AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1,  2006
                                                           REGISTRATION NO. 333-

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


                               [GRAPHIC OMITED]


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

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

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

                       NEW BRUNSWICK SCIENTIFIC CO., INC.
       2001 NONQUALIFIED STOCK OPTION PLAN FOR OFFICERS AND KEY EMPLOYEES
                            (Full Title of the Plan)

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

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

                                                [GRAPHIC OMITED]


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


<S>                                           <C>             <C>                <C>    <C>                 <C>            <C>
TITLE OF                                      AMOUNT          PROPOSED MAXIMUM          PROPOSED MAXIMUM    AMOUNT OF
SECURITIES TO                                 TO BE           OFFERING PRICE            AGGREGATE           REGISTRATION
BE REGISTERED                                 REGISTERED (2)  PER SHARE (3)             OFFERING PRICE (3)  FEE

Common Stock, $.0625 par value per share (1)  320,000         $7.46                     $2,387,200          $255.43


</TABLE>




                               [GRAPHIC OMITED]


(1)     Consists of shares issuable under the New Brunswick Scientific Co., Inc.
2001 Nonqualified Stock Option Plan For Officers And Key Employees (the "Plan").

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

(3)     Estimated solely for the purpose of calculating the registration fee.
Such estimate has been computed in accordance with Rule 457(c) and Rule 457(h)
under the Securities Act based on the average high and low prices of the
Registrant's Common Stock as reported on the Nasdaq Global Market on August 29,
2006.
<PAGE>

                                EXPLANATORY NOTE

This Registration Statement registers both (i) shares of Common Stock to be
offered and sold under the New Brunswick Scientific Co., Inc. 2001 Nonqualified
Stock Option Plan For Officers And Key Employees (the "Plan") and (ii) shares of
Common Stock acquired under the Plan that that are restricted securities which
may be offered and sold from time to time by the purchasers thereof pursuant to
the reoffer prospectus included herewith (the "Reoffer Prospectus").

<PAGE>

                                TABLE OF CONTENTS





Item  1.     Plan  Information                                           I-1

Item  2.     Registrant  Information  and  Plan  Annual  Information     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







<PAGE>

                                     PART I

     INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

ITEM  1.     PLAN  INFORMATION

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

ITEM  2.     REGISTRANT INFORMATION AND PLAN ANNUAL INFORMATION

     Copies of documents incorporated by reference in Item 3 of Part II of this
Registration Statement, and such other documents required to be delivered to
employees pursuant to Rule 428(b) (Section 230.428(b)) may be obtained upon
written or oral request without charge from the headquarters office of the
Company, New Brunswick Scientific Co., Inc., Attn: James T. Orcutt, President &
Chief Operating Officer, 44 Talmadge Road, P.O. Box 4005, Edison, New Jersey
08818-4005, (732) 287-1200.
                                     I-1
<PAGE>
                                     PART II

     INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE


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

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

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

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

(d)     The Registrant's Quarterly Report on Form 10-Q for the quarter ended
July 1, 2006, filed on August 14, 2006.

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


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

ITEM  4.     DESCRIPTION  OF  SECURITIES

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND COUNSEL

     Not  applicable.

ITEM  6.     INDEMNIFICATION  OF DIRECTORS AND OFFICERS

     Section  14A:3-5  of the New Jersey Business Corporation Act (the "NJBCA"),
the Company's Certificate of Incorporation and By-Laws give the Registrant power
to indemnify each of its directors and officers against expenses and liabilities
in connection with any proceeding involving him by reason of his being or having
been  a  director  or  officer  if (a) he acted in good faith and in a manner he
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Registrant and (b) with respect to any criminal proceeding, he had no reasonable
cause  to  believe  his conduct was unlawful.  However, in a proceeding by or in
the right of the Registrant, there shall be no indemnification in respect of any
liabilities  or  expenses  if  the  officer or director shall have been adjudged
liable  to  the Registrant, unless and only to the extent that the court in such
proceeding  determines  upon  application  that  despite  the  adjudication  of
liability,  but  in  view  of  all  circumstances  of  the case, such officer or
director is fairly and reasonably entitled to indemnity for such expenses as the
                                      II-1
<PAGE>
court  deems  proper.  Furthermore,  no  indemnification  shall be made to or on
behalf  of  a  director  or  officer  if  a judgment or other final adjudication
adverse  to  such director or officer establishes that his acts or omissions (a)
were  in  breach of his duty of loyalty to the Company and its stockholders, (b)
were not in good faith or involved a knowing violation of law or (c) resulted in
receipt  by  the director or officer of an improper personal benefit.  The NJBCA
defines  an act or omission in breach of a person's duty of loyalty as an act or
omission  which  that  person  knows  or  believes  to  be  contrary to the best
interests  of  the  Company  or  its stockholders in connection with a matter in
which  he  has  a  material  conflict  of interest.  If a director or officer is
successful  in a proceeding, the statute mandates that the Company indemnify him
against  expenses.

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may  be  permitted  to  directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against  public  policy  as expressed in the Act and is therefore unenforceable.


ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED

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

ITEM  8.     EXHIBITS

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

ITEM  9.      UNDERTAKINGS


     The  undersigned  Registrant  hereby  undertakes:


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

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

(ii)     To  reflect  in  the  prospectus  any facts or events arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the registration statement.
                                      II-2
<PAGE>

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

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

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

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

4.     The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new Registration Statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

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



                                      II-3
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Edison, State of New Jersey, on this 31 day of
August, 2006.

                                 NEW BRUNSWICK SCIENTIFIC CO., INC.
                                (Registrant)

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


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

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


SIGNATURE                 TITLE                               DATE
---------                 -----                               ----


/s/ David Freedman      Chairman of the Board,                August 31, 2006
                        Chief Executive Officer
                        (Principal Executive Officer)
                        and Director
David Freedman
--------------

/s/ Adele Lavender      Corporate Secretary                   August 31, 2006
Adele Lavender
--------------


/s/ Thomas Bocchino     Vice President, Finance,              August 31, 2006
                        Treasurer and Chief Financial
                        Officer (Principal Financial Officer
                        / Principal Accounting Officer)
Thomas Bocchino
---------------


/s/ James T. Orcutt     President, Chief Operating Officer     August 31, 2006
                        and Director
James T. Orcutt
---------------

/s/ Jerome Birnbaum     Director                               August 31, 2006
Dr. Jerome Birnbaum
-------------------
                                      II-4
<PAGE>


/s/ Kenneth Freedman    Director                               August 31, 2006
Kenneth Freedman
----------------

/s/ Ernest Gross        Director                               August 31, 2006
Ernest Gross
------------

/s/ Joel Jaffe          Director                               August 31, 2006
Joel Jaffe
----------

/s/ David Pramer        Director                               August 31, 2006
Dr. David Pramer
----------------

/s/ Peter Schkeeper     Director                               August 31, 2006
Peter Schkeeper
---------------

Daniel S. Van Riper     Director                               August 31, 2006
Daniel S. Van Riper
-------------------
                                      II-5
<PAGE>
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1,  2006
                                                           REGISTRATION NO. 333-

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

                               [GRAPHIC OMITED]

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

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

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

                       NEW BRUNSWICK SCIENTIFIC CO., INC.
       2001 NONQUALIFIED STOCK OPTION PLAN FOR OFFICERS AND KEY EMPLOYEES
                            (Full Title of the Plan)

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

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

                                                [GRAPHIC OMITED]

                         CALCULATION OF REGISTRATION FEE
TITLE OF                                      AMOUNT          PROPOSED MAXIMUM          PROPOSED MAXIMUM    AMOUNT OF
SECURITIES TO                                 TO BE           OFFERING PRICE            AGGREGATE           REGISTRATION
BE REGISTERED                                 REGISTERED (2)  PER SHARE (3)             OFFERING PRICE (3)  FEE

Common Stock, $.0625 par value per share (1)  320,000         $7.46                     $2,387,200          $255.43
[GRAPHIC OMITED]

(1)     Consists of shares issuable under the New Brunswick Scientific Co., Inc.
2001 Nonqualified Stock Option Plan For Officers And Key Employees (the "Plan").

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

(3)     Estimated solely for the purpose of calculating the registration fee.
Such estimate has been computed in accordance with Rule 457(c) and Rule 457(h)
under the Securities Act based on the average high and low prices of the
Registrant's Common Stock as reported on the Nasdaq Global Market on August 29,
2006.
EXPLANATORY NOTE

This Registration Statement registers both (i) shares of Common Stock to be
offered and sold under the New Brunswick Scientific Co., Inc. 2001 Nonqualified
Stock Option Plan For Officers And Key Employees (the "Plan") and (ii) shares of
Common Stock acquired under the Plan that that are restricted securities which
may be offered and sold from time to time by the purchasers thereof pursuant to
the reoffer prospectus included herewith (the "Reoffer Prospectus").
TABLE OF CONTENTS

Item  1.     Plan  Information                                           I-1

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

Item  3.     Incorporation  of  Documents  by  Reference                II-1

Item  4.     Description  of  Securities                                II-1

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

Item  6.     Indemnification  of  Directors  and  Officers              II-1

Item  7.     Exemption  from  Registration  Claimed                     II-2

Item  8.     Exhibits                                                   II-2

Item  9.     Undertakings                                               II-2
PART I

     INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

ITEM  1.     PLAN  INFORMATION

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

ITEM  2.     REGISTRANT INFORMATION AND PLAN ANNUAL INFORMATION

     Copies of documents incorporated by reference in Item 3 of Part II of this
Registration Statement, and such other documents required to be delivered to
employees pursuant to Rule 428(b) (Section 230.428(b)) may be obtained upon
written or oral request without charge from the headquarters office of the
Company, New Brunswick Scientific Co., Inc., Attn: James T. Orcutt, President &
Chief Operating Officer, 44 Talmadge Road, P.O. Box 4005, Edison, New Jersey
08818-4005, (732) 287-1200.
                                     I-1
PART II

     INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

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

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

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

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

(d)     The Registrant's Quarterly Report on Form 10-Q for the quarter ended
July 1, 2006, filed on August 14, 2006.

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

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

ITEM  4.     DESCRIPTION  OF  SECURITIES

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND COUNSEL

     Not  applicable.

ITEM  6.     INDEMNIFICATION  OF DIRECTORS AND OFFICERS

     Section  14A:3-5  of the New Jersey Business Corporation Act (the "NJBCA"),
the Company's Certificate of Incorporation and By-Laws give the Registrant power
to indemnify each of its directors and officers against expenses and liabilities
in connection with any proceeding involving him by reason of his being or having
been  a  director  or  officer  if (a) he acted in good faith and in a manner he
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Registrant and (b) with respect to any criminal proceeding, he had no reasonable
cause  to  believe  his conduct was unlawful.  However, in a proceeding by or in
the right of the Registrant, there shall be no indemnification in respect of any
liabilities  or  expenses  if  the  officer or director shall have been adjudged
liable  to  the Registrant, unless and only to the extent that the court in such
proceeding  determines  upon  application  that  despite  the  adjudication  of
liability,  but  in  view  of  all  circumstances  of  the case, such officer or
director is fairly and reasonably entitled to indemnity for such expenses as the
                                      II-1
court  deems  proper.  Furthermore,  no  indemnification  shall be made to or on
behalf  of  a  director  or  officer  if  a judgment or other final adjudication
adverse  to  such director or officer establishes that his acts or omissions (a)
were  in  breach of his duty of loyalty to the Company and its stockholders, (b)
were not in good faith or involved a knowing violation of law or (c) resulted in
receipt  by  the director or officer of an improper personal benefit.  The NJBCA
defines  an act or omission in breach of a person's duty of loyalty as an act or
omission  which  that  person  knows  or  believes  to  be  contrary to the best
interests  of  the  Company  or  its stockholders in connection with a matter in
which  he  has  a  material  conflict  of interest.  If a director or officer is
successful  in a proceeding, the statute mandates that the Company indemnify him
against  expenses.

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  may  be  permitted  to  directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against  public  policy  as expressed in the Act and is therefore unenforceable.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED

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

ITEM  8.     EXHIBITS

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

ITEM  9.      UNDERTAKINGS

     The  undersigned  Registrant  hereby  undertakes:

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

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

(ii)     To  reflect  in  the  prospectus  any facts or events arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change  in the information set forth in the registration statement.
                                      II-2
(iii)     To  include  any  material  information  with  respect  to the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement;

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

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

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

4.     The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new Registration Statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

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

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Edison, State of New Jersey, on this 31 day of
August, 2006.

                                 NEW BRUNSWICK SCIENTIFIC CO., INC.
                                (Registrant)

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

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

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

SIGNATURE                 TITLE                               DATE
---------                 -----                               ----

/s/ David Freedman      Chairman of the Board,                August 31, 2006
                        Chief Executive Officer
                        (Principal Executive Officer)
                        and Director
David Freedman
--------------

/s/ Adele Lavender      Corporate Secretary                   August 31, 2006
Adele Lavender
--------------

/s/ Thomas Bocchino     Vice President, Finance,              August 31, 2006
                        Treasurer and Chief Financial
                        Officer (Principal Financial Officer
                        / Principal Accounting Officer)
Thomas Bocchino
---------------

/s/ James T. Orcutt     President, Chief Operating Officer     August 31, 2006
                        and Director
James T. Orcutt
---------------

/s/ Jerome Birnbaum     Director                               August 31, 2006
Dr. Jerome Birnbaum
-------------------
                                      II-4
/s/ Kenneth Freedman    Director                               August 31, 2006
Kenneth Freedman
----------------

/s/ Ernest Gross        Director                               August 31, 2006
Ernest Gross
------------

/s/ Joel Jaffe          Director                               August 31, 2006
Joel Jaffe
----------

/s/ David Pramer        Director                               August 31, 2006
Dr. David Pramer
----------------

/s/ Peter Schkeeper     Director                               August 31, 2006
Peter Schkeeper
---------------

Daniel S. Van Riper     Director                               August 31, 2006
Daniel S. Van Riper
-------------------
                                      II-5