
 Fiscal Year End  ........          4.60%            5.80%
</TABLE>



The Company's long-term debt consists of 9.21% Senior Notes due June 15, 2001.
Payments on these notes are due in five equal annual installments beginning in
1997. The notes include covenants that limit total borrowings, require
maintenance of $200,000,000 minimum net worth and set certain restrictions on
the sale or collateralizing of the Company's assets.

(6)     OTHER INCOME (EXPENSE):

The components of other income (expense) are (in thousands of dollars):


<TABLE>
<CAPTION>

                                1996        1995         1994
                                ----        ----         ----
<S>                         <C>         <C>           <C>              
Interest income ..........   $ 4,477      $ 6,840      $ 3,527

Gain on sale of German
  land and buildings .....       -            -          2,819

Loss on the
  disposition of
  plant and equipment ....    (2,692)      (1,452)      (2,723)

Income from joint
   ventures ..............     2,957        2,842        2,307

Other items ..............       970          959        1,043
                             -------      -------      -------     
Total                        $ 5,712      $ 9,189      $ 6,973
                             =======      =======      =======
</TABLE>



(7)     COMMITMENTS AND CONTINGENCIES:

The Company is a 50% guarantor on bank loans of two unconsolidated joint
ventures.  One is in Japan for the manufacture of engines and the second in the
United States for the manufacture of parts. These bank loans totaled
approximately $13,000,000 at the end of 1996.



                                       19

<PAGE>   10


NOTES . . .


Product and general liability claims arise against the Company from time to
time in the ordinary course of business. The Company is self-insured for future
claims up to $1 million per claim. Accordingly, a reserve is maintained for the
estimated costs of such claims. At June 30, 1996, the reserve for product and
general liability claims was $6.5 million based on available information.
There is inherent uncertainty as to the eventual resolution of unsettled
claims.  Management, however, believes that any losses in excess of established
reserves will not have a material effect on the Company's financial position or
results of operations.

The Company has no material commitments for materials or capital expenditures
at June 30, 1996.

(8)     STOCK OPTIONS:

In 1990, shareholders approved the Stock Incentive Plan under which 400,000
shares of the Company's common stock were reserved for issuance. In fiscal
1994, shareholders approved an additional 1,250,000 shares for issuance under
the Plan, bringing the total shares reserved for issuance to 1,650,000. In
fiscal 1995, pursuant to the terms of the Plan, the number of shares reserved
for issuance was adjusted to 3,361,935 to reflect the two-for-one stock split
and the spin-off of its lock business.

Information on the options outstanding is as follows:



<TABLE>
<CAPTION>
                                                     Options
                                                  Outstanding in
                                                     Number of
                                                   Common Stock
                                                      Shares
                                                  --------------
                                      1996             1995         1994
                                      ----             ----         ---- 
<S>                                <C>             <C>            <C>
Balance, beginning of year......   1,169,620       606,864        390,184
Granted during the year -
  1994 at $48.369...............         -             -          253,420
  1995 at $45.854...............         -         552,000            - 
  1996 at $49.080...............     600,000           -              - 
Increase due to spin-off........         -          83,843            - 
Exercised during the year.......     (65,089)      (43,827)       (19,000)
Terminated during the year......         -         (29,260)       (17,740)
                                   ---------     ---------        -------
Balance, end of year............   1,704,531     1,169,620        606,864
                                   =========     =========        =======
</TABLE>



<TABLE>
<CAPTION>
                                Grant Summary
- -------------------------------------------------------------------------

Fiscal     Grant      Exercise         Date        Options     Expiration
 Year      Date      Price (a)     Exercisable   Outstanding      Date
- ------     -----     ---------     -----------   -----------   ----------
<S>      <C>          <C>          <C>             <C>          <C>
 1990    2-20-90      $13.014      50%, 1-1-94;      6,782      2-19-00
                                   50%, 1-1-95
 1991    2-19-91       14.524      50%, 1-1-95;     90,613      2-18-01
                                   50%, 1-1-96
 1992    5-18-92       21.525      50%, 1-1-96;    181,546      5-17-02
                                   50%, 1-1-97
 1994    8-16-93       48.369        8-16-96       258,085      8-16-98
 1995    8-12-94       45.854        8-12-97       567,505      8-12-99
 1996     8-7-95       49.080         8-7-98       600,000       8-7-00
</TABLE>



There were no options granted in fiscal 1993.

(a)     Exercise prices have been adjusted as appropriate to reflect a
        two-for-one stock split and the spin-off of the Company's lock business.

In October 1995, the Financial Accounting Standards Board issued SFAS No. 123
"Accounting for Stock-Based Compensation." This standard establishes financial
accounting and reporting standards for stock-based employee compensation. The
Company plans to adopt the pro forma disclosure requirements of the statement,
and will continue to apply the accounting provisions of Accounting Principles
Board Opinion No. 25, as allowed by the new standard. This disclosure will be
effective for the fiscal 1997 financial statements.

(9)     SHAREHOLDER RIGHTS PLAN:

On August 6, 1996, the Board of Directors declared a dividend distribution of
one common stock purchase right (a "right") for each share of the Company's
common stock outstanding on August 19, 1996. Each right would entitle
shareowners to buy one-half of one share of the Company's common stock at an
exercise price of $160.00 per full common share, subject to adjustment. The
rights are not currently exercisable, but would become exercisable if certain
events occurred relating to a person or group acquiring or attempting to
acquire 15 percent or more of the outstanding shares of common stock. The
rights expire on August 19, 2006, unless redeemed or exchanged by the Company
earlier. Rights granted under a previous plan expired July 1, 1996.




                                       20

<PAGE>   11


NOTES . . .


(10)    RETIREMENT PLANS AND POSTRETIREMENT COSTS:

The Company has noncontributory, defined benefit retirement plans covering most
Wisconsin employees. The following tables summarize the plans' income and
expense, actuarial assumptions, and funded status for the three years indicated
(dollars in thousands):



<TABLE>
<CAPTION>
                                                  Qualified Plans                     Supplemental Plans
                                         ------------------------------        ------------------------------
                                         1996         1995         1994        1996          1995        1994
                                         ----         ----         ----        ----          ----        ----
<S>                                   <C>           <C>          <C>         <C>          <C>          <C>
Income and Expense:
- -------------------
Service Cost-Benefits Earned
  During the Year...................  $  13,143     $ 15,098     $ 13,079    $    456     $    453     $   296
Interest Cost on Projected
  Benefit Obligation................     41,722       39,877       36,408         926          904         706
Actual Return on Plan Assets........   (104,872)     (89,941)      (7,152)         (9)          (3)         (3)
Net Amortization, Deferral
  and Windows.......................     51,830       37,078      (42,978)        462          333         380
                                      ---------     --------     --------    --------     --------     -------
Net Periodic Pension
  Expense (Income)..................  $   1,823     $  2,112     $   (643)   $  1,835     $  1,687     $ 1,379
                                      =========     ========     ========    ========     ========     =======
Actuarial Assumptions:
- ----------------------
Discount Rate Used to Determine
  Present Value of Projected
  Benefit Obligation................       7.75%        7.75%        7.75%       7.75%        7.75%       7.75%
Expected Rate of Future
  Compensation Level Increases......        5.5%         5.5%         5.5%        5.5%         5.5%        5.5%
Expected Long-Term Rate of
  Return on Plan Assets.............        9.0%         9.0%         9.0%        9.0%         9.0%        9.0%

Funded Status:
- --------------
Actuarial Present Value of
  Benefit Obligations:
   Vested...........................  $ 413,035     $389,117     $359,383    $  8,286     $  7,991     $ 6,560
   Non-Vested.......................     34,268       36,144       34,382          21            6          23
                                      ---------     --------     --------    --------     --------     -------
   Accumulated Benefit
     Obligation.....................    447,303      425,261      393,765       8,307        7,997       6,583
Effect of Projected Future
  Wage and Salary Increases.........    120,083      124,651      112,771       4,766        4,679       3,267
                                      ---------     --------     --------    --------     --------     -------
  Projected Benefit Obligation......    567,386      549,912      506,536      13,073       12,676       9,850
Plan Assets at Fair Market Value....    681,819      609,385      560,585         126          100         103
                                      ---------     --------     --------    --------     --------     -------
Plan Assets in Excess of (Less Than)
  Projected Benefit Obligation......    114,433       59,473       54,049     (12,947)     (12,576)     (9,747)
Remaining Unrecognized Net
  Obligation (Asset) Arising
  from the Initial Application of
  SFAS No. 87.......................    (31,321)     (36,902)     (43,776)        179          258         336
Unrecognized Net Loss (Gain)........    (75,983)     (21,992)        (502)      4,494        5,277       3,416
Unrecognized Prior Service Cost.....     (2,447)      (2,185)      (1,090)      1,029        1,102       1,176
                                      ---------     --------     --------    --------     --------     -------
Prepaid (Accrued) Pension Cost......  $   4,682     $ (1,606)    $  8,681    $ (7,245)    $ (5,939)    $(4,819)
                                      =========     ========     ========    ========     ========     ======= 
</TABLE>



As part of the spin-off of the lock business as described in Note 4, the
Company's pension trust transferred $15,872,000 in plan assets to STRATTEC
SECURITY CORPORATION in 1995. This resulted in an increase of $5,000,000 in the
prepaid pension cost account due to the Company transferring certain benefit
obligations and unrecognized amounts.



                                       21

<PAGE>   12


NOTES . . .


The Company offered early retirement windows to certain of its Milwaukee union
members during the 1995 fiscal year. As a result, $13,806,000 was added to
pension expense and $5,253,000 was added to postretirement health care expense
in the fourth quarter of the 1995 fiscal year. When the retirements were
scheduled to occur in the first fiscal quarter of 1996, a number of these union
members canceled their acceptance, and thus credits totaling $3,477,000 were
recorded as a change in the original accounting estimate.

During fiscal 1996, the defined benefit pension plan which covered employees at
two of the Company's plants was terminated and replaced by a defined
contribution retirement plan that includes most U.S. non-Wisconsin employees.
The impact of the termination was not material. Under the new plan, the Company
will make a contribution on behalf of covered employees equal to 2% of each
participant's gross income, as defined. For the portion of fiscal 1996 in which
the plan was in effect, the cost to the Company was $757,000.

Most U.S. employees of the Company may participate in a salary reduction
deferred compensation retirement plan. The Company makes matching contributions
of $.50 for every $1.00 deferred by a participant to a maximum of 1-1/2% or 3%
of each participant's salary, depending upon the participant's group. Company
contributions totaled $2,825,000 in 1996, $1,756,000 in 1995 and $1,630,000 in
1994.

At the beginning of fiscal year 1994, the Company adopted two Financial
Accounting Standards as follows:

   FAS 106 - Postretirement Benefits Other 
     Than Pensions -

     This standard requires that the Company record the expected 
     cost of health care and life insurance benefits during the 
     years that the employees render service - a significant change 
     from the preceding method which recognized health care benefits 
     on a cash basis. Postretirement life insurance benefits were
     previously being accounted for in a manner substantially emulating
     the new standards, so no adjustment was necessary. The cumulative
     effect of this change in accounting for postretirement health care
     benefits was a charge totaling $65,954,000 on a before tax basis or
     $40,232,000 on an after tax basis ($1.39 per share).

     For measurement purposes, a 10.5% annual rate of increase in the per
     capita cost of covered health care claims was assumed for the years 1995
     through 1997, decreasing gradually to 6% for the year 2007. The health
     care cost trend rate assumption has a significant effect on the amounts
     reported. The rates, if increased by one percentage point, would add
     $7,172,000 to the accumulated postretirement benefit and $846,000 to the
     service and interest cost for the year.

     The discount rate used in determining the accumulated postretirement
     benefit obligations was 7.75% compounded annually. Both the health care
     and life insurance plans are unfunded.

     The components of the accumulated postretirement benefit obligations
     were (in thousands of dollars):



<TABLE>
<CAPTION>

                                               Health Care          
                                               -----------          
                                            1996        1995        
                                            ----        ----        
     <S>                                 <C>        <C>             
      Retirees ......................     $33,044     $33,801       
      Fully Eligible                                                
        Plan Participants ...........       4,077       4,990       
      Other Active Participants .....      32,628      34,616       
                                          -------     -------       
                                          $69,749     $73,407       
      Unrecognized net obligation ...        -           -          
      Unrecognized gain .............       4,000        -          
                                          -------     -------       
                                          $73,749     $73,407       
      Less current portion ..........       4,700       4,700       
                                          -------     -------       
                                          $69,049     $68,707       
                                          =======     =======       
                                                                    
                                             Life Insurance         
                                             --------------         
                                            1996        1995        
                                            ----        ----        
      Retirees ......................     $ 8,840     $ 8,553       
      Fully Eligible                                                
        Plan Participants ...........       2,226       1,453       
      Other Active Participants .....       1,736       1,588       
                                          -------     -------       
                                          $12,802     $11,594       
      Unrecognized net obligation ...        (553)       (600)      
      Unrecognized prior                                            
        service cost ................        (898)        -         
      Unrecognized loss .............        (908)     (1,096)      
                                          -------     -------       
                                          $10,443     $ 9,898       
      Less current portion ..........        -           -          
                                          -------     -------       
                                          $10,443     $ 9,898       
                                          =======     =======       
</TABLE>





                                       22

<PAGE>   13



NOTES . . .


     The current portion of the health care component above represents the
     benefits expected to be paid within the next twelve months and is included
     in the caption Accrued Liabilities in the accompanying balance sheet. The
     net health care balance has its own caption in this balance sheet. The
     life insurance component is included in the caption Accrued Employee
     Benefits.

     The net periodic postretirement costs recorded were (in thousands of
     dollars): 



<TABLE>
<CAPTION>
                                           Health Care     
                                          ------------     
                                           1996   1995     
                                           ----   ----     
      <S>                               <C>     <C>        
      Service Cost-Benefits                                
       attributed to service                               
       during the year ................ $1,596  $1,680     
      Interest cost on accumulated                         
       benefit obligation .............  5,480   5,150     
      Other ...........................    (91)    -       
                                        ------  ------     
                                        $6,985  $6,830     
                                        ======  ======     
      <CAPTION>                                            
                                                           
                                        Life Insurance     
                                        --------------     
                                          1996    1995     
                                          ----    ----     
      <S>                               <C>     <C>        
      Service Cost-Benefits                                
       attributed to service                               
       during the year ................ $   90  $   73     
      Interest cost on accumulated                         
       benefit obligation .............    947     801     
      Other ...........................    118      47     
                                        ------  ------     
                                        $1,155  $  921     
                                        ======  ======     
      </TABLE>
                                             


   FAS 112 - Postemployment Benefits -

     This standard was also adopted in fiscal 1994 and required that the
     Company record the expected cost of postemployment benefits (not to be
     confused with the postretirement benefits described in the preceding
     paragraphs), also over the years that employees render service. These
     benefits are substantially smaller amounts because they apply only to
     employees who permanently terminate employment prior to retirement. The
     cumulative effect of this change was a charge totaling $1,102,000 or
     $672,000 after taxes ($ .02 per share). There will be no significant
     increase in the annual costs of these plans.

     The items included in this amount are disability payments, life
     insurance and medical benefits, and these amounts are also discounted
     using a 7.75% interest rate.

     The balance in this reserve at the end of fiscal 1996 was $1,245,000
     and at  the end of fiscal 1995 was $1,106,000. Both were included in the
     caption  Accrued Employee Benefits in the accompanying balance sheets.

(11)    DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS:

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate
that value:

Cash and Cash Equivalents, Domestic Notes Payable and Foreign Loans: The
carrying amount approximates fair value because of the short maturity of those
instruments.

Long-Term Debt: The fair value of the Company's long-term debt is estimated
based on quotations made on similar issues.

The estimated fair values of the Company's financial instruments are as follows
(in thousands of dollars):



<TABLE>
<CAPTION>
                                             1996     
                              -----------------------------------
                                 Carrying              Fair
                                  Amount               Value 
                                 --------              -----
<S>                          <C>                  <C>
Cash and Cash Equivalents ..   $  150,639           $  150,639
Domestic Notes Payable .....   $    5,000           $    5,000
Foreign Loans ..............   $   14,922           $   14,922
Long-Term Debt, including   
 current maturities ........   $   75,000           $   77,365 

<CAPTION>
                                             1995 
                              -----------------------------------  
                                 Carrying               Fair
                                 Amount                 Value
                                 --------               -----
<S>                          <C>                  <C>
Cash and Cash Equivalents ..   $  170,648           $   170,648
Domestic Notes Payable .....   $    6,750           $     6,750
Foreign Loans ..............   $   19,653           $    19,653
Long-Term Debt .............   $   75,000           $    81,500
</TABLE>


                                       23

<PAGE>   14


NOTES . . .


(12)    STOCK SPLIT:

On October 19, 1994, shareholders approved a doubling of the authorized common
stock shares to 60,000,000. This allowed the Company to effect a 2-for-1 stock
split previously authorized by the Board of Directors. The distribution on
November 14, 1994 increased the number of shares outstanding from 14,463,500 to
28,927,000. The amount of $144,000 was transferred from the additional paid-in
capital account to the common stock account to record this distribution. All
per share amounts in this report have been restated to reflect this stock
split.

(13)    FOREIGN EXCHANGE RISK MANAGEMENT:

The Company enters into forward exchange contracts to hedge purchase and sale
commitments denominated in foreign currencies. The term of these currency
derivatives never exceeds one year and the purpose is to protect the Company
from the risk that the eventual dollars being transferred will be adversely
affected by changes in exchange rates.

The Company has forward foreign currency exchange contracts to purchase 4.8
billion Japanese yen for $46 million through June, 1997. These contracts are
used to hedge the commitments to purchase engines from the Company's Japanese
joint venture and accordingly any gain or loss has been deferred at the end of
the 1996 fiscal year. The amount deferred was a loss of approximately $2.3
million.

The Company's foreign subsidiaries have the following forward currency
contracts outstanding at the end of fiscal 1996:


<TABLE>
<CAPTION>
                             In Millions
                             -----------
                           Local       U.S.         Latest
Currency                 Currency    Dollars    Expiration Date
- --------                 --------    -------    ---------------
<S>                        <C>         <C>         <C>
German Deutschemarks...    1.9         1.3         July, 1996
Canadian Dollars.......    4.8         3.5         June, 1997
</TABLE>



There are no significant gains or losses included in the above amounts.

(14)    SUBSEQUENT EVENT:

On July 1, 1996, the Company entered into a contract to sell its Menomonee
Falls, Wisconsin warehouse and manufacturing facility for $16.3 million. The
closing on this property is scheduled to occur on September 30, 1996. The
provisions of the contract state that the Company will continue to own and
occupy the warehouse portion of the facility for a period of up to ten years
(the "Reservation Period"). The contract also contains a buyout clause, at the
buyer's option, of the remaining Reservation Period under certain
circumstances. Given the provisions of the contract, the Company will be
required to account for this as a financing transaction and, therefore, any
cash received will be reflected as a liability and the net book value of the
facility will continue to be shown as an asset with depreciation expense
recorded each period. The pre-tax gain, which will be recognized at the earlier
of the exercise of the buyout option or the expiration of the Reservation
Period, is estimated to be $10 million to $12 million.

                                       24

<PAGE>   15
R
EPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Shareholders of
Briggs & Stratton Corporation:

We have audited the accompanying consolidated balance sheets of Briggs &
Stratton Corporation (a Wisconsin Corporation) and subsidiaries as of June 30,
1996 and July 2, 1995, and the related consolidated statements of income,
shareholders' investment and cash flows for each of the three years in the
period ended June 30, 1996.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Briggs & Stratton Corporation
and subsidiaries as of June 30, 1996 and July 2, 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
June 30, 1996, in conformity with generally accepted accounting principles.

As discussed in Notes 3 and 10 to the consolidated financial statements,
effective at the beginning of the 1994 fiscal year, the Company changed its
methods of accounting for postretirement benefits other than pensions,
postemployment benefits and income taxes.

                              ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin,
August 7, 1996.





                                       26

<PAGE>   16

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION


FISCAL 1996 COMPARED TO FISCAL 1995

Sales for fiscal 1996 totaled $1,287,029,000, down 4% or $52,648,000 from the
preceding year. The reason for this decrease was the absence of sales from the
automotive lock business, which was spun off after eight months in the
preceding fiscal year. These sales amounted to $63,413,000 in fiscal 1995.

Excluding the lock business sales, engine business sales increased $10,765,000
between years. This change was caused by an approximate 1.8% improvement in
selling prices to the original equipment manufacturing customers, offset by a
1% decrease in engine unit sales that was almost entirely in the service sales
area.

The gross profit percentage remained consistent between years. This was the
result of several factors: increased startup costs of $6,360,000 and
inefficiencies related to the new plants, and less absorption of fixed costs
due to fewer engines produced were offset by lower profit sharing provisions
and a decrease of 5% in the unit price of aluminum, the major raw material used
in the manufacture of engines. In addition, the 1995 gross profit included a
$19,059,000 charge for the retirement window, of which $3,477,000 was reversed
in 1996 due to a change in circumstances (see Note 10).

Engineering, selling, general and administrative expenses increased $6,487,000
or 6% between years. This was due to increases in salaries, planned increases
in manpower costs relating to new venture activities, and higher advertising
expenses. Offsetting these, in part, was a reduction in profit sharing accruals
and the lack of engineering and selling expenses from the spun off lock
business.

Interest expense for the 1996 fiscal year was 17% higher than in 1995. This was
the result of using domestic short-term borrowing to finance increases in
accounts receivable and inventories in mid-year. Seasonal borrowings were paid
off by the end of the fiscal year. The preceding year had minimal seasonal
short-term borrowings.

The Company has available $47,000,000 in non-seasonal lines of credit and
$76,000,000 in seasonal lines, most of which were used in mid-year as described
above.  The Company also makes extensive use of its foreign lines of credit
through its foreign subsidiaries. Management believes its lines of credit will
be adequate to fund its operations. Throughout the year, the Company was in
compliance with the covenants of its long-term loan agreement.

Other income decreased $3,477,000 between years, primarily because of a
reduction in interest income due to lower available investable funds. Funds
were used for seasonal working capital and the construction of the new
manufacturing plants. There also was an increase in the loss on disposition of
plant and equipment between years.

The effective income tax rate decreased to 38% in 1996 from 38.5% in the
previous year due to lower state income taxes, increased Foreign Sales
Corporation tax benefits, and reductions in other tax related items.

Cash and equivalents declined $20,009,000 between years because cash provided
by operating activities was more than offset by cash used in investing
activities and in financing activities.

Cash flow from operating activities of $94,496,000 was generated from net
income and depreciation, and an increase in federal and state income taxes
payable as a result of the timing of payments, offset in part by an increase in
accounts receivable of $25,230,000 related to higher sales late in the fiscal
year and a decrease in accrued liabilities of $25,885,000 primarily due to
decreased profit sharing provisions. Inventories were relatively consistent
between years.

Cash used in investing activities amounted to $76,677,000, substantially all of
which related to additions to plant and equipment. The major additions to plant
and equipment were for the construction of three new engine manufacturing
plants, a foundry, and plant expansions. Estimated capital expenditures of
$65,000,000 in fiscal 1997 are expected to be financed from cash balances,
operating cash flow and available lines of credit.

Cash flows used in financing activities amounted to $37,654,000. The
significant items were cash dividends of $30,373,000 and repayment of loans and
notes payable of $6,481,000.

During the fourth fiscal quarter, $15,000,000 was reclassified from long-term
debt to current liabilities. This represents the first payment of principal on
$75,000,000 of long-term debt to be repaid in equal annual amounts beginning in
June 1997 through the year 2001.




                                       27

<PAGE>   17



MANAGEMENT'S DISCUSSION . . .


FISCAL 1995 COMPARED TO FISCAL 1994

Sales increased 4% or $54,160,000 in the 1995 fiscal year. Total sales in 1995
reached $1,339,677,000, a new record for the Company. The number of engines
sold increased 3% in this fiscal year. The unit sales increase was the primary
reason for the sales dollar change. The vast majority of the sales increase was
in export markets due to improving economies in Europe and better product
availability. There was a very small increase in domestic engine sales.

Service sales increased 17% between years. Lock sales declined between years,
as expected, because of the spin-off of the lock business after eight months of
the fiscal year.

Product mix changed in fiscal 1995. Sales moved from higher priced to lower
priced engines in the Company's small engine line. Increases in the Company's
large engine line which carries higher selling prices more than offset the
activity in the small engine line. A modest price increase also contributed to
improved sales revenues between years.

Gross profit increased $5,078,000 or 2% between years. The gross profit rate
declined from 21% in 1994 to 20% in 1995 primarily because of an early
retirement window offered to and elected by some members of the United
Paperworkers International Union Local 7232 as part of the contract agreement
reached in December 1994.  The $19,059,000 charge was reflected in the fourth
quarter of 1995 for a June or October 1995 window. Without this charge, the
Company's gross profit rate would have been higher in 1995.

The improvement in the gross profit rate, after adjusting for the cost of the
window, was the net result of several factors. The spreading of fixed costs
over a larger number of engine units was partially offset by a significant
increase in aluminum costs. The 1995 fiscal year also contained start-up costs
at new plants (discussed later in this comparison) totaling $5,300,000, and
accelerated depreciation of $5,600,000 on fixed assets not being moved to the
new plants.

Engineering, selling, general and administrative expenses increased $7,057,000
or 7% between years. This was a result of increased marketing and advertising
expenses and costs connected with the spin-off.

Interest expense declined modestly. Other income increased $2,216,000 primarily
because of increased interest income resulting from higher average cash
balances between years. The decline in cash balances occurred late in the
fiscal year.

The effective rate for the income tax provision was reduced from 39.6% in 1994
to 38.5% in 1995. This reduction was due to various miscellaneous differences.

Cash and cash equivalents decreased $50,453,000 between years. This was due
primarily to additional investment in finished goods inventories at fiscal year
end and capital expenditures for the new plants under construction. This cash
decrease was partially offset by funds generated from profitable operations in
1995.

Accounts receivable decreased between years due to the accounts spun off with
the lock business and lower sales late in the fourth quarter of fiscal 1995.

Inventories increased $62,753,000 between years. This was primarily due to two
factors. The Company maintained a stable rate of production while experiencing
a reduction in orders from equipment manufacturers due to less favorable spring
weather. In addition, the Company planned an increase in inventories to provide
a cushion for the transfer of engine assembly to the three new plants under
construction.

Additions to plant and equipment were significantly higher in 1995 than in 1994
or 1993. This was primarily due to the $101,500,000 that was spent on the
construction of the new plants.



                                       28

<PAGE>   18


MANAGEMENT'S DISCUSSION . . .


OTHER MATTERS

The Company will offer a final early retirement window in late fiscal 1997, in
accordance with the union contract with its Milwaukee hourly employees.  It is
unknown how many employees will accept this offer. All elections under this
window must be completed in June 1997. If all eligible employees elect to take
this window, the charge to earnings could total a maximum of $53 million before
taxes.

In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation." This standard establishes financial accounting and reporting
standards for stock-based employee compensation. The Company plans to adopt the
pro forma disclosure requirements of the statement, and will continue to apply
the accounting provisions of Accounting Principles Board Opinion No. 25, as
allowed by the new standard. This disclosure will be effective for the fiscal
1997 financial statements.

On July 1, 1996, the Company entered into a contract to sell its Menomonee
Falls, Wisconsin warehouse and manufacturing facility for $16.3 million. The
closing on this property is scheduled to occur on September 30, 1996. The
provisions of the contract state that the Company will continue to own and
occupy the warehouse portion of the facility for a period of up to ten years
(the "Reservation Period"). The contract also contains a buyout clause, at the
buyer's option, of the remaining Reservation Period under certain
circumstances. Given the provisions of the contract, the Company will be
required to account for this as a financing transaction and, therefore, any
cash received will be reflected as a liability and the net book value of the
facility will continue to be shown as an asset with depreciation expense
recorded each period. The pre-tax gain, which will be recognized at the earlier
of the exercise of the buyout option or the expiration of the Reservation
Period, is estimated to be $10 million to $12 million.

The U.S. Environmental Protection Agency (EPA) is developing national emission
standards under a two phase process for equipment powered by small air cooled
engines. In 1995, the EPA promulgated its Phase One emission standards, which
will be reflected in the Company's 1997 model year engines. The industry
expects Phase Two of the emission standards to be proposed within the next
year. It is expected that they will be phased in over several years. While it
is impossible to precisely quantify the cost of compliance until the standards
are issued, the Company believes compliance with the new standards will not
have a material effect on its financial position or results of operations.

The California Air Resources Board (CARB) has also adopted emission standards
to be effective in two tiers. Tier One was effective as of August 1995. Changes
to engine models that were necessary to comply with Tier One have been made.
Recently CARB has granted the Company's request that the California standard
for carbon monoxide be modified to harmonize it with that adopted by the EPA.
As a result of this change, a wider range of the Company's engines will meet
California's current emission standards. The costs to comply with the Tier One
California standards did not have a material effect on the financial position
or results of operations of the Company.

Tier Two of California engine emission standards will not be effective until
1999 or later. CARB has directed its staff to review its Tier Two standards in
light of technological and economic issues raised by the industry. In the event
the Company is unable to comply with future standards and they remain
unchanged, any resulting downturn in sales will not be material to the Company.




                                       29

<PAGE>   19


MANAGEMENT'S DISCUSSION . . .


CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

Certain statements in Management's Discussion and Analysis, in the Letter to
Shareholders on pages 2 through 4 and in About Briggs & Stratton on pages 5
through 11 may contain forward-looking information (as defined in the Private
Securities Litigation Reform Act of 1995) that involves risk and uncertainty.
The words "anticipate", "believe", "estimate", "expect", "objective", and
"think" or similar expressions are intended to identify forward-looking
statements.  Company results may differ materially from those projected in the
forward-looking statements. Any forward-looking statements are based on
management's current views and assumptions and involve risks and uncertainties
that could significantly affect final results. These uncertainties could
include, among other things, the effects of weather; actions of competitors;
changes in laws and regulations, including accounting standards; customer
demand; prices of purchased raw materials and parts; domestic economic
conditions, including housing starts and changes in consumer disposable income;
and foreign economic conditions, including currency rate fluctuations.




                                       30

<PAGE>   20
     QUARTERLY FINANCIAL DATA, DIVIDEND AND MARKET INFORMATION (UNAUDITED)



<TABLE>
<CAPTION>
                          In Thousands                               Per Share of Common Stock            
                 ------------------------------           ---------------------------------------------    
                                                              (1)                    Market Price Range
                                          Net                 Net         (1)            on New York
   Quater           Net       Gross      Income              Income     Dividends      Stock Exchange(1)
   Ended          Sales       Profit     (Loss)              (Loss)     Declared         High     Low
   -----          ------      ------     ------              ------     ---------        ----     ---
<S>           <C>          <C>         <C>                <C>            <C>            <C>     <C>              
Fiscal 1996
- -----------      
September      $  189,477   $  19,141   $ (3,300)           $ (.11)       $ .26          41       32-3/4
 
December          329,357      65,763     23,924               .82          .26          44-1/8   39

March             460,201     104,082     45,226              1.57          .26          44-3/4   39-3/4

June              307,994      72,762     26,562               .91          .27          46-7/8   40-1/2
               ----------   ---------   --------            ------        -----           
Total          $1,287,029   $ 261,748   $ 92,412            $ 3.19        $1.05
               ==========   =========   ========            ======        =====

Fiscal 1995
- -----------
September      $  227,845   $  39,799   $ 11,424            $  .39        $ .23          39-1/4   33-1/8

December          366,717      83,524     33,713              1.17          .25          36-1/2   30-1/2

March             450,163     105,438     47,331              1.64          .25          37-3/4   32-1/4

June              294,952      42,857     12,337               .42          .25          38       34
               ----------   ---------   --------            ------        -----
Total          $1,339,677   $ 271,618   $104,805            $ 3.62        $ .98
               ==========   =========   ========            ======        =====
</TABLE>


The number of record holders of Briggs & Stratton Corporation Common Stock on 
August 15, 1996 was 6,471.
(1) Adjusted for 2-for-1 stock split effective November 14, 1994.




                                       31

<PAGE>   21
TEN YEAR COMPARISONS


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Fiscal Year                                                               1996           1995
- ------------------------------------------------------------------------------------------------
(All dollar amounts other than per share data are stated in thousands)
<S>                                                                     <C>           <C>
SUMMARY OF OPERATIONS

  NET SALES...........................................................  1,287,029     1,339,677

  GROSS PROFIT ON SALES...............................................    261,748       271,618

  PROVISION (CREDIT) FOR INCOME TAXES.................................     56,640        65,570

  NET INCOME (LOSS) before cumulative effect of accounting changes....     92,412       104,805

  NET INCOME (LOSS)...................................................     92,412       104,805

  AVERAGE NUMBER OF SHARES OF
    COMMON STOCK OUTSTANDING..........................................     28,927        28,927

  PER SHARE OF COMMON STOCK:

    Net Income (Loss) before cumulative effect of accounting changes..       3.19          3.62

    Net Income (Loss).................................................       3.19          3.62

    Cash Dividends....................................................       1.05           .98

    Shareholders' Investment..........................................      17.30         15.19

OTHER DATA

  SHAREHOLDERS' INVESTMENT............................................    500,505       439,478

  LONG-TERM DEBT......................................................     60,000        75,000

  TOTAL ASSETS........................................................    838,164       798,493

  PLANT AND EQUIPMENT.................................................    776,638       726,331

  PLANT AND EQUIPMENT NET OF RESERVES.................................    374,212       343,297

  PROVISION FOR DEPRECIATION..........................................     43,032        44,445

  EXPENDITURES FOR PLANT AND EQUIPMENT................................     77,746       131,034

  WORKING CAPITAL.....................................................    266,208       256,075

    Current Ratio.....................................................   2.4 to 1      2.3 to 1

  NUMBER OF EMPLOYEES AT YEAR END.....................................      7,199         6,958

  NUMBER OF SHAREHOLDERS AT YEAR END..................................      5,879         6,792

  QUOTED MARKET PRICE:

    High..............................................................     46-7/8        39-1/4

    Low...............................................................     32-3/4        30-1/2
</TABLE>


NOTES:

(1) The number of shares of common stock and per share data have been
    adjusted for a 2-for-1 stock split in 1995.

(2) The cumulative effects of accounting changes in 1994 were for
    postretirement health care, postemployment benefits and deferred
    income taxes.

                                       32

<PAGE>   22






<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
   1994          1993          1992         1991         1990        1989        1988        1987
- ---------------------------------------------------------------------------------------------------
<S>           <C>           <C>           <C>         <C>           <C>         <C>         <C>
 1,285,517    1,139,462     1,041,828     950,747     1,002,857     876,379     914,057     784,665

   266,540      212,601       174,048     132,431       132,438      59,629     115,113     111,618

    67,240       44,060        28,700      16,500        18,290     (13,980)     12,950      18,950
 
   102,481       70,345        51,503      36,453        35,375     (20,032)     30,211      26,614

    69,923       70,345        51,503      36,453        35,375     (20,032)     30,211      26,614


    28,927       28,927        28,927      28,927        28,927      28,927      28,927      28,927



      3.54         2.43          1.78        1.26          1.23        (.70)       1.05         .92

      2.42         2.43          1.78        1.26          1.23        (.70)       1.05         .92

       .90          .85           .80         .80           .80         .80         .80         .80

     13.96        12.45         10.80        9.85          9.38        8.96       10.49       10.24



   403,792      359,958       312,404     284,715       271,383     259,226     303,305     296,260

    75,000       75,000        75,000      75,000        75,000      75,000         -           -

   777,355      656,107       613,853     556,791       535,040     560,816     510,600     451,879

   669,593      658,120       643,433     632,488       606,863     580,184     513,700     470,586

   285,890      295,542       309,698     320,364       326,288     330,198     295,573     273,903

    42,950       47,222        41,113      36,447        39,889      38,995      29,955      24,502

    40,804       38,110        40,224      32,036        37,797      79,513      57,001      52,235

   276,040      195,019       137,008     105,298        84,082      63,757      63,372      77,281

  2.3 to 1     2.2 to 1      1.9 to 1    1.8 to 1      1.7 to 1    1.4 to 1    1.4 to 1    1.8 to 1

     8,628        7,950         7,799       7,242         7,994       7,316       9,827       8,611

     6,228        6,651         7,118       7,943         8,466       9,222       6,923       7,206



    45-1/8       34-1/4        27-3/8      16-7/8        17          17-3/8      21          21     

    32-1/2       21            16-3/8      10-1/4        12          12-3/8      10-1/8      15-3/4
</TABLE>




                                       33



<PAGE>   1
               BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

                               EXHIBIT NO. 23
                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of 
our reports included (or incorporated by reference) in this Form 10-K, into
the Company's previously filed Registration Statements, File No. 33-39113 and
File No. 33-54357.

                                                 ARTHUR ANDERSEN LLP




Milwaukee, Wisconsin,
September 23, 1996. 





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS OF BRIGGS & STRATTON CORPORATION FOR THE FISCAL YEAR ENDED
JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.

       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          JUN-30-1996
<PERIOD-START>                             JUL-03-1995
<PERIOD-END>                               JUN-30-1996
<CASH>                                     150,639,000
<SECURITIES>                                         0
<RECEIVABLES>                              119,346,000
<ALLOWANCES>                                         0
<INVENTORY>                                137,403,000
<CURRENT-ASSETS>                           456,387,000
<PP&E>                                     776,638,000
<DEPRECIATION>                             402,426,000
<TOTAL-ASSETS>                             838,164,000
<CURRENT-LIABILITIES>                      190,179,000
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       289,000
<OTHER-SE>                                 500,216,000
<TOTAL-LIABILITY-AND-EQUITY>               838,164,000
<SALES>                                  1,287,029,000
<TOTAL-REVENUES>                         1,287,029,000
<CGS>                                    1,025,281,000
<TOTAL-COSTS>                            1,025,281,000
<OTHER-EXPENSES>                           102,627,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                          10,069,000
<INCOME-PRETAX>                            149,052,000
<INCOME-TAX>                                56,640,000
<INCOME-CONTINUING>                         92,412,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                92,412,000
<EPS-PRIMARY>                                     3.19
<EPS-DILUTED>                                     3.19
        

</TABLE>