[DATA SYSTEMS & SOFTWARE INC. LETTERHEAD]

                                  June 26, 2003

VIA EDGAR
- ---------

Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Withdrawal of Registration Statement on Form S-3 (File No. 333-102334)

Ladies and Gentleman:

Data Systems & Software Inc., a Delaware  corporation  (the  "COMPANY"),  hereby
submits its application to withdraw from registration pursuant to Rule 477 under
the Securities Act of 1933, as amended,  that certain registration  statement on
Form  S-3,  including  all  exhibits  thereto  (the  "REGISTRATION   STATEMENT")
(Registration  Statement No.  333-102334),  filed by the Company with the United
States Securities and Exchange Commission (the "COMMISSION") on January 3, 2003.
The Registration Statement was not declared effective by the Commission and none
of the  Company's  securities  were  sold,  or will  be  sold,  pursuant  to the
Registration Statement.

The  withdrawal is being sought (i) because the revolving  credit note which was
convertible  into  shares of our common  stock (the  resale of which  shares was
covered by the  Registration  Statement)  was repaid  and  terminated;  and (ii)
pursuant  to the  request of the Staff of the  Commission,  with  respect to the
shares of our common stock  issuable upon the exercise of warrants  issued by us
in  connection  with the  revolving  credit note.  The  Registrant  respectfully
requests  that, in accordance  with the provisions of Rule 477(a) under the 1933
Act, the Commission issue an order granting the desired withdrawal.

If you have any questions regarding this request for withdrawal,  please contact
me at (212) 986-9700, extension 17.


Very truly yours,

/s/ Sheldon Krause

Sheldon Krause, Secretary