UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                                        SEC FILE NUMBER: 0-19771
                                                         CUSIP NUMBER: 237887104

      (Check One): [X] Form 10-K [_] Form 20-F [_] Form 11-K [_] Form 10-Q [_]
Form 10-D [_] Form N-SAR [_] Form N-CSR

      For Period Ended: December 31, 2004
      [_] Transition Report on Form 10-K
      [_] Transition Report on Form 20-F
      [_] Transition Report on Form 11-K
      [_] Transition Report on Form 10-Q
      [_] Transition Report on Form N-SAR
      For the Transition Period Ended:

  Read Instruction (on back page) Before Preparing Form. Please Print or Type.

      Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

      If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:


PART I -- REGISTRANT INFORMATION

      DATA SYSTEMS & SOFTWARE INC.
      Full Name of Registrant

      Former Name if Applicable

      200 Route 17
      Address of Principal Executive Office (Street and Number)

      Mahwah, New Jersey  07430
      City, State and Zip Code






PART II -- RULES 12b-25(b) AND (c)

      If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate) [X]

      (a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

      (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the 15th calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q, or
subject distribution report on Form 10-D, or portion thereof, will be filed on
or before the fifth calendar day following the prescribed due date; and

      (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.


PART III -- NARRATIVE

      State below in reasonable detail the reasons why the Form 10-K, 20-F,
11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period. (Attach Extra Sheets if
Needed):

      The registrant was not able to file its Annual Report on Form 10-K within
the prescribed time period because it is experiencing delays in the collection
of certain information required to be included in the Form 10-K. The Form 10-K
will be filed as soon as reasonably practicable and in no event later than the
fifteenth calendar day following the prescribed due date.

PART IV -- OTHER INFORMATION

      (1) Name and telephone number of person to contact in regard to this
notification

      Michael Barth                    201                      529-2026
          (Name)                    (Area Code)             (Telephone Number)

      (2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes [_] No

      (3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? [X]
Yes [_] No



      If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

      Explanation:

      The Registrant has announced its results for the year ended December 31,
2005. The press release announcing the results and explaining the changes in
operating results both narratively and quantitatively is included as Exhibit
99.1 to the Registrant's Form 8-K filed today with the Commission, which exhibit
is incorporated by reference into this Notification.




                          Data Systems & Software Inc.
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

                                                   DATA SYSTEMS & SOFTWARE INC.

Date:   April 3, 2006                              By: /s/ SHELDON KRAUSE
                                                       ------------------------
                                                       Sheldon Krause, Secretary
                                                       Authorized Representative