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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

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                                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).

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                           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.

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                                   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
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                                      Yacov Kaufman
                                      Vice President and Chief Financial Officer