UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                  (Check One):

  |_| Form 10-K   |_| Form 20-F   |_|Form 11-K   |X| Form 10-Q   |_|Form N-SAR

For Period Ended: June 30, 2000

[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR

For the Transition Period Ended:
                                ---------------------------------



          Read Instruction (on back page) Before Preparing Form.
          Please Print or Type.



     Nothing  in this  form  shall be  construed  to imply  that the  Commission
     has verified any information contained herein.


If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

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PART I - REGISTRANT INFORMATION

Base Ten Systems, Inc.
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 Full Name of Registrant


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 Former Name if Applicable

One Electronics Drive
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 Address of Principal Executive Office (Street and Number)

Trenton, New Jersey 08619
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 City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

|X|      (a)   The reasons  described  in  reasonable  detail in Part III of
               this form could not be eliminated without  unreasonable effort or
               expense;

|X|      (b)   The subject annual  report,  semi-annual  report,  transition
               report on Form  10-K,  Form  20-F,  Form 11-K or Form  N-SAR,  or
               portion  thereof,  will  be  filed  on or  before  the  fifteenth
               calendar day  following the  prescribed  due date; or the subject
               quarterly  report of  transition  report on Form 10-Q, or portion
               thereof  will be  filed  on or  before  the  fifth  calendar  day
               following the prescribed due date; and

|_|      (c)   The accountant's  statement or other exhibit required by Rule
               12b-25(c) has been attached if applicable.





PART III - NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof, could not be filed within the
prescribed time period.


At  approximately  1:00 p.m. on August 14,  2000,  the Company  entered  into an
agreement with the holders of its  Convertible  Preferred  Stock,  Series B (the
"Series B  Preferred  Stock"),  pursuant  to which the  holders  of the Series B
Preferred Stock (the "Series B Preferred  Shareholders")  converted 5,000 shares
of Series B Preferred  Stock into 250,000 shares of the Company's Class A Common
Stock,  and the  Company  redeemed  all of the  remaining  shares  of  Series  B
Preferred Stock and related 269,560 warrants for approximately $1.1 million. The
Company believes that the significance of this event requires  discussion in the
Company's  Quarterly Report on Form 10-Q (the "Form 10-Q"),  but the Company was
unable to make the necessary adjustments to the Form 10-Q prior to the 5:30 p.m.
filing  deadline on August 14, 2000 without  incurring  unreasonable  effort and
expense.

PART IV - NARRATIVE

(1)      Name and telephone number of person to contact in regard to this
         notification

         William F. Hackett         (609)                    586-7010
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               (Name)            (Area Code)            (Telephone Number)

(2)      Have all other periodic  reports  required under Section 13 or 15(d) of
         the  Securities  Exchange  Act of 1934 or Section 30 of the  Investment
         Company Act of 1940 during the  preceding 12 months or for such shorter
         period that the  registrant  was required to file such  report(s)  been
         filed? If answer is no, identify report(s).

         |X| Yes
         |_|  No

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(3)      Is it anticipated that any significant  change in results of operations
         from  the  corresponding  period  for  the  last  fiscal  year  will be
         reflected  by the  earnings  statements  to be  included in the subject
         report or portion thereof?

         |_| Yes
         |X|  No

         If  so,  attach  an  explanation  of  the  anticipated   change,   both
         narratively and quantitatively,  and, if appropriate, state the reasons
         why a reasonable estimate of the results cannot be made.



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                             Base Ten Systems, Inc.
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                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date:    August 15, 2000           By: STEPHEN A. CLOUGHLEY
                                       ---------------------------------------
                                       Stephen  A.  Cloughley
                                       President  and Chief  Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.