<PAGE>

    As filed with the Securities and Exchange Commission on September 4, 1997
                                                     Registration No. 333-06029
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 1 TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              --------------------
                       NEW BRUNSWICK SCIENTIFIC CO., INC.
             (Exact name of registrant as specified in its charter)
                                 ---------------



         New Jersey
(State or other Jurisdiction of                          22-1630072
incorporation or organization)             (I.R.S. Employer Identification No.)


                         44 Talmadge Road, P.O. Box 4005
                          Edison, New Jersey 08818-4005
                                 (732) 287-1200
               (Address, including zip code, including area code,
                  of registrant's principal executive offices)

                       New Brunswick Scientific Co., Inc.
                1989 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
                            (Full title of the plan)

                             Ezra Weisman, President
                         44 Talmadge Road, P.O. Box 4005
                          Edison, New Jersey 08818-4005
                                 (732) 287-1200
             (Name, Address, including zip code and telephone number
                   including area code, of agent for service)

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

                                   Copies to:
                             Peter D. Hutcheon, Esq.
                           Norris, McLaughlin & Marcus
                           A Professional Corporation
                                721 Route 202-206
                                  P.O. Box 1018
                            Somerville, NJ 08876-1018
                                 (908) 722-0700
<TABLE>
<CAPTION>

                                               CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
                                                                     Proposed              Proposed
                                                  Amount             Maximum               Maximum              Amount of
            Title of Securities                    to be          Offering Price      Aggregate Offering       Registration
             to be Registered                  Registered(1)      Per Share (2)           Price (3)                Fees
-----------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                 <C>                  <C>                   <C>    
  Common Stock,$.0625 par value per Share         100,000             $7.00                $700,000              $212.12
                                                  shares
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit
         plan(s) described herein. This amendment solely increases the amount of
         registered shares from 114,980 to 214,980 shares.

(2)      Based upon last reported sale price on the over-the-counter-market, as
         quoted on NASDAQ on August 29, 1997.

(3)      The price is estimated in accordance with Rule 457(h)(1) under the
         Securities Act of 1933, as amended, solely for the purpose of
         calculating the registration fee and is the product resulting from
         multiplying 100,000, the number of additional shares registered by this
         Amendment No. 1 to the Registration Statement by $7.00 per share, the
         average exercise price of such options.



<PAGE>



                                          TABLE OF CONTENTS


<TABLE>
<CAPTION>

<S>      <C>                                                                                                     <C> 
Item 1.  Plan Information.......................................................................................  *

Item 2.  Registrant Information and Plan Annual Information.....................................................  *

Item 3.  Incorporation of Documents by Reference................................................................  3

Item 4.  Description of Securities.............................................................................  **

Item 5.  Interests of Named Experts and Counsel................................................................  **

Item 6.  Indemnification of Directors and Officers.............................................................  **

Item 7.  Exemption from Registration Claimed...................................................................  **

Item 8.  Exhibits...............................................................................................  3

Item 9.  Undertakings..........................................................................................  **

</TABLE>



*        Separately given to participants. 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.

**       The contents of New Brunswick Scientific Co., Inc,'s Registration
         Statement on Form S-8, Registration #333-06029, are incorporated herein
         by reference.



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information

         Omitted.

Item 2.  Registrant Information and Plan Annual Information

         Omitted.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference


         THE CONTENTS OF NEW BRUNSWICK SCIENTIFIC CO., INC.'s REGISTRATION
STATEMENT ON FORM S-8, REGISTRATION #333-06029 ARE INCORPORATED HEREIN BY
REFERENCE.

                  The following documents filed by New Brunswick Scientific Co.,
Inc. (the "Company") with the Commission are also incorporated herein by
reference:

                  (a)      The Company's Quarterly Reports on Form 10-Q for the
                           quarters ended March 31, and June 30, 1997;

                  (b)      The Company's Annual Report on Form 10-K for the year
                           ended December 31, 1996; and

                  (c)      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).

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

Item 8.  Exhibits

                  4(a)     New Brunswick Scientific Co., Inc. 1989 Stock Option
                           Plan for Nonemployee Directors

                  4(b)     Form of Stock Option Agreement under Stock Option
                           Plan

                  *4(c)    1997 Amendment to New Brunswick Scientific Co., Inc.
                           1989 Stock Option Plan for Nonemployee Directors

                  *5       Opinion of Norris, McLaughlin & Marcus, P.A.

                  *23(a)   Consent of KPMG Peat Marwick, LLP

                  23(b)    Consent of Norris, McLaughlin & Marcus, P.A. 
                           (included in Exhibit 5)

                  24       Power of Attorney (included on signature page)

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


<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Edison, State of New Jersey on the 3rd day
of September, 1997.

                                         NEW BRUNSWICK SCIENTIFIC CO., INC.



                                         By:   /s/ Ezra Weisman
                                             ------------------------------
                                               Ezra Weisman, President



         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David Freedman and Ezra Weisman, and
either of them (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 Registrant 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.

<TABLE>
<CAPTION>

<S>                                       <C>                                <C> 
/s/ David Freedman                         Chairman of the Board              August 26, 1997
------------------------------             and Director
David Freedman  

/s/ Ezra Weisman                           President, Chief                   August 26, 1997
------------------------------             Executive Officer,
Ezra Weisman                               and Director

/s/ Sigmund Freedman                       Treasurer and                      August 26, 1997
------------------------------             Director
Sigmund Freedman 


/s/ Samuel Eichenbaum                      Chief Financial                    August 26, 1997
------------------------------             Officer
Samuel Eichenbaum                          and Vice President,
                                           Finance


------------------------------             Director                           ______ __, 1997
Bernard Leon




/s/ Kiyoshi Masuda                         Director                           August 26, 1997
------------------------------
Kiyoshi Masuda

</TABLE>

<PAGE>

<TABLE>
<CAPTION>



<S>                                       <C>                                 <C> 
/s/ Ernest Gross                           Director                           August 26, 1997
-------------------------------
Ernest Gross


/s/ Martin Siegel                          Director                           August 26, 1997
-------------------------------
Martin Siegel


/s/ David Pramer                           Director                           August 26, 1997
-------------------------------
Dr. David Pramer


/s/ Marvin Weinstein                       Director                           August 26, 1997
-------------------------------
Dr. Marvin Weinstein

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13828}]
{"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": "333-34943", "film-number": "97675347"}, "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 September 4, 1997
                                                     Registration No. 333-06029
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 1 TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              --------------------
                       NEW BRUNSWICK SCIENTIFIC CO., INC.
             (Exact name of registrant as specified in its charter)
                                 ---------------

         New Jersey
(State or other Jurisdiction of                          22-1630072
incorporation or organization)             (I.R.S. Employer Identification No.)

                         44 Talmadge Road, P.O. Box 4005
                          Edison, New Jersey 08818-4005
                                 (732) 287-1200
               (Address, including zip code, including area code,
                  of registrant's principal executive offices)

                       New Brunswick Scientific Co., Inc.
                1989 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
                            (Full title of the plan)

                             Ezra Weisman, President
                         44 Talmadge Road, P.O. Box 4005
                          Edison, New Jersey 08818-4005
                                 (732) 287-1200
             (Name, Address, including zip code and telephone number
                   including area code, of agent for service)

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

                                   Copies to:
                             Peter D. Hutcheon, Esq.
                           Norris, McLaughlin & Marcus
                           A Professional Corporation
                                721 Route 202-206
                                  P.O. Box 1018
                            Somerville, NJ 08876-1018
                                 (908) 722-0700
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
                                                                     Proposed              Proposed
                                                  Amount             Maximum               Maximum              Amount of
            Title of Securities                    to be          Offering Price      Aggregate Offering       Registration
             to be Registered                  Registered(1)      Per Share (2)           Price (3)                Fees
-----------------------------------------------------------------------------------------------------------------------------
Common Stock,$.0625 par value per Share         100,000             $7.00                $700,000              $212.12
                                                  shares
-----------------------------------------------------------------------------------------------------------------------------
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this registration statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit
         plan(s) described herein. This amendment solely increases the amount of
         registered shares from 114,980 to 214,980 shares.

(2)      Based upon last reported sale price on the over-the-counter-market, as
         quoted on NASDAQ on August 29, 1997.

(3)      The price is estimated in accordance with Rule 457(h)(1) under the
         Securities Act of 1933, as amended, solely for the purpose of
         calculating the registration fee and is the product resulting from
         multiplying 100,000, the number of additional shares registered by this
         Amendment No. 1 to the Registration Statement by $7.00 per share, the
         average exercise price of such options.
TABLE OF CONTENTS
Item 1.  Plan Information.......................................................................................  *

Item 2.  Registrant Information and Plan Annual Information.....................................................  *

Item 3.  Incorporation of Documents by Reference................................................................  3

Item 4.  Description of Securities.............................................................................  **

Item 5.  Interests of Named Experts and Counsel................................................................  **

Item 6.  Indemnification of Directors and Officers.............................................................  **

Item 7.  Exemption from Registration Claimed...................................................................  **

Item 8.  Exhibits...............................................................................................  3

Item 9.  Undertakings..........................................................................................  **
*        Separately given to participants. 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.

**       The contents of New Brunswick Scientific Co., Inc,'s Registration
         Statement on Form S-8, Registration #333-06029, are incorporated herein
         by reference.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         Omitted.

Item 2.  Registrant Information and Plan Annual Information

         Omitted.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         THE CONTENTS OF NEW BRUNSWICK SCIENTIFIC CO., INC.'s REGISTRATION
STATEMENT ON FORM S-8, REGISTRATION #333-06029 ARE INCORPORATED HEREIN BY
REFERENCE.

                  The following documents filed by New Brunswick Scientific Co.,
Inc. (the "Company") with the Commission are also incorporated herein by
reference:

                  (a)      The Company's Quarterly Reports on Form 10-Q for the
                           quarters ended March 31, and June 30, 1997;

                  (b)      The Company's Annual Report on Form 10-K for the year
                           ended December 31, 1996; and

                  (c)      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).

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

Item 8.  Exhibits

                  4(a)     New Brunswick Scientific Co., Inc. 1989 Stock Option
                           Plan for Nonemployee Directors

                  4(b)     Form of Stock Option Agreement under Stock Option
                           Plan

                  *4(c)    1997 Amendment to New Brunswick Scientific Co., Inc.
                           1989 Stock Option Plan for Nonemployee Directors

                  *5       Opinion of Norris, McLaughlin & Marcus, P.A.

                  *23(a)   Consent of KPMG Peat Marwick, LLP

                  23(b)    Consent of Norris, McLaughlin & Marcus, P.A. 
                           (included in Exhibit 5)

                  24       Power of Attorney (included on signature page)

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

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Township of Edison, State of New Jersey on the 3rd day
of September, 1997.

                                         NEW BRUNSWICK SCIENTIFIC CO., INC.

                                         By:   /s/ Ezra Weisman
                                             ------------------------------
                                               Ezra Weisman, President

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David Freedman and Ezra Weisman, and
either of them (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 Registrant 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
/s/ David Freedman                         Chairman of the Board              August 26, 1997
------------------------------             and Director
David Freedman  

/s/ Ezra Weisman                           President, Chief                   August 26, 1997
------------------------------             Executive Officer,
Ezra Weisman                               and Director

/s/ Sigmund Freedman                       Treasurer and                      August 26, 1997
------------------------------             Director
Sigmund Freedman 

/s/ Samuel Eichenbaum                      Chief Financial                    August 26, 1997
------------------------------             Officer
Samuel Eichenbaum                          and Vice President,
                                           Finance

------------------------------             Director                           ______ __, 1997
Bernard Leon

/s/ Kiyoshi Masuda                         Director                           August 26, 1997
------------------------------
Kiyoshi Masuda
/s/ Ernest Gross                           Director                           August 26, 1997
-------------------------------
Ernest Gross

/s/ Martin Siegel                          Director                           August 26, 1997
-------------------------------
Martin Siegel

/s/ David Pramer                           Director                           August 26, 1997
-------------------------------
Dr. David Pramer

/s/ Marvin Weinstein                       Director                           August 26, 1997
-------------------------------
Dr. Marvin Weinstein