EXHIBIT 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  Quarterly  Report of Data Systems & Software Inc. (the
"Company") on Form 10-Q for the three and nine month periods ended September 30,
2003 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  I, Yacov  Kaufman,  Chief  Financial  Officer of the  Company,
certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities  Exchange Act of 1934,  except as disclosed in
          Part I Item 1 to this report; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition and result of operations of
          the Company.


  /s/ Yacov Kaufman
- ----------------------------------
  Yacov Kaufman
  Chief Financial Officer
  March 30, 2004


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