BASE TEN SYSTEMS, INC.
                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                             BASE TEN SYSTEMS, INC.

           Base Ten Systems,  Inc., a corporation (the "Corporation")  organized
under  the  laws of the  State  of New  Jersey,  to  amend  its  Certificate  of
Incorporation  in accordance  with Section  14A:7-2 and 14A:7-18 of Chapter 7 of
the New Jersey Business Corporation Act, hereby certifies:

           FIRST: The name of the Corporation is Base Ten Systems, Inc.


           SECOND:  The Board of Directors of the  Corporation,  at a meeting of
the Board of Directors duly held on March 3, 1999, adopted resolutions (attached
as Appendix A hereto)  providing  for the issuance of  261.4881103516  shares of
Convertible  Preferred  Shares,  Series  A  and  the  related  increase  in  the
authorized number of Convertible Preferred Shares, Series A.


           THIRD:  After giving effect to the issuance of 261.4881103516  shares
of the Corporation's  Convertible Preferred Shares, Series A, 15,203.66584473 of
the Preferred Shares shall be Convertible Preferred Shares, Series A.


           FOURTH: The Corporation's  Certificate of Incorporation is amended as
follows:


           Article   6(d)(A)  of  the  Certificate  of   Incorporation   of  the
           Corporation be amended to read, in its entirety, as follows:

           "(d)  A.  Designation  and  Amount.  The  shares  of this  series  of
           Preferred  Shares  shall  be  designated  as  "Convertible  Preferred
           Shares,  Series A" and the number of shares  constituting such series
           shall  be  15,203.66584473,  with a par  value of  $1.00  per  share.
           Fractional  Preferred  Shares  shall  be  permitted.  The  number  of
           Preferred Shares may be increased,  subject to and in accordance with
           the New Jersey  Business  Corporation  Act,  without  approval of the
           existing  holders of  Preferred  Shares,  solely for the  purposes of
           issuance pursuant to Section C(1) hereof."


           FIFTH:  The  action of the Board of  Directors  in  amending  Article
6(d)(A)  of the  Certificate  of  Incorporation  is  made  pursuant  to  Section
14A:7-2(2), at a meeting of the Board of Directors duly held on March 3, 1999.


           SIXTH:  This  Certificate  of Amendment  shall become  effective upon
filing.

           IN  WITNESS  WHEREOF,  Base Ten  Systems,  Inc.  has  caused its duly
authorized officer to execute this Certificate on this 3rd day of March, 1999.


                                               BASE TEN SYSTEMS, INC.


                                                 THOMAS E. GARDNER
                                              By:_______________________________
                                                 Thomas E. Gardner
                                                 President and
                                                 Chief Executive Officer

Attest:

    WILLIAM F. HACKETT
By:______________________________
    William F. Hackett
    Secretary


<PAGE>


                                   APPENDIX A
                                   RESOLUTIONS

1.         WHEREAS,  the Board proposes to pay dividends due on March 4, 1999 on
           the Company's  Convertible Preferred Shares, Series A, in Convertible
           Preferred  Shares,  Series A, in  accordance  with Article 6, Section
           C(1) of the Certificate of Incorporation, which would have the effect
           of increasing the authorized number of Convertible  Preferred Shares,
           Series A, by 261.4881103516 shares; and

           WHEREAS, the effect of paying dividends on the Convertible  Preferred
           Shares,  Series A, in  261.4881103516  shares thereof and the related
           increase in the authorized number of Preferred  Shares,  Series A, is
           the  increase  of the  authorized  number  of  Convertible  Preferred
           Shares, Series A, from 14,942.17773437 to 15,203.66584473 shares; and
           be it

           RESOLVED, that the Board hereby approves the payment of dividends due
           on March  4,  1999 on the  Company's  Convertible  Preferred  Shares,
           Series A,  payable  in  Convertible  Preferred  Shares,  Series A, in
           accordance  with  Article  6,  Section  C(1)  of the  Certificate  of
           Incorporation,   and  the  increase  in  the  authorized   number  of
           Convertible Preferred Shares, Series A, by 261.4881103516 shares; and
           be it

           FURTHER  RESOLVED,   that  Article  6(d)(A)  of  the  Certificate  of
           Incorporation of the Company be amended to read, in its entirety,  as
           follows:

           "(d)  A.  Designation  and  Amount.  The  shares  of this  series  of
           Preferred  Shares  shall  be  designated  as  "Convertible  Preferred
           Shares,  Series A" and the number of shares  constituting such series
           shall  be  15,203.66584473,  with a par  value of  $1.00  per  share.
           Fractional  Preferred  Shares  shall  be  permitted.  The  number  of
           Preferred Shares may be increased,  subject to and in accordance with
           the New Jersey  Business  Corporation  Act,  without  approval of the
           existing  holders of  Preferred  Shares,  solely for the  purposes of
           issuance pursuant to Section C(1) hereof."

2.         RESOLVED, that the Board hereby authorizes, directs and empowers each
           of Thomas E. Gardner and William F. Hackett,  to act  individually or
           jointly on behalf of the Company to execute and deliver the amendment
           to the  Certificate  of  Incorporation  of the  Company to effect the
           foregoing resolutions.