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

                                   May 3, 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            (IRS Employer
   of incorporation)                    File Number)         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  May  3,  2004,  Spectrum Sciences & Software Holdings Corp., a Delaware
corporation  (the "Registrant"), responded to the April 29, 2004 article, "Small
Company  is Foundering; Stock is Soaring" authored by Floyd Norris and published
by  the  New  York  Times  (the  "Article").
         ----------------

     Registrant  believes that the Article contained factual errors and a number
of  false  and  misleading  statements  and  criticized  the  New York Times for
publishing  the  Article.  Registrant  specifically  clarified  certain
characterizations  that  were  made  regarding  Registrant  in  the  Article.

     A  copy  of  the  press  release issued by the Registrant on May 3, 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.

ITEM  7.     Financial Statements, Pro Forma Financial Information and Exhibits.

(c)     Exhibits

Exhibit  No.     Document

99.1          Press  release  of  the  Registrant  issued  on  May  3,  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
                                   --------------------
                                   William  H.  Ham
                                   President  and  CEO


Date:  May  3,  2004