8-K

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


                                    FORM 8-K

                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): October 27, 2000


                             BASE TEN SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)




         New Jersey                     0-7100                 22-1804206
(State or other jurisdiction          (Commission           (I.R.S. employer
      of incorporation)               File Number)         identification no.)






        One Electronics Drive
         Trenton, New Jersey                                08619
(Address of principal executive offices)                 (Zip Code)


       Registrant's telephone number, including area code: (609) 586-7010







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Item 5.  Other Events

         Business Redirection, Board Reconstitution and Senior Management
Changes. On October 27, 2000, Base Ten Systems, Inc. (the "Company") announced
the decision of its board of directors (the "Board") to pursue a new business
direction in contract manufacturing in various industries. The Company also
announced a reconstitution of its Board to reflect the redirection of its
business. The reconstituted Board will be led by Edward J. Klinsport, a former
executive officer and director of the Company, as Chairman, in place of Stephen
Cloughley, who will also be succeeded as President and CEO of the Company by Mr.
Klinsport. In addition, the Board membership of Robert Hurwitz was relinquished
to Andrew Sycoff, President of Andrew Garrett Inc., an investment banking firm.
The press release announcing the changes and related developments is filed as an
exhibit to this report and is incorporated herein by reference.

         Prospective Loss of Nasdaq Listing. The Company has been advised by
Nasdaq that recent bid prices for its common stock below the $1.00 minimum price
required for continued inclusion in the Nasdaq Small Cap listings can be
expected to result in the loss of the listing if the requirement is not
satisfied in the near term. Loss of the Company's listing could be expected to
reduce liquidity in its common stock and entail related risks for stockholders.

Item 7.  Financial Statements and Exhibits

         (a)  None

         (b)  None

         (c)  Exhibits.

         Exhibit
         Number            Exhibit
         -------           -------

         20.1              Press release issued October 27, 2000.

                                   SIGNATURES

         Pursuant to the requirements 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.


                                            BASE TEN SYSTEMS, INC.



Date: November 3, 2000                      By:      /s/ Kenneth Riley
                                                --------------------------------
                                                      Kenneth Riley,
                                                  Chief Financial Officer
                                                 (Duly Authorized Officer)

EX-20.1

EXHIBIT 20.1


CONTACT: Mr. Kenneth Riley
         Base Ten Systems, Inc.
         609 586-7010



                                               Base Ten Announces Reorganization

Trenton, N.J., October 27, 2000 - Base Ten Systems Inc. (NasdaqSC: BASEA)
announced today that, at a meeting of its Board of Directors on October 20,
2000, it has decided to pursue a new business direction in contract
manufacturing for various industries. At the same time, it has announced a major
reorganization to help drive the new initiative and ensure that it can
capitalize on the opportunities as quickly as possible.

Stephen Cloughley's term as President and Chief Executive Officer ended on
October 27, 2000 and he will be succeeded as President and CEO by Edward J.
Klinsport effective October 28, 2000. Mr. Klinsport's executive team will
comprise Edward Struble as Vice President of Sales and Marketing, and Kenneth
Riley as CFO. Mr. Cloughley will work closely with the new team to evaluate a
number of strategic alternatives for the current business of clinical software
business including its possible sale.

Mr. Klinsport stated, "a significant market exists in contract manufacturing for
several industries and we expect to become a well respected company in that
field within the next few years. I believe we have a very good team with many
year of experience in several business areas".

The composition of the Board has also changed, to reflect the new direction.
Chairman Robert Hurwitz and Board member Stephen Cloughley have resigned,
effective October 27, 2000. John Rhineberger will continue to serve his term and
Andrew Sycoff , President of the investment banking firm Andrew Garrett, Inc.
has been elected to the Board effective October 27, 2000. The newly structured
Board will be led by Edward J. Klinsport as Chairman.

Forward-Looking Statements Regarding Base Ten Systems
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The foregoing contains "forward-looking information" within the meaning of The
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements may be identified by such forward-looking terminology as "may,"
"will," "believe," "anticipate," "expect," or similar words or variations
thereof. Such forward-looking statements involve certain significant risks and
uncertainties. Important factors that Base Ten believes may cause actual results
to differ materially from such forward-looking statements are discussed in the
"Risk Factors," "Business" and "MD&A" sections of the company's current S-3
registration statements and annual and quarterly reports on file with the
Securities and Exchange Commission. Additional risk factors include the
effectiveness of software and the ability of software to operate without "bugs"
in the technology and acceptance of the release by customers and actual rollout.
In assessing such forward-looking statements, investors are urged to read
carefully those reports and other filings. Base Ten does not undertake to
publicly update or revise its forward-looking statements, even if experience or
future changes indicate that any such results or event (expressed or implied)
will not be realized.