December 21, 2005



Fax (201) 529-4564
Room 4561

Yacov Kaufman
Vice President,
  Chief Financial Officer
Data Systems and Software Inc.
200 Route 17
Mahwah, NJ  07430

      RE: 	Data Systems and Software Inc.
      	Form 10-K for Fiscal Year Ended December 31, 2004
      Form 10-Q for Fiscal Quarters Ended March 31, 2005,
        June 30, 2005 and September 30, 2005
		File No. 000-19771

Dear Mr. Kaufman:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
the matters addressed in our comments below. We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2004

Report of Independent Registered Public Accounting Firm, page F-2

1. We note your response to prior comment 1 where you indicate
that
the use of an auditor licensed outside of the United States was
cleared in advance by the Staff. However, you did not provide the
requested information, including all substantive facts and
reasons,
to support your basis for the use of that auditor.  Please tell us
(1) where the majority of your revenues are earned, (2) where the
majority of your assets are located, (3) where your management and
accounting records are located (4) where the majority of the audit
work is conducted and any other substantive facts or reasons
supporting the use of an auditor licensed outside of the United
States.

Notes to Consolidated Financial Statements

Revenue Recognition, page F-11

2. We note your response to prior comment 4 regarding EITF 99-19`s
applicability to your reseller arrangements.  It is not evident
from
your response whether you meet the criteria of EITF 99-19 for
reporting revenues on a gross basis.  Help us understand the
material
terms and nature of your customary arrangements with suppliers.
Please provide the following information:
* Your standard reseller agreement;
* A summary of the material terms of your agreements with
suppliers;
* A description of warranties provided to customers by you and/or
your suppliers;
* Clarify what you mean by "Databit is the primary obligor in the
sales arrangement opposite the customer";
* Explain what you mean by "Databit has complete discretion
(within
economic constraints) as to the prices it charges..." and
* What remedies do customers have if products or services are not
delivered or there is a defect in the products.  Is this remedy
provided by you or your suppliers?

3. We note your response to prior comment number 5 where you
indicate
that software is incidental to the sale of computer hardware and
that
marketing efforts are geared toward the selling of computer
hardware,
not computer software.  Tell us whether the software is a
significant
focus of the marketing effort or is sold separately.  Also, tell
us
whether you provide post-contract customer support for the
software
or incur significant costs within the scope of SFAS No. 86.  Refer
to
footnote 2 to SOP 97-2.

Comverge, Inc. and Subsidiaries

Report of Independent Auditors

4. We note your response to prior comment 9 where you indicate
that
you will file a revised Form 10-K including the auditor`s
signature.
Tell us when you intend to file the amended Form 10-K.




Form 10-Q for Fiscal Quarter Ended September 30, 2005

Item 4. Controls and Procedures, page 15

5. We note your response to prior comment 11 where you discuss
your
consideration of Exchange Act Rules 13a-15(e) and 13a-15(f).  In
future filings revise to disclose, if true, that your disclosure
controls and procedures are "effective to ensure that information
required to be disclosed by you in the reports that you file or
submit under the Exchange Act is recorded, processed, summarized
and
reported, within the time periods specified in the Commission`s
rules
and forms and to ensure that information required to be disclosed
by
an issuer in the reports that it files or submits under the
Exchange
Act is accumulated and communicated to your management, including
its
principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely
decisions regarding required disclosure."

* * * * *

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	You may contact David Edgar, Staff Accountant, at (202)-551-
3459
or Lisa Mitrovich, Assistant Chief Accountant, at (202) 551-3453
if
you have any questions regarding comments on the financial
statements
and related matters.

						Sincerely,


						Kathleen Collins
						Accounting Branch Chief
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Yacov Kaufman
Data Systems and Software Inc.
December 21, 2005
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