RULE NO. 424(b)(3)
REGISTRATION NO. 333-76614
Prospectus Supplement No.1, dated May 31, 2002,
to the Prospectus (the "Prospectus") of
Data Systems & Software Inc. (the "Company"),
dated January 25, 2002
(included in Registration Statement on Form S-3,
Registration No. 333-76614)
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The Prospectus indicates under the caption "Selling Security Holders" that
Kardan Communications Ltd. is a selling security holder with respect to 354,217
shares of our common stock. Kardan Communications has transferred 60,870 shares
of our common stock and, as a result, the persons listed below are now selling
security holders for purposes of the Prospectus with respect to the number of
shares of our common stock indicated:
Number of Number of
Shares Shares
Name of Selling Security Holder Prior to Sale After Sale
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Kardan Communications Ltd. (1) 293,347 0
Adv. Yossi Avraham, as Trustee for Meir Givon (2) 10,993 0
Neuwirth Investments Ltd. (3) 60,870 0
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(1) Kardan Communications Ltd. is a wholly owned subsidiary of Kardan
Ltd., a holding company traded on the Tel-Aviv Stock Exchange.
Through holding companies, Mr. Yosef Grunfeld controls 36.11% and
Mr. Avner Shnur controls 30.21% of the outstanding stock of Kardan
Ltd.
(2) Pursuant to Israeli tax laws relating to employee incentive plans, a
trustee is the nominal owner of Meir Givon's shares of our common
stock. Israeli law governs this trust arrangement.
(3) Neuwirth Investments Ltd. is wholly-owned by Jacob Neuwirth, the
Chief Executive Officer of our subsidiary DSIT Technologies Ltd.
(formerly Decisions Systems Israel Ltd.).