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) August 12, 2005


                          DATA SYSTEMS & SOFTWARE INC.
             (Exact name of Registrant as Specified in its Charter)


          Delaware                       0-19771                22-2786081
       ----------------------------------------------------------------------
(State or Other Jurisdiction   (Commission file Number)     (IRS Employer
of Incorporation)                                           Identification No.)


                     200 Route 17, Mahwah, New Jersey 07430
               (Address of Principal Executive Offices) (Zip Code)


        Registrant's telephone number, including area code (201) 529-2026


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17
      CFR 240.14a-2)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))





Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

         On August 12, 2005, the Registrant announced its financial results for
the second quarter and six months ended June 30, 2005. The press release
relating to such announcement is filed as Exhibit 99.1 hereto.


Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c)      Exhibits

         99.1     Press Release dated August 12, 2005 announcing the financial
                  results.


                                   SIGNATURES


         Pursuant to the requirements 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 on this 17th day of August 2005.


                                  DATA SYSTEMS & SOFTWARE, INC.


                                  By:      /S/ GEORGE MORGENSTERN
                                           -----------------------
                                  Name:  George Morgenstern
                                  Title:  President and Chief Executive Officer



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