SecProbe.io

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                              July 11, 2005

VIA DHL OVERNIGHT AND FAX (202) 772-9218
----------------------------------------

Mr. Jay Webb
Reviewing Accountant
United States Securities and Exchange Commission
Division of Corporation Finance-Mail Stop 6010
450 Fifth Street, N.W.
Washington, D.C. 20549

     RE:  NEW BRUNSWICK SCIENTIFIC CO., INC.
          FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004
          FILED MARCH 31, 2005
          FILE NO. 0-6994

Dear Mr. Webb:

     New Brunswick Scientific Co., Inc. (the "Company") has received and
reviewed the comments set forth in your June 27, 2005 letter to the Company, and
we are writing to respond to those comments and provide supplemental information
with respect thereto.

     To facilitate your review, the comments from your June 27, 2005 letter are
repeated in bold italics, and the Company's responses to each comment are set
forth in standard font.

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 INSTRUMENT 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 REFERENCE 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 MISAPPLICATIONS 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.
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RESPONSE
--------

     The Company entered into one interest rate swap agreement in 1999 and two
interest rate swap agreements in 2004 effectively to fix the interest rate on
certain floating rate loans entered into under an existing loan facility with
the Company's principal lender.  The Company now believes such swap agreements
would have met the short cut method for effectiveness testing as defined by SFAS
No.133 "Accounting for Derivative Instruments and Hedging Activities".  However,
this was not documented when the swap agreements were executed.  When the
Company identified this issue in March of 2005, the Company considered a
possible restatement of its financial statements to record the gains or losses
in fair value of the instruments in the Company's statements of operations.

     In assessing whether restated financial statements were necessary in light
of the unintentional misapplication of SFAS No. 133 as it applied to the three
interest rate swap agreements, the Company carefully reviewed the materiality
interpretations set forth in Staff Accounting Bulletin No. 99, which became
effective for fiscal quarters beginning after June 15, 1999.  The Company
concluded that a restatement was appropriate, principally as a result of the
quantitative effect on net income for certain periods in question which slightly
exceeded the 5% threshold which the Company felt was an indication of
materiality, and on March 21, 2005 issued a press release announcing the
restatement and concurrently filed a Current Report on Form 8-K with the
Commission.  On March 31, 2005, the Company filed its Form 10-K for the year
ended December 31, 2004 with the restated annual and quarterly information
disclosed therein.  The Company also analyzed whether the restatement of the
affected financial statements required amendment of previously filed Form 10-K
and Form 10-Q reports.  Based on: (a) an analysis of the materiality of the
affected information (discussed further below); (b) the disclosures in the March
21, 2005 Form 8-K cautioning that, because of the restatement, financial
statements in prior reports should not be relied on, and (c) the complete and
accurate disclosure in the 2004 Form 10-K, the Company concluded that amendment
of the prior filings was not necessary.  In addition, the Company consulted with
its independent accountants and legal advisors, and reviewed recent filings by
other public registrants that have restated their financial statements, and
found that this approach has been used extensively.

In reaching this conclusion, the Company applied the guidance provided by SAB
99, which states that a matter is "material" if there is substantial likelihood
that a reasonable person would consider it important.  In this case, the Company
felt the error was material with respect to the 2004 Form 10-K filing.  However,
with respect to its earlier 1934 Act filings, the Company determined that (i)
the restatement of prior periods had no effect in any prior periods on the
operating income/loss of the Company; (ii) the revised accounting treatment of
interest rate swap transactions had no effect on the Company's actual cash
flows; (iii) the restatement of prior periods had no material effect on any
trends in earnings in the prior three years' statements of operations; (iv)
there has been extremely low Company stock price volatility; (v) the Company's
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stock is thinly traded; and (vi) the effect on  prior balance sheets was
immaterial considering the Company's total equity and total assets.

      The Company concluded that based on the totality of the factors described
above, applying the analysis of SAB 99, there is not a substantial likelihood
that reasonable investors would deem the affected information in the earlier
reports, without amendment, to be important.

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.

RESPONSE
--------

     The Company's use of the term "generally" in its revenue recognition
footnote relates to the fact that a majority of its revenue transactions are
sold with terms of F.O.B. Shipping Point. However, just less than one third of
the Company's sales are sold F.O.B. Destination at the customer's premises or
when delivered dockside, and a further de minimis amount made pursuant to other
terms specifically requested by customers, which also comply with SAB 104 as to
the timing of revenue recognition.  For such F.O.B. Destination sales, revenue
is not recognized until goods reach their intended destination, or when title
and risk of loss passes to the customer in accordance with SAB 104.  In future
filings, the Company will expand its disclosure to more fully discuss F.O.B.
Destination sales and will clarify that such sales occur on a regular basis and
note how the Company accounts for such sales.

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.

RESPONSE
--------

     In February 2004, the Company entered into an arrangement via a purchase
order with a buyer regarding the production of a frozen biomass product.
Pursuant to the purchase order, the Company was obligated to produce two batches
of frozen biomass for the buyer each month for approximately one year.  The
arrangement resulted in approximately $450,000 in total revenue.  The frozen
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biomass product was produced on a contract basis utilizing the Company's
fermentation equipment and expertise.  The specific bacterial culture to be
grown was provided by the buyer.  The frozen biomass product was then used by
the buyer, a biotechnology company, in a proprietary process.  Given the amount
of revenue generated by this arrangement, the Company determined it would be
appropriate to give the arrangement specific mention in the Company's revenue
recognition footnote.

     Pursuant to the purchase order, the buyer was to be billed, F.O.B. Shipping
Point, upon each shipment of frozen biomass product.  Such invoices were payable
within 30 days.  The purchase order contained no acceptance provisions regarding
the frozen biomass product.  All invoices under the arrangement were timely
paid.

 The Company reviewed EITF 00-21 as it recorded revenue from this transaction
and concluded each shipment of frozen biomass product constituted a separate
unit of accounting, as defined therein.  The Company determined it had earned
revenue pursuant to the arrangement at the fair value (invoice price) for each
shipment since each batch was at an equal selling price and there were no
up-front payments.  Effectively, the arrangement contained no multiple elements.
The Company believes the arrangement is akin to the sale of several units of a
"product", for an agreed upon price per unit, pursuant to a blanket purchase
order.

To the extent the Company enters into similar contract fermentation sales in the
future, where the facts and circumstances of such arrangements dictate, the
Company will clarify that such arrangements are without customer acceptance
clauses and that revenue is recognized upon product shipment.  Should the facts
of any new arrangements change, the Company shall comply with all applicable
provisions of EITF 00-21 and SAB 104.

ITEM 9A. CONCLUSIONS ABOUT EFFECTIVENESS OF DISCLOSURE CONTROLS, PAGE 58
------------------------------------------------------------------------

     4.     WE NOTE YOUR STATEMENT THAT THE CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER 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
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DISCLOSURE, WHICH APPEARS TO STATE THAT YOUR DISCLOSURE CONTROLS AND PROCEDURES
ARE EFFECTIVE EXCEPT TO THE EXTENT THEY ARE NOT EFFECTIVE.

RESPONSE
--------

In drafting Item 9A in the Form 10-K, the Company intended to provide investors
with all material information regarding the effectiveness of its disclosure
controls and procedures as of the evaluation date of December 31, 2004, and the
subsequent discovery of a material weakness thereto in March 2005 prior to the
December 31, 2004 Form 10-K filing.  It was not the Company's intent
simultaneously to attest to the effectiveness of its disclosure controls and
procedures and to exclude certain material weaknesses from such attestation, nor
do we believe that is the effect of the disclosure.

The Company's chief executive officer and chief financial officer concluded that
the Company's disclosure controls and procedures were not effective as of the
evaluation date due solely to the material weakness resulting from the
misapplication of SFAS No. 133.  The Company's disclosure further states that in
March 2005 (prior to the filing of the December 31, 2004 Form 10-K) the material
weakness had been remediated.  Although your comment is well taken to the extent
that the verbiage could have been clearer, we believe the conclusion expressed
in the existing disclosure is that the disclosure controls and procedures were
not effective as of December 31, 2004 but that the material weakness resulting
in such conclusion was remediated in March 2005.  We respectfully request the
Staff not to require an amendment of the 2004 Form 10-K.  We also refer you to
Item 4, in the Company's Form 10-Q for the quarter ended April 2, 2005, which
also addresses this matter as of a more recent date and further notes that the
Company has now adopted a formal written policy with respect to the
authorization, entering into and review of derivatives.

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, YOUR 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.

RESPONSE
--------

     As noted above, the Company entered into three interest rate swaps to fix
the interest rates on certain loans entered into under an existing loan
arrangement with a financial institution.  Each swap is LIBOR based whereby the
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Company will receive LIBOR and pay a fixed 8% rate.  The Company's debt is LIBOR
based.  In accordance with SFAS No.133 paragraphs 28 and 29, on April 1, 2005
the Company documented the hedging relationship between the LIBOR based debt and
the LIBOR based interest rate swaps.  The Company designated this hedging
relationship as a cash flow hedge of the variability of cash flows attributed to
changes in the designated benchmark interest rate (i.e. LIBOR).  The Company
determined that the hedging relationship is expected to be highly effective
given that the term to maturity, notional amount and variable rate (LIBOR) of
the debt and interest rate swaps match.  The Company will assess effectiveness
each quarter and record any ineffectiveness to earnings each quarter, which is
expected to total $146,000 over the remaining lives of the swap agreements.

                                       --

     Should you have questions regarding the above, please contact the
undersigned.  Thank you for your time and consideration.

                         Very truly yours,

                         NEW BRUNSWICK SCIENTIFIC CO., INC.

                         Samuel Eichenbaum, Vice President, Finance
                         Chief Financial Officer and Treasurer

cc:  Peter D. Hutcheon, Esq.
     Joel Jaff