As filed with the Securities and Exchange Commission on September 7, 2001
                                                    Registration No. 33-________
                            ========================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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.
    1998 NONQUALIFIED STOCK OPTION PLAN FOR TEN PERCENT SHAREHOLDER-DIRECTORS
                            (FULL TITLE OF THE PLAN)

                            DAVID FREEDMAN, CHAIRMAN
                         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, P.A.
                                721 ROUTE 202-206
                                  P.O. BOX 1018
                           SOMERVILLE, NJ   08876-1018
                                 (908) 722-0700
                         CALCULATION OF REGISTRATION FEE
             Proposed Maximum Offering Price Per Share (2)     Proposed Maximum
                          Aggregate Offering Price (3)
                   Amount               Amount of Registration Fees
                   Title of Securities     to be Registered(1)
                                to be Registered
   Common Stock,$.0625 par value per Share     243,100     $4.35     $1,057,485
                                     $264.37
                                        shares
                                        ------



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

(2)     Based upon the last reported sale price on The Nasdaq Stock Market, Inc.
National  Market  System  on  September  7,  2001.

(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 221,000, the
number  of  shares registered by this Registration Statement by $4.35 per share,
the  last  reported  sale price on The Nasdaq Stock Market, Inc. National Market
System  on  September  7,  2001.


<PAGE>
                                TABLE OF CONTENTS




Item  1.     Plan  Information                                           *

Item  2.     Registrant  Information  and  Plan  Annual  Information     *

Item  2A.    Reoffer  Prospectus                                       I-1

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



*     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.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION

          Omitted.

ITEM  2.     REGISTRANT  INFORMATION  AND  PLAN  ANNUAL  INFORMATION

          Omitted.

ITEM  2A.     REOFFER  PROSPECTUS

          A  prospectus  relating  to  the  reoffer  of  control  securities and
restricted  securities  acquired  by  participants under the Plan follows below.


                                      I-1
<PAGE>



                               REOFFER PROSPECTUS
                               ------------------


                         243,100 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  243,100  shares  of Common Stock (par value $0.0625 share) of New
Brunswick  Scientific  Co.,  Inc.  (the  "Company")  acquired  by  the  Selling
Stockholders  upon  the  exercise of options granted to them under the Company's
1998  Nonqualified  Stock  Option  Plan  for  Ten Percent Shareholder-Directors.

     It  is contemplated that offerings and/or sales by the Selling Stockholders
will  be  made  from  time  to  time  pursuant  to  this Registration Statement.


                   THESE SECURITIES HAVE NOT BEEN APPROVED OR
              DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
                     NOR HAS THE COMMISSION PASSED UPON THE
                    ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
                     ANY REPRESENTATION TO THE CONTRARY IS A
                               A CRIMINAL OFFENSE.


               The date of this Prospectus is September 10, 2001.


                                        1
<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  facilities  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
Seven  World  Trade,  13th  Floor,  New  York,  New  York 10048.  Copies of such
material  can  be  obtained from the Public Reference Section of the Commission,
450  Fifth  Street,  N.W.,  Washington, D.C. 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


                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The  following  documents  are  hereby  incorporated  herein  by reference:

     (a)     The  Company's  Annual  Report  on  Form  10-K  for  the year ended
December  31,  2000;

     (b)     The  Company's  Quarterly Report on Form 10-Q for the quarter ended
June  30,  2001;

     (c)       The description of the Company's Common Stock set forth 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)  ;  and

     (d)     All  other  reports filed pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934 since the end of the fiscal year referred to
in  (a)  above.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14  or 15(d) of the Securities Exchange Act of 1934 from the date hereof
to  the  termination  of  the offering of the securities covered hereby shall be
deemed  to  be  incorporated  by  reference  in this Prospectus and to be a part
hereof  from  the  date  of  filing  such  documents.

     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:  Vice  President,  Finance.

                                        2
<PAGE>

                                   THE COMPANY

     New  Brunswick  Scientific  Co.,  Inc. and its subsidiaries ("the Company")
design,  manufacture  and  market  a  variety  of  equipment  used  in
biotechnology  to  create,  maintain,  measure  and  control  the  physical  and
biochemical  conditions required for the growth and detection of microorganisms.
This  equipment  is  used  in  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.  The  equipment  sold  by  the  Company  includes
fermentation  equipment,  bioreactors,  biological shakers, nutrient sterilizing
and  dispensing  equipment,  ultra-low  temperature  freezers and tissue culture
apparatus.

     In  late  1999,  the  Company  acquired  DJM  Cryo-Research  Limited,  the
manufacturer  of  the ultra-low  temperature  freezers  which  the  Company  has
been  marketing.  The  Company  also  owns  a  minority  interest  in  DGI
BioTechnologies,  Inc.  (DGI), which was  established  in 1995 by the Company to
develop  and  commercialize a novel technology that facilitates the discovery of
new  drugs.  Prior to June 14, 2001, the Company owned a controlling interest in
DGI  and  consolidated  the  operations of DGI with that of the Company, however
following  the  closing on such date by DGI of an investment transaction with an
institutional investor, the Company's ownership percentage in DGI was reduced to
47%.  Accordingly,  the  Company now reports its percentage of income or loss in
DGI's  operations  on  the  equity method of accounting based upon its continued
ability  to  exercise  significant  influence  over  DGI.

     The  Company  was  incorporated  in  1958  as  the  successor to a business
founded  in  1946 by David  and Sigmund Freedman, its principal stockholders and
two  of  its  directors  and  executive  officers.  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,  all  of  whose  addresses  are care of the Company at 44
Talmadge  Road,  P.O.  Box 4005, Edison, New Jersey 08818-4005.  The shares that
the  Selling  Stockholders may offer from time to time are shares acquired or to
be  acquired  by  them  upon the exercise of awards that have been or may in the
future  be  granted  to  them  by  the  Company  pursuant  to the Company's 1998
Nonqualified  Stock  Option  Plan  for  Ten  Percent  Shareholder-Directors (the
"Plan").  The  following table lists all persons holding awards, who, because of
their position with the Company or amount of stock of the Company owned by them,
may  be  deemed  to  be  "affiliates" and persons who are nonaffiliates who have
acquired shares under the Plan prior to the filing of the registration statement
of  which  this prospectus is a part.  The Selling Stockholders may from time to
time  offer  all  or  part  of  the shares acquired by them upon the exercise of
options now held or which may be granted to them in the future by the Company in
any  trading  markets.  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
----                    --------------------------------         ---------------


David  Freedman         Chairman,  Director                      114,895
Sigmund  Freedman       Treasurer,  Director                      68,145



                                        3
<PAGE>

                                  LEGAL MATTERS

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

                            EXPERTS AND MISCELLANEOUS

     The financial statements and schedule of New Brunswick Scientific Co., Inc.
as  of  December  31,  2000 and 1999 and for each of the years in the three year
period ended December 31, 2000 have been incorporated by reference herein and in
the  Registration Statement in reliance upon the report of KPMG LLP, independent
certified  public  accountants  incorporated  by  reference herein, and upon the
authority  of  said  firm  as  experts  in  accounting  and  auditing.

     The  Common  stock  of the Company, including the shares offered hereby, is
designated for quotation on the Nasdaq Stock Market, Inc. National Market System
under  the  symbol:  NBSC.

                                 USE OF PROCEEDS

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

                                 INDEMNIFICATION

     Under  the  laws  of  New  Jersey,  the  By-Laws of the Company and certain
contractual  arrangements  between the Company and its directors, the directors,
officers,  employees and agents of the Company are entitled to be indemnified by
the  Company  against all expenses and liabilities incurred by them by reason of
any  proceeding  involving  the corporate agent by reason of his being or having
been a corporate agent, if such corporate agent acted in good faith, in a manner
reasonably believed to be in or not opposed to the best interests of the Company
and in the case of directors, in addition to the foregoing, if such director did
not  breach  his  duty of loyalty to the Company or its shareholders and did not
receive  and  improper  personal  benefit.

     In  addition  to  such  other rights of indemnification as they may have as
corporate  agents  of  the Company, the Company shall defend, indemnify and hold
harmless  the  members  of the Board of Directors against all costs and expenses
reasonably incurred by them in connection with any action, suit or proceeding to
which  they or any of them may be party by reason of any action taken or failure
to  act  under  or in connection with the Plan or any option granted thereunder,
and  against  all  amounts  paid  by  them  in settlement thereof (provided such
settlement  is approved by independent legal counsel selected by the Company) or
paid  or  payable by them in satisfaction of a judgment in any such action, suit
or  proceeding,  except a judgment based upon a finding of bad faith on the part
of  the  member of the Board of Directors seeking indemnification; provided that
upon  the  institution of any such action, suit or proceeding, the member shall,
in  writing,  give  the  Company  notice  thereof and an opportunity, at its own
expense,  to  handle and defend the same before such member undertakes to handle
and  defend  it  on  his  or  her  own  behalf.

     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.

                                        4
<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
"Company")  with  the  Commission  are  also  incorporated  herein by reference:

(a)     The Company's Annual Report on Form 10-K for the year ended December 31,
2000;  and

(b)     The  Company's  Quarterly Report on Form 10-Q for the quarter ended June
30,  2001;

(c)     The  description  of  the  Company's  Common  Stock  set forth 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  4.     DESCRIPTION  OF  SECURITIES

     Not  applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not  applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     Under  the  laws  of  New  Jersey,  the  By-Laws of the Company and certain
contractual  arrangements  between the Company and its directors, the directors,
officers,  employees and agents of the Company are entitled to be indemnified by
the  Company  against all expenses and liabilities incurred by them by reason of
any  proceeding  involving  the corporate agent by reason of his being or having
been a corporate agent, if such corporate agent acted in good faith, in a manner
reasonably believed to be in or not opposed to the best interests of the Company
and in the case of directors, in addition to the foregoing, if such director did
not  breach  his  duty of loyalty to the Company or its shareholders and did not
receive  and  improper  personal  benefit.

     In  addition  to  such  other rights of indemnification as they may have as
corporate  agents  of  the Company, the Company shall defend, indemnify and hold
harmless  the  members  of the Board of Directors against all costs and expenses
reasonably incurred by them in connection with any action, suit or proceeding to
which  they or any of them may be party by reason of any action taken or failure
to  act  under  or in connection with the Plan or any option granted thereunder,
and  against  all  amounts  paid  by  them  in settlement thereof (provided such
settlement  is approved by independent legal counsel selected by the Company) or
paid  or  payable by them in satisfaction of a judgment in any such action, suit
or  proceeding, except a judgement based upon a finding of bad faith on the part
of  the  member of the Board of Directors seeking indemnification; provided that

                                      II-1
<PAGE>

upon  the  institution of any such action, suit or proceeding, the member shall,
in  writing,  give  the  Company  notice  thereof and an opportunity, at its own
expense,  to  handle and defend the same before such member undertakes to handle
and  defend  it  on  his  or  her  own  behalf.

     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 provision, 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

     Offers  and  sales  of  Common  Stock  pursuant to the Plan are exempt from
registration under the Securities Act of 1933, as amended, by virtue of Sections
4(2)  and/or  2(11)  of such Act and Rule 504 promulgated by the Commission as a
part  of  Regulation  D.

ITEM  8.     EXHIBITS

     4(a)          New  Brunswick  Scientific  Co., Inc. 1998 Nonqualified Stock
Option  Plan  for Ten Percent Shareholder-Directors, as amended, is incorporated
herein  by  reference  to  Appendix A attached to the Company's definitive proxy
materials  with  respect  to its 2000 Annual Meeting of Shareholders, filed with
the  Commission  on  April  17,  2000.
     *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

     (a)     The  undersigned  Registrant  hereby  undertakes:

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

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

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

                              (iii)     To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement  or  any  material  change  to  such  information  in the Registration

                                      II-2
<PAGE>

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

                (iv)     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.

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

     (b)     The  undersigned Registrant hereby undertakes that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (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.

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

                                      II-3
<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 September 10,
2001.

                    NEW  BRUNSWICK  SCIENTIFIC  CO.,  INC.



                    By:      /s/  David  Freedman
                        -------------------------
                    David  Freedman,  Chairman


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


     Person                      Capacity                   Date
     ------                     --------                    ----

/s/  David  Freedman             Chairman  of the Board    September  10,  2001
--------------------

     David  Freedman             and  Director


/s/  Sigmund  Freedman           Treasurer                 September  10,  2001
----------------------
     Sigmund  Freedman           and  Director


/s/  Samuel  Eichenbaum          Vice  President, Finance  September  10,  2001
-----------------------
     Samuel  Eichenbaum          and  Chief  Financial  Officer


/s/  Peter  Schkeeper            Director                  September  10,  2001
---------------------
     Peter  Schkeeper


/s/  Kiyoshi  Masuda             Director                  September  10,  2001
--------------------
     Kiyoshi  Masuda


/s/  Ernest  Gross               Director                  September  10,  2001
------------------
     Ernest  Gross


/s/  Kenneth  Freedman           Director                  September  10,  2001
----------------------
     Kenneth  Freedman


/s/  Dr.  Jerome  Birnbaum       Director                  September  10,  2001
--------------------------
     Dr.  Jerome  Birnbaum


/s/  Dr.  David  Pramer          Director                  September  10,  2001
-----------------------
     Dr.  David  Pramer


/s/  Daniel  S.  Van  Riper      Director                  September  10,  2001
---------------------------
     Daniel  S.  Van  Riper

<PAGE>
                                                                       Exhibit 5


                                                            September  10,  2001

New  Brunswick  Scientific  Co.,  Inc.
44  Talmadge  Road
Edison,  New  Jersey  08818-4005

Re:  New  Brunswick  Scientific  Co.,  Inc.
     1998  Nonqualified  Stock  Option  Plan  for
     --------------------------------------------
     Ten  Percent  Shareholder-Directors
     -----------------------------------

Ladies  and  Gentlemen:

     We  refer  you  to  the  proposed  Registration  Statement on Form S-8 (the
"Registration  Statement")  under  the  Securities Act of 1993, of New Brunswick
Scientific  Co.,  Inc.  (the  "Company") pertaining to the offer and sale by the
Company  of 243,100 shares of the Company's Common Stock, $0.0625 par value (the
"Common  Shares")  pursuant  to  options  granted  from  time  to time under the
Company's  1998  Nonqualified  Stock  Option  Plan  for  Ten  Percent
Shareholder-Directors  (the  "Plan").

     We have acted as counsel to the Company in connection with the Registration
Statement.  In  such  capacity,  we  have  examined  the Registration Statement,
copies of the Company's Certificate of Incorporation and amendments thereto, the
Plan,  certificates  of officers of the Company and of public officials and such
other  corporate  records  and documents as we have deemed necessary in order to
express  the  opinion  set  forth  below.

     Based  upon  the  foregoing  examination,  it  is our opinion that upon the
issuance  of  certificates  evidencing the Common Shares and delivery thereof in
exchange  for payment of the option prices set forth under the Plan from time to
time,  and upon satisfaction of all other conditions, if any, applicable to such
issuance,  then  the  Common  Shares  shall  be  validly  issued, fully paid and
nonassessable.

     We  hereby  consent  to  the  use  of  this  opinion  as  an exhibit to the
Registration  Statement and the reference to our firm in the prospectus included
in  such  Registration  Statement  under  the  heading  "Legal  Matters."

     Very  truly  yours,

     NORRIS,  McLAUGHLIN  &  MARCUS,  P.A.

     /s/ PETER D. HUTCHEON
     PETER  D.  HUTCHEON,
     A  Member  of  the  Firm

PDH:

<PAGE>
                                                                   Exhibit 23(a)



CONSENT  OF  INDEPENDENT  AUDITOR'S

The  Board  of  Directors  and  Shareholders
New  Brunswick  Scientific  Co.,  Inc.


We  consent  to incorporation by reference in the registration statement related
to  the  New Brunswick Scientific Co., Inc., 1998 Nonqualified Stock Option Plan
for  Ten  Percent  Shareholder-Directors on Form S-8 of New Brunswick Scientific
Co.,  Inc.,  of  our  report  dated  February  12, 2001, except as to the second
paragraph of note 6, which is as of March 27, 2001, relating to the consolidated
balance  sheets  of  New  Brunswick  Scientific Co., Inc. and subsidiaries as of
December  31,  2000  and  1999,  and  the  related  consolidated  statements  of
operations,  shareholders' equity, cash flows and comprehensive loss for each of
the  years  in  the  three-year  period  ended  December  31,  2000, and related
financial  statement  schedule,  which  report  appears in the December 31, 2000
Annual  Report  on  Form  10-K  of New Brunswick Scientific Co., Inc. and to the
reference  to  our  firm  under  the  heading "Experts and Miscellaneous" in the
registration  statement.

KPMG  LLP

/s/  KPMG  LLP


Short  Hills,  New  Jersey
September  10,  2001
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 35107}]
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As filed with the Securities and Exchange Commission on September 7, 2001
                                                    Registration No. 33-________
                            ========================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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.
    1998 NONQUALIFIED STOCK OPTION PLAN FOR TEN PERCENT SHAREHOLDER-DIRECTORS
                            (FULL TITLE OF THE PLAN)

                            DAVID FREEDMAN, CHAIRMAN
                         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, P.A.
                                721 ROUTE 202-206
                                  P.O. BOX 1018
                           SOMERVILLE, NJ   08876-1018
                                 (908) 722-0700
                         CALCULATION OF REGISTRATION FEE
             Proposed Maximum Offering Price Per Share (2)     Proposed Maximum
                          Aggregate Offering Price (3)
                   Amount               Amount of Registration Fees
                   Title of Securities     to be Registered(1)
                                to be Registered
   Common Stock,$.0625 par value per Share     243,100     $4.35     $1,057,485
                                     $264.37
                                        shares
                                        ------

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

(2)     Based upon the last reported sale price on The Nasdaq Stock Market, Inc.
National  Market  System  on  September  7,  2001.

(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 221,000, the
number  of  shares registered by this Registration Statement by $4.35 per share,
the  last  reported  sale price on The Nasdaq Stock Market, Inc. National Market
System  on  September  7,  2001.
TABLE OF CONTENTS

Item  1.     Plan  Information                                           *

Item  2.     Registrant  Information  and  Plan  Annual  Information     *

Item  2A.    Reoffer  Prospectus                                       I-1

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

*     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.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION

          Omitted.

ITEM  2.     REGISTRANT  INFORMATION  AND  PLAN  ANNUAL  INFORMATION

          Omitted.

ITEM  2A.     REOFFER  PROSPECTUS

          A  prospectus  relating  to  the  reoffer  of  control  securities and
restricted  securities  acquired  by  participants under the Plan follows below.

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

                         243,100 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  243,100  shares  of Common Stock (par value $0.0625 share) of New
Brunswick  Scientific  Co.,  Inc.  (the  "Company")  acquired  by  the  Selling
Stockholders  upon  the  exercise of options granted to them under the Company's
1998  Nonqualified  Stock  Option  Plan  for  Ten Percent Shareholder-Directors.

     It  is contemplated that offerings and/or sales by the Selling Stockholders
will  be  made  from  time  to  time  pursuant  to  this Registration Statement.

                   THESE SECURITIES HAVE NOT BEEN APPROVED OR
              DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
                     NOR HAS THE COMMISSION PASSED UPON THE
                    ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
                     ANY REPRESENTATION TO THE CONTRARY IS A
                               A CRIMINAL OFFENSE.

               The date of this Prospectus is September 10, 2001.

                                        1
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  facilities  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
Seven  World  Trade,  13th  Floor,  New  York,  New  York 10048.  Copies of such
material  can  be  obtained from the Public Reference Section of the Commission,
450  Fifth  Street,  N.W.,  Washington, D.C. 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

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The  following  documents  are  hereby  incorporated  herein  by reference:

     (a)     The  Company's  Annual  Report  on  Form  10-K  for  the year ended
December  31,  2000;

     (b)     The  Company's  Quarterly Report on Form 10-Q for the quarter ended
June  30,  2001;

     (c)       The description of the Company's Common Stock set forth 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)  ;  and

     (d)     All  other  reports filed pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934 since the end of the fiscal year referred to
in  (a)  above.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14  or 15(d) of the Securities Exchange Act of 1934 from the date hereof
to  the  termination  of  the offering of the securities covered hereby shall be
deemed  to  be  incorporated  by  reference  in this Prospectus and to be a part
hereof  from  the  date  of  filing  such  documents.

     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:  Vice  President,  Finance.

                                        2
THE COMPANY

     New  Brunswick  Scientific  Co.,  Inc. and its subsidiaries ("the Company")
design,  manufacture  and  market  a  variety  of  equipment  used  in
biotechnology  to  create,  maintain,  measure  and  control  the  physical  and
biochemical  conditions required for the growth and detection of microorganisms.
This  equipment  is  used  in  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.  The  equipment  sold  by  the  Company  includes
fermentation  equipment,  bioreactors,  biological shakers, nutrient sterilizing
and  dispensing  equipment,  ultra-low  temperature  freezers and tissue culture
apparatus.

     In  late  1999,  the  Company  acquired  DJM  Cryo-Research  Limited,  the
manufacturer  of  the ultra-low  temperature  freezers  which  the  Company  has
been  marketing.  The  Company  also  owns  a  minority  interest  in  DGI
BioTechnologies,  Inc.  (DGI), which was  established  in 1995 by the Company to
develop  and  commercialize a novel technology that facilitates the discovery of
new  drugs.  Prior to June 14, 2001, the Company owned a controlling interest in
DGI  and  consolidated  the  operations of DGI with that of the Company, however
following  the  closing on such date by DGI of an investment transaction with an
institutional investor, the Company's ownership percentage in DGI was reduced to
47%.  Accordingly,  the  Company now reports its percentage of income or loss in
DGI's  operations  on  the  equity method of accounting based upon its continued
ability  to  exercise  significant  influence  over  DGI.

     The  Company  was  incorporated  in  1958  as  the  successor to a business
founded  in  1946 by David  and Sigmund Freedman, its principal stockholders and
two  of  its  directors  and  executive  officers.  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,  all  of  whose  addresses  are care of the Company at 44
Talmadge  Road,  P.O.  Box 4005, Edison, New Jersey 08818-4005.  The shares that
the  Selling  Stockholders may offer from time to time are shares acquired or to
be  acquired  by  them  upon the exercise of awards that have been or may in the
future  be  granted  to  them  by  the  Company  pursuant  to the Company's 1998
Nonqualified  Stock  Option  Plan  for  Ten  Percent  Shareholder-Directors (the
"Plan").  The  following table lists all persons holding awards, who, because of
their position with the Company or amount of stock of the Company owned by them,
may  be  deemed  to  be  "affiliates" and persons who are nonaffiliates who have
acquired shares under the Plan prior to the filing of the registration statement
of  which  this prospectus is a part.  The Selling Stockholders may from time to
time  offer  all  or  part  of  the shares acquired by them upon the exercise of
options now held or which may be granted to them in the future by the Company in
any  trading  markets.  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
----                    --------------------------------         ---------------

David  Freedman         Chairman,  Director                      114,895
Sigmund  Freedman       Treasurer,  Director                      68,145

                                        3
LEGAL MATTERS

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

                            EXPERTS AND MISCELLANEOUS

     The financial statements and schedule of New Brunswick Scientific Co., Inc.
as  of  December  31,  2000 and 1999 and for each of the years in the three year
period ended December 31, 2000 have been incorporated by reference herein and in
the  Registration Statement in reliance upon the report of KPMG LLP, independent
certified  public  accountants  incorporated  by  reference herein, and upon the
authority  of  said  firm  as  experts  in  accounting  and  auditing.

     The  Common  stock  of the Company, including the shares offered hereby, is
designated for quotation on the Nasdaq Stock Market, Inc. National Market System
under  the  symbol:  NBSC.

                                 USE OF PROCEEDS

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

                                 INDEMNIFICATION

     Under  the  laws  of  New  Jersey,  the  By-Laws of the Company and certain
contractual  arrangements  between the Company and its directors, the directors,
officers,  employees and agents of the Company are entitled to be indemnified by
the  Company  against all expenses and liabilities incurred by them by reason of
any  proceeding  involving  the corporate agent by reason of his being or having
been a corporate agent, if such corporate agent acted in good faith, in a manner
reasonably believed to be in or not opposed to the best interests of the Company
and in the case of directors, in addition to the foregoing, if such director did
not  breach  his  duty of loyalty to the Company or its shareholders and did not
receive  and  improper  personal  benefit.

     In  addition  to  such  other rights of indemnification as they may have as
corporate  agents  of  the Company, the Company shall defend, indemnify and hold
harmless  the  members  of the Board of Directors against all costs and expenses
reasonably incurred by them in connection with any action, suit or proceeding to
which  they or any of them may be party by reason of any action taken or failure
to  act  under  or in connection with the Plan or any option granted thereunder,
and  against  all  amounts  paid  by  them  in settlement thereof (provided such
settlement  is approved by independent legal counsel selected by the Company) or
paid  or  payable by them in satisfaction of a judgment in any such action, suit
or  proceeding,  except a judgment based upon a finding of bad faith on the part
of  the  member of the Board of Directors seeking indemnification; provided that
upon  the  institution of any such action, suit or proceeding, the member shall,
in  writing,  give  the  Company  notice  thereof and an opportunity, at its own
expense,  to  handle and defend the same before such member undertakes to handle
and  defend  it  on  his  or  her  own  behalf.

     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.

                                        4
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
"Company")  with  the  Commission  are  also  incorporated  herein by reference:

(a)     The Company's Annual Report on Form 10-K for the year ended December 31,
2000;  and

(b)     The  Company's  Quarterly Report on Form 10-Q for the quarter ended June
30,  2001;

(c)     The  description  of  the  Company's  Common  Stock  set forth 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  4.     DESCRIPTION  OF  SECURITIES

     Not  applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not  applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     Under  the  laws  of  New  Jersey,  the  By-Laws of the Company and certain
contractual  arrangements  between the Company and its directors, the directors,
officers,  employees and agents of the Company are entitled to be indemnified by
the  Company  against all expenses and liabilities incurred by them by reason of
any  proceeding  involving  the corporate agent by reason of his being or having
been a corporate agent, if such corporate agent acted in good faith, in a manner
reasonably believed to be in or not opposed to the best interests of the Company
and in the case of directors, in addition to the foregoing, if such director did
not  breach  his  duty of loyalty to the Company or its shareholders and did not
receive  and  improper  personal  benefit.

     In  addition  to  such  other rights of indemnification as they may have as
corporate  agents  of  the Company, the Company shall defend, indemnify and hold
harmless  the  members  of the Board of Directors against all costs and expenses
reasonably incurred by them in connection with any action, suit or proceeding to
which  they or any of them may be party by reason of any action taken or failure
to  act  under  or in connection with the Plan or any option granted thereunder,
and  against  all  amounts  paid  by  them  in settlement thereof (provided such
settlement  is approved by independent legal counsel selected by the Company) or
paid  or  payable by them in satisfaction of a judgment in any such action, suit
or  proceeding, except a judgement based upon a finding of bad faith on the part
of  the  member of the Board of Directors seeking indemnification; provided that

                                      II-1
upon  the  institution of any such action, suit or proceeding, the member shall,
in  writing,  give  the  Company  notice  thereof and an opportunity, at its own
expense,  to  handle and defend the same before such member undertakes to handle
and  defend  it  on  his  or  her  own  behalf.

     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 provision, 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

     Offers  and  sales  of  Common  Stock  pursuant to the Plan are exempt from
registration under the Securities Act of 1933, as amended, by virtue of Sections
4(2)  and/or  2(11)  of such Act and Rule 504 promulgated by the Commission as a
part  of  Regulation  D.

ITEM  8.     EXHIBITS

     4(a)          New  Brunswick  Scientific  Co., Inc. 1998 Nonqualified Stock
Option  Plan  for Ten Percent Shareholder-Directors, as amended, is incorporated
herein  by  reference  to  Appendix A attached to the Company's definitive proxy
materials  with  respect  to its 2000 Annual Meeting of Shareholders, filed with
the  Commission  on  April  17,  2000.
     *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

     (a)     The  undersigned  Registrant  hereby  undertakes:

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

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

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

                              (iii)     To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement  or  any  material  change  to  such  information  in the Registration

                                      II-2
Statement; provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by  reference  in  the  Registration  Statement.

                (iv)     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.

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

     (b)     The  undersigned Registrant hereby undertakes that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (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.

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

                                      II-3
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 September 10,
2001.

                    NEW  BRUNSWICK  SCIENTIFIC  CO.,  INC.

                    By:      /s/  David  Freedman
                        -------------------------
                    David  Freedman,  Chairman

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

     Person                      Capacity                   Date
     ------                     --------                    ----

/s/  David  Freedman             Chairman  of the Board    September  10,  2001
--------------------

     David  Freedman             and  Director

/s/  Sigmund  Freedman           Treasurer                 September  10,  2001
----------------------
     Sigmund  Freedman           and  Director

/s/  Samuel  Eichenbaum          Vice  President, Finance  September  10,  2001
-----------------------
     Samuel  Eichenbaum          and  Chief  Financial  Officer

/s/  Peter  Schkeeper            Director                  September  10,  2001
---------------------
     Peter  Schkeeper

/s/  Kiyoshi  Masuda             Director                  September  10,  2001
--------------------
     Kiyoshi  Masuda

/s/  Ernest  Gross               Director                  September  10,  2001
------------------
     Ernest  Gross

/s/  Kenneth  Freedman           Director                  September  10,  2001
----------------------
     Kenneth  Freedman

/s/  Dr.  Jerome  Birnbaum       Director                  September  10,  2001
--------------------------
     Dr.  Jerome  Birnbaum

/s/  Dr.  David  Pramer          Director                  September  10,  2001
-----------------------
     Dr.  David  Pramer

/s/  Daniel  S.  Van  Riper      Director                  September  10,  2001
---------------------------
     Daniel  S.  Van  Riper
Exhibit 5

                                                            September  10,  2001

New  Brunswick  Scientific  Co.,  Inc.
44  Talmadge  Road
Edison,  New  Jersey  08818-4005

Re:  New  Brunswick  Scientific  Co.,  Inc.
     1998  Nonqualified  Stock  Option  Plan  for
     --------------------------------------------
     Ten  Percent  Shareholder-Directors
     -----------------------------------

Ladies  and  Gentlemen:

     We  refer  you  to  the  proposed  Registration  Statement on Form S-8 (the
"Registration  Statement")  under  the  Securities Act of 1993, of New Brunswick
Scientific  Co.,  Inc.  (the  "Company") pertaining to the offer and sale by the
Company  of 243,100 shares of the Company's Common Stock, $0.0625 par value (the
"Common  Shares")  pursuant  to  options  granted  from  time  to time under the
Company's  1998  Nonqualified  Stock  Option  Plan  for  Ten  Percent
Shareholder-Directors  (the  "Plan").

     We have acted as counsel to the Company in connection with the Registration
Statement.  In  such  capacity,  we  have  examined  the Registration Statement,
copies of the Company's Certificate of Incorporation and amendments thereto, the
Plan,  certificates  of officers of the Company and of public officials and such
other  corporate  records  and documents as we have deemed necessary in order to
express  the  opinion  set  forth  below.

     Based  upon  the  foregoing  examination,  it  is our opinion that upon the
issuance  of  certificates  evidencing the Common Shares and delivery thereof in
exchange  for payment of the option prices set forth under the Plan from time to
time,  and upon satisfaction of all other conditions, if any, applicable to such
issuance,  then  the  Common  Shares  shall  be  validly  issued, fully paid and
nonassessable.

     We  hereby  consent  to  the  use  of  this  opinion  as  an exhibit to the
Registration  Statement and the reference to our firm in the prospectus included
in  such  Registration  Statement  under  the  heading  "Legal  Matters."

     Very  truly  yours,

     NORRIS,  McLAUGHLIN  &  MARCUS,  P.A.

     /s/ PETER D. HUTCHEON
     PETER  D.  HUTCHEON,
     A  Member  of  the  Firm

PDH:
Exhibit 23(a)

CONSENT  OF  INDEPENDENT  AUDITOR'S

The  Board  of  Directors  and  Shareholders
New  Brunswick  Scientific  Co.,  Inc.

We  consent  to incorporation by reference in the registration statement related
to  the  New Brunswick Scientific Co., Inc., 1998 Nonqualified Stock Option Plan
for  Ten  Percent  Shareholder-Directors on Form S-8 of New Brunswick Scientific
Co.,  Inc.,  of  our  report  dated  February  12, 2001, except as to the second
paragraph of note 6, which is as of March 27, 2001, relating to the consolidated
balance  sheets  of  New  Brunswick  Scientific Co., Inc. and subsidiaries as of
December  31,  2000  and  1999,  and  the  related  consolidated  statements  of
operations,  shareholders' equity, cash flows and comprehensive loss for each of
the  years  in  the  three-year  period  ended  December  31,  2000, and related
financial  statement  schedule,  which  report  appears in the December 31, 2000
Annual  Report  on  Form  10-K  of New Brunswick Scientific Co., Inc. and to the
reference  to  our  firm  under  the  heading "Experts and Miscellaneous" in the
registration  statement.

KPMG  LLP

/s/  KPMG  LLP

Short  Hills,  New  Jersey
September  10,  2001