UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

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

                                 March 11, 2004
          -------------------------------------------------------------
                Date of Report (Date of earliest event reported)


                   SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP.
          -------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                               80-0025175
          --------                                               ----------
(State or other jurisdiction    (Commission File Number)      (IRS Employer
    of incorporation)                                        Identification No.)

                               91 Hill Avenue NW,
                        Fort Walton Beach, Florida 32548
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (850) 796-0909
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
          ------------------------------------------------------------
          (Former name or former address, if changed since last report





ITEM  5.     OTHER  EVENTS  AND  REQUIRED  FD  DISCLOSURE.

     On  March 11, 2004, Spectrum Sciences & Software Holdings Corp., a Delaware
corporation (the "Registrant"), announced that the award of the new contract for
the  Operations  and  Maintenance  (O&M)  of  the  Gila  Bend Auxiliary Airfield
(GBAFAF)  and  the  Barry  M.  Goldwater Range (BMGR), scheduled to start May 1,
2004,  has  been delayed.  In order to prevent a potential loss of services, the
Government  has  given preliminary notice of its intention to extend the subject
contract for up to 6 additional months.  A Bid Protest has been lodged by one of
the  competing  contractors  under  the  solicitation.  The  protest  has  been
submitted  to  the  GAO as Bid Protest B- 293582.001 and is awaiting resolution.
The  GAO  has  assigned a due date of no later than April 26, 2004 for ruling on
the  protest.  A copy of the press release issued by the Registrant on March 11,
2004  is attached hereto as Exhibit 99.1 and is incorporated into this Item 5 of
this  Current  Report  on  Form  8-K  as  if  fully  set  forth  herein.

     In  December  2002,  the board of directors of the Registrant's subsidiary,
Spectrum Sciences and Software, Inc. (the "Subsidiary") was authorized to charge
corporate  expenses  of  up  to approximately $100,000 per month on the personal
american  express  account  of  Robert  Genovese  ("Genovese"), a principle debt
holder  of the Registrant, and further, that the Subsidiary would be responsible
to  Genovese  for  other  expenses incurred by him in connection with management
assistance.  As of February 27, 2004, the Subsidiary was indebted to Genovese in
the  amount  of  $652,653.47  for  these expenses.  It is understood by both the
Subsidiary  and  Genovese  that  this  debt is due on demand.  On March 8, 2004,
Genovese  submitted  an  additional  $1,601,850  of  invoices  to the Registrant
relating  to  the  Registrant's  business.  These expenses are being reviewed in
substance  by  the  Registrant's  chief  financial  officer.  If they are deemed
corporate  expenses,  such  will  be  due  to  Genovese  on  demand.

     In  March 2003, the Subsidiary entered into a one year consulting agreement
with  Endeavor Capital Group LLC ("Endeavor"), in which the Subsidiary agreed to
pay  Endeavor  $4,000 per month for certain consulting services.  As of February
27,  2004,  $48,000  was  owed  to Endeavor for these consulting services. It is
understood  by both the Subsidiary and Endeavor that this debt is due on demand.
Additionally,  as  of  February,  27, 2004, Endeavor is owed $161,858.03 under a
note  issued  by  the  Registrant.

     In July 2003, the Subsidiary entered into a debt purchase and consolidation
agreement  pursuant  to  which  the  Subsidiary  issued  a promissory note to BG
Capital  Group Ltd. ("BGCap") in the amount of $450,000.  This note is currently
in  default.  As  of  February  27,  2004,  Registrant  owes  BGCap  a  total of
$471,090.71  in  principal  and  interest.

     The  board  of  directors  has  agreed  to  collateralize the debts owed to
Genovese,  Endeavor  and BGCap with the assets of the Registrant, junior only to
those  security  interests  set forth in the Extension and Modification of Loans
Agreement  by and among Southtrust Bank, Donal R. Myrick, the Subsidiary and the
Registrant.  To  date,  no  formal security agreements have been entered into by
either  BGCap,  Endeavor  or  Genovese  and  the  Registrant  or the Subsidiary.

     The  Registrant does not have sufficient capital to pay its debt holders in
the  event  demands  are  made.

     As  of  March  11, 2004, the board of directors approved and adopted a 2004
Non-Statutory  Stock  Option  Plan  (the "Plan") and authorized the Registrant's
executive  officers  to  prepare and file a registration statement on a Form S-8
for  10,000,000  common stock shares underlying the options.  On March 11, 2004,
the  Registrant  entered  into a consulting agreement with Genovese, pursuant to
which  Genovese  will  be  issued  options  to  acquire  9,000,000 shares of the
Registrant's  common  stock at an exercise price equal to the lesser of $1.65 or
the  fair  market  value  at  the time of exercise.  These shares will be issued
pursuant  to the Plan.  The Registrant has engaged Genovese to: (a) bring to the
Registrant's attention potential or actual opportunities which meet its business
objectives  or  logical  extensions  thereof; (b) alert the Registrant to new or
emerging  high potential forms of production and distribution which could either
be  acquired  or developed internally; (c) comment on the Registrant's corporate
development  including  such  factors  as  position  in competitive environment,
financial  performances  vs.  competition,  strategies,  operational  viability,
etc.;  (d) identify respective suitable merger or acquisition candidates for the
Registrant,  perform  appropriate diligence investigations with respect thereto,
advise  the  Registrant  with  respect  to  the  desirability  of  pursuing such
candidates,  and  assist  the  Registrant  in  any  negotiations which may ensue
therefrom;  and  (e)  other  such  planning  and  development  services,  all as
requested  and  instructed by the Registrant.  Payment for such options shall be
made  by  Genovese  either  by  cash  or  conversion of outstanding debt held by




Genovese,  Endeavor  or BGCap, or a combination thereof.  The exercise rights of
Genovese  is  limited such that, unless Genovese gives written notice 75 days in
advance  to  the  Registrant  of  his  intention  to  exceed  the  Limitation on
Conversion  as  defined  below, with respect to all or a specified amount of the
option  and the corresponding number of the underlying shares, in no instance is
Genovese  (singularly,  together  with  any  Persons who in the determination of
Genovese, together with Genovese, constitute a group as defined in Rule 13d-5 of
the Exchange Act) be entitled to exercise the option to the extent such exercise
would  result in Genovese beneficially owning more than five percent (5%) of the
outstanding  shares  of  common  stock  of  the  Registrant  (the "Limitation on
Conversion").

ITEM  7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)     Exhibits

Exhibit  No.     Document
------------     --------
4.1              2004  Non-Statutory  Stock  Option  Plan

10.1             Promissory  Note  to  BG  Capital  Group  LTD

10.2             Consulting  Agreement  with  Robert  Genovese

99.1             Press  release  of  the  Registrant  issued  on  March 11, 2004




                                   SIGNATURES

Pursuant  to  the  requirements  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.

                                Spectrum  Sciences  &  Software  Holdings  Corp.


                                By:  /s/ William  H.  Ham,  Jr.
                                     ---------------------------
                                     William  H.  Ham,  Jr.
                                     Executive  Vice  President

Date:     March  11,  2004