UNITED STATES
                       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) December 10, 2003
                                                   -----------------

                          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
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               (Address of Principal Executive Offices) (Zip Code)



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

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Item 5.  Other Events and Regulation FD Disclosure.
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On December 10, 2003, the Registrant  announced that it has received notice from
The NASDAQ Stock Market  indicating  that the Company was not in compliance with
Marketplace Rule 4310(c)14 and that the Registrant was subject to delisting from
The NASDAQ Stock Market.






FOR IMMEDIATE RELEASE


DSSI RECEIVES NOTICE FROM NASDAQ STAFF

MAHWAH,  N.J. - December 10, 2003 - -Data Systems & Software  Inc.  (NASDAQ NNM:
DSSIE)  announced today that it has received notice from the staff of The NASDAQ
Stock Market, indicating that since the interim financial statements included in
the its Form 10-Q for third of 2003 were not reviewed by  independent  auditors,
the  Company  is not in full  compliance  with  Marketplace  Rule  4310(c)14  of
NASDAQ's  qualitative  maintenance  requirements  and is  therefore  subject  to
delisting from The NASDAQ Stock Market. The Staff also informed the Company that
the  character "E" will be appended to the Company's  trading  symbol  beginning
with the  commencement of trading on December 10, 2003 to reflect the deficiency
in the Form 10-Q as filed.

As previously  disclosed in the Company's SEC filings,  KPMG LLP, which had been
the  Company's  auditors  beginning  2000 and which  had  reviewed  the  interim
statements  for the  first  two  quarters  of 2003,  resigned  as the  Company's
independent  auditors  effective  October 9, 2003. As disclosed in the Form 10-Q
for the most recent quarter, due to such resignation,  the Company was unable to
obtain a review of the interim  financial  statements  included in Form 10-Q for
the  third  quarter.  The  Company  expects  within  two weeks to  finalize  the
engagement  of a recognized  worldwide  audit group to serve as its  independent
auditors for fiscal year 2003, and anticipates  that the newly engaged  auditors
will promptly complete their review of the interim financial  statements for the
period ended September 30, 2003. After such review is done and the Form 10-Q for
the third quarter deemed complete,  the Company's  trading symbol will revert to
"DSSI".

The Company intends to request a hearing before a NASDAQ Listing  Qualifications
Panel to review the NASDAQ staff's delisting determination.  According to NASDAQ
procedures,  the hearing date will be set, to the extent practicable,  within 45
days of the  request,  and the  Company's  shares will  continue to trade on The
NASDAQ  Stock  Market  pending  the  Panel's  decision.  The  Company  currently
anticipates the review of the interim financial statements to be done before the
completion of the hearing process.

                                       **



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  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,  including risks associated with the (i) the ability of
the Company to promptly engage new auditors; (ii) the ability of the auditors to
be engaged by the  Company to  promptly  complete  their  review of the  interim
financial  statements  for the quarter ended  September 30, 2003;  and (iii) the
Company's appeal to the NASDAQ Listing  Qualifications Panel. Actual results may
vary from those projected or implied by such forward-looking  statements.  There
is no  assurance  that the  engagement  by the Company of new  auditors  and the
review of the interim financial statements will be completed in a timely manner.
There is no  assurance  as to the results of the appeal to the Panel or that the
Company  will  be able to  maintain  compliance  with  the  listing  maintenance
standards of The Nasdaq Stock Market.  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.









                                   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:  December 10, 2003                      BY:     /s/ Yacov Kaufman
                                                 ----------------------
                                                       Yacov Kaufman
                                                       Vice President and CFO