AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1997
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                   UNDER THE
                             SECURITIES ACT OF 1933


                          BRUNSWICK TECHNOLOGIES, INC.
           ----------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


          MAINE                                          01-0402052
-------------------------------             ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)



                    43 BIBBER PARKWAY, BRUNSWICK, MAINE 04011
                    -----------------------------------------
                    (Address of Principal Executive Offices)


                          BRUNSWICK TECHNOLOGIES, INC.
                      1991 STOCK OPTION PLAN, AS AMENDED;
                1994 EMPLOYEE STOCK OPTION PLAN, AS AMENDED; AND
                           1997 EQUITY INCENTIVE PLAN
                           --------------------------
                           (Full Title of The Plans)


                               MARTIN S. GRIMNES
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                          BRUNSWICK TECHNOLOGIES, INC.
                               43 BIBBER PARKWAY
                             BRUNSWICK, MAINE 04011
                           -------------------------
                    (Name and Address of Agent For Service)

                                 (207) 729-7792
                 ---------------------------------------------
         (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                            MARIANNE GILLERAN, ESQ.
                              GADSBY & HANNAH LLP
                              225 FRANKLIN STREET
                          BOSTON, MASSACHUSETTS 02110
                                 (617) 345-7000







                        CALCULATION OF REGISTRATION FEE

================================================================================
              1991 STOCK OPTION PLAN, AS AMENDED (THE "1991 PLAN")
              ----------------------------------------------------
----------------  --------------  --------------   --------------   ------------
Title of                             Proposed        Proposed       
Securities to be   Amount to be      Maximum          Maximum         Amount of 
Registered        Registered (1)  Offering Price     Aggregate      Registration
                                    Per Share      Offering Price       Fee    
                                       (2)              (2)         
----------------  --------------  --------------   --------------   ------------
 Common Stock,      252,450         $0.030303        $7,649.99          $2.32
  $0.0001 par 
value per share
----------------  --------------  --------------   --------------   ------------
 Common Stock,      15,114          $0.151515        $2,290.00          $0.69
  $0.0001 par 
value per share
----------------  --------------  --------------   --------------   ------------
 Common Stock,      160,050         $1.515152       $242,500.08         $73.48
  $0.0001 par 
value per share
----------------  --------------  --------------   --------------   ------------

         1994 EMPLOYEE STOCK OPTION PLAN, AS AMENDED (THE "1994 PLAN")
         -------------------------------------------------------------
----------------  --------------  --------------   --------------   ------------
Title of                             Proposed        Proposed       
Securities to be   Amount to be      Maximum          Maximum         Amount of 
Registered        Registered (1)  Offering Price     Aggregate      Registration
                                   Per Share (2)   Offering Price        Fee    
                                                        (2)         
----------------  --------------  --------------   --------------   ------------
Common Stock,       81,675          $1.515152        $123,750.04       $37.50
$0.0001 par 
value per share
----------------  --------------  --------------   --------------   ------------

                  1997 EQUITY INCENTIVE PLAN (THE "1997 PLAN")
                  --------------------------------------------
----------------  --------------  --------------   --------------   ------------
Title of                             Proposed        Proposed       
Securities to be   Amount to be      Maximum          Maximum         Amount of 
Registered        Registered (1)  Offering Price     Aggregate      Registration
                                    Per Share      Offering Price        Fee    
                                     (2)(3)           (2)(3)         
----------------  --------------  --------------   --------------   ------------
Common Stock,       59,150           $9.50            $561,925         $170.28
$0.0001 par 
value per share
----------------  --------------  --------------   --------------   ------------
Common Stock,       362,590          $15.875        $5,756,116.25     $1,744.28 
$0.0001 par 
value per share
----------------  --------------  --------------   --------------   ------------

    TOTAL REGISTRATION FEE FOR THE 1991 PLAN, THE 1994 PLAN AND THE 1997 PLAN
    -------------------------------------------------------------------------

-------------------------------------------------------------  -----------------
Total  Amount of Shares of Common  Stock,  $0.0001 par value     Total Amount   
per share,  to be Registered  Under the 1991 Plan,  the 1994    of Registration
Plan and the 1997 Plan (1)                                          Fee (4)    
-------------------------------------------------------------  -----------------
              931,029                                              $2,028.55
-------------------------------------------------------------  -----------------





(1)      Pursuant to Rule 416, there are also being  registered  such additional
         shares of Common Stock as may become issuable  pursuant to stock splits
         or similar transactions.

(2)      The offering  price for shares  subject to options  outstanding  on the
         date hereof is the actual exercise price of such options.

(3)      The offering price of $15.875 is for shares that have not yet been made
         subject to options on the date hereof under the 1997 Plan, and has been
         estimated  solely for the purpose of computing  the  registration  fee,
         pursuant to Regulation  C, Rule 457(h),  on the basis of the average of
         the high and low prices of the  registrant's  Common Stock, as reported
         in the consolidated  reporting  system of NASDAQ/NMS,  on September 30,
         1997.

(4)      The  Registration  Fee consists of $2.32  payable in respect of 252,450
         shares  subject to options  under the 1991 Plan at $0.030303 per share,
         plus $0.69 payable in respect of 15,114 shares subject to options under
         the 1991 Plan at $0.151515 per share, plus $73.48 payable in respect of
         160,050  shares subject to options under the 1991 Plan at $1.515152 per
         share,  plus  $37.50  payable in respect  of 81,675  shares  subject to
         options  under the 1994  Plan at  $1.515152  per  share,  plus  $170.28
         payable in respect of 59,150  shares  subject to options under the 1997
         Plan at $9.50 per share,  plus $1,744.28  payable in respect of 362,590
         shares  under the 1997 Plan  that  have not yet been  made  subject  to
         options,  based on an offering price of $15.875.  The offering price of
         $15.875  for shares  that have not yet been made  subject to options on
         the date hereof under the 1997 Plan has been  estimated  solely for the
         purpose of computing the  registration  fee,  pursuant to Regulation C,
         Rule 457(h),  on the basis of the average of the high and low prices of
         the  registrant's   Common  Stock,  as  reported  in  the  consolidated
         reporting system of NASDAQ/NMS, on September 30, 1997.









                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         The document(s)  containing the information specified in Part I of Form
S-8 are not required to be filed with the  Securities  and  Exchange  Commission
(the  "Commission")  as part of this  registration  statement on Form S-8.  Such
documents  and the  documents  incorporated  by reference  in this  registration
statement on Form S-8 pursuant to Item 3 of Part II hereof,  as described below,
taken together,  constitute a prospectus that meets the  requirements of Section
10(a) of the Securities Act of 1933, as amended (the "Securities Act").








                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        The  following   documents  are   incorporated   by  reference  in  this
registration statement:

        (a)    The Annual Report on Form 10-K for the fiscal year ended December
31, 1996 ("Fiscal 1996") filed by Brunswick  Technologies,  Inc. (the "Company")
pursuant to Section  13(a) of the  Securities  Exchange Act of 1934,  as amended
(the "Exchange Act").

        (b)    All other reports filed by the Company  pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of Fiscal 1996; and

        (c)    The description of the Company's securities in the Company's Form
8-A Registration Statement filed with the Commission on January 31, 1997.

        All  documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment  which  indicates that all securities  offered in this
registration  statement have been sold, or which deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part  hereof from the date of the filing of
such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Insofar as indemnification  for liabilities arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Company pursuant to the following provisions, or otherwise, the Company 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.

        Subsection  (1) of Section  719 of the Maine  Business  Corporation  Act
empowers a corporation to indemnify,  or if so provided in the bylaws,  shall in
all cases  indemnify,  any person who was or is a party or is  threatened  to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that  that  person  is or was a  director,  officer,  employee  or  agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  officer,  trustee, partner,  fiduciary,  employee or agent of another
corporation,  partnership,  joint  venture,  trust,  pension  or other  employee
benefit plan or other enterprise,  against expenses,  including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by that person in connection with such action, suit or proceeding; provided that
no indemnification  may be provided for any person with respect to any matter as
to which that person shall have been finally adjudicated:  (a) not to have acted
honestly or in the  reasonable  belief that that  person's 








action was in or not  opposed to the best  interest  of the  corporation  or its
shareholders  or, in the case of a person  serving as a fiduciary of an employee
benefit  plan or trust,  in or not  opposed to the best  interest of the plan or
trust, or its participants or beneficiaries; or (b) with respect to any criminal
action or proceeding, to have had reasonable cause to believe that that person's
conduct was unlawful.

        Furthermore, subsection (1) of Section 719 provides that the termination
of any action,  suit or proceeding by judgment,  order or conviction  adverse to
that person,  or by  settlement or plea of nolo  contendere  or its  equivalent,
shall not of itself create a  presumption  that that person did not act honestly
or in the reasonable  belief that that person's  action was in or not opposed to
the best interests of the corporation or its  shareholders  or, in the case of a
person  serving as a fiduciary of an employee  benefit plan or trust,  in or not
opposed  to the best  interests  of that  plan or trust or its  participants  or
beneficiaries  and,  with  respect to any  criminal  action or  proceeding,  had
reasonable cause to believe that that person's conduct was unlawful.

        Subsection  (1-A) of  Section  719  provides  that  notwithstanding  any
provision of subsection (1), a corporation shall not have the power to indemnify
any person  with  respect to any claim,  issue or matter  asserted  by or in the
right of the  corporation  as to which that person is finally  adjudicated to be
liable  to the  corporation  unless  the  court in  which  the  action,  suit or
proceeding was brought shall determine that, in view of all the circumstances of
the case,  that person is fairly and  reasonably  entitled to indemnity for such
amounts as the court shall deem reasonable.

        Subsection  (3) of Section 719 provides that any  indemnification  under
subsection  (1),  unless ordered by a court or required by the bylaws,  shall be
made  by the  corporation  only  as  authorized  in  the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is proper in the  circumstances  and in the best  interests of the  corporation.
That determination shall be made by the board of directors by a majority vote of
a quorum  consisting of directors  who were not parties to that action,  suit or
proceeding,  or if such a quorum is not obtainable,  or even if obtainable, if a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or by the shareholders.  Such a determination once made may not
be revoked and, upon the making of that  determination,  the director,  officer,
employee or agent may enforce the  indemnification  against the corporation by a
separate action notwithstanding any attempted or actual subsequent action by the
board of directors.

        Finally, subsection (6) of Section 719 provides that a corporation shall
have power to purchase and maintain  insurance on behalf of any person who is or
was a  director,  officer,  employee or agent of the  corporation,  or is or was
serving at the  request of the  corporation  as a  director,  officer,  trustee,
partner, fiduciary, employee or agent of another corporation, partnership, joint
venture,  trust,  pension or other  employee  benefit  plan or other  enterprise
against any liability  asserted  against that person and incurred by that person
in any such capacity, or arising out of that person's status as such, whether or
not the  corporation  would have the power to indemnify that person against such
liability under this section.

        Section 14 of Article Third of the Third Restated  Bylaws of the Company
provides for such  indemnification to the fullest extent that the Maine Business
Corporation  Act  permits,  as  more  fully  described  in the  five  paragraphs
immediately preceding above.

        The Company has  purchased  directors and officers  liability  insurance
covering  liabilities  incurred by its officers and directors in connection with
the  performance of their duties from National  Union Fire Insurance  Company of
Pittsburgh, PA., in the amount of $3,000,000.








ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.

        The following exhibits are filed as part of this registration statement:

   Exhibit
   Number      Description
   -------     -----------

        4a     1991  Stock  Option  Plan  (filed  as  Exhibit  No.  10.21 to the
               Company's  Form  S-1  Registration  Statement,  Registration  No.
               333-10721, and hereby incorporated by reference)

        4b     Amendment  No. 1 to 1991 Stock  Option Plan (filed as Exhibit No.
               10.22  to  the  Company's   Form  S-1   Registration   Statement,
               Registration No. 333-10721, and hereby incorporated by reference)

        4c     1994  Employee  Stock  Option Plan (filed as Exhibit No. 10.23 to
               the Company's Form S-1 Registration  Statement,  Registration No.
               333-10721, and hereby incorporated by reference)

        4d     Amendment  No. 1 to 1994  Employee  Stock  Option  Plan (filed as
               Exhibit  No.  10.24  to  the  Company's  Form  S-1   Registration
               Statement, Registration No. 333-10721, and hereby incorporated by
               reference)

        4e     1997 Equity  Incentive  Plan  (filed as Exhibit No.  10.25 to the
               Company's  Form  S-1  Registration  Statement,  Registration  No.
               333-10721, and hereby incorporated by reference)

        4f     Amended and Restated Articles of Incorporation  (filed as Exhibit
               No.  3.1  to  the  Company's  Form  S-1  Registration  Statement,
               Registration No. 333-10721, and hereby incorporated by reference)

        4g     Third Restated  Bylaws (filed as Exhibit No. 3.2 to the Company's
               Form S-1 Registration Statement,  Registration No. 333-10721, and
               hereby incorporated by reference)

        5      Opinion of Eaton, Peabody, Bradford & Veague, P.A.

        23a    Consent of Eaton, Peabody,  Bradford & Veague, P.A. (contained in
               Opinion filed as Exhibit 5)

        23b    Consent of Coopers & Lybrand L.L.P.

        23c    Consent of KPMG Peat Marwick LLP

        24     Power of Attorney








ITEM 9.  UNDERTAKINGS.

        (a)    The undersigned registrant hereby undertakes:

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

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

                        (ii) to  reflect in the  prospectus  any facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement.  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
a  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 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

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

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

                  (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; and

                  (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
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.











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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]









                                   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 Town of Brunswick, State of Maine, on October 1, 1997.

                                            BRUNSWICK TECHNOLOGIES, INC.


                                         By /s/ Martin S. Grimnes
                                            ---------------------------
                                            Martin S. Grimnes,
                                            Chairman and Chief Executive Officer


        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

    Signature                   Title                               Date
    ---------                   -----                               ----

/s/ Martin S. Grimnes           Chairman, Chief Executive       October 1, 1997
----------------------          Officer and Director         
Martin S. Grimnes               (Principal Executive Officer)
                                

/s/ David M. Coit               Director                        October 1, 1997
----------------------
David M. Coit


/s/ Max G. Pitcher              Director                        October 1, 1997
----------------------
Max G. Pitcher


/s/ David E. Sharpe             Director                        October 1, 1997
----------------------
David E. Sharpe


/s/ Peter N. Walmsley           Director                        October 1, 1997
----------------------
Peter N. Walmsley


/s/ John P. O'Sullivan          Chief Financial Officer         October 1, 1997
----------------------          and Treasurer (Principal
John P. O'Sullivan              Financial and Accounting
                                Officer)                
                                

/s/ William M. Dubay            President, Chief Operating      October 1, 1997
----------------------          Officer and Director
William M. Dubay                


/s/ Donald R. Hughes            Director                        October 1, 1997
----------------------
Donald R. Hughes
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1997
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                   UNDER THE
                             SECURITIES ACT OF 1933

                          BRUNSWICK TECHNOLOGIES, INC.
           ----------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

          MAINE                                          01-0402052
-------------------------------             ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                    43 BIBBER PARKWAY, BRUNSWICK, MAINE 04011
                    -----------------------------------------
                    (Address of Principal Executive Offices)

                          BRUNSWICK TECHNOLOGIES, INC.
                      1991 STOCK OPTION PLAN, AS AMENDED;
                1994 EMPLOYEE STOCK OPTION PLAN, AS AMENDED; AND
                           1997 EQUITY INCENTIVE PLAN
                           --------------------------
                           (Full Title of The Plans)

                               MARTIN S. GRIMNES
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                          BRUNSWICK TECHNOLOGIES, INC.
                               43 BIBBER PARKWAY
                             BRUNSWICK, MAINE 04011
                           -------------------------
                    (Name and Address of Agent For Service)

                                 (207) 729-7792
                 ---------------------------------------------
         (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:

                            MARIANNE GILLERAN, ESQ.
                              GADSBY & HANNAH LLP
                              225 FRANKLIN STREET
                          BOSTON, MASSACHUSETTS 02110
                                 (617) 345-7000

                        CALCULATION OF REGISTRATION FEE

================================================================================
              1991 STOCK OPTION PLAN, AS AMENDED (THE "1991 PLAN")
              ----------------------------------------------------
----------------  --------------  --------------   --------------   ------------
Title of                             Proposed        Proposed       
Securities to be   Amount to be      Maximum          Maximum         Amount of 
Registered        Registered (1)  Offering Price     Aggregate      Registration
                                    Per Share      Offering Price       Fee    
                                       (2)              (2)         
----------------  --------------  --------------   --------------   ------------
 Common Stock,      252,450         $0.030303        $7,649.99          $2.32
  $0.0001 par 
value per share
----------------  --------------  --------------   --------------   ------------
 Common Stock,      15,114          $0.151515        $2,290.00          $0.69
  $0.0001 par 
value per share
----------------  --------------  --------------   --------------   ------------
 Common Stock,      160,050         $1.515152       $242,500.08         $73.48
  $0.0001 par 
value per share
----------------  --------------  --------------   --------------   ------------

         1994 EMPLOYEE STOCK OPTION PLAN, AS AMENDED (THE "1994 PLAN")
         -------------------------------------------------------------
----------------  --------------  --------------   --------------   ------------
Title of                             Proposed        Proposed       
Securities to be   Amount to be      Maximum          Maximum         Amount of 
Registered        Registered (1)  Offering Price     Aggregate      Registration
                                   Per Share (2)   Offering Price        Fee    
                                                        (2)         
----------------  --------------  --------------   --------------   ------------
Common Stock,       81,675          $1.515152        $123,750.04       $37.50
$0.0001 par 
value per share
----------------  --------------  --------------   --------------   ------------

                  1997 EQUITY INCENTIVE PLAN (THE "1997 PLAN")
                  --------------------------------------------
----------------  --------------  --------------   --------------   ------------
Title of                             Proposed        Proposed       
Securities to be   Amount to be      Maximum          Maximum         Amount of 
Registered        Registered (1)  Offering Price     Aggregate      Registration
                                    Per Share      Offering Price        Fee    
                                     (2)(3)           (2)(3)         
----------------  --------------  --------------   --------------   ------------
Common Stock,       59,150           $9.50            $561,925         $170.28
$0.0001 par 
value per share
----------------  --------------  --------------   --------------   ------------
Common Stock,       362,590          $15.875        $5,756,116.25     $1,744.28 
$0.0001 par 
value per share
----------------  --------------  --------------   --------------   ------------

    TOTAL REGISTRATION FEE FOR THE 1991 PLAN, THE 1994 PLAN AND THE 1997 PLAN
    -------------------------------------------------------------------------

-------------------------------------------------------------  -----------------
Total  Amount of Shares of Common  Stock,  $0.0001 par value     Total Amount   
per share,  to be Registered  Under the 1991 Plan,  the 1994    of Registration
Plan and the 1997 Plan (1)                                          Fee (4)    
-------------------------------------------------------------  -----------------
              931,029                                              $2,028.55
-------------------------------------------------------------  -----------------

(1)      Pursuant to Rule 416, there are also being  registered  such additional
         shares of Common Stock as may become issuable  pursuant to stock splits
         or similar transactions.

(2)      The offering  price for shares  subject to options  outstanding  on the
         date hereof is the actual exercise price of such options.

(3)      The offering price of $15.875 is for shares that have not yet been made
         subject to options on the date hereof under the 1997 Plan, and has been
         estimated  solely for the purpose of computing  the  registration  fee,
         pursuant to Regulation  C, Rule 457(h),  on the basis of the average of
         the high and low prices of the  registrant's  Common Stock, as reported
         in the consolidated  reporting  system of NASDAQ/NMS,  on September 30,
         1997.

(4)      The  Registration  Fee consists of $2.32  payable in respect of 252,450
         shares  subject to options  under the 1991 Plan at $0.030303 per share,
         plus $0.69 payable in respect of 15,114 shares subject to options under
         the 1991 Plan at $0.151515 per share, plus $73.48 payable in respect of
         160,050  shares subject to options under the 1991 Plan at $1.515152 per
         share,  plus  $37.50  payable in respect  of 81,675  shares  subject to
         options  under the 1994  Plan at  $1.515152  per  share,  plus  $170.28
         payable in respect of 59,150  shares  subject to options under the 1997
         Plan at $9.50 per share,  plus $1,744.28  payable in respect of 362,590
         shares  under the 1997 Plan  that  have not yet been  made  subject  to
         options,  based on an offering price of $15.875.  The offering price of
         $15.875  for shares  that have not yet been made  subject to options on
         the date hereof under the 1997 Plan has been  estimated  solely for the
         purpose of computing the  registration  fee,  pursuant to Regulation C,
         Rule 457(h),  on the basis of the average of the high and low prices of
         the  registrant's   Common  Stock,  as  reported  in  the  consolidated
         reporting system of NASDAQ/NMS, on September 30, 1997.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 are not required to be filed with the  Securities  and  Exchange  Commission
(the  "Commission")  as part of this  registration  statement on Form S-8.  Such
documents  and the  documents  incorporated  by reference  in this  registration
statement on Form S-8 pursuant to Item 3 of Part II hereof,  as described below,
taken together,  constitute a prospectus that meets the  requirements of Section
10(a) of the Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        The  following   documents  are   incorporated   by  reference  in  this
registration statement:

        (a)    The Annual Report on Form 10-K for the fiscal year ended December
31, 1996 ("Fiscal 1996") filed by Brunswick  Technologies,  Inc. (the "Company")
pursuant to Section  13(a) of the  Securities  Exchange Act of 1934,  as amended
(the "Exchange Act").

        (b)    All other reports filed by the Company  pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of Fiscal 1996; and

        (c)    The description of the Company's securities in the Company's Form
8-A Registration Statement filed with the Commission on January 31, 1997.

        All  documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment  which  indicates that all securities  offered in this
registration  statement have been sold, or which deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part  hereof from the date of the filing of
such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Insofar as indemnification  for liabilities arising under the Securities
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Company pursuant to the following provisions, or otherwise, the Company 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.

        Subsection  (1) of Section  719 of the Maine  Business  Corporation  Act
empowers a corporation to indemnify,  or if so provided in the bylaws,  shall in
all cases  indemnify,  any person who was or is a party or is  threatened  to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that  that  person  is or was a  director,  officer,  employee  or  agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  officer,  trustee, partner,  fiduciary,  employee or agent of another
corporation,  partnership,  joint  venture,  trust,  pension  or other  employee
benefit plan or other enterprise,  against expenses,  including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by that person in connection with such action, suit or proceeding; provided that
no indemnification  may be provided for any person with respect to any matter as
to which that person shall have been finally adjudicated:  (a) not to have acted
honestly or in the  reasonable  belief that that  person's 

action was in or not  opposed to the best  interest  of the  corporation  or its
shareholders  or, in the case of a person  serving as a fiduciary of an employee
benefit  plan or trust,  in or not  opposed to the best  interest of the plan or
trust, or its participants or beneficiaries; or (b) with respect to any criminal
action or proceeding, to have had reasonable cause to believe that that person's
conduct was unlawful.

        Furthermore, subsection (1) of Section 719 provides that the termination
of any action,  suit or proceeding by judgment,  order or conviction  adverse to
that person,  or by  settlement or plea of nolo  contendere  or its  equivalent,
shall not of itself create a  presumption  that that person did not act honestly
or in the reasonable  belief that that person's  action was in or not opposed to
the best interests of the corporation or its  shareholders  or, in the case of a
person  serving as a fiduciary of an employee  benefit plan or trust,  in or not
opposed  to the best  interests  of that  plan or trust or its  participants  or
beneficiaries  and,  with  respect to any  criminal  action or  proceeding,  had
reasonable cause to believe that that person's conduct was unlawful.

        Subsection  (1-A) of  Section  719  provides  that  notwithstanding  any
provision of subsection (1), a corporation shall not have the power to indemnify
any person  with  respect to any claim,  issue or matter  asserted  by or in the
right of the  corporation  as to which that person is finally  adjudicated to be
liable  to the  corporation  unless  the  court in  which  the  action,  suit or
proceeding was brought shall determine that, in view of all the circumstances of
the case,  that person is fairly and  reasonably  entitled to indemnity for such
amounts as the court shall deem reasonable.

        Subsection  (3) of Section 719 provides that any  indemnification  under
subsection  (1),  unless ordered by a court or required by the bylaws,  shall be
made  by the  corporation  only  as  authorized  in  the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is proper in the  circumstances  and in the best  interests of the  corporation.
That determination shall be made by the board of directors by a majority vote of
a quorum  consisting of directors  who were not parties to that action,  suit or
proceeding,  or if such a quorum is not obtainable,  or even if obtainable, if a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or by the shareholders.  Such a determination once made may not
be revoked and, upon the making of that  determination,  the director,  officer,
employee or agent may enforce the  indemnification  against the corporation by a
separate action notwithstanding any attempted or actual subsequent action by the
board of directors.

        Finally, subsection (6) of Section 719 provides that a corporation shall
have power to purchase and maintain  insurance on behalf of any person who is or
was a  director,  officer,  employee or agent of the  corporation,  or is or was
serving at the  request of the  corporation  as a  director,  officer,  trustee,
partner, fiduciary, employee or agent of another corporation, partnership, joint
venture,  trust,  pension or other  employee  benefit  plan or other  enterprise
against any liability  asserted  against that person and incurred by that person
in any such capacity, or arising out of that person's status as such, whether or
not the  corporation  would have the power to indemnify that person against such
liability under this section.

        Section 14 of Article Third of the Third Restated  Bylaws of the Company
provides for such  indemnification to the fullest extent that the Maine Business
Corporation  Act  permits,  as  more  fully  described  in the  five  paragraphs
immediately preceding above.

        The Company has  purchased  directors and officers  liability  insurance
covering  liabilities  incurred by its officers and directors in connection with
the  performance of their duties from National  Union Fire Insurance  Company of
Pittsburgh, PA., in the amount of $3,000,000.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.

        The following exhibits are filed as part of this registration statement:

   Exhibit
   Number      Description
   -------     -----------

        4a     1991  Stock  Option  Plan  (filed  as  Exhibit  No.  10.21 to the
               Company's  Form  S-1  Registration  Statement,  Registration  No.
               333-10721, and hereby incorporated by reference)

        4b     Amendment  No. 1 to 1991 Stock  Option Plan (filed as Exhibit No.
               10.22  to  the  Company's   Form  S-1   Registration   Statement,
               Registration No. 333-10721, and hereby incorporated by reference)

        4c     1994  Employee  Stock  Option Plan (filed as Exhibit No. 10.23 to
               the Company's Form S-1 Registration  Statement,  Registration No.
               333-10721, and hereby incorporated by reference)

        4d     Amendment  No. 1 to 1994  Employee  Stock  Option  Plan (filed as
               Exhibit  No.  10.24  to  the  Company's  Form  S-1   Registration
               Statement, Registration No. 333-10721, and hereby incorporated by
               reference)

        4e     1997 Equity  Incentive  Plan  (filed as Exhibit No.  10.25 to the
               Company's  Form  S-1  Registration  Statement,  Registration  No.
               333-10721, and hereby incorporated by reference)

        4f     Amended and Restated Articles of Incorporation  (filed as Exhibit
               No.  3.1  to  the  Company's  Form  S-1  Registration  Statement,
               Registration No. 333-10721, and hereby incorporated by reference)

        4g     Third Restated  Bylaws (filed as Exhibit No. 3.2 to the Company's
               Form S-1 Registration Statement,  Registration No. 333-10721, and
               hereby incorporated by reference)

        5      Opinion of Eaton, Peabody, Bradford & Veague, P.A.

        23a    Consent of Eaton, Peabody,  Bradford & Veague, P.A. (contained in
               Opinion filed as Exhibit 5)

        23b    Consent of Coopers & Lybrand L.L.P.

        23c    Consent of KPMG Peat Marwick LLP

        24     Power of Attorney

ITEM 9.  UNDERTAKINGS.

        (a)    The undersigned registrant hereby undertakes:

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

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

                        (ii) to  reflect in the  prospectus  any facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement.  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
a  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 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

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

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

                  (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; and

                  (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
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                   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 Town of Brunswick, State of Maine, on October 1, 1997.

                                            BRUNSWICK TECHNOLOGIES, INC.

                                         By /s/ Martin S. Grimnes
                                            ---------------------------
                                            Martin S. Grimnes,
                                            Chairman and Chief Executive Officer

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

    Signature                   Title                               Date
    ---------                   -----                               ----

/s/ Martin S. Grimnes           Chairman, Chief Executive       October 1, 1997
----------------------          Officer and Director         
Martin S. Grimnes               (Principal Executive Officer)
                                

/s/ David M. Coit               Director                        October 1, 1997
----------------------
David M. Coit

/s/ Max G. Pitcher              Director                        October 1, 1997
----------------------
Max G. Pitcher

/s/ David E. Sharpe             Director                        October 1, 1997
----------------------
David E. Sharpe

/s/ Peter N. Walmsley           Director                        October 1, 1997
----------------------
Peter N. Walmsley

/s/ John P. O'Sullivan          Chief Financial Officer         October 1, 1997
----------------------          and Treasurer (Principal
John P. O'Sullivan              Financial and Accounting
                                Officer)                
                                

/s/ William M. Dubay            President, Chief Operating      October 1, 1997
----------------------          Officer and Director
William M. Dubay                

/s/ Donald R. Hughes            Director                        October 1, 1997
----------------------
Donald R. Hughes