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<SEC-DOCUMENT>0001144204-03-000838.txt : 20030303
<SEC-HEADER>0001144204-03-000838.hdr.sgml : 20030303
<ACCEPTANCE-DATETIME>20030303153430
ACCESSION NUMBER:		0001144204-03-000838
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030227
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030303

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:		03589321

	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) FEBRUARY 27, 2003


                          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 February 27, 2003, we announced that, as a result of a decision by a
Nasdaq Listing Panel, the listing of our common stock will be transferred to the
Nasdaq SmallCap Market. Our press release announcing this transfer to the Nasdaq
SmallCap Market is attached as Exhibit 99.1.

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

   (c)  Exhibits

        Exhibit 99.1 - Press release of Data Systems & Software Inc., dated
        February 27, 2003.

                                       2
<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:  March 3, 2003                   BY:          /s/ Sheldon Krause
                                          --------------------------------
                                                    Sheldon Krause
                                                    Secretary


                                       3
<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 TO TRANSFER TO NASDAQ SMALLCAP MARKET

MAHWAH,  NJ - February  27, 2003 Data  Systems & Software  Inc.  (NASDAQ:  DSSI)
announced  today that, as a result of a decision by a Nasdaq Listing Panel,  the
listing for its Common Stock will be transferred to the Nasdaq SmallCap Market.
The Company has requested a review of the Listing Panel's decision by the Nasdaq
Listing Council.  The review request does not delay effectiveness of the Listing
Panel's decision. The Listing Council has the authority to reverse or modify the
Panel's decision or refer it back to the Listing Panel for reconsideration.  The
Company's  Common  Stock will  continue to trade on the Nasdaq  National  Market
until the close of trading on Friday,  February 28, 2003 and will begin  trading
on the Nasdaq SmallCap Market at the commencement of trading on Monday, March 3,
2003.
                                       ***
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) 444-6100,
extension  629 or (800)  343-4874,  extension  629,  garyg@otcfn.com
                                                     ----------------
THIS PRESS RELEASE  INCLUDES  FORWARD-LOOKING  STATEMENTS,  WHICH ARE SUBJECT TO
RISKS  AND   UNCERTAINTIES,   INCLUDING  RISKS  ASSOCIATED  WITH  (I)  CONTINUED
ELIGIBILITY  FOR LISTING FOR THE COMPANY'S  STOCK ON THE NASDAQ SMALL  CAPMARKET
AND (II) THE  REQUESTED  REVIEW BY THE LISTING  COUNCIL OF THE  LISTING  PANEL'S
DECISION.  ACTUAL  RESULTS  MAY VARY FROM  THOSE  PROJECTED  OR  IMPLIED  BY THE
FORWARD-LOOKING  STATEMENTS IN THIS RELEASE.  ALTHOUGH THE COMPANY COMPLIES WITH
ALL CRITERIA FOR LISTING ON THE NASDAQ SMALLCAP MARKET AND BELIEVES THAT IT WILL
BE  ELIGIBLE TO MAINTAIN  SUCH  LISTING,  RESULTS OF  OPERATIONS  AND/OR  MARKET
CONDITIONS  MAY  ADVERSELY  AFFECT THE  COMPANY'S  ELIGIBILITY  TO MAINTAIN SUCH
LISTING  OVER  THE  LONG  TERM.  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.

                                       4
<PAGE>

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