Mail Stop 6010


						July 21, 2005



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

Mr. Samuel Eichenbaum
Vice President, Finance, Chief Financial Officer and Treasurer
New Brunswick Scientific Co., 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 response dated July 11, 2005 and have
the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents. In our comments, we asked you to provide
us
with supplemental 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
aspect
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

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

1. We refer to our prior comment 4 in our letter dated June 27,
2005
and understand your conclusion regarding your disclosure controls
and
procedures is that your controls and procedures were not effective
as
of the evaluation date due to the material weakness resulting from
the misapplication of SFAS 133. As discussed in our prior comment
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.

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

Note 3 - Interest rate swaps, page 8

2. We refer to our prior comment 5 in our letter dated June 27,
2005.
Please further clarify why you believe the referenced change in
the
designation of the swaps to effective hedges complies with SFAS
133.
Please include the following in your response:

* Please clarify for us the inception date of the interest rate
swaps. Tell us why hedge designation is consistent with paragraph
28
of SFAS 133 which requires hedge designation to occur at the
inception of the hedging instrument.

* Clarify for us the nature of the $146,000 that will be
recognized
into income over the remaining lives of the interest rate swaps
and
why you believe this accounting treatment is appropriate. In your
Form 10-Q disclosure you state that this represents the negative
fair
value at the designation date, however, in your response to our
prior
letter you imply that this is the estimated amount of
ineffectiveness
over the remaining life of the swap agreements.

* Tell us if you believe the transition guidance in paragraphs 48-
56
of SFAS 133 impacts you and, if so, how you have applied such
guidance.



      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the
amendment to expedite our review. Please furnish a cover letter
with
your response that keys your responses to our comments and
provides
any requested 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.

      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 Co., Inc.
July 21, 2005
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