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                       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): January 14, 2004


                          DATA SYSTEMS & SOFTWARE INC.
             (Exact Name of Registrant as Specified in its Charter)







         Delaware                        0-19771             22-2786081
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(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 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         On January 14, 2004, the Registrant  engaged  Kesselman & Kesselman,  a
member of  PricewaterhouseCoopers  International Limited  ("Kesselman"),  as the
Registrant's independent auditors for the fiscal year ended December 31, 2003.

         Kesselman  has also been  engaged  to review the  Registrant's  interim
financial statements contained in the Registrant's quarterly report on Form 10-Q
for the quarter ended  September 30, 2003,  which was filed on November 14, 2003
without an  independent  auditor  review,  subsequent to the  resignation of the
Registrant's former independent auditors on October 9, 2003.

         During the  Registrant's  two most recent fiscal years, and the interim
period prior to the  engagement of Kesselman,  neither the Registrant nor anyone
acting on behalf of the  Registrant  consulted  Kesselman  with  respect  to the
application  of  accounting  principles  to  a  specified  transaction,   either
completed  or proposed,  or the type of audit  opinion that might be rendered on
the Registrant's  financial  statements,  or on any other matter that was either
the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of
Regulation S-K and the related  instructions  thereto) or a reportable event (as
defined in paragraph (a)(1)(v) of Item 304 of Regulation S-K).





                                   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 January 15, 2004.


                                    DATA SYSTEMS & SOFTWARE INC.



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