Washington, DC 20549

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 3 )

                         BRUSH ENGINEERED MATERIALS INC
                                (Name of Issuer)
                         (Title of Class of Securities)

             Date of Event Which Requires Filing of this Statement
                               December 31, 2000

                Check the appropriate box to designate the rule
                    pursuant to which this Schedule is filed

                                X Rule 13d-2(b)

                                 (CUSIP NUMBER)

1)       Name of Reporting                       Pioneer
         Person                                  Investment
                                                 Management Inc.

         IRS Identification                      13-1961193
         No. of Above

2)       Check the Appropriate Box               (a)
         of A Member of  Group
         (See Instructions)                      (b)  X

3)       SEC Use Only

4)       Citizenship of Place of
         Organization                            Delaware

         Number of                               (5)  Sole Voting       869500
         Shares                                  Power
         Beneficially Owned                      (6)  Shared Voting     0
         by Each Reporting
         Person With                             (7)  Sole Dispositive  869500

                                                 (8)  Shared            0

9)       Aggregate Amount Beneficially           869500
         Owned by Each
         Reporting Person

10       Check if the aggregate
         Amount in Row  (9) Exclude Certain
         Shares (See

11       Percent of Class Represented
         By Amount in Row 9.                     5.25%

12)      Type of Reporting
         Person (See Instructions)               IA

Item 1(a)         Name of Issuer.


Item 1(b)         Address of Issuer's Principal Executive Offices:

Mr. John  Grampa ,Chief Financial Officer
17876 St. Clair Ave.
Cleveland, OH 44110

Item 2(a)         Name of Person Filing:

Pioneer Investment Management, Inc.

Item 2(b)         Address of Principal Business Office:

60 State Street, Boston, MA 02109

Item 2(c)         Citizenship:

State of Delaware
Pioneer Investment Management, Inc.

Item 2(d)         Title of Class of Securities:

Common Stock

Item 2(e)         CUSIP Number:


Item              3 The person filing this  statement  pursuant to Rule 13d-1(b)
                  or 13d-2(b) is:

(d)      Investment Adviser registered under Section
         203 of the Investment Advisers Act of 1940.

Item 4.  Ownership.

(a)        Amount Beneficially Owned:                                    869500

(b)        Percent of Class:                                             5.25%

(c)      Number of shares as to which such person has

         (i)      sole power to vote or to direct the vote             869500

         (ii)     shared power to vote or to direct vote               0

         (iii)    sole power to dispose or to direct disposition of    869500

         (iv)     shared power to dispose or to direct disposition     0

Item 5.  Ownership of Five Percent or Less of a Class.

                  If this statement is being filed to report the fact that as of
                  the date  Hereof  the  reporting  person  has ceased to be the
                  beneficial  owner of more  than five  percent  of the class of
                  securities, check here:

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.


Item 7.  Identification and Classification of the Subsidiary Which Acquired
                  the Security Being Reported On By the Parent Holding Company.


Item 8.  Identification and Classification of Members of the Group.


Item 9.  Notice of Dissolution of the Group.


Item 10. Certification.

By signing below I certify  that,  to the best of my knowledge  and belief,  the
securities  referred to above were  acquired in the ordinary  course of business
and were not  acquired for the purpose of and do not have the effect of changing
or  influencing  the  control  of the  issuer  of such  securities  and were not
acquired in connection with or as a participant in any transactions  having such
purposes or effect.

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

   January 2, 2001

     /s/Dorothy B. Bourassa

     Dorothy B. Bourassa

     Type Name and Title