Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
NIERENBERG INVESTMENT MANAGEMENT CO
   2. Issuer Name and Ticker or Trading Symbol
BROOKS AUTOMATION INC [BRKS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Not subject to Section 16
(Last)
(First)
(Middle)
19605 NE 8TH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
07/21/2008
(Street)

CAMAS, WA 98607		 4. If Amendment, Date Original Filed(Month/Day/Year)
07/21/2008		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 07/21/2008(1)   P(1)   0 (1) A (1) 0 (1) I (1) For The D3 Family Canadian Fund LP

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NIERENBERG INVESTMENT MANAGEMENT CO
19605 NE 8TH STREET
CAMAS, WA 98607		       Not subject to Section 16
D3 Family Canadian Fund, L.P.
19605 NE 8TH STREET
CAMAS, WA 98607		       Not subject to Section 16
NIERENBERG DAVID
19605 NE 8TH STREET
CAMAS, WA 98607		       Not subject to Section 16

Signatures

 David Nierenberg, President, Nierenberg Investment Management Co., Inc. (NIMCO)   07/25/2008
**Signature of Reporting Person Date
 David Nierenberg, President, (NIMCO), General Partner of the D3 Family Canadian Fund, LP   07/25/2008
**Signature of Reporting Person Date
 David Nierenberg   07/25/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This amended Form 4 is filed solely for the purpose of retracting in its entirety the Form 4 filed by the reporting persons on July 23, 2008 with respect to the above named issuer. The reporting persons were not, as of the time of the transactions erroneously reported on such Form 4, direct of indirect beneficial owners of more than 10% of any class of equity securities registered by the above named issuer under Section 12 of the Securities Exchange Act of 1934 or persons otherwise subject to Section 16 of such Act.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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