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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 12B-25
Commission File No. 0-19771
NOTIFICATION OF LATE FILING
(Check One):[X] Form 10-K [ ] Form 20F [ ] Form 11-K [ ] Form 10-Q [ ]Form N-SAR
For the Period Ended: December 31, 1996
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR [ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
For the Transition Period Ended
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Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full Name of Registrant: DATA SYSTEMS & SOFTWARE INC.
Address of Principal 200 Route 17
Executive Office: Mahwah, New Jersey 07430
PART II
RULES 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the Registrant seeks relief pursuant to Rule 12b-25(b) [Section 23,047], the
following should be completed.
(Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without reasonable effort or expense;
[X] (b) (i) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed due date;
or
[ ] (ii) The subject quarterly report or transition report on
Form 10-Q, or portion thereof will be filed on or before the fifth calendar day
following the prescribed due date.
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
Additional time is needed to prepare a complete and accurate
report. The report will be filed as soon as possible and no later than the
fifteenth calendar day following its original due date.
PART IV
OTHER INFORMATION
(1) Name and address of person to contact in regard to this
notification:
Mr. Yacov Kaufman
Data Systems & Software Inc.
200 Route 17
Mahwah, New Jersey 07430
Telephone: (201) 529-2026
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the Registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
NARRATIVE
The anticipated changes are fully set forth in the statement of
income included in the press release issued by Registrant on March 31, 1997.
Such release reflects a net loss of $2.03 million, or $0.28 per share for 1996
compared with net income (excluding non-recurring gains) of $3.4 million, or
$0.46 per share, in 1995.
DATA SYSTEMS & SOFTWARE INC. has caused this notification to be signed
on its behalf by the undersigned thereunto duly authorized.
Date: March 31, 1997 By /s/ Yacov Kaufman
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Yacov Kaufman
Vice President and Chief Financial Officer
