As filed with the Securities and Exchange Commission on August 19, 1997
                                
                                  Registration No. 333-__________


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                    ________________________
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                    ________________________

                   RHEOMETRIC SCIENTIFIC, INC.
     (Exact name of registrant as specified in its charter)
                                
                           New Jersey
                 (State or other jurisdiction of
                 incorporation or organization)
                                
                           61-0708419
              (I.R.S. Employer Identification No.)
                                
                       One Possumtown Road
                  Piscataway, N.J.  08854-2103
                         (732) 560-8550
       (Address, including zip code, and telephone number,
         including area code, of registrant's principal
                       executive offices)
                    ________________________
       Rheometric Scientific, Inc. 1996 Stock Option Plan
                    (Full title of the Plan)
                    ________________________
                         Joseph Musanti
              Vice President, Finance and Materials
                   Rheometric Scientific, Inc.
                       One Possumtown Road
                  Piscataway, N.J.  08854-2103
                         (732) 560-8550
                                
  (Name, address and telephone number, including area code, of
                       agent for service)
                                
                            Copy to:
                  David B.H. Martin, Jr., Esq.
                     Hogan & Hartson L.L.P.
                  555 Thirteenth  Street, N.W.
                  Washington, D.C.  20004-1109
                         (202) 637-5600
                    ________________________
                                
                 CALCULATION OF REGISTRATION FEE
                                
<TABLE>
<CAPTION>
                     Amount    Proposed maximum   Proposed maxim      Amount of
Title of securities   to be     offering price   aggregate offering  registration
to be registered    Registered   per share (1)      price (1)          fee (1)
____________        __________  _____________      ___________       __________
<S>                <C>           <C>              <C>              <C>
 Common Stock       250,000       $1.59            $397,500         $121

</TABLE>

(1)  Estimated pursuant to Rule 457(c) and (h) solely for
purposes of calculating the amount of the registration fee.  The
proposed maximum offering price per share was determined by
calculating  the weighted average exercise price of (i) 142,400
shares of Common Stock being offered under outstanding options at
an exercise price of $1.75 and (ii) 107,600 shares of Common
Stock being offered at an exercise price of $1.375 based on the
average of the high and low prices per share of the Common Stock,
on August 12, 1997, as reported on The Nasdaq National Market.


<PAGE>

                             PART I
                                
      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                
           The documents containing the information specified  in
Part  I  will be sent or given to employees as specified by  Rule
428(b)(1)  of  the  Securities  Act  of  1933,  as  amended  (the
"Securities Act").  In accordance with the instructions to Part I
of Form S-8, such documents will not be filed with the Securities
and Exchange Commission (the "Commission") either as part of this
Registration   Statement   or  as  prospectuses   or   prospectus
supplements  pursuant to Rule 424 of the Securities  Act.   These
documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together,
constitute  the prospectus as required by Section  10(a)  of  the
Securities Act.


                             PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
Item 3.   Incorporation of Documents by Reference.

           Rheometric Scientific, Inc. (the "Registrant")  hereby
incorporates  by reference into this Registration  Statement  the
following documents filed by it with the Commission:

                     (a)   The Registrant's annual report on Form
               10-K for the year ended December 31, 1996;
               
                     (b)   All  reports filed with the Commission
               pursuant  to  Section  13(a)  or  15(d)   of   the
               Securities  Exchange Act of 1934, as amended  (the
               "Exchange Act"), since December 31, 1996; and
               
                     (c)   The  description of  the  Registrant's
               Common  Stock ("Common Stock"), contained  in  the
               Registrant's Registration Statement on Form 8-A.
               
           In  addition, all documents and reports filed  by  the
Registrant  subsequent to the date hereof  pursuant  to  Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, and prior to the
filing  of  a post-effective amendment which indicates  that  all
securities  offered  have  been sold  or  which  deregisters  all
securities  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  or  reports.   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
subsequent  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 (the Common Stock is registered  under
Section 12 of the Exchange Act).

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.


<PAGE>



Item 6.   Indemnification of Directors and Officers.

          Section  14A:3-5  of  the New Jersey  Revised  Statutes
provides  that  a  corporation may indemnify  its  directors  and
officers  against expenses and liabilities incurred in connection
with  any  proceeding involving any such director or  officer  by
reason of he or she being or having been a corporate agent, other
than  a proceeding by or in the right of the corporation as  long
as the director or officer acted in good faith.  In cases brought
by  or  on  behalf of the corporation, the corporation  can  only
indemnify  the corporate agent if the agent acted reasonably  and
was  found not to have breached a duty to the corporation or  its
shareholders.  A corporation is required to indemnify a corporate
agent who is successful on the merits of any challenge.

          The  Registrant's  Certificate  of  Incorporation,   as
amended,  and  Bylaws  provide for mandatory  indemnification  of
directors  and  officers to the full extent as permitted  by  New
Jersey  law.  The Registrant has obtained directors and  officers
liability insurance.

                      *         *         *
                                
           Insofar  as  indemnification for  liabilities  arising
under the Securities Act 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   Commission   such
indemnification  is  against public policy as  expressed  in  the
Securities  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 Securities Act and will be governed by the final adjudication
of such issue.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.        Exhibits.
          
       Exhibit
       Number                       Description
       ________     ____________________________________________

                    4.1    Certificate   of   Incorporation    of
                    Registrant,   as  amended  (incorporated   by
                    reference  to Exhibit 3.1 to the Registrant's
                    Quarterly Report on Form 10-Q for the  period
                    ended March 31, 1995 (File No. 0-14617)).
                    
                    4.2   By-Laws of the Registrant,  as  amended
                    (incorporated by reference to Exhibit 3.2  to
                    the  Registrant's Annual Report on Form  10-K
                    for  the period ended December 31, 1993 (File
                    No. 0-14617)).
                    
          4.3       Specimen Certificate representing Common Stock of the
                    Registrant (incorporated by reference to the exhibits to 
                    the Registrant's Registration Statement on Form S-1, 
                    File No. 33-807 filed on October 10, 1985).
                    
                                         - 2 -
                                
<PAGE>

                    5.1    Opinion  of  Hogan  &  Hartson  L.L.P.
                    regarding  the legality of the  shares  being
                    registered.
                    
                    23.1   Consent  of  Hogan  &  Hartson  L.L.P.
                    (included  in their opinion filed as  Exhibit
                    5.1 hereto).
                    
                    23.2 Consent of Coopers & Lybrand L.L.P.
                    
                    24.1 Power of Attorney (included on signature
                    page).
                    
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;
          
                     (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) 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)(i) and
          (a)(ii)  do not apply if the Registration Statement  is
          on  Form S-3, or Form S-8, and 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 Exchange
          Act   that  are  incorporated  by  reference   in   the
          Registration Statement.
          
                (2)   That,  for  the purpose of determining  any
          liability  under  the Securities Act, 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.
          
      The  undersigned  Registrant hereby  undertakes  that,  for
purposes  of determining any liability under the Securities  Act,
each filing of the Registrant's annual report pursuant to Section
13(a)   or  Section  15(d)  of  the  Exchange  Act  (and,   where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to Section 15(d) of the Exchange  Act)  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.

      The  undertaking concerning indemnification  is  set  forth
under the response to Item 6.

                            -    3 -

<PAGE>
                           SIGNATURES


     Pursuant  to  the  requirements of the Securities  Act,  the
undersigned  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 City of Piscataway, State of New  Jersey,  on
the 19 day of August, 1997.

                         
                         RHEOMETRIC SCIENTIFIC, INC.

                         
                         By:  /s/ Robert E. Davis
                            ____________________________
                           Robert E. Davis
                           Chairman, President and Chief Executive
                           Officer
 
                                
                        POWER OF ATTORNEY
                                
           KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert E.  Davis
and  Joseph Musanti, and each of them, his or her true and lawful
attorney-in-fact  and  agent,  with  power  of  substitution  and
resubstitution, for him or her and in his or her name, place  and
stead, in any and all capacities, to sign any amendments to  this
Registration  Statement, and to file the same, with all  exhibits
and  other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and
agents,  and  each of them, full power and authority  to  do  and
perform  each and every act and thing requisite and necessary  to
be  done  in and about the premises, as fully to all intents  and
purposes  as  he  or  she might or could  do  in  person,  hereby
ratifying  and  confirming  all that said  attorneys-in-fact  and
agents,  or  any  of  them, or their, his or her  substitutes  or
substitute, 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:

     
     
Signature                       Title                     Date
_________________         _________________________      _______

/s/ Robert E. Davis      Chairman, President and Chief
___________________      Executive Officer (Principal   August 19, 1997
Robert E. Davis          Executive Officer)


/s/ Joseph Musanti       Vice   President, Finance and
___________________      Materials and Chief Financial  August 19, 1997
Joseph Musanti           Officer (Principal Financial
                         Officer and Principal
                         Accounting Officer)


/s/ Richard J. Giacco    Secretary and Director         August 19, 1997
____________________
Richard J. Giacco


<PAGE>


/s/ Leonard Bogner       Director                        August 19, 1997
____________________
Leonard Bogner


/s/ Alexander F. Giacco  Director                        August 19, 1997
____________________
Alexander F. Giacco


/s/ R. Michael Hendricks Director                       August 19, 1997
____________________
R. Michael Hendricks


                         Director                       August __, 1997
____________________
Robert K. Prud'homme


<PAGE>

                          EXHIBIT INDEX

Exhibit
Number                 Description                       Page

______                  ___________                       ____

4.1     Certificate of Incorporation of Registrant,         *
        as amended (incorporated by reference to
        Exhibit 3.1 to the Registrant's Quarterly Report
        on Form 10-Q for the period ended March 31, 1995
        (File No. 0-14617)).

4.2     By-Laws of the Registrant, as amended (incor-       *
        porated by reference to Exhibit 3.2 to the
        Registrant's Annual Report on Form 10-K for the
        period ended December 31, 1993 (File No. 0-14617)).

4.3     Specimen Certificate representing Common Stock      *
        of the Registrant (incorporated by reference to the
        exhibits to the Registrant's Registration Statement
        on Form S-1, File No. 33-807 filed on October 10,
        1985).

5.1     Opinion of Hogan & Hartson L.L.P.

23.1    Consent of Hogan & Hartson L.L.P. (See Exhibit 5.1).

23.2    Consent of Coopers & Lybrand L.L.P.

24.1    Power of Attorney (included on signature page).
_______________
*Incorporated by reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18694}]
{"company-data": {"conformed-name": "RHEOMETRIC SCIENTIFIC INC", "cik": "0000779164", "assigned-sic": "3829", "irs-number": "610708419", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33941", "film-number": "97666528"}, "business-address": {"street1": "ONE POSSUMTOWN RD", "city": "PISCATAWAY", "state": "NJ", "zip": "08854", "phone": "9085608550"}, "mail-address": {"street1": "ONE POSSUMTOWN ROAD", "city": "PISCATAWAY", "state": "NJ", "zip": "08854"}, "former-company": {"former-conformed-name": "RHEOMETRICS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on August 19, 1997
                                
                                  Registration No. 333-__________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                    ________________________
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                    ________________________

                   RHEOMETRIC SCIENTIFIC, INC.
     (Exact name of registrant as specified in its charter)
                                
                           New Jersey
                 (State or other jurisdiction of
                 incorporation or organization)
                                
                           61-0708419
              (I.R.S. Employer Identification No.)
                                
                       One Possumtown Road
                  Piscataway, N.J.  08854-2103
                         (732) 560-8550
       (Address, including zip code, and telephone number,
         including area code, of registrant's principal
                       executive offices)
                    ________________________
       Rheometric Scientific, Inc. 1996 Stock Option Plan
                    (Full title of the Plan)
                    ________________________
                         Joseph Musanti
              Vice President, Finance and Materials
                   Rheometric Scientific, Inc.
                       One Possumtown Road
                  Piscataway, N.J.  08854-2103
                         (732) 560-8550
                                
  (Name, address and telephone number, including area code, of
                       agent for service)
                                
                            Copy to:
                  David B.H. Martin, Jr., Esq.
                     Hogan & Hartson L.L.P.
                  555 Thirteenth  Street, N.W.
                  Washington, D.C.  20004-1109
                         (202) 637-5600
                    ________________________
                                
                 CALCULATION OF REGISTRATION FEE
Amount    Proposed maximum   Proposed maxim      Amount of
Title of securities   to be     offering price   aggregate offering  registration
to be registered    Registered   per share (1)      price (1)          fee (1)
____________        __________  _____________      ___________       __________
Common Stock       250,000       $1.59            $397,500         $121
(1)  Estimated pursuant to Rule 457(c) and (h) solely for
purposes of calculating the amount of the registration fee.  The
proposed maximum offering price per share was determined by
calculating  the weighted average exercise price of (i) 142,400
shares of Common Stock being offered under outstanding options at
an exercise price of $1.75 and (ii) 107,600 shares of Common
Stock being offered at an exercise price of $1.375 based on the
average of the high and low prices per share of the Common Stock,
on August 12, 1997, as reported on The Nasdaq National Market.
PART I
                                
      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                
           The documents containing the information specified  in
Part  I  will be sent or given to employees as specified by  Rule
428(b)(1)  of  the  Securities  Act  of  1933,  as  amended  (the
"Securities Act").  In accordance with the instructions to Part I
of Form S-8, such documents will not be filed with the Securities
and Exchange Commission (the "Commission") either as part of this
Registration   Statement   or  as  prospectuses   or   prospectus
supplements  pursuant to Rule 424 of the Securities  Act.   These
documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together,
constitute  the prospectus as required by Section  10(a)  of  the
Securities Act.

                             PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
Item 3.   Incorporation of Documents by Reference.

           Rheometric Scientific, Inc. (the "Registrant")  hereby
incorporates  by reference into this Registration  Statement  the
following documents filed by it with the Commission:

                     (a)   The Registrant's annual report on Form
               10-K for the year ended December 31, 1996;
               
                     (b)   All  reports filed with the Commission
               pursuant  to  Section  13(a)  or  15(d)   of   the
               Securities  Exchange Act of 1934, as amended  (the
               "Exchange Act"), since December 31, 1996; and
               
                     (c)   The  description of  the  Registrant's
               Common  Stock ("Common Stock"), contained  in  the
               Registrant's Registration Statement on Form 8-A.
               
           In  addition, all documents and reports filed  by  the
Registrant  subsequent to the date hereof  pursuant  to  Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, and prior to the
filing  of  a post-effective amendment which indicates  that  all
securities  offered  have  been sold  or  which  deregisters  all
securities  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  or  reports.   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
subsequent  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 (the Common Stock is registered  under
Section 12 of the Exchange Act).

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  Revised  Statutes
provides  that  a  corporation may indemnify  its  directors  and
officers  against expenses and liabilities incurred in connection
with  any  proceeding involving any such director or  officer  by
reason of he or she being or having been a corporate agent, other
than  a proceeding by or in the right of the corporation as  long
as the director or officer acted in good faith.  In cases brought
by  or  on  behalf of the corporation, the corporation  can  only
indemnify  the corporate agent if the agent acted reasonably  and
was  found not to have breached a duty to the corporation or  its
shareholders.  A corporation is required to indemnify a corporate
agent who is successful on the merits of any challenge.

          The  Registrant's  Certificate  of  Incorporation,   as
amended,  and  Bylaws  provide for mandatory  indemnification  of
directors  and  officers to the full extent as permitted  by  New
Jersey  law.  The Registrant has obtained directors and  officers
liability insurance.

                      *         *         *
                                
           Insofar  as  indemnification for  liabilities  arising
under the Securities Act 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   Commission   such
indemnification  is  against public policy as  expressed  in  the
Securities  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 Securities Act and will be governed by the final adjudication
of such issue.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.        Exhibits.
          
       Exhibit
       Number                       Description
       ________     ____________________________________________

                    4.1    Certificate   of   Incorporation    of
                    Registrant,   as  amended  (incorporated   by
                    reference  to Exhibit 3.1 to the Registrant's
                    Quarterly Report on Form 10-Q for the  period
                    ended March 31, 1995 (File No. 0-14617)).
                    
                    4.2   By-Laws of the Registrant,  as  amended
                    (incorporated by reference to Exhibit 3.2  to
                    the  Registrant's Annual Report on Form  10-K
                    for  the period ended December 31, 1993 (File
                    No. 0-14617)).
                    
          4.3       Specimen Certificate representing Common Stock of the
                    Registrant (incorporated by reference to the exhibits to 
                    the Registrant's Registration Statement on Form S-1, 
                    File No. 33-807 filed on October 10, 1985).
                    
                                         - 2 -
5.1    Opinion  of  Hogan  &  Hartson  L.L.P.
                    regarding  the legality of the  shares  being
                    registered.
                    
                    23.1   Consent  of  Hogan  &  Hartson  L.L.P.
                    (included  in their opinion filed as  Exhibit
                    5.1 hereto).
                    
                    23.2 Consent of Coopers & Lybrand L.L.P.
                    
                    24.1 Power of Attorney (included on signature
                    page).
                    
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;
          
                     (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) 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)(i) and
          (a)(ii)  do not apply if the Registration Statement  is
          on  Form S-3, or Form S-8, and 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 Exchange
          Act   that  are  incorporated  by  reference   in   the
          Registration Statement.
          
                (2)   That,  for  the purpose of determining  any
          liability  under  the Securities Act, 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.
          
      The  undersigned  Registrant hereby  undertakes  that,  for
purposes  of determining any liability under the Securities  Act,
each filing of the Registrant's annual report pursuant to Section
13(a)   or  Section  15(d)  of  the  Exchange  Act  (and,   where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to Section 15(d) of the Exchange  Act)  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.

      The  undertaking concerning indemnification  is  set  forth
under the response to Item 6.

                            -    3 -
SIGNATURES

     Pursuant  to  the  requirements of the Securities  Act,  the
undersigned  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 City of Piscataway, State of New  Jersey,  on
the 19 day of August, 1997.

                         
                         RHEOMETRIC SCIENTIFIC, INC.

                         
                         By:  /s/ Robert E. Davis
                            ____________________________
                           Robert E. Davis
                           Chairman, President and Chief Executive
                           Officer
 
                                
                        POWER OF ATTORNEY
                                
           KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert E.  Davis
and  Joseph Musanti, and each of them, his or her true and lawful
attorney-in-fact  and  agent,  with  power  of  substitution  and
resubstitution, for him or her and in his or her name, place  and
stead, in any and all capacities, to sign any amendments to  this
Registration  Statement, and to file the same, with all  exhibits
and  other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and
agents,  and  each of them, full power and authority  to  do  and
perform  each and every act and thing requisite and necessary  to
be  done  in and about the premises, as fully to all intents  and
purposes  as  he  or  she might or could  do  in  person,  hereby
ratifying  and  confirming  all that said  attorneys-in-fact  and
agents,  or  any  of  them, or their, his or her  substitutes  or
substitute, 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:

     
     
Signature                       Title                     Date
_________________         _________________________      _______

/s/ Robert E. Davis      Chairman, President and Chief
___________________      Executive Officer (Principal   August 19, 1997
Robert E. Davis          Executive Officer)

/s/ Joseph Musanti       Vice   President, Finance and
___________________      Materials and Chief Financial  August 19, 1997
Joseph Musanti           Officer (Principal Financial
                         Officer and Principal
                         Accounting Officer)

/s/ Richard J. Giacco    Secretary and Director         August 19, 1997
____________________
Richard J. Giacco
/s/ Leonard Bogner       Director                        August 19, 1997
____________________
Leonard Bogner

/s/ Alexander F. Giacco  Director                        August 19, 1997
____________________
Alexander F. Giacco

/s/ R. Michael Hendricks Director                       August 19, 1997
____________________
R. Michael Hendricks

                         Director                       August __, 1997
____________________
Robert K. Prud'homme
EXHIBIT INDEX

Exhibit
Number                 Description                       Page

______                  ___________                       ____

4.1     Certificate of Incorporation of Registrant,         *
        as amended (incorporated by reference to
        Exhibit 3.1 to the Registrant's Quarterly Report
        on Form 10-Q for the period ended March 31, 1995
        (File No. 0-14617)).

4.2     By-Laws of the Registrant, as amended (incor-       *
        porated by reference to Exhibit 3.2 to the
        Registrant's Annual Report on Form 10-K for the
        period ended December 31, 1993 (File No. 0-14617)).

4.3     Specimen Certificate representing Common Stock      *
        of the Registrant (incorporated by reference to the
        exhibits to the Registrant's Registration Statement
        on Form S-1, File No. 33-807 filed on October 10,
        1985).

5.1     Opinion of Hogan & Hartson L.L.P.

23.1    Consent of Hogan & Hartson L.L.P. (See Exhibit 5.1).

23.2    Consent of Coopers & Lybrand L.L.P.

24.1    Power of Attorney (included on signature page).
_______________
*Incorporated by reference.