AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 2006

                                                           REGISTRATION NO. 333-

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

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

                                    FORM S-8
                       NEW BRUNSWICK SCIENTIFIC CO., INC.
             (Exact Name of Registrant as Specified in Its Charter)

          NEW JERSEY                                     22-1630072
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                        44 TALMADGE ROAD,  P.O. BOX 4005
                          EDISON, NEW JERSEY 08818-4005
                                 (732) 287-1200
                    (Address of Principal Executive Offices)

  NEW BRUNSWICK SCIENTIFIC CO., INC. EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED)
                            (Full Title of the Plan)

              JAMES T. ORCUTT, PRESIDENT & CHIEF OPERATING OFFICER
                         44 TALMADGE ROAD, P.O. BOX 4005
                          EDISON, NEW JERSEY 08818-4005
                                 (732) 287-1200
            (Name, Address and Telephone Number of Agent For Service)

                                 With a Copy to:
                             PETER D. HUTCHEON, ESQ.
                        NORRIS, MCLAUGHLIN & MARCUS, P.A.
                                721 ROUTE 202-206
                                  P.O. BOX 1018
                        SOMERVILLE, NEW JERSEY 08876-1018
                                  908-722-0700

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
TITLE OF                   AMOUNT       PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
SECURITIES TO              TO BE         OFFERING PRICE         AGGREGATE       REGISTRATION
BE REGISTERED          REGISTERED (3)    PER SHARE (4)     OFFERING PRICE (4)        FEE
<S>                    <C>             <C>                 <C>                  <C>
Common Stock,                 125,579  $             7.45  $        935,563.55  $      100.11
  $.0625 par value per
  share (1)
Common Stock,                   6,123  $             7.45  $         45,616.35  $        4.88
  $.0625 par value
  per share (2)
</TABLE>

----------
(1)  Consists of shares issuable under the New Brunswick Scientific Co., Inc.
     Employee Stock Purchase Plan (the "Plan").

(2)  Consists of shares previously issued under the Plan that are being
     registered for resale by the holders thereof.

(3)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
     ("Securities Act"), the number of shares of Common Stock registered hereby
     is subject to adjustment to prevent dilution by reason of any stock
     dividend, stock split, recapitalization or other similar transaction that
     results in an increase in the number of the outstanding shares of Common
     Stock.


<PAGE>
(4)  Estimated solely for the purpose of calculating the registration fee. Such
     estimate has been computed in accordance with Rule 457(c) and Rule 457(h)
     under the Securities Act based on the average high and low prices of the
     Registrant's Common Stock as reported on the Nasdaq Global Market on August
     7, 2006.


<PAGE>
                                EXPLANATORY NOTE

This Registration Statement registers both (i) shares of Common Stock to be
offered and sold under the New Brunswick Scientific Co., Inc. Employee Stock
Purchase Plan (the "Plan") and (ii) shares of Common Stock acquired under the
Plan that that are restricted securities which may be offered and sold from time
to time by the purchasers thereof pursuant to the reoffer prospectus included
herewith (the "Reoffer Prospectus").


<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>        <C>                                                      <C>
Item 1.    Plan Information . . . . . . . . . . . . . . . . . . . . I-1

Item 2.    Registrant Information and Plan Annual Information . . . I-1

Reoffer .  Prospectus . . . . . . . . . . . . . . . . . . . . . . . I-2

Item 3.    Incorporation of Documents by Reference. . . . . . . . . II-1

Item 4.    Description of Securities. . . . . . . . . . . . . . . . II-1

Item 5.    Interests of Named Experts and Counsel . . . . . . . . . II-1

Item 6.    Indemnification of Directors and Officers. . . . . . . . II-1

Item 7.    Exemption from Registration Claimed. . . . . . . . . . . II-2

Item 8.    Exhibits . . . . . . . . . . . . . . . . . . . . . . . . II-2

Item 9.    Undertakings . . . . . . . . . . . . . . . . . . . . . . II-2
</TABLE>


<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

     Pursuant to the rules for filing a Registration Statement on Form S-8, such
information  is contained in a document which does not constitute a part of this
Registration Statement but which shall, together with the documents incorporated
by  reference  in  this  Registration  Statement  pursuant  to Item 3 of Part II
hereof,  constitute  a  prospectus  under Section 10(a) of the Securities Act of
1933.

ITEM 2.  REGISTRANT INFORMATION AND PLAN ANNUAL INFORMATION

     Copies  of documents incorporated by reference in Item 3 of Part II of this
Registration  Statement,  and  such  other documents required to be delivered to
employees  pursuant  to  Rule  428(b)  (Section 230.428(b)) may be obtained upon
written  or  oral  request  without  charge  from the headquarters office of the
Company,  New Brunswick Scientific Co., Inc., Attn: James T. Orcutt, President &
Chief  Operating  Officer,  44  Talmadge Road, P.O. Box 4005, Edison, New Jersey
08818-4005,  (732)  287-1200.


                                     I-1
<PAGE>
                               REOFFER PROSPECTUS
                               ------------------

                          6,123 Shares of Common Stock
                          (Par Value $0.0625 per Share)



                       NEW BRUNSWICK SCIENTIFIC CO., INC.


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


     This prospectus has been prepared for use in connection with the proposed
sales by the stockholders named herein (the "Selling Stockholders") of an
aggregate of 6,123 shares of Common Stock (par value $0.0625 share) of New
Brunswick Scientific Co., Inc. (the "Company") acquired by the Selling
Stockholders under the Company's Employee Stock Purchase Plan.

     It is contemplated that offerings and sales by the Selling Stockholders
will be made from time to time in market transactions directly to a marketmaker
or through a broker at prevailing market prices or in negotiated transaction at
prevailing market prices or prices related to the prevailing market price.

     The Common Stock is designated for quotation on the Nasdaq Global Market
under the symbol: NBSC.


                 NEITHER THE SECURITIES AND EXCHANGE COMMISSION
    NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
     SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                  The date of this Prospectus is August 9, 2006


                                     I-2
<PAGE>
                              AVAILABLE INFORMATION

     The  Company is subject to the informational requirements of the Securities
Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act") and, in accordance
therewith,  files  reports,  proxy  statements  and  other  information with the
Securities  and  Exchange  Commission  (the  "Commission").  Such reports, proxy
statements  and  other  information  can  be  inspected and copied at the public
reference  facility maintained by the Commission at Room 1024, 450 Fifth Street,
N.W.,  Washington,  D.C.  20549  and  at  the  Commission's  regional offices at
Citicorp Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois and
233  Broadway, New York, NY 10279.  Copies of such material can be obtained from
the  Public Reference Section of the Commission, 100 F Street, N.E., Washington,
D.C.  20549  at  prescribed  rates.  The  Commission  maintains  a web site that
contains  reports,  proxy  and  information  statements  and  other  information
regarding  registrants that file electronically with the Commission. The address
of  the  Commission's  web  site  is  http://www.sec.gov.
                                      -------------------

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The following documents are hereby incorporated herein by reference:

     (a)  The Registrant's  Current  Reports  on  Form  8-K,  filed  January 11,
          2006,  March  23,  2006,  May  4,  2006, May 9, 2006 and June 8, 2006.

     (b)  The Registrant's  Annual  Report  on  Form  10-K  for  the  year ended
          December  31,  2005,  filed  on  March  22,  2006.

     (c)  The Registrant's  Quarterly  Report  on  Form  10-Q  for  the  quarter
          ended  April  1,  2006,  filed  on  May  10,  2006.

     (d)  The material  under  the  caption  "Capital  Stock  to  be Registered"
          in  the  Company's  Registration  Statement  on Form 8-A under Section
          12(g) of the Exchange Act filed with the Commission on April 13, 1973,
          which  incorporates  by reference the information under "Common Stock"
          in  the  prospectus  constituting a part of the Company's Registration
          Statement  on  Form  S-1,  as  amended and effective on March 14, 1972
          (File  No.  2-42505).

     All  documents  filed by the Registrant after the date of this Registration
     Statement  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 have been sold or which deregisters all securities
     then  remaining unsold, shall be deemed incorporated herein by reference in
     this registration statement and shall be deemed a part hereof from the date
     of  filing  of  such  documents.  Any  statement  contained  in  a document
     incorporated  or  deemed  to  be  incorporated by reference herein shall be
     deemed  to  be  modified  or  superseded  for purposes of this Registration
     Statement  to  the extent that a statement contained herein or in any other
     subsequently  filed  document which also is or is deemed to be incorporated
     by  reference  herein  modifies  or  supersedes  such  statement.  Any such
     statement  so  modified  or  superseded  shall  not be deemed, except as so
     modified  or  superseded,  to  constitute  a  part  of  this  Registration
     Statement.

Copies  of  documents  incorporated  herein  by  reference  may be obtained upon
written  or  oral  request without charge (other than exhibits thereto) from the
headquarters  office  of  the  Company,  New  Brunswick Scientific Co., Inc., 44
Talmadge  Road,  P.O.  Box  4005, Edison, New Jersey 08818-4005, (732) 287-1200,
Attn:  Corporate  Secretary.


                                     I-3
<PAGE>
                                  RISK FACTORS

     The  Company  is  subject to a number of important risks and uncertainties.
The accompanying risk factors should be read in conjunction with the information
included  and  incorporated  by  reference  in  this  Form  S-8.

RESTRICTIONS  IMPOSED BY THE TERMS OF THE COMPANY'S BANK AGREEMENT MAY LIMIT THE
OPERATING  AND  FINANCIAL  FLEXIBILITY.

     The  Company  and  Wachovia  Bank,  National  Association  (the "Bank") are
parties  to  an  agreement  (the  "Bank  Agreement"),  which has had a number of
amendments,  which  expires  on  May 31, 2008, which provides the Company with a
credit  facility  for acquisitions, equipment loans, working capital and letters
of  credit,  and  foreign  exchange transactions.  All of the Company's domestic
assets,  which  are not otherwise subject to lien, have been pledged as security
for  any  borrowings  under  the  Bank  Agreement.  The  Bank Agreement contains
various  business  and  financial covenants including among other things, a debt
service ratio, a net worth covenant and a ratio of total liabilities to tangible
net  worth.

     The  Company's  failure  to  comply  with  the  obligations  under the Bank
Agreement  may result in an event of default, which, if not cured or waived, may
permit  acceleration  of the indebtedness under the Bank Agreement.  The Company
cannot  be  certain  that  it  will  have  sufficient funds available to pay any
accelerated  indebtedness  or  that  it  will  have  the  ability  to  refinance
accelerated  indebtedness  on  favorable terms should an event of default occur.

THE  COMPANY  HAS  NUMEROUS COMPETITORS WHICH HAVE FINANCIAL AND OTHER RESOURCES
GREATER THAN THE COMPANY'S. SHOULD THE COMPANY NOT COMPETE SUCCESSFULLY WITH ITS
COMPETITORS,  THIS  COULD  RESULT IN AN ADVERSE AFFECT ON RESULTS OF OPERATIONS.

     The  Company  encounters  competition from approximately 11 domestic and 15
foreign  competitors  in  the  sale  of  its  products.  Many  of  the Company's
competitors  have  financial,  engineering,  product  development,  sales  and
marketing  and other resources greater than the Company's. Should the Company be
unable to compete with its competitors effectively by developing and introducing
innovative  and  reliable  new  products  on  a  timely basis, there could be an
adverse  affect  on  the  Company's  results  of  operations.

DELAYS IN RECEIPT OF RAW MATERIALS COULD INTERRUPT MANUFACTURING SCHEDULES WHICH
COULD  HAVE  AN  ADVERSE  AFFECT  ON  RESULTS  OF  OPERATIONS.

     The  raw  materials  used  by  the  Company include stainless steel, carbon
steel,  copper,  brass,  aluminum  and  various  plastics.  Some  components are
purchased  from  others,  including  pumps,  compressors,  plumbing  fittings,
electrical  and  electronic  components,  gauges,  meters, motors, glassware and
general  purpose  hardware.  Many of these components are built to the Company's
specifications.  The  Company  is not dependent upon any single supplier for any
raw  material  or  component,  but  delay  in  receipt  of  key components could
adversely  affect  the  manufacturing  schedule.

THE  COMPANY'S  DOMESTIC  BUSINESS  IS  SIGNIFICANTLY  AFFECTED BY UNITED STATES
GOVERNMENT  EXPENDITURES  AND  GRANTS  FOR  RESEARCH  TO  EDUCATIONAL  RESEARCH
INSTITUTIONS AND INDUSTRY.  SHOULD THE GOVERNMENT, FOR EXTENDED PERIODS OF TIME,
DECREASE  THEIR  LEVEL  OF  EXPENDITURES  AND  GRANTS, THERE COULD BE AN ADVERSE
AFFECT  ON  RESULTS  OF  OPERATIONS.

     The  Company  sells  its  equipment  to  biotechnology  and  pharmaceutical
companies,  agricultural  and  chemical  companies,  other  industrial customers
engaged  in  biotechnology  and  to  medical  schools,  universities,  research
institutes,  hospitals,  private laboratories and laboratories of federal, state
and  municipal  government  departments and agencies in the United States. While
only  a  small  percentage  of  the  Company's sales are made directly to United
States  government  departments  and  agencies,  its  domestic  business  is
significantly  affected  by  government  expenditures and grants for research to
educational  research  institutions  and  to  industry. Should the United States
government,  for  extended periods of time, decrease their level of expenditures
and  grants,  there  could  be  an  adverse  affect  on the Company's results of
operations.

FISHER  SCIENTIFIC  ACCOUNTED  FOR  13.8%,  16.0%  AND  15.9%,  RESPECTIVELY, OF
CONSOLIDATED  NET SALES DURING THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003.
A  SUBSIDIARY  OF  FISHER SCIENTIFIC MANUFACTURES PRODUCTS THAT COMPETE WITH THE
COMPANY'S  SHAKER  PRODUCTS.  A  SIGNIFICANT  CHANGE  OR  TERMINATION  IN  THE
DISTRIBUTION  AGREEMENT  WITH  FISHER SCIENTIFIC COULD HAVE AN ADVERSE AFFECT ON
RESULTS  OF  OPERATIONS.


                                     I-4
<PAGE>
     Since 1990, Fisher Scientific has been the exclusive distributor of certain
products  manufactured  by  the  Company.  In  2005,  Fisher  Scientific and the
Company  renewed their distributorship agreement.  While Fisher is the exclusive
U.S.  distributor  for certain of the Company's shakers, the Company markets and
sells  its  INNOVA  shakers  and  other products on a direct basis.  Fisher also
distributes  a  few selected INNOVA models and is the exclusive U.S. distributor
of  the  Company's CO2 incubators, although the Company sells its CO2 incubators
directly  as  well.  Fisher Scientific is also the exclusive distributor for the
Company's  C-Line  shakers  in  certain  European  countries  and  has a broader
distribution arrangement with the Company in Canada and France.  A subsidiary of
Fisher  Scientific  also  manufactures  products that compete with the Company's
shaker  products. Fisher Scientific accounted for approximately 13.8%, 16.0% and
15.9%,  respectively,  of consolidated net sales during the years ended December
31,  2005,  2004  and  2003.  Should a significant change or termination of this
agreement  occur this could have an adverse affect on the results of operations.

THE  COMPANY'S  BUSINESS  RELIES HEAVILY ON FOREIGN SALES.  CHANGES IN ECONOMIC,
POLITICAL AND OTHER RISKS ASSOCIATED WITH THESE ACTIVITIES COULD HAVE AN ADVERSE
AFFECT  ON  RESULTS  OF  OPERATIONS.

     The  Company also sells its equipment, both directly and through scientific
equipment dealers to foreign companies, institutions and governments.  The major
portion  of  its  foreign sales are made in Canada, Europe, China, Japan, India,
Taiwan  and  Brazil.  The  Company  also  sells its products in Africa and other
Asian  and  Latin American countries.  These sales may be substantially affected
by  changes  in the capital investment policies of foreign governments or by the
availability  of hard currency.  These sales may also be affected by U.S. export
control  regulations  applicable  to  scientific  equipment.  Should  any of the
aforementioned  events occur, there could be an adverse affect on the results of
operations.

THE  COMPANY  RELIES HEAVILY ON FOREIGN OPERATIONS.  CHANGES IN FOREIGN CURRENCY
EXCHANGE  RATES  COULD  HAVE  A  SUBSTANTIAL  IMPACT  ON  RESULTS OF OPERATIONS.

     Substantially  all  of  the  orders  received  by  the  Company's  domestic
operations  are  recorded  in  United States dollars. Outside North America, the
Company books orders for equipment in Euros and British Pounds as well as United
States  dollars.  The  assets  and  liabilities  of  the  Company's  European
subsidiaries  are  valued  in  local  currencies. Fluctuations in exchange rates
between  those  currencies and the United States dollar could have a substantial
impact on the Company's consolidated financial statements, as measured in United
States  dollars.

     Sales  to  the Company's foreign customers are influenced by changes in the
exchange  rate  of  the United States dollar as those changes affect the cost of
the Company's equipment to foreign customers.  Certain countries may not be able
to  make  substantial  capital  purchases  in  dollars for economic or political
reasons.  Should  changes  in  foreign  currency  exchange  rates  make  it more
difficult  for  foreign  customers  to  purchase  the  Company's  products,  the
Company's  results  of  operations  could  be  negatively  affected.

     THE COMPANY DOES NOT HAVE SIGNIFICANT REDUNDANT MANUFACTURING OPERATIONS AT
ITS  FACILITIES.  IF  ANY  OF THE COMPANY'S FACILITIES ARE UNABLE TO PRODUCE AND
SHIP  PRODUCTS,  IT  COULD  HAVE  AN  ADVERSE  AFFECT  ON RESULTS OF OPERATIONS.

     The  Company  does  not  maintain  significant  redundant  manufacturing
operations  at its facilities. Any event impacting the manufacturing facilities,
or  the  equipment,  or suppliers including, without limitation, wars, terrorist
activities  and  natural  disasters  could  delay  or  suspend manufacturing and
shipment of products which could have an adverse affect on the Company's results
of  operations.  Even though the Company carries business interruption insurance
policies,  losses  could  exceed  the  coverage  available under these policies.

     THE  COMPANY'S  NEW  JERSEY  MANUFACTURING  EMPLOYEES  ARE  COVERED UNDER A
COLLECTIVE BARGAINING AGREEMENT.  A STRIKE, WALKOUT OR LOCKOUT FOR A SIGNIFICANT
PERIOD  OF  TIME  COULD  HAVE  AN  ADVERSE  AFFECT  ON  RESULTS  OF  OPERATIONS.

     The  Company's  New  Jersey  manufacturing  employees  are  represented  by
District  15  of  the  International  Association of Machinists, AFL-CIO under a
contract  which  expires  in  December  2007.  The  Company  considers its labor
relations  to  be good.  However, if a strike, walkout or lockout occurred for a
significant  period  of  time,  it  could  have  an adverse affect on results of
operations


                                     I-5
<PAGE>
     THE  COMPANY  COULD BE EXPOSED TO INCREASED COSTS AND RISKS ASSOCIATED WITH
COMPLYING  WITH  INCREASING  AND  NEW  REGULATIONS  OF  CORPORATE GOVERNANCE AND
DISCLOSURE  STANDARDS.

     In  March  2005,  the  SEC postponed, for one year, the compliance date for
reporting  on  internal  controls  by  non-accelerated  filers.  Despite  this
postponement,  the  Company  expects to continue to spend an increased amount of
management  time  and  internal  and  external resources to comply with changing
laws,  regulations  and  standards  relating  to corporate governance and public
disclosure,  including  the  Sarbanes-Oxley Act of 2002, new SEC regulations and
NASDAQ Stock Market rules.  In particular, Section 404 of the Sarbanes-Oxley Act
of  2002  requires  management's  annual  review and evaluation of the Company's
internal  control  system and attestations of the effectiveness of these systems
by  the  Company's  independent  auditors.  The  Company will be documenting and
testing  internal  control  systems  and procedures and considering improvements
that could be necessary in order for the Company to comply with the requirements
of  Section  404  by  the end of 2007.  This process has required the Company to
hire  outside  advisory  services  and has resulted in additional accounting and
legal  expenses.  While  we  believe  that  we  currently have adequate internal
controls  over  financial  reporting,  in  the  event  that  the Company's chief
executive  officer,  chief  financial  officer or independent auditors determine
that  the  controls  over financial reporting are not effective as defined under
Section  404,  investors  perceptions of the Company could be adversely affected
and  could  cause  a  decline  in  market  price  of  the  Company's  stock.

     A SIGNIFICANT DISRUPTION IN INFORMATION TECHNOLOGY SYSTEMS, SUCH AS FAILURE
TO  PROPERLY  IMPLEMENT  A  NEW  ORACLE  ENTERPRISE  RESOURCE PLANNING SYSTEM AS
PREVIOUSLY  ANNOUNCED  COULD  ADVERSELY  AFFECT  THE  OPERATIONS  AND RESULTS OF
OPERATIONS  OF  THE  COMPANY.

     The  Company  has  begun  the  implementation  of  a  new Oracle Enterprise
Resource  Planning  system.  This  system  will  replace  many  of the Company's
existing  operating  and  financial  systems.  Such an implementation is a major
undertaking  both  financially  and from a management and personnel perspective.
Should the system not be implemented successfully and within budget, it could be
disruptive  and  or adversely affect the operations and results of operations of
the  Company.

                                   THE COMPANY

     We  are  a  leading  provider  of  a wide variety of research equipment and
scientific  instruments  for  the  life  sciences  used  to create, maintain and
control  the  physical  and  biochemical  conditions  required  for  the growth,
detection  and  storage  of  microorganisms.

     Our  products  are used for medical, biological, chemical and environmental
research  and for the commercial development of antibiotics, proteins, hormones,
enzymes, monoclonal antibodies, agricultural products, fuels, vitamins, vaccines
and  other  substances.

     We  sell  our  equipment  to  pharmaceutical  companies,  agricultural  and
chemical  companies, other industrial customers engaged in biotechnology, and to
medical  schools,  universities,  research  institutes,  hospitals,  private
laboratories  and  laboratories  of  federal,  state  and  municipal  government
departments  and agencies in the United States. While only a small percentage of
our  sales  are  made  directly  to  United  States  government  departments and
agencies,  our  domestic  business  is  significantly  affected  by  government
expenditures and grants for research to educational research institutions and to
industry.  We  also  sell  our equipment both directly (primarily in Europe) and
through  scientific  equipment  dealers  to  foreign companies, institutions and
governments.  Foreign  sales  may be affected by U.S. export control regulations
applicable  to  scientific  equipment.

     The Company was incorporated in 1958 as the successor to a business founded
in 1946 by David and Sigmund Freedman.  The Company owns its 243,000 square foot
headquarters  and  primary  production  facility  located on 17 acres of land in
Edison,  New  Jersey.

                              SELLING STOCKHOLDERS

     The  table  below  sets  forth  the names and present positions held by the
Selling  Stockholders  and the number of shares of Common Stock offered pursuant
to  this  prospectus.  Each of the Selling Shareholders is an "affiliate" of the
Company  and whose address is care of the Company at 44 Talmadge Road, P.O.  Box
4005,  Edison, New Jersey 08818-4005.  The shares of Common Stock offered by the
Selling  Stockholders  were  acquired  by  them  from  time  to  time under  the
Company's  Employee  Stock  Purchase  Plan  (the  "Plan")  in a transactions not
registered  under the Securities Act of 1933, as amended (the "Securities Act"),
and  accordingly  constitute  "restricted  securities"  within


                                     I-6
<PAGE>
the  meaning  Rule  144  under the Securities Act.  The Selling Stockholders may
from  time  to  time  offer and all or part of the shares in market transactions
directly  to a marketmaker or through a broker at prevailing market prices or in
negotiated  transaction  at  prevailing  market  prices or prices related to the
prevailing  market  price.  The  Company  will pay all expenses of preparing and
reproducing  this  prospectus,  but will not receive any part of the proceeds of
the  sale  of  any  such  shares.  The Selling Stockholders will pay any and all
brokerage  commissions  charged  to  sellers  in  connection  with  such  sales.

<TABLE>
<CAPTION>
Name           Present Position with Company               No. of Shares
----           -----------------------------               -------------
<S>            <C>                                         <C>
James Orcutt       President and Chief Operating Officer             338
William Dunne      Vice President Sales                               17
Douglas Irwin      Corporate Controller                            3,444
Lee Eppstein       Vice President Technology                       2,324
</TABLE>

                                  LEGAL MATTERS

     The  legality  of  the shares of Common Stock being offered has been passed
upon  by  Norris,  McLaughlin  & Marcus, P.A., 721 Route 202-206, P.O. Box 1018,
Somerville,  New  Jersey  08876-1018.

                                     EXPERTS

     The  consolidated  financial  statements  and  schedule  of  New  Brunswick
Scientific  Co., Inc. as of December 31, 2005 and 2004 and for each of the years
in  the  three  year  period  ended  December 31, 2005 have been incorporated by
reference  herein  and in the Registration Statement in reliance upon the report
of  KPMG  LLP,  independent  registered  public accounting firm, incorporated by
reference  herein,  and upon the authority of said firm as experts in accounting
and  auditing.

                                 USE OF PROCEEDS

     The  Company will not receive any proceeds from the resale of securities by
the  Selling  Stockholders  hereunder.

                                 INDEMNIFICATION

     Section  14A:3-5  of the New Jersey Business Corporation Act (the "NJBCA"),
the Company's Certificate of Incorporation and By-Laws give the Registrant power
to indemnify each of its directors and officers against expenses and liabilities
in connection with any proceeding involving him by reason of his being or having
been  a  director  or  officer  if (a) he acted in good faith and in a manner he
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Registrant and (b) with respect to any criminal proceeding, he had no reasonable
cause  to  believe  his conduct was unlawful.  However, in a proceeding by or in
the right of the Registrant, there shall be no indemnification in respect of any
liabilities  or  expenses  if  the  officer or director shall have been adjudged
liable  to  the Registrant, unless and only to the extent that the court in such
proceeding  determines  upon  application  that  despite  the  adjudication  of
liability,  but  in  view  of  all  circumstances  of  the case, such officer or
director is fairly and reasonably entitled to indemnity for such expenses as the
court  deems  proper.  Furthermore,  no  indemnification  shall be made to or on
behalf  of  a  director  or  officer  if  a judgment or other final adjudication
adverse  to  such director or officer establishes that his acts or omissions (a)
were  in  breach of his duty of loyalty to the Company and its stockholders, (b)
were not in good faith or involved a knowing violation of law or (c) resulted in
receipt  by  the director or officer of an improper personal benefit.  The NJBCA
defines  an act or omission in breach of a person's duty of loyalty as an act or
omission  which  that  person  knows  or  believes  to  be  contrary to the best
interests  of  the  Company  or  its stockholders in connection with a matter in
which  he  has  a  material  conflict  of interest.  If a director or officer is
successful  in a proceeding, the statute mandates that the Company indemnify him
against  expenses.

     The  By-Laws  provide  that  the  Company  shall indemnify each officer and
director of the Company (and each officer and director of another entity who was
serving  at  the request of the Company) who is a party to, or is threatened  to
be  made  a  party  to,  any  threatened,  pending or completed action, suit, or
proceeding,  whether  civil, criminal, administrative, or investigative, against
expenses  (including  attorneys'  fees),  judgments,  fines, and amounts paid in
settlement,  actually  and  reasonably  incurred in connection with such action,
suit  or  proceeding,  to the fullest extend permitted by law.  The By-Laws also
provide that costs in defending any action, suit or proceeding referred to above
may  be  paid  by  the Company in advance of the final disposition thereof under
certain  circumstances.


                                     I-7
<PAGE>
     All  expenses  and  liabilities  incurred  by the Board of Directors in the
administration  of  the  Plan  shall  be  borne  by  the  Company.  The Board of
Directors  may  employ  attorneys,  consultants, accountants or other persons in
connection  with  the administration of the Plan.  The Company, and its officers
and directors, shall be entitled to rely upon the advice, opinions or valuations
of  any  such  persons.  No member of the Board of Directors shall be liable for
any  action,  determination  or  interpretation taken or made in good faith with
respect  to  the  Plan  or  any  option  granted  hereunder.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may  be  permitted  to  directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed 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.


                                     I-8
<PAGE>
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The following documents filed by New Brunswick Scientific Co., Inc (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:

          (a)  The Registrant's Current Reports on Form 8-K, filed January 11,
               2006, March 23, 2006, May 4, 2006, May 9, 2006 and June 8, 2006.

          (b)  The Registrant's Annual Report on Form 10-K for the year ended
               December 31, 2005, filed on March 22, 2006.

          (c)  The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended April 1, 2006, filed on May 10, 2006.

          (d)  The material under the caption "Capital Stock to be Registered"
               in the Company's Registration Statement on Form 8-A under Section
               12(g) of the Securities Exchange Act of 1934 filed with the
               Commission on April 13, 1973, which incorporates by reference the
               information under "Common Stock" in the prospectus constituting a
               part of the Company's Registration Statement on Form S-1, as
               amended and effective on March 14, 1972 (File No. 2-42505).

          All  documents  filed  by  the  Registrant  after  the  date  of  this
          Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
          of  the  Securities  Exchange  Act  of 1934, as amended (the "Exchange
          Act"),  prior  to  the  filing  of  a  post-effective  amendment which
          indicates  that  all  securities  offered  have  been  sold  or  which
          deregisters  all  securities  then  remaining  unsold, shall be deemed
          incorporated  herein  by  reference in this registration statement and
          shall  be  deemed  a  part  hereof  from  the  date  of filing of such
          documents.  Any  statement  contained  in  a  document incorporated or
          deemed  to  be  incorporated by reference herein shall be deemed to be
          modified  or superseded for purposes of this Registration Statement to
          the  extent  that  a  statement  contained  herein  or  in  any  other
          subsequently  filed  document  which  also  is  or  is  deemed  to  be
          incorporated  by  reference  herein  modifies  or  supersedes  such
          statement.  Any  such statement so modified or superseded shall not be
          deemed,  except  as so modified or superseded, to constitute a part of
          this  Registration  Statement.

ITEM 4. DESCRIPTION  OF  SECURITIES

          Not applicable.

ITEM 5. INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

          Not applicable.

ITEM 6. INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     Section  14A:3-5  of the New Jersey Business Corporation Act (the "NJBCA"),
the Company's Certificate of Incorporation and By-Laws give the Registrant power
to indemnify each of its directors and officers against expenses and liabilities
in connection with any proceeding involving him by reason of his being or having
been  a  director  or  officer  if (a) he acted in good faith and in a manner he
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Registrant and (b) with respect to any criminal proceeding, he had no reasonable
cause  to  believe  his conduct was unlawful.  However, in a proceeding by or in
the right of the Registrant, there shall be no indemnification in respect of any
liabilities  or  expenses  if  the  officer or director shall have been adjudged
liable  to  the Registrant, unless and only to the extent that the court in such
proceeding  determines  upon  application  that  despite  the  adjudication  of
liability,  but  in  view  of  all  circumstances  of  the case, such officer or
director is fairly and reasonably entitled to indemnity for such expenses as the
court  deems  proper.  Furthermore,  no  indemnification  shall


                                      II-1
<PAGE>
be  made  to  or on behalf of a director or officer if a judgment or other final
adjudication  adverse  to  such director or officer establishes that his acts or
omissions  (a)  were  in  breach  of  his duty of loyalty to the Company and its
stockholders,  (b) were not in good faith or involved a knowing violation of law
or  (c)  resulted  in receipt by the director or officer of an improper personal
benefit.  The  NJBCA  defines an act or omission in breach of a person's duty of
loyalty as an act or omission which that person knows or believes to be contrary
to  the  best  interests of the Company or its stockholders in connection with a
matter  in  which  he  has  a  material  conflict of interest.  If a director or
officer  is  successful  in  a proceeding, the statute mandates that the Company
indemnify  him  against  expenses.

     The  By-Laws  provide  that  the  Company  shall indemnify each officer and
director of the Company (and each officer and director of another entity who was
serving  at  the request of the Company) who is a party to, or is threatened  to
be  made  a  party  to,  any  threatened,  pending or completed action, suit, or
proceeding,  whether  civil, criminal, administrative, or investigative, against
expenses  (including  attorneys'  fees),  judgments,  fines, and amounts paid in
settlement,  actually  and  reasonably  incurred in connection with such action,
suit  or  proceeding,  to the fullest extend permitted by law.  The By-Laws also
provide that costs in defending any action, suit or proceeding referred to above
may  be  paid  by  the Company in advance of the final disposition thereof under
certain  circumstances.

     All  expenses  and  liabilities  incurred  by the Board of Directors in the
administration  of  the  Plan  shall  be  borne  by  the  Company.  The Board of
Directors  may  employ  attorneys,  consultants, accountants or other persons in
connection  with  the administration of the Plan.  The Company, and its officers
and directors, shall be entitled to rely upon the advice, opinions or valuations
of  any  such  persons.  No member of the Board of Directors shall be liable for
any  action,  determination  or  interpretation taken or made in good faith with
respect  to  the  Plan  or  any  option  granted  hereunder.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may  be  permitted  to  directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed 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.

ITEM 7. EXEMPTION  FROM  REGISTRATION  CLAIMED

The  offer and sale by the registrant of the restricted securities being offered
for  sale pursuant to the Reoffer Prospectus were exempt from registration under
the  Securities  Act  of  1933,  as  amended,  in  accordance  with Section 4(2)
thereunder  based  on  the  knowledge  and  the  financial sophistication of the
Selling  Shareholders.

ITEM 8. EXHIBITS

         *5         Opinion of Norris, McLaughlin & Marcus, P.A.
         *23(a)     Consent of KPMG LLP
          23(b)     Consent of Norris, McLaughlin & Marcus, P.A. (included in
                    Exhibit  5)
          24        Power of Attorney (included on signature page)

       --------------------------------------------------------------------
          *Filed herewith

ITEM 9. UNDERTAKINGS

     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
                         thereof)


                                      II-2
<PAGE>
                         which,  individually  or  in  the  aggregate, represent
                         a  fundamental  change  in the information set forth in
                         the  registration  statement.

                   (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)  of  this  section  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 section 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.

          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.

          4.   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
               (and, where applicable, each filing of an employee benefit plan's
               annual  report  pursuant  to  Section  15(d)  of  the  Securities
               Exchange  Act  of  1934) that is incorporated by reference in the
               Registration  Statement  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.

          5.   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.


                                      II-3
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that  it  has  reasonable  grounds  to  believe that it meets all 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 Township of Edison, State of New Jersey, on this 9th day of
August, 2006.

                                      NEW BRUNSWICK SCIENTIFIC CO., INC.
                                      (Registrant)

                                      By:   /s/ James T. Orcutt
                                          --------------------------------------
                                      Name:  James T. Orcutt
                                      Title: President & Chief Operating Officer

     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and appoints James T. Orcutt (with full power in each to act
alone),  his true and lawful attorneys-in-fact, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and  all  amendments  (including post-effective amendments) to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in  connection  therewith, with the Securities and Exchange Commission, granting
unto  each  said  attorney-in-fact  and agent 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 that all said attorneys-in-fact, or
their  substitute  or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the  requirements  of  the  Securities Act, this Registration
Statement  has been signed by the following persons in the capacities and on the
dates  indicated  below.

<TABLE>
<CAPTION>
       SIGNATURE                             TITLE                               DATE
       ---------                             -----                               ----
<S>                      <C>                                                <C>
/s/ David Freedman       Chairman of the Board, Chief Executive
                         Officer (Principal Executive Officer) and
                         Director                                           August 9, 2006
-----------------------
David Freedman


/s/ Adele Lavender       Corporate Secretary                                August 9, 2006
-----------------------
Adele Lavender


/s/ Thomas Bocchino      Vice President, Finance, Treasurer and Chief
                         Financial Officer (Principal Financial Officer /
                         Principal Accounting Officer)                      August 9, 2006
-----------------------
Thomas Bocchino


/s/ James T. Orcutt      President, Chief Operating Officer and
                         Director                                           August 9, 2006
-----------------------
James T. Orcutt


/s/ Jerome Birnbaum      Director                                           August 9, 2006
-----------------------
Dr. Jerome Birnbaum


                                      II-4
<PAGE>
/s/ Kenneth Freedman     Director                                           August 9, 2006
-----------------------
Kenneth Freedman


/s/ Ernest Gross         Director                                           August 9, 2006
-----------------------
Ernest Gross


/s/ Joel Jaffe           Director                                           August 9, 2006
-----------------------
Joel Jaffe


/s/ David Pramer         Director                                           August 9, 2006
-----------------------
Dr. David Pramer


/s/ Peter Schkeeper      Director                                           August 9, 2006
-----------------------
Peter Schkeeper


/s/ Daniel S. Van Riper  Director                                           August 9, 2006
-----------------------
Daniel S. Van Riper
</TABLE>


                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "forms-8.txt", "description": "NEW BRUNSWICK SCIENTIFIC S-8 08-10-2006", "secsgml_size_bytes": 49626}]
{"company-data": {"conformed-name": "NEW BRUNSWICK SCIENTIFIC CO INC", "cik": "0000071241", "assigned-sic": "3821", "irs-number": "221630072", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-136496", "film-number": "061021908"}, "business-address": {"street1": "44 TALMADGE RD", "street2": "PO BOX 4005", "city": "EDISON", "state": "NJ", "zip": "08818-4005", "phone": "9082871200"}, "mail-address": {"street1": "44 TALMADGE ROAD", "street2": "PO BOX 4005", "city": "EDISON", "state": "NJ", "zip": "08818-4005"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 2006

                                                           REGISTRATION NO. 333-

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

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

                                    FORM S-8
                       NEW BRUNSWICK SCIENTIFIC CO., INC.
             (Exact Name of Registrant as Specified in Its Charter)

          NEW JERSEY                                     22-1630072
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                        44 TALMADGE ROAD,  P.O. BOX 4005
                          EDISON, NEW JERSEY 08818-4005
                                 (732) 287-1200
                    (Address of Principal Executive Offices)

  NEW BRUNSWICK SCIENTIFIC CO., INC. EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED)
                            (Full Title of the Plan)

              JAMES T. ORCUTT, PRESIDENT & CHIEF OPERATING OFFICER
                         44 TALMADGE ROAD, P.O. BOX 4005
                          EDISON, NEW JERSEY 08818-4005
                                 (732) 287-1200
            (Name, Address and Telephone Number of Agent For Service)

                                 With a Copy to:
                             PETER D. HUTCHEON, ESQ.
                        NORRIS, MCLAUGHLIN & MARCUS, P.A.
                                721 ROUTE 202-206
                                  P.O. BOX 1018
                        SOMERVILLE, NEW JERSEY 08876-1018
                                  908-722-0700

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

                         CALCULATION OF REGISTRATION FEE
TITLE OF                   AMOUNT       PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
SECURITIES TO              TO BE         OFFERING PRICE         AGGREGATE       REGISTRATION
BE REGISTERED          REGISTERED (3)    PER SHARE (4)     OFFERING PRICE (4)        FEE
Common Stock,                 125,579  $             7.45  $        935,563.55  $      100.11
  $.0625 par value per
  share (1)
Common Stock,                   6,123  $             7.45  $         45,616.35  $        4.88
  $.0625 par value
  per share (2)
----------
(1)  Consists of shares issuable under the New Brunswick Scientific Co., Inc.
     Employee Stock Purchase Plan (the "Plan").

(2)  Consists of shares previously issued under the Plan that are being
     registered for resale by the holders thereof.

(3)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
     ("Securities Act"), the number of shares of Common Stock registered hereby
     is subject to adjustment to prevent dilution by reason of any stock
     dividend, stock split, recapitalization or other similar transaction that
     results in an increase in the number of the outstanding shares of Common
     Stock.
(4)  Estimated solely for the purpose of calculating the registration fee. Such
     estimate has been computed in accordance with Rule 457(c) and Rule 457(h)
     under the Securities Act based on the average high and low prices of the
     Registrant's Common Stock as reported on the Nasdaq Global Market on August
     7, 2006.
EXPLANATORY NOTE

This Registration Statement registers both (i) shares of Common Stock to be
offered and sold under the New Brunswick Scientific Co., Inc. Employee Stock
Purchase Plan (the "Plan") and (ii) shares of Common Stock acquired under the
Plan that that are restricted securities which may be offered and sold from time
to time by the purchasers thereof pursuant to the reoffer prospectus included
herewith (the "Reoffer Prospectus").
TABLE OF CONTENTS
Item 1.    Plan Information . . . . . . . . . . . . . . . . . . . . I-1

Item 2.    Registrant Information and Plan Annual Information . . . I-1

Reoffer .  Prospectus . . . . . . . . . . . . . . . . . . . . . . . I-2

Item 3.    Incorporation of Documents by Reference. . . . . . . . . II-1

Item 4.    Description of Securities. . . . . . . . . . . . . . . . II-1

Item 5.    Interests of Named Experts and Counsel . . . . . . . . . II-1

Item 6.    Indemnification of Directors and Officers. . . . . . . . II-1

Item 7.    Exemption from Registration Claimed. . . . . . . . . . . II-2

Item 8.    Exhibits . . . . . . . . . . . . . . . . . . . . . . . . II-2

Item 9.    Undertakings . . . . . . . . . . . . . . . . . . . . . . II-2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

     Pursuant to the rules for filing a Registration Statement on Form S-8, such
information  is contained in a document which does not constitute a part of this
Registration Statement but which shall, together with the documents incorporated
by  reference  in  this  Registration  Statement  pursuant  to Item 3 of Part II
hereof,  constitute  a  prospectus  under Section 10(a) of the Securities Act of
1933.

ITEM 2.  REGISTRANT INFORMATION AND PLAN ANNUAL INFORMATION

     Copies  of documents incorporated by reference in Item 3 of Part II of this
Registration  Statement,  and  such  other documents required to be delivered to
employees  pursuant  to  Rule  428(b)  (Section 230.428(b)) may be obtained upon
written  or  oral  request  without  charge  from the headquarters office of the
Company,  New Brunswick Scientific Co., Inc., Attn: James T. Orcutt, President &
Chief  Operating  Officer,  44  Talmadge Road, P.O. Box 4005, Edison, New Jersey
08818-4005,  (732)  287-1200.

                                     I-1
REOFFER PROSPECTUS
                               ------------------

                          6,123 Shares of Common Stock
                          (Par Value $0.0625 per Share)

                       NEW BRUNSWICK SCIENTIFIC CO., INC.

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

     This prospectus has been prepared for use in connection with the proposed
sales by the stockholders named herein (the "Selling Stockholders") of an
aggregate of 6,123 shares of Common Stock (par value $0.0625 share) of New
Brunswick Scientific Co., Inc. (the "Company") acquired by the Selling
Stockholders under the Company's Employee Stock Purchase Plan.

     It is contemplated that offerings and sales by the Selling Stockholders
will be made from time to time in market transactions directly to a marketmaker
or through a broker at prevailing market prices or in negotiated transaction at
prevailing market prices or prices related to the prevailing market price.

     The Common Stock is designated for quotation on the Nasdaq Global Market
under the symbol: NBSC.

                 NEITHER THE SECURITIES AND EXCHANGE COMMISSION
    NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
     SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this Prospectus is August 9, 2006

                                     I-2
AVAILABLE INFORMATION

     The  Company is subject to the informational requirements of the Securities
Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act") and, in accordance
therewith,  files  reports,  proxy  statements  and  other  information with the
Securities  and  Exchange  Commission  (the  "Commission").  Such reports, proxy
statements  and  other  information  can  be  inspected and copied at the public
reference  facility maintained by the Commission at Room 1024, 450 Fifth Street,
N.W.,  Washington,  D.C.  20549  and  at  the  Commission's  regional offices at
Citicorp Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois and
233  Broadway, New York, NY 10279.  Copies of such material can be obtained from
the  Public Reference Section of the Commission, 100 F Street, N.E., Washington,
D.C.  20549  at  prescribed  rates.  The  Commission  maintains  a web site that
contains  reports,  proxy  and  information  statements  and  other  information
regarding  registrants that file electronically with the Commission. The address
of  the  Commission's  web  site  is  http://www.sec.gov.
                                      -------------------

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The following documents are hereby incorporated herein by reference:

     (a)  The Registrant's  Current  Reports  on  Form  8-K,  filed  January 11,
          2006,  March  23,  2006,  May  4,  2006, May 9, 2006 and June 8, 2006.

     (b)  The Registrant's  Annual  Report  on  Form  10-K  for  the  year ended
          December  31,  2005,  filed  on  March  22,  2006.

     (c)  The Registrant's  Quarterly  Report  on  Form  10-Q  for  the  quarter
          ended  April  1,  2006,  filed  on  May  10,  2006.

     (d)  The material  under  the  caption  "Capital  Stock  to  be Registered"
          in  the  Company's  Registration  Statement  on Form 8-A under Section
          12(g) of the Exchange Act filed with the Commission on April 13, 1973,
          which  incorporates  by reference the information under "Common Stock"
          in  the  prospectus  constituting a part of the Company's Registration
          Statement  on  Form  S-1,  as  amended and effective on March 14, 1972
          (File  No.  2-42505).

     All  documents  filed by the Registrant after the date of this Registration
     Statement  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 have been sold or which deregisters all securities
     then  remaining unsold, shall be deemed incorporated herein by reference in
     this registration statement and shall be deemed a part hereof from the date
     of  filing  of  such  documents.  Any  statement  contained  in  a document
     incorporated  or  deemed  to  be  incorporated by reference herein shall be
     deemed  to  be  modified  or  superseded  for purposes of this Registration
     Statement  to  the extent that a statement contained herein or in any other
     subsequently  filed  document which also is or is deemed to be incorporated
     by  reference  herein  modifies  or  supersedes  such  statement.  Any such
     statement  so  modified  or  superseded  shall  not be deemed, except as so
     modified  or  superseded,  to  constitute  a  part  of  this  Registration
     Statement.

Copies  of  documents  incorporated  herein  by  reference  may be obtained upon
written  or  oral  request without charge (other than exhibits thereto) from the
headquarters  office  of  the  Company,  New  Brunswick Scientific Co., Inc., 44
Talmadge  Road,  P.O.  Box  4005, Edison, New Jersey 08818-4005, (732) 287-1200,
Attn:  Corporate  Secretary.

                                     I-3
RISK FACTORS

     The  Company  is  subject to a number of important risks and uncertainties.
The accompanying risk factors should be read in conjunction with the information
included  and  incorporated  by  reference  in  this  Form  S-8.

RESTRICTIONS  IMPOSED BY THE TERMS OF THE COMPANY'S BANK AGREEMENT MAY LIMIT THE
OPERATING  AND  FINANCIAL  FLEXIBILITY.

     The  Company  and  Wachovia  Bank,  National  Association  (the "Bank") are
parties  to  an  agreement  (the  "Bank  Agreement"),  which has had a number of
amendments,  which  expires  on  May 31, 2008, which provides the Company with a
credit  facility  for acquisitions, equipment loans, working capital and letters
of  credit,  and  foreign  exchange transactions.  All of the Company's domestic
assets,  which  are not otherwise subject to lien, have been pledged as security
for  any  borrowings  under  the  Bank  Agreement.  The  Bank Agreement contains
various  business  and  financial covenants including among other things, a debt
service ratio, a net worth covenant and a ratio of total liabilities to tangible
net  worth.

     The  Company's  failure  to  comply  with  the  obligations  under the Bank
Agreement  may result in an event of default, which, if not cured or waived, may
permit  acceleration  of the indebtedness under the Bank Agreement.  The Company
cannot  be  certain  that  it  will  have  sufficient funds available to pay any
accelerated  indebtedness  or  that  it  will  have  the  ability  to  refinance
accelerated  indebtedness  on  favorable terms should an event of default occur.

THE  COMPANY  HAS  NUMEROUS COMPETITORS WHICH HAVE FINANCIAL AND OTHER RESOURCES
GREATER THAN THE COMPANY'S. SHOULD THE COMPANY NOT COMPETE SUCCESSFULLY WITH ITS
COMPETITORS,  THIS  COULD  RESULT IN AN ADVERSE AFFECT ON RESULTS OF OPERATIONS.

     The  Company  encounters  competition from approximately 11 domestic and 15
foreign  competitors  in  the  sale  of  its  products.  Many  of  the Company's
competitors  have  financial,  engineering,  product  development,  sales  and
marketing  and other resources greater than the Company's. Should the Company be
unable to compete with its competitors effectively by developing and introducing
innovative  and  reliable  new  products  on  a  timely basis, there could be an
adverse  affect  on  the  Company's  results  of  operations.

DELAYS IN RECEIPT OF RAW MATERIALS COULD INTERRUPT MANUFACTURING SCHEDULES WHICH
COULD  HAVE  AN  ADVERSE  AFFECT  ON  RESULTS  OF  OPERATIONS.

     The  raw  materials  used  by  the  Company include stainless steel, carbon
steel,  copper,  brass,  aluminum  and  various  plastics.  Some  components are
purchased  from  others,  including  pumps,  compressors,  plumbing  fittings,
electrical  and  electronic  components,  gauges,  meters, motors, glassware and
general  purpose  hardware.  Many of these components are built to the Company's
specifications.  The  Company  is not dependent upon any single supplier for any
raw  material  or  component,  but  delay  in  receipt  of  key components could
adversely  affect  the  manufacturing  schedule.

THE  COMPANY'S  DOMESTIC  BUSINESS  IS  SIGNIFICANTLY  AFFECTED BY UNITED STATES
GOVERNMENT  EXPENDITURES  AND  GRANTS  FOR  RESEARCH  TO  EDUCATIONAL  RESEARCH
INSTITUTIONS AND INDUSTRY.  SHOULD THE GOVERNMENT, FOR EXTENDED PERIODS OF TIME,
DECREASE  THEIR  LEVEL  OF  EXPENDITURES  AND  GRANTS, THERE COULD BE AN ADVERSE
AFFECT  ON  RESULTS  OF  OPERATIONS.

     The  Company  sells  its  equipment  to  biotechnology  and  pharmaceutical
companies,  agricultural  and  chemical  companies,  other  industrial customers
engaged  in  biotechnology  and  to  medical  schools,  universities,  research
institutes,  hospitals,  private laboratories and laboratories of federal, state
and  municipal  government  departments and agencies in the United States. While
only  a  small  percentage  of  the  Company's sales are made directly to United
States  government  departments  and  agencies,  its  domestic  business  is
significantly  affected  by  government  expenditures and grants for research to
educational  research  institutions  and  to  industry. Should the United States
government,  for  extended periods of time, decrease their level of expenditures
and  grants,  there  could  be  an  adverse  affect  on the Company's results of
operations.

FISHER  SCIENTIFIC  ACCOUNTED  FOR  13.8%,  16.0%  AND  15.9%,  RESPECTIVELY, OF
CONSOLIDATED  NET SALES DURING THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003.
A  SUBSIDIARY  OF  FISHER SCIENTIFIC MANUFACTURES PRODUCTS THAT COMPETE WITH THE
COMPANY'S  SHAKER  PRODUCTS.  A  SIGNIFICANT  CHANGE  OR  TERMINATION  IN  THE
DISTRIBUTION  AGREEMENT  WITH  FISHER SCIENTIFIC COULD HAVE AN ADVERSE AFFECT ON
RESULTS  OF  OPERATIONS.

                                     I-4
Since 1990, Fisher Scientific has been the exclusive distributor of certain
products  manufactured  by  the  Company.  In  2005,  Fisher  Scientific and the
Company  renewed their distributorship agreement.  While Fisher is the exclusive
U.S.  distributor  for certain of the Company's shakers, the Company markets and
sells  its  INNOVA  shakers  and  other products on a direct basis.  Fisher also
distributes  a  few selected INNOVA models and is the exclusive U.S. distributor
of  the  Company's CO2 incubators, although the Company sells its CO2 incubators
directly  as  well.  Fisher Scientific is also the exclusive distributor for the
Company's  C-Line  shakers  in  certain  European  countries  and  has a broader
distribution arrangement with the Company in Canada and France.  A subsidiary of
Fisher  Scientific  also  manufactures  products that compete with the Company's
shaker  products. Fisher Scientific accounted for approximately 13.8%, 16.0% and
15.9%,  respectively,  of consolidated net sales during the years ended December
31,  2005,  2004  and  2003.  Should a significant change or termination of this
agreement  occur this could have an adverse affect on the results of operations.

THE  COMPANY'S  BUSINESS  RELIES HEAVILY ON FOREIGN SALES.  CHANGES IN ECONOMIC,
POLITICAL AND OTHER RISKS ASSOCIATED WITH THESE ACTIVITIES COULD HAVE AN ADVERSE
AFFECT  ON  RESULTS  OF  OPERATIONS.

     The  Company also sells its equipment, both directly and through scientific
equipment dealers to foreign companies, institutions and governments.  The major
portion  of  its  foreign sales are made in Canada, Europe, China, Japan, India,
Taiwan  and  Brazil.  The  Company  also  sells its products in Africa and other
Asian  and  Latin American countries.  These sales may be substantially affected
by  changes  in the capital investment policies of foreign governments or by the
availability  of hard currency.  These sales may also be affected by U.S. export
control  regulations  applicable  to  scientific  equipment.  Should  any of the
aforementioned  events occur, there could be an adverse affect on the results of
operations.

THE  COMPANY  RELIES HEAVILY ON FOREIGN OPERATIONS.  CHANGES IN FOREIGN CURRENCY
EXCHANGE  RATES  COULD  HAVE  A  SUBSTANTIAL  IMPACT  ON  RESULTS OF OPERATIONS.

     Substantially  all  of  the  orders  received  by  the  Company's  domestic
operations  are  recorded  in  United States dollars. Outside North America, the
Company books orders for equipment in Euros and British Pounds as well as United
States  dollars.  The  assets  and  liabilities  of  the  Company's  European
subsidiaries  are  valued  in  local  currencies. Fluctuations in exchange rates
between  those  currencies and the United States dollar could have a substantial
impact on the Company's consolidated financial statements, as measured in United
States  dollars.

     Sales  to  the Company's foreign customers are influenced by changes in the
exchange  rate  of  the United States dollar as those changes affect the cost of
the Company's equipment to foreign customers.  Certain countries may not be able
to  make  substantial  capital  purchases  in  dollars for economic or political
reasons.  Should  changes  in  foreign  currency  exchange  rates  make  it more
difficult  for  foreign  customers  to  purchase  the  Company's  products,  the
Company's  results  of  operations  could  be  negatively  affected.

     THE COMPANY DOES NOT HAVE SIGNIFICANT REDUNDANT MANUFACTURING OPERATIONS AT
ITS  FACILITIES.  IF  ANY  OF THE COMPANY'S FACILITIES ARE UNABLE TO PRODUCE AND
SHIP  PRODUCTS,  IT  COULD  HAVE  AN  ADVERSE  AFFECT  ON RESULTS OF OPERATIONS.

     The  Company  does  not  maintain  significant  redundant  manufacturing
operations  at its facilities. Any event impacting the manufacturing facilities,
or  the  equipment,  or suppliers including, without limitation, wars, terrorist
activities  and  natural  disasters  could  delay  or  suspend manufacturing and
shipment of products which could have an adverse affect on the Company's results
of  operations.  Even though the Company carries business interruption insurance
policies,  losses  could  exceed  the  coverage  available under these policies.

     THE  COMPANY'S  NEW  JERSEY  MANUFACTURING  EMPLOYEES  ARE  COVERED UNDER A
COLLECTIVE BARGAINING AGREEMENT.  A STRIKE, WALKOUT OR LOCKOUT FOR A SIGNIFICANT
PERIOD  OF  TIME  COULD  HAVE  AN  ADVERSE  AFFECT  ON  RESULTS  OF  OPERATIONS.

     The  Company's  New  Jersey  manufacturing  employees  are  represented  by
District  15  of  the  International  Association of Machinists, AFL-CIO under a
contract  which  expires  in  December  2007.  The  Company  considers its labor
relations  to  be good.  However, if a strike, walkout or lockout occurred for a
significant  period  of  time,  it  could  have  an adverse affect on results of
operations

                                     I-5
THE  COMPANY  COULD BE EXPOSED TO INCREASED COSTS AND RISKS ASSOCIATED WITH
COMPLYING  WITH  INCREASING  AND  NEW  REGULATIONS  OF  CORPORATE GOVERNANCE AND
DISCLOSURE  STANDARDS.

     In  March  2005,  the  SEC postponed, for one year, the compliance date for
reporting  on  internal  controls  by  non-accelerated  filers.  Despite  this
postponement,  the  Company  expects to continue to spend an increased amount of
management  time  and  internal  and  external resources to comply with changing
laws,  regulations  and  standards  relating  to corporate governance and public
disclosure,  including  the  Sarbanes-Oxley Act of 2002, new SEC regulations and
NASDAQ Stock Market rules.  In particular, Section 404 of the Sarbanes-Oxley Act
of  2002  requires  management's  annual  review and evaluation of the Company's
internal  control  system and attestations of the effectiveness of these systems
by  the  Company's  independent  auditors.  The  Company will be documenting and
testing  internal  control  systems  and procedures and considering improvements
that could be necessary in order for the Company to comply with the requirements
of  Section  404  by  the end of 2007.  This process has required the Company to
hire  outside  advisory  services  and has resulted in additional accounting and
legal  expenses.  While  we  believe  that  we  currently have adequate internal
controls  over  financial  reporting,  in  the  event  that  the Company's chief
executive  officer,  chief  financial  officer or independent auditors determine
that  the  controls  over financial reporting are not effective as defined under
Section  404,  investors  perceptions of the Company could be adversely affected
and  could  cause  a  decline  in  market  price  of  the  Company's  stock.

     A SIGNIFICANT DISRUPTION IN INFORMATION TECHNOLOGY SYSTEMS, SUCH AS FAILURE
TO  PROPERLY  IMPLEMENT  A  NEW  ORACLE  ENTERPRISE  RESOURCE PLANNING SYSTEM AS
PREVIOUSLY  ANNOUNCED  COULD  ADVERSELY  AFFECT  THE  OPERATIONS  AND RESULTS OF
OPERATIONS  OF  THE  COMPANY.

     The  Company  has  begun  the  implementation  of  a  new Oracle Enterprise
Resource  Planning  system.  This  system  will  replace  many  of the Company's
existing  operating  and  financial  systems.  Such an implementation is a major
undertaking  both  financially  and from a management and personnel perspective.
Should the system not be implemented successfully and within budget, it could be
disruptive  and  or adversely affect the operations and results of operations of
the  Company.

                                   THE COMPANY

     We  are  a  leading  provider  of  a wide variety of research equipment and
scientific  instruments  for  the  life  sciences  used  to create, maintain and
control  the  physical  and  biochemical  conditions  required  for  the growth,
detection  and  storage  of  microorganisms.

     Our  products  are used for medical, biological, chemical and environmental
research  and for the commercial development of antibiotics, proteins, hormones,
enzymes, monoclonal antibodies, agricultural products, fuels, vitamins, vaccines
and  other  substances.

     We  sell  our  equipment  to  pharmaceutical  companies,  agricultural  and
chemical  companies, other industrial customers engaged in biotechnology, and to
medical  schools,  universities,  research  institutes,  hospitals,  private
laboratories  and  laboratories  of  federal,  state  and  municipal  government
departments  and agencies in the United States. While only a small percentage of
our  sales  are  made  directly  to  United  States  government  departments and
agencies,  our  domestic  business  is  significantly  affected  by  government
expenditures and grants for research to educational research institutions and to
industry.  We  also  sell  our equipment both directly (primarily in Europe) and
through  scientific  equipment  dealers  to  foreign companies, institutions and
governments.  Foreign  sales  may be affected by U.S. export control regulations
applicable  to  scientific  equipment.

     The Company was incorporated in 1958 as the successor to a business founded
in 1946 by David and Sigmund Freedman.  The Company owns its 243,000 square foot
headquarters  and  primary  production  facility  located on 17 acres of land in
Edison,  New  Jersey.

                              SELLING STOCKHOLDERS

     The  table  below  sets  forth  the names and present positions held by the
Selling  Stockholders  and the number of shares of Common Stock offered pursuant
to  this  prospectus.  Each of the Selling Shareholders is an "affiliate" of the
Company  and whose address is care of the Company at 44 Talmadge Road, P.O.  Box
4005,  Edison, New Jersey 08818-4005.  The shares of Common Stock offered by the
Selling  Stockholders  were  acquired  by  them  from  time  to  time under  the
Company's  Employee  Stock  Purchase  Plan  (the  "Plan")  in a transactions not
registered  under the Securities Act of 1933, as amended (the "Securities Act"),
and  accordingly  constitute  "restricted  securities"  within

                                     I-6
the  meaning  Rule  144  under the Securities Act.  The Selling Stockholders may
from  time  to  time  offer and all or part of the shares in market transactions
directly  to a marketmaker or through a broker at prevailing market prices or in
negotiated  transaction  at  prevailing  market  prices or prices related to the
prevailing  market  price.  The  Company  will pay all expenses of preparing and
reproducing  this  prospectus,  but will not receive any part of the proceeds of
the  sale  of  any  such  shares.  The Selling Stockholders will pay any and all
brokerage  commissions  charged  to  sellers  in  connection  with  such  sales.
Name           Present Position with Company               No. of Shares
----           -----------------------------               -------------
James Orcutt       President and Chief Operating Officer             338
William Dunne      Vice President Sales                               17
Douglas Irwin      Corporate Controller                            3,444
Lee Eppstein       Vice President Technology                       2,324
LEGAL MATTERS

     The  legality  of  the shares of Common Stock being offered has been passed
upon  by  Norris,  McLaughlin  & Marcus, P.A., 721 Route 202-206, P.O. Box 1018,
Somerville,  New  Jersey  08876-1018.

                                     EXPERTS

     The  consolidated  financial  statements  and  schedule  of  New  Brunswick
Scientific  Co., Inc. as of December 31, 2005 and 2004 and for each of the years
in  the  three  year  period  ended  December 31, 2005 have been incorporated by
reference  herein  and in the Registration Statement in reliance upon the report
of  KPMG  LLP,  independent  registered  public accounting firm, incorporated by
reference  herein,  and upon the authority of said firm as experts in accounting
and  auditing.

                                 USE OF PROCEEDS

     The  Company will not receive any proceeds from the resale of securities by
the  Selling  Stockholders  hereunder.

                                 INDEMNIFICATION

     Section  14A:3-5  of the New Jersey Business Corporation Act (the "NJBCA"),
the Company's Certificate of Incorporation and By-Laws give the Registrant power
to indemnify each of its directors and officers against expenses and liabilities
in connection with any proceeding involving him by reason of his being or having
been  a  director  or  officer  if (a) he acted in good faith and in a manner he
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Registrant and (b) with respect to any criminal proceeding, he had no reasonable
cause  to  believe  his conduct was unlawful.  However, in a proceeding by or in
the right of the Registrant, there shall be no indemnification in respect of any
liabilities  or  expenses  if  the  officer or director shall have been adjudged
liable  to  the Registrant, unless and only to the extent that the court in such
proceeding  determines  upon  application  that  despite  the  adjudication  of
liability,  but  in  view  of  all  circumstances  of  the case, such officer or
director is fairly and reasonably entitled to indemnity for such expenses as the
court  deems  proper.  Furthermore,  no  indemnification  shall be made to or on
behalf  of  a  director  or  officer  if  a judgment or other final adjudication
adverse  to  such director or officer establishes that his acts or omissions (a)
were  in  breach of his duty of loyalty to the Company and its stockholders, (b)
were not in good faith or involved a knowing violation of law or (c) resulted in
receipt  by  the director or officer of an improper personal benefit.  The NJBCA
defines  an act or omission in breach of a person's duty of loyalty as an act or
omission  which  that  person  knows  or  believes  to  be  contrary to the best
interests  of  the  Company  or  its stockholders in connection with a matter in
which  he  has  a  material  conflict  of interest.  If a director or officer is
successful  in a proceeding, the statute mandates that the Company indemnify him
against  expenses.

     The  By-Laws  provide  that  the  Company  shall indemnify each officer and
director of the Company (and each officer and director of another entity who was
serving  at  the request of the Company) who is a party to, or is threatened  to
be  made  a  party  to,  any  threatened,  pending or completed action, suit, or
proceeding,  whether  civil, criminal, administrative, or investigative, against
expenses  (including  attorneys'  fees),  judgments,  fines, and amounts paid in
settlement,  actually  and  reasonably  incurred in connection with such action,
suit  or  proceeding,  to the fullest extend permitted by law.  The By-Laws also
provide that costs in defending any action, suit or proceeding referred to above
may  be  paid  by  the Company in advance of the final disposition thereof under
certain  circumstances.

                                     I-7
All  expenses  and  liabilities  incurred  by the Board of Directors in the
administration  of  the  Plan  shall  be  borne  by  the  Company.  The Board of
Directors  may  employ  attorneys,  consultants, accountants or other persons in
connection  with  the administration of the Plan.  The Company, and its officers
and directors, shall be entitled to rely upon the advice, opinions or valuations
of  any  such  persons.  No member of the Board of Directors shall be liable for
any  action,  determination  or  interpretation taken or made in good faith with
respect  to  the  Plan  or  any  option  granted  hereunder.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may  be  permitted  to  directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed 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.

                                     I-8
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The following documents filed by New Brunswick Scientific Co., Inc (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:

          (a)  The Registrant's Current Reports on Form 8-K, filed January 11,
               2006, March 23, 2006, May 4, 2006, May 9, 2006 and June 8, 2006.

          (b)  The Registrant's Annual Report on Form 10-K for the year ended
               December 31, 2005, filed on March 22, 2006.

          (c)  The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended April 1, 2006, filed on May 10, 2006.

          (d)  The material under the caption "Capital Stock to be Registered"
               in the Company's Registration Statement on Form 8-A under Section
               12(g) of the Securities Exchange Act of 1934 filed with the
               Commission on April 13, 1973, which incorporates by reference the
               information under "Common Stock" in the prospectus constituting a
               part of the Company's Registration Statement on Form S-1, as
               amended and effective on March 14, 1972 (File No. 2-42505).

          All  documents  filed  by  the  Registrant  after  the  date  of  this
          Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
          of  the  Securities  Exchange  Act  of 1934, as amended (the "Exchange
          Act"),  prior  to  the  filing  of  a  post-effective  amendment which
          indicates  that  all  securities  offered  have  been  sold  or  which
          deregisters  all  securities  then  remaining  unsold, shall be deemed
          incorporated  herein  by  reference in this registration statement and
          shall  be  deemed  a  part  hereof  from  the  date  of filing of such
          documents.  Any  statement  contained  in  a  document incorporated or
          deemed  to  be  incorporated by reference herein shall be deemed to be
          modified  or superseded for purposes of this Registration Statement to
          the  extent  that  a  statement  contained  herein  or  in  any  other
          subsequently  filed  document  which  also  is  or  is  deemed  to  be
          incorporated  by  reference  herein  modifies  or  supersedes  such
          statement.  Any  such statement so modified or superseded shall not be
          deemed,  except  as so modified or superseded, to constitute a part of
          this  Registration  Statement.

ITEM 4. DESCRIPTION  OF  SECURITIES

          Not applicable.

ITEM 5. INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

          Not applicable.

ITEM 6. INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     Section  14A:3-5  of the New Jersey Business Corporation Act (the "NJBCA"),
the Company's Certificate of Incorporation and By-Laws give the Registrant power
to indemnify each of its directors and officers against expenses and liabilities
in connection with any proceeding involving him by reason of his being or having
been  a  director  or  officer  if (a) he acted in good faith and in a manner he
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Registrant and (b) with respect to any criminal proceeding, he had no reasonable
cause  to  believe  his conduct was unlawful.  However, in a proceeding by or in
the right of the Registrant, there shall be no indemnification in respect of any
liabilities  or  expenses  if  the  officer or director shall have been adjudged
liable  to  the Registrant, unless and only to the extent that the court in such
proceeding  determines  upon  application  that  despite  the  adjudication  of
liability,  but  in  view  of  all  circumstances  of  the case, such officer or
director is fairly and reasonably entitled to indemnity for such expenses as the
court  deems  proper.  Furthermore,  no  indemnification  shall

                                      II-1
be  made  to  or on behalf of a director or officer if a judgment or other final
adjudication  adverse  to  such director or officer establishes that his acts or
omissions  (a)  were  in  breach  of  his duty of loyalty to the Company and its
stockholders,  (b) were not in good faith or involved a knowing violation of law
or  (c)  resulted  in receipt by the director or officer of an improper personal
benefit.  The  NJBCA  defines an act or omission in breach of a person's duty of
loyalty as an act or omission which that person knows or believes to be contrary
to  the  best  interests of the Company or its stockholders in connection with a
matter  in  which  he  has  a  material  conflict of interest.  If a director or
officer  is  successful  in  a proceeding, the statute mandates that the Company
indemnify  him  against  expenses.

     The  By-Laws  provide  that  the  Company  shall indemnify each officer and
director of the Company (and each officer and director of another entity who was
serving  at  the request of the Company) who is a party to, or is threatened  to
be  made  a  party  to,  any  threatened,  pending or completed action, suit, or
proceeding,  whether  civil, criminal, administrative, or investigative, against
expenses  (including  attorneys'  fees),  judgments,  fines, and amounts paid in
settlement,  actually  and  reasonably  incurred in connection with such action,
suit  or  proceeding,  to the fullest extend permitted by law.  The By-Laws also
provide that costs in defending any action, suit or proceeding referred to above
may  be  paid  by  the Company in advance of the final disposition thereof under
certain  circumstances.

     All  expenses  and  liabilities  incurred  by the Board of Directors in the
administration  of  the  Plan  shall  be  borne  by  the  Company.  The Board of
Directors  may  employ  attorneys,  consultants, accountants or other persons in
connection  with  the administration of the Plan.  The Company, and its officers
and directors, shall be entitled to rely upon the advice, opinions or valuations
of  any  such  persons.  No member of the Board of Directors shall be liable for
any  action,  determination  or  interpretation taken or made in good faith with
respect  to  the  Plan  or  any  option  granted  hereunder.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may  be  permitted  to  directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed 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.

ITEM 7. EXEMPTION  FROM  REGISTRATION  CLAIMED

The  offer and sale by the registrant of the restricted securities being offered
for  sale pursuant to the Reoffer Prospectus were exempt from registration under
the  Securities  Act  of  1933,  as  amended,  in  accordance  with Section 4(2)
thereunder  based  on  the  knowledge  and  the  financial sophistication of the
Selling  Shareholders.

ITEM 8. EXHIBITS

         *5         Opinion of Norris, McLaughlin & Marcus, P.A.
         *23(a)     Consent of KPMG LLP
          23(b)     Consent of Norris, McLaughlin & Marcus, P.A. (included in
                    Exhibit  5)
          24        Power of Attorney (included on signature page)

       --------------------------------------------------------------------
          *Filed herewith

ITEM 9. UNDERTAKINGS

     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
                         thereof)

                                      II-2
which,  individually  or  in  the  aggregate, represent
                         a  fundamental  change  in the information set forth in
                         the  registration  statement.

                   (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)  of  this  section  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 section 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.

          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.

          4.   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
               (and, where applicable, each filing of an employee benefit plan's
               annual  report  pursuant  to  Section  15(d)  of  the  Securities
               Exchange  Act  of  1934) that is incorporated by reference in the
               Registration  Statement  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.

          5.   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.

                                      II-3
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that  it  has  reasonable  grounds  to  believe that it meets all 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 Township of Edison, State of New Jersey, on this 9th day of
August, 2006.

                                      NEW BRUNSWICK SCIENTIFIC CO., INC.
                                      (Registrant)

                                      By:   /s/ James T. Orcutt
                                          --------------------------------------
                                      Name:  James T. Orcutt
                                      Title: President & Chief Operating Officer

     KNOW  ALL  MEN  BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and appoints James T. Orcutt (with full power in each to act
alone),  his true and lawful attorneys-in-fact, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and  all  amendments  (including post-effective amendments) to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in  connection  therewith, with the Securities and Exchange Commission, granting
unto  each  said  attorney-in-fact  and agent 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 that all said attorneys-in-fact, or
their  substitute  or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the  requirements  of  the  Securities Act, this Registration
Statement  has been signed by the following persons in the capacities and on the
dates  indicated  below.
SIGNATURE                             TITLE                               DATE
       ---------                             -----                               ----
/s/ David Freedman       Chairman of the Board, Chief Executive
                         Officer (Principal Executive Officer) and
                         Director                                           August 9, 2006
-----------------------
David Freedman

/s/ Adele Lavender       Corporate Secretary                                August 9, 2006
-----------------------
Adele Lavender

/s/ Thomas Bocchino      Vice President, Finance, Treasurer and Chief
                         Financial Officer (Principal Financial Officer /
                         Principal Accounting Officer)                      August 9, 2006
-----------------------
Thomas Bocchino

/s/ James T. Orcutt      President, Chief Operating Officer and
                         Director                                           August 9, 2006
-----------------------
James T. Orcutt

/s/ Jerome Birnbaum      Director                                           August 9, 2006
-----------------------
Dr. Jerome Birnbaum

                                      II-4
/s/ Kenneth Freedman     Director                                           August 9, 2006
-----------------------
Kenneth Freedman

/s/ Ernest Gross         Director                                           August 9, 2006
-----------------------
Ernest Gross

/s/ Joel Jaffe           Director                                           August 9, 2006
-----------------------
Joel Jaffe

/s/ David Pramer         Director                                           August 9, 2006
-----------------------
Dr. David Pramer

/s/ Peter Schkeeper      Director                                           August 9, 2006
-----------------------
Peter Schkeeper

/s/ Daniel S. Van Riper  Director                                           August 9, 2006
-----------------------
Daniel S. Van Riper
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