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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001144204-02-001684.txt : 20021224
<SEC-HEADER>0001144204-02-001684.hdr.sgml : 20021224
<ACCEPTANCE-DATETIME>20021224121801
ACCESSION NUMBER:		0001144204-02-001684
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20021219
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20021224

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DATA SYSTEMS & SOFTWARE INC
		CENTRAL INDEX KEY:			0000880984
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
		IRS NUMBER:				222786081
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-19771
		FILM NUMBER:		02868354

	BUSINESS ADDRESS:	
		STREET 1:		200 RTE 17
		CITY:			MAHWAH
		STATE:			NJ
		ZIP:			07430
		BUSINESS PHONE:		2015292026

	MAIL ADDRESS:	
		STREET 1:		200 ROUTE 17
		CITY:			MAHWAH
		STATE:			NJ
		ZIP:			07430

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DEFENSE SOFTWARE & SYSTEMS INC
		DATE OF NAME CHANGE:	19930328
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>

<PAGE>


                                  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)       DECEMBER 19, 2002
                                                         -------------------


                          DATA SYSTEMS & SOFTWARE INC.
- --------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)





         Delaware                   0-19771                22-2786081
         --------                   -------                ----------
(State or Other Jurisdiction (Commission file Number)     (IRS Employer
     of Incorporation)                                  Identification No.)



          200 Route 17, Mahwah, New Jersey          07430
      -------------------------------------------------------
     (Address of Principal Executive Offices)     (Zip Code)



        Registrant's telephone number, including area code (201) 529-2026
                                                           --------------

================================================================================

<PAGE>


Item 5.     Other Events and Regulation FD Disclosure.
            -----------------------------------------

     On December 19, 2002, we received a Nasdaq Staff Determination notifying us
that we are not in compliance with the minimum stockholders' equity requirement
of $10 million for continued listing, as set forth in Marketplace Rule
4450(a)(3), and that our common stock is, therefore, subject to delisting from
the Nasdaq National Market. On December 20, 2002, we requested a hearing before
the Nasdaq Listing Qualifications Panel to review the Staff Determination.
According to Nasdaq procedures, the hearing date will be set, to the extent
practicable, within 45 days of the request, and DSSI will continue to trade on
the Nasdaq National Market pending the Panel's decision.

     We currently meet all the requirements for listing on The Nasdaq SmallCap
Market and would transfer our listing to The Nasdaq SmallCap Market if our
appeal to the Panel is unsuccessful.

     There can be no assurance the Panel will grant our request for continued
National Market listing or that we will be able to transfer our listing to The
SmallCap Market and maintain such listing.


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
        ------------------------------------------------------------------

     (c)  Exhibits

     Exhibit  99.1  -  Press  Release  dated  December  20,  2002.





<PAGE>



                                   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 hereunto duly authorized.


                                  DATA SYSTEMS & SOFTWARE INC.



Date:  December 23, 2002          BY:   s/ Sheldon Krause
                                       ---------------------
                                        Sheldon Krause
                                        Secretary


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>

<PAGE>
                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE

CONTACT:

George Morgenstern, CEO
DATA SYSTEMS & SOFTWARE INC.
(201) 529-2026
e-mail: ir@dssiinc.com
        --------------



DSSI RECEIVES NASDAQ STAFF DETERMINATION

- -Company Requests Hearing for Continued National Market Listing; Would Move
to Nasdaq SmallCap If Staff Determination is Not Reversed


MAHWAH, N.J. - December 20, 2002 - Data Systems & Software Inc. (NASDAQ NNM:
DSSI) announced today that it has received a Nasdaq Staff Determination
notifying the Company that it fails to comply with the minimum stockholders'
equity requirement of $10 million for continued listing, as set forth in
Marketplace Rule 4450(a)(3), and that its common stock is, therefore, subject to
delisting from the Nasdaq National Market. The Company has requested a hearing
before a Nasdaq Listing Qualifications Panel to review the Staff Determination.
According to Nasdaq procedures, the hearing date will be set, to the extent
practicable, within 45 days of the request, and DSSI will continue to trade on
the Nasdaq National Market pending the Panel's decision.

DSSI currently meets all the requirements for listing on The Nasdaq SmallCap
Market and would transfer its listing to The Nasdaq SmallCap Market if the Staff
Determination is not reversed by the Panel.

                                       ***

ABOUT DATA SYSTEMS & SOFTWARE INC.

Data  Systems  &  Software  Inc.  is  a  provider  of  software  consulting  and
development  services,  and  is  an  authorized  direct  seller  and value added
reseller of computer hardware. Through its Comverge Technologies subsidiary, the
Company  provides  energy  intelligence  solutions  to  utilities.

FOR MORE INFORMATION, CONTACT:

At  the  Company,  George  Morgenstern,  CEO, (201) 529-2026, ir@dssiinc.com. At
                                                              --------------
National  Financial  Network, Gary Geraci, Investor Relations, (781) 644-3629 or
(800)  343-4874,  garyg@otcfn.com
                  ---------------

This  press  release  includes  forward-looking statements, which are subject to
risks  and  uncertainties,  including  risks  associated  with (i) the Company's
appeal,  including the need to demonstrate to the Panel the Company's ability to
come  into  and  maintain  short-term  and  long-term compliance with all Nasdaq
National  Market  maintenance  standards  and  (ii)  continued  eligibility  for
transfer  and  maintenance  of  a  listing for the Company's stock on The Nasdaq
SmallCap  Market.  Results  of operations and/or market conditions may adversely
affect  the  appeal  process  and/or  the  Company's eligibility to transfer the
listing  of  its  stock  to The Nasdaq SmallCap Market.  Actual results may vary
from  those  projected  or  implied  by  the  forward-looking statements in this
release.  There  can  be no assurance the Panel will grant the Company's request
for  continued  National  Market  listing  or  that  the Company will be able to
transfer  its listing to TheNasdaq SmallCap Market and maintain such listing.  A
more  complete  discussion  of  risks  and  uncertainties  which  may affect the
Company's  business  generally is included in "Business-Factors Which May Affect
Future Results" in the Company's most recent Annual Report on Form 10-K as filed
by  the  Company  with  the  Securities  and  Exchange  Commission.


<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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