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<SEC-DOCUMENT>0001144204-04-010604.txt : 20040728
<SEC-HEADER>0001144204-04-010604.hdr.sgml : 20040728
<ACCEPTANCE-DATETIME>20040727175941
ACCESSION NUMBER:		0001144204-04-010604
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20040726
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040728

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:		04934167

	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>v05126_8k.txt
<TEXT>

- --------------------------------------------------------------------------------

                       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): July 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 and Regulation FD Disclosure.
         -----------------------------------------

         On July 26, 2004, the Registrant announced that it had been notified
that Kardan Communications Ltd. no longer intends to proceed with the
transaction contemplated by the agreement in principle dated April 19, 2004
between the Registrant and Kardan. The press release relating to such
announcement is filed as Exhibit 99.1 hereto.

         On July 26, 2004, the Registrant announced (i) that the Nasdaq Listing
Panel had issued a decision to permit the continued listing of the Registrant's
Common Stock, pursuant to an exception from the Nasdaq Marketplace Rules, and
(ii) that during the continuation of that exception the trading symbol for the
Registrant's Common Stock would be changed to "DSSIC." 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 July 26, 2004 regarding
                                    Kardan notification

                  Exhibit 99.2      Press Release dated July 26, 2004 regarding
                                    Nasdaq panel decision

<PAGE>


                                   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 July 26, 2004.


                                      DATA SYSTEMS & SOFTWARE INC.



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



                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v05126_99-1.txt
<TEXT>

                                                                    EXHIBIT 99.1

                     DATA SYSTEMS & SOFTWARE INC. ANNOUNCES
                            NOTIFICATION FROM KARDAN

         Mahwah, New Jersey - July 26, 2004 -- Data Systems & Software Inc.
(NASDAQ: DSSIC) today announced that it was informed today by Kardan
Communications Ltd. that Kardan no longer intends to proceed with the
transaction with the Company contemplated by the agreement in principle dated
April 19, 2004. A spokesperson for the Company stated that in light of the
notification, the Company intends to consider other strategic alternatives which
could include possible restructuring, merger or acquisition and/or financing
transactions.

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.

                          ****************************

         This press release includes forward-looking statements, which are
subject to risks and uncertainties, including risks associated with (i) the
Company's consideration of strategic alternatives, and (ii) the Company's
business generally. There can be no assurance that the Company will be
successful in consummating any alternative strategic transaction. 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.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>v05126_99-2.txt
<TEXT>

                                                                    EXHIBIT 99.2

                     DATA SYSTEMS & SOFTWARE INC. ANNOUNCES
                          NASDAQ LISTING PANEL DECISION

MAHWAH, N.J., July 26, 2004  /PRNewswire-FirstCall/ Data Systems & Software Inc.
(Nasdaq:  DSSIC)  today  announced  that the Nasdaq  Listing  Panel had issued a
decision  regarding the  Company's  plans for  compliance  with the $2.5 million
minimum  shareholders  equity  requirement  for continued  listing on The Nasdaq
SmallCap Market.  Pursuant to the Panel's  decision,  the Company's Common Stock
will continue to be listed on The Nasdaq SmallCap Market based upon an exception
to Nasdaq's  Marketplace Rules, subject to the Company fulfilling the conditions
in the decision.

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 Monday,  July 26, 2004, the trading symbol for the Company's  Common
Stock was  changed  to  "DSSIC".  The  character  "C" 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.

As previously announced, in May 2004 the Company was notified by Nasdaq that its
shareholders  equity as reported in the Company's  quarterly report on Form 10-Q
for the quarter  ended March 31, 2004 was $2.44  million,  marginally  below the
$2.5 million minimum  shareholders  equity  requirement for continued listing on
the Nasdaq SmallCap Market.  At that time, the Company  presented to the Listing
Panel its plan for  short-term  compliance  with the $2.5  million  requirement,
which called for the Company to evidence  compliance in its quarterly report for
the second  quarter of 2004.  The Company's  long-term  plan for  compliance was
based upon  completion  of the  transaction  contemplated  by the  agreement  in
principle  dated  April 19, 2004  between the Company and Kardan  Communications
Ltd.

In its  decision,  the Listing  Panel  determined to continue the listing of the
Company's Common Stock conditional upon the Company  evidencing  compliance with
the $2.5 million shareholders equity requirement in its quarterly report for the
fiscal quarter ended June 30, 2004 to be filed on or before August 16, 2004. The
Listing Panel decision also  conditioned the continued  listing of the Company's
Common Stock upon the Company's  timely filing of all required  reports with the
SEC for all reporting  periods  through the filing of the Form 10-K for the year
ending December 31, 2004.

While  the  Company  believes  that it will  meet  the  Panel's  conditions  for
short-term  compliance,   the  Company  has  not  yet  completed  its  financial
statements  for the period ended June 30, 2004 and  therefore  does not yet have
sufficient  information to determine if it met the minimum  shareholders  equity
requirement  as of that date.  With respect to the Company's  plan for long-term
compliance,  as separately  announced,  the Company was informed today by Kardan
that Kardan does not intend to proceed with the transaction  contemplated  under
the Company's  agreement with Kardan. The Company is exploring  alternatives for
long-term  compliance with the minimum  shareholders  equity requirement and all
other maintenance requirements of The Nasdaq SmallCap Market.


                                       2
<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. Actual results may vary from those projected or implied
by such forward-looking statements. There is no assurance that (i) the Company
has achieved the results and financial condition for and as of the end of the
second quarter of 2004 which are necessary to evidence compliance in the
Company's Form 10-Q for the second quarter of 2004 with the $2.5 million minimum
shareholders equity requirement as required by the Listing Panel, (ii) the
interim financial statements for second quarter of 2004 and the review of such
statements by the Company's independent auditors will be completed on or before
August 16, 2004, and (iii) the Company will achieve and maintain compliance with
the conditions in the Listing Panel's decision and the maintenance standards of
The Nasdaq SmallCap Market. If the Company is not able to achieve and maintain
compliance with the minimum shareholders equity requirement and the other
conditions for continued listing, the Company's Common Stock will be subject to
being delisted from Nasdaq. 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>
</SEC-DOCUMENT>
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