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<SEC-DOCUMENT>0001144204-03-002119.txt : 20030502
<SEC-HEADER>0001144204-03-002119.hdr.sgml : 20030502
<ACCEPTANCE-DATETIME>20030502114953
ACCESSION NUMBER:		0001144204-03-002119
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20030429
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030502

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:		03678639

	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) APRIL 29, 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.

Board  of  Directors.
- --------------------

     On April 28, 2003, Dr. Allen I. Schiff resigned from our Board of
Directors. Dr. Schiff also served as chairman of our Audit and Compensation
Committees. On April 29, 2003, Dr. Susan L. Malley resigned from our Board of
Directors. Dr. Malley also served as a member of our Audit and Compensation
Committees.

     The resignations of Dr. Schiff and Dr. Malley were not due to disagreement
with us on any matter relating to our operations, policies or practices.  Their
letters of resignation are attached as exhibits to this report.

     On April 29, 2003, the Board appointed Elihu Levine and Shane
Yurman to fill the vacancies created by the resignations of Drs. Schiff and
Malley.  Mr. Levine accepted his appointment on April 29, 2003, and will also
serve on our Audit Committee.  Mr. Yurman accepted his appointment on April 30,
2003, and will also serve as Chairman of our Audit Committee.

Affirmation of Transfer to The Nasdaq SmallCap Market.
- -----------------------------------------------------

     On April 28, 2003, we received notice from the Nasdaq Listing and Hearing
Review Counsel that the Review Counsel has affirmed the decision by the Nasdaq
Listing Qualifications Panel to transfer our common stock from The Nasdaq
National Market to The Nasdaq SmallCap Market.


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

     (c)  Exhibits

     Exhibit  99.1  -  Letter  of Dr. Susan L. Malley.

     Exhibit  99.2  -  Letter  of Dr. Allen I. Schiff.


<PAGE>

                                   SIGNATURE

     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:  April 30, 2003                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

                                    Malley Associates Capital, Management Inc.

                                            April 29, 2003
Mr. George Morgenstern
Chairman & CEO
Data Systems & Software Inc.
200 Route 17
Mahwah, NJ 07430

Dear George:

As we have discussed, the demands of my business and other commitments have made
it  difficult  for me to devote an appropriate amount of time to DSSI business.
Therefore,  I  am  resigning  from  my  position  as a member of DSSI's Board of
Directors  and  its  Audit  and  Compensation Committees, effective immediately.

I have enjoyed working with you, the other Board members, and DSSI staff. I wish
you  and  DSSI  the  best  in  your  future  endeavors.


                                             Very  truly  yours,

                                             /s/  Susan  L  Malley
                                             --------------------------
                                             Susan  L  Malley


<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>doc3.txt
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<PAGE>
EXHIBIT 99.2

                                    FORDHAM
                                   UNIVERSITY

George Morgenstern
Chairman, President and CEO
Data Software and Systems Inc.
200 Route 17
Mahwah, NJ 07430

April 28th, 2003


Dear George:

Over  the  past  two years, the legal and professional responsibilities for both
outside  board  members  and  chairpersons  of audit committees of publicly held
companies  have  expanded  significantly.  These additional responsibilities are
requiring  increased  time  commitments  to  fulfill my professional obligations
associated  with  these  positions.

Based  on these considerations, I have decided to resign, effective immediately,
from my position as Outside Director and Chairman of the Audit Committee of Data
Software  and  Systems  Inc.  I  wish DSSI much success in its future endeavors.

Sincerely yours,

/s/ Allen I. Schiff
Allen I.  Schiff


CC: Tbomas W. Whittle III, Partner



<PAGE>



</TEXT>
</DOCUMENT>
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