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 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:
                                JOSEPH LUNIN, 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)(2)         Per Share(3)          Offering Price               Fee
------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
    <S>                               <C>                  <C>                    <C>                     <C>
    Class A Common Stock,             400,000              $0.94                  $376,000                $104.52
       $1.00 Par Value

   Total Registration Fee                                                                                 $104.52
------------------------------ ----------------------- ---------------------- ---------------------- -----------------------

</TABLE>

<PAGE>

    (1)  Does not  include  300,000  shares of Class A Common  Stock that may be
         issued pursuant to the 1998 Directors'  Stock Option Plan (the "Plan")
         that were previously  registered under  Registration  Statement on Form
         S-8, filed on July 24, 1998 (No. 333-59885).

    (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.


<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  400,000 shares of Class A Common Stock that may be
issued under the 1998  Directors'  Stock Option Plan (the "Plan") as a result of
an increase in the number of shares that may be offered under the Plan.  300,000
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.
333-59885).  Registration  Statement  on Form S-8  filed on July 24,  1998 (No.
333-59885) 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 Directors' Stock Option 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": 9804}]
{"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": "333-81493", "film-number": "99651812"}, "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 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:
                                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,             400,000              $0.94                  $376,000                $104.52
       $1.00 Par Value

   Total Registration Fee                                                                                 $104.52
------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
(1)  Does not  include  300,000  shares of Class A Common  Stock that may be
         issued pursuant to the 1998 Directors'  Stock Option Plan (the "Plan")
         that were previously  registered under  Registration  Statement on Form
         S-8, filed on July 24, 1998 (No. 333-59885).

    (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.
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  400,000 shares of Class A Common Stock that may be
issued under the 1998  Directors'  Stock Option Plan (the "Plan") as a result of
an increase in the number of shares that may be offered under the Plan.  300,000
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.
333-59885).  Registration  Statement  on Form S-8  filed on July 24,  1998 (No.
333-59885) 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 Directors' Stock Option 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).