8-K

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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): October 9, 2003


                          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 October 9, 2003, KPMG LLP ("KPMG") notified the Registrant that as
of that date it had resigned as the Registrant's independent accountant.

         The audit reports of KPMG on the Registrant's consolidated financial
statements for the past two fiscal years did not contain an adverse opinion or
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles, except the reports of KPMG refer to the
Registrant's adoption of Statements of Financial Accounting Standards No. 141,
"Business Combinations", for purchase method business combinations completed
after June 30, 2001, No. 142, "Goodwill and Other Intangible Assets", effective
January 1, 2002, and No. 145, "Rescission of FASB Statements No. 4, 44 and 64,
Amendment of FASB Statement No. 13, and Technical Corrections," in 2002.

         During the two most recent fiscal years and through October 9, 2003,
there were no disagreements between the Registrant and KPMG as to any matter of
accounting principles or practices, financial statement disclosure, or audit
scope or procedure, which disagreement, if not resolved to the satisfaction of
KPMG, would have caused it to make reference to the subject matter of the
disagreement in its reports on the financial statements for such periods within
the meaning of Item 304(a)(1)(iv) of Regulation S-K.

         KPMG has furnished the Registrant with a letter addressed to the
Commission. A copy of this letter is included as Exhibit 16 to this Report on
Form 8-K.



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         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 October 15, 2003.


                                          DATA SYSTEMS & SOFTWARE INC.



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


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                                  EXHIBIT INDEX


Exhibits    Description
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16          Letter regarding change in certifying accountants.


                                       4

EX-16.1

                               [KPMG LETTERHEAD]

October 15, 2003

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously  principal  accountants  for Data Systems and Software,  Inc.
and, under the date of April 14, 2003, we reported on the consolidated financial
statements  of Data  Systems  and  Software,  Inc. as of and for the years ended
December 31, 2002 and 2001. On October 9, 2003,  we resigned.  We have read Data
Systems and Software,  Inc.'s  statements  included under Item 4 of its Form 8-K
dated October 15, 2003, and we agree with such statements.

Very truly yours,
KPMG LLP