PROSPECTUS SUPPLEMENT                                  Pursuant to Rule 424(b)
TO PROSPECTUS DATED MAY 10, 1996                      Registration No. 333-719

                                 451,000 Shares
                             BASE TEN SYSTEMS, INC.
                              Class A Common Stock

         This   Prospectus   Supplement  (the   "Supplement")   supplements  the
Prospectus dated May 10, 1996 (the  "Prospectus")  of Base Ten Systems,  Inc., a
New Jersey  corporation (the "Company" or "Base Ten") relating to resales,  from
time  to  time,   by  certain   stockholders   of  the  Company  (the   "Selling
Stockholders")  of  shares of Class A Common  Stock,  $1.00  par  value,  of the
Company  issuable upon exercise of warrants or options  issued by the Company to
the Selling Stockholders.

         This Supplement  should be read in conjunction  with the Prospectus and
is to be  delivered  with  the  Prospectus.  This  Supplement  is  qualified  by
reference to the  Prospectus  except to the extent that the  information  herein
contained   supersedes  the  information   contained  in  the  Prospectus.   All
capitalized  terms  used  but not  defined  in this  Supplement  shall  have the
meanings given them in the Prospectus.

         The Prospectus is hereby supplemented to restate, in its entirety,  the
"Selling Stockholders" section on page 5 of the Prospectus as follows:

                              SELLING STOCKHOLDERS

         The   following   table  sets  forth  (i)  the  name  of  each  Selling
Stockholder,  (ii) to the best of the Company's  knowledge,  the total number of
shares of Class A Common Stock owned beneficially by each Selling Stockholder as
of the date of this Prospectus, (iii) the number of Shares to be offered for the
account of each Selling Stockholder in this offering and (iv) to the best of the
Company's knowledge, the number of shares of Class A Common Stock to be owned by
each Selling Stockholder after giving effect to this offering.



                                                                                 Number of
                                                                                 Shares of
                                            Number of          Number of         Stock to be
                                            Shares of          Shares to be      Owned after
Name                                       Stock Owned         Offered           the Offering
- -----                                      -----------         ----------        ------------
                                                                              
Alexander M. Adelson                          467,916            161,000           306,916
Bruce D. Cowen                                582,450            150,000           432,450
Donald M. Daniels                              10,000             10,000                 0
Alan S. Poole                                  20,000             10,000                 0
Daniel Tierney                                 15,000             15,000                 0
Pharma Overseas, Ltd.                          30,000             30,000                 0
Strategic Growth International, Inc.          300,000             50,000           250,000
James T. Kelly                                 25,000             25,000                 0
                                            ---------           --------         ---------

Total                                       1,450,366            451,000           989,366
                                            =========           ========          ========



         The  information  set forth in the foregoing  table was provided to the
Company by the Selling  Stockholders.  None of the Selling  Stockholders has had
any position or other material  relationship  with the Company or its affiliates
during the past three years, except that Mr. Adelson has served as a director of
the Company  since 1992;  Mr. Cowen  served as a consultant  to the Company from
1992 until  1997 and a director  from May 1996 until  April  1997;  Mr.  Daniels
served as a director of the Company  from 1992 until 1996;  Mr. Poole has served
as a director of the Company  since 1994;  Mr.  Tierney is an officer of Clonmel
Health Care, Ltd., an Irish pharmaceutical manufacturer that has been a customer
of the Company during the last three years; Strategic Growth International, Inc.
has  provided  public  relations  services to the Company  during the last three
years; Mr. Kelly is a principal of Shamrock Partners, Ltd., an entity that acted
as underwriter in connection  with the Company's 1992 rights  offering;  and Mr.
Kelly received  warrants to purchase  25,000 shares of Class A Common Stock from
Bruce Cowen, who was, prior to the assignment, a director of the Company.

         All of the Shares being offered  hereunder by the Selling  Stockholders
are issuable upon  exercise of warrants or options  issued by the Company to the
Selling Stockholders. The Company agreed to register the Shares for the accounts
of the  Selling  Stockholders  and has filed with the  Securities  and  Exchange
Commission  under the  Securities  Act a  Registration  Statement on Form S-3 of
which this Prospectus is a part,  covering the resale of the Shares from time to
time.

SEE "RISK  FACTORS" IN THE  PROSPECTUS  AND THE COMPANY'S  FILINGS MADE WITH THE
SECURITIES AND EXCHANGE COMMISSION  SUBSEQUENT TO THE DATE OF THE PROSPECTUS AND
INCORPORATED BY REFERENCE FOR A DISCUSSION OF CERTAIN FACTORS WHICH  PROSPECTIVE
INVESTORS SHOULD CONSIDER PRIOR TO AN INVESTMENT IN THE COMMON STOCK.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS  SUPPLEMENT.  ANY  REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

           THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 6, 1997.