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                                                                    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.


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