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) MAY 17, 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 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits

Exhibit 99.1 - Press release of Registrant, dated May 12, 2004.


Item 12.   Results of Operations and Financial Condition.

On May 12, 2004, we announced our results for the first quarter ended March 31,
2004. Our press release announcing the results is attached as Exhibit 99.1.



                                   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:  May 17, 2004                                 BY: /s/ Sheldon Krause
                                                        ---------------------
                                                        Sheldon Krause
                                                        Secretary