<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>
