**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

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**FORM 10-K/A**

**(Amendment No. 1)**

| (Mark One) | ** **                                                                                               |
|------------|----------------------------------------------------------------------------------------------------------|
| **x**      | **ANNUAL REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934**     |
| ** ** | **For the fiscal year ended  December 31, 2005**                                                    |
| ** ** | **OR**                                                                                                   |
| o          | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
|       | **For the transition period from          to**                   |

 

**Commission file number 0-7282**

**COMPUTER HORIZONS CORP.**

(Exact name of registrantas 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)                            |

 

**(973) 299-4000(**Registrant’stelephone number, including area code)

Securities registered pursuant to Section 12(b) ofthe Act:

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

 

Securities registeredpursuant to Section 12(g) of the Act:

**CommonStock (Par value $.10 per share)**(Title of class)

**Series APreferred Stock Purchase Rights**(Title of class)

Indicate by check mark whether the registrant is awell-known seasoned issuer (as defined in Rule 405 of the Securities Act). Yes o      No x

Indicate by check mark whether the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes o      No x

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2of the Exchange Act.

| Large accelerated filer    o | Accelerated filer    x | Non-accelerated filer    o |
|---------------------------------------------|---------------------------------------|-------------------------------------------|

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes x      No o

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is ashell company, as defined in Rule 12b-2 of the Exchange Act. Yes o      No x

The aggregate market value of the voting stock held bynon-affiliates of the registrant as of June 30, 2005 was approximately$98,000,000. The number of shares outstanding of each of the registrant’sclasses of common stock as of March 14, 2006 were 32,525,514 shares.

**DOCUMENTS INCORPORATED BY REFERENCE**

None

 

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**COMPUTERHORIZONS CORP.December 31, 2005Form 10-K/ATable of Contents**
| **PART III** |   |                                                                                                              |   |
|-------------------|--------|-------------------------------------------------------------------------------------------------------------------|--------|
| Item 10           |   | Directors and Executive Officers of the Registrant                                                                |   | 2 |   |
| Item 11           |   | Executive Compensation                                                                                            |   | 5 |   |
| Item 12           |   | Security Ownership of Certain Beneficial Owners and  Management and Related Stockholder Matters    |   | 9 |   |
| Item 13           |   | Certain Relationships and Related Transactions                                                                    |   | 12 |   |
| Item 14           |   | Principal Accountant Fees and Services                                                                            |   | 12 |   |
| **PART IV**  |   |                                                                                                              |   |
| Item 15           |   | Exhibits and Financial Statement Schedules                                                                        |   | 13 |   |
| **SIGNATURES**    |   |                                                                                                              |   |
|                   |        |                                                                                                                   |        |  |  |  |  |  |

 

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**Explanatory Note**

Computer Horizons Corp. (“theCompany”) is filing this Amendment No. 1 on Form 10-K/A to ourAnnual Report on Form 10-K, originally filed with the Securities andExchange Commission on March 16, 2006, solely for the purpose of includingthe information required to be disclosed in Part III thereof. Except asspecifically indicated herein, no other information included in the AnnualReport on Form 10-K is amended by this Amendment No. 1 on Form 10-K/A.

**DisclosureRegarding Forward Looking Statements**

Statements included in this Report that do not relateto present or historical conditions are “forward-looking statements” within themeaning of that term in Section 27A of the Securities Act of 1933, asamended, and in Section 21F of the Securities Exchange Act of 1934, asamended (the “Exchange Act”). Additional oral or written forward-lookingstatements may be made by the Company from time to time, and such statementsmay be included in documents that are filed with the Securities and Exchange Commission(“SEC”). Such forward-looking statements involve risks and uncertainties thatcould cause results or outcomes to differ materially from those expressed insuch forward-looking statements. Forward-looking statements may include,without limitation, statements relating to the Company’s plans, strategies,objectives, expectations and intentions and are intended to be made pursuant tothe safe harbor provisions of the Private Securities Litigation Reform Act of1995. Words such as “believes,” “forecasts,” “intends,” “possible,” “expects,” “estimates,”“anticipates,” or “plans” and similar expressions are intended to identifyforward-looking statements. Among the important factors on which suchstatements are based are assumptions concerning the anticipated growth of theinformation technology industry, the continued need of current and prospectiveclients for the Company’s services, the availability of qualified professionalstaff, and price and wage inflation.

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**                                                                                             PART III**

**Item 10.**  *Directors and Executive Officers of theRegistran*t

The names and ages of eachdirector of the Company, each of their principal occupations at present and forthe past five (5) years and certain other information about each of thedirectors are set forth below:

|      | ** ** | Name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** ** | ** ** | ** ** | **Age** | ** ** | **Director  Since** |
|------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|---------|------------|---------------------|
| **** |       | ERIC ROSENFELD has served  as the general partner of Crescendo Partners, L.P., a New York-based  investment firm, since November 1998. Mr. Rosenfeld also currently  serves as Chairman of the Board, Chief Executive Officer and President of  Arpeggio Acquisition Corporation. In addition, he serves on the Boards of CPI  Aerostructures, Inc., as Chairman; and as Director at Sierra Systems  Inc. and Emergis Inc. Prior, Mr. Rosenfeld was a Managing Director at  CIBC Oppenheimer, a financial services firm, and its predecessor company  Oppenheimer & Co., Inc.                                                                                     |       | 48         |       | 2005    |
| **** |       | KARL L. MEYER recently  retired as Chairman of the board and president of Ermis Maritime Holdings  Limited, an owner and operator of ocean going tankers. Previously, he held  similar positions with Homeport Bancorp, Inc. (1991–2000), a single bank  holding company, and Marine Transport Lines, Inc., the owner and  operator of 58 vessels, from April 1986 to December 1989. Prior to  that, Mr. Meyer was Managing Director of Diogenes Management Company, an  investment advisory company, from July 1995 to 2004. He served as a  director of Stelmar Shipping Inc., BT Shipping Limited and Computer Horizons  from May 2003 to May 2004. |       | 67         |       | 2005    |
| **** |       | FRANK J. TANKI most  recently served as a director of Acceris Communications Inc., a broad based  telecommunications company, from May 2004 to March 2005. Prior to  Mr. Tanki’s retirement in 2000, he spent 36 years with Coopers &  Lybrand (now Price Waterhouse Coopers) and retired in 1998 as a Senior  Partner in the Business Assurance practice. During his career, he was a  member of the firm’s Executive Committee, Director of Accounting and SEC  Technical Services and Partner-In-Charge of the New York practice group.                                                                                                                        |       | 65         |       | 2005    |
| **** |       | WILLEM VAN RIJN has  served as Senior Advisor to the founder and management committee of Capco, an  operations and technology consulting and solutions firm since 2002. Prior to  joining Capco, Mr. van Rijn was a Senior Partner with Price Waterhouse  Coopers, and its predecessor Coopers & Lybrand, where he served as  the Managing Partner of the Japanese financial services consulting practice  from 1998 to 2002, and the global strategy and financial risk management  consulting practice from 1995 to 1998.                                                                                                                                                           |       | 56         |       | 2005    |

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| **** |   | ROBERT F. WALTERS is currently a director of  Integreo, a business process outsourcing (BPO) company that provides  technology-based BPO solutions to the healthcare, insurance, government and  commercial industries. Prior to joining Integreo in 2003, Mr. Walters  was an Executive Vice President and Chief Information Officer of John Hancock  Financial Services (1995—2004), when it was acquired by ManuLife of Toronto,  Canada. Prior to joining John Hancock, Mr. Walters held a variety of  senior information technology positions at Citicorp, in the US, London and  Brussels. He was the Chief Information Officer of European technology,  managing the technology operations of businesses in 14 countries in Western  Europe. |   | 56 |   | 2005 |
|------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----|--------|------|

 

**Additional Executive Officers ofthe Company Who Are Not Directors:**

| Name                 | ** ** | ** ** | ** ** | **Age**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | ** ** |
|----------------------|------------|------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|
| Dennis J. Conroy     |       | 60         |       | Mr. Conroy has been President and Chief  Executive Officer of the Company since October 2005. He served in various  leadership roles at management consulting firms, bringing 30 years of  management and leadership experience to the Company. From 2003 to 2004,  Mr. Conroy served as a Managing Director at BearingPoint, Inc. From  1998 through 2003, Mr. Conroy held various leadership positions,  including membership in Price Waterhouse Coopers’ North American Executive  Leadership Team, and CEO of Price Waterhouse Cooper’s West Business Unit.  Prior to joining Price Waterhouse Coopers, Mr. Conroy served as vice  president of Booz/Allen/Hamilton, Inc.’s communications and technology  practice, as well as managing partner of the National  Information—Communications Industry Practice at Coopers & Lybrand. |
| Brian A. Delle Donne |       | 49         |       | Mr. Delle Donne has been Executive Vice President  and Chief Operating Officer of the Company since October 2005. He brings  significant turnaround and mergers and acquisitions experience to the  Company. From 1998 into 2005, Mr. Delle Donne served as Chief Operating  Officer of RCM Technologies, Inc., a professional services company  delivering IT and engineering solutions to solve client business challenges.  Mr. Delle Donne was also president of Knight Facilities Management, a  subsidiary of a privately held global engineering and management consulting  firm and a senior vice president at Ogden Projects Inc., where he was also  President and Chief Operating Officer of its environmental services  subsidiary.                                                                                                                                  |
| Michael J. Shea      |       | 46         |       | Mr. Shea joined Computer Horizons in  March 1995 as the Corporate Controller. He has held various titles  during his tenure with CHC, including Chief Financial Officer since 2003.  Before joining Computer Horizons, Mr. Shea was the Director of Internal  Audit (September 1992 to February 1995) and the Manager of  Financial Reporting (January 1989 to August 1992) at Booz, Allen &  Hamilton, Inc., an international management consulting company. From  July 1982 to December 1988, Mr. Shea was a member of the audit  staff at Ernst & Young, a national accounting firm based in New York  City.                                                                                                                                                                                                             |
| Marci Braunstein     |       | 39         |       | Ms. Braunstein has been Corporate Controller of  the Company since November 2005. She brings approximately 15 years of  financial experience to Computer Horizons. Ms. Braunstein has served as  Controller for MediaBay, Inc., a public media, marketing and publishing  company, since 1999. Prior to that she served in several finance and audit  related roles at Prudential Financial, PNC Bank and Ernst & Young.                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

** **

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**TheAudit Committee**

The Company has an AuditCommittee, consisting of Messrs. Tanki, Meyer and van Rijn. The Companyhas determined that all of the members of the Audit Committee are “independent”under the current listing standards of the National Association of SecuritiesDealers. The Company has determined that Mr. Tanki is a “financial expert”as defined by the rules promulgated under the Sarbanes-Oxley Act of 2002.

**Codeof Ethics**

Our executive officers aresubject to a code of ethics that complies with standards mandated by theSarbanes-Oxley Act of 2002. The complete code of ethics is available on ourwebsite at www.computerhorizons.com. At any time it is not available on ourwebsite, we will provide a copy free of charge upon written request made to ourInvestor Relations Department, at 49 Old Bloomfield Avenue, Mountain Lakes, NewJersey 07046-1495. Information on our website is not part of this AnnualReport. If we amend or grant any waiver from a provision of our code of ethicsthat applies to our executive officers, we will publicly disclose suchamendment or waiver as required by applicable law, including by posting suchamendment or waiver on our website at www.computerhorizons.com or by filing aCurrent Report on Form 8-K.

**Compliance with Section 16(A) OfThe Exchange Act**

Section 16 (a) ofthe Exchange Act requires the Company’s officers and directors, and persons whoown more than ten percent of a registered class of the Company’s equitysecurities, to file reports of ownership on Form 3 and changes inownership on Form 4 or Form 5 with the Commission. Such officers,directors and 10 percent stockholders are also required by Commission rules tofurnish the Company with copies of all Section 16(a) forms they file.Based solely on its review of the copies of such forms received by it, orwritten representations from certain reporting persons, the Company believes,during the fiscal year ended December 31, 2005, that there was compliancewith all section 16(a) filing requirements applicable to its officers,directors and 10 percent stockholders.

**Item 11.  ***Executive Compensation*

The following table setsforth the compensation paid by the Company for the fiscal years indicated, tothe Chief Executive Officer and to each of the Company’s other executiveofficers, whose combined salary and bonus exceeded $100,000, (together, the “namedexecutive officers”), as of December 31, 2005.

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**SUMMARYCOMPENSATION TABLEAs of December 31, 2005**

|                     | ** ** | ** **                   | ** ** | ** **     | ** ** | ** **   | ** ** | ** **                         | ** ** | **Long-Term Compensation** |       | ** **                                 |       |
|--------------------------|------------|------------------------------|------------|----------------|------------|--------------|------------|------------------------------------|------------|---------------------------------|------------|--------------------------------------------|------------|
|                     | ** ** | **Annual Compensation** | ** ** | **Awards**     | ** ** | **Payouts**  |       | ** **                         |       |
|                     | ** ** | **Year**                     | ** ** | **Salary (3)** | ** ** | **Bonus(1)** | ** ** | **Other  Annual  Compen-  sation** | ** ** | **Restricted  Stock  Awards**   | ** ** | **Securities  Underlying  Options/  SARs** | ** ** | **LTIP  Payouts** |   | **All  Other  Compen-  sation(2)** |   |
| Dennis Conroy            |       | 2005                         |       | $              | 74,658     |         | —     |                               | —     |                            | —     |                                       | 100,000    |   | — |   | $ | 3,539 |   |
| President and            |       |                         |       |           |       |         |       |                               |       |                            |       |                                       |       |   |   |   |   |
| Chief  Executive Officer |       |                         |       |           |       |         |       |                               |       |                            |       |                                       |       |   |   |   |   |
| William J. Murphy(4)     |       | 2005                         |       | $              | 291,722    |         | —     |                               | —     |                            | —     |                                       | —     |   | — |   | $ | 2,368,845 |   |
| President  and           |       | 2004                         |       | $              | 365,000    |         | —     |                               | —     |                            | —     |                                       | 39,434     |   | — |   | $ | 17,380 |   |
| Chief  Executive Officer |       | 2003                         |       | $              | 290,000    |         | $          | 75,000                             |       | —                          |       | —                                     |       | 78,867 |   | — |   | $ | 16,180 |   |
| Michael J. Shea          |       | 2005                         |       | $              | 220,000    |         | $          | 25,000                             |       | —                          |       | —                                     |       | — |   | — |   | $ | 1,008,151 |   |
| Chief  Financial Officer |       | 2004                         |       | $              | 220,000    |         | —     |                               | —     |                            | —     |                                       | 20,464     |   | — |   | $ | 6,905 |   |
|                     |       | 2003                         |       | $              | 150,000    |         | $          | 40,000                             |       | —                          |       | —                                     |       | 71,292 |   | — |   | $ | 7,980 |   |

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(1)    Mr. Shea was awarded a retention bonus of $40,000in 2003 and $152,000 in 2005 which was payable quarterly through September 2006.Mr. Shea received $25,000 of this award in 2005 and $25,000 in 2006. Theremainder of the award has been forfeited due to his voluntary resignation fromthe Company in April 2006.

(2)    The Company sponsors and pays in full basic life andaccidental death & dismemberment insurance policies for all benefiteligible employees in the amount of one times base salary up to a maximum of$150,000. The premiums remitted for this policy in 2005 were $234, $200 and $39for Messrs. Shea, Murphy and Conroy, respectively. Under each suchinsurance policy, the insured has the right to designate the beneficiaries.

The Companymaintains a defined contribution (401K) savings plan. Full-time salariedemployees are eligible to participate in the Plan following the completion ofsix months of continued service. The Company contributes $.50 for every dollarcontributed by all participating salaried employees up to 4% of each employee’ssemi-monthly salary deferral. The maximum match allowable by the Plan in 2005was $4,200. In 2005 Mr. Murphy deferred $14,000 and received a companymatch in the amount of $4,200. Mr. Shea deferred $10,267 and received acompany match in the amount of $3,117. Mr. Conroy did not meet serviceeligibility requirements in 2005 and did not participate in the plan.

TheCompany maintained a non-qualified supplemental retirement benefit agreementwith Messrs. Murphy and Shea. Under his agreement Mr. Shea would havebeen entitled to receive $1,000,000 upon retirement from the Company at age 65.In accordance with the supplemental retirement benefit agreement, the$1,000,000 retirement benefit becomes fully vested and payable upon a change ofcontrol of the company. In the fourth quarter of 2005, a change of control occurred.Messrs. Murphy and Shea each received a payment of $1,000,000 related tothe supplemental retirement agreement. Subsequent to the change of control, theplan has been terminated and no further payments will be required.

Mr. Murphy was entitled to an auto allowance of$12,000 and $9,000, for the years 2004 and 2005. Mr. Shea was entitled toan auto allowance of $4,800, for the years 2004 and 2005, respectively.Mr. Conroy was entitled to a monthly automobile allowance of $1,000; andreceived $3,500 for 2005.

Mr. Murphy received a severance payment of$895,000, a vacation payout of $21,058 and a deferred compensation payout of$439,387.

(3)    Mr. Conroy began employment in October 2005. Theagreement provides for an annual salary at a rate of $365,000.

(4)    Mr. Murphy was employed by Computer Horizons Corp.until October 18, 2005.

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The following table showsstock options granted to the named executive officers in 2005. Additionally, inaccordance with the rules of the SEC, the table shows the hypothetical gainsor option spreads that would exist for the options. These gains are based onassumed rates of annual compound stock appreciation of 5% and 10% from thedates the options were granted over the full option term.

**OPTION GRANTS IN LAST FISCAL YEAR**

| ** **        | ** ** | **Individual Grants**                                   | ** ** | **Potential Realizable  Value at  Assumed Annual  Rates of Stock  Price  Appreciation for  Option Term** | ** ** |
|-------------------|------------|--------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **        | ** ** | **Number of  Securities  Underlying  Options  Granted** | ** ** | **% of Total  Options  Granted to  Employees in  2005**                                                                      | ** ** | **Exercise  Price** | ** ** | **Expiration  Date** | ** ** | **5%** | ** ** | **10%** | ** ** |
| Dennis Conroy     |       |                                                         | 100,000    | (1)                                                                                                                                              |       |   | 21 | % |   |   | $ | 4.16 |   |   | 10/18/2010 |   | $ | 114,933 |   | $ | 253,972 |   |
| William J. Murphy |       |                                                         | —     |                                                                                                                                             |       |   | — |   |   |   | — |   |   | — |   | — |   | — |   |
| Michael J. Shea   |       |                                                         | —     |                                                                                                                                             |       |   | — |   |   |   | — |   |   | — |   | — |   | — |   |
|                   |            |                                                              |            |                                                                                                                                                  |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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(1)   Optionswere granted to Dennis Conroy at the commencement of his employment in October 2005with an exercise price of $4.16 per share at the grant date.

Pursuant to the terms of the option grants, uponexercise of such options, if the optionee, while employed by the Company,desires to sell any shares acquired upon exercise of such options, the optioneemust first offer such shares to the Company at their then fair market value.The options granted to Mr. Conroy become exercisable over a period ofthree years.

Prior to the adoption of FIN 44 and the Sarbanes-OxleyAct of 2002, certain officers had the right to borrow from the Company againstthe exercise price of options exercised. As of December 31, 2005 and 2004,total outstanding borrowings pertaining to Mr. Shea amounted to $100,000,which borrowings occurred in 1999. A partial repayment of $15,000 was receivedin January 2006, and Mr. Shea will repay the balance of the loan on April 28,2006, upon his resignation.

The following table setsforth certain information concerning stock options exercised in 2005 or held asof the end of the year, by the named executive officers. Such options weregranted under the Company’s 1994 Incentive Stock Option and Appreciation Plans,and 2004 Omnibus Incentive Compensation Plan. No stock appreciation rights havebeen granted under either Plan.

**AGGREGATEDOPTION EXERCISES IN LAST FISCAL YEARAND DECEMBER 31, 2005 OPTION VALUES**

| ** **        | ** ** | ** **      | ** ** | ** **      | ** ** | **Number of Securities** | ** ** | **Value of Unexercised** | ** ** |
|-------------------|------------|-----------------|------------|-----------------|------------|------------------------------------|------------|------------------------------------|------------|
| ** **        | ** ** | **Shares**      | ** ** | ** **      | ** ** | **Underlying Unexercised**    | ** ** | **In-the-Money**                   | ** ** |
| ** **        | ** ** | **Acquired**    | ** ** | **Value**       | ** ** | **Options at 12/31/05**  | ** ** | **Options at 12/31/05**  | ** ** |
| **Name**          | ** ** | **on Exercise** | ** ** | **Realized(1)** | ** ** | **Exercisable**                    | ** ** | **Unexercisable**                  | ** ** | **Exercisable** | ** ** | **Unexercisable** | ** ** |
| Dennis Conroy     |       | —          |       | —          |       | —                             |       | 100,000                            | (2)        | $ |   |   | $ | 19,000 | (3) |
| William J. Murphy |       | 203,867         |       | $               | 180,389    |                               | —     |                               | —     |   | — |   | — |   |
| Michael J. Shea   |       | —          |       | —          |       | 131,292                            |       | —                             |       | $ | 109,994 |   | $ | — |   |
|                   |            |                 |            |                 |            |                                    |            |                                    |            |  |  |  |  |  |  |  |

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(1)   Valuerealized is defined by the Securities and Exchange Commission as the differencebetween the market value, on date of exercise, of shares acquired and theexercise price of the options exercised.

(2)   Optionswere granted to Dennis Conroy at the commencement of his employment in October 2005with an exercise price of $4.16 per share at the grant date.

(3)   The value in-the-money wasbased on the market price of shares at December 31, 2005, which was higherthan the option price.

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**EmploymentAgreements**

**EMPLOYMENT CONTRACTS WITH NAMEDEXECUTIVE OFFICERS**

On October 20, 2005, in connection withappointment of Dennis J. Conroy as Chief Executive Officer and President ofComputer Horizons Corp. (the “Company”), the Company entered into an employmentletter (the “Conroy Letter”) with Mr. Conroy, which sets forth terms andprovisions governing Mr. Conroy’s employment as Chief Executive Officerand President of the Company.  The ConroyLetter provides for an annual salary of $365,000. In connection with hisemployment, Mr. Conroy received an option grant to purchase 100,000 sharesof the Company’s common stock, $.10 par value, at an exercise price of $4.16per share pursuant to and in accordance with the Company’s 2004 OmnibusIncentive Compensation Plan (the “2004 Plan”). Such stock option shall vest andbecome exercisable as to one-third of such shares on each of October 19,2006, October 19, 2007 and October 19, 2008. Such stock option shallvest and become exercisable with respect to all of such shares upon a “Changeof Control” as such term is defined in the 2004 Plan. Mr. Conroy will beprovided with a car allowance of $1,000 per month and will be eligible fortwenty-five paid vacation days per year.

Mr. Shea has an employment agreement with theCompany, which would have automatically renewed in March, provided he had notresigned. The Agreement provided for an annual salary at the rate of $220,000,plus severance pay in the event of termination of employment by the Company.The Agreement also provided that, if a Change of Control occurs and thereafter Mr. Sheaeither continues to be employed by the Company through the end of the contractterm or his employment is terminated by the Company other than for cause ordisability (as such terms are defined in the Agreement) or Mr. Sheaterminates his employment for good reason (as defined in the Agreement), then Mr. Sheashall be entitled to receive a lump sum equal to two times his current basesalary and highest bonus (subject to reduction to avoid excise or other taxes)earned during his employment with the Company, as well as continued benefitsunder the Company’s benefit plans. Mr. Shea voluntarily resigned from theCompany effective April 28, 2006.

Mr. Murphy was partyto an employment agreement with the Company. The Agreement provided, amongother things, for an annual salary at the rate of $365,000, with such increasesand bonuses, if any, as the Board of Directors may determine, together withparticipation in all benefit plans in which members of the Company’s seniormanagement generally are entitled to participate. The Agreement also providedthat, if a Change of Control occurs and thereafter Mr. Murphy eithercontinues to be employed by the Company through the end of the contract term orhis employment is terminated by the Company other than for cause or disability(as such terms are defined in the Agreement) or Mr. Murphy terminates hisemployment for good reason (as defined in the Agreement), then Mr. Murphyshall be entitled to receive a lump sum equal to two times his current basesalary and highest bonus (subject to reduction to avoid excise or other taxes)earned during his employment with the Company, as well as continued benefitsunder the Company’s benefit plans. Mr. Murphy’s employment with theCompany was terminated on October 18, 2005.

**SEPARATION AGREEMENTS WITH CERTAINEXECUTIVE OFFICERS**

On October 18, 2005,William J. Murphy, upon termination as President and Chief Executive Officerand in accordance with his employment agreement, was paid severance in theamount of $895,000, along with his deferred compensation funds, whichapproximated $381,000. Mr. Murphy agreed pursuant to the separationagreement that these payments were in full satisfaction of any obligations thatwould otherwise be due him as severance and unpaid salary, benefits, or othercompensation.

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**Compensation Committee Interlocks and InsiderParticipation**

The Compensation Committeeconsists of Chairman, Robert Walters; Eric Rosenfeld and Willem van Rijn. Noneof these individuals was at any time during the fiscal year ended December 31,2005 or at any other time one of our officers or employees.

None of our executiveofficers serve as a member of the Board of Directors or the compensationcommittee of any other entity which has one or more executive officers servingas a member of our Board of Directors or Compensation Committee.

**Director Compensation**

In 2005, the Companyengaged Hewitt Associates to conduct an independent review of Outside DirectorCompensation. Based upon this study, effective October 18, 2005, thecompensation for non-employee Directors has been modified as follows:

·       Permeeting fee for non-employee Directors adjusted from $1,000 to $2,000 which isthe median among companies paying Board meeting fees.

·       Annualfees for Audit Committee and Compensation Committee Chair have been adjusted to$8,000 and $5,000 respectively due to stringent corporate governance mandates,responsibilities and time commitments.

·       Initialup-front stock option award moved from 10,000 to 15,000 bringing stock optionaward in line with standard market approach.

The following summarizesnon-employee Director compensation:

·       TheChairman of the Board will receive an annual retainer of $30,000;

·       Eachnon-employee director will receive an annual retainer of $20,000;

·       Eachnon-employee director will receive an additional $2,000 per each Board meetingattended;

·       Eachnon-employee director of each standing committee will receive a fee of $1,000per each full length committee meeting attended;

·       Chairsof the Board and the various standing committees, excepting the AuditCommittee, will receive an annual fee of $5,000. In lieu of the foregoing, theChair of the Audit Committee will receive an annual fee of $8,000; and

·       Eachnon-employee member of the Board receives a one-time initial grant of an optionto purchase 15,000 shares of the Company’s common stock and an annual grant ofan option to purchase 10,000 shares, with an exercise price equal to the fairmarket value on the date of the grant.

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**Item12.****  ***Security Ownership ofCertain Beneficial Owners and Management and Related Stockholder Matters*

**EQUITY COMPENSATIONPLAN INFORMATION**

The following tablesummarizes information about the Company’s equity compensation plans as of December 31,2005.

**EQUITYCOMPENSATION PLAN INFORMATION**

| **Plan Category**                                      | ** ** | ** ** | ** ** | **Number of securities  to be issued upon  exercise of  outstanding options,  warrants and rights  (a)** | ** ** | **Weighted-average  exercise price of  outstanding options,  warrants and rights  (b)** | ** ** | **Number of securities  remaining available  for future  issuance under  equity compensation  plans (excluding securities  reflected in Column(a))  (c)** | ** ** |
|-------------------------------------------------------------|------------|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| Equity  compensation plans approved by security holders     |       |       | 2,675,000  |                                                                                                                                                  |       |                                                                                                             | $          | 3.69                                                                                                                                                                                                        |       |   |   | 3,050,500 | (1) |   |
| Equity  compensation plans not approved by security holders |       |       |       |                                                                                                                                                  |       |                                                                                                             |       |                                                                                                                                                                                                        |       |   | — |   |   |
| **Total**                                                   |       |       | 2,675,000  |                                                                                                                                                  |       |                                                                                                             |       |                                                                                                                                                                                                        |       |   | 3,050,500 |   |   |

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(1)          Consists of 2,976,500shares of the Company’s common stock reserved under the 2004 Omnibus IncentiveCompensation Plan and 74,000 shares of the Company’s common stock reservedunder the Company’s 1991 Directors’ Stock Option Plan.

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**SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS INCLUDING DIRECTORSAND NAMED EXECUTIVEOFFICERS**

The following table presents certain information withrespect to the beneficial ownership of shares of the Company’s common stock(its only class of voting securities) on March 31, 2006 (except as notedotherwise), by (a) persons owning more than 5% of such shares, (b) eachdirector, (c) the named executive officers identified in the SummaryCompensation Table, and (d) all directors and named executive officers asa group. Unless otherwise indicated, each person has sole voting anddispositive power over the shares shown as being owned by such person.

| Name and Address of  Beneficial Owner        | ** ** | ** ** | ** ** | **Amount and  Nature of  Beneficial  Ownership  as of March 31,  2005(1)** | ** ** | **Percent of  Class** | ** ** |
|------------------------------------------------------------------|------------|------------|------------|-----------------------------------------------------------------------------------------------------|------------|----------------------------|------------|
| Eric Rosenfeld                                                   |       |       | 2,426,600  | (2)                                                                                                 |       |                       | 7.46       | % |   |
| 49 Old Bloomfield Avenue  Mountain Lakes, NJ 07046-1495          |       |       |       |                                                                                                |       |                       |       |   |   |
| Karl L. Meyer                                                    |       |       | 25,000     |                                                                                                |       |                       | (3)        |   |   |
| 49 Old Bloomfield Avenue  Mountain Lakes, NJ 07046-1495          |       |       |       |                                                                                                |       |                       |       |   |   |
| Frank J. Tanki                                                   |       |       | 25,000     |                                                                                                |       |                       | (3)        |   |   |
| 49 Old Bloomfield Avenue  Mountain Lakes, NJ 07046-1495          |       |       |       |                                                                                                |       |                       |       |   |   |
| Willem van Rijn                                                  |       |       | 25,000     |                                                                                                |       |                       | (3)        |   |   |
| 49 Old Bloomfield Avenue  Mountain Lakes, NJ 07046-1495          |       |       |       |                                                                                                |       |                       |       |   |   |
| Robert F. Walters                                                |       |       | 25,000     |                                                                                                |       |                       | (3)        |   |   |
| 49 Old Bloomfield Avenue  Mountain Lakes, NJ 07046-1495          |       |       |       |                                                                                                |       |                       |       |   |   |
| Dennis Conroy                                                    |       |       | 0          |                                                                                                |       |                       | (3)        |   |   |
| 49 Old Bloomfield Avenue  Mountain Lakes, NJ 07046-1495          |       |       |       |                                                                                                |       |                       |       |   |   |
| Michael J. Shea                                                  |       |       | 144,948    |                                                                                                |       |                       | (3)        |   |   |
| 49 Old Bloomfield Avenue  Mountain Lakes, NJ 07046-1495          |       |       |       |                                                                                                |       |                       |       |   |   |
| All directors and  executive officers as a group (eight persons) |       |       | 2,671,548  |                                                                                                |       |                       | 7.9        | % |   |
| Dimensional Fund Advisors,  Inc                                  |       |       | 2,307,921  | (4)                                                                                                 |       |                       | 7.1        | % |   |
| 1299 Ocean Avenue, 11th Floor  Santa Monica, CA 90401       |       |       |       |                                                                                                |       |                       |       |   |   |
| Boston Avenue Capital                                            |       |       | 1,999,540  | (5)                                                                                                 |       |                       | 6.15       | % |   |
| 415 South Boston, 9th Floor  Tulsa, OK 74103                |       |       |       |                                                                                                |       |                       |       |   |   |
| Regan Partners L.P.                                              |       |       | 1,702,600  | (6)                                                                                                 |       |                       | 5.23       | % |   |
| 32 E. 57th St.; 20th Floor  New York, NY 10022         |       |       |       |                                                                                                |       |                       |       |   |   |
| Crescendo Partners II,  L.P., Series R(7)                   |       |       | 2,401,600  |                                                                                                |       |                       | 7.38       | % |   |
| 10 E. 53rd St.; 35th  Floor  New York, NY 10022                  |       |       |       |                                                                                                |       |                       |       |   |   |

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(1)          Includes 131,292 sharesissuable upon exercise of options granted under the Company’s 1994 IncentiveStock Option and Appreciation Plan to Mr. Shea. Includes shares issuableupon exercise of 

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options granted under theCompany’s 2004 Omnibus Incentive Compensation Plan , as follows: Rosenfeld,5,000; Meyer, 5,000; Tanki, 5,000; van Rijn, 5,000; Walters, 5,000. Includesshares issuable upon exercise of options granted under the 1991 Directors’Stock Option Plan, as follows: Rosenfeld, 20,000; Meyer, 20,000; Tanki, 20,000;van Rijn, 20,000; Walters, 20,000

(2)          Includes 2,401,600shares owned by Crescendo Partners II, L.P., Series R. Crescendo PartnersII L.P., Series R filed a Schedule 13D Statement with the Securitiesand Exchange Commission stating that as of the end of business on October 20,2005, Crescendo Partners II, L.P., Series R beneficially owned 2,401,600shares of the Company’s Common Stock. As the general partner of CrescendoPartners II, Crescendo Investments II, LLC may be deemed to beneficially ownthe 2,401,600 shares of the Company’s Common Stock owned by Crescendo PartnersII. As the managing member of Crescendo Investments II, which in turn is thegeneral partner of Crescendo Partners II, Mr. Rosenfeld may be deemed tobeneficially own the 2,401,600 shares of the Company’s common stock owned byCrescendo Partners II. Mr. Rosenfeld has sole voting and dispositive powerwith respect to the 2,401,600 shares of the Company’s common stock owned byCrescendo Partners II by virtue of this authority to vote and dispose of suchshares. Crescendo Investments II and Mr. Rosenfeld disclaim beneficialownership of the shares held by Crescendo Partners II, except to the extent oftheir pecuniary interest therein.

(3)          Less than 1%

(4)          Dimensional FundAdvisors, Inc. filed a Schedule 13G/A Statement with the Securitiesand Exchange Commission stating that as of February 6, 2006, it may bedeemed to have sole voting power and sole dispositive power with respect to2,307,921 shares of the Company’s common stock with no shared voting power orshared dispositive power.

(5)          Boston Avenue Capitalfiled a Schedule 13D Statement with the Securities and Exchange Commissionstating that as of October 11, 2005 it may be deemed to have sole votingpower and sole dispositive power with respect to 1,999,540 shares of theCompany’s common stock with no shared voting power or shared dispositive power.

(6)          Regan Partners L.P.filed a Schedule 13G Statement with the Securities and Exchange Commissionstating that as of January 6, 2006 it may be deemed to have soledispositive power with respect to 375,000 shares of the Company’s common stockand shared dispositive power with respect to 1,327,600.

(7)          CrescendoPartners II L.P., Series R filed a Schedule 13D Statement with theSecurities and Exchange Commission stating that as of the end of business on October 20,2005, Crescendo Partners II, L.P., Series R beneficially owned 2,401,600shares of the Company’s common stock. As the general partner of CrescendoPartners II, Crescendo Investments II, LLC may be deemed to beneficially ownthe 2,401,600 shares of the Company’s common stock owned by Crescendo PartnersII. As the managing member of Crescendo Investments II, which in turn is thegeneral partner of Crescendo Partners II, Mr. Rosenfeld may be deemed tobeneficially own the 2,401,600 shares of the Company’s common stock owned byCrescendo Partners II. Mr. Rosenfeld has sole voting and dispositive powerwith respect to the 2,401,600 shares of the Company’s common stock owned byCrescendo Partners II by virtue of this authority to vote and dispose of suchshares. Crescendo Investments II and Mr. Rosenfeld disclaim beneficialownership of the shares held by Crescendo Partners II, except to the extent oftheir pecuniary interest therein.

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**Item 13.**   *CertainRelationships and Related Transactions*

The Company reimbursedCrescendo Partners L.P., an entity of which Eric Rosenfeld, the Chairman of theBoard of the Company, is the General Partner, approximately $500,000 for twoproxy campaigns initiated and won in 2005 with respect to the Company.

**Item 14.**   *PrincipalAccountant Fees and Services*

**Audit**Fees****

Fees for audit servicestotaled $1,046,000 and $1,385,000 in 2005 and 2004, respectively, includingfees for the audit of the Company’s annual financial statements included in theCompany’s Form 10-K, review of the Company’s quarterly financialstatements included in the Company’s Form 10-Q, Sarbanes Oxley Section 404audit procedures, consents and accounting consultations, and other suchservices that generally only an independent accountant can provide.

**Audit**Related Fees****

*AuditRelated Fees.**  *Feesfor audit-related services totaled $757,000 and $625,000 in 2005 and 2004, respectively,including fees for the audit of the Company’s restated Forms 10-Kand 10-Q in 2004, acquisition due diligence, review of the Company’s S-3filing, Chimes SAS 70 review, employee benefit plan audits and certainother services traditionally performed by independent accountants.

**Tax Fees**

Fees for tax services,including tax preparation, compliance and tax planning, totaled $136,000 and$160,000 in 2005 and 2004, respectively. These amounts include tax preparationand compliance fees of $92,000 and $106,000 in 2005 and 2004, respectively.

**Other Fees**

None in 2005 and 2004

The Audit Committee’s policy is to pre-approveservices to be performed by the Company’s independent public accountants in thecategories of audit services, audit-related services, tax services and otherservices. Additionally, the Audit Committee will consider on a case-by-casebasis and, if appropriate, approve specific engagements that are not otherwisepre-approved. All services have been approved by the Audit Committee, and allaudit services performed by Grant Thornton were performed by permanent,full-time employees of Grant Thornton.

 

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**PART IV**

**Item 15.**                 *Exhibits and Financial Statement Schedules*

The following exhibits and financial statementschedules are incorporated by reference in Part III of this Form 10-K/A.

(a)          Financial Statements andFinancial Statement Schedules

The required Financial Statements were previouslyfiled on this Form 10-K.

(b)         Exhibits

| **Exhibit** | ** ** | ** **                                                                                                                                                                                               | ** ** | **Description**                                                                                                                  | ** ** | **Incorporated by Reference to** |
|-------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------|
| 2.1         |       | Stock purchase agreement  dated as of July 8, 2003 between the Company, RGII and Kathryn B.  Freeland.                                                                                              |       | Exhibit 2.1 to  Form 8-K dated July 8, 2003.                                                                      |
| 3(a-1)      |       | Certificate of  Incorporation as amended through 1971.                                                                                                                                                   |       | Exhibit 3(a) to  Registration Statement on Form S-1 (File No. 2-42259)                                       |
| 3(a-2)      |       | Certificate of Amendment  dated May 16, 1983 to Certificate of Incorporation.                                                                                                                       |       | Exhibit 3(a-2)  to Form 10K for the fiscal year ended February 28, 1983.                                          |
| 3(a-3)      |       | Certificate of Amendment  dated June 15, 1988 to Certificate of Incorporation.                                                                                                                      |       | Exhibit 3(a-3)  to Form 10K for the fiscal year ended December 31, 1988.                                          |
| 3(a-4)      |       | Certificate of Amendment  dated July 6, 1989 to Certificate of Incorporation.                                                                                                                       |       | Exhibit 3(a-4)  to Form 10K for the fiscal year ended December 31, 1994.                                          |
| 3(a-5)      |       | Certificate of Amendment  dated February 14, 1990 to Certificate of Incorporation.                                                                                                                  |       | Exhibit 3(a-5)  to Form 10K for the fiscal year ended December 31, 1989.                                          |
| 3(a-6)      |       | Certificate of Amendment  dated May 1, 1991 to Certificate of Incorporation.                                                                                                                        |       | Exhibit 3(a-6)  to Form 10K for the fiscal year ended December 31, 1994.                                          |
| 3(a-7)      |       | Certificate of Amendment  dated July 12, 1994 to Certificate of Incorporation.                                                                                                                      |       | Exhibit 3(a-7)  to Form 10K for the fiscal year ended December 31, 1994.                                          |
| 3.2         |       | Bylaws, as amended and  presently in effect.                                                                                                                                                             |       | Exhibit 3.2 to  Form 10K for the fiscal year ended December 31, 2003.                                             |
| 4(a)        |       | Rights Agreement dated  as of July 6, 1989 between the Company and Chemical Bank, as Rights  Agent (“Rights Agreement”) which includes the form of Rights Certificate as  Exhibit B. |       | Exhibit 1 to  Registration Statement on Form 8-A dated July 7, 1989.                                              |
| 4(b)        |       | Amendment No. 1  dated as of February 13, 1990 to Rights Agreement.                                                                                                                            |       | Exhibit 1 to  Amendment No. 1 on Form 8 dated February 13, 1990 to  Registration Statement on Form 8-A. |
| 4(c)        |       | Amendment No. 2  dated as of August 10, 1994 to Rights Agreement.                                                                                                                              |       | Exhibit 4(c) to  Form 10K for the fiscal year ended December 31, 1994.                                       |
| 4(d)        |       | Employee’s Savings Plan  and Amendment Number One.                                                                                                                                                  |       | Exhibit 4.4 to  Registration Statement on Form S-8 dated December 5, 1995.                                        |

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| 4(e)  |   | Employee’s Savings Plan  Trust Agreement as Amended and Restated Effective January 1, 1996.                                                                    |   | Exhibit 4.5 to  Registration Statement on Form S-3 dated December 5, 1995.      |
|-------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------|
| 4(f)  |   | Amendment No. 3  dated as of July 13, 1999 to Rights Agreement.                                                                                                |   | Exhibit 4.1 to  Form 8-K dated July 13, 1999.                                   |
| 10(a) |   | Employment Agreement  dated as of February 16, 1990 between the Company and John J. Cassese.                                                                        |   | Exhibit 10(a) to  Form 10K for the year ended December 31, 1989.           |
| 10(b) |   | Employment Agreement  dated as of January 1, 1997 between the Company and William J. Murphy.                                                                        |   | Exhibit 10(g) to  Form S-3 dated August 14, 1997.                          |
| 10(c) |   | Employment Agreement  dated as of March 6, 1997 between the Company and Michael J. Shea.                                                                            |   | Exhibit 10(c) to  Form 10K for the year ended December 31, 1996.           |
| 10(d) |   | 1991 Directors’ Stock  Option Plan, as amended.                                                                                                                     |   | Exhibit 10(g) to  Form 10-K for the year ended December 31, 1994.          |
| 10(e) |   | 1994 Incentive Stock  Option and Appreciation Plan.                                                                                                                      |   | Exhibit 10(h) to  Form 10K for the fiscal year ended December 31, 1994.    |
| 10(f) |   | $15,000,000  Discretionary Line of Credit payable to Chase Manhattan Bank dated as of  June 30, 1998.                                                               |   | Exhibit 10(h) to  Form S-3 dated August 14, 1997.                          |
| 10(g) |   | $10,000,000  Discretionary Line of Credit from PNC Bank dated as of June 5, 1998.                                                                                   |   | Exhibit 10(h) to  Form 10K for the fiscal year ended December 31, 1996.    |
| 10(h) |   | 1999 Employee Stock  Purchase Plan.                                                                                                                                      |   | Exhibit 99.1 to  Form S8 dated March 17, 1999.                                  |
| 10(i) |   | Amendment to the  employment agreement dated as of March 24, 2000 between the Company and  William J. Murphy.                                                       |   | Exhibit 10(i) to  Form 10K for the fiscal year ended December 31, 1999.    |
| 10(j) |   | $15,000,000 Discretionary  Line of Credit payable to Chase Manhattan Bank dated as of June 30,  1998, as amended on March 15, 2000 (increased to $30,000,000). |   | Exhibit 10(j) to  Form 10K for the fiscal year ended December 31, 1999.    |
| 10(k) |   | $20,000,000  Discretionary Line of Credit payable to Chase Manhattan Bank dated as of  March 20, 2001.                                                         |   | Exhibit 10(k) to  Form 10K for the fiscal year ended December 31, 2000.    |
| 10(l) |   | $40,000,000 Asset-Based  Lending Agreement payable to CIT dated as of July 31, 2001.                                                                                |   | Exhibit 10(l) to  Form 10K for the fiscal year ended December 31, 2001     |
| 10(n) |   | Amendment to the  $40,000,000 Asset-Based Lending Agreement payable to CIT dated as of  February 14, 2003.                                                          |   | Exhibit 10(n) to  Form 10-K for the fiscal year ended December 31, 2002.   |
| 10(o) |   | Non-qualified supplemental  retirement benefit agreement for William J. Murphy.                                                                                          |   | Exhibit 10(o) to  Form 10-K/A for the fiscal year ended December 31, 2003. |

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| 10(p)  |   | Non-qualified  supplemental retirement benefit agreement for Michael J. Shea.                                                                                              |   | Exhibit 10(p) to  Form 10-K/A for the fiscal year ended December 31, 2003.              |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------|
| 10(q)  |   | First Amendment to the  non-qualified supplemental retirement benefit agreement for William J.  Murphy.                                                                    |   | Exhibit 10(q) to  Form 10-K/A for the fiscal year ended December 31, 2003.              |
| 10(r)  |   | First Amendment to the  non-qualified supplemental retirement benefit agreement for Michael J. Shea.                                                                       |   | Exhibit 10(r) to  Form 10-K/A for the fiscal year ended December 31, 2003.              |
| 10(s)  |   | Summary of Executive  Compensation Exchange Program with John J. Cassese.                                                                                                  |   | Exhibit 10(s) to  Form 10-K/A for the fiscal year ended December 31, 2002.              |
| 10(t)  |   | Severance Agreement  dated as of April 28, 2003 between the Company and John J. Cassese.                                                                              |   | Exhibit 10.1 to  Form 10-Q for the fiscal quarter ended March 31, 2003.                      |
| 10(u)  |   | Amendment to the  Employment Agreement dated as of March 31, 2003 between the Company and  William J. Murphy.                                                         |   | Exhibit 10.2 to  Form 10-Q for the fiscal quarter ended March 31, 2003.                      |
| 10(v)  |   | Amendment to the  Employment Agreement dated as of April 3, 2003 between the Company and  Michael J. Shea.                                                            |   | Exhibit 10.3 to  Form 10-Q for the fiscal quarter ended March 31, 2003.                      |
| 10(w)  |   | Employment agreement  dated as of July 8, 2003 between RGII and Kathryn B. Freeland.                                                                                  |   | Exhibit 10.1 to  Form 8-K dated July 8, 2003.                                                |
| 10(x)  |   | Employment agreement  dated as of August 19, 2003 between the Company and Kristin R. Evins.                                                                           |   | Exhibit 10.1 to  Form 10-Q for the fiscal quarter ended September 30, 2003.                  |
| 10(y)  |   | Employment Agreement  dated as of September 8, 2004, by and between Computer Horizons Corp.  and John Ferdinandi together with Offer Letter dated August 5, 2004 |   | Exhibit 10.1 to the  Company’s Current Report on Form 8-K filed on April 12, 2005       |
| 10(z)  |   | Employment Agreement  dated as of October 20, 2005 between Computer Horizons Corp. and Dennis  J. Conroy                                                              |   | Exhibit 99.01 to the  Company’s Current Report on Form 8-K/A filed on October 26,  2005 |
| 10(aa) |   | Employment Agreement  dated as of October 20, 2005 between Computer Horizons Corp. and Brian  A. Delle Donne                                                          |   | Exhibit 99.02 to  the Company’s Current Report on Form 8-K/A filed on October 26,  2005 |
| 10(bb) |   | Accepted offer letter  dated November 15, 2005 between Computer Horizons Corp. and Marci  Braunstein                                                                  |   | Exhibit 10.01 to  the Company’s Current Report on Form 8-K filed on  November 30, 2005  |
| 10(cc) |   | Retention bonus  agreement dated November 29, 2005 between Computer Horizons Corp. and  Michael J. Shea                                                               |   | Exhibit 10.01 to  the Company’s Current Report on Form 8-K filed on December 5,  2005   |

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| 10(dd) |   | Agreement and Plan of  Merger, dated as of April 12, 2005, among Computer Horizons Corp.,  Analysts International Corporation and JV Merger Corp |   | Exhibit 2.1 to the  Company’s Current Report on Form 8-K filed on April 13, 2005  |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------|
| 10(ee) |   | Internal Memorandum to  Computer Horizon Corp. employees, dated April 13, 2005                                                                   |   | Exhibit 99.3 to the  Company’s Current Report on Form 8-K filed on April 13, 2005 |
| 10(ff) |   | 2004 Omnibus Incentive  Compensation Plan dated May 19, 2004.                                                                                    |   | Exhibit 10(Y) to  Form 10-K for year ended December 31, 2004                      |
| 10(gg) |   | Stock Purchase Agreement  between RGII Technologies, Inc. and Automated Information  Management, Inc. dated April 1, 2004              |   | Exhibit 10(Z) to  Form 10-K for year ended December 31, 2004                      |
| 21     |   | List of Subsidiaries.                                                                                                                                 |   | Exhibit 21 to  Form 10-K for the year ended December 31, 2005                          |
| 23     |   | Consent of Grant  Thornton LLP, Independent Registered Public Accounting Firm.                                                                        |   | Exhibit 23 to  Form 10-K for the year ended December 31, 2005                          |
| 31.1   |   | CEO Certification  required by Rule 13a-14(a)/ 15d-14(a) under the  Securities Exchange Act of 1934.                                        |   | Filed herewith                                                                                        |
| 31.2   |   | CFO Certification  required by Rule 13a-14(a)/ 15d-14(a) under the  Securities Exchange Act of 1934.                                        |   | Filed herewith                                                                                        |
| 32.1   |   | CEO Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002.               |   | Filed herewith                                                                                        |
| 32.2   |   | CFO Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002.               |   | Filed herewith                                                                                        |

 

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**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, the registrant has duly caused this reportto be signed on its behalf by the undersigned, thereunto duly authorized.

|                                       |   | COMPUTER HORIZONS CORP.          |
|---------------------------------------|--------|----------------------------------|
| Date:   April 28, 2006 | By:    | /s/ DENNIS J.  CONROY            |
|                                  |   | Dennis J. Conroy, President, CEO |
|                                  |   | (Principal Executive Officer)    |
| Date:   April 28, 2006 | By:    | /s/ MICHAEL J.  SHEA             |
|                                  |   | Michael J. Shea,                 |
|                                  |   | Vice President and CFO           |
|                                  |   | (Principal Financial Officer)    |
| Date   April 28, 2006  | By:    | /s/ MARCI  BRAUNSTEIN            |
|                                  |   | Marci Braunstein                 |
|                                  |   | Corporate Controller             |
|                                  |   | (Principal Accounting Officer)   |

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated.

|                                       |   | COMPUTER HORIZONS CORP.                            |
|---------------------------------------|--------|----------------------------------------------------|
| Date:   April 28, 2006 | By:    | /s/ ERIC  ROSENFELD                                |
|                                  |   | Eric Rosenfeld, Chairman of the Board and Director |
| Date:   April 28, 2006 | By:    | /s/ KARL L.  MEYER                                 |
|                                  |   | Karl L. Meyer, Director                            |
| Date:   April 28, 2006 | By:    | /s/ FRANK J.  TANKI                                |
|                                  |   | Frank J. Tanki, Director                           |
| Date:   April 28, 2006 | By:    | /s/ WILLEM VAN  RIJN                               |
|                                  |   | Willem van Rijn, Director                          |
| Date:   April 28, 2006 | By:    | /s/ ROBERT F.  WALTERS                             |
|                                  |   | Robert F. Walters, Director                        |

 

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