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<TYPE>EX-5.1
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<FILENAME>doc2.txt
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                                                  Exhibit  5.1




                                             January  3,  2003


Data  Systems  &  Software  Inc.
200  Route  17
Mahwah,  NJ  07430

          Re:  Registration  Statement  on  Form  S-3

Ladies  and  Gentlemen:

     We  have  acted  as  counsel  for  Data Systems & Software Inc., a Delaware
corporation  (the  "Company"),  in connection with the Registration Statement on
Form  S-3  (the  "Registration  Statement")  filed  by  the  Company  under  the
Securities  Act  of  1933 for the purpose of registering an aggregate of 590,000
shares  of  its  common  stock,  par  value  $.01  per  share  (the  "Shares").

     On  the  basis of such investigation as we have deemed necessary, we are of
the  opinion that (i) the Shares have been duly authorized for issuance and (ii)
the  Shares  are  fully  paid  and  non-assessable shares of common stock of the
Company.

     We  hereby  consent  to  the  filing  of  this opinion as an Exhibit to the
Registration Statement.  In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the  Securities  Act  of 1933 or the Rules and Regulations of the Securities and
Exchange  Commission  thereunder.

     Sheldon  Krause,  a  member of our firm, is the Secretary and a director of
the  Company.

                                 Very  truly  yours,

                                 /s/ Ehrenreich Eilenberg  &  Krause  LLP

                                      II-5
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