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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001144204-04-012638.txt : 20040819
<SEC-HEADER>0001144204-04-012638.hdr.sgml : 20040819
<ACCEPTANCE-DATETIME>20040819164237
ACCESSION NUMBER:		0001144204-04-012638
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040818
ITEM INFORMATION:		Other events
FILED AS OF DATE:		20040819

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:		04986792

	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>v06060_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): August 18, 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 August 18, 2004, we announced receipt of notice from the Nasdaq Listing
Qualifications Panel that the Company has evidenced compliance with the current
requirements for continued listing, and that, effective the opening of business
on Thursday, August 19, 2004, the trading symbol for the Company's Common Stock
on the Nasdaq SmallCap Market will revert to "DSSI". Our press release
announcing the notice is attached as Exhibit 99.1.

(c) Exhibits

Exhibit 99.1 - Press release of Registrant, dated August 18, 2004.

<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: August 19, 2004                  BY: /s/ Sheldon Krause
                                           -------------------------------------
                                           Sheldon Krause
                                           Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v06060_ex99-1.txt
<TEXT>
                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE

CONTACT:

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

            DATA SYSTEMS & SOFTWARE INC. ANNOUNCES NOTICE OF CURRENT
                      COMPLIANCE FROM NASDAQ LISTING PANEL

            - SYMBOL TO RETURN TO "DSSI" COMMENCING AUGUST 19, 2004 -

MAHWAH, NEW JERSEY - AUGUST 18, 2004 -- DATA SYSTEMS & SOFTWARE INC. (NASDAQ:
DSSIC) today announced that it has received notice from the Nasdaq Listing
Qualifications Panel that, with the recent filing of its quarterly report on
Form 10-Q for the quarterly period ended June 30, 2004 reflecting shareholders
equity of $2.67 million, the Company has evidenced compliance with the current
requirements for continued listing set forth in the Panel's decision of July 22,
2004. The notice stated that the continued listing of the Company's Common
Shares is subject to the Company's filing of all required SEC reports related to
the year ending December 31, 2004. The Company must also maintain compliance
with all requirements for continued listing on the Nasdaq SmallCap Market,
including the requirement that the Company maintain shareholders equity of at
least $2.5 million.

      Effective the opening of business on Thursday, August 19, 2004, the
trading symbol for the Company's Common Stock on the Nasdaq SmallCap Market will
revert to "DSSI".

      DSSI is a provider of software consulting and development services and is
an authorized direct seller and value added reseller of computer hardware. In
addition, its Comverge Inc. affiliate 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 differ from those projected or
implied by such forward-looking statements. There is no assurance that the
Company will maintain compliance with the conditions in the Listing Panel's
decision and the maintenance standards of The Nasdaq SmallCap Market which, as
applicable to the Company, require it to maintain shareholders equity of at
least $2.5 million and to comply with various other maintenance requirements,
including that the bid price for the for the Company's Common Stock be at least
$1.00 per share. Compliance with the minimum shareholders equity requirement
will depend on the Company's consolidated operating results for the third
quarter of 2004 and future periods, as well as upon other transactions or events
during the current and future periods which may affect the Company's assets and
liabilities. A closing bid price for the Common Stock of less than $1.00 per
share for 30 consecutive trading days would be followed by a warning from Nasdaq
and further proceedings if compliance is not regained. Any failure to comply
with the minimum shareholders equity and minimum bid requirements and the other
quantitative and qualitative criteria for continued listing on the The Nasdaq
SmallCap Market, will subject the Common Stock to further delisting proceedings.

<PAGE>

The Company may require additional liquidity to finance its US-based operating
and corporate activities over the next 12 months. Should the Company be
unsuccessful in completing a transaction providing the necessary liquidity, it
may not have sufficient funds to finance its US-based operating activities and
corporate activities for such period. If such additional financing is needed,
there is no assurance that the Company will be successful in obtaining such
financing on a timely basis from any of the alternatives being considered or
from any other 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>
</SEC-DOCUMENT>
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