EXHIBIT 99.2

                            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 six month periods ended June 30, 2002
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.   1350, as adopted pursuant to   906 of the Sarbanes-Oxley
Act  of  2002,  that:

(3)  The  Report  fully complies with the requirements of section 13(a) or 15(d)
     of  the  Securities  Exchange  Act  of  1934;  and

(4)  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
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Yacov  Kaufman
Chief  Financial  Officer
August  13,  2002


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