As filed with the Securities and Exchange Commission on March 11, 2005

Registration No. 33-48579

SECURITIES AND EXCHANGE COMMISSION

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Safeguard Scientifics, Inc.

800 The Safeguard Building
435 Devon Park Drive
Wayne, Pennsylvania 19087-1945
(Address of Principal Executive Offices, including Zip Code)

Safeguard Scientifics, Inc. Amended and Restated
Stock Option Plan for Non-Employee Directors
and
Certain Additional Stock Options Granted to Non-Employee Directors
Pursuant to Individual Written Agreements
(Full Title of the Plan)

Steven J. Feder
Senior Vice President and General Counsel
Safeguard Scientifics, Inc.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087-1945
(610) 293-0600
(Name, Address and Telephone Number, including Area Code, of Agent for Service)

Table of Contents

DEREGISTRATION OF SECURITIES

On June 12, 1992, Safeguard Scientifics, Inc. (the “Registrant”) filed a Registration Statement on Form S-8, File No. 33-48579 (the “Registration Statement”), to register an aggregate of 2,700,000 shares of common stock (as adjusted for stock splits), par value $0.10 per share, of the Registrant (the “Common Stock”) issuable pursuant to the terms of stock options awarded under the Registrant’s Amended and Restated Stock Option Plan for Non-Employee Directors adopted in 1989 (the “Plan”) and certain additional stock options granted to non-employee directors in 1987 and 1988 pursuant to individual written agreements. This Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister 18,000 unsold shares of Common Stock, as previously registered pursuant to the Registration Statement, relating to stock options which expired unexercised under the Plan (which terminated pursuant to its stated term).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Wayne, Pennsylvania, on this 11th day of March, 2005.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.