EXHIBIT 32.1


                    PRINCIPAL EXECUTIVE OFFICER CERTIFICATION


In  connection  with the Annual  Report on Form 10-K of Data  Systems & Software
Inc. (the  "Company")  for the period ended  December 31, 2003 as filed with the
Securities  and  Exchange  Commission  on the date  hereof (the  "Report"),  the
undersigned,  George Morgenstern, Chief Executive Officer of the Company, hereby
certifies, pursuant to 18 U.S.C. Section 1350, that:

       1.  the Report fully complies with the  requirements  of Section 13(a) or
           15(d) of the Securities Exchange Act of 1934; and

       2.  the  information  contained  in the Report  fairly  presents,  in all
           material respects,  the financial condition and results of operations
           of the Company.

Dated:  March 31, 2004


                                   /S/ George Morgenstern
                                   --------------------------------------------
                                   George Morgenstern, Chief Executive Officer
                                   (Principal Executive Officer)