10-Q/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         AMENDMENT NO. 1 ON FORM 10-Q/A

                                  TO FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

   FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004 COMMISSION FILE NUMBER 0-19771
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                          DATA SYSTEMS & SOFTWARE INC.
               (Exact name of registrant as specified in charter)
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           Delaware                                             22-2786081
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                              identification no.)

   200 Route 17, Mahwah, New Jersey                                  07430
Address of principal executive offices)                            (Zip code)

                                 (201) 529-2026
               Registrant's telephone number, including area code
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      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 |X| Yes |_| No

      Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).

                                | | Yes | X | No

Number of shares outstanding of the registrant's common stock, as of August 10,
2003: 7,921,691



                                Explanatory Note

      This Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2004 is being filed to include as Exhibits
31(a) and 31(b) thereto, certifications of the Chief Executive Officer and Chief
Financial Officer which comply with the form of certification required by Rule
13a-14(a).



                           PART II - Other information

Item 6: Exhibits and Reports on Form 8-K

      (a) Exhibits

         31(a)  Rule 13a-14(a) Certification by Chief Executive Officer

         31(b) Rule 13a-14(a) Certification by Chief Financial Officer

         32(a) Section 1350 Certification by Chief Executive Officer *

         32(b) Section 1350 Certification by Chief Financial Officer *

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* Previously filed. A signed original of this written statement required by
Section 906 has been provided to the Company and will be retained by the Company
and furnished to the Securities and Exchange Commission or its staff upon
request.

      (b) Reports on Form 8-K

         (i)   Report on Form 8-K, filed on April 5, 2004 (earliest event
               reported March 31, 2004): Item 5 was reported.

         (ii)  Report on Form 8-K, filed on April 19, 2004 (earliest event
               reported April 19, 2004): Item 5 was reported.

         (iii) Report on Form 8-K, filed on May 17, 2004 (earliest event
               reported May 17, 2004): Item 12 was reported.

         (iv)  Report on Form 8-K, filed on May 27, 2004 (earliest event
               reported May 25, 2004): Item 5 was reported.



                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused Amendment No. 1 to be signed on its behalf by its
Principal Financial Officer thereunto duly authorized.

                                  DATA SYSTEMS & SOFTWARE INC.

Dated:  August 10, 2004

                                  By: /s/ YACOV KAUFMAN
                                  --------------------------------------
                                      Yacov Kaufman
                                      Vice President and Chief Financial Officer

EX-31.A

                                                                   EXHIBIT 31(a)

      I, George Morgenstern, certify that:

      1. I have reviewed this report on Form 10-Q of Data Systems & Software
Inc.;

      2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;

      4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

      (a)   designed such disclosure controls and procedures, or caused such
            disclosure controls and procedure s to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

      (b)   evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      (c)   disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

      5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and to the audit committee of registrant's board of
directors (or persons performing the equivalent function):

      (a)   all significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      (b)   any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.

Dated:  August 10, 2004                         By: /s/ GEORGE MORGENSTERN
                                                    ----------------------------
                                                        George Morgenstern
                                                        Chief Executive Officer

EX-31.B

                                                                   EXHIBIT 31(b)

      I, Yacov Kaufman, the Chief Financial Officer of Data Systems & Software
Inc., certify that:

      1. I have reviewed this report on Form 10-Q of Data Systems & Software
Inc.;

      2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;

      4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

      (d)   designed such disclosure controls and procedures, or caused such
            disclosure controls and procedure s to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

      (e)   evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      (f)   disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

      5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and to the audit committee of registrant's board of
directors (or persons performing the equivalent function):

      (a)   all significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      (b)   any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.

Dated:  August 10, 2004                        By: /s/ YACOV KAUFMAN
                                                   ----------------------------
                                                       Yacov Kaufman
                                                       Chief Financial Officer