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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001144204-05-017963.txt : 20050611
<SEC-HEADER>0001144204-05-017963.hdr.sgml : 20050611
<ACCEPTANCE-DATETIME>20050602191549
ACCESSION NUMBER:		0001144204-05-017963
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050601
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050603
DATE AS OF CHANGE:		20050602

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:		05875559

	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>
                       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) June 1, 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 June 1, 2005, the Registrant announced that it had entered into an
memorandum of understanding for the sale of the cost-plus consulting business of
its dsIT Technologies Ltd. subsidiary to Taldor Computer Systems (1986) Ltd. The
Registrant's press release announcing the memorandum of understanding 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 June 1, 2005 regarding the memorandum of
                 understanding for the sale of the cost-plus consulting business
                 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 1st day of June 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
<SEQUENCE>2
<FILENAME>ex99.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 MEMORANDUM OF UNDERSTANDING FOR THE SALE
                    OF DSIT'S COST-PLUS CONSULTING BUSINESS

             --Will Retain dsIT's Projects and Solutions Business--

MAHWAH, N.J., June 1, 2005 /PRNewswire-FirstCall/ Data Systems & Software Inc.
(OTCBB: DSSI) today announced that it and the other shareholders of its dsIT
Technologies, Ltd. subsidiary have entered into a memorandum of understanding
for the sale of dsIT's cost-plus consulting business to Taldor Computer Systems
(1986) Ltd. (TASE: TALD) for approximately $6 million in cash. The operations
which are to be sold under the contemplated transaction are comprised of dsIT's
business of providing computer software and systems professionals on a cost-plus
basis. The memorandum of understanding includes a "no-shop" agreement for a
period of 21 days to allow Taldor to perform its due diligence investigation.

The memorandum of understanding contemplates that the transaction will be
structured as a purchase by Taldor of all the outstanding shares of dsIT, and
that prior to the consummation of the sale, dsIT will complete a spin-off to its
current shareholders of its projects and solutions activities. The Company is
the holder of 68% of the outstanding dsIT shares.

The closing of the transaction is subject to (i) satisfactory completion by
Taldor of its due diligence investigation of dsIT, (ii) negotiation and
execution of a definitive agreement, and (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. The Company's Comverge Inc. affiliate provides energy
intelligence solutions to utilities.

For more information, contact:

George Morgenstern, CEO, (201) 529-2026, george@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. The consummation of the transaction
described in this release is subject to (i) satisfactory completion by Taldor of
its due diligence investigation, (ii) negotiation and execution of a definitive
agreement, and (iii) the receipt of all necessary corporate and other approvals.
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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