Mail Stop 6010


							June 27, 2005



VIA U.S. MAIL AND FAX (732) 287-5566

Mr. Samuel Eichenbaum
Vice President, Finance, Chief Financial Officer and Treasurer
New Brunswick Scientific Company, Inc.
44 Talmadge Road
Edison, New Jersey 08817

	Re:	New Brunswick Scientific Company, Inc.
		Form 10-K for the year ended December 31, 2004
		Filed March 31, 2005
      File No. 0-6994


Dear Mr. Eichenbaum:

      We have reviewed your filings and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you should revise your
documents in future filings in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.



Form 10-K for the year ended December 31, 2004

Selected Financial Data, page 12

1. We see on March 21, 2005, you announced that as a result of the
misapplication of SFAS No. 133 "Accounting for Derivative
Instruments
and Hedging Activities" as it applies to three interest rate swaps
for the years ended December 31, 2001, 2002 and 2003 and the
previously released 2004 quarterly information, you restated the
financial statements and selected financial data in your current
filing to correct the referenced errors.  We also see you have not
amended your annual reports on Form 10-K or quarterly reports on
Form
10-Q for the quarterly periods affected by the restatement.
Please
tell us why you did not amend the referenced periodic reports to
correct your misapplication of SFAS 133.  Provide us with a SAB 99
analysis to support your conclusions that the Form 10-K or
quarterly
reports on Form 10-Q for the quarterly periods affected by the
restatement did not need to be amended.  We may have further
comments
after reviewing your response.

Financial Statements, page 27

Note 1. Nature of Operations and Summary of Significant Accounting
Policies, page 32

Revenue Recognition, page 37

2. We note your disclosure that revenue "is recognized in
accordance
with the F.O.B. shipping terms of orders, generally when products
are
shipped."  Please tell us and revise future filings to describe
those
circumstances when revenue would be recognized at a different
point
in the sales process.

3. We noted that the company also provides certain contract
fermentation services for which revenue is recorded at the time
the
materials are shipped to the customer. Please tell us and revise
future filings to define customer acceptance and tell us how
revenue
recognition coincides with the point at which title transfers and
when the customer takes possession of the product. Further, tell
us
how you considered EITF 00-21 in your revenue recognition
policies.

Item 9A. Conclusions About Effectiveness of Disclosure Controls,
page
58

4. We note your statement that the chief executive officer and
chief
financial officer have concluded that the company`s disclosure
controls and procedures are effective "except there existed a
material weakness in the Company`s disclosure controls and
procedures
in 2004 and prior years, as detailed below."  Given the exceptions
noted, it remains unclear whether your chief executive officer and
chief financial officer have concluded that your disclosure
controls
and procedures are effective.  Please revise your disclosure to
state, in clear and unqualified language, the conclusions reached
by
your chief executive officer and your chief financial officer on
the
effectiveness of your disclosure controls and procedures.  For
example, if true, you can state that your disclosure controls and
procedures are effective including consideration of the identified
matters, so long as you provide appropriate disclosure explaining
how
the disclosure controls and procedures were determined to be
effective in light of the identified matters.  Or, if true, you
can
state that given the identified matters, your disclosure controls
and
procedures are not effective.  You should not, however, state the
conclusion in your current disclosure, which appears to state that
your disclosure controls and procedures are effective except to
the
extent they are not effective.


Form 10-Q for the quarter ended April 2, 2005

Note 3 - Interest rate swaps, page 8

5. We see that on April 1, 2005 you designated your three interest
rate swaps as effective interest rate hedges and as such, the
negative fair values of the swaps as of the designation date,
which
aggregated $146,000, will be recognized into income over the
remaining lives of the interest rate swaps.  Please tell us
specifically why you believe the referenced change in the
designation
of the swaps to effective hedges complies with SFAS 133 or other
applicable generally accepted accounting principles.  We may have
further comments after reviewing your response.


      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* Staff comments or changes to disclosure in response to staff do
not
foreclose the Commission from taking any action with respect to
the
filing; and
* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Julie Sherman, Staff Accountant, at (202)
551-
3640, or me at (202) 551-3603 if you have questions regarding
these
comments.  In this regard, do not hesitate to contact Angela
Crane,
Accounting Branch Chief, at (202) 551-3554.


								Sincerely,


								Jay Webb
								Reviewing Accountant


Mr. Samuel Eichenbaum
New Brunswick Scientific Company, Inc.
June 27, 2005
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