As filed with the Securities and Exchange Commission on June 24, 1999
                                                    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 STOCK OPTION AND STOCK AWARD 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:
                                JOSEPH LUNIN, ESQ.
                          PITNEY, HARDIN, KIPP & SZUCH
                                  P.O. BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (973) 966-6300

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
          Title of                     Amount            Proposed Maximum       Proposed Maximum           Amount of
        Securities to                  to be              Offering Price            Aggregate             Registration
        be Registered             Registered(1)(2)         Per Share(3)          Offering Price               Fee
------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
    <S>                             <C>                    <C>                    <C>                     <C>
    Class A Common Stock,           3,360,000(4)           $0.94                  $3,158,400              $878.04
       $1.00 Par Value

   Total Registration Fee                                                                                 $878.04
------------------------------ ----------------------- ---------------------- ---------------------- -----------------------

</TABLE>

    (1)  Does not include  1,720,000  shares of Class A Common Stock that may be
         issued  pursuant  to the 1998 Stock  Option  and Stock  Award Plan (the
         "Plan") that were  previously  registered under Registration  Statement
         on Form S-8, filed on July 24, 1998 (No.  333-59883).  Of the 1,720,000
         shares previously registered,  720,000 shares may be issued pursuant to
         an annual  increase in the number of shares  that may be offered  under
         the  Plan,  then  estimated  at  80,000  shares  for  each of the  then
         remaining nine years of the Plan.

    (2)  In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
         this Registration  Statement also relates to an indeterminate number of
         shares  of  Class  A  Common  Stock  that  may be  issued  pursuant  to
         anti-dilution provisions contained in the Plan.

    (3)  Estimated solely for the purpose of calculating the  registration  fee.
         Such estimate has been computed in accordance  with Rule  457(h)(1) and
         Rule  457(c)   based  on  the  average  high  and  low  prices  of  the
         Registrant's  Class A Common  Stock as reported on the Nasdaq  National
         Market on June 23, 1999.

    (4)  Includes  1,360,000  shares of Class A Common  Stock that may be issued
         pursuant  to an annual  increase  in the  number of shares  that may be
         offered  under the Plan,  estimated  at 250,000  shares for each of the
         remaining eight years of the Plan and reduced by 80,000 shares per year
         because such shares were previously registered (see Note 1 above).



<PAGE>



                             REGISTRATION STATEMENT
                            FOR ADDITIONAL SECURITIES
                                   ON FORM S-8

                           Incorporation by Reference

         This Registration  Statement on Form S-8 is being filed for the purpose
of registering an additional  3,440,000  shares of Class A Common Stock that may
be issued  under the 1998 Stock  Option and Stock  Award Plan (the  "Plan") as a
result of an  increase  in the number of shares  that may be  offered  under the
Plan. 1,720,000 shares of Class A Common Stock that may be issued under the Plan
were previously  registered under  Registration  Statement on Form S-8 filed on
July 24, 1998 (No. 333-59883). Registration Statement on Form S-8 filed on July
24, 1998 (No. 333-59883) is incorporated by reference herein pursuant to General
Instruction E to Form S-8.


<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 Trenton, New Jersey, on this 24th day of June, 1999.

<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
   __________________________                                                    June 24, 1999
   Thomas E. Gardner                Chief Executive Officer, Chairman of
                                     the Board, President, and Director
                                       (Principal Executive Officer)
   ALEXANDER M. ADELSON
   __________________________                                                    June 24, 1999
   Alexander M. Adelson                Director


   __________________________                                                    June __, 1999
   David C. Batten                     Director

   ALAN S. POOLE
   __________________________                                                    June 24, 1999
   Alan S. Poole                       Director

   JOHN C. RHINEBERGER
   __________________________                                                    June 24, 1999
   John C. Rhineberger                 Director

   ROBERT HURWITZ
   __________________________                                                    June 24, 1999
   Robert Hurwitz                      Director

</TABLE>

<PAGE>


                                INDEX TO EXHIBITS

   Exhibit No.       Description

       4.2           1998 Stock Option and Stock Award Plan.

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

      23(a)          Consent of PricewaterhouseCoopers LLP.

      23(b)          Consent of Deloitte & Touche LLP.

      23(c)          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": 10376}]
{"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": "333-81495", "film-number": "99651825"}, "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 June 24, 1999
                                                    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 STOCK OPTION AND STOCK AWARD 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:
                                JOSEPH LUNIN, 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)(2)         Per Share(3)          Offering Price               Fee
------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
Class A Common Stock,           3,360,000(4)           $0.94                  $3,158,400              $878.04
       $1.00 Par Value

   Total Registration Fee                                                                                 $878.04
------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
(1)  Does not include  1,720,000  shares of Class A Common Stock that may be
         issued  pursuant  to the 1998 Stock  Option  and Stock  Award Plan (the
         "Plan") that were  previously  registered under Registration  Statement
         on Form S-8, filed on July 24, 1998 (No.  333-59883).  Of the 1,720,000
         shares previously registered,  720,000 shares may be issued pursuant to
         an annual  increase in the number of shares  that may be offered  under
         the  Plan,  then  estimated  at  80,000  shares  for  each of the  then
         remaining nine years of the Plan.

    (2)  In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
         this Registration  Statement also relates to an indeterminate number of
         shares  of  Class  A  Common  Stock  that  may be  issued  pursuant  to
         anti-dilution provisions contained in the Plan.

    (3)  Estimated solely for the purpose of calculating the  registration  fee.
         Such estimate has been computed in accordance  with Rule  457(h)(1) and
         Rule  457(c)   based  on  the  average  high  and  low  prices  of  the
         Registrant's  Class A Common  Stock as reported on the Nasdaq  National
         Market on June 23, 1999.

    (4)  Includes  1,360,000  shares of Class A Common  Stock that may be issued
         pursuant  to an annual  increase  in the  number of shares  that may be
         offered  under the Plan,  estimated  at 250,000  shares for each of the
         remaining eight years of the Plan and reduced by 80,000 shares per year
         because such shares were previously registered (see Note 1 above).
REGISTRATION STATEMENT
                            FOR ADDITIONAL SECURITIES
                                   ON FORM S-8

                           Incorporation by Reference

         This Registration  Statement on Form S-8 is being filed for the purpose
of registering an additional  3,440,000  shares of Class A Common Stock that may
be issued  under the 1998 Stock  Option and Stock  Award Plan (the  "Plan") as a
result of an  increase  in the number of shares  that may be  offered  under the
Plan. 1,720,000 shares of Class A Common Stock that may be issued under the Plan
were previously  registered under  Registration  Statement on Form S-8 filed on
July 24, 1998 (No. 333-59883). Registration Statement on Form S-8 filed on July
24, 1998 (No. 333-59883) is incorporated by reference herein pursuant to General
Instruction E to Form S-8.
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 Trenton, New Jersey, on this 24th day of June, 1999.
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
   __________________________                                                    June 24, 1999
   Thomas E. Gardner                Chief Executive Officer, Chairman of
                                     the Board, President, and Director
                                       (Principal Executive Officer)
   ALEXANDER M. ADELSON
   __________________________                                                    June 24, 1999
   Alexander M. Adelson                Director

   __________________________                                                    June __, 1999
   David C. Batten                     Director

   ALAN S. POOLE
   __________________________                                                    June 24, 1999
   Alan S. Poole                       Director

   JOHN C. RHINEBERGER
   __________________________                                                    June 24, 1999
   John C. Rhineberger                 Director

   ROBERT HURWITZ
   __________________________                                                    June 24, 1999
   Robert Hurwitz                      Director
INDEX TO EXHIBITS

   Exhibit No.       Description

       4.2           1998 Stock Option and Stock Award Plan.

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

      23(a)          Consent of PricewaterhouseCoopers LLP.

      23(b)          Consent of Deloitte & Touche LLP.

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

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