_____________________________________________________________________________



                       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): February 26, 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


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Item 5.  Other Events.

         On February 26,  2004,  the  Registrant  announced  that  pursuant to a
decision of a Nasdaq Listing Qualifications Panel, the Registrant's Common Stock
will  continue  to be listed on The  Nasdaq  SmallCap  Market  under the  symbol
"DSSCE" based upon an exception to Rule  4310(c)(14)  of the Nasdaq  Marketplace
rules. The press release relating to such  announcement is filed as Exhibit 99.1
hereto.

         On  March  3,  2004,  the  Registrant  announced  that it had  retained
Foresight,  an Israeli strategic and financial  consulting and research firm, to
perform a valuation of the Registrant, its various subsidiaries and its Comverge
Inc. equity  affiliate,  as well as perform other analysis to be utilized by the
Board of Directors of the Registrant in its  exploration  of possible  strategic
alternatives.  The  press  release  relating  to such  announcement  is filed as
Exhibit 99.2 hereto.

Item 7.  Financial Statements and Exhibits.

         (c)      Exhibit 99.1      Press Release dated February 26, 2004

                  Exhibit 99.2      Press Release dated March 3, 2004

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, in the Township of Mahwah,
State of New Jersey, on March 5, 2004.


                                  DATA SYSTEMS & SOFTWARE INC.



                                  BY: /s/ Yacov Kaufman
                                  -------------------------------------
                                  Yacov Kaufman
                                  Vice President and Chief Financial Officer