EXHIBIT
31.2
 
 I, Yacov
Kaufman, the Chief Financial Officer of Data Systems & Software Inc.,
certify that:
 1.
    I
      have reviewed this annual report,
      as amended by Amendment No. 1 thereto on Form 10K/A,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 report;4.
    The
      registrant's other certifying officer(s) 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 procedures 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)
    [Paragraph
      omitted in accordance with SEC transition instructions contained in SEC
      Release 34-47986];(c)
    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(d)
    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 (the
      registrant’s fourth fiscal quarter in the case of an annual report) 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(s) and I have disclosed, based on our most recent evaluation of
      internal control over financial reporting, to the registrant's auditors
      and the audit committee of the registrant's board of directors (or persons
      performing the equivalent functions):
 
 
 (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: May 2, 2005/s/ Yacov
      KaufmanYacov Kaufman
      Chief Financial
      Officer