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)

                  PLACESTATENEW BRUNSWICK SCIENTIFIC CO., INC.
                1999 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
                            (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 (3)  PER SHARE (4)             OFFERING PRICE (4)  FEE
Common Stock, $.0625 par value per share (1)  100,000         $7.46                     $746,000            $79.82
Common Stock, $.0625 par value per share (2)   17,255         $7.46                     $128,722            $13.77

</TABLE>




                               [GRAPHIC OMITED]


(1)     Consists of shares issuable under the New Brunswick Scientific Co., Inc.
1999  Stock  Option  Plan  For  Nonemployee  Directors  (the  "Plan").

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

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

(4)  Estimated solely for the purpose of calculating the registration fee.  Such
estimate  has been computed in accordance with Rule 457(c) and Rule 457(h) under
the  Securities Act based on the average high and low prices of the Registrant's
Common  Stock  as  reported  on  the  Nasdaq  Global  Market on August 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. 1999 Stock Option
Plan  For  Nonemployee  Directors  (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

             Reoffer  Prospectus                                         I-2

Item  3.     Incorporation  of  Documents  by  Reference                II-1

Item  4.     Description  of  Securities                                II-1

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

Item  6.     Indemnification  of  Directors  and  Officers              II-1

Item  7.     Exemption  from  Registration  Claimed                     II-2

Item  8.     Exhibits                                                   II-2

Item  9.     Undertakings                                               II-2







<PAGE>


                                     PART I

     INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

ITEM  1.     PLAN  INFORMATION1.  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 INFORMATION2.  REGISTRANT
INFORMATION  AND  PLAN  ANNUAL  INFORMATION

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






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


                          17,255 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  17,255  shares  of  Common Stock (par value $0.0625 share) of New
Brunswick  Scientific  Co.,  Inc.  (the  "Company")  acquired  by  the  Selling
Stockholders  under  the  Company's  1999  Stock  Option  Plan  For  Nonemployee
Directors.
     It  is  contemplated  that  offerings and sales by the Selling Stockholders
will  be made from time to time in market transactions directly to a marketmaker
or  through a broker at prevailing market prices or in negotiated transaction at
prevailing  market  prices  or  prices  related  to the prevailing market price.
     The  Common  Stock  is designated for quotation on the Nasdaq Global Market
under  the  symbol:  NBSC.



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











     The  date  of  this  Prospectus  is  August  31,  2006


                                     I-2
<PAGE>
     AVAILABLE  INFORMATION

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

     INCORPORATION  OF  CERTAIN  INFORMATION  BY  REFERENCE
     The  following  documents  are  hereby  incorporated  herein  by reference:

(a)     The Registrant's Current Reports on Form 8-K, filed January 11, 2006,
March 23, 2006, May 4, 2006, May 9, 2006, 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 Exchange
Act filed with the Commission on April 13, 1973, which incorporates by reference
the  information  under  "Common Stock" in the prospectus constituting a part of
the  Company's  Registration  Statement on Form S-1, as amended and effective on
March  14,  1972  (File  No.  2-42505).

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

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

                                     I-3
<PAGE>

                                  RISK FACTORS

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

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

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

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

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

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

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

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

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

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

FISHER  SCIENTIFIC  ACCOUNTED  FOR  13.8%,  16.0%  AND  15.9%,  RESPECTIVELY, OF
CONSOLIDATED  NET SALES DURING THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003.
A  SUBSIDIARY  OF  FISHER SCIENTIFIC MANUFACTURES PRODUCTS THAT COMPETE WITH THE
COMPANY'S  SHAKER  PRODUCTS.  A  SIGNIFICANT  CHANGE  OR  TERMINATION  IN  THE
DISTRIBUTION  AGREEMENT  WITH  FISHER SCIENTIFIC COULD HAVE AN ADVERSE AFFECT ON
RESULTS  OF  OPERATIONS.
                                     I-4
<PAGE>

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

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

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

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

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

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

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

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

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

     The  Company's  New  Jersey  manufacturing  employees  are  represented  by
District  15  of  the  International  Association of Machinists, AFL-CIO under a
contract  which  expires  in  December  2007.  The  Company  considers its labor
relations  to  be good.  However, if a strike, walkout or lockout occurred for a
significant  period  of  time,  it  could  have  an adverse affect on results of
operations
                                     I-5
<PAGE>

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

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

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

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

                                   THE COMPANY

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

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

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

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

                              SELLING STOCKHOLDERS

          The table below sets forth the names and present positions held by the
Selling  Stockholders  and the number of shares of Common Stock offered pursuant
to  this  prospectus.  Each of the Selling Shareholders is an "affiliate" of the
Company  and whose address is care of the Company at 44 Talmadge Road, P.O.  Box
4005,  Edison, New Jersey 08818-4005.  The shares of Common Stock offered by the
Selling Stockholders were acquired by them from time to time under the Company's
1999  Stock Option Plan For Nonemployee Directors (the "Plan") in a transactions
not  registered  under  the  Securities Act of 1933, as amended (the "Securities
                                     I-6
<PAGE>
Act"),  and  accordingly  constitute  "restricted securities" within the meaning
Rule  144  under  the Securities Act.  The Selling Stockholders may from time to
time  offer  all  or  part  of  the  shares in market transactions directly to a
marketmaker  or  through  a  broker at prevailing market prices or in negotiated
transaction  at  prevailing  market  prices  or prices related to the prevailing
market  price.  The  Company  will pay all expenses of preparing and reproducing
this  prospectus,  but  will not receive any part of the proceeds of the sale of
any  such  shares.  The  Selling  Stockholders  will  pay  any and all brokerage
commissions  charged  to  sellers  in  connection  with  such  sales.


Name                     Present  Position  with  Company               No.  of
----                     --------------------------------               -------
Shares
------

Dr. Jerome Birnbaum               Director                               10,600
Daniel S. Van Riper               Director                                6,655



     LEGAL  MATTERS

     The  legality  of  the shares of Common Stock being offered has been passed
upon  by Norris, McLaughlin & Marcus, P.A., 721 Route 202-206, addressStreetP.O.
Box  1018,  CitySomerville,  StateNew  Jersey  PostalCode08876-1018.

     EXPERTS

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

     USE  OF  PROCEEDS

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

     INDEMNIFICATION

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

     The  By-Laws  provide  that  the  Company  shall indemnify each officer and
director of the Company (and each officer and director of another entity who was
serving  at  the request of the Company) who is a party to, or is threatened  to
be  made  a  party  to,  any  threatened,  pending or completed action, suit, or
proceeding,  whether  civil, criminal, administrative, or investigative, against
expenses  (including  attorneys'  fees),  judgments,  fines, and amounts paid in
settlement,  actually  and  reasonably  incurred in connection with such action,
suit  or  proceeding,  to the fullest extend permitted by law.  The By-Laws also
                                     I-7
<PAGE>
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.


                                     I-8
<PAGE>
                                     PART II

          INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE


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

(a)     The Registrant's Current Reports on Form 8-K, filed January 11, 2006,
March 23, 2006, May 4, 2006, May 9, 2006, 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
                                      II-1
<PAGE>
liability,  but  in  view  of  all  circumstances  of  the case, such officer or
director is fairly and reasonably entitled to indemnity for such expenses as the
court  deems  proper.  Furthermore,  no  indemnification  shall be made to or on
behalf  of  a  director  or  officer  if  a judgment or other final adjudication
adverse  to  such director or officer establishes that his acts or omissions (a)
were  in  breach of his duty of loyalty to the Company and its stockholders, (b)
were not in good faith or involved a knowing violation of law or (c) resulted in
receipt  by  the director or officer of an improper personal benefit.  The NJBCA
defines  an act or omission in breach of a person's duty of loyalty as an act or
omission  which  that  person  knows  or  believes  to  be  contrary to the best
interests  of  the  Company  or  its stockholders in connection with a matter in
which  he  has  a  material  conflict  of interest.  If a director or officer is
successful  in a proceeding, the statute mandates that the Company indemnify him
against  expenses.

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

     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  31st 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, Treasurer     August 31, 2006
                        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
---------------

/s/ Daniel S. Van Riper Director                              August  31, 2006
Daniel S. Van Riper
-------------------


                                      II-5
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "forms81999stkoptplannonempdi.txt", "description": "FORM S-8 1999 STK OPT PLAN NONEMPLOYEE DIRECTORS", "secsgml_size_bytes": 47820}]
{"company-data": {"conformed-name": "NEW BRUNSWICK SCIENTIFIC CO INC", "cik": "0000071241", "assigned-sic": "3821", "irs-number": "221630072", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-137047", "film-number": "061070040"}, "business-address": {"street1": "44 TALMADGE RD", "street2": "PO BOX 4005", "city": "EDISON", "state": "NJ", "zip": "08818-4005", "phone": "9082871200"}, "mail-address": {"street1": "44 TALMADGE ROAD", "street2": "PO BOX 4005", "city": "EDISON", "state": "NJ", "zip": "08818-4005"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 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)

                  PLACESTATENEW BRUNSWICK SCIENTIFIC CO., INC.
                1999 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
                            (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 (3)  PER SHARE (4)             OFFERING PRICE (4)  FEE
Common Stock, $.0625 par value per share (1)  100,000         $7.46                     $746,000            $79.82
Common Stock, $.0625 par value per share (2)   17,255         $7.46                     $128,722            $13.77
[GRAPHIC OMITED]

(1)     Consists of shares issuable under the New Brunswick Scientific Co., Inc.
1999  Stock  Option  Plan  For  Nonemployee  Directors  (the  "Plan").

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

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

(4)  Estimated solely for the purpose of calculating the registration fee.  Such
estimate  has been computed in accordance with Rule 457(c) and Rule 457(h) under
the  Securities Act based on the average high and low prices of the Registrant's
Common  Stock  as  reported  on  the  Nasdaq  Global  Market on August 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. 1999 Stock Option
Plan  For  Nonemployee  Directors  (the  "Plan") and (ii) shares of Common Stock
acquired under the Plan that that are restricted securities which may be offered
and  sold  from  time  to time by the purchasers thereof pursuant to the reoffer
prospectus  included  herewith  (the  "Reoffer  Prospectus").
TABLE OF CONTENTS

Item  1.     Plan  Information                                           I-1

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

             Reoffer  Prospectus                                         I-2

Item  3.     Incorporation  of  Documents  by  Reference                II-1

Item  4.     Description  of  Securities                                II-1

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

Item  6.     Indemnification  of  Directors  and  Officers              II-1

Item  7.     Exemption  from  Registration  Claimed                     II-2

Item  8.     Exhibits                                                   II-2

Item  9.     Undertakings                                               II-2
PART I

     INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

ITEM  1.     PLAN  INFORMATION1.  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 INFORMATION2.  REGISTRANT
INFORMATION  AND  PLAN  ANNUAL  INFORMATION

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

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

                          17,255 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  17,255  shares  of  Common Stock (par value $0.0625 share) of New
Brunswick  Scientific  Co.,  Inc.  (the  "Company")  acquired  by  the  Selling
Stockholders  under  the  Company's  1999  Stock  Option  Plan  For  Nonemployee
Directors.
     It  is  contemplated  that  offerings and sales by the Selling Stockholders
will  be made from time to time in market transactions directly to a marketmaker
or  through a broker at prevailing market prices or in negotiated transaction at
prevailing  market  prices  or  prices  related  to the prevailing market price.
     The  Common  Stock  is designated for quotation on the Nasdaq Global Market
under  the  symbol:  NBSC.

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

     The  date  of  this  Prospectus  is  August  31,  2006

                                     I-2
AVAILABLE  INFORMATION

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

     INCORPORATION  OF  CERTAIN  INFORMATION  BY  REFERENCE
     The  following  documents  are  hereby  incorporated  herein  by reference:

(a)     The Registrant's Current Reports on Form 8-K, filed January 11, 2006,
March 23, 2006, May 4, 2006, May 9, 2006, 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 Exchange
Act filed with the Commission on April 13, 1973, which incorporates by reference
the  information  under  "Common Stock" in the prospectus constituting a part of
the  Company's  Registration  Statement on Form S-1, as amended and effective on
March  14,  1972  (File  No.  2-42505).

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

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

                                     I-3
RISK FACTORS

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

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

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

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

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

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

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

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

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

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

FISHER  SCIENTIFIC  ACCOUNTED  FOR  13.8%,  16.0%  AND  15.9%,  RESPECTIVELY, OF
CONSOLIDATED  NET SALES DURING THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003.
A  SUBSIDIARY  OF  FISHER SCIENTIFIC MANUFACTURES PRODUCTS THAT COMPETE WITH THE
COMPANY'S  SHAKER  PRODUCTS.  A  SIGNIFICANT  CHANGE  OR  TERMINATION  IN  THE
DISTRIBUTION  AGREEMENT  WITH  FISHER SCIENTIFIC COULD HAVE AN ADVERSE AFFECT ON
RESULTS  OF  OPERATIONS.
                                     I-4
Since 1990, Fisher Scientific has been the exclusive distributor of certain
products  manufactured  by  the  Company.  In  2005,  Fisher  Scientific and the
Company  renewed their distributorship agreement.  While Fisher is the exclusive
U.S.  distributor  for certain of the Company's shakers, the Company markets and
sells  its  INNOVA  shakers  and  other products on a direct basis.  Fisher also
distributes  a  few selected INNOVA models and is the exclusive U.S. distributor
of  the  Company's CO2 incubators, although the Company sells its CO2 incubators
directly  as  well.  Fisher Scientific is also the exclusive distributor for the
Company's  C-Line  shakers  in  certain  European  countries  and  has a broader
distribution arrangement with the Company in Canada and France.  A subsidiary of
Fisher  Scientific  also  manufactures  products that compete with the Company's
shaker  products. Fisher Scientific accounted for approximately 13.8%, 16.0% and
15.9%,  respectively,  of consolidated net sales during the years ended December
31,  2005,  2004  and  2003.  Should a significant change or termination of this
agreement  occur this could have an adverse affect on the results of operations.

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

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

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

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

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

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

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

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

     The  Company's  New  Jersey  manufacturing  employees  are  represented  by
District  15  of  the  International  Association of Machinists, AFL-CIO under a
contract  which  expires  in  December  2007.  The  Company  considers its labor
relations  to  be good.  However, if a strike, walkout or lockout occurred for a
significant  period  of  time,  it  could  have  an adverse affect on results of
operations
                                     I-5
THE  COMPANY  COULD BE EXPOSED TO INCREASED COSTS AND RISKS ASSOCIATED WITH
COMPLYING  WITH  INCREASING  AND  NEW  REGULATIONS  OF  CORPORATE GOVERNANCE AND
DISCLOSURE  STANDARDS.

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

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

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

                                   THE COMPANY

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

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

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

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

                              SELLING STOCKHOLDERS

          The table below sets forth the names and present positions held by the
Selling  Stockholders  and the number of shares of Common Stock offered pursuant
to  this  prospectus.  Each of the Selling Shareholders is an "affiliate" of the
Company  and whose address is care of the Company at 44 Talmadge Road, P.O.  Box
4005,  Edison, New Jersey 08818-4005.  The shares of Common Stock offered by the
Selling Stockholders were acquired by them from time to time under the Company's
1999  Stock Option Plan For Nonemployee Directors (the "Plan") in a transactions
not  registered  under  the  Securities Act of 1933, as amended (the "Securities
                                     I-6
Act"),  and  accordingly  constitute  "restricted securities" within the meaning
Rule  144  under  the Securities Act.  The Selling Stockholders may from time to
time  offer  all  or  part  of  the  shares in market transactions directly to a
marketmaker  or  through  a  broker at prevailing market prices or in negotiated
transaction  at  prevailing  market  prices  or prices related to the prevailing
market  price.  The  Company  will pay all expenses of preparing and reproducing
this  prospectus,  but  will not receive any part of the proceeds of the sale of
any  such  shares.  The  Selling  Stockholders  will  pay  any and all brokerage
commissions  charged  to  sellers  in  connection  with  such  sales.

Name                     Present  Position  with  Company               No.  of
----                     --------------------------------               -------
Shares
------

Dr. Jerome Birnbaum               Director                               10,600
Daniel S. Van Riper               Director                                6,655

     LEGAL  MATTERS

     The  legality  of  the shares of Common Stock being offered has been passed
upon  by Norris, McLaughlin & Marcus, P.A., 721 Route 202-206, addressStreetP.O.
Box  1018,  CitySomerville,  StateNew  Jersey  PostalCode08876-1018.

     EXPERTS

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

     USE  OF  PROCEEDS

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

     INDEMNIFICATION

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

     The  By-Laws  provide  that  the  Company  shall indemnify each officer and
director of the Company (and each officer and director of another entity who was
serving  at  the request of the Company) who is a party to, or is threatened  to
be  made  a  party  to,  any  threatened,  pending or completed action, suit, or
proceeding,  whether  civil, criminal, administrative, or investigative, against
expenses  (including  attorneys'  fees),  judgments,  fines, and amounts paid in
settlement,  actually  and  reasonably  incurred in connection with such action,
suit  or  proceeding,  to the fullest extend permitted by law.  The By-Laws also
                                     I-7
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.

                                     I-8
PART II

          INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

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

(a)     The Registrant's Current Reports on Form 8-K, filed January 11, 2006,
March 23, 2006, May 4, 2006, May 9, 2006, 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
                                      II-1
liability,  but  in  view  of  all  circumstances  of  the case, such officer or
director is fairly and reasonably entitled to indemnity for such expenses as the
court  deems  proper.  Furthermore,  no  indemnification  shall be made to or on
behalf  of  a  director  or  officer  if  a judgment or other final adjudication
adverse  to  such director or officer establishes that his acts or omissions (a)
were  in  breach of his duty of loyalty to the Company and its stockholders, (b)
were not in good faith or involved a knowing violation of law or (c) resulted in
receipt  by  the director or officer of an improper personal benefit.  The NJBCA
defines  an act or omission in breach of a person's duty of loyalty as an act or
omission  which  that  person  knows  or  believes  to  be  contrary to the best
interests  of  the  Company  or  its stockholders in connection with a matter in
which  he  has  a  material  conflict  of interest.  If a director or officer is
successful  in a proceeding, the statute mandates that the Company indemnify him
against  expenses.

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

     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  31st 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, Treasurer     August 31, 2006
                        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
---------------

/s/ Daniel S. Van Riper Director                              August  31, 2006
Daniel S. Van Riper
-------------------

                                      II-5