BASE TEN SYSTEMS INC
8-K, 1998-03-16
SEARCH, DETECTION, NAVAGATION, GUIDANCE, AERONAUTICAL SYS
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                       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)   March 13, 1998
                                                   -----------------------------




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



         New Jersey                     0-7100              22-1804206
- -------------------------------------------------------------------------------
(State of 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
- -------------------------------------------------------------------------------


Inapplicable
- -------------------------------------------------------------------------------
(Former Name of Former Address, if Changed Since Last Report)



<PAGE>


                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 4.  Changes in Registrant's Certifying Accountant.

         On March 13,  1998, Base  Ten Systems,  Inc. (the  "Company") appointed
Price Waterhouse LLP ("Price  Waterhouse") as the principal  accountant to audit
the Company's financial statements.

         During the Company's  two most recent  fiscal years and the  subsequent
interim period preceding March 13, 1998,  neither the Company (nor anyone acting
on  the  Company's  behalf)  consulted  with  Price  Waterhouse   regarding  the
application  of  accounting  principles  to  a  specified  transaction,   either
completed  or proposed;  or the type of audit  opinion that might be rendered on
the Company's financial statements, and neither a written report nor oral advice
was provided to the Company by Price Waterhouse;  or matters which would require
disclosure pursuant to Items 304(a)(1)(iv) and 304(a)(1)(v) of Regulation S-K.

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Dated: March 16, 1998

                                                  BASE TEN SYSTEMS, INC.



                                              By: WILLIAM F. HACKETT
                                                  ---------------------------- 
                                                  William F. Hackett
                                                  Senior Vice President,
                                                  Chief Executive Officer and
                                                  Secretary


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