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<SEC-DOCUMENT>0001144204-05-008901.txt : 20050328
<SEC-HEADER>0001144204-05-008901.hdr.sgml : 20050328
<ACCEPTANCE-DATETIME>20050328150453
ACCESSION NUMBER:		0001144204-05-008901
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040328
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050328
DATE AS OF CHANGE:		20050328

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:		05706422

	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>v015071_8-k.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) March 28, 2005

                          DATA SYSTEMS & SOFTWARE INC.
             (Exact name of Registrant as Specified in its Charter)

           Delaware                       0-19771                 22-2786081
- --------------------------------------------------------------------------------
(State 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)

        Registrant's 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 8 - Other Events

Item 8.01  Other Events.

      On March 28, 2005,  the  Registrant  announced that it had entered into an
agreement in principle for the sale of its dsIT Technologies Ltd.  subsidiary to
Matrix IT Ltd.  The  Registrant's  press  release  announcing  the  agreement in
principle is attached as Exhibit 99.1 hereto.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits

      99.1 Press  Release  dated  March 28,  2005  regarding  the  agreement  in
principle for the sale of dsIT Technologies Ltd.

<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 28th day of March 2005.


                               DATA SYSTEMS & SOFTWARE INC.

                               By: /s/ Yacov Kaufman
                                   ---------------------------------------------
                               Name: Yacov Kaufman
                               Title: Vice-President and Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v015071_ex99-1.txt
<TEXT>

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:

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

          DATA SYSTEMS & SOFTWARE INC. ANNOUNCES AGREEMENT IN PRINCIPLE
                      FOR THE SALE OF ITS DSIT SUBSIDIARY

MAHWAH, N.J., March 28, 2005 /PRNewswire-FirstCall/ Data Systems & Software Inc.
(OTC:  DSSI)  today  announced  that it and the other  shareholders  of its dsIT
Technologies,  Ltd. subsidiary,  have entered into an agreement in principle for
the sale of all the outstanding shares of dsIT to Matrix IT Ltd. Under the terms
of the agreement in principle, the total consideration to be paid for the shares
would be  approximately  $9 million,  to be paid in cash and in Matrix  ordinary
shares. A portion of the  consideration is subject to adjustment based on dsIT's
performance  against  certain  operating goals to be set forth in the definitive
agreement.  The  agreement in  principle  includes a "no-shop"  agreement  for a
period of 45 days to allow Matrix to perform its due-diligence investigation.

The Company is the holder of 68% of the outstanding dsIT shares.

Matrix is listed on the Tel Aviv Stock Exchange (TASE:  MTRX) and is part of the
Formula Group.

The closing of the  transaction  is subject to (i)  satisfactory  completion  by
Matrix  of its  due  diligence  investigation  of  dsIT,  (ii)  negotiation  and
execution of a definitive agreement, (iii) the receipt of all required corporate
and other approvals required by applicable law.

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, george@dssiinc.com.

<PAGE>

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.  The  consummation  of  the  transaction
described in this release is subject to (i) satisfactory completion by Matrix of
its due diligence  investigation  of dsIT,  (ii)  negotiation and execution of a
definitive agreement, and (iii) the receipt of all necessary corporate and other
approvals.  The actual  consideration  to be paid by Matrix for the dsIT shares,
and the amount that the Company may receive in connection with the  transaction,
is subject to adjustment as described in the release. There is no assurance that
the transaction  will be consummated on the terms described in the release or at
all. 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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