<PAGE>

   As filed with the Securities and Exchange Commission on September __, 1997
                                                            Registration No. 33-


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

                          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
--------------------------------------------------------------------------------
           (State or  Other Jurisdiction of Incorporation or Organization)
                                       7371
--------------------------------------------------------------------------------
                 (Primary Standard Industrial Classification Number)
                                   22-2786081
--------------------------------------------------------------------------------
                         (I.R.S. Employer Identification No.)
                     200 ROUTE 17, MAHWAH, NEW JERSEY           07430
--------------------------------------------------------------------------------
                 (Address of  Principal Executive Offices)    (Zip Code)
                             DATA SYSTEMS & SOFTWARE INC.
                              1994 STOCK INCENTIVE PLAN
--------------------------------------------------------------------------------
                               (Full Title of The Plan)
                                  GEORGE MORGENSTERN
                   CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                       200 ROUTE 17, MAHWAH, NEW JERSEY, 07430
--------------------------------------------------------------------------------
                       (Name and Address of Agent For Service)
                                     201-529-2026
--------------------------------------------------------------------------------
            (Telephone Number, Including Area Code, of Agent For Service)


          A copy of all communications, including communications sent to the
                    agent for service, should be sent to:


                               JOSEPH EHRENREICH, ESQ.
                                 EHRENREICH & KRAUSE
                             1140 AVENUE OF THE AMERICAS
                                NEW YORK, N.Y.  10036
                                    (212) 302-8050
                               _______________________

<PAGE>


<TABLE>
<CAPTION>

                                                CALCULATION OF REGISTRATION FEE

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

                                                                  PROPOSED MAXIMUM    PROPOSED MAXIMUM 
               TITLE OF                                            OFFERING PRICE         AGGREGATE          AMOUNT OF 
      SECURITIES TO BE REGISTERED         AMOUNT TO BE REGISTERED     PER SHARE        OFFERING PRICE     REGISTRATION FEE

<S>                                        <C>                       <C>               <C>                  <C>
COMMON STOCK, PAR VALUE $.01 PER SHARE            985,000(1)          $6.48(2)            $6,382,800           ---

COMMON STOCK, PAR VALUE $.01 PER SHARE            365,000 SHARES(3)   $5.98(4)            $2,182,700           --- 

                                        TOTAL:  1,350,000               ---               $8,565,500          $2,596

</TABLE>

(1) Represents shares that may hereafter be issued upon exercise of options
    that have heretofore been granted pursuant to the 1994 Stock Incentive Plan
    of the Registrant (the "Plan").This Registration Statement also registers
    an indeterminate number of shares of Common Stock which may become issuable
    pursuant to the antidilution provisions of the Plan.

(2) Calculated solely for the purpose of determining the registration fee
    pursuant to Rule 457(h)(1) based upon the weighted average exercise price
    of the outstanding options.

(3) Represents shares that may hereafter be issued upon exercise of options
    that may hereafter be granted pursuant to the Plan.

(4) 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 the Company's Common Stock, as quoted through NASDAQ
    National Market, on September 22, 1997


                                       2

<PAGE>

                                        PART I

                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


                                   EXPLANATORY NOTE


    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.

    The Prospectus that is being filed with this Registration Statement has
been prepared in accordance with the requirements of General Instruction C to
Form S-8 and Part I of Form S-3, and may be used for reofferings of Common Stock
acquired by persons named therein pursuant to the exercise of options granted
under the Registrant's 1994 Stock Incentive Plan.

<PAGE>

PROSPECTUS

                                   1,350,000 Shares

                            DATA SYSTEMS & SOFTWARE, INC.


                                     COMMON STOCK

    This Prospectus relates to up to 1,350,000 shares of Common Stock (the
"Common Stock") of  Data Systems & Software Inc. (the "Company") that may from
time to time be sold by one or more of the selling stockholders identified in
this Prospectus or  in a supplement hereto  (the "Selling Stockholders").  See
"Selling Stockholders."  All of the shares to which this Prospectus relates are
(i) issued and outstanding shares which have been issued pursuant to restricted
stock awards pursuant to the Company's 1994 Stock Incentive Plan (the "Plan") or
(ii) authorized and unissued shares of Common Stock that may hereafter be
acquired by Selling Stockholders pursuant to the Plan.  The Company will not
receive any of the proceeds from the sales of shares of Common Stock by the
Selling Stockholders. However, the Company will receive the proceeds from any
exercise of stock options granted or to be granted pursuant to the Plan.  See
"Use of Proceeds."

    The Common Stock offered by the Selling Stockholders (the "Shares") may be
sold from time to time by the Selling Stockholders directly to purchasers or,
alternatively, may be offered from time to time through agents, brokers, dealers
or underwriters, who may receive compensation in the form of concessions or
commissions from the Selling Stockholders or purchasers of the Shares (which
compensation may be in excess of customary commissions).  Sales of the Shares
may be made in one or more transactions through the Nasdaq Stock Market,
otherwise in the over-the-counter market, in privately negotiated transactions
or otherwise, and such sales may be made at the market price prevailing at the
time of sale, a price related to such prevailing market price or a negotiated
price.

    Any brokers, dealers or agents that participate in the distribution of the
Shares may be deemed to be underwriters and any commissions received by them and
any profit on the resale of such shares positioned by them might be deemed to be
underwriting discounts and commissions under the Securities Act of 1933.

    The Company will  pay all costs and expenses incurred by it in connection
with the registration of the Shares under the Securities Act of 1933.  The
Selling Stockholders will pay the costs associated with any sale of Shares,
including any discounts, commissions and applicable transfer taxes.

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

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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




                  The date of this Prospectus is September __, 1997.

<PAGE>


    Data Systems & Software Inc. was incorporated in the State of Delaware in
1986.  Its executive offices are located at 200 Route 17, Mahwah, New Jersey
07430, and its telephone number is (201) 529-2026.

    No person is authorized to give any information or to make any
representation not contained or incorporated by reference in this Prospectus,
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Company.  This Prospectus does not
constitute an offer to sell or a solicitation of an offer by buy any securities
other than the registered securities to which it relates or an offer of any
securities in any jurisdiction to any person where such an offer would be
unlawful.  Neither the delivery of this Prospectus nor any sales made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.


                                AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission").  Such reports, proxy statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Regional Offices of the Commission at Seven
World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511.  Copies of such material can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.  Such material is also
available electronically through the Web site maintained by the Commission at
http//www.sec.gov.

    The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock offered hereby.  This Prospectus does not contain
all the information set forth in the Registration Statement  and the exhibits
thereto, as permitted by the rules and regulations of the Commission.  For
further information with respect to the Company and the Common Stock reference
is hereby made to such Registration Statement and the exhibits filed therewith
or incorporated therein by reference.  The Registration Statement, including the
exhibits filed therewith or incorporated therein by reference, may be inspected
without charge at the public reference facilities maintained by the Commission
and at the Commission's regional offices at the addresses stated above or
electronically through the Web site at http//:www.sec.gov.  Copies of these
documents may be obtained from the Public Reference Section of the Commission at
its office in Washington, D.C., set forth above at prescribed rates.


                                       2

<PAGE>


                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The following documents filed with the Commission are incorporated into
this Prospectus by reference:

    (1)  The Company's Annual Report on Form 10-K for the year ended December
         31, 1996, as amended by Amendment No. 1 thereto on Form 10-K/A.
    (2)  The Company's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 1997.
    (3)  The Company's Quarterly Report on Form 10-Q for the quarter ended June
         30, 1997.
    (4)  The description of the Common Stock set forth in the Company's
         Registration Statement on Form 8-A, declared effective by the
         Commission on February 11, 1992, and any amendment or report filed for
         the purpose of updating such description.
    (5)  The description of the Company's Stock Purchase Rights as set forth in
         the Company's Registration Statement on Form 8-A, dated March 22,
         1996, and any amendment or report filed for the purpose of updating
         such description.

    All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
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 Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
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 Prospectus.

    The Company will furnish without charge to each person (including any
beneficial owner) to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any of the documents incorporated herein by
reference (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates).  Requests for copies of such documents should be directed to the
Company, 200 Route 17, Mahwah, New Jersey 07430, Attention:  Secretary,
telephone (201) 529-2026.


                                   USE OF PROCEEDS

    The Company will not receive any proceeds from the sale of the Shares by
the Selling  Stockholders.  The Company may, in the future, receive proceeds
from the exercise of the options referenced in this Prospectus, but only if such
options are exercised and then only in an amount equal to the exercise price
thereof multiplied by the number of options exercised.


                                       3

<PAGE>

                                 SELLING STOCKHOLDERS  

    The persons that may offer Shares pursuant to this Prospectus (the "Selling
Stockholders) are persons that have heretofore been granted, or may hereafter be
granted, options pursuant to the Company's 1994 Stock Incentive Plan (the
"Plan").  All of the 1,350,000 shares of Common Stock of the Company offered by
this Prospectus are being offered for the account of the Selling Stockholders.
All of such shares are shares that have been or may hereafter be acquired by
Selling Stockholders pursuant to the Plan as restricted stock or upon the
exercise of options that have heretofore been granted, or may hereafter be
granted.

    Based upon information currently available to the Company, the following 
table sets forth with respect to each person named therein, as of
September 19, 1997 (i) such person's current position with the Company, (ii)
the aggregate number of shares of Common Stock heretofore issued to such person
pursuant to restricted stock awards under the Plan (such shares being 
referred to as "Restricted Shares"), (iii) the aggregate number of shares of 
Common Stock underlying unexercised options heretofore granted to such person 
(such shares being referred to as "Underlying Shares") and (iv) the aggregate 
number of issued and outstanding shares of Common Stock owned by such person, 
including Restricted Shares (such shares being referred to as "Shares 
Owned").  The Company may, from time to time, amend such table (by means of a 
supplement to this Prospectus) in order to (a) name additional officers and 
directors as Selling Shareholders and/or (b) reflect changes in the aggregate 
number of shares of Common Stock underlying unexercised options granted to 
such persons, which change results from the granting of additional options 
under the Plan.

<TABLE>
<CAPTION>

                                      NUMBER OF            NUMBER OF SHARES      
                                  RESTRICTED SHARES           UNDERLYING           NUMBER OF
NAME                           ISSUED PURSUANT TO PLAN      PLAN OPTIONS          SHARES OWNED

<S>                              <C>                        <C>                     <C>
Samuel Fogel,                             --                   200,000                 --
  DIRECTOR AND EXECUTIVE
  VICE PRESIDENT

Yacov Kaufman,                            --                    45,000                 --
  VICE PRESIDENT AND
  CHIEF FINANCIAL OFFICER

Robert L. Kuhn,                           --                   200,000               192,656
  DIRECTOR AND VICE
  CHAIRMAN OF THE BOARD

George Morgenstern,                     100,000                200,000               179,239
  DIRECTOR, CHAIRMAN  OF
  THE BOARD,  PRESIDENT
  AND CHIEF EXECUTIVE
  OFFICER

David Weldler,                            --                    10,000                  --
  VICE PRESIDENT
</TABLE>

                                       4

<PAGE>


    This Prospectus covers the sale by the Selling Stockholders identified in
the table above as such table may be amended from time to time by means of a
supplement hereto) of any or all (i) Restricted Shares which are currently held
or may hereafter be issued under the Plan or (ii)Underlying Shares that may
hereafter be acquired upon the exercise of options which are currently held or
may hereafter be granted  under the Plan.

                                 PLAN OF DISTRIBUTION

    The Selling Stockholders are offering the Shares for their own account, and
not for the account of the Company.  The Company will not receive any proceeds
from the sale of the Shares by the Selling Stockholders. See "Use of Proceeds."

    The Shares offered by the Selling Stockholders may be sold from time to
time by the Selling Stockholders directly to purchasers or, alternatively, may
be offered from time to time through agents, brokers, dealers or underwriters,
who may receive compensation in the form of concessions or commissions from the
Selling Stockholder or purchasers of the Shares (which compensation may be in
excess of customary commissions).  Sales of the Shares may be made in one or
more transactions through The Nasdaq Stock Market, otherwise in the
over-the-counter market, or in privately negotiated transactions or otherwise,
and such sales may be made at the market price prevailing at the time of sale, a
price related to such prevailing market price or a negotiated price.

    Under the Exchange Act and the regulations thereunder, any person engaged
in a distribution of the shares of Common Stock of the Company offered by this
Prospectus may not simultaneously engage in market making activities with
respect to the Common Stock of the Company during the applicable "cooling off"
periods prior to the commencement of such distribution.  In addition, and
without limiting the foregoing, each Selling Stockholder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder including, without limitation, Rules 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of Common Stock by the
Selling Stockholder.

    To the extent required, the Company will use its best efforts to file,
during any period in which offers or sales are being made, one or more
supplements to this Prospectus to describe any material information with respect
to the plan of distribution not previously disclosed in this Prospectus or any
material change to such information in this Prospectus. 


                               VALIDITY OF COMMON STOCK

    The validity of the shares of Common Stock that may be offered hereby has
been passed upon for the Company by Ehrenreich & Krause, 1140 Avenue of the
Americas, New York, New York  10036.  Sheldon Krause, a partner in Ehrenreich &
Krause, is a member of the Board of Directors of the Company, a member of its
Audit and Stock Option Committees and the son-in-law of George Morgenstern,
Chairman of the Board, President and Chief Executive Officer of the Company.

                                       5


<PAGE>

                                       EXPERTS

    The financial statements and financial statement schedules of the Company
incorporated in this Prospectus by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 have been examined by Igal
Brightman & Co., independent public accountants, as indicated in their reports
with respect thereto, and are included herein in reliance upon the authority of
said firm as experts in accounting and auditing in giving said report.

                                       6

<PAGE>


                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN 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)  The Company's Annual Report on Form 10-K for the year ended
              December 31, 1996, as amended by Amendment No. 1 thereto on Form
              10-K/A.
         (2)  The Company's Quarterly Report on Form 10-Q for the quarter ended
              March 31, 1997.
         (3)  The Company's Quarterly Report on Form 10-Q for the quarter ended
              June 30, 1997.
         (4)  The description of the Common Stock set forth in the Company's
              Registration Statement on Form 8-A, declared effective by the
              Commission on February 11, 1992, and any amendment or report
              filed for the purpose of updating such description.
         (5)  The description of the Company's Common Stock Purchase Rights as
              set forth in the Company's Registration Statement on Form 8-A
              dated March 22, 1996, 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 of Common Stock 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.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

                                       II-1

<PAGE>


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of Common Stock registered hereby has been
passed upon for the Company by Ehrenreich & Krause, 1140 Avenue of the Americas,
New York, New York  10036.  Sheldon Krause, a partner in Ehrenreich & Krause, is
a member of the Board of Directors of the Company, a member of its Audit and
Stock Option Committee and the son-in-law of George Morgenstern, Chairman of the
Board, President and Chief Executive Officer of the Company. 


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Certificate of Incorporation and the By-Laws of the Company
provide that the Company shall indemnify its officers, directors and certain
others to the fullest extent permitted by the Delaware General Corporation Law
("DGCL").  Section 145 of the DGCL provides that the Company, as a Delaware
corporation, is empowered by Section 145 of the DGCL, subject to the procedures
and limitations stated therein, to indemnify any person against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any threatened,
pending or completed action, suit or proceeding (including a derivative action)
in which such person is made a party by reason of his being or having been a
director, officer, employee or agent of the Company (each, an "Indemnitee"); 
provided that the right of an Indemnitee to receive indemnification is subject
to the following limitations: (i) an Indemnitee is not entitled to
indemnification unless he acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such conduct was unlawful and (ii) in the case of a derivative action, an
Indemnitee is not entitled to indemnification in the event that he is judged to
be liable to the Company (unless and only to the extent that the court
determines that the Indemnitee is fairly and reasonably entitled to
indemnification for such expenses as the court deems proper).  The statute
provides that indemnification pursuant to its provisions is not exclusive of
other rights of indemnification to which a person may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors, or
otherwise.  

         Pursuant to Section 145 of the DGCL, the Company has purchased
insurance on behalf of its present and former directors and officers against any
liability asserted against or incurred by them in such capacity or arising out
of their status as such.

         In accordance with Section 102(b)(7) of the DGCL, the Certificate of
Incorporation of the Company eliminates the personal liability of the Company's
directors to the Company or its stockholders for monetary damages for breach of
their fiduciary duties as a director, with certain limited exceptions set forth
in said Section 102(b)(7).


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

                                       II-2

<PAGE>

ITEM 8.  EXHIBITS.

EXHIBIT NO.        DESCRIPTION OF EXHIBIT

    4.1  Certificate of Incorporation of the Registrant, with amendments
         thereto (incorporated herein by reference to Exhibit 3.1 to the
         Registrant's Registration Statement on Form S-1 (File No. 33-70482),
         as amended).
    4.2  By-Laws of the Registrant (incorporated herein by reference to Exhibit
         3.2 to the Registrant's Registration Statement on Form S-1 (File No.
         33-44027), as amended).
    4.3  Amendments to the By-laws of the Registrant adopted December 27, 1994
         (incorporated by reference to Exhibit 3.3 of the Registrant's Current
         Report on Form 8-K dated January 10, 1995).
    5.1  Opinion of Ehrenreich & Krause.
    24.1 Consent of Ehrenreich & Krause (included in Exhibit 5.1 hereto).

    24.2 Consent of Igal Brightman & Co.

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

ITEM 9.  REQUIRED UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

              (a)(1)  to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                     (i)  to include any prospectus required by Section
    10(a)(3) of the Securities Act of 1933;

                    (ii)  to reflect in the prospectus any facts or events
    arising after the effective date of the registration statement (or the most
    recent post-effective amendment thereof) which, individually or in the
    aggregate, represents a fundamental change in the information set forth in
    the registration statement; and

                   (iii)  to include any material information with respect to
    the plan of distribution not previously disclosed in the registration
    statement or any material change to such information in the registration
    statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                                       II-3

<PAGE>


                 (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.

                 (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

              (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

              (c)  Insofar as indemnification for liabilities arising under the
Securities Act of  1933, as amended (the "Securities Act"), may be permitted to
directors, officers or controlling persons of the Registrant pursuant to any
arrangement, provision or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       II-4

<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 September 19,
1997.

                             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, Robert L. Kuhn 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;    September 19, 1997
----------------------       Director; Chief Executive Officer
    George Morgenstern

/s/ Yacov Kaufman            Vice President; Chief Financial      September 19, 1997
-----------------            Officer; Principal Financial Officer; 
    Yacov Kaufman            Principal Accounting Officer


/s/ Robert L. Kuhn           Director                             September 19, 1997
------------------
    Robert L. Kuhn


-----------------------      Director                             September __, 1997
    Allen I. Schiff


/s/ Maxwell M. Rabb          Director                             September 19, 1997
-------------------
    Maxwell M. Rabb


/s/ Samuel Fogel             Director                             September 19, 1997
----------------
    Samuel Fogel

</TABLE>
                                       II-5

<PAGE>

<TABLE>

<S>                        <C>                                    <C>
/s/ Sheldon Krause           Director                             September 19, 1997
------------------
    Sheldon Krause

/s/ Harvey Eisenberger
----------------------       Director                             September 19, 1997
    Harvey Eisenberger

</TABLE>

                                       II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 35980}]
{"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": "333-36159", "film-number": "97684115"}, "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 September __, 1997
                                                            Registration No. 33-

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

                          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
--------------------------------------------------------------------------------
           (State or  Other Jurisdiction of Incorporation or Organization)
                                       7371
--------------------------------------------------------------------------------
                 (Primary Standard Industrial Classification Number)
                                   22-2786081
--------------------------------------------------------------------------------
                         (I.R.S. Employer Identification No.)
                     200 ROUTE 17, MAHWAH, NEW JERSEY           07430
--------------------------------------------------------------------------------
                 (Address of  Principal Executive Offices)    (Zip Code)
                             DATA SYSTEMS & SOFTWARE INC.
                              1994 STOCK INCENTIVE PLAN
--------------------------------------------------------------------------------
                               (Full Title of The Plan)
                                  GEORGE MORGENSTERN
                   CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                       200 ROUTE 17, MAHWAH, NEW JERSEY, 07430
--------------------------------------------------------------------------------
                       (Name and Address of Agent For Service)
                                     201-529-2026
--------------------------------------------------------------------------------
            (Telephone Number, Including Area Code, of Agent For Service)

          A copy of all communications, including communications sent to the
                    agent for service, should be sent to:

                               JOSEPH EHRENREICH, ESQ.
                                 EHRENREICH & KRAUSE
                             1140 AVENUE OF THE AMERICAS
                                NEW YORK, N.Y.  10036
                                    (212) 302-8050
                               _______________________
CALCULATION OF REGISTRATION FEE

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

                                                                  PROPOSED MAXIMUM    PROPOSED MAXIMUM 
               TITLE OF                                            OFFERING PRICE         AGGREGATE          AMOUNT OF 
      SECURITIES TO BE REGISTERED         AMOUNT TO BE REGISTERED     PER SHARE        OFFERING PRICE     REGISTRATION FEE
COMMON STOCK, PAR VALUE $.01 PER SHARE            985,000(1)          $6.48(2)            $6,382,800           ---

COMMON STOCK, PAR VALUE $.01 PER SHARE            365,000 SHARES(3)   $5.98(4)            $2,182,700           --- 

                                        TOTAL:  1,350,000               ---               $8,565,500          $2,596
(1) Represents shares that may hereafter be issued upon exercise of options
    that have heretofore been granted pursuant to the 1994 Stock Incentive Plan
    of the Registrant (the "Plan").This Registration Statement also registers
    an indeterminate number of shares of Common Stock which may become issuable
    pursuant to the antidilution provisions of the Plan.

(2) Calculated solely for the purpose of determining the registration fee
    pursuant to Rule 457(h)(1) based upon the weighted average exercise price
    of the outstanding options.

(3) Represents shares that may hereafter be issued upon exercise of options
    that may hereafter be granted pursuant to the Plan.

(4) 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 the Company's Common Stock, as quoted through NASDAQ
    National Market, on September 22, 1997

                                       2
PART I

                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                   EXPLANATORY NOTE

    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.

    The Prospectus that is being filed with this Registration Statement has
been prepared in accordance with the requirements of General Instruction C to
Form S-8 and Part I of Form S-3, and may be used for reofferings of Common Stock
acquired by persons named therein pursuant to the exercise of options granted
under the Registrant's 1994 Stock Incentive Plan.
PROSPECTUS

                                   1,350,000 Shares

                            DATA SYSTEMS & SOFTWARE, INC.

                                     COMMON STOCK

    This Prospectus relates to up to 1,350,000 shares of Common Stock (the
"Common Stock") of  Data Systems & Software Inc. (the "Company") that may from
time to time be sold by one or more of the selling stockholders identified in
this Prospectus or  in a supplement hereto  (the "Selling Stockholders").  See
"Selling Stockholders."  All of the shares to which this Prospectus relates are
(i) issued and outstanding shares which have been issued pursuant to restricted
stock awards pursuant to the Company's 1994 Stock Incentive Plan (the "Plan") or
(ii) authorized and unissued shares of Common Stock that may hereafter be
acquired by Selling Stockholders pursuant to the Plan.  The Company will not
receive any of the proceeds from the sales of shares of Common Stock by the
Selling Stockholders. However, the Company will receive the proceeds from any
exercise of stock options granted or to be granted pursuant to the Plan.  See
"Use of Proceeds."

    The Common Stock offered by the Selling Stockholders (the "Shares") may be
sold from time to time by the Selling Stockholders directly to purchasers or,
alternatively, may be offered from time to time through agents, brokers, dealers
or underwriters, who may receive compensation in the form of concessions or
commissions from the Selling Stockholders or purchasers of the Shares (which
compensation may be in excess of customary commissions).  Sales of the Shares
may be made in one or more transactions through the Nasdaq Stock Market,
otherwise in the over-the-counter market, in privately negotiated transactions
or otherwise, and such sales may be made at the market price prevailing at the
time of sale, a price related to such prevailing market price or a negotiated
price.

    Any brokers, dealers or agents that participate in the distribution of the
Shares may be deemed to be underwriters and any commissions received by them and
any profit on the resale of such shares positioned by them might be deemed to be
underwriting discounts and commissions under the Securities Act of 1933.

    The Company will  pay all costs and expenses incurred by it in connection
with the registration of the Shares under the Securities Act of 1933.  The
Selling Stockholders will pay the costs associated with any sale of Shares,
including any discounts, commissions and applicable transfer taxes.

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

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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

                  The date of this Prospectus is September __, 1997.
Data Systems & Software Inc. was incorporated in the State of Delaware in
1986.  Its executive offices are located at 200 Route 17, Mahwah, New Jersey
07430, and its telephone number is (201) 529-2026.

    No person is authorized to give any information or to make any
representation not contained or incorporated by reference in this Prospectus,
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Company.  This Prospectus does not
constitute an offer to sell or a solicitation of an offer by buy any securities
other than the registered securities to which it relates or an offer of any
securities in any jurisdiction to any person where such an offer would be
unlawful.  Neither the delivery of this Prospectus nor any sales made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.

                                AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission").  Such reports, proxy statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Regional Offices of the Commission at Seven
World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511.  Copies of such material can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.  Such material is also
available electronically through the Web site maintained by the Commission at
http//www.sec.gov.

    The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock offered hereby.  This Prospectus does not contain
all the information set forth in the Registration Statement  and the exhibits
thereto, as permitted by the rules and regulations of the Commission.  For
further information with respect to the Company and the Common Stock reference
is hereby made to such Registration Statement and the exhibits filed therewith
or incorporated therein by reference.  The Registration Statement, including the
exhibits filed therewith or incorporated therein by reference, may be inspected
without charge at the public reference facilities maintained by the Commission
and at the Commission's regional offices at the addresses stated above or
electronically through the Web site at http//:www.sec.gov.  Copies of these
documents may be obtained from the Public Reference Section of the Commission at
its office in Washington, D.C., set forth above at prescribed rates.

                                       2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The following documents filed with the Commission are incorporated into
this Prospectus by reference:

    (1)  The Company's Annual Report on Form 10-K for the year ended December
         31, 1996, as amended by Amendment No. 1 thereto on Form 10-K/A.
    (2)  The Company's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 1997.
    (3)  The Company's Quarterly Report on Form 10-Q for the quarter ended June
         30, 1997.
    (4)  The description of the Common Stock set forth in the Company's
         Registration Statement on Form 8-A, declared effective by the
         Commission on February 11, 1992, and any amendment or report filed for
         the purpose of updating such description.
    (5)  The description of the Company's Stock Purchase Rights as set forth in
         the Company's Registration Statement on Form 8-A, dated March 22,
         1996, and any amendment or report filed for the purpose of updating
         such description.

    All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
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 Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
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 Prospectus.

    The Company will furnish without charge to each person (including any
beneficial owner) to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any of the documents incorporated herein by
reference (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates).  Requests for copies of such documents should be directed to the
Company, 200 Route 17, Mahwah, New Jersey 07430, Attention:  Secretary,
telephone (201) 529-2026.

                                   USE OF PROCEEDS

    The Company will not receive any proceeds from the sale of the Shares by
the Selling  Stockholders.  The Company may, in the future, receive proceeds
from the exercise of the options referenced in this Prospectus, but only if such
options are exercised and then only in an amount equal to the exercise price
thereof multiplied by the number of options exercised.

                                       3
SELLING STOCKHOLDERS  

    The persons that may offer Shares pursuant to this Prospectus (the "Selling
Stockholders) are persons that have heretofore been granted, or may hereafter be
granted, options pursuant to the Company's 1994 Stock Incentive Plan (the
"Plan").  All of the 1,350,000 shares of Common Stock of the Company offered by
this Prospectus are being offered for the account of the Selling Stockholders.
All of such shares are shares that have been or may hereafter be acquired by
Selling Stockholders pursuant to the Plan as restricted stock or upon the
exercise of options that have heretofore been granted, or may hereafter be
granted.

    Based upon information currently available to the Company, the following 
table sets forth with respect to each person named therein, as of
September 19, 1997 (i) such person's current position with the Company, (ii)
the aggregate number of shares of Common Stock heretofore issued to such person
pursuant to restricted stock awards under the Plan (such shares being 
referred to as "Restricted Shares"), (iii) the aggregate number of shares of 
Common Stock underlying unexercised options heretofore granted to such person 
(such shares being referred to as "Underlying Shares") and (iv) the aggregate 
number of issued and outstanding shares of Common Stock owned by such person, 
including Restricted Shares (such shares being referred to as "Shares 
Owned").  The Company may, from time to time, amend such table (by means of a 
supplement to this Prospectus) in order to (a) name additional officers and 
directors as Selling Shareholders and/or (b) reflect changes in the aggregate 
number of shares of Common Stock underlying unexercised options granted to 
such persons, which change results from the granting of additional options 
under the Plan.
NUMBER OF            NUMBER OF SHARES      
                                  RESTRICTED SHARES           UNDERLYING           NUMBER OF
NAME                           ISSUED PURSUANT TO PLAN      PLAN OPTIONS          SHARES OWNED
Samuel Fogel,                             --                   200,000                 --
  DIRECTOR AND EXECUTIVE
  VICE PRESIDENT

Yacov Kaufman,                            --                    45,000                 --
  VICE PRESIDENT AND
  CHIEF FINANCIAL OFFICER

Robert L. Kuhn,                           --                   200,000               192,656
  DIRECTOR AND VICE
  CHAIRMAN OF THE BOARD

George Morgenstern,                     100,000                200,000               179,239
  DIRECTOR, CHAIRMAN  OF
  THE BOARD,  PRESIDENT
  AND CHIEF EXECUTIVE
  OFFICER

David Weldler,                            --                    10,000                  --
  VICE PRESIDENT
4
This Prospectus covers the sale by the Selling Stockholders identified in
the table above as such table may be amended from time to time by means of a
supplement hereto) of any or all (i) Restricted Shares which are currently held
or may hereafter be issued under the Plan or (ii)Underlying Shares that may
hereafter be acquired upon the exercise of options which are currently held or
may hereafter be granted  under the Plan.

                                 PLAN OF DISTRIBUTION

    The Selling Stockholders are offering the Shares for their own account, and
not for the account of the Company.  The Company will not receive any proceeds
from the sale of the Shares by the Selling Stockholders. See "Use of Proceeds."

    The Shares offered by the Selling Stockholders may be sold from time to
time by the Selling Stockholders directly to purchasers or, alternatively, may
be offered from time to time through agents, brokers, dealers or underwriters,
who may receive compensation in the form of concessions or commissions from the
Selling Stockholder or purchasers of the Shares (which compensation may be in
excess of customary commissions).  Sales of the Shares may be made in one or
more transactions through The Nasdaq Stock Market, otherwise in the
over-the-counter market, or in privately negotiated transactions or otherwise,
and such sales may be made at the market price prevailing at the time of sale, a
price related to such prevailing market price or a negotiated price.

    Under the Exchange Act and the regulations thereunder, any person engaged
in a distribution of the shares of Common Stock of the Company offered by this
Prospectus may not simultaneously engage in market making activities with
respect to the Common Stock of the Company during the applicable "cooling off"
periods prior to the commencement of such distribution.  In addition, and
without limiting the foregoing, each Selling Stockholder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder including, without limitation, Rules 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of Common Stock by the
Selling Stockholder.

    To the extent required, the Company will use its best efforts to file,
during any period in which offers or sales are being made, one or more
supplements to this Prospectus to describe any material information with respect
to the plan of distribution not previously disclosed in this Prospectus or any
material change to such information in this Prospectus. 

                               VALIDITY OF COMMON STOCK

    The validity of the shares of Common Stock that may be offered hereby has
been passed upon for the Company by Ehrenreich & Krause, 1140 Avenue of the
Americas, New York, New York  10036.  Sheldon Krause, a partner in Ehrenreich &
Krause, is a member of the Board of Directors of the Company, a member of its
Audit and Stock Option Committees and the son-in-law of George Morgenstern,
Chairman of the Board, President and Chief Executive Officer of the Company.

                                       5
EXPERTS

    The financial statements and financial statement schedules of the Company
incorporated in this Prospectus by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 have been examined by Igal
Brightman & Co., independent public accountants, as indicated in their reports
with respect thereto, and are included herein in reliance upon the authority of
said firm as experts in accounting and auditing in giving said report.

                                       6
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN 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)  The Company's Annual Report on Form 10-K for the year ended
              December 31, 1996, as amended by Amendment No. 1 thereto on Form
              10-K/A.
         (2)  The Company's Quarterly Report on Form 10-Q for the quarter ended
              March 31, 1997.
         (3)  The Company's Quarterly Report on Form 10-Q for the quarter ended
              June 30, 1997.
         (4)  The description of the Common Stock set forth in the Company's
              Registration Statement on Form 8-A, declared effective by the
              Commission on February 11, 1992, and any amendment or report
              filed for the purpose of updating such description.
         (5)  The description of the Company's Common Stock Purchase Rights as
              set forth in the Company's Registration Statement on Form 8-A
              dated March 22, 1996, 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 of Common Stock 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.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

                                       II-1
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of Common Stock registered hereby has been
passed upon for the Company by Ehrenreich & Krause, 1140 Avenue of the Americas,
New York, New York  10036.  Sheldon Krause, a partner in Ehrenreich & Krause, is
a member of the Board of Directors of the Company, a member of its Audit and
Stock Option Committee and the son-in-law of George Morgenstern, Chairman of the
Board, President and Chief Executive Officer of the Company. 

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Certificate of Incorporation and the By-Laws of the Company
provide that the Company shall indemnify its officers, directors and certain
others to the fullest extent permitted by the Delaware General Corporation Law
("DGCL").  Section 145 of the DGCL provides that the Company, as a Delaware
corporation, is empowered by Section 145 of the DGCL, subject to the procedures
and limitations stated therein, to indemnify any person against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any threatened,
pending or completed action, suit or proceeding (including a derivative action)
in which such person is made a party by reason of his being or having been a
director, officer, employee or agent of the Company (each, an "Indemnitee"); 
provided that the right of an Indemnitee to receive indemnification is subject
to the following limitations: (i) an Indemnitee is not entitled to
indemnification unless he acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such conduct was unlawful and (ii) in the case of a derivative action, an
Indemnitee is not entitled to indemnification in the event that he is judged to
be liable to the Company (unless and only to the extent that the court
determines that the Indemnitee is fairly and reasonably entitled to
indemnification for such expenses as the court deems proper).  The statute
provides that indemnification pursuant to its provisions is not exclusive of
other rights of indemnification to which a person may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors, or
otherwise.  

         Pursuant to Section 145 of the DGCL, the Company has purchased
insurance on behalf of its present and former directors and officers against any
liability asserted against or incurred by them in such capacity or arising out
of their status as such.

         In accordance with Section 102(b)(7) of the DGCL, the Certificate of
Incorporation of the Company eliminates the personal liability of the Company's
directors to the Company or its stockholders for monetary damages for breach of
their fiduciary duties as a director, with certain limited exceptions set forth
in said Section 102(b)(7).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

                                       II-2
ITEM 8.  EXHIBITS.

EXHIBIT NO.        DESCRIPTION OF EXHIBIT

    4.1  Certificate of Incorporation of the Registrant, with amendments
         thereto (incorporated herein by reference to Exhibit 3.1 to the
         Registrant's Registration Statement on Form S-1 (File No. 33-70482),
         as amended).
    4.2  By-Laws of the Registrant (incorporated herein by reference to Exhibit
         3.2 to the Registrant's Registration Statement on Form S-1 (File No.
         33-44027), as amended).
    4.3  Amendments to the By-laws of the Registrant adopted December 27, 1994
         (incorporated by reference to Exhibit 3.3 of the Registrant's Current
         Report on Form 8-K dated January 10, 1995).
    5.1  Opinion of Ehrenreich & Krause.
    24.1 Consent of Ehrenreich & Krause (included in Exhibit 5.1 hereto).

    24.2 Consent of Igal Brightman & Co.

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

ITEM 9.  REQUIRED UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

              (a)(1)  to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                     (i)  to include any prospectus required by Section
    10(a)(3) of the Securities Act of 1933;

                    (ii)  to reflect in the prospectus any facts or events
    arising after the effective date of the registration statement (or the most
    recent post-effective amendment thereof) which, individually or in the
    aggregate, represents a fundamental change in the information set forth in
    the registration statement; and

                   (iii)  to include any material information with respect to
    the plan of distribution not previously disclosed in the registration
    statement or any material change to such information in the registration
    statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                                       II-3
(2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.

                 (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

              (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

              (c)  Insofar as indemnification for liabilities arising under the
Securities Act of  1933, as amended (the "Securities Act"), may be permitted to
directors, officers or controlling persons of the Registrant pursuant to any
arrangement, provision or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       II-4
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 September 19,
1997.

                             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, Robert L. Kuhn 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;    September 19, 1997
----------------------       Director; Chief Executive Officer
    George Morgenstern

/s/ Yacov Kaufman            Vice President; Chief Financial      September 19, 1997
-----------------            Officer; Principal Financial Officer; 
    Yacov Kaufman            Principal Accounting Officer

/s/ Robert L. Kuhn           Director                             September 19, 1997
------------------
    Robert L. Kuhn

-----------------------      Director                             September __, 1997
    Allen I. Schiff

/s/ Maxwell M. Rabb          Director                             September 19, 1997
-------------------
    Maxwell M. Rabb

/s/ Samuel Fogel             Director                             September 19, 1997
----------------
    Samuel Fogel
II-5
/s/ Sheldon Krause           Director                             September 19, 1997
------------------
    Sheldon Krause

/s/ Harvey Eisenberger
----------------------       Director                             September 19, 1997
    Harvey Eisenberger
II-6