Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

To the Board of Directors and Shareholders
     of Data Systems & Software Inc.

     We consent to the  incorporation  by reference in this  Amendment  No. 8 to
Registration Statement No. 333-90017 of Data Systems & Software Inc. on Form S-3
of our report dated March 16, 2001 related to the consolidated  balance sheet of
Data Systems & Software Inc. and  subsidiaries  as of December 31, 2000, and the
related  consolidated  statements of operations and comprehensive income (loss),
changes in  shareholders'  equity and cash flows for the year then ended,  which
report  appears in the Annual  Report on Form 10-K of the  Company  for the year
ended  December  31,  2000,  and to the  reference  to our firm herein under the
heading "Experts."

/s/ KPMG LLP

Short Hills, New Jersey
January 11, 2002