**SECURITIESAND EXCHANGE COMMISSION**

 

**Washington,D.C.  20549**

 

**FORM 10-K/A**

**(Mark One)**

 

| **ý****     ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**       |
|-----------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                    |   |   |
| **For  the fiscal year ended December 31, 2003**                                                                                        |
|                                                                                                                                    |   |   |
| **o****     TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**        |
|                                                                                                                                    |   |   |
| **For  the transition period from          to        ** |

** **

**Commission filenumber 0-7282**

 

| **COMPUTER HORIZONS CORP.**                                     |
|-----------------------------------------------------------------|
| (Exact name of registrant as  specified in its charter)         |
|                                                            |   |   |
| **New York**                                                    |   | **13-2638902** |
| (State or other jurisdiction of  incorporation or organization) |   | (I.R.S. Employer  Identification No.) |
|                                                            |   |   |
|                                                            |   |   |
| **49 Old  Bloomfield Avenue  Mountain Lakes, New Jersey**       |   | **07046-1495** |
| (Address of principal  executive offices)                       |   | (Zip Code) |
|                                                            |   |   |
| Registrant’s telephone number,                             |   |   |
| including area code:                                            |   | **(973) 299-4000** |
|                                                            |   |   |
| Securities registered pursuant  to Section 12(b) of the Act:    |   |   |

 

| **Title of each class** |   | **Name of each exchange  on which registered** |
|-------------------------|--------|------------------------------------------------|
|                    |   |                                           |
| None                    |   | None                                           |

 

| Securities registered pursuant  to Section 12(g) of the Act: |   |   |
|--------------------------------------------------------------|--------|--------|
|                                                         |   |   |
| **Common Stock  (Par value $.10 per share)**                 |
| (Title of class)                                             |
|                                                         |   |   |
| **Series A  Preferred Stock Purchase Rights**                |
| (Title of class)                                             |

 

Indicate by check mark whetherthe registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.  Yes  ý   No  o.

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

 

Indicate by check mark whetherthe registrant is an accelerated filer (as defined in the Exchange Act Rule12b-2).   Yes  ý   No  o

 

The aggregate market value of thevoting stock held by non-affiliates of the registrant as of June 30, 2003 wasapproximately**$**142,000,000.

 

The number of shares outstandingof each of the registrant’s classes of common stock as of March 10, 2004 were30,551,552 shares.

 

 

DOCUMENTS INCORPORATED BYREFERENCE

 

There is incorporated herein byreference the registrant’s (i) portions of the Annual Report to Shareholdersfor the year ended December 3l, 2003, in Part II of this Report and (ii)portions of the Definitive Proxy Statement for the 2004 Annual Meeting of Shareholders,expected to be filed with the Securities and Exchange Commission on or beforeApril 7, 2004, in Part III hereof.

 

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**Explanatory Note**

 

This Amendment No. 1 to ourForm 10-K for the year ended December 31, 2003 is being filed to reflectcertain changes in Exhibits 31.1 and 31.2. This Amendment No. 1 amends andrestates only Exhibits 31.1 and 31.2 of the previously filed Form 10-K.

 

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