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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001144204-04-002500.txt : 20040305
<SEC-HEADER>0001144204-04-002500.hdr.sgml : 20040305
<ACCEPTANCE-DATETIME>20040305140028
ACCESSION NUMBER:		0001144204-04-002500
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20040226
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040305

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:		04651386

	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>form8k.txt
<TEXT>

<PAGE>

_____________________________________________________________________________



                       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 26, 2004


                          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.

         On February 26,  2004,  the  Registrant  announced  that  pursuant to a
decision of a Nasdaq Listing Qualifications Panel, the Registrant's Common Stock
will  continue  to be listed on The  Nasdaq  SmallCap  Market  under the  symbol
"DSSCE" based upon an exception to Rule  4310(c)(14)  of the Nasdaq  Marketplace
rules. The press release relating to such  announcement is filed as Exhibit 99.1
hereto.

         On  March  3,  2004,  the  Registrant  announced  that it had  retained
Foresight,  an Israeli strategic and financial  consulting and research firm, to
perform a valuation of the Registrant, its various subsidiaries and its Comverge
Inc. equity  affiliate,  as well as perform other analysis to be utilized by the
Board of Directors of the Registrant in its  exploration  of possible  strategic
alternatives.  The  press  release  relating  to such  announcement  is filed as
Exhibit 99.2 hereto.

Item 7.  Financial Statements and Exhibits.

         (c)      Exhibit 99.1      Press Release dated February 26, 2004

                  Exhibit 99.2      Press Release dated March 3, 2004

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, in the Township of Mahwah,
State of New Jersey, on March 5, 2004.


                                  DATA SYSTEMS & SOFTWARE INC.



                                  BY: /s/ Yacov Kaufman
                                  -------------------------------------
                                  Yacov Kaufman
                                  Vice President and Chief Financial Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>ex-99_1.txt
<TEXT>
<PAGE>

Exhibit 99.1

DATA SYSTEMS & Software Inc. Announces Continued Listing On Nasdaq

Thursday February 26, 6:45 pm ET

MAHWAH, N.J., Feb. 26 /PRNewswire-FirstCall/ -- Data Systems & Software Inc.
(Nasdaq: DSSIE - News) today announced that pursuant to a decision of a Nasdaq
Listing Qualifications Panel, the Company's Common Stock will continue to be
listed on The Nasdaq SmallCap Market based upon an exception to Rule 4310(c)(14)
of the Nasdaq Marketplace rules.

As previously announced, in December 2003 the Company received notice from the
Staff of The Nasdaq Stock Market that the Company was not in compliance with SEC
rules and Nasdaq's quantitative maintenance standards, due to the fact that the
unaudited interim financial statements included in the Company's Form10-Q for
the quarter ended September 30, 2003 were not reviewed by independent auditors.
The noncompliance resulted from the resignation on October 9, 2003 of the
Company's independent auditors, KPMG LLP. At that time the Staff informed the
Company that the Company's Common Stock was subject to delisting from The Nasdaq
SmallCap Market. As previously disclosed, on January 14, 2004 the Company
engaged Kesselman & Kesselman, a member of PricewaterhouseCoopers International
Limited, to act as independent auditors for the Company for the year ended
December 31, 2003. At a hearing before the Nasdaq Listing Qualifications Panel
on January 14, 2004, representatives of the Company presented to the Panel the
Company's definitive plan for coming into compliance with all SEC and Nasdaq
requirements by March 30, 2004 and remaining in compliance with all applicable
requirements thereafter.

In its decision rendered on February 25, 2004, the Listing Panel determined that
the Company's Common Stock will continue to be listed on The Nasdaq SmallCap
Market, conditional upon the Company's filing of an amended Form 10-Q that
includes interim financial statements for the three and nine month periods ended
September 30, 2003 that have been reviewed by the Company's independent auditors
as required by SEC rules. Under the Panel's decision, the continued listing of
the Company's Common Stock is also conditional on the Company's filing its
Annual Report on Form 10-K for the year ended December 31, 2003 on or before
March 30, 2004 and thereafter filing with the SEC and Nasdaq on a timely basis
all periodic reports for all fiscal 2004 reporting periods. Under the Panel's
decision, should the Company fail to make any required filing in accordance with
the Panel's conditions, the Common Stock would be subject to immediate delisting
from The Nasdaq SmallCap Market.

The Company currently expects that the review of the interim financial
statements included in the Form 10-Q for the third quarter of 2003 and all
necessary filings with the SEC will be completed on or before March 30, 2004, as
required by the Listing Panel. The Company also currently anticipates that it
will be able to continue to comply with the conditions set forth by the Listing
Panel and all other criteria for continued listing of the Common Stock on The
Nasdaq SmallCap Market.

Due to the continued listing of the Company's Common Stock pursuant to an
exception from the Nasdaq Marketplace Rules, effective with the commencement of
business on Friday, February 27, 2004, the trading symbol for the Company's
Common Stock will be changed to "DSSCE." The characters "C" and "E" will be
removed from the Company's symbol and the symbol will revert to "DSSI" upon
confirmation to Nasdaq that the Company has complied with the terms of the
exception, and with all other criteria necessary for continued listing of the
Company's Common Stock on The Nasdaq SmallCap Market, which the Company believes
will occur by March 30, 2004.

<PAGE>

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 Inc. affiliate, the Company provides
energy intelligence solutions to utilities.

For more information, contact:
George Morgenstern, CEO, (201) 529-2026, ir@dssiinc.com.

This press release includes forward-looking statements, which are subject to
risks and uncertainties, including risks associated with the (i) the ability of
the Company and its independent auditors to promptly complete the review of the
interim financial statements for the quarter ended September 30, 2003; (ii) the
ability of the Company and its independent auditors to complete the audit of its
financial statements for the year ended December 31, 2003 and to file its Annual
Report on Form 10-K for such year by March 30, 2004; and (iii) compliance by the
Company with the other conditions in the Listing Panel's decision. Actual
results may vary from those projected or implied by such forward-looking
statements. There is no assurance that the review of the interim financial
statements or the filing of the 2003 10-K will be accomplished in a timely
manner. There is no assurance that the Company will be able to maintain
compliance with the listing maintenance standards of The Nasdaq Stock Market. A
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.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>ex-99_2.txt
<TEXT>
Exhibit 99.2

DATA SYSTEMS & Software Inc. Announces Retention of Foresight to Assist in
Evaluating Strategic Alternatives

Wednesday March 3, 11:52 am ET

MAHWAH, N.J., March 3 /PRNewswire-FirstCall/ -- Data Systems & Software Inc.
(Nasdaq: DSSCE - News) today announced that it has retained Foresight, a
strategic and financial consulting and research firm, to perform a valuation of
the Company, its various subsidiaries and its Comverge Inc. equity affiliate, as
well as perform other analysis to be utilized by the Board of Directors of the
Company in its exploration of possible strategic alternatives. Foresight is one
of Israel's premier strategic and financial consulting and research firms,
specializing in telecommunications, media and technology.

George Morgenstern, Chairman and Chief Executive Officer of the Company, stated:
"As part of the Company's evaluation of strategic alternatives to increase
shareholder value, we are pleased to have retained a consulting firm of
Foresight's skill and reputation. Foresight will provide us with market and
valuation data, analysis and insight about both our existing operations and
assets as well as certain possible strategic transactions which are under
consideration. This information will be used by the Board in its ongoing
evaluation of strategic alternatives, which include possible restructuring,
merger or acquisition and/or financing transactions. As part of this process,
the Board is also seeking to introduce new executive personnel to manage our
business, development and future growth."


<PAGE>

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. Its Comverge Inc. affiliate provides energy
intelligence solutions to utilities. About Foresight

Foresight is a premier Israeli strategic and financial consulting and research
firm, specializing in telecommunications, media and technology. Foresight's
sector-specific team of consultants and analysts provide myriad business and
financial services to a diverse clientele ranging from corporations, start-ups
and VC's to service providers, vendors and institutional investors. Foresight is
the Israeli representative of the The Yankee Group, a global research and
consulting firm. For more information on Foresight, visit its

website at www.foresight.co.il.

This press release includes forward-looking statements, which are subject to
risks and uncertainties, including risks associated with

(i) conditions in the market for energy intelligence solutions, including the
pace and consequences of deregulation and competition,

(ii) conditions in the computer hardware and IT solutions markets,

(iii) the Company's  evaluation of its corporate  activities and
strategic  alternatives,  and

(iv) the Company's business generally. There can be no assurance that the
Company will be successful in consummating any strategic initiatives or
corporate restructurings or identifying and/or concluding agreements with
suitable acquisition candidates, merger partners or other parties. There can be
no assurance that any improvements in operating results and/or in the trading
price for the Company's shares will result from the evaluation or modification
of the Company's activities and structure. A more complete discussion of risks
and uncertainties which may affect the accuracy of these statements and 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.

CONTACT:
George Morgenstern, CEO
DATA SYSTEMS & SOFTWARE INC.
(201) 529-2026
E-mail: ir@dssiinc.com


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