Exhibit 31.2

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

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

           2. Based on my knowledge,  this quarterly 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
quarterly report;

           3.  Based  on my  knowledge,  the  financial  statements,  and  other
financial  information included in this quarterly 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-14 and 15d-14) for the registrant and we have:

           (a)     designed such  disclosure  controls and  procedures 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 quarterly report is being prepared;

           (b)     evaluated the  effectiveness of the  registrant's  disclosure
                   controls and  procedures as of a date within 90 days prior to
                   the filing date of this  quarterly  report  (the  "Evaluation
                   Date"); and

           (c)     presented in this quarterly report our conclusions  about the
                   effectiveness of the disclosure controls and procedures based
                   on our evaluation as of the Evaluation Date;

           5. The registrant's  other certifying  officers and I have disclosed,
based on our most recent  evaluation,  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  in the design or operation of
                   internal   controls   which   could   adversely   affect  the
                   registrant's ability to record, process, summarize and report
                   financial  data  and  have  identified  for the  registrant's
                   auditors any material weaknesses in internal controls; and

           (b)     any fraud, whether or not material,  that involves management
                   or  other  employees  who  have  a  significant  role  in the
                   registrant's internal controls; and

           6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.




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