SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ___________________

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                              ____________________


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

                             ____________________



      New Jersey                       000-06994                     22-1630072
(State or other Jurisdiction of   (Commission File No.)         I.R.S. Employer
incorporation or organization)                              Identification No.)


44 Talmadge Road, P.O. Box 4005
Edison, New Jersey                                                   08818-4005
(Address of principal executive offices)                           (Zip Code)



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


Securities to be registered pursuant to Section 12(g) of the Act:

                                           Name of Exchange on
Title of each class to be so registered    which each Class is to be registered

Common Stock Purchase Rights                NASDAQ



Securities to be registered pursuant to Section 12(b) of the Act:

                                         None

ITEM  1.     DESCRIPTION  OF  REGISTRANT'S  SECURITIES  TO  BE  REGISTERED
On  October  15,  1999,  the Board of Directors of New Brunswick Scientific Co.,
Inc.  ("Company")  declared  a  dividend  of  one common share purchase right (a
"Right")  for each outstanding share of common stock, par value $.0625 per share
(the  "Common  Stock"),  of the Company.  The dividend is payable on October 31,
1999  (the  "Record  Date")  to  the  shareholders  of record as of the close of
business  on that date.  In connection with the dividend declaration, on October
26,  1999,  the  Company  and American Stock Transfer & Trust Company, as Rights
Agent,  entered  into  a  Rights  Agreement,  effective  as of October 31, 1999.

Prior  to the Distribution Date (as defined below), the Rights will be evidenced
by  the  certificates  for and will be transferred with the Common Stock and the
registered  holders  of  the  Common  Stock  will be deemed to be the registered
holders  of the Rights.  After the Distribution Date, the rights agent will mail
separate  certificates evidencing the Rights to each record holder of the Common
Stock  as  of  the close of business on the Distribution Date (unless the Rights
were  earlier  redeemed  or  exchanged),  and  thereafter  the  Rights  will  be
transferable  separately  from  the  Common  Stock.  The  "Distribution  Date"
generally  means  the earlier of (i) the close of business on the 10th day after
the date of the first public announcement that a person (other than the Company,
any  of its subsidiaries or any employee benefit plan of the Company or any such
subsidiary,  or  certain other exempt persons) has acquired beneficial ownership
of  15%  or  more  of  the  outstanding  shares  of  Common Stock (an "Acquiring
Person"), (ii) the close of the business on the 10th business day (or such later
day as may be designated before any person has become an Acquiring Person by the
Board  of  Directors) after the date of the commencement of, or the announcement
of  an  intention  to  commence,  a tender or exchange offer by any person which
would,  if  consummated,  result  in  such  person becoming an Acquiring Person.

Prior  to  the Distribution Date, the Rights will not be exercisable.  After the
Distribution  Date  (but before any person has become an Acquiring Person), each
Right  will  be  exercisable to purchase, for $25.00 (the "Purchase Price"), one
share  of Common Stock.  The terms and conditions of the Rights are set forth in
a Rights Agreement dated as of October 31, 1999 between the Company and American
Stock  Transfer  &  Trust  Company,  as  Rights  Agent (the "Rights Agreement").

If  any  person has become an Acquiring Person (but before the occurrence of any
of  the  events described in the second succeeding paragraph), each Right (other
than  Rights  beneficially  owned by the Acquiring Person and certain affiliated
persons)  will  entitle  the holder to purchase after the Distribution Date, for
the  Purchase Price, a number of shares of Common Stock having a market value of
twice  the  Purchase  Price.

At  any  time  after  any  person has become an Acquiring Person (but before any
person  becomes the beneficial owner of 50% or more of the outstanding shares of
Common  Stock  or  the  occurrence  of  any  of the events described in the next
paragraph), the Board of Directors may exchange all or part of the Rights (other
than  Rights  beneficially  owned  by an Acquiring Person and certain affiliated
persons)  for shares of Common Stock at an exchange ratio of one share of Common
Stock  for  each  Right,  subject  to  adjustment.

If, after any person has become an Acquiring Person, (1) the Company is involved
in  a  merger  or  other  business  combination  in which the Company is not the
surviving  corporation  or its Common Stock is exchanged for other securities or
assets  or  (2)  the  Company  and/or  one  or  more of its subsidiaries sell or
otherwise  transfer  assets  or  earning  power aggregating more than 50% of the
assets  or  earning power of the Company and its subsidiaries, taken as a whole,
then  each  Right  (other than Rights beneficially owned by the Acquiring Person
and  certain  affiliated  persons) will entitle the holder to purchase after the
Distribution Date, for the Purchase Price, a number of shares of common stock of
the  other  party  to  such  business  combination  or  sale  (or  in  certain
circumstances,  an affiliate) having a market value of twice the Purchase Price.

The  Board  of  Directors  may  redeem all of the Rights at a price of $0.01 per
Right  at  any  time  before  any  person  has  become  an  Acquiring  Person.

The  Rights  will  expire  on  October  31,  2009,  unless  earlier exchanged or
redeemed.

For so long as the Rights are redeemable, the Rights Agreement may be amended in
any  respect.  At  any time when the Rights are no longer redeemable, the Rights
Agreement  may  be  amended  in  any  respect that does not adversely affect the
holders  of  Rights  (other  than  any  Acquiring  Person and certain affiliated
persons),  or  cause  the  Rights  again  to  become  redeemable.

Until  a Rights holder exercises his or her Rights, such Rights holder will have
no  rights  as  a shareholder of the Company, including the right to vote and to
receive  dividends.

The  Rights  Agreement  includes  antidilution  provisions  designed  to prevent
efforts  to  diminish  the  effectiveness  of  the  Rights.

As  of  November 1, 1999 there were 5,330,712 shares of Common Stock outstanding
and  264,739  shares  of  Common Stock reserved for issuance under the Company's
stock  option  plans.  Each outstanding share of Common Stock on the Record Date
will receive one Right.  Shares of Common Stock issued after the Record Date and
prior  to the Distribution Date will be issued with a Right attached so that all
shares  of  Common  Stock  outstanding  prior to the Distribution Date will have
Rights  attached.

The Rights have certain anti-takeover effects.  The Rights may cause substantial
dilution  to a person or group that attempts to acquire the Company on terms not
approved by the Board of Directors, except pursuant to an offer conditioned on a
substantial  number  of  the  Rights  being  acquired.  The  Rights  should  not
interfere with any merger or other business combination approved by the Board of
Directors  since  the  Rights may be redeemed by the Company as described above.

While  the  dividend of the Rights will not be taxable to shareholders or to the
Company,  shareholders  or  the  Company  may, depending upon the circumstances,
recognize  taxable income in the event that the Rights become exercisable as set
forth  above.

The  foregoing  description of the Rights Agreement is qualified in its entirety
by
reference  to  the  full text of the Rights Agreement, which was incorporated by
reference to the Company's Current Report on Form 8-K filed on October 29, 1999.

ITEM  2.     EXHIBITS

Rights  Agreement  dated as of October 31, 1999 between New Brunswick Scientific
Co.,  Inc.  and American Stock Transfer & Trust Company , as Rights Agent, which
includes  the Form of Right Certificate as Exhibit A and the Summary of Terms of
the  Rights  Agreement  as Exhibit B, incorporated by reference to the Company's
Current  Report  on  Form  8-K  filed  on  October  29,  1999.



SIGNATURE

Pursuant  to  the  requirements  of Section 12 of the Securities Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the  undersigned,  thereto  duly  authorized.

NEW  BRUNSWICK  SCIENTIFIC  CO.,  INC.
By:  /s/  Samuel Eichenbaum
    ------------------------------------
Name:     Samuel Eichenbaum
Title     Vice President Finance

Dated:  November 8, 1999