EXHIBIT 32.2


                    PRINCIPAL FINANCIAL 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, 2004 as filed with the
Securities  and Exchange  Commission  (the  "Report"),  the  undersigned,  Yacov
Kaufman, Chief Financial 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:  April 14, 2005


                                          /s/ Yacov Kaufman
                                          --------------------------------------
                                          Yacov Kaufman, Chief Financial Officer
                                          (Principal Financial Officer)