8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): JUNE 8, 2006

                       NEW BRUNSWICK SCIENTIFIC CO., INC.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

                 NEW JERSEY          0-6994          22-1630072
                 ----------          ------          ----------
    (State or other jurisdiction          (Commission          (IRS Employer
of incorporation)          File Number)          Identification No.)

                                  P.O. BOX 4005
                                44 TALMADGE ROAD
                     EDISON, NEW JERSEY          08818-4005
                     ------------------          ----------
          (Address of principal executive offices)          (Zip Code)

       Registrant's telephone number, including area code: (732) 287-1200

                                       N/A
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions  (see  General  Instruction  A.2.  below):

[ ]     Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

[ ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

[ ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))




ITEM 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 7, 2006, New Brunswick Scientific Co., Inc. ("Company") entered into an
Involuntary Termination Agreement with Thomas Bocchino, Vice President, Finance
and Chief Financial Officer.  Under the terms of the agreement, should Mr.
Bocchino's employment with the Company be involuntarily terminated for any
reason after a Change in Control, the Company agrees to pay Mr. Bocchino 200% of
his current base salary at the time of such termination.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

   (D) EXHIBITS

                                     Exhibit
Number          Description  of  the  Exhibit
 10.38          Involuntary  Termination  Agreement  with  Thomas  Bocchino.
- ------          ------------------------------------------------------------



                                   Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

     New Brunswick Scientific Co., Inc.


Date: June 8, 2006     By:      /s/ Thomas Bocchino
                               --------------------
          Thomas Bocchino
          Vice President, Finance and
          Chief Financial Officer

EX-10.38

                                                                   Exhibit 10.38
               [Letterhead of New Brunswick Scientific Co., Inc.]
     FEBRUARY 23, 2006

Mr. Thomas Bocchino
13 Cooper Hawk Drive
Manalapan, NJ  07726

Dear Mr. Bocchino:

     In recognition of your services, New Brunswick Scientific Co., Inc. (the
"Company") shall, in the event that your employment with the Company is
involuntarily terminated for any reason after the occurrence of a Change in
Control (as defined below), pay to you an amount equal to 200% of your current
annual base salary at the time of such termination.  The payment will be made in
a single sum within 30 days of your termination of employment.

For the purposes of this agreement "Change of Control" generally is defined to
take place when disclosure of such a change would be required by rule(s)
promulgated by the Securities and Exchange Commission or when either (i) a
person (other than a current officer or director nominated, selected or elected
by the board) acquires beneficial ownership (as defined in SEC Rule 13d-3) of
25% or more of the combined voting power of the Company's voting securities,
(ii) less than a majority of the directors are persons who were either nominated
or selected by the current board, (iii) a merger tender offer or sale or
exchange of securities involving the Company occurs which results in ownership
of more than 50% of the Company's voting stock by a holder or holders not
currently owning more than 10% of the outstanding shares of stock of the
Company, or (iv) a plan of liquidation or sale of substantially all the assets
of the Company occurs.

Following a Change in Control, in addition to actual termination of your
employment by the Company, you will be considered to have been involuntarily
terminated if you resign after any of the following occurs: a material reduction
in your responsibilities or authority which is expected to last or in fact
continues for more than one month; a reassignment to another geographic location
more than 50 miles from 44 Talmadge Road, Edison, New Jersey; a reduction of at
least 5% in your compensation; abusive or demeaning conduct toward you that
amounts to a constructive discharge under the common law of the State of New
Jersey; or failure by a successor employer following a sale, merger, exchange or
other disposition of the Company, or any subsidiary, facility, or operation at
which you are employed to assume the obligations of the Company under this
Agreement.

Nothing contained herein shall be construed as conferring upon you the right to
continue in the employ of the Company as an executive or in any other capacity.



MR. THOMAS BOCCHINO     PAGE 2



Any severance pay benefits payable under this letter shall not be deemed salary
or other compensation to you for the purpose of computing benefits to which you
may be entitled under any pension plan or other arrangement of the Company for
the benefit of its employees.

You shall be responsible for payment of any tax liability which results from
payment to you of any amount under this letter.  Any payment(s) shall be subject
to Federal, State and local withholding rules in effect at the time a payment is
made.

The parties hereto agree that this Agreement shall supercede any and all other
agreements between the parties relating to severance pay.

          Sincerely,

     NEW BRUNSWICK SCIENTIFIC CO., INC.




ATTEST:     David Freedman
          Chief Executive Officer



ADELE LAVENDER
Secretary




Acknowledged and Accepted as of the
7th Day of June 2006



Thomas Bocchino