As filed with the Securities and Exchange Commission on July 24, 1998
                                                 Registration No. 333-__________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                             BASE TEN SYSTEMS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          NEW JERSEY                                   22-1804206
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
Incorporation or Organization)            

                              ONE ELECTRONICS DRIVE
                            TRENTON, NEW JERSEY 08619
          (Address, including Zip Code, of Principal Executive Offices)

                        1998 DIRECTORS' STOCK OPTION PLAN
                            (Full Title of the Plan)

                                THOMAS E. GARDNER
                        PRESIDENT, CHAIRMAN OF THE BOARD,
                           and CHIEF EXECUTIVE OFFICER
                             BASE TEN SYSTEMS, INC.
                              ONE ELECTRONICS DRIVE
                            TRENTON, NEW JERSEY 08619
                                 (609) 586-7010
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)
                             ----------------------

                                 With a copy to:
                              WARREN J. CASEY, ESQ.
                          PITNEY, HARDIN, KIPP & SZUCH
                                  P.O. BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (973) 966-6300

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

----------------------------- ---------------------- ----------------------- ---------------------- ----------------------
          Title of                   Amount             Proposed Maximum       Proposed Maximum           Amount of
       Securities to                  to be              Offering Price            Aggregate            Registration
       be Registered              Registered(1)           Per Share(2)          Offering Price               Fee

<S>                                  <C>                  <C>                    <C>                     <C>         
Class A Common Stock, $1.00          300,000              $3.09375               $928,125                $273.80
         Par Value

   Total Registration Fee
                                                                                                         $273.80
----------------------------- ---------------------- ----------------------- ---------------------- ----------------------

</TABLE>

(1) In addition,  pursuant to Rule 416 under the  Securities  Act of 1933,  this
    Registration  Statement  also  covers an  indeterminate  number of shares of
    Class  A  Common  Stock  that  may be  issuable  pursuant  to  anti-dilution
    provisions contained in the 1998 Directors' Stock Option Plan (the "Plan").

(2) Estimated solely for the purpose of calculating the  registration  fee. Such
    estimate  has  been  computed  in  accordance  with  Rule  457 (c) and  Rule
    457(h)(1) based on the average high and low prices of the Registrant's Class
    A Common Stock as reported on the NASDAQ National Market on July 22, 1998.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  Plan Information

            Not filed with this Registration Statement.


ITEM 2.  Registrant Information and Employee Plan Annual Information

            Not filed with this Registration Statement.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.           Incorporation of Documents by Reference.

         The following documents filed by Base Ten Systems,  Inc. ("Base Ten" or
the "Registrant") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference in this Registration Statement:

         1.       Annual  Report on Form 10-K for the year  ended  October,  31,
                  1997 filed on February 11, 1998.

         2.       Amendment  to Annual  Report on Form 10-K/A for the year ended
                  October 31, 1997 filed on February 27, 1998.

         3.       The Description of the Registrant's Capital Stock contained in
                  the Current Report on Form 8-K, filed on April 23, 1998.

         4.       Form 8-K,  filed on November 12, 1997,  reporting  the sale of
                  all  the  assets,  subject  to  certain  liabilities,  of  the
                  Registrant's Government Technology Division.

         5.       Form 8-K,  filed on December 18, 1997,  reporting  the sale of
                  the  first   installment   of  the  sale  of  $19  million  of
                  Convertible Preferred Shares.

         6.       Form 8-K,  filed on January 9, 1998,  reporting the completion
                  of the  sale of the  Government  Technology  Division  and the
                  second  and final  installment  of the sale of $19  million of
                  Convertible Preferred Shares.

         7.       Form  8-K,   filed  on   February  2,  1998,   reporting   the
                  Registrant's change in fiscal year.

         8.       Form 8-K, filed on March 6, 1998,  reporting the  Registrant's
                  execution of a Definitive  Purchase  Agreement with Consilium,
                  Inc.  under  which  the  Registrant  purchased  the  assets of
                  Consilium's  Health Care and Process  business unit for a cash
                  consideration  of $1.5 million and the  assumption  of certain
                  maintenance and warranty obligations.

         9.       Form 8-K,  filed on March 9, 1998,  reporting the dismissal of
                  Deloitte & Touche LLP as the principal accountant to audit the
                  Registrant's financial statements.

         10.      Form 8-K, filed on March 16, 1998,  reporting the  appointment
                  of Price  Waterhouse LLP as the principal  accountant to audit
                  the Registrant's financial statements.

         11.      Quarterly  Report on Form 10-Q for the transition  period from
                  November  1, 1997 to  December  31,  1997,  filed on March 16,
                  1998.

         12.      Amendment  No. 1 to Form 8-K,  filed on May 5, 1998,  amending
                  the Form 8-K filed on March 6, 1998.

         13.      Quarterly  Report on Form 10-Q for the quarter ended March 31,
                  1998, filed on May 15, 1998.

         14.      Amendment No. 2 to Form 8-K,  filed on May 11, 1998,  amending
                  the Form 8-K filed on March 6, 1998.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,  prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  hereby are incorporated  herein by reference and shall be deemed a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.


   ITEM 4.           Description of Securities.

                     Not applicable.


   ITEM 5.           Interests of Named Experts and Counsel.

                     Not applicable.


   ITEM 6.           Indemnification of Directors and Officers.

   Article 9 of the  Registrant's  Restated  Certificate  of  Incorporation,  as
amended, provides as follows:

         Any present or future Director or Officer of the  Corporation,  and any
         present or future director or officer of any other corporation  serving
         as such at the request of the Corporation,  or the legal representative
         of  any  such  Director  or  Officer,   shall  be  indemnified  by  the
         Corporation against reasonable costs, expenses (exclusive of any amount
         paid  to the  Corporation  in  settlement)  and  counsel  fees  paid or
         incurred in connection with any action, suit or proceeding to which any
         such  Director  or  Officer or his legal  representative  may be made a
         party by reason of his being or having  been such  Director or Officer;
         provided that, (1) said action,  suit or proceeding shall be prosecuted
         against such Director or Officer or against his legal representative to
         final  determination,  and it shall  not be  finally  adjudged  in said
         action, suit or proceeding that he had been derelict in the performance
         of his duties as such Director or Officer,  or (2) said action, suit or
         proceeding  shall be settled or  otherwise  terminated  as against such
         Director  or  Officer  or his  legal  representative  without  a  final
         determination on the merits and it shall be determined by a majority of
         the  members  of the Board of  Directors  who are not  parties  to said
         action,  suit  or  proceeding,  or by a  person  or  persons  specially
         appointed by the Board of  Directors  to  determine  the same that said
         Director or Officer has not in any substantial way been derelict in the
         performance o his duties as charged in such action, suit or proceeding.
         The foregoing right of indemnification  shall not be exclusive of other
         rights to which such Director or Officer or legal representative may be
         entitled by law, and shall inure to the benefit of the heirs, executors
         or administrators of such Director or Officer.

   Article 10 of the  Registrant's  Restated  Certificate of  Incorporation,  as
amended, provides as follows:

         No director or officer of the corporation shall be personally liable to
         the corporation or its  shareholders for damages for breach of any duty
         owed to the corporation or its  shareholders,  except for liability for
         any breach of duty based upon an act or omission  (a) in breach of such
         director's  or  officer's  duty of  loyalty to the  corporation  or its
         shareholders, (b) not in good faith or involving a knowing violation of
         law,  or (c)  resulting  in receipt by such  director  or officer of an
         improper personal benefit.  As used in this Article, an act or omission
         in breach of a director's or officer's  duty of loyalty means an act or
         omission  which  such  director  or  officer  knows or  believes  to be
         contrary to the best interests of the  corporation or its  shareholders
         in  connection  with a matter in which such  director  or officer has a
         material conflict of interest.

         The provisions of this Article shall be effective as and to the fullest
         extent that, in whole or in part, they shall be authorized or permitted
         by the laws of the State of New Jersey.  No repeal or  modification  of
         the provisions of this Article nor, to the fullest extent  permitted by
         law,  any  modification  of law  shall  adversely  affect  any right or
         protection of a director or officer of the corporation  which exists at
         the time of such repeal or modification.

   Article X of the Registrant's By-Laws, as amended, entitled "Indemnification:
Insurance," provides as follow:

         Section 1. The  Corporation  shall indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         contemplated  action,  suit or  proceeding,  whether  civil,  criminal,
         administrative or investigative (including an action by or in the right
         of the  Corporation) by reason of the fact that he is or was a director
         or officer of the Corporation  against expenses  (including  attorneys'
         fees),  judgments,  fines and amounts paid in settlement to the maximum
         extent  permitted by law, and shall advance  expenses  incurred by such
         person in any such action to the  maximum  extent  permitted  by law in
         accordance with the procedures provided by applicable law.

         Section 2. To the extent,  according to standards and in such manner as
         the Board of Directors may direct  pursuant to and in  accordance  with
         applicable law in the particular case, the Corporation  shall indemnify
         any person who was or is a party or is threatened to be made a party to
         any  threatened,  pending  or  completed  action,  suit or  proceeding,
         whether civil, criminal,  administrative or investigative (including an
         action  by or in the  right of the  Corporation)  by reason of the fact
         that he is or was an employee or agent of the Corporation, or is or was
         serving at the  request of the  Corporation,  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise, against expense (including attorneys' fees),
         judgments, fines and amounts paid in settlement.

         Section 3. The indemnification  provided by this Article X shall not be
         deemed   exclusive  of  any  other   rights  to  which  those   seeking
         indemnification   may  be  entitled  under  any   agreement,   vote  of
         stockholder or disinterested directors or otherwise,  both as to action
         in his  official  capacity and as to action in another  capacity  while
         holding such office and shall continue as to a person who has ceased to
         be a  director,  officer,  employee  or agent  and  shall  inure to the
         benefit of the heirs, executors and administrators of such a person.

         Section 4. The  Corporation,  acting by its Board of  Directors,  shall
         have power to purchase and  maintain  insurance on behalf of any person
         who  is  or  was  a  director,   officer,  employee  or  agent  of  the
         Corporation,  or is or was serving at the request of the Corporation as
         a  director,   officer,  employee  or  agent  of  another  corporation,
         partnership,  joint  venture,  trust or other  enterprise  against  any
         liability  asserted  against  him  and  incurred  by him  in  any  such
         capacity,  or  arising  out of his  status as such,  whether or not the
         Corporation  would  have  the  power  to  indemnify  him  against  such
         liability  under the  provisions  of this  Article  X.  Nothing in this
         Section 4 shall obligate the Corporation to indemnify any person to any
         extent other than as provided in Sections 1, 2, 3 and 4 of this Article
         X.

   Statutory  authority  for  indemnification  of and  insurance  for Base Ten's
   directors  and officers is contained in the New Jersey  Business  Corporation
   Act ("the  Act"),  in  particular,  Section  14A:3-5 of the Act, the material
   provisions of which may be summarized as follows:

         Directors and officers may be indemnified in non-derivative proceedings
         against  settlement,   judgments,   fines  and  penalties  and  against
         reasonable  expenses (including counsel fees) where the person acted in
         good  faith  and in a manner  he  reasonably  believed  to be in or not
         opposed  to the  best  interests  of the  corporation  and  also,  in a
         criminal  proceeding,  he must have had no reasonable  cause to believe
         that his conduct was unlawful.  In derivative  proceedings such persons
         may be indemnified against reasonable expenses (including counsel fees)
         were the  person  acted in good  faith  and in a manner  he  reasonably
         believed  to be in  or  not  opposed  to  the  best  interests  of  the
         corporation, but not against settlements, judgments, fines or penalties
         except  that,  without  a  court  determination  as to  entitlement  to
         indemnity,  no  indemnity  may be  provided  to a  person  who has been
         adjudged liable to the corporation In all cases,  the Act provides that
         indemnification  may only be made by the corporation (unless order by a
         court) only as authorized in a specific case upon a determination  that
         indemnification  is proper in the circumstances  because the person has
         met the applicable standard of conduct required of the person, requires
         a person to be indemnified for reasonable  expenses  (including counsel
         fees)  to the  extent  he has been  successful  in any  proceeding  and
         permits a  corporation  to advance  expenses  upon an  undertaking  for
         repayment  if it shall be  ultimately  determined  that the director or
         officer is not entitled to  indemnification.  The  indemnification  and
         advancement of expenses  provided by or granted  pursuant to the Act is
         not exclusive of other rights of  indemnification  to which a corporate
         agent may be entitled  under a certificate  of  incorporation,  by-law,
         agreement,   vote   of   shareholders   or   otherwise.   However,   no
         indemnification may be made to or on behalf of a director or officer if
         a final  adjudication  adverse to the  director or officer  establishes
         that the  director's or officer's  acts or omissions  were in breach of
         his duty of loyalty to the corporation or its shareholders, were not in
         good faith or  involved a knowing  violation  of law,  or  resulted  in
         receipt by the  director or officer an  improper  personal  benefit.  A
         corporation  may  purchase  and  maintain  insurance  on  behalf of any
         directors and officers against expenses  incurred in any proceeding and
         liabilities  asserted  against them by reason of being or having been a
         director  or  officer,  whether or not the  corporation  would have the
         power to indemnify the directors or officers  against such expenses and
         liabilities under the statute.

         Each of the  officers  and  directors  of Base Ten is  insured  against
         certain  liabilities which he might incur in his capacity as an officer
         or director of Base Ten or its subsidiaries pursuant to a Directors and
         Officers Insurance and Company  Reimbursement Policy issued by National
         Union  Fire  Insurance  Company of  Pittsburgh,  PA,  Zurich  Insurance
         Company of Philadelphia,  PA and Genesis Insurance Company of Stamford,
         CT.  The  general  effect of the  policy is that if any claims are made
         against officers or directors of Base Ten or its subsidiaries or any of
         them for a Wrongful  Act (as  defined in the  policy)  while  acting in
         their individual or collective  capacities as directors or officers, to
         the extent Base Ten or its  subsidiary  has property  indemnified  such
         officers and  directors,  the insurer  will,  subject to the  retention
         amount,  reimburse  Base Ten or its subsidiary for 100% of any Loss (as
         defined in the policy). In addition, to the extent that Base Ten or its
         subsidiary  has not  indemnified  an officer or  director,  the insurer
         will, subject to the retention amount, pay on behalf of such officer or
         director 100% of the Loss. Defense Costs (as defined in the Policy) are
         part of Loss and are subject to the limits of the policy.

         The retention amount under the policy is $250,000. The retention amount
         is first applied to Base Ten or its subsidiary. The retention amount is
         not  applicable to officers or directors if Base Ten or its  subsidiary
         is not  permitted or required to indemnify  the officers or  directors.
         If,  however,  Base Ten or its  subsidiary  is permitted or required to
         indemnify  the officers or directors,  then the  retention  amount does
         apply to them.

         Under the policy,  the term  "Wrongful Act" means any actual or alleged
         error, or misstatement,  or misleading statement,  or act, or omission,
         or  neglect or breach of duty by the  directors  or  officers  in their
         capacities as such, individually or collectively, or any matter claimed
         against  them solely by reason of their being  directors or officers of
         Base Ten or its  subsidiaries,  except that certain claims are excluded
         by the  terms and  conditions  of the  policy.  The term  "Loss"  means
         damages,  judgments,  settlements and Defense Costs.  The term "Defense
         Costs"  means   reasonable  and  necessary  fees,  costs  and  expenses
         consented to by the insurer  resulting  solely from the  investigation,
         adjustment,  defense and appeal of any claim  against  any  director or
         officer, but excluding salaries of officers or employees of Base Ten or
         its subsidiaries.



   ITEM 7.           Exemption from Registration Claimed.

                     Not applicable.


   ITEM 8.           Exhibits.

         4(c)     1998 Directors' Stock Option Plan

         5        Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality of
                  the securities being registered.

         23(a)    Consent of Deloitte & Touche LLP.

         23(b)    Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
                  hereto).

         24       Power of Attorney (included on signature page hereto).


   ITEM 9.           Undertakings.

   1.       The undersigned Registrant hereby undertakes:

            (a)      To file,  during  any  period in which  offers or sales are
                     being made, a post-effective amendment to this Registration
                     Statement to include any material  information with respect
                     to the plan of distribution not previously disclosed in the
                     Registration  Statement  or any  material  change  to  such
                     information in the Registration Statement.

            (b)      That, for purposes of determining  any liability  under the
                     Securities Act of 1933, each such post-effective  amendment
                     shall be deemed to be a new registration statement relating
                     to the securities offered therein, and the offering of such
                     securities  at that time shall be deemed to be the  initial
                     bona fide offering thereof.

            (c)      To remove from  registration  by means of a  post-effective
                     amendment  any of the  securities  being  registered  which
                     remain unsold at the termination of the offering.

   2.    The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
         the Securities  Exchange Act of 1934 that is  incorporated by reference
         in this Registration Statement shall be deemed to be a new registration
         statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

    3.   Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the  Registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  Registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification  against such liabilities
         (other than the payment by the Registrant of expenses  incurred or paid
         by a director,  officer or controlling  person of the Registrant in the
         successful  defense of any action,  suit or  proceeding) is asserted by
         such  director,  officer or controlling  person in connection  with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been  settled by  controlling  precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all  the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Trenton,  State of New Jersey, on this 24th day
of July, 1998.

<TABLE>
<CAPTION>

                             BASE TEN SYSTEMS, INC.


<S>                                       <C>                                    <C>

       THOMAS E. GARDNER                      WILLIAM F. HACKETT                    WILLIAM F. HACKETT
   By:__________________                  By:_____________________               By:___________________
      Thomas E. Gardner                       William F. Hackett                    William F. Hackett
   Chief Executive Officer                  Chief Financial Officer                (Principal Accounting Officer
 (Principal Executive Officer)                                                     and Principal Financial Officer)

</TABLE>

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below hereby  constitutes  and appoints Thomas E. Gardner and William F.
Hackett,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power of substitution  for him and in his name, place and stead in any
and  all  capacities,  to  sign  any and  all  amendments  to this  Registration
Statement (including post-effective  amendments),  and to file the same with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying  and  confirming  what  said  attorneys-in-fact  and  agents  or their
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>

            Signature                            Title                              Date

   <S>                             <C>                                           <C>
  THOMAS E. GARDNER
  __________________________                                                    July 24, 1998
   Thomas E. Gardner               Chief Executive Officer, Chairman of
                                    the Board, President, and Director
                                       (Principal Executive Officer)
   ALEXANDER M. ADELSON
   __________________________                                                    July 24, 1998
   Alexander M. Adelson                Director

   DAVID C. BATTEN
   __________________________                                                    July 24, 1998
   David C. Batten                     Director


   __________________________                                                    July   ,  1998
   Alan S. Poole                       Director

   WILLIAM SWORD
   __________________________                                                    July 24, 1998
   William Sword                       Director


   __________________________                                                    July   , 1998
   Carl W. Schafer                     Director


</TABLE>


<PAGE>


                                INDEX TO EXHIBITS

     Exhibit No.       Description

         4(c)     1998 Directors' Stock Option Plan.

         5        Opinion of Pitney, Hardin, Kipp & Szuch.

         23(a)    Consent of Deloitte & Touche LLP.

         23(b)    Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
                  hereto).

         24       Power of Attorney (included on signature page hereto).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 30109}]
{"company-data": {"conformed-name": "BASE TEN SYSTEMS INC", "cik": "0000010242", "assigned-sic": "3812", "irs-number": "221804206", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59885", "film-number": "98671322"}, "business-address": {"street1": "ONE ELECTRONICS DR", "city": "TRENTON", "state": "NJ", "zip": "08619", "phone": "6095867010"}, "mail-address": {"street1": "ONE ELECTRONICS DR", "city": "TRENTON", "state": "NJ", "zip": "08619"}}
As filed with the Securities and Exchange Commission on July 24, 1998
                                                 Registration No. 333-__________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             BASE TEN SYSTEMS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          NEW JERSEY                                   22-1804206
(State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
Incorporation or Organization)            

                              ONE ELECTRONICS DRIVE
                            TRENTON, NEW JERSEY 08619
          (Address, including Zip Code, of Principal Executive Offices)

                        1998 DIRECTORS' STOCK OPTION PLAN
                            (Full Title of the Plan)

                                THOMAS E. GARDNER
                        PRESIDENT, CHAIRMAN OF THE BOARD,
                           and CHIEF EXECUTIVE OFFICER
                             BASE TEN SYSTEMS, INC.
                              ONE ELECTRONICS DRIVE
                            TRENTON, NEW JERSEY 08619
                                 (609) 586-7010
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)
                             ----------------------

                                 With a copy to:
                              WARREN J. CASEY, ESQ.
                          PITNEY, HARDIN, KIPP & SZUCH
                                  P.O. BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (973) 966-6300
CALCULATION OF REGISTRATION FEE

----------------------------- ---------------------- ----------------------- ---------------------- ----------------------
          Title of                   Amount             Proposed Maximum       Proposed Maximum           Amount of
       Securities to                  to be              Offering Price            Aggregate            Registration
       be Registered              Registered(1)           Per Share(2)          Offering Price               Fee
Class A Common Stock, $1.00          300,000              $3.09375               $928,125                $273.80
         Par Value

   Total Registration Fee
                                                                                                         $273.80
----------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1) In addition,  pursuant to Rule 416 under the  Securities  Act of 1933,  this
    Registration  Statement  also  covers an  indeterminate  number of shares of
    Class  A  Common  Stock  that  may be  issuable  pursuant  to  anti-dilution
    provisions contained in the 1998 Directors' Stock Option Plan (the "Plan").

(2) Estimated solely for the purpose of calculating the  registration  fee. Such
    estimate  has  been  computed  in  accordance  with  Rule  457 (c) and  Rule
    457(h)(1) based on the average high and low prices of the Registrant's Class
    A Common Stock as reported on the NASDAQ National Market on July 22, 1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  Plan Information

            Not filed with this Registration Statement.

ITEM 2.  Registrant Information and Employee Plan Annual Information

            Not filed with this Registration Statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           Incorporation of Documents by Reference.

         The following documents filed by Base Ten Systems,  Inc. ("Base Ten" or
the "Registrant") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference in this Registration Statement:

         1.       Annual  Report on Form 10-K for the year  ended  October,  31,
                  1997 filed on February 11, 1998.

         2.       Amendment  to Annual  Report on Form 10-K/A for the year ended
                  October 31, 1997 filed on February 27, 1998.

         3.       The Description of the Registrant's Capital Stock contained in
                  the Current Report on Form 8-K, filed on April 23, 1998.

         4.       Form 8-K,  filed on November 12, 1997,  reporting  the sale of
                  all  the  assets,  subject  to  certain  liabilities,  of  the
                  Registrant's Government Technology Division.

         5.       Form 8-K,  filed on December 18, 1997,  reporting  the sale of
                  the  first   installment   of  the  sale  of  $19  million  of
                  Convertible Preferred Shares.

         6.       Form 8-K,  filed on January 9, 1998,  reporting the completion
                  of the  sale of the  Government  Technology  Division  and the
                  second  and final  installment  of the sale of $19  million of
                  Convertible Preferred Shares.

         7.       Form  8-K,   filed  on   February  2,  1998,   reporting   the
                  Registrant's change in fiscal year.

         8.       Form 8-K, filed on March 6, 1998,  reporting the  Registrant's
                  execution of a Definitive  Purchase  Agreement with Consilium,
                  Inc.  under  which  the  Registrant  purchased  the  assets of
                  Consilium's  Health Care and Process  business unit for a cash
                  consideration  of $1.5 million and the  assumption  of certain
                  maintenance and warranty obligations.

         9.       Form 8-K,  filed on March 9, 1998,  reporting the dismissal of
                  Deloitte & Touche LLP as the principal accountant to audit the
                  Registrant's financial statements.

         10.      Form 8-K, filed on March 16, 1998,  reporting the  appointment
                  of Price  Waterhouse LLP as the principal  accountant to audit
                  the Registrant's financial statements.

         11.      Quarterly  Report on Form 10-Q for the transition  period from
                  November  1, 1997 to  December  31,  1997,  filed on March 16,
                  1998.

         12.      Amendment  No. 1 to Form 8-K,  filed on May 5, 1998,  amending
                  the Form 8-K filed on March 6, 1998.

         13.      Quarterly  Report on Form 10-Q for the quarter ended March 31,
                  1998, filed on May 15, 1998.

         14.      Amendment No. 2 to Form 8-K,  filed on May 11, 1998,  amending
                  the Form 8-K filed on March 6, 1998.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,  prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  hereby are incorporated  herein by reference and shall be deemed a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

   ITEM 4.           Description of Securities.

                     Not applicable.

   ITEM 5.           Interests of Named Experts and Counsel.

                     Not applicable.

   ITEM 6.           Indemnification of Directors and Officers.

   Article 9 of the  Registrant's  Restated  Certificate  of  Incorporation,  as
amended, provides as follows:

         Any present or future Director or Officer of the  Corporation,  and any
         present or future director or officer of any other corporation  serving
         as such at the request of the Corporation,  or the legal representative
         of  any  such  Director  or  Officer,   shall  be  indemnified  by  the
         Corporation against reasonable costs, expenses (exclusive of any amount
         paid  to the  Corporation  in  settlement)  and  counsel  fees  paid or
         incurred in connection with any action, suit or proceeding to which any
         such  Director  or  Officer or his legal  representative  may be made a
         party by reason of his being or having  been such  Director or Officer;
         provided that, (1) said action,  suit or proceeding shall be prosecuted
         against such Director or Officer or against his legal representative to
         final  determination,  and it shall  not be  finally  adjudged  in said
         action, suit or proceeding that he had been derelict in the performance
         of his duties as such Director or Officer,  or (2) said action, suit or
         proceeding  shall be settled or  otherwise  terminated  as against such
         Director  or  Officer  or his  legal  representative  without  a  final
         determination on the merits and it shall be determined by a majority of
         the  members  of the Board of  Directors  who are not  parties  to said
         action,  suit  or  proceeding,  or by a  person  or  persons  specially
         appointed by the Board of  Directors  to  determine  the same that said
         Director or Officer has not in any substantial way been derelict in the
         performance o his duties as charged in such action, suit or proceeding.
         The foregoing right of indemnification  shall not be exclusive of other
         rights to which such Director or Officer or legal representative may be
         entitled by law, and shall inure to the benefit of the heirs, executors
         or administrators of such Director or Officer.

   Article 10 of the  Registrant's  Restated  Certificate of  Incorporation,  as
amended, provides as follows:

         No director or officer of the corporation shall be personally liable to
         the corporation or its  shareholders for damages for breach of any duty
         owed to the corporation or its  shareholders,  except for liability for
         any breach of duty based upon an act or omission  (a) in breach of such
         director's  or  officer's  duty of  loyalty to the  corporation  or its
         shareholders, (b) not in good faith or involving a knowing violation of
         law,  or (c)  resulting  in receipt by such  director  or officer of an
         improper personal benefit.  As used in this Article, an act or omission
         in breach of a director's or officer's  duty of loyalty means an act or
         omission  which  such  director  or  officer  knows or  believes  to be
         contrary to the best interests of the  corporation or its  shareholders
         in  connection  with a matter in which such  director  or officer has a
         material conflict of interest.

         The provisions of this Article shall be effective as and to the fullest
         extent that, in whole or in part, they shall be authorized or permitted
         by the laws of the State of New Jersey.  No repeal or  modification  of
         the provisions of this Article nor, to the fullest extent  permitted by
         law,  any  modification  of law  shall  adversely  affect  any right or
         protection of a director or officer of the corporation  which exists at
         the time of such repeal or modification.

   Article X of the Registrant's By-Laws, as amended, entitled "Indemnification:
Insurance," provides as follow:

         Section 1. The  Corporation  shall indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         contemplated  action,  suit or  proceeding,  whether  civil,  criminal,
         administrative or investigative (including an action by or in the right
         of the  Corporation) by reason of the fact that he is or was a director
         or officer of the Corporation  against expenses  (including  attorneys'
         fees),  judgments,  fines and amounts paid in settlement to the maximum
         extent  permitted by law, and shall advance  expenses  incurred by such
         person in any such action to the  maximum  extent  permitted  by law in
         accordance with the procedures provided by applicable law.

         Section 2. To the extent,  according to standards and in such manner as
         the Board of Directors may direct  pursuant to and in  accordance  with
         applicable law in the particular case, the Corporation  shall indemnify
         any person who was or is a party or is threatened to be made a party to
         any  threatened,  pending  or  completed  action,  suit or  proceeding,
         whether civil, criminal,  administrative or investigative (including an
         action  by or in the  right of the  Corporation)  by reason of the fact
         that he is or was an employee or agent of the Corporation, or is or was
         serving at the  request of the  Corporation,  as a  director,  officer,
         employee or agent of another corporation,  partnership,  joint venture,
         trust or other enterprise, against expense (including attorneys' fees),
         judgments, fines and amounts paid in settlement.

         Section 3. The indemnification  provided by this Article X shall not be
         deemed   exclusive  of  any  other   rights  to  which  those   seeking
         indemnification   may  be  entitled  under  any   agreement,   vote  of
         stockholder or disinterested directors or otherwise,  both as to action
         in his  official  capacity and as to action in another  capacity  while
         holding such office and shall continue as to a person who has ceased to
         be a  director,  officer,  employee  or agent  and  shall  inure to the
         benefit of the heirs, executors and administrators of such a person.

         Section 4. The  Corporation,  acting by its Board of  Directors,  shall
         have power to purchase and  maintain  insurance on behalf of any person
         who  is  or  was  a  director,   officer,  employee  or  agent  of  the
         Corporation,  or is or was serving at the request of the Corporation as
         a  director,   officer,  employee  or  agent  of  another  corporation,
         partnership,  joint  venture,  trust or other  enterprise  against  any
         liability  asserted  against  him  and  incurred  by him  in  any  such
         capacity,  or  arising  out of his  status as such,  whether or not the
         Corporation  would  have  the  power  to  indemnify  him  against  such
         liability  under the  provisions  of this  Article  X.  Nothing in this
         Section 4 shall obligate the Corporation to indemnify any person to any
         extent other than as provided in Sections 1, 2, 3 and 4 of this Article
         X.

   Statutory  authority  for  indemnification  of and  insurance  for Base Ten's
   directors  and officers is contained in the New Jersey  Business  Corporation
   Act ("the  Act"),  in  particular,  Section  14A:3-5 of the Act, the material
   provisions of which may be summarized as follows:

         Directors and officers may be indemnified in non-derivative proceedings
         against  settlement,   judgments,   fines  and  penalties  and  against
         reasonable  expenses (including counsel fees) where the person acted in
         good  faith  and in a manner  he  reasonably  believed  to be in or not
         opposed  to the  best  interests  of the  corporation  and  also,  in a
         criminal  proceeding,  he must have had no reasonable  cause to believe
         that his conduct was unlawful.  In derivative  proceedings such persons
         may be indemnified against reasonable expenses (including counsel fees)
         were the  person  acted in good  faith  and in a manner  he  reasonably
         believed  to be in  or  not  opposed  to  the  best  interests  of  the
         corporation, but not against settlements, judgments, fines or penalties
         except  that,  without  a  court  determination  as to  entitlement  to
         indemnity,  no  indemnity  may be  provided  to a  person  who has been
         adjudged liable to the corporation In all cases,  the Act provides that
         indemnification  may only be made by the corporation (unless order by a
         court) only as authorized in a specific case upon a determination  that
         indemnification  is proper in the circumstances  because the person has
         met the applicable standard of conduct required of the person, requires
         a person to be indemnified for reasonable  expenses  (including counsel
         fees)  to the  extent  he has been  successful  in any  proceeding  and
         permits a  corporation  to advance  expenses  upon an  undertaking  for
         repayment  if it shall be  ultimately  determined  that the director or
         officer is not entitled to  indemnification.  The  indemnification  and
         advancement of expenses  provided by or granted  pursuant to the Act is
         not exclusive of other rights of  indemnification  to which a corporate
         agent may be entitled  under a certificate  of  incorporation,  by-law,
         agreement,   vote   of   shareholders   or   otherwise.   However,   no
         indemnification may be made to or on behalf of a director or officer if
         a final  adjudication  adverse to the  director or officer  establishes
         that the  director's or officer's  acts or omissions  were in breach of
         his duty of loyalty to the corporation or its shareholders, were not in
         good faith or  involved a knowing  violation  of law,  or  resulted  in
         receipt by the  director or officer an  improper  personal  benefit.  A
         corporation  may  purchase  and  maintain  insurance  on  behalf of any
         directors and officers against expenses  incurred in any proceeding and
         liabilities  asserted  against them by reason of being or having been a
         director  or  officer,  whether or not the  corporation  would have the
         power to indemnify the directors or officers  against such expenses and
         liabilities under the statute.

         Each of the  officers  and  directors  of Base Ten is  insured  against
         certain  liabilities which he might incur in his capacity as an officer
         or director of Base Ten or its subsidiaries pursuant to a Directors and
         Officers Insurance and Company  Reimbursement Policy issued by National
         Union  Fire  Insurance  Company of  Pittsburgh,  PA,  Zurich  Insurance
         Company of Philadelphia,  PA and Genesis Insurance Company of Stamford,
         CT.  The  general  effect of the  policy is that if any claims are made
         against officers or directors of Base Ten or its subsidiaries or any of
         them for a Wrongful  Act (as  defined in the  policy)  while  acting in
         their individual or collective  capacities as directors or officers, to
         the extent Base Ten or its  subsidiary  has property  indemnified  such
         officers and  directors,  the insurer  will,  subject to the  retention
         amount,  reimburse  Base Ten or its subsidiary for 100% of any Loss (as
         defined in the policy). In addition, to the extent that Base Ten or its
         subsidiary  has not  indemnified  an officer or  director,  the insurer
         will, subject to the retention amount, pay on behalf of such officer or
         director 100% of the Loss. Defense Costs (as defined in the Policy) are
         part of Loss and are subject to the limits of the policy.

         The retention amount under the policy is $250,000. The retention amount
         is first applied to Base Ten or its subsidiary. The retention amount is
         not  applicable to officers or directors if Base Ten or its  subsidiary
         is not  permitted or required to indemnify  the officers or  directors.
         If,  however,  Base Ten or its  subsidiary  is permitted or required to
         indemnify  the officers or directors,  then the  retention  amount does
         apply to them.

         Under the policy,  the term  "Wrongful Act" means any actual or alleged
         error, or misstatement,  or misleading statement,  or act, or omission,
         or  neglect or breach of duty by the  directors  or  officers  in their
         capacities as such, individually or collectively, or any matter claimed
         against  them solely by reason of their being  directors or officers of
         Base Ten or its  subsidiaries,  except that certain claims are excluded
         by the  terms and  conditions  of the  policy.  The term  "Loss"  means
         damages,  judgments,  settlements and Defense Costs.  The term "Defense
         Costs"  means   reasonable  and  necessary  fees,  costs  and  expenses
         consented to by the insurer  resulting  solely from the  investigation,
         adjustment,  defense and appeal of any claim  against  any  director or
         officer, but excluding salaries of officers or employees of Base Ten or
         its subsidiaries.

   ITEM 7.           Exemption from Registration Claimed.

                     Not applicable.

   ITEM 8.           Exhibits.

         4(c)     1998 Directors' Stock Option Plan

         5        Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality of
                  the securities being registered.

         23(a)    Consent of Deloitte & Touche LLP.

         23(b)    Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
                  hereto).

         24       Power of Attorney (included on signature page hereto).

   ITEM 9.           Undertakings.

   1.       The undersigned Registrant hereby undertakes:

            (a)      To file,  during  any  period in which  offers or sales are
                     being made, a post-effective amendment to this Registration
                     Statement to include any material  information with respect
                     to the plan of distribution not previously disclosed in the
                     Registration  Statement  or any  material  change  to  such
                     information in the Registration Statement.

            (b)      That, for purposes of determining  any liability  under the
                     Securities Act of 1933, each such post-effective  amendment
                     shall be deemed to be a new registration statement relating
                     to the securities offered therein, and the offering of such
                     securities  at that time shall be deemed to be the  initial
                     bona fide offering thereof.

            (c)      To remove from  registration  by means of a  post-effective
                     amendment  any of the  securities  being  registered  which
                     remain unsold at the termination of the offering.

   2.    The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
         the Securities  Exchange Act of 1934 that is  incorporated by reference
         in this Registration Statement shall be deemed to be a new registration
         statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

    3.   Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the  Registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  Registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification  against such liabilities
         (other than the payment by the Registrant of expenses  incurred or paid
         by a director,  officer or controlling  person of the Registrant in the
         successful  defense of any action,  suit or  proceeding) is asserted by
         such  director,  officer or controlling  person in connection  with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been  settled by  controlling  precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all  the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Trenton,  State of New Jersey, on this 24th day
of July, 1998.
BASE TEN SYSTEMS, INC.
THOMAS E. GARDNER                      WILLIAM F. HACKETT                    WILLIAM F. HACKETT
   By:__________________                  By:_____________________               By:___________________
      Thomas E. Gardner                       William F. Hackett                    William F. Hackett
   Chief Executive Officer                  Chief Financial Officer                (Principal Accounting Officer
 (Principal Executive Officer)                                                     and Principal Financial Officer)
KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below hereby  constitutes  and appoints Thomas E. Gardner and William F.
Hackett,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power of substitution  for him and in his name, place and stead in any
and  all  capacities,  to  sign  any and  all  amendments  to this  Registration
Statement (including post-effective  amendments),  and to file the same with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying  and  confirming  what  said  attorneys-in-fact  and  agents  or their
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.
Signature                            Title                              Date
THOMAS E. GARDNER
  __________________________                                                    July 24, 1998
   Thomas E. Gardner               Chief Executive Officer, Chairman of
                                    the Board, President, and Director
                                       (Principal Executive Officer)
   ALEXANDER M. ADELSON
   __________________________                                                    July 24, 1998
   Alexander M. Adelson                Director

   DAVID C. BATTEN
   __________________________                                                    July 24, 1998
   David C. Batten                     Director

   __________________________                                                    July   ,  1998
   Alan S. Poole                       Director

   WILLIAM SWORD
   __________________________                                                    July 24, 1998
   William Sword                       Director

   __________________________                                                    July   , 1998
   Carl W. Schafer                     Director
INDEX TO EXHIBITS

     Exhibit No.       Description

         4(c)     1998 Directors' Stock Option Plan.

         5        Opinion of Pitney, Hardin, Kipp & Szuch.

         23(a)    Consent of Deloitte & Touche LLP.

         23(b)    Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
                  hereto).

         24       Power of Attorney (included on signature page hereto).