DATA SYSTEMS & SOFTWARE INC
8-K/A, 2000-03-03
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                AMENDMENT NO.1 ON
                                  FORM 8-K/A TO

                                    FORM 8-K
                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) DECEMBER 22, 1999


                          DATA SYSTEMS & SOFTWARE INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)




         Delaware                       0-19771                  22-2786081
(State or Other Jurisdiction    (Commission file Number)       (IRS Employer
     of Incorporation)                                       Identification No.)



    200 Route 17, Mahwah, New Jersey                                    07430
(Address of Principal Executive Offices)                              (Zip Code)


        Registrant's telephone number, including area code (201) 529-2026


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<PAGE>


Item 2. ACQUISITION OR DISPOSITION OF ASSETS.

     On December 22, 1999, the Registrant entered into a definitive agreement to
sell all of its interest in Tower  Semiconductor  Ltd. to Israel  Corp.  Ltd., a
publicly-held  Israeli  holding  company,  for  approximately  $30,889,000.  The
transaction closed on January 25, 2000.  Pursuant to the agreement,  DSSI may be
entitled to receive up to an additional  approximately  $2,400,000 to the extent
that  Israel  Corp.  sells  Tower  shares  (other  than  in  unsolicited  market
transactions  or in a sale or transfer to an affiliate)  during 2000, at a sales
price in excess of $11.00 per share.

     The purchase price and the other terms of the  transaction  were determined
by arms-length negotiations between Israel Corp. Ltd. and the Registrant.




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<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the  undersigned,  hereunto  duly  authorized,  in the Township of
Mahwah, State of New Jersey, on March 2, 2000.


                                           DATA SYSTEMS & SOFTWARE INC.



                                           BY: /s/ Yacov Kaufman
                                           -------------------------
                                           VICE PRESIDENT AND
                                           CHIEF FINANCIAL OFFICER



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