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 29, 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  6.          RESIGNATION  OF  REGISTRANT'S  DIRECTORS.

     On  March  19,  2004,  Spectrum  Sciences  &  Software  Holdings Corp. (the
"Company")  received  a  resignation  letter  (the  "Initial Letter") from Donal
Myrick  in which he resigns as chief executive officer of the Company.  On March
24,  2004,  by  a  supplemental  letter  (the "Supplemental Letter"), Mr. Myrick
resigned  from  all  of  his positions with the Company and its affiliates.  Mr.
Myrick's  Initial Letter expresses his disagreement with matters relating to the
Company's  operations,  policies  and  practices.  Both  the  Initial letter and
Supplemental  Letter  are  filed  with this Form 8-K and are included as Exhibit
99.1  and  99.2.

     The  Board  of  Directors  (the  "Board")  vigorously  disagrees  with  the
assertions  made  by  Mr.  Myrick in the Initial Letter.  One March 25, 2004, by
letter to Mr. Myrick, the Board objected to his allegations, and unconditionally
accepted  his  resignation.  The Board letter is filed with this Form 8-K and is
included  as  Exhibit  99.3.

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

(c)     Exhibits

Exhibit  No.    Document
------------    --------
99.1            Donal  Myrick's  resignation  letter  dated  March  19,  2004

99.2            Donal  Myrick's  supplemental  resignation  letter dated March
                23, 2004

99.3            Board of Directors response to Donal Myrick's resignation letter
                dated March  25,  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  26,  2004