Registration 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)
                            ------------------------

                         1997 Stock Compensation Program
                            (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
- --------------------------------------------------------------------------------
Title of                    Proposed            Proposed Maximum    Amount of
Securities to  Amount to be Maximum Offering    Aggregate           Registration
be Registered  Registered   Price per Share (2) Offering Price (2)  Fee
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Common Stock, 
par value 
$.01 per share  600,000     $13.00              $7,800,000           $2,364
shares (1)
- --------------------------------------------------------------------------------
(1) Plus such additional  shares of Common Stock as may be issuable  pursuant to
the anti-dilution  provisions of the Company's 1997 Stock Compensation  Program,
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  $13.00  per  share,  which was the  average  of the high and low sales
prices  of the  Common  Stock as  reported  on the  Nasdaq  National  Market  on
September 5, 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  600,000  shares  of common  stock,  par  value  $.01 per share
("Common Stock"),  of Barringer  Technologies Inc. (the "Company") in connection
with the Company's 1997 Stock Compensation Program (the "Program"), 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 Program
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.


<PAGE>


                               REOFFER PROSPECTUS

                                 127,500 Shares
                           BARRINGER TECHNOLOGIES INC.
                                  Common Stock

     This Prospectus  relates to 127,500 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 (the  "Selling  Securityholders"),  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 "Securities  Act"). 

     The shares of Common  Stock  being  offered  hereby  were  acquired  by the
Selling  Securityholders  pursuant  to the  Company's  1997  Stock  Compensation
Program (the "Program") 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  $1,249,312 upon the issuance
of the Common Stock covered  hereby in  connection  with the exercise of options
granted  pursuant  to the  Program.  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 September  5, 1997,  the last sale price of the Common Stock as reported
on The Nasdaq National Market was $13.975 per share.

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

     See "Risk Factors" on page 5 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 September 8, 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  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 Company's  Quarterly  Reports on Form 10-QSB for the periods ended
March 30, 1997 and June 30, 1997; and 

     (iii) 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,
Murray  Hill,  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 application of and markets for the IONSCAN(R) technology, the development of
new  products,  the  probability  of  the  Company's  success  in  the  sale  of
IONSCAN(R)s in current or future markets,  the potential  effect of governmental
regulations and directives  changing security  requirements,  the ability of the
IONSCAN(R) to satisfy any certification protocol adopted by the Federal Aviation
Administration (the "FAA") or any other government agency, the amount and timing
of domestic  and  foreign  government  appropriations  for the  development  and
deployment of advanced  detection  technology  and the  Company's  liquidity and
capital 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 or incorporated by reference herein.
Important factors that could contribute to such differences are set forth herein
under "Risk Factors," including,  but not limited to, "Dependence on and Effects
of Government Regulation and Procurement Policies," "Dependence on Large Orders;
Customer  Concentrations,"  "Dependence  on IONSCAN(R)  and Market  Acceptance,"
"Dependence  on New Product  Development;  Technological  Advancement,"  Limited
Proprietary  Technology,"  "Fluctuations in Operating  Results,"  "Competition,"
"Lengthy  Sales  Cycle,"  "International  Business;  Risk of Change  in  Foreign
Regulations;  Fluctuations in Exchange Rates,"  "Dependence on Limited Number of
Suppliers,"  "Ability  to Manage  Rapid  Growth"  and  History of  Losses;  Cash
Constraints."

                                  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:   

Dependence on and Effects of Government  Regulation  and Procurement Policies 

     The  Company's  business is  dependent  upon  purchases of  IONSCAN(R)s  by
government   agencies.   Budgetary   allocations  for  detection  equipment  are
dependent, in part, upon government policies that fluctuate from time to time in
response to political and other  factors,  including the public's  perception of
the threat of airline bombings and other terrorist acts. Growth in the Company's
business is  substantially  dependent  upon the adoption and  implementation  of
regulations or requirements in the aviation security market, particularly in the
United States,  resulting in the use of advanced  explosives  detection systems,
including  trace  particle  detection  equipment.  The  Company  expects  that a
substantial  portion of current and anticipated  purchases of advanced detection
equipment  in the  aviation  security  market  will  be  made  by the  FAA  with
appropriated  funds. In addition,  growth in the Company's business will also be
dependent on continued government purchases of IONSCAN(R)s for drug interdiction
applications.  A reduction of funding for security efforts or drug  interdiction
could  materially  and  adversely  affect  the  Company's  business,   financial
condition and results of operations.  There can be no assurance that funding for
the  purchase of such  equipment  will be  continued  or as to the level of such
funding.  A substantial  amount of the funds  appropriated to date have been and
amounts  appropriated  in the  future  will  continue  to be  used  to  purchase
equipment utilizing other technologies,  such as enhanced x-ray,  computer aided
tomography("CATSCAN")  and other bulk imaging technologies.  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  Company's  products  will meet any  certification  or other
requirements that may be adopted by the FAA or any other government agency.

Dependence on Large Orders; Customer Concentrations

     In  any  given  fiscal  year,  the  Company's   revenues  have  principally
consisted,  and the Company  believes  will  continue to consist,  of orders for
multiple IONSCAN(R)s from a limited number of customers. For example, during the
first half of 1997, the Company  received  large orders for its IONSCAN(R)  from
the FAA and the U.S. Coast Guard. While the number and identity of the Company's
customers may vary from period to period, the Company is nevertheless  dependent
upon these multiple orders for a substantial portion of its revenues.  There can
be no  assurance  that  the  Company  will  obtain  such  multiple  orders  on a
consistent basis. During the first half of 1997,  approximately $4.8 million, or
51.2%,  of the  Company's  revenues were  generated  from sales to the Company's
three  largest  customers.  During the  fiscal  year ended  December  31,  1996,
revenues from the Company's  three largest  customers  were  approximately  $4.3
million,  or 39.3%, of the Company's  revenues.  The Company  anticipates that a
significant portion of its future revenues will result from orders from the FAA.
The Company's  inability to obtain  sufficient  multiple orders or to expand its
customer base could have a material  adverse  effect on the Company's  business,
financial condition and results of operations.

Dependence on IONSCAN(R) and Market Acceptance

     The Company  derives  substantially  all of its  revenues  from the sale of
IONSCAN(R)s  and its future  profitability  is  substantially  dependent  on the
Company's  ability  to  market  the  IONSCAN(R)  successfully.  There  can be no
assurance  that markets for  IONSCAN(R)  technology  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 products that
incorporate  technological  advances, keep pace with evolving industry standards
and  respond to  changing  customer  requirements.  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,  financial condition and results of operations would be materially and
adversely affected.

     In  addition,  from time to time the  Company or its  present or  potential
competitors may introduce new products,  capabilities or technologies  that have
the  potential  to replace,  shorten the life spans of, or render  obsolete  the
Company's existing products.  There can be no assurance that the Company will be
successful in convincing  potential customers that the IONSCAN(R) is superior to
such other  systems or  products,  that new systems with  comparable  or greater
performance,  lower  prices  and  faster or  equivalent  throughput  will not be
introduced,  or that, if such products are introduced,  customers will not delay
or cancel  existing  or  future  orders  for the  IONSCAN(R).  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,  financial  condition and
results of operations.

Limited Proprietary Technology

     Certain of the technology used in the IONSCAN(R) is licensed by the Company
from the Canadian  government  pursuant to a license  agreement  that expires in
March 1999,  subject to the Company's  right to extend on a  year-to-year  basis
through  March  2009.  While the  Company  holds  patents  relating  to  certain
components,  systems and  techniques  used in the  IONSCAN(R)  and while certain
other elements of the IONSCAN(R)  are protected by other  intellectual  property
rights,   the  Company  has  no  comprehensive   patent  or  similar   exclusive
intellectual  property  right  covering  the  IONSCAN(R)  in  its  entirety.  In
addition, the basic IMS technology used by the Company is not proprietary and is
available in the public domain.  Accordingly,  present and potential competitors
could use such basic technology to duplicate the performance of the IONSCAN(R).

Fluctuations in Operating Results

     The Company's  past operating  results have been, and its future  operating
results will be,  subject to  fluctuations  resulting  from a number of factors,
including:  the  timing  and  size of  orders  from,  and  shipments  to,  major
customers;  budgeting and purchasing cycles of its customers;  delays in product
shipments  caused by customer  requirements  or the  inability  of  customers to
accept shipments; the timing of enhancements to the IONSCAN(R) by the Company or
new products  introduced by the Company or its  competitors;  changes in pricing
policies by the  Company,  its  competitors  or  suppliers,  including  possible
decreases in average selling prices of the IONSCAN(R) in response to competitive
pressures;  the proportion of revenues  derived from  competitive bid processes;
the mix between sales to domestic and international customers; market acceptance
of  enhanced  versions  of the  IONSCAN(R);  the  availability  and  cost of key
components;  the  availability of  manufacturing  capacity;  and fluctuations in
general economic conditions.  The Company also may choose to reduce prices or to
increase   spending  in  response  to   competition  or  to  pursue  new  market
opportunities,  all of which may have a material adverse effect on the Company's
business,  financial condition and results of operations. The Company's revenues
in any  period are  derived  from sales of  IONSCAN(R)s  to a limited  number of
customers and are generally recognized upon shipment. As a result, variations in
the  number of  orders  or the  timing  of  shipments  may  cause the  Company's
quarterly and annual operating results to vary substantially.  See "--Dependence
on Large Orders; Customer Concentrations."

     Moreover,  government  agencies and certain 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.  Because the Company generally
recognizes  substantially  all of the  revenue  from a sale upon  shipment,  and
because 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 and the
predictability of such quarterly results.

Competition

     The Company competes with other entities,  including  Thermedics  Detection
Inc.,  InVision  Technologies,  Inc. and Vivid  Technologies,  Inc., a number of
which have significantly  greater financial,  marketing and other resources than
the Company.  Principal  competitive factors include selectivity (the ability of
an instrument to identify the presence of a particular  substance),  sensitivity
(the  ability  of  an  instrument  to  detect  small  amounts  of  a  particular
substance),  false  alarm  rate,  price,  marketing,  ease of use and  speed  of
analysis. There can be no assurance that the Company will be able to continue to
compete  successfully with its competitors or be able to compete with new market
entrants or in new markets that may develop.

     The  Company   competes  for   government   expenditures   with   equipment
manufacturers  utilizing  other  types  of  detection  technologies,   including
enhanced  x-ray,  CATSCAN and other bulk imaging  technologies,  as well as with
manufacturers  of  other  ion  mobility   spectrometry   ("IMS")  equipment  and
manufacturers  using other trace particle  detection  technologies,  such as gas
chromatography and chemiluminescence.

     The Company also competes with the use of canines to locate the presence of
explosives or drugs.

     As a result of recent government initiatives,  the Company anticipates that
additional technologies,  including improved IMS technologies, will be developed
and that new competitors  will enter the Company's  markets.  The failure of the
Company to develop improvements or otherwise successfully compete in its markets
would  have a  material  adverse  effect on the  Company's  business,  financial
condition  and  results  of  operations.  See  "--Dependence  on and  Effects of
Government Regulation and Procurement Policies."

Lengthy Sales Cycle

     The Company's sales process is often protracted due to the lengthy approval
processes that typically accompany government expenditures. Typically, six to 12
months may elapse between a new customer's  initial evaluation of the IONSCAN(R)
and the execution of a contract. See "--Fluctuations in Operating Results."

International Business; Risk of Change in Foreign Regulations; Fluctuations in
Exchange Rates

     The Company  markets its  products to  customers  outside of the U.S.  and,
accordingly,  is  exposed  to the risks of  international  business  operations,
including  unexpected changes in foreign and domestic  regulatory  requirements,
possible foreign currency controls, uncertain ability to protect and utilize its
intellectual   property  in  foreign   jurisdictions,   currency  exchange  rate
fluctuations  or  devaluations,  tariffs  or  other  barriers,  difficulties  in
staffing and managing foreign operations, difficulties in obtaining and managing
vendors  and   distributors   and   potentially   negative   tax   consequences.
International  sales are subject to certain  inherent risks including  embargoes
and other trade  barriers,  staffing  and  operating  foreign  sales and service
operations and collecting  accounts  receivable.  The Company is also subject to
risks  associated  with  regulations  relating  to the import and export of high
technology products. The Company cannot predict whether quotas, duties, taxes or
other  charges  or  restrictions  upon the  importation  or  exportation  of the
Company's  products in the future will be  implemented  by the U.S. or any other
country.  There can be no  assurance  that any of these  factors will not have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

     A portion of the Company's revenues and expenses are denominated in foreign
currencies.  Fluctuations in currency  exchange rates could adversely affect the
Company's  profitability  and  could  cause  the  Company's  products  to become
relatively more expensive to customers in a particular country, leading to fewer
sales or reduced  selling  prices in that country.  As a result,  the Company is
exposed to a certain  degree of exchange rate risk.  The Company  generally does
not hedge its foreign  exchange  exposure.  There can be no  assurance  that the
Company  will not  experience  material  losses  in the  future  as a result  of
currency  fluctuations or that any such losses will not have a material  adverse
effect on the Company's business, financial condition and results of operations.

Dependence on Limited Number of Suppliers

     Certain key components used in the Company's products have been designed by
the Company to its specifications and are currently purchased from only one or a
limited  number of  suppliers.  The Company  currently  does not have  long-term
agreements with these suppliers.  Moreover,  in view of the high cost of many of
these components,  the Company does not maintain significant inventories of some
necessary  components.  Recently,  the Company has  significantly  increased its
purchases of certain components to meet expected demand for the IONSCAN(R). As a
result, in certain  circumstances,  the Company has had to enter into new supply
relationships in order to satisfy its increased demand for components and may be
required to do so in the future.  If the Company's  suppliers were to experience
financial, operational, production or quality assurance difficulties, the supply
of components to the Company would be reduced or interrupted.  In the event that
a supplier were to cease  operations,  discontinue  production of a component or
withhold  supply for any reason,  the Company might be unable to acquire certain
components  from   alternative   sources,   to  find   alternative   third-party
manufacturers or sub-assemblers,  or to obtain sufficient  quantities of certain
components,  which could result in delays or interruptions in product shipments,
and could have a material  adverse effect on the Company's  business,  financial
condition and results of operations.

Ability to Manage Rapid Growth

     The Company has rapidly  expanded  its business  operations  as a result of
increased demand for the IONSCAN(R), which has placed significant demands on the
Company's manufacturing, management and working capital resources and operating,
management and financial  control systems.  Failure to maintain needed resources
or to enhance the Company's operating,  management and financial control systems
as and when necessary,  or difficulties  encountered  during such  enhancements,
could  have a  material  adverse  effect on the  Company's  business,  financial
condition  and results of  operations.  The  Company's  future  growth also will
depend on its  ability to continue  to improve  and expand its  engineering  and
technical  resources  and to attract,  retain and  motivate key  personnel.  The
failure of the Company to increase its revenues  sufficiently  to compensate for
increased expenses resulting from current or future expansion,  or the Company's
failure to otherwise adequately manage the growth of its business,  would have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

History of Losses; Cash Constraints

     The Company sustained net losses of $2.6 million and $827,000 for the years
ended December 31, 1994 and 1995,  respectively,  and had an accumulated deficit
of $12.3 million at June 30, 1997.  Although the Company generated net income of
$2.1 million and $2.3  million for the year ended  December 31, 1996 and the six
months ended June 30, 1997, respectively, the Company used $1.4 million and $1.3
million,  respectively, of cash in operations during such periods as a result of
the need for working capital to support higher levels of accounts receivable and
inventory.  The Company's failure to generate positive operating cash flow or to
maintain  other  sources of working  capital  could result in  significant  cash
shortages that could have a material  adverse effect on the Company's  business,
financial condition and results of operations.

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  from  time to time  the  Company  has  provided  extended
warranties.  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.  Increased  warranty  claims  could  have a material
adverse  effect on the Company's  business,  financial  condition and results of
operations.

Potential Product Liability Insurance Limits

     The Company currently  maintains product liability  insurance in the amount
of $5.0 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.  The Company  believes  that,  as it
distributes  more products into the  marketplace  and expands its product lines,
its exposure to potential  product liability claims and litigation 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  its
existing  coverage  or obtain  additional  coverage at  commercially  reasonable
rates.  Product  liability  losses in excess of insurance  coverage could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

Volatility of Common Stock Price

     Prior to this Offering,  there have been  significant  fluctuations  in the
trading  price  of the  Common  Stock.  No  assurance  can be  given  that  such
volatility will not continue.

Shares Eligible For Future Sale

     Assuming the options  covering all of the shares of Common Stock registered
hereby are exercised,  as of August 25, 1997,  5,492,429  shares of Common Stock
were  outstanding.   In  addition,  in  September  1997,  the  Company  filed  a
registration  statement  with the  Commission  relating to the  proposed  public
offering of up to 2,300,000  shares of Common Stock.  All of the shares  offered
hereby and all of the shares  issuable upon  completion  of the proposed  public
offering will be freely  tradable  unless acquired by affiliates of the Company.
An additional 1,485,649 shares of Common Stock are issuable upon the exercise or
conversion of outstanding  stock options,  warrants and convertible  securities,
1,346,649  of  which  have  been  registered  for  resale  or,  pursuant  to the
registration statement of which this Prospectus is a part will be registered for
resale,  by the holders  thereof and are,  therefore,  freely  tradable  and the
balance  of which are  subject  to  registration  rights  pursuant  to which the
holders thereof can cause the Company to effect the  registration of such shares
for resale.

     The Company  cannot  predict the effect,  if any,  that sales of additional
shares of Common Stock or the  availability  of shares for future sale will have
on the  market  price  of the  Common  Stock.  Sales  in the  public  market  of
substantial  amounts of Common Stock (including  shares issued upon the exercise
or conversion of outstanding options,  warrants and convertible securities),  or
the perception that such sales might occur,  could adversely  affect  prevailing
market prices for the Common Stock.  Such sales also may make it more  difficult
for the Company to sell equity  securities or equity  related  securities in the
future at a time and price that the Company deems appropriate.

Certain Charter Provisions

     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

     The Company is the world's  leading  manufacturer  (based on units sold) of
high sensitivity  equipment used for detecting and identifying  trace amounts of
plastic and other explosives and illegal drugs. The Company designs and produces
products that employ a proprietary application of IMS technology that can detect
and identify targeted  compounds in amounts smaller than one-billionth of a gram
in approximately six seconds.  The Company's principal product,  the IONSCAN(R),
is a portable desktop system. As of June 30, 1997, the Company had sold over 500
units in 39 countries.

     The  markets  for  the  Company's  IONSCAN(R)  currently  include  aviation
security, other transport security, facilities protection,  forensics, military,
corrections,  customs and law enforcement.  The Company's  customers include the
FAA, the U.S.  Coast Guard,  the U.S.  Drug  Enforcement  Agency and the Federal
Bureau of Investigation, as well as customs agencies in France, Canada and Japan
and various prison facilities in the U.S. and elsewhere.  The IONSCAN(R) is also
installed at over 40 airports and  transportation  centers throughout the world,
including Gatwick and Heathrow  airports in the United Kingdom,  John F. Kennedy
International  Airport,  certain European  Passenger  Service  terminals and the
Eurotunnel.  The Company believes that its principal competitive  advantages are
the detection capability, reliability,  versatility, cost effectiveness, ease of
use and portability of the IONSCAN(R). These advantages enable the IONSCAN(R) to
be used both in lieu of and in conjunction with bulk imaging technologies,  such
as enhanced x-ray and CATSCAN.

     The Company  believes  that many of the markets it serves are  experiencing
substantial  growth.  Recently,  growth in the markets for  advanced  explosives
detection technology has accelerated  significantly,  principally in reaction to
heightened  safety concerns caused by the threat of terrorism.  For example,  in
October 1996, Congress appropriated $144 million for the procurement of advanced
explosives detection technology for aviation security.  Terrorist attacks on bus
and train  stations,  the World Trade  Center and the Alfred R.  Murrah  Federal
Building  in Oklahoma  City also have  resulted  in the  deployment  of advanced
explosives  detection  technology for other uses. In addition,  according to the
U.S.  Office of National Drug Control  Policy,  use of certain illegal drugs has
increased  during the past five years.  As a result of increased  drug usage,  a
heightened  public  awareness of drug-related  criminal  activity and the use of
more  sophisticated  techniques by drug  traffickers,  government  agencies have
increasingly  turned to advanced  detection  technology  to assist in their drug
interdiction efforts.

     The  Company  markets  its  products  through a direct  sales  organization
comprised of 18 sales people  located at its  headquarters  in New Jersey and at
offices in Toronto,  London,  and Paris.  In  addition,  the Company  utilizes a
network of 49 independent sales and service  representatives  located in Europe,
the Middle East, Africa, Asia, South America and Australia.

     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  $1,249,312 upon the issuance of the Common Stock
covered hereby in connection  with the exercise of options  granted  pursuant to
the Agreements. Such net proceeds will be added to the Company's working capital
and will be used for general corporate purposes.

                             SELLING SECURITYHOLDERS

     The 127,500 shares of Common Stock to which this Prospectus relates 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 and
Ludo  Daubner.   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  and 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.
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 August 25, 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 (3)                216,136               3.8                37,500               178,636                3.2
John H. Davies (4)                   165,732               3.0                25,000               140,732                2.5
Richard S. Rosenfeld (5)              83,536               1.5                19,500                64,036                1.2
Kenneth S. Wood(6)                    96,136               1.7                22,500                73,636                1.3
Richard D. Condon (7)                 35,500                *                  3,000                32,500                 *
John J. Harte (8)                     63,100               1.1                 3,000                60,100                1.1
John D. Abernathy (9)                 38,204                *                  3,000                35,204                 *
James C. McGrath (10)                 34,250                *                  3,000                31,250                 *
David Martinak (11)                   11,145                *                  5,000                 6,145                 *
Ludo Daubner (12)                     26,613                *                  6,000                20,613                 *
</TABLE>

- ----------------------- 
*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  137,500  shares of Common  Stock  issuable  upon the  exercise of
     options and 12,500  shares of Common  Stock  issuable  upon the exercise of
     warrants owned by Mr. Binder.
(4)  Includes  94,500  shares of Common  Stock  issuable  upon the  exercise  of
     options and 12,500  shares of Common  Stock  issuable  upon the exercise of
     warrants  owned by Mr. Davies.  
(5)  Includes  69,500  shares of Common  Stock  issuable  upon the  exercise  of
     options and 5,000  shares of Common  Stock  issuable  upon the  exercise of
     warrants owned by Mr. Rosenfeld. Also includes 3,636 shares of Common Stock
     beneficially owned by Richard Rosenfeld as custodian for a minor child. 
(6)  Includes  82,500  shares of Common  Stock  issuable  upon the  exercise  of
     options.  
(7)  Includes  25,500  shares of Common  Stock  issuable  upon the  exercise  of
     options and 5,000 shares  issuable  upon the exercise of warrants  owned by
     Mr. Condon.
(8)  Includes  25,500  shares of Common  Stock  issuable  upon the  exercise  of
     options and 5,000  shares of Common  Stock  issuable  upon the  exercise of
     warrants owned by Mr. Harte.
(9)  Includes  29,250  shares of Common  Stock  issuable  upon the  exercise  of
     options and 2,500  shares of Common  Stock  issuable  upon the  exercise of
     warrants owned by Mr. Abernathy.
(10) Includes  29,250  shares of Common  Stock  issuable  upon the  exercise  of
     options.  
(11) Includes  7,500  shares of  Common  Stock  issuable  upon the  exercise  of
     options.  
(12) Includes  16,750  shares of Common  Stock  issuable  upon the  exercise  of
     options.

                              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, 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

     The validity of the shares of Common Stock offered  hereby have been passed
upon for the  Company  by  Lowenstein,  Sandler,  Kohl,  Fisher & Boylan,  P.A.,
Roseland, New Jersey.

                                     EXPERTS

     The  consolidated  financial  statements  incorporated by reference in this
Prospectus  as of December  31, 1995 and 1996 and each of the years in the three
year period  ended  December 31,  1996,  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 reports of such firm given upon their  authority as
experts in accounting and auditing.

<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 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 solicitation of
an offer to buy such  securities  in any  circumstances  in which  such offer or
solicitation is unlawful.

                                 127,500 Shares

                          BARRINGER TECHNOLOGIES INC.
                                  Common Stock

                     ______________PROSPECTUS______________


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

                               September 8, 1997


                                TABLE OF CONTENTS

                                                   Page                    

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







<PAGE>


                                      II-6

           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 Company's  Quarterly Reports on Forms 10-QSB for the periods ended
          March 31, 1997 and June 30, 1997; and

     (iii)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  de-registers  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

         Not applicable.

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 Township of Murray Hill, State of New Jersey, on September 8,
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  September  8, 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 1997 Stock Compensation  Program 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
      Stanley S. Binder                       (Principal Executive Officer) and 
                                               Director


   /s/John D. Abernathy
   _________________________                  Director
      John D. Abernathy


   /s/Richard D. Condon
   __________________________                 Director
      Richard D. Condon


   /s/John H. Davis
   __________________________                 Director
      John H. Davis


   /s/John J. Harte
   __________________________                 Director
      John J. Harte


   /s/James C McGrath
   __________________________                 Director
      James C. McGrath


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


<PAGE>


                                  EXHIBIT INDEX


  Exhibit
  Number                          Description                         Page No.

   4.1      Certificate of Incorporation of Barringer  
            Technologies  Inc.  (previously  filed as Exhibit 
            3.1  to the  Company's  Registration  Statement 
            on  Form  SB-2  (File  No.  333-33129)  and
            incorporated herein by reference).

    4.2     By-laws of Barringer  Technologies  Inc.  
            (previously 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.  (included in 
            Exhibit 5.1 to this Registration Statement).

   24.1     Power of Attorney (included on the signature page).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 72400}]
{"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", "file-number": "333-35133", "film-number": "97676743"}, "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"}]}
Registration 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)
                            ------------------------

                         1997 Stock Compensation Program
                            (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
- --------------------------------------------------------------------------------
Title of                    Proposed            Proposed Maximum    Amount of
Securities to  Amount to be Maximum Offering    Aggregate           Registration
be Registered  Registered   Price per Share (2) Offering Price (2)  Fee
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Common Stock, 
par value 
$.01 per share  600,000     $13.00              $7,800,000           $2,364
shares (1)
- --------------------------------------------------------------------------------
(1) Plus such additional  shares of Common Stock as may be issuable  pursuant to
the anti-dilution  provisions of the Company's 1997 Stock Compensation  Program,
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  $13.00  per  share,  which was the  average  of the high and low sales
prices  of the  Common  Stock as  reported  on the  Nasdaq  National  Market  on
September 5, 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  600,000  shares  of common  stock,  par  value  $.01 per share
("Common Stock"),  of Barringer  Technologies Inc. (the "Company") in connection
with the Company's 1997 Stock Compensation Program (the "Program"), 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 Program
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.
REOFFER PROSPECTUS

                                 127,500 Shares
                           BARRINGER TECHNOLOGIES INC.
                                  Common Stock

     This Prospectus  relates to 127,500 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 (the  "Selling  Securityholders"),  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 "Securities  Act"). 

     The shares of Common  Stock  being  offered  hereby  were  acquired  by the
Selling  Securityholders  pursuant  to the  Company's  1997  Stock  Compensation
Program (the "Program") 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  $1,249,312 upon the issuance
of the Common Stock covered  hereby in  connection  with the exercise of options
granted  pursuant  to the  Program.  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 September  5, 1997,  the last sale price of the Common Stock as reported
on The Nasdaq National Market was $13.975 per share.

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

     See "Risk Factors" on page 5 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 September 8, 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  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 Company's  Quarterly  Reports on Form 10-QSB for the periods ended
March 30, 1997 and June 30, 1997; and 

     (iii) 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,
Murray  Hill,  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 application of and markets for the IONSCAN(R) technology, the development of
new  products,  the  probability  of  the  Company's  success  in  the  sale  of
IONSCAN(R)s in current or future markets,  the potential  effect of governmental
regulations and directives  changing security  requirements,  the ability of the
IONSCAN(R) to satisfy any certification protocol adopted by the Federal Aviation
Administration (the "FAA") or any other government agency, the amount and timing
of domestic  and  foreign  government  appropriations  for the  development  and
deployment of advanced  detection  technology  and the  Company's  liquidity and
capital 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 or incorporated by reference herein.
Important factors that could contribute to such differences are set forth herein
under "Risk Factors," including,  but not limited to, "Dependence on and Effects
of Government Regulation and Procurement Policies," "Dependence on Large Orders;
Customer  Concentrations,"  "Dependence  on IONSCAN(R)  and Market  Acceptance,"
"Dependence  on New Product  Development;  Technological  Advancement,"  Limited
Proprietary  Technology,"  "Fluctuations in Operating  Results,"  "Competition,"
"Lengthy  Sales  Cycle,"  "International  Business;  Risk of Change  in  Foreign
Regulations;  Fluctuations in Exchange Rates,"  "Dependence on Limited Number of
Suppliers,"  "Ability  to Manage  Rapid  Growth"  and  History of  Losses;  Cash
Constraints."

                                  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:   

Dependence on and Effects of Government  Regulation  and Procurement Policies 

     The  Company's  business is  dependent  upon  purchases of  IONSCAN(R)s  by
government   agencies.   Budgetary   allocations  for  detection  equipment  are
dependent, in part, upon government policies that fluctuate from time to time in
response to political and other  factors,  including the public's  perception of
the threat of airline bombings and other terrorist acts. Growth in the Company's
business is  substantially  dependent  upon the adoption and  implementation  of
regulations or requirements in the aviation security market, particularly in the
United States,  resulting in the use of advanced  explosives  detection systems,
including  trace  particle  detection  equipment.  The  Company  expects  that a
substantial  portion of current and anticipated  purchases of advanced detection
equipment  in the  aviation  security  market  will  be  made  by the  FAA  with
appropriated  funds. In addition,  growth in the Company's business will also be
dependent on continued government purchases of IONSCAN(R)s for drug interdiction
applications.  A reduction of funding for security efforts or drug  interdiction
could  materially  and  adversely  affect  the  Company's  business,   financial
condition and results of operations.  There can be no assurance that funding for
the  purchase of such  equipment  will be  continued  or as to the level of such
funding.  A substantial  amount of the funds  appropriated to date have been and
amounts  appropriated  in the  future  will  continue  to be  used  to  purchase
equipment utilizing other technologies,  such as enhanced x-ray,  computer aided
tomography("CATSCAN")  and other bulk imaging technologies.  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  Company's  products  will meet any  certification  or other
requirements that may be adopted by the FAA or any other government agency.

Dependence on Large Orders; Customer Concentrations

     In  any  given  fiscal  year,  the  Company's   revenues  have  principally
consisted,  and the Company  believes  will  continue to consist,  of orders for
multiple IONSCAN(R)s from a limited number of customers. For example, during the
first half of 1997, the Company  received  large orders for its IONSCAN(R)  from
the FAA and the U.S. Coast Guard. While the number and identity of the Company's
customers may vary from period to period, the Company is nevertheless  dependent
upon these multiple orders for a substantial portion of its revenues.  There can
be no  assurance  that  the  Company  will  obtain  such  multiple  orders  on a
consistent basis. During the first half of 1997,  approximately $4.8 million, or
51.2%,  of the  Company's  revenues were  generated  from sales to the Company's
three  largest  customers.  During the  fiscal  year ended  December  31,  1996,
revenues from the Company's  three largest  customers  were  approximately  $4.3
million,  or 39.3%, of the Company's  revenues.  The Company  anticipates that a
significant portion of its future revenues will result from orders from the FAA.
The Company's  inability to obtain  sufficient  multiple orders or to expand its
customer base could have a material  adverse  effect on the Company's  business,
financial condition and results of operations.

Dependence on IONSCAN(R) and Market Acceptance

     The Company  derives  substantially  all of its  revenues  from the sale of
IONSCAN(R)s  and its future  profitability  is  substantially  dependent  on the
Company's  ability  to  market  the  IONSCAN(R)  successfully.  There  can be no
assurance  that markets for  IONSCAN(R)  technology  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 products that
incorporate  technological  advances, keep pace with evolving industry standards
and  respond to  changing  customer  requirements.  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,  financial condition and results of operations would be materially and
adversely affected.

     In  addition,  from time to time the  Company or its  present or  potential
competitors may introduce new products,  capabilities or technologies  that have
the  potential  to replace,  shorten the life spans of, or render  obsolete  the
Company's existing products.  There can be no assurance that the Company will be
successful in convincing  potential customers that the IONSCAN(R) is superior to
such other  systems or  products,  that new systems with  comparable  or greater
performance,  lower  prices  and  faster or  equivalent  throughput  will not be
introduced,  or that, if such products are introduced,  customers will not delay
or cancel  existing  or  future  orders  for the  IONSCAN(R).  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,  financial  condition and
results of operations.

Limited Proprietary Technology

     Certain of the technology used in the IONSCAN(R) is licensed by the Company
from the Canadian  government  pursuant to a license  agreement  that expires in
March 1999,  subject to the Company's  right to extend on a  year-to-year  basis
through  March  2009.  While the  Company  holds  patents  relating  to  certain
components,  systems and  techniques  used in the  IONSCAN(R)  and while certain
other elements of the IONSCAN(R)  are protected by other  intellectual  property
rights,   the  Company  has  no  comprehensive   patent  or  similar   exclusive
intellectual  property  right  covering  the  IONSCAN(R)  in  its  entirety.  In
addition, the basic IMS technology used by the Company is not proprietary and is
available in the public domain.  Accordingly,  present and potential competitors
could use such basic technology to duplicate the performance of the IONSCAN(R).

Fluctuations in Operating Results

     The Company's  past operating  results have been, and its future  operating
results will be,  subject to  fluctuations  resulting  from a number of factors,
including:  the  timing  and  size of  orders  from,  and  shipments  to,  major
customers;  budgeting and purchasing cycles of its customers;  delays in product
shipments  caused by customer  requirements  or the  inability  of  customers to
accept shipments; the timing of enhancements to the IONSCAN(R) by the Company or
new products  introduced by the Company or its  competitors;  changes in pricing
policies by the  Company,  its  competitors  or  suppliers,  including  possible
decreases in average selling prices of the IONSCAN(R) in response to competitive
pressures;  the proportion of revenues  derived from  competitive bid processes;
the mix between sales to domestic and international customers; market acceptance
of  enhanced  versions  of the  IONSCAN(R);  the  availability  and  cost of key
components;  the  availability of  manufacturing  capacity;  and fluctuations in
general economic conditions.  The Company also may choose to reduce prices or to
increase   spending  in  response  to   competition  or  to  pursue  new  market
opportunities,  all of which may have a material adverse effect on the Company's
business,  financial condition and results of operations. The Company's revenues
in any  period are  derived  from sales of  IONSCAN(R)s  to a limited  number of
customers and are generally recognized upon shipment. As a result, variations in
the  number of  orders  or the  timing  of  shipments  may  cause the  Company's
quarterly and annual operating results to vary substantially.  See "--Dependence
on Large Orders; Customer Concentrations."

     Moreover,  government  agencies and certain 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.  Because the Company generally
recognizes  substantially  all of the  revenue  from a sale upon  shipment,  and
because 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 and the
predictability of such quarterly results.

Competition

     The Company competes with other entities,  including  Thermedics  Detection
Inc.,  InVision  Technologies,  Inc. and Vivid  Technologies,  Inc., a number of
which have significantly  greater financial,  marketing and other resources than
the Company.  Principal  competitive factors include selectivity (the ability of
an instrument to identify the presence of a particular  substance),  sensitivity
(the  ability  of  an  instrument  to  detect  small  amounts  of  a  particular
substance),  false  alarm  rate,  price,  marketing,  ease of use and  speed  of
analysis. There can be no assurance that the Company will be able to continue to
compete  successfully with its competitors or be able to compete with new market
entrants or in new markets that may develop.

     The  Company   competes  for   government   expenditures   with   equipment
manufacturers  utilizing  other  types  of  detection  technologies,   including
enhanced  x-ray,  CATSCAN and other bulk imaging  technologies,  as well as with
manufacturers  of  other  ion  mobility   spectrometry   ("IMS")  equipment  and
manufacturers  using other trace particle  detection  technologies,  such as gas
chromatography and chemiluminescence.

     The Company also competes with the use of canines to locate the presence of
explosives or drugs.

     As a result of recent government initiatives,  the Company anticipates that
additional technologies,  including improved IMS technologies, will be developed
and that new competitors  will enter the Company's  markets.  The failure of the
Company to develop improvements or otherwise successfully compete in its markets
would  have a  material  adverse  effect on the  Company's  business,  financial
condition  and  results  of  operations.  See  "--Dependence  on and  Effects of
Government Regulation and Procurement Policies."

Lengthy Sales Cycle

     The Company's sales process is often protracted due to the lengthy approval
processes that typically accompany government expenditures. Typically, six to 12
months may elapse between a new customer's  initial evaluation of the IONSCAN(R)
and the execution of a contract. See "--Fluctuations in Operating Results."

International Business; Risk of Change in Foreign Regulations; Fluctuations in
Exchange Rates

     The Company  markets its  products to  customers  outside of the U.S.  and,
accordingly,  is  exposed  to the risks of  international  business  operations,
including  unexpected changes in foreign and domestic  regulatory  requirements,
possible foreign currency controls, uncertain ability to protect and utilize its
intellectual   property  in  foreign   jurisdictions,   currency  exchange  rate
fluctuations  or  devaluations,  tariffs  or  other  barriers,  difficulties  in
staffing and managing foreign operations, difficulties in obtaining and managing
vendors  and   distributors   and   potentially   negative   tax   consequences.
International  sales are subject to certain  inherent risks including  embargoes
and other trade  barriers,  staffing  and  operating  foreign  sales and service
operations and collecting  accounts  receivable.  The Company is also subject to
risks  associated  with  regulations  relating  to the import and export of high
technology products. The Company cannot predict whether quotas, duties, taxes or
other  charges  or  restrictions  upon the  importation  or  exportation  of the
Company's  products in the future will be  implemented  by the U.S. or any other
country.  There can be no  assurance  that any of these  factors will not have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

     A portion of the Company's revenues and expenses are denominated in foreign
currencies.  Fluctuations in currency  exchange rates could adversely affect the
Company's  profitability  and  could  cause  the  Company's  products  to become
relatively more expensive to customers in a particular country, leading to fewer
sales or reduced  selling  prices in that country.  As a result,  the Company is
exposed to a certain  degree of exchange rate risk.  The Company  generally does
not hedge its foreign  exchange  exposure.  There can be no  assurance  that the
Company  will not  experience  material  losses  in the  future  as a result  of
currency  fluctuations or that any such losses will not have a material  adverse
effect on the Company's business, financial condition and results of operations.

Dependence on Limited Number of Suppliers

     Certain key components used in the Company's products have been designed by
the Company to its specifications and are currently purchased from only one or a
limited  number of  suppliers.  The Company  currently  does not have  long-term
agreements with these suppliers.  Moreover,  in view of the high cost of many of
these components,  the Company does not maintain significant inventories of some
necessary  components.  Recently,  the Company has  significantly  increased its
purchases of certain components to meet expected demand for the IONSCAN(R). As a
result, in certain  circumstances,  the Company has had to enter into new supply
relationships in order to satisfy its increased demand for components and may be
required to do so in the future.  If the Company's  suppliers were to experience
financial, operational, production or quality assurance difficulties, the supply
of components to the Company would be reduced or interrupted.  In the event that
a supplier were to cease  operations,  discontinue  production of a component or
withhold  supply for any reason,  the Company might be unable to acquire certain
components  from   alternative   sources,   to  find   alternative   third-party
manufacturers or sub-assemblers,  or to obtain sufficient  quantities of certain
components,  which could result in delays or interruptions in product shipments,
and could have a material  adverse effect on the Company's  business,  financial
condition and results of operations.

Ability to Manage Rapid Growth

     The Company has rapidly  expanded  its business  operations  as a result of
increased demand for the IONSCAN(R), which has placed significant demands on the
Company's manufacturing, management and working capital resources and operating,
management and financial  control systems.  Failure to maintain needed resources
or to enhance the Company's operating,  management and financial control systems
as and when necessary,  or difficulties  encountered  during such  enhancements,
could  have a  material  adverse  effect on the  Company's  business,  financial
condition  and results of  operations.  The  Company's  future  growth also will
depend on its  ability to continue  to improve  and expand its  engineering  and
technical  resources  and to attract,  retain and  motivate key  personnel.  The
failure of the Company to increase its revenues  sufficiently  to compensate for
increased expenses resulting from current or future expansion,  or the Company's
failure to otherwise adequately manage the growth of its business,  would have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

History of Losses; Cash Constraints

     The Company sustained net losses of $2.6 million and $827,000 for the years
ended December 31, 1994 and 1995,  respectively,  and had an accumulated deficit
of $12.3 million at June 30, 1997.  Although the Company generated net income of
$2.1 million and $2.3  million for the year ended  December 31, 1996 and the six
months ended June 30, 1997, respectively, the Company used $1.4 million and $1.3
million,  respectively, of cash in operations during such periods as a result of
the need for working capital to support higher levels of accounts receivable and
inventory.  The Company's failure to generate positive operating cash flow or to
maintain  other  sources of working  capital  could result in  significant  cash
shortages that could have a material  adverse effect on the Company's  business,
financial condition and results of operations.

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  from  time to time  the  Company  has  provided  extended
warranties.  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.  Increased  warranty  claims  could  have a material
adverse  effect on the Company's  business,  financial  condition and results of
operations.

Potential Product Liability Insurance Limits

     The Company currently  maintains product liability  insurance in the amount
of $5.0 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.  The Company  believes  that,  as it
distributes  more products into the  marketplace  and expands its product lines,
its exposure to potential  product liability claims and litigation 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  its
existing  coverage  or obtain  additional  coverage at  commercially  reasonable
rates.  Product  liability  losses in excess of insurance  coverage could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

Volatility of Common Stock Price

     Prior to this Offering,  there have been  significant  fluctuations  in the
trading  price  of the  Common  Stock.  No  assurance  can be  given  that  such
volatility will not continue.

Shares Eligible For Future Sale

     Assuming the options  covering all of the shares of Common Stock registered
hereby are exercised,  as of August 25, 1997,  5,492,429  shares of Common Stock
were  outstanding.   In  addition,  in  September  1997,  the  Company  filed  a
registration  statement  with the  Commission  relating to the  proposed  public
offering of up to 2,300,000  shares of Common Stock.  All of the shares  offered
hereby and all of the shares  issuable upon  completion  of the proposed  public
offering will be freely  tradable  unless acquired by affiliates of the Company.
An additional 1,485,649 shares of Common Stock are issuable upon the exercise or
conversion of outstanding  stock options,  warrants and convertible  securities,
1,346,649  of  which  have  been  registered  for  resale  or,  pursuant  to the
registration statement of which this Prospectus is a part will be registered for
resale,  by the holders  thereof and are,  therefore,  freely  tradable  and the
balance  of which are  subject  to  registration  rights  pursuant  to which the
holders thereof can cause the Company to effect the  registration of such shares
for resale.

     The Company  cannot  predict the effect,  if any,  that sales of additional
shares of Common Stock or the  availability  of shares for future sale will have
on the  market  price  of the  Common  Stock.  Sales  in the  public  market  of
substantial  amounts of Common Stock (including  shares issued upon the exercise
or conversion of outstanding options,  warrants and convertible securities),  or
the perception that such sales might occur,  could adversely  affect  prevailing
market prices for the Common Stock.  Such sales also may make it more  difficult
for the Company to sell equity  securities or equity  related  securities in the
future at a time and price that the Company deems appropriate.

Certain Charter Provisions

     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

     The Company is the world's  leading  manufacturer  (based on units sold) of
high sensitivity  equipment used for detecting and identifying  trace amounts of
plastic and other explosives and illegal drugs. The Company designs and produces
products that employ a proprietary application of IMS technology that can detect
and identify targeted  compounds in amounts smaller than one-billionth of a gram
in approximately six seconds.  The Company's principal product,  the IONSCAN(R),
is a portable desktop system. As of June 30, 1997, the Company had sold over 500
units in 39 countries.

     The  markets  for  the  Company's  IONSCAN(R)  currently  include  aviation
security, other transport security, facilities protection,  forensics, military,
corrections,  customs and law enforcement.  The Company's  customers include the
FAA, the U.S.  Coast Guard,  the U.S.  Drug  Enforcement  Agency and the Federal
Bureau of Investigation, as well as customs agencies in France, Canada and Japan
and various prison facilities in the U.S. and elsewhere.  The IONSCAN(R) is also
installed at over 40 airports and  transportation  centers throughout the world,
including Gatwick and Heathrow  airports in the United Kingdom,  John F. Kennedy
International  Airport,  certain European  Passenger  Service  terminals and the
Eurotunnel.  The Company believes that its principal competitive  advantages are
the detection capability, reliability,  versatility, cost effectiveness, ease of
use and portability of the IONSCAN(R). These advantages enable the IONSCAN(R) to
be used both in lieu of and in conjunction with bulk imaging technologies,  such
as enhanced x-ray and CATSCAN.

     The Company  believes  that many of the markets it serves are  experiencing
substantial  growth.  Recently,  growth in the markets for  advanced  explosives
detection technology has accelerated  significantly,  principally in reaction to
heightened  safety concerns caused by the threat of terrorism.  For example,  in
October 1996, Congress appropriated $144 million for the procurement of advanced
explosives detection technology for aviation security.  Terrorist attacks on bus
and train  stations,  the World Trade  Center and the Alfred R.  Murrah  Federal
Building  in Oklahoma  City also have  resulted  in the  deployment  of advanced
explosives  detection  technology for other uses. In addition,  according to the
U.S.  Office of National Drug Control  Policy,  use of certain illegal drugs has
increased  during the past five years.  As a result of increased  drug usage,  a
heightened  public  awareness of drug-related  criminal  activity and the use of
more  sophisticated  techniques by drug  traffickers,  government  agencies have
increasingly  turned to advanced  detection  technology  to assist in their drug
interdiction efforts.

     The  Company  markets  its  products  through a direct  sales  organization
comprised of 18 sales people  located at its  headquarters  in New Jersey and at
offices in Toronto,  London,  and Paris.  In  addition,  the Company  utilizes a
network of 49 independent sales and service  representatives  located in Europe,
the Middle East, Africa, Asia, South America and Australia.

     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  $1,249,312 upon the issuance of the Common Stock
covered hereby in connection  with the exercise of options  granted  pursuant to
the Agreements. Such net proceeds will be added to the Company's working capital
and will be used for general corporate purposes.

                             SELLING SECURITYHOLDERS

     The 127,500 shares of Common Stock to which this Prospectus relates 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 and
Ludo  Daubner.   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  and 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.
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 August 25, 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 (3)                216,136               3.8                37,500               178,636                3.2
John H. Davies (4)                   165,732               3.0                25,000               140,732                2.5
Richard S. Rosenfeld (5)              83,536               1.5                19,500                64,036                1.2
Kenneth S. Wood(6)                    96,136               1.7                22,500                73,636                1.3
Richard D. Condon (7)                 35,500                *                  3,000                32,500                 *
John J. Harte (8)                     63,100               1.1                 3,000                60,100                1.1
John D. Abernathy (9)                 38,204                *                  3,000                35,204                 *
James C. McGrath (10)                 34,250                *                  3,000                31,250                 *
David Martinak (11)                   11,145                *                  5,000                 6,145                 *
Ludo Daubner (12)                     26,613                *                  6,000                20,613                 *
- ----------------------- 
*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  137,500  shares of Common  Stock  issuable  upon the  exercise of
     options and 12,500  shares of Common  Stock  issuable  upon the exercise of
     warrants owned by Mr. Binder.
(4)  Includes  94,500  shares of Common  Stock  issuable  upon the  exercise  of
     options and 12,500  shares of Common  Stock  issuable  upon the exercise of
     warrants  owned by Mr. Davies.  
(5)  Includes  69,500  shares of Common  Stock  issuable  upon the  exercise  of
     options and 5,000  shares of Common  Stock  issuable  upon the  exercise of
     warrants owned by Mr. Rosenfeld. Also includes 3,636 shares of Common Stock
     beneficially owned by Richard Rosenfeld as custodian for a minor child. 
(6)  Includes  82,500  shares of Common  Stock  issuable  upon the  exercise  of
     options.  
(7)  Includes  25,500  shares of Common  Stock  issuable  upon the  exercise  of
     options and 5,000 shares  issuable  upon the exercise of warrants  owned by
     Mr. Condon.
(8)  Includes  25,500  shares of Common  Stock  issuable  upon the  exercise  of
     options and 5,000  shares of Common  Stock  issuable  upon the  exercise of
     warrants owned by Mr. Harte.
(9)  Includes  29,250  shares of Common  Stock  issuable  upon the  exercise  of
     options and 2,500  shares of Common  Stock  issuable  upon the  exercise of
     warrants owned by Mr. Abernathy.
(10) Includes  29,250  shares of Common  Stock  issuable  upon the  exercise  of
     options.  
(11) Includes  7,500  shares of  Common  Stock  issuable  upon the  exercise  of
     options.  
(12) Includes  16,750  shares of Common  Stock  issuable  upon the  exercise  of
     options.

                              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, 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

     The validity of the shares of Common Stock offered  hereby have been passed
upon for the  Company  by  Lowenstein,  Sandler,  Kohl,  Fisher & Boylan,  P.A.,
Roseland, New Jersey.

                                     EXPERTS

     The  consolidated  financial  statements  incorporated by reference in this
Prospectus  as of December  31, 1995 and 1996 and each of the years in the three
year period  ended  December 31,  1996,  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 reports of such firm given upon their  authority as
experts in accounting and auditing.
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 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 solicitation of
an offer to buy such  securities  in any  circumstances  in which  such offer or
solicitation is unlawful.

                                 127,500 Shares

                          BARRINGER TECHNOLOGIES INC.
                                  Common Stock

                     ______________PROSPECTUS______________

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

                               September 8, 1997

                                TABLE OF CONTENTS

                                                   Page                    

Available Information................................
Documents Incorporated
  by Reference.......................................
Forward-Looking Statements...........................
Risk Factors.........................................
The Company..........................................
Use of Proceeds......................................
Selling Securityholders..............................
Plan of Distribution.................................
Securities and Exchange Commission's
  Position on Indemnification........................
Legal Matters........................................
Experts  ............................................
II-6

           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 Company's  Quarterly Reports on Forms 10-QSB for the periods ended
          March 31, 1997 and June 30, 1997; and

     (iii)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  de-registers  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

         Not applicable.

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 Township of Murray Hill, State of New Jersey, on September 8,
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  September  8, 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 1997 Stock Compensation  Program 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
      Stanley S. Binder                       (Principal Executive Officer) and 
                                               Director

   /s/John D. Abernathy
   _________________________                  Director
      John D. Abernathy

   /s/Richard D. Condon
   __________________________                 Director
      Richard D. Condon

   /s/John H. Davis
   __________________________                 Director
      John H. Davis

   /s/John J. Harte
   __________________________                 Director
      John J. Harte

   /s/James C McGrath
   __________________________                 Director
      James C. McGrath

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

  Exhibit
  Number                          Description                         Page No.

   4.1      Certificate of Incorporation of Barringer  
            Technologies  Inc.  (previously  filed as Exhibit 
            3.1  to the  Company's  Registration  Statement 
            on  Form  SB-2  (File  No.  333-33129)  and
            incorporated herein by reference).

    4.2     By-laws of Barringer  Technologies  Inc.  
            (previously 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.  (included in 
            Exhibit 5.1 to this Registration Statement).

   24.1     Power of Attorney (included on the signature page).