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<SEC-DOCUMENT>0001144204-05-002404.txt : 20050126
<SEC-HEADER>0001144204-05-002404.hdr.sgml : 20050126
<ACCEPTANCE-DATETIME>20050126172911
ACCESSION NUMBER:		0001144204-05-002404
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050125
ITEM INFORMATION:		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
FILED AS OF DATE:		20050126
DATE AS OF CHANGE:		20050126

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:		05551081

	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>v011733.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) January 25, 2005


                          DATA SYSTEMS & SOFTWARE INC.
           (Exact name of Registrants as Specified in their Charters)


       Delaware                         0-19771                 22-2786081
- -------------------------------------------------------------------------------
(States or Other Jurisdiction    (Commission file Numbers)     (IRS Employer
    of Incorporation)                                       Identification Nos.)

      200 Route 17, Mahwah, New Jersey                                  07430
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                             (Zip Code)

        Registrants' telephone number, including area code (201) 529-2026
- --------------------------------------------------------------------------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR
      240.14a-2)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

Section 3 - Securities and Trading Markets

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing

      On January 25, 2005, Data Systems & Software Inc (the "Company") received
a written notice (the "Notice") from the Nasdaq Listing Qualifications Panel
(the "Panel") stating that the Panel has determined to delist the Company's
securities from the Nasdaq Stock Market effective with the open of business on
Thursday, January 27, 2005.

      The Notice indicated that the action was based upon the the failure of the
Company to comply with the $2,500,000 minimum shareholders' equity requirement
for continued listing on the Nasdaq SmallCap Market.

      The Company intends to request a review of the Listing Panel's decision by
the Nasdaq Listing and Hearing Review Council. The institution of a review will
not effect a stay of the Panel's delisting decision.

      The Company's securities will be eligible for trading on the
Over-the-Counter Bulletin Board ("OTCBB") in accordance with SEC Rule 15c2-11.
The Company is taking steps to ensure that its shares will commence trading on
the OTCBB as soon as possible.

      The Company's press release announcing the receipt of the notice and the
delisting of the Company's securities is annexed as Exhibit 99.1 to this Report
and is incorporated herein by reference.


Section 9 - Financial Statementd and Exhibits

         (c) Exhibits

         99.1     Press Release dated January 26, 2005
<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 on this 26th day of January 2005.

                               DATA SYSTEMS & SOFTWARE, INC.


                               By: /s/ George Morgenstern
                                   -----------------------------------------
                               Name:  George Morgenstern
                               Title:  President and Chief Executive Officer





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v011733_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 NASDAQ NOTIFICATION
                       --DSSI to Be Delisted From Nasdaq--

MAHWAH, NJ, January 26, 2005 /PRNewswire-FirstCall/ -- Data Systems & Software
Inc. (Nasdaq: DSSI) today announced that it has been informed by Nasdaq that the
Nasdaq Listing Panel has determined to delist the Company's securities from The
Nasdaq Stock Market, effective with the open of business on Thursday, January
27, 2005. The Panel's decision was based on the Company's failure to comply with
the $2.5 million minimum shareholders' equity requirement for continued listing
on the Nasdaq SmallCap Market.

The Company intends to request a review of the Listing Panel's decision by the
Nasdaq Listing and Hearing Review Council. The institution of a review will not
effect a stay of the Panel's delisting decision.

The Company's securities will be eligible for trading on the Over-the-Counter
Bulletin Board ("OTCBB") in accordance with SEC Rule 15c2-11. The Company is
taking steps to ensure that its shares will commence trading on the OTCBB as
soon as possible.

George Morgenstern, the Company's Chairman, President and CEO stated, "While we
are deeply disappointed by the decision of the Nasdaq Listing Panel, we are
working to facilitate the prompt commencement of trading of our shares on the
OTCBB, which we hope will provide an adequate and efficient market for those
wishing to trade the Company's stock. DSSI remains subject to, and intends to
continue to fully comply on a timely basis with, all SEC requirements applicable
to public companies, including the filing of all periodic reports."

The OTCBB is a regulated quotation service that displays real-time quotes,
last-sale prices and volume information in over-the-counter securities. OTCBB
securities are traded by a community of market makers that enter quotes and
trade reports through a highly sophisticated, closed computer network, which is
accessed through Nasdaq Workstation IITM. Trading information and quotations for
securities quoted through the OTCBB are generally available on business news and
financial websites and through securities brokers. The OTCBB is a quotation
medium for subscribing members, not an issuer listing service, and should not be
confused with The Nasdaq Stock Market. Trading of the Company's securities on
the OTCBB will not commence until a market maker has filed a Form 211 and such
form has been cleared by the OTCBB pursuant to Rule 15c2-11. Further information
regarding the OTCBB can be found at www.otcbb.com.
<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 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 vary from those projected or implied
by such forward-looking statements. There is no assurance that the Company's
shares will commence trading on the OTCBB, when such trading will commence or
that the market for the Company's shares on the OTCBB will provide an adequate
and efficient market for those wishing to trade the Company's shares. 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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