Exhibit 23.1


                          INDEPENDENT AUDITORS' CONSENT


To the Board of Directors and Shareholders
  of Data Systems & Software Inc.

     We consent to the incorporation by reference in this registration statement
of Data Systems & Software Inc. on Form S-8 and the reoffer  prospectus (on Part
I of Form  S-3)  filed  therewith  covering  250,000  additional  shares of Data
Systems & Software Inc.  common stock under its 1994 Stock Incentive Plan of our
report dated March 16, 2001 related to the  consolidated  balance  sheet of Data
Systems & Software  Inc.  and  subsidiaries  as of December  31,  2000,  and the
related  consolidated  statements of operations and comprehensive income (loss),
changes in  shareholders'  equity and cash flows for the year then ended,  which
report appears in the Annual Report on Form 10-K of Data Systems & Software Inc.
for the year ended  December 31, 2000,  and to the  reference to our firm herein
under the heading  "Experts" in this  registration  statement and in the reoffer
prospectus filed therewith.


s/KPMG LLP

Short Hills, New Jersey
February 8, 2002