BASE TEN SYSTEMS, INC.
ONE ELECTRONICS DRIVE
TRENTON, NEW JERSEY 08619
August 12, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: APPLICATION FOR WITHDRAWAL
Pursuant to Rule 477 under the Securities Act of 1933, Base Ten
Systems, Inc. (the "Company") hereby submits to the Securities and Exchange
Commission (the "Commission") this application for withdrawal of the Company's
Registration Statement on Form S-3 (No. 333-06317) filed June 19, 1996
registering 2,300,000 shares of the Company's Class A Common Stock.
As a result of recent adverse conditions in the equity market, the
Company determined it to be in the best interest of the Company and its
shareholders to sell a convertible debenture in lieu of shares of common stock.
Consequently, the Company has no need at the present time to sell stock.
No securities have been sold pursuant to the Company's currently
existing Registration Statement on Form S-3 (No. 333-719).
Please advise the undersigned of the Commission's consent to this
Application for Withdrawal.
BASE TEN SYSTEMS, INC.
By: /S/ MYLES M. KRANZLER
MYLES M. KRANZLER
President and Chief
Executive Officer
