Reg No. 333-
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                            ------------------------

                           BARRINGER TECHNOLOGIES INC.
             (Exact name of registrant as specified in its charter)

  Delaware 84-0720473
(State or other jurisdiction                                (I.R.S. employer
of incorporation or organization)                         identification number)

                 219 South Street, Murray Hill, New Jersey 07974
               (Address of principal executive offices; zip code)
                            ------------------------

               1990 Stock Option Plan and Stock Option Agreements
                            (Full title of the plan)

                                Stanley S. Binder
                           Barringer Technologies Inc.
                 219 South Street, Murray Hill, New Jersey 07974
                                 (908) 665-8200
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                             John D. Hogoboom, Esq.
                Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (201) 992-8700
                            ------------------------

<TABLE>
<CAPTION>

                         Calculation of Registration Fee
------------------------ ---------------------- ----------------------- ----------------------- ----------------------
<S>                           <C>               <C>                     <C>                       <C>  
                                                    Proposed                Proposed
Title of Securities           Amount to be      Maximum Offering          Maximum Aggregate            Amount of
to be Registered               Registered        Price per Share (2)    Offering Price (2)        Registration Fee
------------------------ ---------------------- ----------------------- ----------------------- ----------------------
Common Stock, par
value $.01 per share            437,875           $ 10.375               $4,542,954               $ 1,377
                              shares (1)                               
------------------------ ---------------------- ----------------------- ----------------------- ----------------------
</TABLE>

(1) Plus such additional  shares of Common Stock as may be issuable  pursuant to
the  anti-dilution  provisions  of the  Company's  1990  Stock  Option  Plan and
individual  stock  option  agreements  made  between  the  Company  and  certain
employees and  non-employee  directors of the Company,  as described  more fully
herein.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule  457(c) and (h) of the  Securities  Act of 1933,  based upon a
price of $ 10.375  per  share,  which was the  average of the high and low sales
prices of the Common Stock as reported on the NASDAQ  National  Market System on
April 18, 1997.


<PAGE>


           PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  documents  containing  the  information  specified  in  Part I of this
Registration Statement,  which together constitute the prospectus to be used for
offers  of up to  437,875  shares  of common  stock,  par  value  $.01 per share
("Common Stock"),  of Barringer  Technologies Inc. (the "Company") in connection
with the  Company's  1990 Stock  Option Plan (the "Plan") and  individual  stock
option   agreements   made  between  the  Company  and  certain   employees  and
non-employee directors of the Company (the "Agreements"),  will be sent or given
to such persons as specified by Rule 428 (b)(1). Such documents are not required
to be and are not  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as prospectuses
or  prospectus  supplements  pursuant  to  Rule  424.  These  documents  and the
documents  incorporated by reference in this Registration  Statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that
meets the  requirements  of  Section  10(a) of the  Securities  Act of 1933,  as
amended (the "Securities Act").

     The  following  reoffer  prospectus  filed  as part  of  this  Registration
Statement  has been prepared in accordance  with the  requirements  of Part I of
Form S-3 and,  pursuant to General  Instruction  C of Form S-8,  may be used for
reofferings and resales of Common Stock to be acquired, pursuant to the Plan and
the Agreements, respectively, by Selling Securityholders (as defined therein and
to be named in prospectus  supplements) that may be deemed to be "affiliates" of
the Company as defined pursuant to Rule 405 under the Securities Act of 1933, as
amended,  and by certain unnamed  "non-affiliates" of the Company,  each of whom
may  sell up to 1,000  shares  of  Common  Stock  under  the  following  reoffer
prospectus in accordance with General Instruction C(3)(b) of Form S-8.


<PAGE>



                               REOFFER PROSPECTUS

                                 392,000 Shares

                           BARRINGER TECHNOLOGIES INC.

                          Common Stock (par value $.01)

     This Prospectus  relates to 392,000 shares of common stock,  par value $.01
per share ("Common Stock"), of Barringer Technologies Inc. (the "Company") to be
offered   and  sold  from  time  to  time  for  the   accounts  of  the  Selling
Securityholders  set  forth  herein,  certain  of  whom  may  be  deemed  to  be
"affiliates"  of the Company as defined under Rule 405 under the  Securities Act
of 1933, as amended (the "Act") and by certain unnamed  "non-affiliates"  of the
Company,  each of whom may sell up to 1,000 shares of Common Stock  hereunder in
accordance  with  General   Instruction   c(3)(b)  of  Form  S-8  (the  "Selling
Securityholders").

     The shares of Common  Stock  being  offered  hereby  were  acquired  by the
Selling  Securityholders  pursuant to the Company's  1990 Stock Option Plan (the
"Plan") and individual stock option  agreements  between the Company and certain
employees and non-employee  directors of the Company (the  "Agreements") and may
be sold from time to time to purchasers  pursuant to this Prospectus.  See "Plan
of Distribution".

     The  Company  will not  receive  any of the  proceeds  from the sale of the
Common Stock by the Selling  Securityholders.  The net proceeds from the sale of
the Common  Stock will be paid  directly  to the  Selling  Securityholders.  The
Company will receive net proceeds of approximately $725,000 upon the issuance of
the Common  Stock  covered  hereby in  connection  with the  exercise of options
granted pursuant to the Plan and the Agreements, respectively. Such net proceeds
will be added to the  Company's  working  capital  and will be used for  general
corporate  purposes.  The Company estimates that its expenses in connection with
the offering of the Common Stock will be approximately $25,000.

     The  Selling  Securityholders  may,  from time to time,  offer and sell the
Common Stock being offered hereby in the over-the-counter  market, in negotiated
transactions,  or  otherwise,  at  prices  then  prevailing  or  related  to the
then-current  market price or at  negotiated  prices.  The Common Stock  offered
hereby may be sold directly by the Selling  Securityholder  or through agents or
broker-dealers  acting as  principal  or agent,  or in block trades or by one or
more underwriters. See "Plan Of Distribution."

     On  April  18,  1997,  the  last  sale  price  of the  Common  Stock in the
over-the-counter market as reported on The NASDAQ National Market System (symbol
BARR) was $10.25 per share.

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

     See "Risk Factors" on page 3 for certain factors which should be considered
by prospective purchasers of the shares of Common Stock offered hereby.

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

            The date of this Prospectus is April 21, 1997.


<PAGE>


                              AVAILABLE INFORMATION

     The Company is subject to the  information  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  information  filed by the Company  with the  Commission  can be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at Room 1024, 450 Fifth Street,  NW,  Washington,  D.C. 20549; and at
the  Commission's  Regional  Offices at 500 West Madison,  Suite 1400,  Chicago,
Illinois  60661 and at 7 World  Trade  Center,  Suite 1300,  New York,  New York
10048. Copies of such material can be obtained from the Public Reference Section
of the Commission at its principal  office at Room 1024,  450 Fifth Street,  NW,
Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web site
that contains  reports,  proxy and information  statements and other information
regarding  issuers,  such as the  Company,  that  file  electronically  with the
Commission  and the address of such Web site is  http://www.sec.gov.  The Common
Stock is included in The NASDAQ  National  Market  System under the symbol BARR,
and reports, proxy statements and other information regarding the Company can be
inspected at the offices of the National Association of Securities Dealers, Inc.
at 33 Whitehall Street, 10th Floor, New York, New York 10004.

     The Company has filed with the Commission a Registration  Statement on Form
S-8 (together with all amendments thereto,  the "Registration  Statement") under
the Securities Act of which this  Prospectus is a part. This Prospectus does not
contain  all of the  information  set forth in the  Registration  Statement  and
exhibits thereto, certain portions of which have been omitted in accordance with
the rules and  regulations  of the  Commission.  For  further  information  with
respect to the Company and the Common Stock offered hereby, reference is made to
the Registration  Statement and related exhibits and to documents filed with the
Commission.  Any statements  contained  herein  concerning the provisions of any
document are not necessarily  complete and, in each instance,  reference is made
to the copy of such document filed as an exhibit to the Registration  Statement.
Each such  statement is qualified in its entirety by such  reference.  Copies of
the  Registration  Statement and the exhibits thereto are on file at the offices
of the Commission and may be obtained, upon payment of the fee prescribed by the
Commission, or may be examined without charge at the public reference facilities
of the Commission described above.

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


                       DOCUMENTS INCORPORATED BY REFERENCE

     The  following  documents,  which have been filed by the  Company  with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference in
this Prospectus:

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

          (ii) The  description  of the Common Stock set forth in the  Company's
Registration  Statement  filed on Form 8-A and any amendment or report filed for
the purpose of updating such description.

     All documents filed by the Company pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange  Act after the date of this  Prospectus  and prior to the
completion of the offering of the  securities  covered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of  filing  of such  documents.  Any  statement  contained  herein  or in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  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 statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Prospectus.

     The Company hereby  undertakes to provide,  without charge, to each person,
including  any  beneficial  owner,  to whom a copy of this  Prospectus  has been
delivered, upon the written or oral request of any such person, a copy of any or
all  of the  documents  referred  to  above  under  "Documents  Incorporated  by
Reference"  (other than  exhibits to such  documents  unless such  exhibits  are
specifically  incorporated  by reference in such  documents).  Requests for such
copies should be directed to: Barringer Technologies Inc., 219 South Street, New
Providence,  New  Jersey  07974,  Attention:   Secretary  (telephone  no.  (908)
665-8200).

                           FORWARD-LOOKING STATEMENTS

     This Prospectus  contains,  or  incorporates by reference,  forward-looking
statements  within the meaning of Section 27A of the  Securities Act and Section
21E of the Exchange Act. Such  statements  include,  but are not limited to, the
anticipated  growth in the  demand for the  Company's  products,  the  Company's
opportunities to increase sales through,  among other things, the development of
new  applications,  markets and the extension of its  IONSCAN(R)  products,  the
development of new IONSCAN(R) products, the probability of the Company's success
in the  sales  of its  IONSCAN(R)  products  in  current  markets,  governmental
regulations and directives changing security requirements.

     Forward-looking   statements   are   inherently   subject   to  risks   and
uncertainties,  many of which can not be  predicted  with  accuracy  and some of
which might not even by anticipated. Future events and actual results, financial
and otherwise,  could differ  materially from those set forth in or contemplated
by the  forward-looking  statements  contained herein or incorporated  herein by
reference.  Important factors that could contribute to such differences include,
but are not limited to, those set forth under "Risk Factors"  below,  the effect
of economic  and market  conditions,  the impact of both  foreign  and  domestic
governmental  budgeting  decisions and the timing of governmental  expenditures,
the  effects of  competition,  the  reliance  of the  Company on its  IONSCAN(R)
products,  and the ability of the Company to successfully develop and market new
product  applications.  Subsequent written and oral  forward-looking  statements
attributable  to the  Company  or persons  acting on its  behalf  are  expressly
qualified in their  entirety by the  cautionary  statements  in this  paragraph,
under the  caption,  "Risk  Factors",  set forth  below  and  elsewhere  in this
Prospectus

                                  RISK FACTORS

     Prospective   purchasers  should  carefully  consider  the  following  risk
factors,  in addition to the other  information  contained  or  incorporated  by
reference  in this  Prospectus,  before  purchasing  the shares of Common  Stock
offered hereby:

History of Losses; Cash Constraints

     The Company  sustained net losses of $2,565,000  and $827,000 for the years
ended December 31, 1994 and 1995,  respectively,  and had an accumulated deficit
of $14,522,000 at December 31, 1996.  Although the Company  generated net income
of $2,059,000 for the year ended December 31, 1996, the Company used  $1,447,000
of cash in  operations  during  such  period as a result of the need for working
capital to support  higher  levels of accounts  receivable  and  inventory.  The
Company's history of losses and its failure to generate positive  operating cash
flow have resulted in significant cash shortages from time to time.  However, as
a result of the  Company's  November  1996  public  offering  and the  Company's
improved   profitability,   management  believes  that  the  Company  will  have
sufficient  cash to fund its  working  capital  requirements  and to execute its
growth plans for at least twelve months.

Dependence on and Effects of Governmental Regulation

     The  Company's  business is  dependent  upon  purchases of  IONSCAN(R)s  by
governmental   agencies.   While  the  Company  believes  that  certain  of  its
governmental  customers  will continue to purchase  IONSCAN(R)s  for  explosives
detection and drug interdiction  applications,  growth in the Company's business
will be driven in part by the adoption of  regulations  or  requirements  in the
aviation security market resulting in the use of enhanced  explosives  detection
systems,  including trace particle detection  equipment.  As a result of certain
government initiatives in the United States,  including the recent report of the
Aviation  Safety and Security  Commission (the "Gore  Commission"),  the Company
anticipates that such regulations or requirements  will be adopted in the United
States in the near  future.  Among other  things,  the initial  Gore  Commission
report recommended that the government  purchase enhanced  explosives  detection
equipment for  deployment at certain  United States  airports.  In October 1996,
Congress appropriated  approximately $1.1 billion to fund certain anti-terrorist
programs in fiscal 1997, including the initial recommendations  contained in the
Gore Commission  report.  It is anticipated that  approximately  $144,000,000 of
such  appropriation  will be  used to  purchase  enhanced  explosives  detection
equipment.  There can be no  assurance  that  funding  for the  purchase of such
equipment  will be  continued  in  subsequent  fiscal  years or as to the  level
thereof.   While  the  recent  government   initiatives  have  contemplated  the
deployment of trace particle  detection  equipment,  such as the  IONSCAN(R),  a
substantial  amount of the appropriated funds will be used to purchase equipment
utilizing  other  technologies,  such as  CATSCAN,  enhanced  X-ray,  quadropole
resonance and other imaging techniques.  Accordingly,  there can be no assurance
as to the amount that will ultimately be spent on the purchase of trace particle
detection  equipment or as to the number of  IONSCAN(R)s  that will  actually be
purchased. In addition,  there can be no assurance that the IONSCAN(R) will meet
any  certification or other  requirements that may be adopted in connection with
such initiatives.

     The Company  anticipates  that the  aviation  security  market will undergo
significant technological changes in the future. As part of its oversight of the
domestic  aviation  industry,  the Federal Aviation  Administration  (the "FAA")
sponsors  research in the area of enhanced  explosives  detection  technologies.
During the last five years, the FAA has spent approximately $150,000,000 on such
research and development  activities.  The FAA's sponsorship covers a wide range
of areas, such as imaging technologies,  individual passenger screening systems,
development of  bomb-resistant  containers and trace detection methods including
those developed by the Company as well as by other entities. The Gore Commission
recommended dramatically increasing the amount spent on research and development
of enhanced  explosives  detection  technologies and Congress recently increased
the FAA's budget for such research and development activities in fiscal 1997. As
a result of these initiatives,  the Company anticipates that new technology will
be introduced into the aviation market in the future. While the Company believes
that its  IONSCAN(R)  functions  at a  state-of-the-art  level,  there can be no
assurance that the Company will be able to maintain its present position in this
market.

Government and Other Procurement Policies

     The  Company's  principal  customers  are  governmental  agencies  and  law
enforcement  entities that are subject to budgetary  processes  and  expenditure
constraints.  Budgetary  allocations for detection  equipment are dependent,  in
part, upon  governmental  policies which fluctuate from time to time in response
to political and other factors. A reduction of funding for drug interdiction and
security efforts could  materially and adversely affect the Company's  business,
financial condition and results of operations.

     Moreover,  although  the  Company's  sales  are  not  seasonal  in  nature,
governmental agencies and certain of the Company's other customers expend unused
budgeted  funds  at the  end of  their  respective  fiscal  years,  causing  the
Company's sales to be higher during such periods.  Since the Company  recognizes
substantially  all of the  revenue  from a sale  upon  shipment,  and  since the
recognition  of  revenue  from  the  sale  of  relatively  few  IONSCAN(R)s  may
substantially  impact the Company's  profitability during any period, the impact
of these budgetary considerations on the delivery date of a relatively few units
could significantly affect the Company's quarterly results.

Dependence on IONSCAN(R) and Market Acceptance

     The  Company's  future  profitability  is  substantially  dependent  on the
Company's  ability to  successfully  market the  IONSCAN(R).  While the  Company
believes that significant markets exist for its IONSCAN(R) technology, there can
be no assurance  that such  markets will develop as the Company  expects or that
the Company will be able to  capitalize on such market  development.  Similarly,
there can be no assurance that any markets that do develop will be sustained.

Dependence on New Product Development; Technological Advancement

     The Company's  success is dependent upon its ability to continue to enhance
the  IONSCAN(R)  and to develop and introduce in a timely manner new  IONSCAN(R)
products  that  incorporate  technological  advances,  keep pace  with  evolving
industry  standards  and  respond  to  customer  requirements.  There  can be no
assurance  that the Company  will be  successful  in  developing  and  marketing
enhancements  to the IONSCAN(R) or new IONSCAN(R)  products on a timely basis or
that  any new or  enhanced  IONSCAN(R)  products  will  adequately  address  the
changing needs or preferences  of the  marketplace.  If the Company is unable to
develop  and  introduce  new  products  or  enhancements  in a timely  manner in
response to changing market conditions or customer  requirements,  the Company's
business and operating results would be materially adversely affected.

     In  addition,  from time to time,  the Company or its present or  potential
competitors may announce new products,  capabilities  or technologies  that have
the  potential  to replace or shorten the life spans of the  Company's  existing
products.  Announcements  of  currently  planned or other new products may cause
customers to delay their purchasing  decisions in anticipation of such products,
as occurred in late 1994 when the Company  introduced the Model 400  IONSCAN(R).
Such delays  could have a material  adverse  effect on the  Company's  business,
results of operations and financial condition.

Lack of Proprietary Technology

     The Company believes that its  implementation of ion mobility  spectrometry
("IMS") technology in the IONSCAN(R) is proprietary to the Company.  The Company
has an exclusive  license from the Canadian  government  for certain  technology
used in the  IONSCAN(R).  In  addition,  the  Company  has a number  of  patents
covering certain aspects of the IONSCAN(R). However, the basic IMS technology is
not proprietary and is available in the public domain. Accordingly,  present and
potential  competitors could use such technology to duplicate the performance of
the IONSCAN(R).  However,  the Company believes that such competitors  could not
readily  replicate the  IONSCAN(R)'s  performance  and that any attempt to do so
would require substantial time and resources.

Competition

     The  Company  competes  with  other  entities,   a  number  of  which  have
significantly greater financial, marketing and other resources than the Company.
In particular, the Company competes for governmental expenditures with equipment
manufacturers  utilizing  other  types  of  detection  technologies,   including
computer aided tomography ("CATSCAN"),  enhanced X-ray and quadropole resonance,
as well as with  manufacturers  of other IMS equipment and  manufacturers  using
other trace particle  detection  technologies,  such as gas  chromatography  and
chemiluminescence.  As a result of recent governmental initiatives,  the Company
anticipates that additional  technologies,  including improved IMS technologies,
will be developed and that new  competitors  will enter the  Company's  markets.
While  the  Company  believes  that it  competes  effectively  in its  principal
markets,  there  can  be  no  assurance  that  the  Company  will  maintain  its
competitive position.

Retention of and Dependence on Key Personnel

     The  Company's  success will depend,  in part, on its ability to retain the
services of its key personnel,  including  management and scientific  employees,
who are and will continue to be  instrumental  in the development and management
of the  Company's  business.  Although the Company has entered  into  employment
agreements  with its Chief  Executive  Officer and  certain of its other  senior
executives,  the  loss  of the  services  of one or more  of the  Company's  key
employees could have a material adverse effect on the Company.

Warranty Claims

     The Company generally  provides a one-year parts and labor warranty on each
IONSCAN(R).  Although  the  Company  has not  experienced  significant  warranty
claims,  there can be no  assurance  that such claims  will not  increase as the
Company's  sales increase.  A material  increase in warranty claims could have a
material  adverse  effect on the Company's  business,  results of operations and
financial condition.

Potential Product Liability Insurance Limits

     The Company currently  maintains product liability  insurance in the amount
of $5 million per  occurrence.  The Company's  insurance  policy covers  certain
claims and the cost of legal fees involved in the defense of such claims,  which
are either  covered under the policy or alleged in such a manner so as to invoke
the  insurer's  duty to defend the Company.  No  significant  product  liability
claims have been  asserted  or, to the  knowledge of the  Company's  management,
threatened  against  the  Company to date.  The Company  believes  that,  as the
Company  distributes  more products into the marketplace and expands its product
lines,  the  Company's  exposure  to  potential  product  liability  claims  and
litigation  arising from  injuries  and other  damages  allegedly  caused by the
improper  functioning  or design of its  IONSCAN(R)  products will occur and may
increase.  There  can be no  assurance  that  the  Company's  current  level  of
insurance  will be  sufficient to protect the business and assets of the Company
from all claims, nor can any assurance be given that the Company will be able to
maintain the existing coverage or additional coverage at commercially reasonable
rates. To the extent product  liability losses are beyond the limits or scope of
the Company's  insurance  coverage,  the Company  could  experience a materially
adverse effect on its business, results of operations and financial condition.

Currency Fluctuations

     A portion of the Company's revenues and expenses are denominated in foreign
currencies.  As a result, the Company is exposed to a certain degree of exchange
rate risk. The Company  currently does not regularly hedge its foreign  exchange
exposure. To date, the Company has not experienced any material loss as a result
of currency  fluctuations.  However,  there can be no assurance that the Company
will not  experience  material  losses in the  future  as a result  of  currency
fluctuations.

Dilution

     As of April 15, 1997,  the Company had  outstanding  options,  warrants and
convertible  securities  which  were  exercisable  for or  convertible  into  an
aggregate of 1,528,060  shares of Common  Stock.  Any exercise or  conversion of
such securities  will, in all  likelihood,  take place at a time when the market
price of the Common  Stock is higher  than the  exercise  or  conversion  prices
thereof.  As a result,  investors in the Common Stock  offered  hereby may incur
substantial dilution of their investments.

Certain Charter Provisions

     The Company  currently has 7,000,000  shares of Common Stock authorized for
issuance,  of which  5,437,893  shares of Common Stock were  outstanding,  as of
April 15, 1997. An additional  1,528,060 shares of Common Stock will be reserved
for issuance upon the  conversion or exercise of  outstanding  securities of the
Company.  The Company is seeking stockholder approval at its 1997 annual meeting
of  stockholders to increase the number of shares of Common Stock the Company is
authorized to issue. In the event that the authorized number of shares of Common
Stock is not  increased,  the Company's  ability to issue  additional  shares of
capital  stock,   including  in  connection  with  acquisitions  and  subsequent
financings, would be significantly restricted.

     The Company's Certificate of Incorporation, as amended (the "Certificate of
Incorporation"),  contains  provisions  which require the favorable  vote of the
holders of not less than 80% of the  outstanding  shares of Common Stock for the
approval of any merger,  consolidation or other combination with, or sale, lease
or exchange of all or substantially all of the assets of the Company to, another
entity  holding  more  than  10%  of the  Company's  outstanding  voting  equity
securities or any affiliate of such entity.  These  provisions  could discourage
potential  acquisition  proposals,  delay or  prevent a change in control of the
Company and limit the price that  certain  investors  might be willing to pay in
the future for shares of the Common Stock.

     The Board of  Directors  of the  Company is  empowered  to issue  shares of
preferred stock without  stockholder action. The existence of this "blank check"
preferred  stock could render more  difficult or discourage an attempt to obtain
control of the  Company by means of a tender  offer,  merger,  proxy  contest or
otherwise and may  adversely  affect the  prevailing  market price of the Common
Stock.  The  Company  currently  has no  plans  to issue  additional  shares  of
preferred stock. In addition,  Section 203 of the Delaware  General  Corporation
Law prohibits  certain persons from engaging in business  combinations  with the
Company.

                                   THE COMPANY

     Barringer  Technologies Inc. (the "Company") is principally  engaged in the
design, development, manufacture and sale of analytical instruments used for the
high sensitivity  detection of trace amounts of plastic and other explosives and
illegal  narcotics.  The  Company's  principal  product,  the  IONSCAN(R),  is a
portable,  desk-top instrument that utilizes a proprietary implementation of IMS
technology  to  determine  the  presence or absence of targeted  compounds  in a
sample.  The IONSCAN(R) can detect  targeted  substances in amounts smaller than
one-billionth of a gram in approximately six seconds.

     The  Company's  customers  are  primarily  governmental,  security  and law
enforcement  agencies  throughout  the world,  including  the Federal  Bureau of
Investigation,  the  Drug  Enforcement  Agency  ("DEA"),  the  General  Services
Administration ("GSA"), the United States, French, and Canadian customs services
and various airports worldwide.  Because of its high sensitivity, the IONSCAN(R)
is used both in lieu of and in conjunction  with other  detection  technologies,
such as X-ray,  CATSCAN,  quadropole  resonance and nuclear  magnetic  resonance
imaging. As of December 31, 1996, the Company had sold over 350 IONSCAN(R)s, and
the Company  believes  that, in terms of units sold,  it is the world's  leading
supplier of trace particle detection instruments.

     IONSCAN(R)s have been sold for explosives detection  applications primarily
outside the United States and for drug  interdiction  and  detection  deployment
both within the United States and elsewhere. For example, the IONSCAN(R) is used
in foreign airports, on trains and at the Eurotunnel to check for explosives and
by the United  States  Coast Guard to check ships and cargo in U.S.  territorial
waters for illegal narcotics.

     The Company believes that the security-related market for the IONSCAN(R) is
growing as a result of governmental actions,  particularly in the United States,
which reflect  heightened  public  safety  concerns in the wake of an increasing
number of terrorist acts. Recently,  Congress appropriated  $144,000,000 for the
purchase of enhanced explosives  detection equipment for use at certain airports
in the  United  States,  and  the  Company  believes  that  a  portion  of  such
appropriation  will be utilized for the acquisition of trace particle  detection
equipment. Governmental agencies in the United States, including the GSA and the
FAA, have  accelerated  their  evaluation or use of enhanced methods to increase
security  measures   currently   employed  in  United  States  airports,   other
transportation  centers and in public  buildings.  However,  no assurance can be
given as to the growth of the security-related market for the IONSCAN(R).

     The Company also  believes  that the market for the  IONSCAN(R)  for use in
drug applications  will increase as a result of recently  reported  increases in
domestic  drug  usage,   particularly  among  teenagers.   Various  governmental
agencies, including the DEA, have purchased IONSCAN(R)s for use in their efforts
to diminish drug  trafficking.  Prisons and private  entities,  including public
utilities and drug rehabilitation  clinics,  also have purchased  IONSCAN(R)s to
detect the presence of drugs.  No assurance can be given as to the growth of the
drug interdiction and detection market for the IONSCAN(R).

     The Company  believes that new markets for the  IONSCAN(R) can be developed
in other areas,  such as security  screening of individuals  and process control
and quality  assurance in certain  industrial  applications.  In addition,  when
coupled with certain other existing  technologies,  such as gas  chromatography,
the IONSCAN(R) can be adapted to other uses, including environmental, biological
and chemical testing.  Further, the Company intends to expand the potential uses
of the IONSCAN(R) technology by developing a hand held detector.

     In  addition  to  the  IONSCAN(R),   the  Company  manufactures   specialty
instruments  and engages in contract  research and  development  activities  for
industrial  companies  and various  governmental  agencies.  For the years ended
December  31, 1995 and 1996,  approximately  25% and 14%,  respectively,  of the
Company's consolidated revenues were derived from these other activities.

     The  Company  was  incorporated  under the laws of the State of Delaware on
September 7, 1967. The Company's  principal executive offices are located at 219
South Street,  Murray Hill, New Jersey 07974,  and its telephone number is (908)
665-8200.


                                 USE OF PROCEEDS

     The Company will not receive any of the net  proceeds  from the sale of the
Common Stock offered hereby.  All net proceeds from the sale of the Common Stock
will be paid directly to the Selling  Securityholders.  The Company will receive
net  proceeds of  approximately  $725,000  upon the issuance of the Common Stock
covered hereby in connection  with the exercise of options  granted  pursuant to
the Plan and the  Agreements,  respectively.  Such net proceeds will be added to
the Company's working capital and will be used for general corporate purposes.



<PAGE>


                             SELLING SECURITYHOLDERS

     The 392,000 shares of Common Stock  registered  hereby will be offered from
time to time by the Selling  Securityholders  who are Stanley S. Binder, John H.
Davies, Richard S. Rosenfeld, Kenneth S. Wood, Richard D. Condon, John J. Harte,
John D.  Abernathy,  James C.  McGrath,  David  Martinak,  Ludo  Daubner,  Chris
Komerowski and certain unamed "non-affiliates" of the Company, each of whom may 
sell up to 1,000 shares of Common Stock under this Prospectus.

     Prior to December 1995, the Company controlled Barringer Laboratories, Inc.
("Labco"),    a   publicly   traded   company   that   provides    comprehensive
laboratory-based  analytical  and  consulting  services in the United States and
Mexico.  Until  November  1996,  Mr.  Harte was the  Chairman of the Board and a
director of Labco and Mr. Binder served as a director of Labco. During 1996, the
Company  completed  the  sale  of its  interest  in  Labco,  and  in  connection
therewith,  Messrs.  Harte and Binder resigned their  respective  positions with
Labco in November 1996.

     Messrs.  Abernathy,  Condon and McGrath are  non-employee  directors of the
Company.  Mr. Harte currently is a director of the Company,  and from 1991 until
January 1997, he served as the Vice President, Special Projects, of the Company.
Mr. Davies is a director and the Executive  Vice  President of the Company,  and
the President and Chief Executive Officer of Barringer  Research Ltd ("BRL"),  a
subsidiary of the Company.  Mr. Binder is the Chairman of the Board,  a director
and the President and the Chief  Executive  Officer of the Company.  Mr. Wood is
the President of Barringer  Instruments,  Inc., a subsidiary of the Company. Mr.
Rosenfeld is the Company's Vice  President-Finance  and Chief Financial Officer.
Mr.  Martinak is a Vice  President,  Sales,  of BRL, and Mr. Daubner is the Vice
President,  Manufacturing,  of BRL. Mr.  Komerowski is a former  employee of the
Company.  Other than as noted above, there are no material relationships between
any of the Selling Securityholders and the Company or any of its predecessors or
affiliates,  nor have such material  relationships existed within the past three
years.

     The  following  table sets forth  certain  information  with respect to the
Selling Securityholders as of April 15, 1997.

<TABLE>
<CAPTION>
                                                                                                       Common Stock
                                          Common Stock                     Maximum                 Beneficial Ownership
          Selling                     Beneficial Ownership                Amount to                  After Offering if
      Securityholder                 Prior to Offering(1)(2)             be Sold(2)                Maximum is Sold(1)(2)
----------------------------    ----------------------------------    ------------------    ------------------------------------

                                    Amount             Percent                                    Amount            Percent
                                ----------------     -------------                           -----------------    -------------

<S>                                <C>                    <C>              <C>                    <C>                  <C> 
Stanley S. Binder                  178,636(3)             3.2%             100,000                78,636               1.4%
John H. Davies                     140,732(4)             2.6               69,500                71,232               1.3
Richard S. Rosenfeld                64,036(5)             1.2               50,000                14,036               *
Kenneth S. Wood                     73,636(6)             1.3               60,000                13,636               *
Richard D. Condon                   36,250(7)             *                 22,500                13,750               *
John J. Harte                       69,190(8)             1.3               22,500                46,690               *
John D. Abernathy                   36,250(9)             *                 22,500                13,750               *
James C. McGrath                    36,250(10)             *                22,500                13,750               *
David Martinak                       6,090                *                  5,000                 1,090               *
Ludo Daubner                        20,613                *                 16,250                 4,363               *
Chris Komerowski                     1,000                *                  1,000                  --                 --
-----------------------
*Less than 1%.
</TABLE>

1)     Assumes the full exercise or conversion of all outstanding  convertible
       securities, warrants, rights or options for such person or entity.

(2)    Certain amounts shown are subject to adjustment in certain circumstances.

(3)    Includes  100,000  shares  of  Common  Stock  issuable  upon  exercise of
       options  and  12,500  shares  of Common  Stock issuable  upon exercise of
       warrants to purchase Common Stock.

(4)    Includes  69,500  shares  of  Common  Stock  issuable  upon  exercise  of
       options  and  12,500  shares of Common  Stock  issuable  upon exercise of
       warrants to purchase Common Stock.

(5)    Includes  50,000 shares of Common Stock issuable upon exercise of options
       and 5,000 shares of Common Stock  issuable  upon  exercise of warrants to
       purchase Common Stock and 3,636 shares of Common Stock beneficially owned
       by Richard  Rosenfeld as custodian for Jason  Rosenfeld under the Uniform
       Gifts to Minors Act.

(6)    Includes 60,000 shares of Common Stock issuable upon exercise of options.

(7)    Includes 22,500 shares of Common Stock issuable upon  exercise of options
       and  8,750  shares  issuable upon exercise of warrants to purchase Common
       Stock.

(8)    Includes 22,500 shares of Common Stock  issuable upon exercise of options
       and  12,500 shares of Common Stock issuable upon exercise of warrants to 
       purchase Common Stock.

(9)    Includes 22,500 shares of Common Stock  issuable upon exercise of options
       and 6,250 shares of Common Stock issuable upon exercise of warrants to 
       purchase Common Stock.

(10)   Includes  22,500 shares of Common Stock issuable upon exercise of options
       and  8,750  shares of Common Stock issuable upon exercise of warrants to 
       purchase Common Stock.


                              PLAN OF DISTRIBUTION

     The distribution of the Common Stock by the Selling Securityholders,  or by
the Selling Securityholders'  pledgees,  donees, transferees or other successors
in interest,  may be effected from time to time in one or more  transactions  on
The NASDAQ National Market System, in special offerings,  exchange distributions
and/or secondary distributions pursuant to and in accordance with the applicable
rules of the National Association of Securities Dealers,  Inc. ("NASD"),  in the
over-the-counter   market,  in  negotiated  transactions   (including,   without
limitation,  privately negotiated transactions),  through the writing of options
on the Common  Stock,  or through the issuance of other  securities  convertible
into shares of the Common Stock  (whether such options or other  securities  are
listed on an options or securities  exchange or otherwise),  or a combination of
such methods of distribution,  at market prices  prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices.

     Any or all of the Common Stock may be sold from time to time to  purchasers
directly  by a Selling  Securityholder.  Sales of Common  Stock also may be made
pursuant to Rules 144,  144A or 904 of the  Securities  Act,  provided  that the
requirements  of such  rules,  including,  without  limitation,  any  applicable
holding  periods  and manner of sale  requirements,  are met.  Alternatively,  a
Selling  Securityholder  may from time to time  offer  any or all of the  Common
Stock  through   underwriters,   dealers,   brokers  or  agents,   including  in
transactions in which any such underwriters,  dealers, brokers or agents solicit
purchasers,  in  block  transactions  or  in  transactions  in  which  any  such
underwriters,  dealers,  brokers,  or agents will attempt to sell such shares of
Common  Stock as an agent  but may  resell  such  shares  of  Common  Stock as a
principal pursuant to this Prospectus.

     Any  underwriters,   dealers,   brokers  or  agents  participating  in  the
distribution of the Common Stock offered hereby may receive  compensation in the
form of underwriting discounts, concessions,  commissions or fees from a Selling
Securityholder and/or purchasers of Common Stock for whom they may act as agents
(which compensation may be in excess of customary  commissions).  In addition, a
Selling  Securityholder  and any such underwriters,  dealers,  brokers or agents
that  participate  in the  distribution  of  Common  Stock  may be  deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act and any
commissions  received  by them and any  profit  on the  resale  of shares of the
Common Stock may be deemed to be underwriting  compensation.  Additionally,  the
Selling Securityholders may pledge shares of the Common Stock, and in such event
agents or  dealers  may  acquire  the shares of the  Common  Stock or  interests
therein, and may, from time to time, effect distribution of shares of the Common
Stock or interests in such capacity.

     At the time any  underwritten  or  coordinated  distribution  of the Common
Stock is made, to the extent  required,  a supplement to this prospectus will be
distributed  which will set forth the aggregate number of shares of Common Stock
being offered and the terms of the offering,  including the name or names of any
participating  Selling  Securityholders,  underwriters,  dealers or agents,  any
discounts,  commissions  and  other  items  constituting  compensation  from the
Selling Securityholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers.

     In  order  to  comply  with  the  securities  laws of  certain  states,  if
applicable,  the Common  Stock will be sold in such  jurisdictions  only through
registered or licensed brokers or dealers.  In certain states,  the Common Stock
may not be sold unless  registered or qualified for sale in such state or unless
an exemption from  registration or  qualification  is available and such sale is
made in compliance with such exemption.

        SECURITIES AND EXCHANGE COMMISSION'S POSITION ON INDEMNIFICATION

     Article Tenth of the Company's  Certificate of Incorporation and Section 10
of the Company's  by-laws,  as amended,  provide that the Company shall,  to the
fullest extent  permitted by law,  indemnify  each person  (including the heirs,
executors,  administrators  and other personal  representatives  of such person)
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in  settlement,  actually and  reasonably  incurred by such person in connection
with any  threatened,  pending or actual  suit,  action or  proceeding  (whether
civil,  criminal,  administrative  or  investigative  in nature or otherwise) in
which such person may be involved by reason of the fact that he or she is or was
a director  or officer of the Company or is serving  any other  incorporated  or
unincorporated  enterprise  in any of  such  capacities  at the  request  of the
Company. Such provisions may provide indemnification to the officers,  directors
or controlling persons of the Company for liability under the Securities Act.

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

                                  LEGAL MATTERS

     Certain  matters  with  respect to the  validity and legality of the Common
Stock  offered  hereby  have been  passed  upon for the  Company by  Lowenstein,
Sandler, Kohl, Fisher & Boylan, P.A., Roseland, New Jersey.

                                     EXPERTS

     The financial  statements  of the Company  included in the 1996 Form 10-KSB
and   incorporated  by  reference  in  this  Prospectus  and  elsewhere  in  the
Registration  Statement  have been  audited  by BDO  Seidman,  LLP,  independent
certified  public  accountants,  to the extent and for the  periods set forth in
their report  incorporated  herein by reference and are  incorporated  herein in
reliance  upon such report  given upon the  authority of said firm as experts in
auditing and accounting.



<PAGE>


No  dealer,  salesman  or  any other  person  has been  authorized  to give any 
information  or  to  make any  representations in connection with this offering 
other than those contained in this Prospectus and, if given or made, such other 
information  and  representations  must  not  be  relied  upon  as  having been 
authorized  by  the  Company.  Neither  the  392,000  Shares  delivery  of  this
Prospectus nor any sale made hereunder  shall,  under any  circumstances, create
any  implication  that  there  has  been no change in the affairs of the Company
since  the date hereof or that the information  contained  herein is correct as 
of any time  subsequent  to its date.  This  Prospectus  does not constitute an 
offer to sell or a BARRINGER  TECHNOLOGIES INC.  solicitation of an offer to buy
such  securities in  any  circumstances  in  which such offer or solicitation is
unlawful. Common Stock




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

                                   PROSPECTUS
                                 --------------


                                TABLE OF CONTENTS

                               April 21, 1997

                                                   Page
Available Information................................2
Documents Incorporated
  by Reference.......................................2
Forward-Looking Statements...........................3
Risk Factors.........................................3
The Company..........................................7
Use of Proceeds......................................8
Selling Securityholders..............................9
Plan of Distribution................................10
Securities and Exchange Commission's
  Position on Indemnification.......................11
Legal Matters.......................................11
Experts  ...........................................11






<PAGE>


                                      II-3

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The  following   documents  filed  by  Barringer   Technologies  Inc.  (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated by reference in this Registration Statement:

          (i) The  Company's  Annual  Report on Form  10-KSB for the fiscal year
ended December 31, 1996;

          (ii) The  description of the Company's  Common Stock  contained in the
Company's  Registration  Statement on Form 8-A including any amendment or report
filed for the purpose of updating such information.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended (the "Exchange  Act"),  after the date of this  Registration
Statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement which indicates that all securities  offered hereby have
been sold or which  deregisters  all securities  then remaining  unsold shall be
deemed to be incorporated by reference into this  Registration  Statement and to
be a part hereof from their respective dates of filing (such documents,  and the
documents  enumerated  above,  being  hereinafter  referred to as  "Incorporated
Documents").  Any  statement  contained in any  Incorporated  Document  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
Incorporated Document 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

     Article Tenth of the Company's  Certificate  of  Incorporation,  as amended
("Certificate of  Incorporation")  and Section 10 of the Company's  by-laws,  as
amended  ("By-laws"),  provide  that the Company  shall,  to the fullest  extent
permitted  by law,  indemnify  each  person  (including  the  heirs,  executors,
administrators  and  other  personal  representatives  of such  person)  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement,  actually and reasonably  incurred by such person in connection with
any  threatened,  pending or actual suit,  action or proceeding  (whether civil,
criminal,  administrative or investigative in nature or otherwise) in which such
person may be involved by reason of the fact that he or she is or was a director
or officer of the Company or is serving any other incorporated or unincorporated
enterprise in any of such capacities at the request of the Company.

     Section 145 of the General  Corporation  Law of the State of Delaware  (the
"GCL") permits a corporation,  under specified  circumstances,  to indemnify its
directors,  officers, employees or agents against expenses (including attorney's
fees), judgments,  fines and amounts paid in settlements actually and reasonably
incurred by them in connection  with any action,  suit or proceeding  brought by
third parties by reason of the fact that they were or are  directors,  officers,
employees or agents of the corporation, if such directors,  officers,  employees
or agents acted in good faith and in a manner they reasonably  believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal  action or  proceeding,  had no reason to  believe  their  conduct  was
unlawful.  In a  derivative  action,  i.e.,  one  by  or in  the  right  of  the
corporation,  indemnification  may  be  made  only  for  expenses  actually  and
reasonably  incurred by directors,  officers,  employees or agents in connection
with the defense or settlement of an action or suit,  and only with respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been judged  liable to the  corporation  unless and only to the extent that
the  court  in which  the  action  or suit  was  brought  shall  determine  upon
application  that the  defendant  directors,  officers,  employees or agents are
fairly and  reasonably  entitled to  indemnity  for such  expenses  despite such
adjudication of liability.

     Article Tenth of the Certificate of Incorporation also contains a provision
limiting the personal  liability of directors to the fullest extent permitted or
authorized by the GCL or other  applicable  law.  Under the GCL, such  provision
would not limit liability of a director for (i) breach of the director's duty of
loyalty,  (ii) acts or  omissions  not in good  faith or  involving  intentional
misconduct  or  knowing   violation  of  law,  (iii)  payment  of  dividends  or
repurchases or redemptions of stock other than from lawfully available funds, or
(iv) any transactions from which the director derives an improper benefit.

Item 7.  Exemption From Registration Claimed

     Certain  of the  securities  covered  by this  Registration  Statement  are
restricted  securities  issued by the  Company  pursuant  to the  Agreements  to
certain employees or former employees of the Company prior to the filing of this
Registration Statement. Such issuances were exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended.

Item 8.  Exhibits

     The Exhibits  accompanying  this  Registration  Statement are listed on the
accompanying Exhibit Index.

Item 9.  Undertakings

         (a)  The undersigned registrant hereby undertakes:

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

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

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

               (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)  do  not  apply  if  the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act 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.

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

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



<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  Providence,  State of New Jersey,  on April 21,
1997.


                                            BARRINGER TECHNOLOGIES INC.



                                            By: /s/ Stanley S. Binder
                                                -------------------------------
                                                Stanley S. Binder, President
                                                and Chief Executive Officer

     Pursuant  to  the   requirement  of  the  Securities  Act  of  1933,   this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated  on  April  21,  1997.  Each  of  the  undersigned  hereby
constitutes  and  appoints  Stanley S.  Binder,  Kenneth S. Wood and  Richard S.
Rosenfeld,  and each of them, his true and lawful  attorneys-in-fact and agents,
with full power of  substitution  and  resubstitution,  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 on Form S-8
relating to the Company's  1990 Stock Option Plan and certain  individual  stock
option  agreements  between the Company and certain  employees and  non-employee
directors  of the  Company  and to file the  same,  together  with all  exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission and such other state and federal government  commissions and
agencies as may be necessary or advisable,  granting unto said attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

     Signature                                      Capacity


/s/ Stanley S. Binder                       President, Chief Executive Officer 
__________________________                  (Principal Executive Officer) and 
Stanley S. Binder                           Director


/s/ John D. Abernathy                               Director
--------------------------
John D. Abernathy


/s/ Richard D. Condon                               Director
--------------------------
Richard D. Condon


/s/ John H. Davies                                   Director
---------------------------
John H. Davies


/s/ John J. Harte                                    Director
---------------------------
John J. Harte


/s/ James C. McGrath                                 Director
---------------------------
James C. McGrath


/s/ Richard S. Rosenfeld                       Vice  President-Finance,  Chief  
___________________________                    Financial  Officer  and Treasurer
Richard S. Rosenfeld                           (Principal Accounting  and 
                                               Principal Financial Officer)




<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number        Description                                              Page No.

4.1      Certificate    of    Incorporation    of
         Barringer  Technologies  Inc.  (filed as
         Exhibit  3.1A  to the  Company's  Annual
         Report on Form 10-K for the fiscal  year
         ended   December   31,  1995  (File  No.
         0-3207)  and   incorporated   herein  by
         reference).

4.2      By-laws of Barringer  Technologies  Inc.
         (filed as Exhibit 3.2A to the  Company's
         Annual  Report on Form  10K/A-2  for the
         fiscal  year  ended  December  31,  1994
         (File No.0-3207) and incorporated herein
          by reference).

5.1      Opinion  of  Lowenstein,  Sandler,  Kohl,
         Fisher & Boylan, P.A.

23.1     Consent of BDO Seidman, LLP.

23.2     Consent of  Lowenstein,  Sandler,  Kohl,
         Fisher & Boylan, P.A. (contained in 
         Exhibit 5.1).

 99.1    1990 Stock Option Plan (filed as Exhibit
         10.25 to the Company's  Annual Report on
         Form  10-K  for the  fiscal  year  ended
         December 31, 1990 (File No.  0-3207) and
         incorporated herein by reference).

99.2     Form of Stock Option Agreement.

99.3     Form of 1995 Non-Qualified  Stock Option
         Agreement  (filed as Exhibit 10.6 to the
         Company's Registration Statement on Form
         SB-2,  dated November 12, 1996 (File No.
         333-13703)  and  incorporated  herein by
         reference).

99.4     Form of 1996 Non-Qualified  Stock Option
         Agreement  (filed as Exhibit 10.7 to the
         Company's Registration Statement on Form
         SB-2,  dated November 12, 1996 (File No.
         333-13703)  and  incorporated  herein by
         reference).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 68072}]
{"company-data": {"conformed-name": "BARRINGER TECHNOLOGIES INC", "cik": "0000010119", "assigned-sic": "8734", "irs-number": "840720473", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25573", "film-number": "97584618"}, "business-address": {"street1": "219 SOUTH STREET", "city": "NEW PROVIDENCE", "state": "NJ", "zip": "07974", "phone": "9086658200"}, "mail-address": {"street1": "219 SOUTH STREET", "city": "NEW PROVIDENCE", "state": "NJ", "zip": "07974"}, "former-company": [{"former-conformed-name": "BARRINGER RESOURCES INC", "date-changed": "19910331"}, {"former-conformed-name": "BARRINGER RESEARCH INC", "date-changed": "19800821"}]}
Reg No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                            ------------------------

                           BARRINGER TECHNOLOGIES INC.
             (Exact name of registrant as specified in its charter)

  Delaware 84-0720473
(State or other jurisdiction                                (I.R.S. employer
of incorporation or organization)                         identification number)

                 219 South Street, Murray Hill, New Jersey 07974
               (Address of principal executive offices; zip code)
                            ------------------------

               1990 Stock Option Plan and Stock Option Agreements
                            (Full title of the plan)

                                Stanley S. Binder
                           Barringer Technologies Inc.
                 219 South Street, Murray Hill, New Jersey 07974
                                 (908) 665-8200
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                             John D. Hogoboom, Esq.
                Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (201) 992-8700
                            ------------------------
Calculation of Registration Fee
------------------------ ---------------------- ----------------------- ----------------------- ----------------------
Proposed                Proposed
Title of Securities           Amount to be      Maximum Offering          Maximum Aggregate            Amount of
to be Registered               Registered        Price per Share (2)    Offering Price (2)        Registration Fee
------------------------ ---------------------- ----------------------- ----------------------- ----------------------
Common Stock, par
value $.01 per share            437,875           $ 10.375               $4,542,954               $ 1,377
                              shares (1)                               
------------------------ ---------------------- ----------------------- ----------------------- ----------------------
(1) Plus such additional  shares of Common Stock as may be issuable  pursuant to
the  anti-dilution  provisions  of the  Company's  1990  Stock  Option  Plan and
individual  stock  option  agreements  made  between  the  Company  and  certain
employees and  non-employee  directors of the Company,  as described  more fully
herein.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule  457(c) and (h) of the  Securities  Act of 1933,  based upon a
price of $ 10.375  per  share,  which was the  average of the high and low sales
prices of the Common Stock as reported on the NASDAQ  National  Market System on
April 18, 1997.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  documents  containing  the  information  specified  in  Part I of this
Registration Statement,  which together constitute the prospectus to be used for
offers  of up to  437,875  shares  of common  stock,  par  value  $.01 per share
("Common Stock"),  of Barringer  Technologies Inc. (the "Company") in connection
with the  Company's  1990 Stock  Option Plan (the "Plan") and  individual  stock
option   agreements   made  between  the  Company  and  certain   employees  and
non-employee directors of the Company (the "Agreements"),  will be sent or given
to such persons as specified by Rule 428 (b)(1). Such documents are not required
to be and are not  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as prospectuses
or  prospectus  supplements  pursuant  to  Rule  424.  These  documents  and the
documents  incorporated by reference in this Registration  Statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that
meets the  requirements  of  Section  10(a) of the  Securities  Act of 1933,  as
amended (the "Securities Act").

     The  following  reoffer  prospectus  filed  as part  of  this  Registration
Statement  has been prepared in accordance  with the  requirements  of Part I of
Form S-3 and,  pursuant to General  Instruction  C of Form S-8,  may be used for
reofferings and resales of Common Stock to be acquired, pursuant to the Plan and
the Agreements, respectively, by Selling Securityholders (as defined therein and
to be named in prospectus  supplements) that may be deemed to be "affiliates" of
the Company as defined pursuant to Rule 405 under the Securities Act of 1933, as
amended,  and by certain unnamed  "non-affiliates" of the Company,  each of whom
may  sell up to 1,000  shares  of  Common  Stock  under  the  following  reoffer
prospectus in accordance with General Instruction C(3)(b) of Form S-8.
REOFFER PROSPECTUS

                                 392,000 Shares

                           BARRINGER TECHNOLOGIES INC.

                          Common Stock (par value $.01)

     This Prospectus  relates to 392,000 shares of common stock,  par value $.01
per share ("Common Stock"), of Barringer Technologies Inc. (the "Company") to be
offered   and  sold  from  time  to  time  for  the   accounts  of  the  Selling
Securityholders  set  forth  herein,  certain  of  whom  may  be  deemed  to  be
"affiliates"  of the Company as defined under Rule 405 under the  Securities Act
of 1933, as amended (the "Act") and by certain unnamed  "non-affiliates"  of the
Company,  each of whom may sell up to 1,000 shares of Common Stock  hereunder in
accordance  with  General   Instruction   c(3)(b)  of  Form  S-8  (the  "Selling
Securityholders").

     The shares of Common  Stock  being  offered  hereby  were  acquired  by the
Selling  Securityholders  pursuant to the Company's  1990 Stock Option Plan (the
"Plan") and individual stock option  agreements  between the Company and certain
employees and non-employee  directors of the Company (the  "Agreements") and may
be sold from time to time to purchasers  pursuant to this Prospectus.  See "Plan
of Distribution".

     The  Company  will not  receive  any of the  proceeds  from the sale of the
Common Stock by the Selling  Securityholders.  The net proceeds from the sale of
the Common  Stock will be paid  directly  to the  Selling  Securityholders.  The
Company will receive net proceeds of approximately $725,000 upon the issuance of
the Common  Stock  covered  hereby in  connection  with the  exercise of options
granted pursuant to the Plan and the Agreements, respectively. Such net proceeds
will be added to the  Company's  working  capital  and will be used for  general
corporate  purposes.  The Company estimates that its expenses in connection with
the offering of the Common Stock will be approximately $25,000.

     The  Selling  Securityholders  may,  from time to time,  offer and sell the
Common Stock being offered hereby in the over-the-counter  market, in negotiated
transactions,  or  otherwise,  at  prices  then  prevailing  or  related  to the
then-current  market price or at  negotiated  prices.  The Common Stock  offered
hereby may be sold directly by the Selling  Securityholder  or through agents or
broker-dealers  acting as  principal  or agent,  or in block trades or by one or
more underwriters. See "Plan Of Distribution."

     On  April  18,  1997,  the  last  sale  price  of the  Common  Stock in the
over-the-counter market as reported on The NASDAQ National Market System (symbol
BARR) was $10.25 per share.

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

     See "Risk Factors" on page 3 for certain factors which should be considered
by prospective purchasers of the shares of Common Stock offered hereby.

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

            The date of this Prospectus is April 21, 1997.
AVAILABLE INFORMATION

     The Company is subject to the  information  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  information  filed by the Company  with the  Commission  can be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at Room 1024, 450 Fifth Street,  NW,  Washington,  D.C. 20549; and at
the  Commission's  Regional  Offices at 500 West Madison,  Suite 1400,  Chicago,
Illinois  60661 and at 7 World  Trade  Center,  Suite 1300,  New York,  New York
10048. Copies of such material can be obtained from the Public Reference Section
of the Commission at its principal  office at Room 1024,  450 Fifth Street,  NW,
Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web site
that contains  reports,  proxy and information  statements and other information
regarding  issuers,  such as the  Company,  that  file  electronically  with the
Commission  and the address of such Web site is  http://www.sec.gov.  The Common
Stock is included in The NASDAQ  National  Market  System under the symbol BARR,
and reports, proxy statements and other information regarding the Company can be
inspected at the offices of the National Association of Securities Dealers, Inc.
at 33 Whitehall Street, 10th Floor, New York, New York 10004.

     The Company has filed with the Commission a Registration  Statement on Form
S-8 (together with all amendments thereto,  the "Registration  Statement") under
the Securities Act of which this  Prospectus is a part. This Prospectus does not
contain  all of the  information  set forth in the  Registration  Statement  and
exhibits thereto, certain portions of which have been omitted in accordance with
the rules and  regulations  of the  Commission.  For  further  information  with
respect to the Company and the Common Stock offered hereby, reference is made to
the Registration  Statement and related exhibits and to documents filed with the
Commission.  Any statements  contained  herein  concerning the provisions of any
document are not necessarily  complete and, in each instance,  reference is made
to the copy of such document filed as an exhibit to the Registration  Statement.
Each such  statement is qualified in its entirety by such  reference.  Copies of
the  Registration  Statement and the exhibits thereto are on file at the offices
of the Commission and may be obtained, upon payment of the fee prescribed by the
Commission, or may be examined without charge at the public reference facilities
of the Commission described above.

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

                       DOCUMENTS INCORPORATED BY REFERENCE

     The  following  documents,  which have been filed by the  Company  with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference in
this Prospectus:

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

          (ii) The  description  of the Common Stock set forth in the  Company's
Registration  Statement  filed on Form 8-A and any amendment or report filed for
the purpose of updating such description.

     All documents filed by the Company pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange  Act after the date of this  Prospectus  and prior to the
completion of the offering of the  securities  covered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of  filing  of such  documents.  Any  statement  contained  herein  or in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  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 statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Prospectus.

     The Company hereby  undertakes to provide,  without charge, to each person,
including  any  beneficial  owner,  to whom a copy of this  Prospectus  has been
delivered, upon the written or oral request of any such person, a copy of any or
all  of the  documents  referred  to  above  under  "Documents  Incorporated  by
Reference"  (other than  exhibits to such  documents  unless such  exhibits  are
specifically  incorporated  by reference in such  documents).  Requests for such
copies should be directed to: Barringer Technologies Inc., 219 South Street, New
Providence,  New  Jersey  07974,  Attention:   Secretary  (telephone  no.  (908)
665-8200).

                           FORWARD-LOOKING STATEMENTS

     This Prospectus  contains,  or  incorporates by reference,  forward-looking
statements  within the meaning of Section 27A of the  Securities Act and Section
21E of the Exchange Act. Such  statements  include,  but are not limited to, the
anticipated  growth in the  demand for the  Company's  products,  the  Company's
opportunities to increase sales through,  among other things, the development of
new  applications,  markets and the extension of its  IONSCAN(R)  products,  the
development of new IONSCAN(R) products, the probability of the Company's success
in the  sales  of its  IONSCAN(R)  products  in  current  markets,  governmental
regulations and directives changing security requirements.

     Forward-looking   statements   are   inherently   subject   to  risks   and
uncertainties,  many of which can not be  predicted  with  accuracy  and some of
which might not even by anticipated. Future events and actual results, financial
and otherwise,  could differ  materially from those set forth in or contemplated
by the  forward-looking  statements  contained herein or incorporated  herein by
reference.  Important factors that could contribute to such differences include,
but are not limited to, those set forth under "Risk Factors"  below,  the effect
of economic  and market  conditions,  the impact of both  foreign  and  domestic
governmental  budgeting  decisions and the timing of governmental  expenditures,
the  effects of  competition,  the  reliance  of the  Company on its  IONSCAN(R)
products,  and the ability of the Company to successfully develop and market new
product  applications.  Subsequent written and oral  forward-looking  statements
attributable  to the  Company  or persons  acting on its  behalf  are  expressly
qualified in their  entirety by the  cautionary  statements  in this  paragraph,
under the  caption,  "Risk  Factors",  set forth  below  and  elsewhere  in this
Prospectus

                                  RISK FACTORS

     Prospective   purchasers  should  carefully  consider  the  following  risk
factors,  in addition to the other  information  contained  or  incorporated  by
reference  in this  Prospectus,  before  purchasing  the shares of Common  Stock
offered hereby:

History of Losses; Cash Constraints

     The Company  sustained net losses of $2,565,000  and $827,000 for the years
ended December 31, 1994 and 1995,  respectively,  and had an accumulated deficit
of $14,522,000 at December 31, 1996.  Although the Company  generated net income
of $2,059,000 for the year ended December 31, 1996, the Company used  $1,447,000
of cash in  operations  during  such  period as a result of the need for working
capital to support  higher  levels of accounts  receivable  and  inventory.  The
Company's history of losses and its failure to generate positive  operating cash
flow have resulted in significant cash shortages from time to time.  However, as
a result of the  Company's  November  1996  public  offering  and the  Company's
improved   profitability,   management  believes  that  the  Company  will  have
sufficient  cash to fund its  working  capital  requirements  and to execute its
growth plans for at least twelve months.

Dependence on and Effects of Governmental Regulation

     The  Company's  business is  dependent  upon  purchases of  IONSCAN(R)s  by
governmental   agencies.   While  the  Company  believes  that  certain  of  its
governmental  customers  will continue to purchase  IONSCAN(R)s  for  explosives
detection and drug interdiction  applications,  growth in the Company's business
will be driven in part by the adoption of  regulations  or  requirements  in the
aviation security market resulting in the use of enhanced  explosives  detection
systems,  including trace particle detection  equipment.  As a result of certain
government initiatives in the United States,  including the recent report of the
Aviation  Safety and Security  Commission (the "Gore  Commission"),  the Company
anticipates that such regulations or requirements  will be adopted in the United
States in the near  future.  Among other  things,  the initial  Gore  Commission
report recommended that the government  purchase enhanced  explosives  detection
equipment for  deployment at certain  United States  airports.  In October 1996,
Congress appropriated  approximately $1.1 billion to fund certain anti-terrorist
programs in fiscal 1997, including the initial recommendations  contained in the
Gore Commission  report.  It is anticipated that  approximately  $144,000,000 of
such  appropriation  will be  used to  purchase  enhanced  explosives  detection
equipment.  There can be no  assurance  that  funding  for the  purchase of such
equipment  will be  continued  in  subsequent  fiscal  years or as to the  level
thereof.   While  the  recent  government   initiatives  have  contemplated  the
deployment of trace particle  detection  equipment,  such as the  IONSCAN(R),  a
substantial  amount of the appropriated funds will be used to purchase equipment
utilizing  other  technologies,  such as  CATSCAN,  enhanced  X-ray,  quadropole
resonance and other imaging techniques.  Accordingly,  there can be no assurance
as to the amount that will ultimately be spent on the purchase of trace particle
detection  equipment or as to the number of  IONSCAN(R)s  that will  actually be
purchased. In addition,  there can be no assurance that the IONSCAN(R) will meet
any  certification or other  requirements that may be adopted in connection with
such initiatives.

     The Company  anticipates  that the  aviation  security  market will undergo
significant technological changes in the future. As part of its oversight of the
domestic  aviation  industry,  the Federal Aviation  Administration  (the "FAA")
sponsors  research in the area of enhanced  explosives  detection  technologies.
During the last five years, the FAA has spent approximately $150,000,000 on such
research and development  activities.  The FAA's sponsorship covers a wide range
of areas, such as imaging technologies,  individual passenger screening systems,
development of  bomb-resistant  containers and trace detection methods including
those developed by the Company as well as by other entities. The Gore Commission
recommended dramatically increasing the amount spent on research and development
of enhanced  explosives  detection  technologies and Congress recently increased
the FAA's budget for such research and development activities in fiscal 1997. As
a result of these initiatives,  the Company anticipates that new technology will
be introduced into the aviation market in the future. While the Company believes
that its  IONSCAN(R)  functions  at a  state-of-the-art  level,  there can be no
assurance that the Company will be able to maintain its present position in this
market.

Government and Other Procurement Policies

     The  Company's  principal  customers  are  governmental  agencies  and  law
enforcement  entities that are subject to budgetary  processes  and  expenditure
constraints.  Budgetary  allocations for detection  equipment are dependent,  in
part, upon  governmental  policies which fluctuate from time to time in response
to political and other factors. A reduction of funding for drug interdiction and
security efforts could  materially and adversely affect the Company's  business,
financial condition and results of operations.

     Moreover,  although  the  Company's  sales  are  not  seasonal  in  nature,
governmental agencies and certain of the Company's other customers expend unused
budgeted  funds  at the  end of  their  respective  fiscal  years,  causing  the
Company's sales to be higher during such periods.  Since the Company  recognizes
substantially  all of the  revenue  from a sale  upon  shipment,  and  since the
recognition  of  revenue  from  the  sale  of  relatively  few  IONSCAN(R)s  may
substantially  impact the Company's  profitability during any period, the impact
of these budgetary considerations on the delivery date of a relatively few units
could significantly affect the Company's quarterly results.

Dependence on IONSCAN(R) and Market Acceptance

     The  Company's  future  profitability  is  substantially  dependent  on the
Company's  ability to  successfully  market the  IONSCAN(R).  While the  Company
believes that significant markets exist for its IONSCAN(R) technology, there can
be no assurance  that such  markets will develop as the Company  expects or that
the Company will be able to  capitalize on such market  development.  Similarly,
there can be no assurance that any markets that do develop will be sustained.

Dependence on New Product Development; Technological Advancement

     The Company's  success is dependent upon its ability to continue to enhance
the  IONSCAN(R)  and to develop and introduce in a timely manner new  IONSCAN(R)
products  that  incorporate  technological  advances,  keep pace  with  evolving
industry  standards  and  respond  to  customer  requirements.  There  can be no
assurance  that the Company  will be  successful  in  developing  and  marketing
enhancements  to the IONSCAN(R) or new IONSCAN(R)  products on a timely basis or
that  any new or  enhanced  IONSCAN(R)  products  will  adequately  address  the
changing needs or preferences  of the  marketplace.  If the Company is unable to
develop  and  introduce  new  products  or  enhancements  in a timely  manner in
response to changing market conditions or customer  requirements,  the Company's
business and operating results would be materially adversely affected.

     In  addition,  from time to time,  the Company or its present or  potential
competitors may announce new products,  capabilities  or technologies  that have
the  potential  to replace or shorten the life spans of the  Company's  existing
products.  Announcements  of  currently  planned or other new products may cause
customers to delay their purchasing  decisions in anticipation of such products,
as occurred in late 1994 when the Company  introduced the Model 400  IONSCAN(R).
Such delays  could have a material  adverse  effect on the  Company's  business,
results of operations and financial condition.

Lack of Proprietary Technology

     The Company believes that its  implementation of ion mobility  spectrometry
("IMS") technology in the IONSCAN(R) is proprietary to the Company.  The Company
has an exclusive  license from the Canadian  government  for certain  technology
used in the  IONSCAN(R).  In  addition,  the  Company  has a number  of  patents
covering certain aspects of the IONSCAN(R). However, the basic IMS technology is
not proprietary and is available in the public domain. Accordingly,  present and
potential  competitors could use such technology to duplicate the performance of
the IONSCAN(R).  However,  the Company believes that such competitors  could not
readily  replicate the  IONSCAN(R)'s  performance  and that any attempt to do so
would require substantial time and resources.

Competition

     The  Company  competes  with  other  entities,   a  number  of  which  have
significantly greater financial, marketing and other resources than the Company.
In particular, the Company competes for governmental expenditures with equipment
manufacturers  utilizing  other  types  of  detection  technologies,   including
computer aided tomography ("CATSCAN"),  enhanced X-ray and quadropole resonance,
as well as with  manufacturers  of other IMS equipment and  manufacturers  using
other trace particle  detection  technologies,  such as gas  chromatography  and
chemiluminescence.  As a result of recent governmental initiatives,  the Company
anticipates that additional  technologies,  including improved IMS technologies,
will be developed and that new  competitors  will enter the  Company's  markets.
While  the  Company  believes  that it  competes  effectively  in its  principal
markets,  there  can  be  no  assurance  that  the  Company  will  maintain  its
competitive position.

Retention of and Dependence on Key Personnel

     The  Company's  success will depend,  in part, on its ability to retain the
services of its key personnel,  including  management and scientific  employees,
who are and will continue to be  instrumental  in the development and management
of the  Company's  business.  Although the Company has entered  into  employment
agreements  with its Chief  Executive  Officer and  certain of its other  senior
executives,  the  loss  of the  services  of one or more  of the  Company's  key
employees could have a material adverse effect on the Company.

Warranty Claims

     The Company generally  provides a one-year parts and labor warranty on each
IONSCAN(R).  Although  the  Company  has not  experienced  significant  warranty
claims,  there can be no  assurance  that such claims  will not  increase as the
Company's  sales increase.  A material  increase in warranty claims could have a
material  adverse  effect on the Company's  business,  results of operations and
financial condition.

Potential Product Liability Insurance Limits

     The Company currently  maintains product liability  insurance in the amount
of $5 million per  occurrence.  The Company's  insurance  policy covers  certain
claims and the cost of legal fees involved in the defense of such claims,  which
are either  covered under the policy or alleged in such a manner so as to invoke
the  insurer's  duty to defend the Company.  No  significant  product  liability
claims have been  asserted  or, to the  knowledge of the  Company's  management,
threatened  against  the  Company to date.  The Company  believes  that,  as the
Company  distributes  more products into the marketplace and expands its product
lines,  the  Company's  exposure  to  potential  product  liability  claims  and
litigation  arising from  injuries  and other  damages  allegedly  caused by the
improper  functioning  or design of its  IONSCAN(R)  products will occur and may
increase.  There  can be no  assurance  that  the  Company's  current  level  of
insurance  will be  sufficient to protect the business and assets of the Company
from all claims, nor can any assurance be given that the Company will be able to
maintain the existing coverage or additional coverage at commercially reasonable
rates. To the extent product  liability losses are beyond the limits or scope of
the Company's  insurance  coverage,  the Company  could  experience a materially
adverse effect on its business, results of operations and financial condition.

Currency Fluctuations

     A portion of the Company's revenues and expenses are denominated in foreign
currencies.  As a result, the Company is exposed to a certain degree of exchange
rate risk. The Company  currently does not regularly hedge its foreign  exchange
exposure. To date, the Company has not experienced any material loss as a result
of currency  fluctuations.  However,  there can be no assurance that the Company
will not  experience  material  losses in the  future  as a result  of  currency
fluctuations.

Dilution

     As of April 15, 1997,  the Company had  outstanding  options,  warrants and
convertible  securities  which  were  exercisable  for or  convertible  into  an
aggregate of 1,528,060  shares of Common  Stock.  Any exercise or  conversion of
such securities  will, in all  likelihood,  take place at a time when the market
price of the Common  Stock is higher  than the  exercise  or  conversion  prices
thereof.  As a result,  investors in the Common Stock  offered  hereby may incur
substantial dilution of their investments.

Certain Charter Provisions

     The Company  currently has 7,000,000  shares of Common Stock authorized for
issuance,  of which  5,437,893  shares of Common Stock were  outstanding,  as of
April 15, 1997. An additional  1,528,060 shares of Common Stock will be reserved
for issuance upon the  conversion or exercise of  outstanding  securities of the
Company.  The Company is seeking stockholder approval at its 1997 annual meeting
of  stockholders to increase the number of shares of Common Stock the Company is
authorized to issue. In the event that the authorized number of shares of Common
Stock is not  increased,  the Company's  ability to issue  additional  shares of
capital  stock,   including  in  connection  with  acquisitions  and  subsequent
financings, would be significantly restricted.

     The Company's Certificate of Incorporation, as amended (the "Certificate of
Incorporation"),  contains  provisions  which require the favorable  vote of the
holders of not less than 80% of the  outstanding  shares of Common Stock for the
approval of any merger,  consolidation or other combination with, or sale, lease
or exchange of all or substantially all of the assets of the Company to, another
entity  holding  more  than  10%  of the  Company's  outstanding  voting  equity
securities or any affiliate of such entity.  These  provisions  could discourage
potential  acquisition  proposals,  delay or  prevent a change in control of the
Company and limit the price that  certain  investors  might be willing to pay in
the future for shares of the Common Stock.

     The Board of  Directors  of the  Company is  empowered  to issue  shares of
preferred stock without  stockholder action. The existence of this "blank check"
preferred  stock could render more  difficult or discourage an attempt to obtain
control of the  Company by means of a tender  offer,  merger,  proxy  contest or
otherwise and may  adversely  affect the  prevailing  market price of the Common
Stock.  The  Company  currently  has no  plans  to issue  additional  shares  of
preferred stock. In addition,  Section 203 of the Delaware  General  Corporation
Law prohibits  certain persons from engaging in business  combinations  with the
Company.

                                   THE COMPANY

     Barringer  Technologies Inc. (the "Company") is principally  engaged in the
design, development, manufacture and sale of analytical instruments used for the
high sensitivity  detection of trace amounts of plastic and other explosives and
illegal  narcotics.  The  Company's  principal  product,  the  IONSCAN(R),  is a
portable,  desk-top instrument that utilizes a proprietary implementation of IMS
technology  to  determine  the  presence or absence of targeted  compounds  in a
sample.  The IONSCAN(R) can detect  targeted  substances in amounts smaller than
one-billionth of a gram in approximately six seconds.

     The  Company's  customers  are  primarily  governmental,  security  and law
enforcement  agencies  throughout  the world,  including  the Federal  Bureau of
Investigation,  the  Drug  Enforcement  Agency  ("DEA"),  the  General  Services
Administration ("GSA"), the United States, French, and Canadian customs services
and various airports worldwide.  Because of its high sensitivity, the IONSCAN(R)
is used both in lieu of and in conjunction  with other  detection  technologies,
such as X-ray,  CATSCAN,  quadropole  resonance and nuclear  magnetic  resonance
imaging. As of December 31, 1996, the Company had sold over 350 IONSCAN(R)s, and
the Company  believes  that, in terms of units sold,  it is the world's  leading
supplier of trace particle detection instruments.

     IONSCAN(R)s have been sold for explosives detection  applications primarily
outside the United States and for drug  interdiction  and  detection  deployment
both within the United States and elsewhere. For example, the IONSCAN(R) is used
in foreign airports, on trains and at the Eurotunnel to check for explosives and
by the United  States  Coast Guard to check ships and cargo in U.S.  territorial
waters for illegal narcotics.

     The Company believes that the security-related market for the IONSCAN(R) is
growing as a result of governmental actions,  particularly in the United States,
which reflect  heightened  public  safety  concerns in the wake of an increasing
number of terrorist acts. Recently,  Congress appropriated  $144,000,000 for the
purchase of enhanced explosives  detection equipment for use at certain airports
in the  United  States,  and  the  Company  believes  that  a  portion  of  such
appropriation  will be utilized for the acquisition of trace particle  detection
equipment. Governmental agencies in the United States, including the GSA and the
FAA, have  accelerated  their  evaluation or use of enhanced methods to increase
security  measures   currently   employed  in  United  States  airports,   other
transportation  centers and in public  buildings.  However,  no assurance can be
given as to the growth of the security-related market for the IONSCAN(R).

     The Company also  believes  that the market for the  IONSCAN(R)  for use in
drug applications  will increase as a result of recently  reported  increases in
domestic  drug  usage,   particularly  among  teenagers.   Various  governmental
agencies, including the DEA, have purchased IONSCAN(R)s for use in their efforts
to diminish drug  trafficking.  Prisons and private  entities,  including public
utilities and drug rehabilitation  clinics,  also have purchased  IONSCAN(R)s to
detect the presence of drugs.  No assurance can be given as to the growth of the
drug interdiction and detection market for the IONSCAN(R).

     The Company  believes that new markets for the  IONSCAN(R) can be developed
in other areas,  such as security  screening of individuals  and process control
and quality  assurance in certain  industrial  applications.  In addition,  when
coupled with certain other existing  technologies,  such as gas  chromatography,
the IONSCAN(R) can be adapted to other uses, including environmental, biological
and chemical testing.  Further, the Company intends to expand the potential uses
of the IONSCAN(R) technology by developing a hand held detector.

     In  addition  to  the  IONSCAN(R),   the  Company  manufactures   specialty
instruments  and engages in contract  research and  development  activities  for
industrial  companies  and various  governmental  agencies.  For the years ended
December  31, 1995 and 1996,  approximately  25% and 14%,  respectively,  of the
Company's consolidated revenues were derived from these other activities.

     The  Company  was  incorporated  under the laws of the State of Delaware on
September 7, 1967. The Company's  principal executive offices are located at 219
South Street,  Murray Hill, New Jersey 07974,  and its telephone number is (908)
665-8200.

                                 USE OF PROCEEDS

     The Company will not receive any of the net  proceeds  from the sale of the
Common Stock offered hereby.  All net proceeds from the sale of the Common Stock
will be paid directly to the Selling  Securityholders.  The Company will receive
net  proceeds of  approximately  $725,000  upon the issuance of the Common Stock
covered hereby in connection  with the exercise of options  granted  pursuant to
the Plan and the  Agreements,  respectively.  Such net proceeds will be added to
the Company's working capital and will be used for general corporate purposes.
SELLING SECURITYHOLDERS

     The 392,000 shares of Common Stock  registered  hereby will be offered from
time to time by the Selling  Securityholders  who are Stanley S. Binder, John H.
Davies, Richard S. Rosenfeld, Kenneth S. Wood, Richard D. Condon, John J. Harte,
John D.  Abernathy,  James C.  McGrath,  David  Martinak,  Ludo  Daubner,  Chris
Komerowski and certain unamed "non-affiliates" of the Company, each of whom may 
sell up to 1,000 shares of Common Stock under this Prospectus.

     Prior to December 1995, the Company controlled Barringer Laboratories, Inc.
("Labco"),    a   publicly   traded   company   that   provides    comprehensive
laboratory-based  analytical  and  consulting  services in the United States and
Mexico.  Until  November  1996,  Mr.  Harte was the  Chairman of the Board and a
director of Labco and Mr. Binder served as a director of Labco. During 1996, the
Company  completed  the  sale  of its  interest  in  Labco,  and  in  connection
therewith,  Messrs.  Harte and Binder resigned their  respective  positions with
Labco in November 1996.

     Messrs.  Abernathy,  Condon and McGrath are  non-employee  directors of the
Company.  Mr. Harte currently is a director of the Company,  and from 1991 until
January 1997, he served as the Vice President, Special Projects, of the Company.
Mr. Davies is a director and the Executive  Vice  President of the Company,  and
the President and Chief Executive Officer of Barringer  Research Ltd ("BRL"),  a
subsidiary of the Company.  Mr. Binder is the Chairman of the Board,  a director
and the President and the Chief  Executive  Officer of the Company.  Mr. Wood is
the President of Barringer  Instruments,  Inc., a subsidiary of the Company. Mr.
Rosenfeld is the Company's Vice  President-Finance  and Chief Financial Officer.
Mr.  Martinak is a Vice  President,  Sales,  of BRL, and Mr. Daubner is the Vice
President,  Manufacturing,  of BRL. Mr.  Komerowski is a former  employee of the
Company.  Other than as noted above, there are no material relationships between
any of the Selling Securityholders and the Company or any of its predecessors or
affiliates,  nor have such material  relationships existed within the past three
years.

     The  following  table sets forth  certain  information  with respect to the
Selling Securityholders as of April 15, 1997.
Common Stock
                                          Common Stock                     Maximum                 Beneficial Ownership
          Selling                     Beneficial Ownership                Amount to                  After Offering if
      Securityholder                 Prior to Offering(1)(2)             be Sold(2)                Maximum is Sold(1)(2)
----------------------------    ----------------------------------    ------------------    ------------------------------------

                                    Amount             Percent                                    Amount            Percent
                                ----------------     -------------                           -----------------    -------------
Stanley S. Binder                  178,636(3)             3.2%             100,000                78,636               1.4%
John H. Davies                     140,732(4)             2.6               69,500                71,232               1.3
Richard S. Rosenfeld                64,036(5)             1.2               50,000                14,036               *
Kenneth S. Wood                     73,636(6)             1.3               60,000                13,636               *
Richard D. Condon                   36,250(7)             *                 22,500                13,750               *
John J. Harte                       69,190(8)             1.3               22,500                46,690               *
John D. Abernathy                   36,250(9)             *                 22,500                13,750               *
James C. McGrath                    36,250(10)             *                22,500                13,750               *
David Martinak                       6,090                *                  5,000                 1,090               *
Ludo Daubner                        20,613                *                 16,250                 4,363               *
Chris Komerowski                     1,000                *                  1,000                  --                 --
-----------------------
*Less than 1%.
1)     Assumes the full exercise or conversion of all outstanding  convertible
       securities, warrants, rights or options for such person or entity.

(2)    Certain amounts shown are subject to adjustment in certain circumstances.

(3)    Includes  100,000  shares  of  Common  Stock  issuable  upon  exercise of
       options  and  12,500  shares  of Common  Stock issuable  upon exercise of
       warrants to purchase Common Stock.

(4)    Includes  69,500  shares  of  Common  Stock  issuable  upon  exercise  of
       options  and  12,500  shares of Common  Stock  issuable  upon exercise of
       warrants to purchase Common Stock.

(5)    Includes  50,000 shares of Common Stock issuable upon exercise of options
       and 5,000 shares of Common Stock  issuable  upon  exercise of warrants to
       purchase Common Stock and 3,636 shares of Common Stock beneficially owned
       by Richard  Rosenfeld as custodian for Jason  Rosenfeld under the Uniform
       Gifts to Minors Act.

(6)    Includes 60,000 shares of Common Stock issuable upon exercise of options.

(7)    Includes 22,500 shares of Common Stock issuable upon  exercise of options
       and  8,750  shares  issuable upon exercise of warrants to purchase Common
       Stock.

(8)    Includes 22,500 shares of Common Stock  issuable upon exercise of options
       and  12,500 shares of Common Stock issuable upon exercise of warrants to 
       purchase Common Stock.

(9)    Includes 22,500 shares of Common Stock  issuable upon exercise of options
       and 6,250 shares of Common Stock issuable upon exercise of warrants to 
       purchase Common Stock.

(10)   Includes  22,500 shares of Common Stock issuable upon exercise of options
       and  8,750  shares of Common Stock issuable upon exercise of warrants to 
       purchase Common Stock.

                              PLAN OF DISTRIBUTION

     The distribution of the Common Stock by the Selling Securityholders,  or by
the Selling Securityholders'  pledgees,  donees, transferees or other successors
in interest,  may be effected from time to time in one or more  transactions  on
The NASDAQ National Market System, in special offerings,  exchange distributions
and/or secondary distributions pursuant to and in accordance with the applicable
rules of the National Association of Securities Dealers,  Inc. ("NASD"),  in the
over-the-counter   market,  in  negotiated  transactions   (including,   without
limitation,  privately negotiated transactions),  through the writing of options
on the Common  Stock,  or through the issuance of other  securities  convertible
into shares of the Common Stock  (whether such options or other  securities  are
listed on an options or securities  exchange or otherwise),  or a combination of
such methods of distribution,  at market prices  prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices.

     Any or all of the Common Stock may be sold from time to time to  purchasers
directly  by a Selling  Securityholder.  Sales of Common  Stock also may be made
pursuant to Rules 144,  144A or 904 of the  Securities  Act,  provided  that the
requirements  of such  rules,  including,  without  limitation,  any  applicable
holding  periods  and manner of sale  requirements,  are met.  Alternatively,  a
Selling  Securityholder  may from time to time  offer  any or all of the  Common
Stock  through   underwriters,   dealers,   brokers  or  agents,   including  in
transactions in which any such underwriters,  dealers, brokers or agents solicit
purchasers,  in  block  transactions  or  in  transactions  in  which  any  such
underwriters,  dealers,  brokers,  or agents will attempt to sell such shares of
Common  Stock as an agent  but may  resell  such  shares  of  Common  Stock as a
principal pursuant to this Prospectus.

     Any  underwriters,   dealers,   brokers  or  agents  participating  in  the
distribution of the Common Stock offered hereby may receive  compensation in the
form of underwriting discounts, concessions,  commissions or fees from a Selling
Securityholder and/or purchasers of Common Stock for whom they may act as agents
(which compensation may be in excess of customary  commissions).  In addition, a
Selling  Securityholder  and any such underwriters,  dealers,  brokers or agents
that  participate  in the  distribution  of  Common  Stock  may be  deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act and any
commissions  received  by them and any  profit  on the  resale  of shares of the
Common Stock may be deemed to be underwriting  compensation.  Additionally,  the
Selling Securityholders may pledge shares of the Common Stock, and in such event
agents or  dealers  may  acquire  the shares of the  Common  Stock or  interests
therein, and may, from time to time, effect distribution of shares of the Common
Stock or interests in such capacity.

     At the time any  underwritten  or  coordinated  distribution  of the Common
Stock is made, to the extent  required,  a supplement to this prospectus will be
distributed  which will set forth the aggregate number of shares of Common Stock
being offered and the terms of the offering,  including the name or names of any
participating  Selling  Securityholders,  underwriters,  dealers or agents,  any
discounts,  commissions  and  other  items  constituting  compensation  from the
Selling Securityholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers.

     In  order  to  comply  with  the  securities  laws of  certain  states,  if
applicable,  the Common  Stock will be sold in such  jurisdictions  only through
registered or licensed brokers or dealers.  In certain states,  the Common Stock
may not be sold unless  registered or qualified for sale in such state or unless
an exemption from  registration or  qualification  is available and such sale is
made in compliance with such exemption.

        SECURITIES AND EXCHANGE COMMISSION'S POSITION ON INDEMNIFICATION

     Article Tenth of the Company's  Certificate of Incorporation and Section 10
of the Company's  by-laws,  as amended,  provide that the Company shall,  to the
fullest extent  permitted by law,  indemnify  each person  (including the heirs,
executors,  administrators  and other personal  representatives  of such person)
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in  settlement,  actually and  reasonably  incurred by such person in connection
with any  threatened,  pending or actual  suit,  action or  proceeding  (whether
civil,  criminal,  administrative  or  investigative  in nature or otherwise) in
which such person may be involved by reason of the fact that he or she is or was
a director  or officer of the Company or is serving  any other  incorporated  or
unincorporated  enterprise  in any of  such  capacities  at the  request  of the
Company. Such provisions may provide indemnification to the officers,  directors
or controlling persons of the Company for liability under the Securities Act.

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

                                  LEGAL MATTERS

     Certain  matters  with  respect to the  validity and legality of the Common
Stock  offered  hereby  have been  passed  upon for the  Company by  Lowenstein,
Sandler, Kohl, Fisher & Boylan, P.A., Roseland, New Jersey.

                                     EXPERTS

     The financial  statements  of the Company  included in the 1996 Form 10-KSB
and   incorporated  by  reference  in  this  Prospectus  and  elsewhere  in  the
Registration  Statement  have been  audited  by BDO  Seidman,  LLP,  independent
certified  public  accountants,  to the extent and for the  periods set forth in
their report  incorporated  herein by reference and are  incorporated  herein in
reliance  upon such report  given upon the  authority of said firm as experts in
auditing and accounting.
No  dealer,  salesman  or  any other  person  has been  authorized  to give any 
information  or  to  make any  representations in connection with this offering 
other than those contained in this Prospectus and, if given or made, such other 
information  and  representations  must  not  be  relied  upon  as  having been 
authorized  by  the  Company.  Neither  the  392,000  Shares  delivery  of  this
Prospectus nor any sale made hereunder  shall,  under any  circumstances, create
any  implication  that  there  has  been no change in the affairs of the Company
since  the date hereof or that the information  contained  herein is correct as 
of any time  subsequent  to its date.  This  Prospectus  does not constitute an 
offer to sell or a BARRINGER  TECHNOLOGIES INC.  solicitation of an offer to buy
such  securities in  any  circumstances  in  which such offer or solicitation is
unlawful. Common Stock

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

                                   PROSPECTUS
                                 --------------

                                TABLE OF CONTENTS

                               April 21, 1997

                                                   Page
Available Information................................2
Documents Incorporated
  by Reference.......................................2
Forward-Looking Statements...........................3
Risk Factors.........................................3
The Company..........................................7
Use of Proceeds......................................8
Selling Securityholders..............................9
Plan of Distribution................................10
Securities and Exchange Commission's
  Position on Indemnification.......................11
Legal Matters.......................................11
Experts  ...........................................11
II-3

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The  following   documents  filed  by  Barringer   Technologies  Inc.  (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated by reference in this Registration Statement:

          (i) The  Company's  Annual  Report on Form  10-KSB for the fiscal year
ended December 31, 1996;

          (ii) The  description of the Company's  Common Stock  contained in the
Company's  Registration  Statement on Form 8-A including any amendment or report
filed for the purpose of updating such information.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended (the "Exchange  Act"),  after the date of this  Registration
Statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement which indicates that all securities  offered hereby have
been sold or which  deregisters  all securities  then remaining  unsold shall be
deemed to be incorporated by reference into this  Registration  Statement and to
be a part hereof from their respective dates of filing (such documents,  and the
documents  enumerated  above,  being  hereinafter  referred to as  "Incorporated
Documents").  Any  statement  contained in any  Incorporated  Document  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
Incorporated Document 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

     Article Tenth of the Company's  Certificate  of  Incorporation,  as amended
("Certificate of  Incorporation")  and Section 10 of the Company's  by-laws,  as
amended  ("By-laws"),  provide  that the Company  shall,  to the fullest  extent
permitted  by law,  indemnify  each  person  (including  the  heirs,  executors,
administrators  and  other  personal  representatives  of such  person)  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement,  actually and reasonably  incurred by such person in connection with
any  threatened,  pending or actual suit,  action or proceeding  (whether civil,
criminal,  administrative or investigative in nature or otherwise) in which such
person may be involved by reason of the fact that he or she is or was a director
or officer of the Company or is serving any other incorporated or unincorporated
enterprise in any of such capacities at the request of the Company.

     Section 145 of the General  Corporation  Law of the State of Delaware  (the
"GCL") permits a corporation,  under specified  circumstances,  to indemnify its
directors,  officers, employees or agents against expenses (including attorney's
fees), judgments,  fines and amounts paid in settlements actually and reasonably
incurred by them in connection  with any action,  suit or proceeding  brought by
third parties by reason of the fact that they were or are  directors,  officers,
employees or agents of the corporation, if such directors,  officers,  employees
or agents acted in good faith and in a manner they reasonably  believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal  action or  proceeding,  had no reason to  believe  their  conduct  was
unlawful.  In a  derivative  action,  i.e.,  one  by  or in  the  right  of  the
corporation,  indemnification  may  be  made  only  for  expenses  actually  and
reasonably  incurred by directors,  officers,  employees or agents in connection
with the defense or settlement of an action or suit,  and only with respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been judged  liable to the  corporation  unless and only to the extent that
the  court  in which  the  action  or suit  was  brought  shall  determine  upon
application  that the  defendant  directors,  officers,  employees or agents are
fairly and  reasonably  entitled to  indemnity  for such  expenses  despite such
adjudication of liability.

     Article Tenth of the Certificate of Incorporation also contains a provision
limiting the personal  liability of directors to the fullest extent permitted or
authorized by the GCL or other  applicable  law.  Under the GCL, such  provision
would not limit liability of a director for (i) breach of the director's duty of
loyalty,  (ii) acts or  omissions  not in good  faith or  involving  intentional
misconduct  or  knowing   violation  of  law,  (iii)  payment  of  dividends  or
repurchases or redemptions of stock other than from lawfully available funds, or
(iv) any transactions from which the director derives an improper benefit.

Item 7.  Exemption From Registration Claimed

     Certain  of the  securities  covered  by this  Registration  Statement  are
restricted  securities  issued by the  Company  pursuant  to the  Agreements  to
certain employees or former employees of the Company prior to the filing of this
Registration Statement. Such issuances were exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended.

Item 8.  Exhibits

     The Exhibits  accompanying  this  Registration  Statement are listed on the
accompanying Exhibit Index.

Item 9.  Undertakings

         (a)  The undersigned registrant hereby undertakes:

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

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

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

               (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)  do  not  apply  if  the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act 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.

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

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

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  Providence,  State of New Jersey,  on April 21,
1997.

                                            BARRINGER TECHNOLOGIES INC.

                                            By: /s/ Stanley S. Binder
                                                -------------------------------
                                                Stanley S. Binder, President
                                                and Chief Executive Officer

     Pursuant  to  the   requirement  of  the  Securities  Act  of  1933,   this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated  on  April  21,  1997.  Each  of  the  undersigned  hereby
constitutes  and  appoints  Stanley S.  Binder,  Kenneth S. Wood and  Richard S.
Rosenfeld,  and each of them, his true and lawful  attorneys-in-fact and agents,
with full power of  substitution  and  resubstitution,  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 on Form S-8
relating to the Company's  1990 Stock Option Plan and certain  individual  stock
option  agreements  between the Company and certain  employees and  non-employee
directors  of the  Company  and to file the  same,  together  with all  exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission and such other state and federal government  commissions and
agencies as may be necessary or advisable,  granting unto said attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

     Signature                                      Capacity

/s/ Stanley S. Binder                       President, Chief Executive Officer 
__________________________                  (Principal Executive Officer) and 
Stanley S. Binder                           Director

/s/ John D. Abernathy                               Director
--------------------------
John D. Abernathy

/s/ Richard D. Condon                               Director
--------------------------
Richard D. Condon

/s/ John H. Davies                                   Director
---------------------------
John H. Davies

/s/ John J. Harte                                    Director
---------------------------
John J. Harte

/s/ James C. McGrath                                 Director
---------------------------
James C. McGrath

/s/ Richard S. Rosenfeld                       Vice  President-Finance,  Chief  
___________________________                    Financial  Officer  and Treasurer
Richard S. Rosenfeld                           (Principal Accounting  and 
                                               Principal Financial Officer)
EXHIBIT INDEX

Exhibit
Number        Description                                              Page No.

4.1      Certificate    of    Incorporation    of
         Barringer  Technologies  Inc.  (filed as
         Exhibit  3.1A  to the  Company's  Annual
         Report on Form 10-K for the fiscal  year
         ended   December   31,  1995  (File  No.
         0-3207)  and   incorporated   herein  by
         reference).

4.2      By-laws of Barringer  Technologies  Inc.
         (filed as Exhibit 3.2A to the  Company's
         Annual  Report on Form  10K/A-2  for the
         fiscal  year  ended  December  31,  1994
         (File No.0-3207) and incorporated herein
          by reference).

5.1      Opinion  of  Lowenstein,  Sandler,  Kohl,
         Fisher & Boylan, P.A.

23.1     Consent of BDO Seidman, LLP.

23.2     Consent of  Lowenstein,  Sandler,  Kohl,
         Fisher & Boylan, P.A. (contained in 
         Exhibit 5.1).

 99.1    1990 Stock Option Plan (filed as Exhibit
         10.25 to the Company's  Annual Report on
         Form  10-K  for the  fiscal  year  ended
         December 31, 1990 (File No.  0-3207) and
         incorporated herein by reference).

99.2     Form of Stock Option Agreement.

99.3     Form of 1995 Non-Qualified  Stock Option
         Agreement  (filed as Exhibit 10.6 to the
         Company's Registration Statement on Form
         SB-2,  dated November 12, 1996 (File No.
         333-13703)  and  incorporated  herein by
         reference).

99.4     Form of 1996 Non-Qualified  Stock Option
         Agreement  (filed as Exhibit 10.7 to the
         Company's Registration Statement on Form
         SB-2,  dated November 12, 1996 (File No.
         333-13703)  and  incorporated  herein by
         reference).