Exhibit 23.1

                         INDEPENDENT AUDITORS' CONSENT

The Board of Directors and Shareholders of
Data Systems and Software, Inc.:

We consent to the  incorporation  by  reference in the  registration  statements
(Nos.  33-88442,  33-99196,  33-94974,  333-65799,   333-36159,  333-82418,  and
333-82416)  on  Form  S-8  and  the  registration  statements  (Nos.  333-90017,
333-76614,  333-92174 and  333-102334) on Form S-3 of Data Systems and Software,
Inc. of our report dated March 7, 2003, except as to the first paragraph of Note
4 and the second and third sentences of the third paragraph of Note 10(b), which
are as of April 10, 2003, with respect to the consolidated balance sheet of Data
Systems and Software,  Inc. and  subsidiaries  as of December 31, 2002,  and the
related consolidated  statements of operations,  changes in shareholders' equity
and cash flows for each of the years in the two-year  period ended  December 31,
2002,  which report  appears in the December 31, 2003 annual report on Form 10-K
of Data Systems and  Software,  Inc. Our report  refers to changes in accounting
for purchase method business combinations  completed after June 30, 2001 and for
goodwill and intangible assets beginning January 1, 2002.

/s/ KPMG LLP


Short Hills, New Jersey
March 31, 2004