Exhibit  23.1

                          INDEPENDENT AUDITORS' CONSENT

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

     We consent to the use of our report dated March 8, 2002 with respect to the
consolidated  balance sheets of Data Systems & Software Inc. and subsidiaries as
of  December  31,  2000  and  2001,  and  the related consolidated statements of
operations  and comprehensive income (loss), changes in shareholders' equity and
cash flows for each of the years in the two year period ended December 31, 2001,
incorporated  herein  by  reference,  and to the reference to our firm under the
heading  "Experts"  in  the  prospectus.  Our  report  refers  to  a  change  in
accounting  for  purchase  method business combinations completed after June 30,
2001.

/s/  KPMG  LLP

Short  Hills,  New  Jersey
January  2,  2003


                                      II-6