<PAGE>   1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 1998


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933


                          BRUNSWICK TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


         MAINE                                          01-0402052
-------------------------------             ------------------------------------
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)



                    43 BIBBER PARKWAY, BRUNSWICK, MAINE 04011
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                          BRUNSWICK TECHNOLOGIES, INC.
                        401(k) SAVINGS & RETIREMENT PLAN
                            (FULL TITLE OF THE PLAN)


                                MARTIN S. GRIMNES
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                          BRUNSWICK TECHNOLOGIES, INC.
                                43 BIBBER PARKWAY
                             BRUNSWICK, MAINE 04011
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (207) 729-7792
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:

                             MARIANNE GILLERAN, ESQ.
                               GADSBY & HANNAH LLP
                               225 FRANKLIN STREET
                           BOSTON, MASSACHUSETTS 02110
                                 (617) 345-7000
<PAGE>   2
                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
   Title of                             Proposed          Proposed
 Securities to       Amount to be        Maximum          Maximum           Amount of
      be            Registered(2)    Offering Price      Aggregate         Registration
 Registered(1)                        Per Share(3)        Offering             Fee
                                                          Price(3)
-----------------------------------------------------------------------------------------
<S>                 <C>              <C>                 <C>               <C>
 Common Stock,         100,000           $14.13          $1,413,000          $416.84
  $0.0001 par
value per share
-----------------------------------------------------------------------------------------
</TABLE>

(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this registration statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the employee benefit plan
      described herein.

(2)   The amount of shares registered hereunder is based upon an estimate of the
      number of shares of Common Stock to be issued pursuant to the employee
      benefit plan described herein. In addition, pursuant to Rule 416, there
      are also being registered such additional shares of Common Stock as may
      become issuable pursuant to stock splits, stock dividends or similar
      transactions.

(3)   Estimated solely for the purpose of computing the registration fee,
      pursuant to Rule 457(h), on the basis of the average of the high and low
      prices of the Common Stock, $14.25 and $14.00, respectively, as reported
      on the Nasdaq National Market on March 10, 1998.
<PAGE>   3
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this registration statement on Form S-8. Such documents
and the documents incorporated by reference in this registration statement on
Form S-8 pursuant to Item 3 of Part II hereof, as described below, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents are incorporated by reference in this registration
statement:

      (a) The Annual Report on Form 10-K for the fiscal year ended December 31,
1996 ("Fiscal 1996") filed by Brunswick Technologies, Inc. (the "Company")
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");

      (b) All other reports filed by the Company and by the Company's 401(k)
Savings & Retirement Plan (the "Plan") pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of Fiscal 1996; and

      (c) The description of the Company's securities in the Company's Form 8-A
Registration Statement filed with the Commission on January 31, 1997, including
any amendment or report filed for the purpose of updating such description.

      All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered in this
registration statement have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of the filing of
such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the following provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
<PAGE>   4
      Subsection (1) of Section 719 of the Maine Business Corporation Act
empowers a corporation to indemnify, or if so provided in the bylaws, shall in
all cases indemnify, any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that that person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, trustee, partner, fiduciary, employee or agent of another
corporation, partnership, joint venture, trust, pension or other employee
benefit plan or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by that person in connection with such action, suit or proceeding; provided that
no indemnification may be provided for any person with respect to any matter as
to which that person shall have been finally adjudicated: (a) not to have acted
honestly or in the reasonable belief that that person's action was in or not
opposed to the best interest of the corporation or its shareholders or, in the
case of a person serving as a fiduciary of an employee benefit plan or trust, in
or not opposed to the best interest of the plan or trust, or its participants or
beneficiaries; or (b) with respect to any criminal action or proceeding, to have
had reasonable cause to believe that that person's conduct was unlawful.

      Furthermore, subsection (1) of Section 719 provides that the termination
of any action, suit or proceeding by judgment, order or conviction adverse to
that person, or by settlement or plea of nolo contendere or its equivalent,
shall not of itself create a presumption that that person did not act honestly
or in the reasonable belief that that person's action was in or not opposed to
the best interests of the corporation or its shareholders or, in the case of a
person serving as a fiduciary of an employee benefit plan or trust, in or not
opposed to the best interests of that plan or trust or its participants or
beneficiaries and, with respect to any criminal action or proceeding, had
reasonable cause to believe that that person's conduct was unlawful.

      Subsection (1-A) of Section 719 provides that notwithstanding any
provision of subsection (1), a corporation shall not have the power to indemnify
any person with respect to any claim, issue or matter asserted by or in the
right of the corporation as to which that person is finally adjudicated to be
liable to the corporation unless the court in which the action, suit or
proceeding was brought shall determine that, in view of all the circumstances of
the case, that person is fairly and reasonably entitled to indemnity for such
amounts as the court shall deem reasonable.

      Subsection (3) of Section 719 provides that any indemnification under
subsection (1), unless ordered by a court or required by the bylaws, shall be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances and in the best interests of the corporation.
That determination shall be made by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to that action, suit or
proceeding, or if such a quorum is not obtainable, or even if obtainable, if a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or by the shareholders. Such a determination once made may not
be revoked and, upon the making of that determination, the director, officer,
employee or agent may enforce the indemnification against the corporation by a
separate action notwithstanding any attempted or actual subsequent action by the
board of directors.

      Finally, subsection (6) of Section 719 provides that a corporation shall
have power to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, trustee,
partner, fiduciary, employee or agent of another corporation, partnership, joint
venture, trust, pension or other employee benefit plan or other enterprise
against any liability asserted against that person and incurred by
<PAGE>   5
that person in any such capacity, or arising out of that person's status as
such, whether or not the corporation would have the power to indemnify that
person against such liability under this section.

      Section 14 of Article Third of the Third Restated Bylaws of the Company
provides for such indemnification to the fullest extent that the Maine Business
Corporation Act permits, as more fully described in the five paragraphs
immediately preceding above.

      The Company has purchased directors and officers liability insurance
covering liabilities incurred by its officers and directors in connection with
the performance of their duties from National Union Fire Insurance Company of
Pittsburgh, PA., in the amount of $5,000,000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

      The following exhibits are filed as part of this registration statement:

<TABLE>
<CAPTION>
Exhibit
Number   Description
------   -----------
<S>      <C>
   4a    Brunswick Technologies, Inc. 401(k) Savings & Retirement Plan,
         restated as of July 7, 1997.

   4b    Amended and Restated Articles of Incorporation (filed as
         Exhibit No. 3.1 to the Company's Form S-1 Registration
         Statement, Registration No. 333-10721, and hereby incorporated
         by reference)

   4c    Third Restated Bylaws (filed as Exhibit No. 3.2 to the
         Company's Form S-1 Registration Statement, Registration No.
         333-10721, and hereby incorporated by reference)

   15    Letter re: Unaudited Interim Financial Information

   23b   Consent of Coopers & Lybrand L.L.P.

   23c   Consent of KPMG Peat Marwick LLP

   24    Power of Attorney
</TABLE>

      The registrant will submit or has submitted the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner, and has made
or will make all changes required by the IRS in order to qualify the Plan.

ITEM 9.  UNDERTAKINGS.

      (a)   The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

                  (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                  (ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment
<PAGE>   6
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and

                  (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

            (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

            (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>   7
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Brunswick, State of Maine, on March 13, 1998.

                             BRUNSWICK TECHNOLOGIES, INC.


                                By:/s/ Martin S.Grimnes
                                   -------------------------------------
                                   Martin S. Grimnes,
                                   Chairman and Chief Executive Officer


      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
    Signature                        Title                             Date
    ---------                        -----                             ----
<S>                                 <C>                                <C>
/s/ Martin S. Grimnes               Chairman, Chief Executive          March 13, 1998
-----------------------------       Officer and Director
Martin S. Grimnes                   (Principal Executive Officer)


/s/ David M. Coit                   Director                           March 13, 1998
-----------------------------
David M. Coit


/s/ Max G. Pitcher                  Director                           March 13, 1998
-----------------------------
Max G. Pitcher


/s/ David E. Sharpe                 Director                           March 13, 1998
-----------------------------
David E. Sharpe


/s/ Peter N. Walmsley               Director                           March 13, 1998
-----------------------------
Peter N. Walmsley


/s/ Alan Chesney                    Interim Chief Financial            March 13, 1998
-----------------------------       Officer (Principal Financial
Alan Chesney                        and Accounting Officer)


/s/ William M. Dubay                President, Chief Operating         March 13, 1998
-----------------------------       Officer and Director
William M. Dubay


/s/ Donald R. Hughes                Director                           March 13, 1998
-----------------------------
Donald R. Hughes
</TABLE>
<PAGE>   8
                             SIGNATURES (CONTINUED)

      Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Brunswick, State of Maine, on March
13, 1998.

                             BRUNSWICK TECHNOLOGIES, INC.
                             401(k) SAVINGS & RETIREMENT PLAN

                             By:  Brunswick Technologies, Inc. as Trustee


                              /s/ Thomas L. Wallace
                              ---------------------
                              Thomas L. Wallace, Vice President of Manufacturing
                              Duly Authorized
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1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 1998

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                          BRUNSWICK TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         MAINE                                          01-0402052
-------------------------------             ------------------------------------
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

                    43 BIBBER PARKWAY, BRUNSWICK, MAINE 04011
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                          BRUNSWICK TECHNOLOGIES, INC.
                        401(k) SAVINGS & RETIREMENT PLAN
                            (FULL TITLE OF THE PLAN)

                                MARTIN S. GRIMNES
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                          BRUNSWICK TECHNOLOGIES, INC.
                                43 BIBBER PARKWAY
                             BRUNSWICK, MAINE 04011
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (207) 729-7792
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:

                             MARIANNE GILLERAN, ESQ.
                               GADSBY & HANNAH LLP
                               225 FRANKLIN STREET
                           BOSTON, MASSACHUSETTS 02110
                                 (617) 345-7000
2
                        CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------
   Title of                             Proposed          Proposed
 Securities to       Amount to be        Maximum          Maximum           Amount of
      be            Registered(2)    Offering Price      Aggregate         Registration
 Registered(1)                        Per Share(3)        Offering             Fee
                                                          Price(3)
-----------------------------------------------------------------------------------------
Common Stock,         100,000           $14.13          $1,413,000          $416.84
  $0.0001 par
value per share
-----------------------------------------------------------------------------------------
(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this registration statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the employee benefit plan
      described herein.

(2)   The amount of shares registered hereunder is based upon an estimate of the
      number of shares of Common Stock to be issued pursuant to the employee
      benefit plan described herein. In addition, pursuant to Rule 416, there
      are also being registered such additional shares of Common Stock as may
      become issuable pursuant to stock splits, stock dividends or similar
      transactions.

(3)   Estimated solely for the purpose of computing the registration fee,
      pursuant to Rule 457(h), on the basis of the average of the high and low
      prices of the Common Stock, $14.25 and $14.00, respectively, as reported
      on the Nasdaq National Market on March 10, 1998.
3
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this registration statement on Form S-8. Such documents
and the documents incorporated by reference in this registration statement on
Form S-8 pursuant to Item 3 of Part II hereof, as described below, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents are incorporated by reference in this registration
statement:

      (a) The Annual Report on Form 10-K for the fiscal year ended December 31,
1996 ("Fiscal 1996") filed by Brunswick Technologies, Inc. (the "Company")
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");

      (b) All other reports filed by the Company and by the Company's 401(k)
Savings & Retirement Plan (the "Plan") pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of Fiscal 1996; and

      (c) The description of the Company's securities in the Company's Form 8-A
Registration Statement filed with the Commission on January 31, 1997, including
any amendment or report filed for the purpose of updating such description.

      All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered in this
registration statement have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of the filing of
such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the following provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
4
      Subsection (1) of Section 719 of the Maine Business Corporation Act
empowers a corporation to indemnify, or if so provided in the bylaws, shall in
all cases indemnify, any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that that person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, trustee, partner, fiduciary, employee or agent of another
corporation, partnership, joint venture, trust, pension or other employee
benefit plan or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by that person in connection with such action, suit or proceeding; provided that
no indemnification may be provided for any person with respect to any matter as
to which that person shall have been finally adjudicated: (a) not to have acted
honestly or in the reasonable belief that that person's action was in or not
opposed to the best interest of the corporation or its shareholders or, in the
case of a person serving as a fiduciary of an employee benefit plan or trust, in
or not opposed to the best interest of the plan or trust, or its participants or
beneficiaries; or (b) with respect to any criminal action or proceeding, to have
had reasonable cause to believe that that person's conduct was unlawful.

      Furthermore, subsection (1) of Section 719 provides that the termination
of any action, suit or proceeding by judgment, order or conviction adverse to
that person, or by settlement or plea of nolo contendere or its equivalent,
shall not of itself create a presumption that that person did not act honestly
or in the reasonable belief that that person's action was in or not opposed to
the best interests of the corporation or its shareholders or, in the case of a
person serving as a fiduciary of an employee benefit plan or trust, in or not
opposed to the best interests of that plan or trust or its participants or
beneficiaries and, with respect to any criminal action or proceeding, had
reasonable cause to believe that that person's conduct was unlawful.

      Subsection (1-A) of Section 719 provides that notwithstanding any
provision of subsection (1), a corporation shall not have the power to indemnify
any person with respect to any claim, issue or matter asserted by or in the
right of the corporation as to which that person is finally adjudicated to be
liable to the corporation unless the court in which the action, suit or
proceeding was brought shall determine that, in view of all the circumstances of
the case, that person is fairly and reasonably entitled to indemnity for such
amounts as the court shall deem reasonable.

      Subsection (3) of Section 719 provides that any indemnification under
subsection (1), unless ordered by a court or required by the bylaws, shall be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances and in the best interests of the corporation.
That determination shall be made by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to that action, suit or
proceeding, or if such a quorum is not obtainable, or even if obtainable, if a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or by the shareholders. Such a determination once made may not
be revoked and, upon the making of that determination, the director, officer,
employee or agent may enforce the indemnification against the corporation by a
separate action notwithstanding any attempted or actual subsequent action by the
board of directors.

      Finally, subsection (6) of Section 719 provides that a corporation shall
have power to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, trustee,
partner, fiduciary, employee or agent of another corporation, partnership, joint
venture, trust, pension or other employee benefit plan or other enterprise
against any liability asserted against that person and incurred by
5
that person in any such capacity, or arising out of that person's status as
such, whether or not the corporation would have the power to indemnify that
person against such liability under this section.

      Section 14 of Article Third of the Third Restated Bylaws of the Company
provides for such indemnification to the fullest extent that the Maine Business
Corporation Act permits, as more fully described in the five paragraphs
immediately preceding above.

      The Company has purchased directors and officers liability insurance
covering liabilities incurred by its officers and directors in connection with
the performance of their duties from National Union Fire Insurance Company of
Pittsburgh, PA., in the amount of $5,000,000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

      The following exhibits are filed as part of this registration statement:
Exhibit
Number   Description
------   -----------
4a    Brunswick Technologies, Inc. 401(k) Savings & Retirement Plan,
         restated as of July 7, 1997.

   4b    Amended and Restated Articles of Incorporation (filed as
         Exhibit No. 3.1 to the Company's Form S-1 Registration
         Statement, Registration No. 333-10721, and hereby incorporated
         by reference)

   4c    Third Restated Bylaws (filed as Exhibit No. 3.2 to the
         Company's Form S-1 Registration Statement, Registration No.
         333-10721, and hereby incorporated by reference)

   15    Letter re: Unaudited Interim Financial Information

   23b   Consent of Coopers & Lybrand L.L.P.

   23c   Consent of KPMG Peat Marwick LLP

   24    Power of Attorney
The registrant will submit or has submitted the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner, and has made
or will make all changes required by the IRS in order to qualify the Plan.

ITEM 9.  UNDERTAKINGS.

      (a)   The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

                  (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                  (ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment
6
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and

                  (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

            (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

            (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
7
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Brunswick, State of Maine, on March 13, 1998.

                             BRUNSWICK TECHNOLOGIES, INC.

                                By:/s/ Martin S.Grimnes
                                   -------------------------------------
                                   Martin S. Grimnes,
                                   Chairman and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                        Title                             Date
    ---------                        -----                             ----
/s/ Martin S. Grimnes               Chairman, Chief Executive          March 13, 1998
-----------------------------       Officer and Director
Martin S. Grimnes                   (Principal Executive Officer)

/s/ David M. Coit                   Director                           March 13, 1998
-----------------------------
David M. Coit

/s/ Max G. Pitcher                  Director                           March 13, 1998
-----------------------------
Max G. Pitcher

/s/ David E. Sharpe                 Director                           March 13, 1998
-----------------------------
David E. Sharpe

/s/ Peter N. Walmsley               Director                           March 13, 1998
-----------------------------
Peter N. Walmsley

/s/ Alan Chesney                    Interim Chief Financial            March 13, 1998
-----------------------------       Officer (Principal Financial
Alan Chesney                        and Accounting Officer)

/s/ William M. Dubay                President, Chief Operating         March 13, 1998
-----------------------------       Officer and Director
William M. Dubay

/s/ Donald R. Hughes                Director                           March 13, 1998
-----------------------------
Donald R. Hughes
8
                             SIGNATURES (CONTINUED)

      Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Brunswick, State of Maine, on March
13, 1998.

                             BRUNSWICK TECHNOLOGIES, INC.
                             401(k) SAVINGS & RETIREMENT PLAN

                             By:  Brunswick Technologies, Inc. as Trustee

                              /s/ Thomas L. Wallace
                              ---------------------
                              Thomas L. Wallace, Vice President of Manufacturing
                              Duly Authorized