<PAGE>

As filed with the Securities and Exchange Commission on February 14, 1997
                                                           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 issuer as specified in its charter)

               New Jersey                                   22-1804206
--------------------------------------------------------------------------------
     (State or other Jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

One Electronics Drive
Trenton, New Jersey                                            08619
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                    (Zip Code)
                  Amended Discretionary Deferred Compensation Plan
                        1995 Incentive Stock Option Plan
                             Base Ten Stock Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                          Myles M. Kranzler, President
                             BASE TEN SYSTEMS, INC.
                              One Electronics Drive
                               Trenton, NJ  08619
                                 (609 586-7010)
--------------------------------------------------------------------------------
                     (name and address of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
<S>                            <C>            <C>                 <C>                  <C>
                                                  Proposed            Proposed
Title of each class of             Amount         maximum             maximum             Amount of
securities being registered        being          offering            aggregate         registration
                                registered    price per unit(1)   offering price(1)          fee

Class A Common Stock, par
value $1.00 per share:            1,700,000       $10.25            $ 17,425,000       $  5,227.50
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
(1) Calculated in accordance with Rule 457(c) under the Securities Act of 1933 as of February 13, 1997.
</TABLE>

<PAGE>

                                     Part I

                     INFORMATION REQUIRED IN THE PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will 
be sent or given to Base Ten Systems, Inc. ("Base Ten or the Registrant") 
employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as 
amended (the  "Securities Act"). Those documents are not being filed with 
the  Securities  and Exchange Commission (the "Commission") either as part of 
this  Registration  Statement or as prospectuses or prospectus supplements 
pursuant to Rule 424 under the Securities Act.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          Information contained in the  following  documents of Base Ten
filed with  the  Commission  is incorporated by reference into this Registration
 Statement:

          (a)  Annual Report on Form  10-K  for  the  year ended October 31,
1996, File No. 0-7100 filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");

          (b)  The description of the  Class A Common Stock, par value $1.00 per
share, of Base Ten contained in registration statements filed by Base Ten
pursuant to Section 12 of the  Exchange  Act, as amended by any amendment or
report filed by Base Ten updating the description.

          All documents filed with  Commission  by  Base  Ten pursuant to
Section 13(a), 13(c), 14 and 15(d) of the  Exchange Act after the date hereof,
and prior to the  filing  by  Base  Ten  of  a  post-effective  amendment
hereto with the Commission indicating that all  securities  offered hereby have
been sold or deregistering all securities  then  remaining  unsold,  shall be
deemed to be incorporated by reference into  this  Registration  Statement  and
to be a part hereof from the date of filing of such documents until the
information contained therein is superseded or  updated  by  any  subsequently
filed document incorporated by  reference  into  this  Registration  Statement.
Such incorporation by reference shall not be deemed to specifically incorporate
by reference the information referred to  in Item 402(a)(8) of Regulation S-K.
Any statement contained herein or 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  that 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.

                                        2
<PAGE>

Item 5.   Interests of Named Experts and Counsel

          Not applicable.

Item 6.   Indemnification of Officers and Directors

          Article 9  of  Base  Ten'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  of  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 Base Ten'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.

                                        3
<PAGE>

          Article X of Base Ten's By-Laws, as amended, entitled
"Indemnification;  Insurance," provides as follows:

               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  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 a director or  officer  of  the  Corporation
          against expenses (including attorneys' fees), judgments, fines  and
          amounts paid in settlement to the maximum  extent,  according  to  the
          standards  and  in the manner 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  expenses  (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 stockholders 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 settlements,  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) 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, 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 ordered 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

                                        4

<PAGE>

(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 of 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., and Zurich Insurance
Company of Philadelphia, PA.   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 properly 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.

                                        5
<PAGE>

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          The following documents are filed as Exhibits to this Registration
Statement:

    *4.1       Restated Certificate of Incorporation of Base Ten.

    *4.2       ByLaws of Base Ten

    *4.3       Form of Class A Common Stock of Base Ten

     5.1       Undertakings of Base Ten

     5.2       Opinion of Pitney, Hardin & Szuch

     23.1      Consent of Deloitte & Touche LLP

     24        Powers of Attorney of Directors and certain Officers.

----------------------------------------

* Exhibit incorporated by reference to Base Ten's Registration Statement 
  Form S-1 (Registration Number 33-48404).

Item 9.   Undertakings of Base Ten.

1.        The undersigned registrant hereby undertakes:

          (1)   To file, during  any  period  in  which  offers or sales are
          being made, a post-effective amendment to this Registration Statement:

          (i)   To include any  prospectus  required  by  Section 10(a)(3) of
          the Securities Act of 1933;

          (ii)  To reflect in the  prospectus  any  facts or events arising
          after the effective date  of  the  Registration  Statement (or the
          most recent post-effective amendment  thereof)  which, individually or
          in  the  aggregate,  represent   a    fundamental  change  in  the
          information set forth in the Registration Statement;

          (iii) 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;

                                        6
<PAGE>

          Provided, however, that paragraphs (i)  and  (ii) above do not apply
if the information required to be  included  in a post-effective amendment by
those paragraphs is contained in periodic reports  filed by the Registrant
pursuant to Section 13 or Section 15(d)  of  the  Securities  Exchange  Act of
1934 that are incorporated by reference in the Registration Statement.

          (2)   That,  for  the  purpose  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.

          (3)   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 Section 15(d) of
the Securities Exchange  Act  of  1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that  is  incorporated  by  reference in the
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  provisions  discussed  in  Item
6  of this Registration Statement, 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 such 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 a 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 such Act and
will  be  governed  by the final adjudication of such issue.

                                        7
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of  the  Securities  Act  of 1933, the Registrant
certifies that it  has  reasonable  grounds  to  believe  that  it meets all 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, and the State of New Jersey on this 14th day
of February, 1997.


                             BASE TEN SYSTEMS, INC.


<TABLE>
<CAPTION>
<S>                               <C>                                <C>
By:                                By:                                By:
   -------------------------          -------------------------          ----------------------------
     Myles M. Kranzler                  Edward J. Klinsport                Susan M. Klinsport
   Chief Executive Officer            Chief Financial Officer            Principal Accounting Officer
</TABLE>


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the date indicated.


                                               TITLE             DATE

Myles M. Kranzler, Bruce D. Cowen,           Directors
Edward J. Klinsport, Alan J. Eisenberg,
Alexander M. Adelson, Alan S. Poole*



By:                                                         February 14, 1997
   -----------------------------------------
   *Edward J. Klinsport, as attorney-in-fact


                                        8
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, this 14th day of
February, 1997.


                             BASE TEN SYSTEMS, INC.


<TABLE>
<CAPTION>
<S>                               <C>                                     <C>
By:/S/ MYLES M. KRANZLER           By:/S/ EDWARD J. KLINSPORT              By:/S/ SUSAN M. KLINSPORT
   -------------------------          --------------------------              ----------------------------
     Myles M. Kranzler                  Edward J. Klinsport                     Susan M. Klinsport
   Chief Executive Officer            Chief Financial Officer                 Principal Accounting Officer
</TABLE>



     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the date indicated.


                                               TITLE             DATE

Myles M. Kranzler, Bruce D. Cowen,           Directors
Edward J. Klinsport, Alan J. Eisenberg,
Alexander M. Adelson, Alan S. Poole*



By:       /S/ EDWARD J. KLINSPORT                           February 14, 1997
   -----------------------------------------
   *Edward J. Klinsport, as attorney-in-fact


                                        9
<PAGE>

                                  EXHIBIT INDEX
EXHIBIT
NUMBER      EXHIBIT                                                        PAGE


4.   (a)    Restated Certificate of Incorporation, as amended, of         *
            Registrant (incorporated by reference to Exhibit 4(a) to
            Amendment No. 1 to Registrant's Registration Statement
            on Form S-8 (File No. 2-84451) filed on July 31, 1990).

     (b)    Certificate of Amendment of the Restated Certificate of       *
            Incorporation dated September 1, 1992 (incorporated by
            reference to Exhibit 4(b)(2) to Amendment No. 3 to
            Registrant's Registration Statement on Form S-1 (File
            No. 33-48404) filed on September 3, 1992).

     (c)    Amended By-Laws of the Registrant (incorporated by            *
            reference to Exhibit 4(d)(2) to Registrant's
            Registration Statement on Form S-8 (File No. 33-60454)
            filed on April 1, 1993). 

5.          Opinion of Pitney, Hardin, Kipp and Szuch.


23.  (a)    Independent Auditors' Consent.

24.  Power of Attorney

--------------------
*    Incorporated by reference.




                                       10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 28539}]
{"company-data": {"conformed-name": "BASE TEN SYSTEMS INC", "cik": "0000010242", "assigned-sic": "3812", "irs-number": "221804206", "state-of-incorporation": "NJ", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21925", "film-number": "97536885"}, "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 February 14, 1997
                                                           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 issuer as specified in its charter)

               New Jersey                                   22-1804206
--------------------------------------------------------------------------------
     (State or other Jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

One Electronics Drive
Trenton, New Jersey                                            08619
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                    (Zip Code)
                  Amended Discretionary Deferred Compensation Plan
                        1995 Incentive Stock Option Plan
                             Base Ten Stock Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                          Myles M. Kranzler, President
                             BASE TEN SYSTEMS, INC.
                              One Electronics Drive
                               Trenton, NJ  08619
                                 (609 586-7010)
--------------------------------------------------------------------------------
                     (name and address of agent for service)

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Proposed            Proposed
Title of each class of             Amount         maximum             maximum             Amount of
securities being registered        being          offering            aggregate         registration
                                registered    price per unit(1)   offering price(1)          fee

Class A Common Stock, par
value $1.00 per share:            1,700,000       $10.25            $ 17,425,000       $  5,227.50
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
(1) Calculated in accordance with Rule 457(c) under the Securities Act of 1933 as of February 13, 1997.
Part I

                     INFORMATION REQUIRED IN THE PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will 
be sent or given to Base Ten Systems, Inc. ("Base Ten or the Registrant") 
employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as 
amended (the  "Securities Act"). Those documents are not being filed with 
the  Securities  and Exchange Commission (the "Commission") either as part of 
this  Registration  Statement or as prospectuses or prospectus supplements 
pursuant to Rule 424 under the Securities Act.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          Information contained in the  following  documents of Base Ten
filed with  the  Commission  is incorporated by reference into this Registration
 Statement:

          (a)  Annual Report on Form  10-K  for  the  year ended October 31,
1996, File No. 0-7100 filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");

          (b)  The description of the  Class A Common Stock, par value $1.00 per
share, of Base Ten contained in registration statements filed by Base Ten
pursuant to Section 12 of the  Exchange  Act, as amended by any amendment or
report filed by Base Ten updating the description.

          All documents filed with  Commission  by  Base  Ten pursuant to
Section 13(a), 13(c), 14 and 15(d) of the  Exchange Act after the date hereof,
and prior to the  filing  by  Base  Ten  of  a  post-effective  amendment
hereto with the Commission indicating that all  securities  offered hereby have
been sold or deregistering all securities  then  remaining  unsold,  shall be
deemed to be incorporated by reference into  this  Registration  Statement  and
to be a part hereof from the date of filing of such documents until the
information contained therein is superseded or  updated  by  any  subsequently
filed document incorporated by  reference  into  this  Registration  Statement.
Such incorporation by reference shall not be deemed to specifically incorporate
by reference the information referred to  in Item 402(a)(8) of Regulation S-K.
Any statement contained herein or 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  that 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.

                                        2
Item 5.   Interests of Named Experts and Counsel

          Not applicable.

Item 6.   Indemnification of Officers and Directors

          Article 9  of  Base  Ten'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  of  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 Base Ten'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.

                                        3
Article X of Base Ten's By-Laws, as amended, entitled
"Indemnification;  Insurance," provides as follows:

               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  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 a director or  officer  of  the  Corporation
          against expenses (including attorneys' fees), judgments, fines  and
          amounts paid in settlement to the maximum  extent,  according  to  the
          standards  and  in the manner 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  expenses  (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 stockholders 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 settlements,  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) 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, 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 ordered 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

                                        4
(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 of 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., and Zurich Insurance
Company of Philadelphia, PA.   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 properly 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.

                                        5
Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          The following documents are filed as Exhibits to this Registration
Statement:

    *4.1       Restated Certificate of Incorporation of Base Ten.

    *4.2       ByLaws of Base Ten

    *4.3       Form of Class A Common Stock of Base Ten

     5.1       Undertakings of Base Ten

     5.2       Opinion of Pitney, Hardin & Szuch

     23.1      Consent of Deloitte & Touche LLP

     24        Powers of Attorney of Directors and certain Officers.

----------------------------------------

* Exhibit incorporated by reference to Base Ten's Registration Statement 
  Form S-1 (Registration Number 33-48404).

Item 9.   Undertakings of Base Ten.

1.        The undersigned registrant hereby undertakes:

          (1)   To file, during  any  period  in  which  offers or sales are
          being made, a post-effective amendment to this Registration Statement:

          (i)   To include any  prospectus  required  by  Section 10(a)(3) of
          the Securities Act of 1933;

          (ii)  To reflect in the  prospectus  any  facts or events arising
          after the effective date  of  the  Registration  Statement (or the
          most recent post-effective amendment  thereof)  which, individually or
          in  the  aggregate,  represent   a    fundamental  change  in  the
          information set forth in the Registration Statement;

          (iii) 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;

                                        6
Provided, however, that paragraphs (i)  and  (ii) above do not apply
if the information required to be  included  in a post-effective amendment by
those paragraphs is contained in periodic reports  filed by the Registrant
pursuant to Section 13 or Section 15(d)  of  the  Securities  Exchange  Act of
1934 that are incorporated by reference in the Registration Statement.

          (2)   That,  for  the  purpose  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.

          (3)   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 Section 15(d) of
the Securities Exchange  Act  of  1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that  is  incorporated  by  reference in the
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  provisions  discussed  in  Item
6  of this Registration Statement, 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 such 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 a 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 such Act and
will  be  governed  by the final adjudication of such issue.

                                        7
SIGNATURES

Pursuant to the  requirements  of  the  Securities  Act  of 1933, the Registrant
certifies that it  has  reasonable  grounds  to  believe  that  it meets all 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, and the State of New Jersey on this 14th day
of February, 1997.

                             BASE TEN SYSTEMS, INC.
By:                                By:                                By:
   -------------------------          -------------------------          ----------------------------
     Myles M. Kranzler                  Edward J. Klinsport                Susan M. Klinsport
   Chief Executive Officer            Chief Financial Officer            Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the date indicated.

                                               TITLE             DATE

Myles M. Kranzler, Bruce D. Cowen,           Directors
Edward J. Klinsport, Alan J. Eisenberg,
Alexander M. Adelson, Alan S. Poole*

By:                                                         February 14, 1997
   -----------------------------------------
   *Edward J. Klinsport, as attorney-in-fact

                                        8
SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, this 14th day of
February, 1997.

                             BASE TEN SYSTEMS, INC.
By:/S/ MYLES M. KRANZLER           By:/S/ EDWARD J. KLINSPORT              By:/S/ SUSAN M. KLINSPORT
   -------------------------          --------------------------              ----------------------------
     Myles M. Kranzler                  Edward J. Klinsport                     Susan M. Klinsport
   Chief Executive Officer            Chief Financial Officer                 Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the date indicated.

                                               TITLE             DATE

Myles M. Kranzler, Bruce D. Cowen,           Directors
Edward J. Klinsport, Alan J. Eisenberg,
Alexander M. Adelson, Alan S. Poole*

By:       /S/ EDWARD J. KLINSPORT                           February 14, 1997
   -----------------------------------------
   *Edward J. Klinsport, as attorney-in-fact

                                        9
EXHIBIT INDEX
EXHIBIT
NUMBER      EXHIBIT                                                        PAGE

4.   (a)    Restated Certificate of Incorporation, as amended, of         *
            Registrant (incorporated by reference to Exhibit 4(a) to
            Amendment No. 1 to Registrant's Registration Statement
            on Form S-8 (File No. 2-84451) filed on July 31, 1990).

     (b)    Certificate of Amendment of the Restated Certificate of       *
            Incorporation dated September 1, 1992 (incorporated by
            reference to Exhibit 4(b)(2) to Amendment No. 3 to
            Registrant's Registration Statement on Form S-1 (File
            No. 33-48404) filed on September 3, 1992).

     (c)    Amended By-Laws of the Registrant (incorporated by            *
            reference to Exhibit 4(d)(2) to Registrant's
            Registration Statement on Form S-8 (File No. 33-60454)
            filed on April 1, 1993). 

5.          Opinion of Pitney, Hardin, Kipp and Szuch.

23.  (a)    Independent Auditors' Consent.

24.  Power of Attorney

--------------------
*    Incorporated by reference.

                                       10