As filed with the Securities and Exchange Commission on February ___, 2002
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             -----------------------

                          DATA SYSTEMS & SOFTWARE INC.
             (Exact name of registrant as specified in its charter)

   DELAWARE                                                      22-2786081
   (State of                                                   (I.R.S. Employer
incorporation)                                               Identification No.)

                                  200 ROUTE 17
                                MAHWAH, NJ 07430
                                 (201) 529-2026
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                                  -------------

             Data Systems & Software Inc. 1994 Stock Incentive Plan
                            (Full title of the plan)

                                  -------------

                               GEORGE MORGENSTERN
                          DATA SYSTEMS & SOFTWARE INC.
                                  200 ROUTE 17
                            MAHWAH, NEW JERSEY 07430
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   COPIES TO:

                              SHELDON KRAUSE, ESQ.
                        EHRENREICH EILENBERG & KRAUSE LLP
                               11 EAST 44TH STREET
                     NEW YORK, NEW YORK 10017 (212) 986-9700

                                  -------------


<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================
                                                                Proposed Maximum    Proposed Maximum    Amount of
                 Title of                     Amount to be       Offering Price        Aggregate      Registration
       Securities to be Registered             Registered           Per Share        Offering Price        Fee
===================================================================================================================
<S>                                         <C>         <C>          <C>               <C>               <C>
 Common Stock, par value $.01 per share     250,000(1), (2)          $5.45(3)          $1,362,500        $325.64
 -------------------------------------------------------------------------------------------------------------------
                                   Total:   250,000                    --              $1,362,500        $325.64
 ===================================================================================================================
</TABLE>

(1)  Pursuant to  Instruction  E of Form S-8,  we are filing  this  Registration
     Statement to register additional shares of our common stock issuable in the
     future  pursuant to options and other awards that may be hereafter  granted
     under  our 1994  Stock  Incentive  Plan,  for which we  previously  filed a
     Registration  Statement  with the  Securities  and Exchange  Commission  on
     October 16, 1998 (Registration No. 333-65799).

(2)  Represents shares that may be issued pursuant to restricted stock awards or
     upon the exercise of options that may hereafter be granted  pursuant to our
     1994 Stock  Incentive  Plan.  Pursuant to Rule 416 of the Securities Act of
     1933, this Registration Statement also registers an indeterminate number of
     additional  shares of our common stock that may become issuable pursuant to
     provisions of our 1994 Stock  Incentive  Plan relating to  adjustments  for
     recapitalization, stock dividends, etc.

(3)  Calculated  solely for the  purpose of  determining  the  registration  fee
     pursuant to Rules 457(c) and  457(h)(1)  based upon the average of the high
     and low sales price of our common stock,  as quoted through NASDAQ National
     Market, on February 5, 2002.


<PAGE>

                                EXPLANATORY NOTE


     We are filing this registration  statement in accordance with Instruction E
to Form S-8 to  register  additional  shares  of our  common  stock  that may be
issuable  pursuant to future  grants of options and other  awards under our 1994
Stock  Incentive  Plan, for which we previously  filed a registration  statement
with the  Securities and Exchange  Commission on October 16, 1998  (Registration
No. 333-65799).

     The  contents  of  our  1998  registration   statement,   Registration  No.
333-65799, are incorporated by reference into this registration statement.  This
Registration Statement contains the following:

     o    Required opinions and consents;

     o    Any  information  required  by Form S-8 that was not  required  in our
          October 1998 registration statement; and

     o    A revised reoffer prospectus (filed as an exhibit).

     As permitted by the rules of the Securities and Exchange  Commission,  this
Registration  Statement omits the  information  specified in Part I of Form S-8.
The documents  containing the information  specified in Part I will be delivered
to the participants in the plan as required by Rule 428(b) promulgated under the
Securities Act of 1933, as amended.  Such documents are not being filed with the
Securities and Exchange Commission as part of this Registration  Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of such Act.


<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission") by the Registrant,  Data Systems & Software Inc., a Delaware
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference in this registration
statement:

     (1)  Our Annual Report on Form 10-K for the fiscal year ended  December 31,
          2000 filed on April 2, 2001,  as  amended by  Amendment  No. 1 on Form
          10-K/A filed on April 30, 2001 and amended by Amendment  No. 2 on Form
          10-K/A filed on May 15, 2001.

     (2)  Our Quarterly Report on Form 10-Q for the three months ended March 31,
          2001, filed on May 15, 2001.

     (3)  Our  Quarterly  Report on Form 10-Q for the three and six months ended
          June 30, 2001, filed on August 7, 2001.

     (4)  Our Quarterly  Report on Form 10-Q for the three and nine months ended
          September 30, 2001, filed on November 14, 2001;

     (5)  Our  Current  Report  on Form 8-K dated  October  31,  2001,  filed on
          November 2, 2001;

     (6)  Our  Current  Report on Form 8-K dated  December  13,  2001,  filed on
          December 28, 2001;

     (7)  The  description  of  the  Company's  common  stock  contained  in our
          Registration  Statement on Form 8-A, declared  effective by the SEC on
          February  11,  1992,  which was filed  pursuant  to  Section 12 of the
          Exchange  Act,  and any  amendment  or report filed for the purpose of
          updating such description; and

     (8)  The description of our Common Stock Purchase  Rights  contained in our
          Registration  Statement on Form 8-A,  dated March 22, 1996,  which was
          filed pursuant to Section 12 of the Exchange Act, and any amendment or
          report filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares offered hereby have been sold or which
deregisters  all then remaining  unsold,  shall be deemed to be  incorporated by
reference in this  registration  statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for purposes of this  registration  statement to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is incorporated  or deemed to be incorporated by reference  herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.


                                      II-1

<PAGE>

Item 8. Exhibits.

Exhibit No.         Description of Exhibit
-----------         ----------------------

      5.1      Opinion of Ehrenreich Eilenberg & Krause LLP.

      23.1     Consent of KPMG LLP.

      23.2     Consent of Deloitte & Touche LLP.

      23.3     Consent of  Ehrenreich  Eilenberg & Krause LLP  (included in
               Exhibit 5.1 hereto).

      24.1     Powers of  Attorney   (included on  the signature  page  of  this
               Registration Statement).

      99.1     Reoffer Prospectus on Part I of Form S-3.


                                      II-2


<PAGE>

                                    SIGNATURE

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Township of Mahwah, State of New Jersey, on January 31, 2002.

                                        DATA SYSTEMS & SOFTWARE INC.


                                        By: s/George Morgenstern
                                            -------------------------------
                                            George Morgenstern
                                            Chairman of the Board, President
                                            and Chief Executive Officer


                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
George  Morgenstern  and Sheldon  Krause,  and each of them, his true and lawful
attorneys-in-fact and agents, with power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign any and
all  amendments  (including  post-effective  amendments)  to  this  Registration
Statement,  and to file the same,  with exhibits  thereto and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying  all that  said  attorneys-in-fact  and  agents or his  substitute  or
substitutes,  or any of them,  may  lawfully  do or  cause to be done by  virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been signed by the following persons on behalf of the
Registrant, in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
           Signature                                   Title                                      Date
           ---------                                   -----                                      ----

<S>                                       <C>                                                 <C>
s/George Morgenstern                      Chairman of the Board; President;
---------------------------------
     George Morgenstern                   Chief Executive Officer; Director                   January 31, 2002


s/Yacov Kaufman                           Vice President; Chief Financial                     January 31, 2002
---------------------------------
     Yacov Kaufman                        Officer; Principal Financial Officer;
                                          Principal Accounting Officer


s/Robert L. Kuhn                          Director                                            January 31, 2002
---------------------------------
     Robert L. Kuhn
</TABLE>


                                      II-3

<PAGE>

<TABLE>
<CAPTION>
           Signature                                   Title                                      Date
           ---------                                   -----                                      ----

<S>                                       <C>                                                 <C>
s/Allen I. Schiff                         Director                                            January 31, 2002
---------------------------------
     Allen I. Schiff


                                          Director                                            January 31, 2002
---------------------------------
     Maxwell M. Rabb


s/Shlomie Morgenstern                     Director                                            January 31, 2002
---------------------------------
     Shlomie Morgenstern


s/Sheldon Krause                          Director                                            January 31, 2002
---------------------------------
     Sheldon Krause


s/Howard Gutzmer                          Director                                            January 31, 2002
---------------------------------
     Howard Gutzmer


s/Susan Malley                            Director                                            January 31, 2002
---------------------------------
     Susan Malley
</TABLE>


                                      II-4
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{"company-data": {"conformed-name": "DATA SYSTEMS & SOFTWARE INC", "cik": "0000880984", "assigned-sic": "3674", "irs-number": "222786081", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82416", "film-number": "02532056"}, "business-address": {"street1": "200 RTE 17", "city": "MAHWAH", "state": "NJ", "zip": "07430", "phone": "2015292026"}, "mail-address": {"street1": "200 ROUTE 17", "city": "MAHWAH", "state": "NJ", "zip": "07430"}, "former-company": {"former-conformed-name": "DEFENSE SOFTWARE & SYSTEMS INC", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on February ___, 2002
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             -----------------------

                          DATA SYSTEMS & SOFTWARE INC.
             (Exact name of registrant as specified in its charter)

   DELAWARE                                                      22-2786081
   (State of                                                   (I.R.S. Employer
incorporation)                                               Identification No.)

                                  200 ROUTE 17
                                MAHWAH, NJ 07430
                                 (201) 529-2026
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                                  -------------

             Data Systems & Software Inc. 1994 Stock Incentive Plan
                            (Full title of the plan)

                                  -------------

                               GEORGE MORGENSTERN
                          DATA SYSTEMS & SOFTWARE INC.
                                  200 ROUTE 17
                            MAHWAH, NEW JERSEY 07430
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   COPIES TO:

                              SHELDON KRAUSE, ESQ.
                        EHRENREICH EILENBERG & KRAUSE LLP
                               11 EAST 44TH STREET
                     NEW YORK, NEW YORK 10017 (212) 986-9700

                                  -------------
CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                                Proposed Maximum    Proposed Maximum    Amount of
                 Title of                     Amount to be       Offering Price        Aggregate      Registration
       Securities to be Registered             Registered           Per Share        Offering Price        Fee
===================================================================================================================
Common Stock, par value $.01 per share     250,000(1), (2)          $5.45(3)          $1,362,500        $325.64
 -------------------------------------------------------------------------------------------------------------------
                                   Total:   250,000                    --              $1,362,500        $325.64
 ===================================================================================================================
(1)  Pursuant to  Instruction  E of Form S-8,  we are filing  this  Registration
     Statement to register additional shares of our common stock issuable in the
     future  pursuant to options and other awards that may be hereafter  granted
     under  our 1994  Stock  Incentive  Plan,  for which we  previously  filed a
     Registration  Statement  with the  Securities  and Exchange  Commission  on
     October 16, 1998 (Registration No. 333-65799).

(2)  Represents shares that may be issued pursuant to restricted stock awards or
     upon the exercise of options that may hereafter be granted  pursuant to our
     1994 Stock  Incentive  Plan.  Pursuant to Rule 416 of the Securities Act of
     1933, this Registration Statement also registers an indeterminate number of
     additional  shares of our common stock that may become issuable pursuant to
     provisions of our 1994 Stock  Incentive  Plan relating to  adjustments  for
     recapitalization, stock dividends, etc.

(3)  Calculated  solely for the  purpose of  determining  the  registration  fee
     pursuant to Rules 457(c) and  457(h)(1)  based upon the average of the high
     and low sales price of our common stock,  as quoted through NASDAQ National
     Market, on February 5, 2002.
EXPLANATORY NOTE

     We are filing this registration  statement in accordance with Instruction E
to Form S-8 to  register  additional  shares  of our  common  stock  that may be
issuable  pursuant to future  grants of options and other  awards under our 1994
Stock  Incentive  Plan, for which we previously  filed a registration  statement
with the  Securities and Exchange  Commission on October 16, 1998  (Registration
No. 333-65799).

     The  contents  of  our  1998  registration   statement,   Registration  No.
333-65799, are incorporated by reference into this registration statement.  This
Registration Statement contains the following:

     o    Required opinions and consents;

     o    Any  information  required  by Form S-8 that was not  required  in our
          October 1998 registration statement; and

     o    A revised reoffer prospectus (filed as an exhibit).

     As permitted by the rules of the Securities and Exchange  Commission,  this
Registration  Statement omits the  information  specified in Part I of Form S-8.
The documents  containing the information  specified in Part I will be delivered
to the participants in the plan as required by Rule 428(b) promulgated under the
Securities Act of 1933, as amended.  Such documents are not being filed with the
Securities and Exchange Commission as part of this Registration  Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of such Act.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission") by the Registrant,  Data Systems & Software Inc., a Delaware
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference in this registration
statement:

     (1)  Our Annual Report on Form 10-K for the fiscal year ended  December 31,
          2000 filed on April 2, 2001,  as  amended by  Amendment  No. 1 on Form
          10-K/A filed on April 30, 2001 and amended by Amendment  No. 2 on Form
          10-K/A filed on May 15, 2001.

     (2)  Our Quarterly Report on Form 10-Q for the three months ended March 31,
          2001, filed on May 15, 2001.

     (3)  Our  Quarterly  Report on Form 10-Q for the three and six months ended
          June 30, 2001, filed on August 7, 2001.

     (4)  Our Quarterly  Report on Form 10-Q for the three and nine months ended
          September 30, 2001, filed on November 14, 2001;

     (5)  Our  Current  Report  on Form 8-K dated  October  31,  2001,  filed on
          November 2, 2001;

     (6)  Our  Current  Report on Form 8-K dated  December  13,  2001,  filed on
          December 28, 2001;

     (7)  The  description  of  the  Company's  common  stock  contained  in our
          Registration  Statement on Form 8-A, declared  effective by the SEC on
          February  11,  1992,  which was filed  pursuant  to  Section 12 of the
          Exchange  Act,  and any  amendment  or report filed for the purpose of
          updating such description; and

     (8)  The description of our Common Stock Purchase  Rights  contained in our
          Registration  Statement on Form 8-A,  dated March 22, 1996,  which was
          filed pursuant to Section 12 of the Exchange Act, and any amendment or
          report filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares offered hereby have been sold or which
deregisters  all then remaining  unsold,  shall be deemed to be  incorporated by
reference in this  registration  statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for purposes of this  registration  statement to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is incorporated  or deemed to be incorporated by reference  herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

                                      II-1
Item 8. Exhibits.

Exhibit No.         Description of Exhibit
-----------         ----------------------

      5.1      Opinion of Ehrenreich Eilenberg & Krause LLP.

      23.1     Consent of KPMG LLP.

      23.2     Consent of Deloitte & Touche LLP.

      23.3     Consent of  Ehrenreich  Eilenberg & Krause LLP  (included in
               Exhibit 5.1 hereto).

      24.1     Powers of  Attorney   (included on  the signature  page  of  this
               Registration Statement).

      99.1     Reoffer Prospectus on Part I of Form S-3.

                                      II-2
SIGNATURE

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Township of Mahwah, State of New Jersey, on January 31, 2002.

                                        DATA SYSTEMS & SOFTWARE INC.

                                        By: s/George Morgenstern
                                            -------------------------------
                                            George Morgenstern
                                            Chairman of the Board, President
                                            and Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
George  Morgenstern  and Sheldon  Krause,  and each of them, his true and lawful
attorneys-in-fact and agents, with power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign any and
all  amendments  (including  post-effective  amendments)  to  this  Registration
Statement,  and to file the same,  with exhibits  thereto and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying  all that  said  attorneys-in-fact  and  agents or his  substitute  or
substitutes,  or any of them,  may  lawfully  do or  cause to be done by  virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been signed by the following persons on behalf of the
Registrant, in the capacities and on the dates indicated.
Signature                                   Title                                      Date
           ---------                                   -----                                      ----
s/George Morgenstern                      Chairman of the Board; President;
---------------------------------
     George Morgenstern                   Chief Executive Officer; Director                   January 31, 2002

s/Yacov Kaufman                           Vice President; Chief Financial                     January 31, 2002
---------------------------------
     Yacov Kaufman                        Officer; Principal Financial Officer;
                                          Principal Accounting Officer

s/Robert L. Kuhn                          Director                                            January 31, 2002
---------------------------------
     Robert L. Kuhn
II-3
Signature                                   Title                                      Date
           ---------                                   -----                                      ----
s/Allen I. Schiff                         Director                                            January 31, 2002
---------------------------------
     Allen I. Schiff

                                          Director                                            January 31, 2002
---------------------------------
     Maxwell M. Rabb

s/Shlomie Morgenstern                     Director                                            January 31, 2002
---------------------------------
     Shlomie Morgenstern

s/Sheldon Krause                          Director                                            January 31, 2002
---------------------------------
     Sheldon Krause

s/Howard Gutzmer                          Director                                            January 31, 2002
---------------------------------
     Howard Gutzmer

s/Susan Malley                            Director                                            January 31, 2002
---------------------------------
     Susan Malley
II-4