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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q/A

|ý                                                             | Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934       
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|for the quarterly period ended June 30, 2003                 
|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 registrant as specified in its charter)

|New York(State or other jurisdiction of
incorporation or organization)                                                    |  | 13-2638902(I.R.S. Employer
Identification Number)
|------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------
|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

Not Applicable(Former name, former address and former fiscal year, if
changed since last report)

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding twelve months (or for 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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ý        No o

As
of August 11, 2003 the issuer had 30,472,840 shares of common stock outstanding.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A to our quarterly report on Form 10-Q for the quarter ended June 30, 2003
is being filed solely for the purpose of responding to comments received by us from the Staff of the Securities and Exchange Commission. This Amendment speaks as of the original filing date of our
annual report on Form 10-Q and has not been updated to reflect events occurring subsequent to the original filing date. For the convenience of the reader, we have refiled our
quarterly report on Form 10-Q in its entirety.

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COMPUTER HORIZONS CORP. AND SUBSIDIARIES        Index

|Part I    Financial Information
|-------------------------------
|Item 1                         
|                               
|                               
|                               
|Item 2                         
|Item 4                         
|Part II    Other Information   
|Item 1                         
|Item 4                         
|Item 6                         
|                               

2

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COMPUTER HORIZONS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)

|                                           |                                                                                                                                       | June 30,
2003              |         | December 31,
2002 |        
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------- | ----------------- | -------
|
|ASSETS                                     |                                                                                                                                       |                            |         |                   |        
|CURRENT ASSETS:                            |                                                                                                                                       |                            |         |                   |        
|                                           | Cash and cash equivalents                                                                                                             |                            | $       | 71,057            |        
|                                           | Accounts receivable, net of allowance for doubtful accounts of $8,320 and $7,696 at June 30, 2003 and December 31, 2002, respectively |                            |         | 48,976            |        
|                                           | Deferred income taxes                                                                                                                 |                            |         | 5,867             |        
|                                           | Refundable income taxes                                                                                                               |                            |         |                  |        
|                                           | Other                                                                                                                                 |                            |         | 5,588             |        
|                                           |                                                                                                                                       |                            |         |                   |        
|                                           |                                                                                                                                       | TOTAL CURRENT ASSETS       |         |                   | 131,488
|                                           |                                                                                                                                       |                            |         |                   |        
|PROPERTY AND EQUIPMENT                     |                                                                                                                                       |                            | 38,522  |                   |        
|                                           | Less accumulated depreciation                                                                                                         |                            |         | (29,101           | )      
|                                           |                                                                                                                                       |                            |         |                   |        
|                                           |                                                                                                                                       |                            | 9,421   |                   |        
|                                           |                                                                                                                                       |                            |         |                   |        
|OTHER ASSETS  NET:                        |                                                                                                                                       |                            |         |                   |        
|                                           | Goodwill                                                                                                                              |                            |         | 19,590            |        
|                                           | Deferred income taxes                                                                                                                 |                            |         | 10,969            |        
|                                           | Other                                                                                                                                 |                            |         | 10,509            |        
|                                           |                                                                                                                                       |                            |         |                   |        
|                                           |                                                                                                                                       | TOTAL OTHER ASSETS         |         |                   | 41,068 
|                                           |                                                                                                                                       |                            |         |                   |        
|TOTAL ASSETS                               |                                                                                                                                       | $                          | 181,977 |                   | $      
|                                           |                                                                                                                                       |                            |         |                   |        
|LIABILITIES AND SHAREHOLDERS' EQUITY       |                                                                                                                                       |                            |         |                   |        
|CURRENT LIABILITIES:                       |                                                                                                                                       |                            |         |                   |        
|                                           | Accounts payable                                                                                                                      |                            | $       | 7,722             |        
|                                           | Accrued payroll, payroll taxes and benefits                                                                                           |                            |         | 4,748             |        
|                                           | Restructuring reserve                                                                                                                 |                            |         | 3,877             |        
|                                           | Income taxes payable                                                                                                                  |                            |         | 706               |        
|                                           | Tax benefit reserve                                                                                                                   |                            |         | 19,600            |        
|                                           | Other accrued expenses                                                                                                                |                            |         | 3,621             |        
|                                           |                                                                                                                                       |                            |         |                   |        
|                                           |                                                                                                                                       | TOTAL CURRENT LIABILITIES  |         |                   | 40,274 
|                                           |                                                                                                                                       |                            |         |                   |        
|OTHER LIABILITIES                          |                                                                                                                                       |                            | 5,993   |                   |        
|                                           |                                                                                                                                       |                            |         |                   |        
|SHAREHOLDERS' EQUITY:                      |                                                                                                                                       |                            |         |                   |        
|                                           | Preferred stock, $.10 par; authorized and unissued 200,000 shares, including 50,000 Series A                                          |                            |         |                   |        
|                                           | Common stock, $.10 par, authorized 100,000,000 shares; issued 33,153,107 shares at June 30, 2003 and December 31, 2002 respectively   |                            |         | 3,315             |        
|                                           | Additional paid-in capital                                                                                                            |                            |         | 133,354           |        
|                                           | Accumulated comprehensive loss                                                                                                        |                            |         | (3,452            | )      
|                                           | Retained earnings                                                                                                                     |                            |         | 17,446            |        
|                                           |                                                                                                                                       |                            |         |                   |        
|                                           |                                                                                                                                       |                            |         | 150,663           |        
|                                           |                                                                                                                                       |                            |         |                   |        
|                                           | Less shares held in treasury, at cost; 2,696,434 shares and 2,660,667 shares at June 30, 2003 and December 31, 2002, respectively     |                            |         | (14,953           | )      
|                                           |                                                                                                                                       |                            |         |                   |        
|                                           |                                                                                                                                       | TOTAL SHAREHOLDERS' EQUITY |         |                   | 135,710
|                                           |                                                                                                                                       |                            |         |                   |        
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |                                                                                                                                       | $                          | 181,977 |                   | $      
|                                           |                                                                                                                                       |                            |         |                   |        

3

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COMPUTER HORIZONS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(dollars in thousands, except per share data)

|                                                                                      |                                     | THREE MONTHS ENDED |         | SIX MONTHS ENDED |      
|------------------------------------------------------------------------------------- | ----------------------------------- | ------------------ | ------- | ---------------- | -----
|
|
|REVENUES:                                                                             |                                     |                    |         |                  |      
|                                                                                      | IT Services                         |                    | $       | 35,320           |      
|                                                                                      | Solutions Group                     |                    |         | 18,691           |      
|                                                                                      | Chimes                              |                    |         | 4,822            |      
|                                                                                      |                                     |                    |         |                  |      
|                                                                                      |                                     |                    | 58,833  |                  | 100.0
|                                                                                      |                                     |                    |         |                  |      
|COSTS AND EXPENSES:                                                                   |                                     |                    |         |                  |      
|                                                                                      | Direct costs                        |                    |         | 41,511           |      
|                                                                                      | Selling, general and administrative |                    |         | 17,238           |      
|                                                                                      | Bad Debt Expense                    |                    |         | 3,478            |      
|                                                                                      | Restructuring charge                |                    |         | 1,949            |      
|                                                                                      | Special charges                     |                    |         | 7,978            |      
|                                                                                      |                                     |                    |         |                  |      
|                                                                                      |                                     |                    | 72,154  |                  | 122.7
|                                                                                      |                                     |                    |         |                  |      
|LOSS FROM OPERATIONS                                                                  |                                     |                    | (13,321 | )                | -22.7
|                                                                                      |                                     |                    |         |                  |      
|OTHER INCOME/(EXPENSE):                                                               |                                     |                    |         |                  |      
|                                                                                      | Gain/(loss) on sale of assets       |                    |         |                 |      
|                                                                                      | Loss on investments                 |                    |         |                 |      
|                                                                                      | Interest income                     |                    |         | 102              |      
|                                                                                      | Interest expense                    |                    |         | (12              | )    
|                                                                                      |                                     |                    |         |                  |      
|                                                                                      |                                     |                    | 90      |                  | 0.2  
|                                                                                      |                                     |                    |         |                  |      
|LOSS BEFORE INCOME TAXES                                                              |                                     |                    | (13,231 | )                | -22.5
|                                                                                      |                                     |                    |         |                  |      
|INCOME TAX BENEFIT:                                                                   |                                     |                    |         |                  |      
|                                                                                      | Deferred                            |                    |         | (3,719           | )    
|                                                                                      |                                     |                    |         |                  |      
|LOSS BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE AND MINORITY INTEREST |                                     |                    | (9,512  | )                | -16.2
|Minority Interest                                                                     |                                     |                    | (18     | )                | 0.0  
|Cumulative effect of change in accounting principle (Note 3)                          |                                     |                    |        |                  | 0.0  
|                                                                                      |                                     |                    |         |                  |      
|NET LOSS                                                                              |                                     | $                  | (9,530  | )                | -16.2
|                                                                                      |                                     |                    |         |                  |      
|LOSS PER SHARE (BASIC & DILUTED):                                                     |                                     |                    |         |                  |      
|Before Cumulative Effect of Change in Accounting Principle                            |                                     | $                  | (0.31   | )                |      
|                                                                                      |                                     |                    |         |                  |      
|Cumulative Effect of Change in Accounting Principle                                   |                                     | $                  |        |                  |      
|                                                                                      |                                     |                    |         |                  |      
|Net Loss                                                                              |                                     | $                  | (0.31   | )                |      
|                                                                                      |                                     |                    |         |                  |      
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:                                        |                                     |                    |         |                  |      
|                                                                                      | Basic & Diluted                     |                    |         | 30,292,000       |      
|                                                                                      |                                     |                    |         |                  |      

4

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COMPUTER HORIZONS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)

|                                                                                |                                                        | Six Months Ended                            |        
|------------------------------------------------------------------------------- | ------------------------------------------------------ | ------------------------------------------- | -------
|
|CASH FLOWS FROM OPERATING ACTIVITIES                                            |                                                        |                                             |        
|Net loss                                                                        |                                                        | $                                           | (10,809
|                                                                                |                                                        |                                             |        
|Adjustments to reconcile net loss to net cash provided by operating activities: |                                                        |                                             |        
|                                                                                | Deferred taxes                                         |                                             |        
|                                                                                | Depreciation                                           |                                             |        
|                                                                                | Provision for bad debts                                |                                             |        
|                                                                                | Loss/(Gain) on sale of assets                          |                                             |        
|                                                                                | Write off of goodwill                                  |                                             |        
|                                                                                | Change in assets and liabilities, net of acquisitions: |                                             |        
|                                                                                |                                                        | Accounts receivable                         |        
|                                                                                |                                                        | Other current assets                        |        
|                                                                                |                                                        | Assets held for sale                        |        
|                                                                                |                                                        | Other assets                                |        
|                                                                                |                                                        | Refundable income taxes                     |        
|                                                                                |                                                        | Accrued payroll, payroll taxes and benefits |        
|                                                                                |                                                        | Accounts payable                            |        
|                                                                                |                                                        | Income taxes payable                        |        
|                                                                                |                                                        | Other accrued expenses                      |        
|                                                                                |                                                        | Other liabilities                           |        
|                                                                                |                                                        |                                             |        
|NET CASH PROVIDED BY OPERATING ACTIVITIES                                       |                                                        |                                             | 12,574 
|                                                                                |                                                        |                                             |        
|CASH FLOWS FROM INVESTING ACTIVITIES                                            |                                                        |                                             |        
|                                                                                | Purchases of furniture and equipment                   |                                             |        
|                                                                                | Proceeds received from the sale of assets              |                                             |        
|                                                                                | Acquisition of assets                                  |                                             |        
|                                                                                |                                                        |                                             |        
|NET CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES                             |                                                        |                                             | (1,217 
|                                                                                |                                                        |                                             |        
|CASH FLOWS FROM FINANCING ACTIVITIES                                            |                                                        |                                             |        
|                                                                                | Notes payablebanks, net                               |                                             |        
|                                                                                | Stock options exercised                                |                                             |        
|                                                                                | Purchase of treasury shares                            |                                             |        
|                                                                                | Stock issued on employee stock purchase plan           |                                             |        
|                                                                                |                                                        |                                             |        
|NET CASH USED IN FINANCING ACTIVITIES                                           |                                                        |                                             | (190   
|                                                                                |                                                        |                                             |        
|                                                                                | Foreign currency losses                                |                                             |        
|                                                                                |                                                        |                                             |        
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                       |                                                        |                                             | 11,288 
|CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                  |                                                        |                                             | 59,769 
|                                                                                |                                                        |                                             |        
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      |                                                        | $                                           | 71,057 
|                                                                                |                                                        |                                             |        

5

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COMPUTER HORIZONS CORP.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFor the Periods June 30, 2003 and June 30, 2002  (unaudited)

1.     Basis of Presentation

The consolidated balance sheet as of June 30, 2003, the consolidated statements of operations for the three and six months ended June 30, 2003 and
June 30, 2002, respectively and the statement of cash flows for the six months ended June 30, 2003 and 2002 have been prepared by the Company without audit. In the opinion of management,
all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2003 (and for all periods
presented) have been made.

Certain
information and note disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America,
which are not required for interim purpose, have been condensed or omitted. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and notes
thereto included in the Annual Report on Form 10-K for the year ended December 31, 2002 filed by the Company. The results of operations for the periods ended June 30,
2003 and 2002 are not necessarily indicative of the operating results for the respective full years.

Reclassifications

Certain reclassifications have been made to the 2002 comparative financial statements to conform to the 2003 presentation.

2.     Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board approved the issuance of SFAS No. 141, "Business Combinations" and in July 2001,
SFAS 142, "Goodwill and Other Intangible Assets." The new standards require that all business combinations initiated after June 30, 2001 must be accounted for under the purchase method.
In addition, all intangible assets acquired that are obtained through contractual or legal right, or are capable of being separately sold, transferred, licensed, rented or exchanged shall be
recognized as an asset apart from goodwill. Goodwill and intangibles with indefinite lives will no longer be subject to amortization, but will be subject to at least an annual assessment for
impairment by applying a fair value based test. The Company adopted SFAS 142 as of January 1, 2002 and in compliance with this new regulation has discontinued the amortization of
goodwill. For the effect of this statement on the Company see Note 3.

In
November 2002, the EITF reached a consensus on Issue No. 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables." This Issue provides
guidance on when and how to separate elements of an arrangement that may involve the delivery or performance of multiple products, services and rights to use assets into separate units of accounting.
The guidance in the consensus is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The transition provision allows either prospective application
or a cumulative effect adjustment upon adoption. The Company is currently evaluating the impact of this statement to the Company.

In
December 2002, the Financial Accounting Standards Board approved the issuance of SFAS No. 148, "Accounting for Stock-Based CompensationTranslation and
Disclosure." This statement amends FASB Statement No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this Statement amended the disclosure requirements of

6

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Statement
123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the methods used
on reported results. The Company adopted the disclosure provisions as of December 31, 2002.

The
exercise price per share on all options granted may not be less than the fair value at the date of the option grant. The Company applies Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees," as modified by FIN 44, "Accounting for Certain Transactions Involving Stock Compensation," in accounting for stock-based employee
compensation, whereby no compensation cost had been recognized for the plans. The Company expects to continue following the guidance under APB 25 for stock based compensation to employees. Had
compensation cost for the plans been determined based on the fair value of the options at the grant dates and been consistent with the
method of SFAS No. 123, the Company's net loss and loss per share would have been increased to the pro forma amounts indicated below:

|                   |  |                                                                                                                                             |  | Three Months Ended |        | Six Months Ended |  
|------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | ---------------- | -
|
|Net loss           |  | As reported                                                                                                                                 |  | $                  | (9,530 | )                | $
|                   |  |                                                                                                                                             |  |                    |        |                  |  
|                   |  | Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |  |                    | (403   | )                |  
|                   |  |                                                                                                                                             |  |                    |        |                  |  
|                   |  | Pro forma                                                                                                                                   |  | $                  | (9,933 | )                | $
|                   |  |                                                                                                                                             |  |                    |        |                  |  
|Earnings per share |  |                                                                                                                                             |  |                    |        |                  |  
|Basic              |  | As reported                                                                                                                                 |  | $                  | (0.31  | )                | $
|                   |  | Pro forma                                                                                                                                   |  |                    | (0.33  | )                |  
|Diluted            |  | As reported                                                                                                                                 |  | $                  | (0.31  | )                | $
|                   |  | Pro forma                                                                                                                                   |  |                    | (0.33  | )                |  

Effective
on January 1, 2003 the Company adopted Financial Accounting Standards Board No. 146, "Accounting for Exit or Disposal Activities," ("SFAS 146"), which
supersedes Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs
Incurred in a Restructuring)." The new standards require that a liability for a cost associated with an exit or disposal activity, including costs related to terminating a contract that is not a
capital lease and the termination benefits that employees who are involuntarily terminated receive under the terms of a one-time benefit arrangement that is not ongoing or an individual
deferred-compensation contract, be recognized when the liability is incurred. Previously, under Issue No. 94-3, a liability for an exit cost was recognized at the date of an
entity's commitment to an exit plan, which may not necessarily meet the definition of a liability. SFAS 146 is effective for exit or disposal activities of the Company that are initiated after
December 31, 2002. The Company adopted SFAS 146 as of January 1, 2003 (See Note 6).

In
January 2003, the FASB issued Financial Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"), which addresses consolidation by business
enterprises of variable interest entities (VIEs). The accounting provisions and disclosure requirements of FIN 46 are effective immediately for VIEs created after January 31, 2003, and are
effective for reporting periods beginning after June 15, 2003, for VIEs created prior to February 1, 2003. The Company is currently evaluating the impact of this statement to the
Company.

7

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3.     Adoption of FAS 142

During the quarter ended June 30, 2002, the Company completed the initial valuation of the carrying value of goodwill existing at January 1, 2002.
As a result a non-cash charge of $29.9 million, or $(0.95) per share was retroactively recorded as the cumulative effect of an accounting change in the six months ended
June 30, 2002 statement of operations. For the year ended December 31, 2002 the Company completed a second valuation of the carrying value of the remaining goodwill and it was determined
that no further impairment had occurred. The changes in the carrying amount of goodwill for the six months ended June 30, 2003, are as follows:

|Reporting Units                 |  | Solutions |        | IT Services |   | Education |  | Chimes |   | Consolidated
|------------------------------- |  | --------- | ------ | ----------- | - | --------- |  | ------ | - | ------------
|
|Balance as of December 31, 2002 |  | $         | 19,203 |             | $ |          |  | $      |  |             
|Additions to goodwill           |  |           | 387    |             |   |          |  |        |  |             
|                                |  |           |        |             |   |           |  |        |   |             
|Balance as of June 30, 2003     |  | $         | 19,590 |             | $ |          |  | $      |  |             
|                                |  |           |        |             |   |           |  |        |   |             

The
reporting units are equal to, or one level below, reportable segments. The Company engaged independent valuation consultants to assist with the transitional goodwill and annual
impairment tests.

The
fair value of each of the reporting units was calculated using the following approaches: (i) market approach and (ii) income approach. Under the market approach, value
is estimated by comparing the performance fundamentals relating to similar public companies' stock prices. Multiples are then developed of the value of the publicly traded stock to various measures
and are then applied to each reporting unit to estimate the value of its equity. Under the income approach, value was determined using the present value of the projected future cash flows to be
generated by the reporting unit.

The fair value conclusion of the reporting units reflects an appropriately weighted value of the market multiple approach and the income approach discussed above. An asset approach was
not used because the asset approach is most relevant for liquidation approaches, investment company valuations and asset rich company valuations (i.e. real estate entities) and was not deemed relevant
for manufacturing and service company going-concern valuations. When either the income approach or the market approach was used, each indicated value of the Solutions entity's equity exceeds the
carrying value of the Solutions entity by at least $15 million. Since each of the two approaches yielded values far in excess of carrying value, any weighting of the two approaches or either
approach used alone results in the same conclusion, that the goodwill was not impaired. When the other entities were tested, both approaches yielded an indicated value which was far below the carrying
value of those entity's equity, therefore the entire amount of goodwill was written off. As a result, a loss of $29.9 million was recognized in June 2002 and recorded as a cumulative
effect of change in accounting principle in the accompanying Consolidated Statements of Operations. There was no income tax effect on the impairment charge as approximately $19 million of the
charge related to goodwill in foreign tax jurisdictions where the Company believes it is more likely than not that future taxable income in these jurisdictions will not be sufficient to realize the
related income tax benefits associated with the charge. The remaining $11 million of the charge was related primarily to goodwill that was acquired prior to the ability to deduct goodwill for
tax purposes.

8

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The
following pro forma table shows the effect of the cumulative effect of change in accounting principle on the Company's net loss as follows (in 000's, except per share data):

|                                                                    |  | Three Months Ended |        | Six Months Ended |  
|------------------------------------------------------------------- |  | ------------------ | ------ | ---------------- | -
|
|Reported Net Loss                                                   |  | $                  | (9,530 | )                | $
|                                                                    |  |                    |        |                  |  
|Cumulative Effect of Change in Accounting Principle                 |  |                    |       |                  |  
|                                                                    |  |                    |        |                  |  
|Adjusted Net Loss                                                   |  | $                  | (9,530 | )                | $
|                                                                    |  |                    |        |                  |  
|Reported Loss per Share:                                            |  |                    |        |                  |  
|Basic & Diluted                                                     |  | $                  | (0.31  | )                | $
|                                                                    |  |                    |        |                  |  
|Adjustment for Cumulative Effect of Change in Accounting Principle: |  |                    |        |                  |  
|Basic & Diluted                                                     |  |                    |       |                  |  
|                                                                    |  |                    |        |                  |  
|Adjusted Loss per Share:                                            |  |                    |        |                  |  
|Basic & Diluted                                                     |  | $                  | (0.31  | )                | $
|                                                                    |  |                    |        |                  |  

4.     Earnings Per Share

The computation of diluted earnings per share excludes options with exercise prices greater than the average market price. During 2003, there were 268,246
excluded options with exercise prices between $4.00 and $26.63 per share at June 30. During 2002, there were 5,742,048 excluded options outstanding at June 30, 2002 with exercise prices
between $2.02 and $26.63 per share.

5.     Segment Information

The Company has identified three business segments: IT Services, the Solutions Group and Chimes, Inc. The IT Services division provides highly skilled
software professionals to augment the internal information management staffs of major corporations. IT Services is primarily staffing augmentation. The Solutions division provides enterprise
application services, e-business solutions, customized Web development and Web enablement of strategic applications, Customer Relationship Management (CRM), network services, strategic
outsourcing and managed resourcing as well as software and relational database products, up to the time of sale, March 25, 2002, of Princeton Softech Inc. In the segment information
chart below, amounts pertaining to Princeton Softech Inc. for the six months ended June 30, 2002, are included and total: revenues of $2.9 million, gross profit of
$2.4 million and an operating loss of $1.9 million. Chimes, Inc., a wholly-owned subsidiary of CHC, provides workforce procurement and management services to Global 2000 companies
which, according to Forbes magazine, represent the biggest and most important companies, as measured by sales, profits, assets and market value. Operating loss consists of loss before income taxes,
excluding interest income, interest expense, gain/(loss) on the sale of assets, restructuring charges, special charges, the write-off of a terminated project and net loss on investments.
These exclusions total expense of $12.9 million and income of $255,000 for the second quarter of 2003 and 2002, respectively and expense of $13.3 million and income of
$3.8 million for the first six months of June 30, 2003 and 2002,respectively (see reconciliation of segments operating loss to
consolidated loss before income taxes). Corporate services,

9

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consisting
of general and administrative services are provided to the segments from a centralized location. Such costs are allocated to the segments based on revenue.

|                           |                     | Three Months Ended |        | Six Months Ended |  
|-------------------------- | ------------------- | ------------------ | ------ | ---------------- | -
|
|Revenue:                   |                     |                    |        |                  |  
|                           | IT Services         |                    | $      | 35,320           |  
|                           | Solutions Group     |                    |        | 18,691           |  
|                           | Chimes              |                    |        | 4,822            |  
|                           |                     |                    |        |                  |  
|TOTAL                      |                     | $                  | 58,833 |                  | $
|                           |                     |                    |        |                  |  
|Gross Margin:              |                     |                    |        |                  |  
|                           | IT Services         |                    | $      | 7,079            |  
|                           | Solutions Group     |                    |        | 5,793            |  
|                           | Chimes              |                    |        | 4,450            |  
|                           |                     |                    |        |                  |  
|TOTAL                      |                     | $                  | 17,322 |                  | $
|                           |                     |                    |        |                  |  
|Operating income / (loss): |                     |                    |        |                  |  
|                           | IT Services         |                    | $      | (672             | )
|                           | Solutions Group     |                    |        | 1,443            |  
|                           | Chimes              |                    |        | (1,101           | )
|                           |                     |                    |        |                  |  
|TOTAL                      |                     | $                  | (330   | )                | $
|                           |                     |                    |        |                  |  
|Assets:                    |                     |                    |        |                  |  
|                           | IT Services         |                    |        |                  |  
|                           | Solutions Group     |                    |        |                  |  
|                           | Chimes              |                    |        |                  |  
|                           | Corporate and other |                    |        |                  |  
|                           |                     |                    |        |                  |  
|TOTAL                      |                     |                    |        |                  |  
|                           |                     |                    |        |                  |  

Reconciliation of Segments Operating Loss to Consolidated Loss Before Income Taxes:

|                                       |                                 | Three Months Ended |         | Six Months Ended |  
|-------------------------------------- | ------------------------------- | ------------------ | ------- | ---------------- | -
|
|Total Segments Operating Loss          |                                 | $                  | (330    | )                | $
|                                       |                                 |                    |         |                  |  
|Adjustments:                           |                                 |                    |         |                  |  
|                                       | Interest Income                 |                    |         | 90               |  
|                                       | Gain/(loss) on sale of assets   |                    |         |                 |  
|                                       | Restructuring charges           |                    |         | (1,949           | )
|                                       | Special charges                 |                    |         | (7,978           | )
|                                       | Write-off of terminated project |                    |         | (3,064           | )
|                                       | Net loss on investments         |                    |         |                 |  
|                                       |                                 |                    |         |                  |  
|Total Adjustments:                     |                                 |                    | (12,901 | )                |  
|                                       |                                 |                    |         |                  |  
|Consolidated Loss Before Income Taxes: |                                 | $                  | (13,231 | )                | $
|                                       |                                 |                    |         |                  |  

10

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6.     Restructuring Charges

During the second quarter of 2003, the Company evaluated the geographic area in Canada and decided to close facilities and go virtual in the smaller Canadian
markets. After the buildings were entirely closed, the Company recorded a restructuring charge of approximately $1.9 million relating to the consolidating and closing of certain facilities in
the Canadian subsidiary. This $1.9 million expense was calculated based on current rent commitments less a calculated sublease amount based on current market conditions. The provision includes
an accrual relating to the future costs associated with continuing rent on six properties, five of which are in Canada, with rents continuing through 2004, 2006 and 2007. The closing of these offices
resulted in the termination of 20 employees with a severance





charge of $697,000. As of June 30, 2003, $372,000 had been paid in severance to the terminated employees.

|                        |                | Recorded                |   | Paid  |       | Remaining at
June 30,
2003
|----------------------- | -------------- | ----------------------- | - | ----- | ----- | --------------------------
|Lease Obligations:      |                |                         |   |       |       |                           
|                        | Canada         |                         | $ | 1,100 |       | $                         
|                        | United States  |                         |   | 36    |       |                           
|                        |                |                         |   |       |       |                           
|                        |                | Total Lease Obligations |   | $     | 1,136 |                           
|                        |                |                         |   |       |       |                           
|Severance:              |                |                         |   |       |       |                           
|                        | Canada         |                         | $ | 358   |       | $                         
|                        | United States  |                         |   | 197   |       |                           
|                        | United Kingdom |                         |   | 142   |       |                           
|                        |                |                         |   |       |       |                           
|                        |                | Total Severance:        |   | $     | 697   |                           
|                        |                |                         |   |       |       |                           
|General Office Closure: |                |                         |   |       |       |                           
|                        | Canada         |                         | $ | 116   |       | $                         
|                        |                |                         |   |       |       |                           
|                        |                | Total                   |   | $     | 1,949 |                           
|                        |                |                         |   |       |       |                           

During
the fourth quarter of 2002, the Company recorded a restructuring charge of $2.8 million pertaining to 2002 office closings. During the second quarter of 2003, half of the
rent for one office closing was reversed after the rent was negotiated at a lower rate for half the building.

|                   |               | Remaining at
December 31,
2002 |   | Paid  |  | Reversed |      | Remaining at
June 30,
2003
|------------------ | ------------- | ------------------------------ | - | ----- |  | -------- | ---- | --------------------------
|Lease Obligations: |               |                                |   |       |  |          |      |                           
|                   | United States |                                | $ | 2,483 |  | $        | (695 | )                         
|                   |               |                                |   |       |  |          |      |                           

During
the fourth quarter of 2001, the Company recorded a restructuring charge of $410,000 pertaining to 2001 office closings. In addition, during the second quarter of 2001, the Company
recorded an additional $5.5 million in restructuring expense to reduce the carrying amount of eB Networks to the estimated net realizable value.

11

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During the fourth quarter of 2000, the Company recorded restructuring charges of $43.9 million. The Company's restructuring plan included the offering for sale of four businesses
acquired between 1998 and 1999, including Princeton Softech, Inc., SELECT Software Tools division ("Select"), eB Networks and CHC International, Ltd (formerly Spargo Consulting PLC). In
addition, restructuring charges included the shutdown of Enterprise Solutions Group ("ESG") which was acquired in 1998, the closing of seven offices and the site reduction of two other IT Services
offices.

At
December 31, 2000, the Company recorded a write-down of goodwill of $7.2 million for the shutdown of ESG. In addition, a non-cash charge writing
down goodwill of $26 million and purchased software of $6.9 million was recorded, in the fourth quarter of 2000, in connection with the write-down of assets held for sale to
realizable value. The closing of IT Services' and Solutions' offices resulted in the termination of 90 employees with a severance charge of $1.3 million. As of June 30, 2003, $1,164,000
had been paid in severance to the terminated employees. The balance remaining at June 30, 2003 includes continuing rent on six properties terminating in 2003, 2004 and 2005.

|                   |               | Remaining at
Dec. 31,
2002 |   | Paid |     | Remaining at
June 30,
2003
|------------------ | ------------- | -------------------------- | - | ---- | --- | --------------------------
|Severance:         |               |                            |   |      |     |                           
|                   | United States |                            | $ | 1    |     | $                         
|                   |               |                            |   |      |     |                           
|Lease Obligations: |               |                            |   |      |     |                           
|                   | United States |                            | $ | 294  |     | $                         
|                   |               |                            |   |      |     |                           
|                   |               | Total                      |   | $    | 295 |                           
|                   |               |                            |   |      |     |                           

During
the fourth quarter of 2001, the Company recorded a restructuring charge adjustment of $638,000 pertaining to the termination, by the sublessee, of the sublease contracts for
closed offices included in the 1999 restructure charge.

During
the third quarter of 1999, the Company recorded a restructuring charge of $6.4 million primarily related to the consolidating and closing of certain facilities, generally
used for Year 2000 and other legacy related services, as well as attendant reduction of related staff levels.

During
the second quarter of 2000, the Company recorded a restructuring credit of $2.4 million. This credit resulted primarily from the earlier than expected occupancy of two
abandoned properties that were part of the 1999 restructuring reserve and the reversal of an over accrual of employee severance benefits due to terminated employees in the United Kingdom and Canada.
The remaining balance at June 30, 2003 includes continuing rent on one property with the lease terminating in 2005.

|                   |               | Remaining at
Dec. 31,
2002 |   | Paid |  | Remaining at
June 30,
2003
|------------------ | ------------- | -------------------------- | - | ---- |  | --------------------------
|Lease Obligations: |               |                            |   |      |  |                           
|                   | United States |                            | $ | 488  |  | $                         
|                   |               |                            |   |      |  |                           

7.     Comprehensive Income/(Loss)

Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income ("SFAS No.130"), requires that items defined as other comprehensive
income/(loss), such as foreign currency translation adjustments, be separately classified in the financial statements and that the accumulated balance of other comprehensive income/(loss) be reported
separately from retained earnings and

12

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additional
paid-in capital in the equity section of the balance sheet. The components of comprehensive loss for the three and six months ended June 30, 2003 and June 30, 2002
are as follows:

|                                                              |  | Three Months Ended |        | Six Months Ended |  
|------------------------------------------------------------- |  | ------------------ | ------ | ---------------- | -
|
|Comprehensive Loss:                                           |  |                    |        |                  |  
|Net Loss                                                      |  | $                  | (9,530 | )                | $
|Other comprehensive income/(loss)foreign currency adjustment |  |                    | 135    |                  |  
|Unrealized gain on SERP investments                           |  |                    | 943    |                  |  
|                                                              |  |                    |        |                  |  
|Comprehensive Loss                                            |  | $                  | (8,452 | )                | $
|                                                              |  |                    |        |                  |  

8.     Purchase of Westfield-India

On January 31, 2003, the Company acquired the IT Solutions operations of Global Business Technology Solutions (GBTS), from Alea (Bermuda) Limited, a member
of the Alea Group of companies and Westfield Services, Inc., a subsidiary of Westfield Financial Corporation for $400,000. The outsourcing facility and its IT professionals are located in
Chenni (Madras), India. This transaction was accounted for as a purchase.

9.     Sale of Subsidiaries

On February 14, 2003, the Company sold the business and net assets of Computer Horizons e-Solutions (Europe) Limited, ("Solutions UK") to
Systems Associates Limited for 92,822 British Sterling Pounds (approximately US$ 145,500). The loss from the transaction was $273,000.

On
March 25, 2002, the Company sold the net assets of Princeton Softech to Apax Partners, Inc. and LLR Partners, for cash of $16 million, including amounts held in
escrow of $1.5 million. The gain from the transaction was initially estimated as $3.6 million and was adjusted in the fourth quarter of 2002 to $3.2 million due to a purchase
price adjustment. During the second quarter of 2003, the Company received approximately $748,000 of the escrow. The results of operations are included in the consolidated financial statements through
February 28, 2002 within the Solutions group.

On
April 17, 2001, the Company sold the SELECT Software Tools division "Select" of Princeton Softech to Aonix, a member of the Gores Technology Group, for approximately $895,000
including $545,000 of cash received and a note receivable of $350,000, subsequently written off with the sale of Princeton Softech on March 25, 2002. This sale included all the software assets
and intellectual property rights of Select and was sold at book value. The results of operations are included in the consolidated financial statements through April 17, 2001 within the
Solutions group.

10.   Purchase of Treasury Stock

In April of 2001, the Board of Directors approved the repurchase in the open market of up to 10% of its common shares outstanding, or approximately
3.2 million shares. As of the filing of this report, the Company had repurchased, in the open market, 3,114,900 shares of its stock at an average price of $3.47 per share for an aggregate
purchase amount of $10.8 million. As of June 30, 2003 the remaining authorization for repurchase is approximately 93,000 shares.

11.   Asset-Based Lending Facility

On July 31, 2001, amended February 14, 2003, the Company entered into a secured asset-based lending facility that replaced its two unsecured
discretionary lines of credit. This new line of credit is a

13

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three-year,
$40 million facility with availability based primarily on eligible customer receivables. The interest rate for the first ninety days from closing was Prime plus 0.5%,
thereafter the rate was LIBOR plus 2.75% based on the unpaid principal. The borrowing base less outstanding loans must equal or exceed $17.5 million. At the time of closing there was a $170,000
commitment fee paid to the agent. As of June 30, 2003, the Company had no outstanding loan balance against the facility. Based on the Company's eligible customer receivables and cash balances,
$15.9 million was available for borrowing as of June 30, 2003. The fee for the unused portion of the line of credit is 0.375% per annum charged to the Company monthly. This charge was
approximately $62,000 and $68,000 for the six-month periods ended June 30, 2003 and 2002, respectively. This line of credit includes covenants relating to the maintenance of cash
balances and providing for limitations on incurring obligations and spending limits on capital expenditures.

12.   Tax Benefit Reserve

On March 9, 2002, the Job Creation and Worker Assistance Act of 2002 (the "Act") was enacted into law. This Act contained many economic and tax incentives,
including the extension of the carryback period for losses arising in years ending during 2001 and 2002 to five years from the previous two year carryback rule. As a result, the Company's tax refund
claim of approximately $10 million at December 31, 2001 was increased to approximately $30 million. The additional refund amount of $20 million was received in
January 2003.

During
1998, the Company completed a business combination which, for financial statement purposes, has been accounted for as a pooling-of-interests. For income
tax purposes the Company believes the transaction qualifies as a taxable purchase that gives rise to future tax deductions. Upon the sale of the acquired business in 2001, these deductions were
recognized for tax purposes. The tax benefit of $19.6 million relating to the part of these deductions that was carried back to prior years was included in refundable income taxes in 2002.
Since the tax structure of the transaction is subject to determination by the tax authorities, the Company has recorded a reserve for the tax benefits resulting from the carryback and has not recorded
deferred tax assets for the tax benefits being carried forward. When resolved, the Company will record a deferred tax asset for the part of the tax benefits being carried forward and a tax benefit for
the portion that was carried back, net of an appropriate valuation allowance. The tax benefit will be reflected as an increase in additional paid-in capital. Any adjustments to the
valuation allowance will be charged or credited to income.

The
Internal Revenue Service is currently examining the Company's federal income tax returns for the years ended December 31, 2001 and 2000, along with its federal refund claims
for the calendar years 1996 through 1999. The additional refund amount received in January 2003 is shown as a liability until the audit is completed.

13.   Special Items

During the second quarter of 2003, the Company incurred special charges of $8.0 million consisting of $3.7 million for the separation package of the
former CEO and $4.3 million pertaining to expenses related to the unilateral acquisition proposal and activities of Aquent. The separation package of the former CEO, included a
$3.5 million severance payment and $200,000 in continued medical coverage. The $4.3 million expense related to the unilateral acquisition proposal and activities of Aquent LLC was
primarily attributable to approximately $2.3 million of legal fees, $1.0 million in financial advisor fees and $1.0 million of proxy solicitation and other fees. As management
considers these special items to be infrequent and material in nature, the Company has reported the expenses on a separate line for full disclosure purposes, however, the amounts are reported within
operating income. The Company also incurred a restructuring expense of $1.9 million relating primarily to the closing of facilities in Canada. In addition, the Company voluntarily terminated a
sub-contract with ATEB, a privately held company, for financial reasons and recorded a write-off of approximately

14

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$3.1 million due to the uncertainty of the realization of the receivable. ATEB was the primary contractor to develop a new pharmacy system for Royal Ahold. The Company is continuing recovery
efforts for this receivable.

14.   Subsequent Events

On July 8, 2003, the Company acquired all of the stock of privately-held RGII Technologies, Inc. ("RGII"). The purchase price included
an up-front cash payment of approximately $19 million including the $18 million purchase price and $913,000 working capital adjustment. In addition, the seller may be
entitled to contingent payments based on RGII's performance against profitability objectives over the next three years. The contingent payments are evidenced by a contingent note with a face value of
$10 million that is payable over three years, only if certain financial performance objectives are met. These financial performance objectives are based on earnings before interest and taxes,
("EBIT") targets totaling $19.8 million over a three-year period. There are no minimum or maximum payment obligations under the terms of the contingent note, whereby the contingent payment will
be reduced on a dollar for dollar basis for financial performance below EBIT targets and increased by 29 cents ($0.29) for each dollar exceeding EBIT targets. Additionally, the Company paid two note
payables of $1.5 million and $644,000 and a line of credit payment of $2.0 million. The Company also entered into employment agreements with the former shareholder and key employees of
RGII and have agreed to issue over a three-year period an aggregate of 600,000 options to purchase shares of Computer Horizons stock. The Company is in process of finalizing the allocation
of the purchase price to assets and liabilities acquired and has





engaged valuation consultants to assist in this process. Audited historical financial statements of RGII together with applicable pro forma financial information will be filed with the SEC by
mid-September 2003.

15.   Aquent/Legal Matters

On April 15, 2003, the Company received an unsolicited proposal from Aquent, LLC, a privately held professional services firm, to acquire all of the
outstanding common stock of the Company for $5.00 per share in cash, subject to a number of conditions. On May 2, 2003, the Board of Directors announced that after a thorough review, the Aquent
purported offer was inadequate and not in the best interest of all of its shareholders.

These
matters are continuing and the ultimate outcome is uncertain. For a more complete description of these activities, please see Part II, Item 1Legal Proceedings
of this Form 10-Q filing.

16.   Rescission Offer

From April 2001 through January 2003, the sale of shares of the Company's common stock pursuant to the Employee Stock Purchase Plan were not exempt
from registration or qualification under federal securities laws. As a result, the Company may have failed to comply with the registration or qualification requirements of federal and applicable state
securities laws because the Company did not register or qualify these stock issuances under either federal or applicable state securities laws.

As a result the Company intends to make a rescission offer to all those persons who purchased shares of common stock pursuant to the Employee Stock Purchase Plan during the affected
periods. The rescission offer will be made pursuant to a registration statement filed under the Securities Act and pursuant to applicable state securities laws. In this rescission offer, the Company
is offering to repurchase the shares subject to our rescission offer for the price paid per share plus interest from the date of purchase until the rescission offer expires, at the current statutory
rate per year mandated by the state in which the shares were purchased. The rescission offer will expire approximately 30 days after the effective date of the registration statement. Assuming
all of the shares subject to the rescission offer (approximately 659,000) are tendered in the rescission offer, the aggregate purchase price, excluding interest is estimated to be approximately
$1.8 million. This contingency payment is considered remote by the Company as the current price of the stock is above the price at which the shares would be repurchased.

15

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF        FINANCIAL CONDITION AND RESULTS OF OPERATIONS        For the Periods Ended June 30, 2003 and June 30, 2002

FORWARD-LOOKING STATEMENTS

Statements included in this Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this document that do not
relate to present or historical conditions are "forward-looking statements" within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and in Section 21F
of the Securities Exchange Act of 1934, as amended. Additional oral or written forward-looking statements may be made by the Company from time to time, and such statements may be included in documents
that are filed with the Securities and Exchange Commission (SEC). Such forward-looking statements involve risks and uncertainties that could cause results or outcomes to differ materially from those
expressed in such 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 to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as "believes," "forecasts," "intends," "possible,"
"expects," "estimates," "anticipates," or "plans" and similar expressions are intended to identify forward-looking statements. Among the important factors on which such statements are based are
assumptions concerning the anticipated growth of the information technology industry, the continued need of current and prospective customers for the Company's services, the availability of qualified
professional staff, and price and wage inflation.

RESULTS OF OPERATIONS

Revenues.Revenues decreased to $58.8 million in the second quarter of 2003 from $77.3 million in the second
quarter of 2002, a decrease of $18.5 million or 23.9%. Revenues decreased to $119.1 million in the first six months of 2003 from $156.5 million in the first six months of 2002, a
decrease of $37.4 million or 23.9%.

Solutions
Group revenues decreased to $18.7 million in the second quarter of 2003 from $19.5 million in the second quarter of 2002, a decrease of $800,000 or 4.1%. The
decrease in Solutions Group revenues is the net result of a reduction in average bill rates of approximately 18%, offset by an increase of 17% in consultant headcount. Solutions Group revenues
decreased to $38.3 million in the first six months of 2003 from $40.1 million in the first six months of 2002, a decrease of $1.8 million or 4.5%. The decrease in Solutions Group
revenues is primarily attributable to the revenue decline experienced by a business unit held for sale, Princeton Softech, Inc., which was sold by the Company on March 25, 2002. For the
first six months of 2002, Princeton Softech, Inc. revenues totaled $2.9 million, with a gross profit of $2.4 million, SG&A expenses of $4.3 million, totaling a
$1.9 million operating loss. Solutions Group revenues, excluding the operations of the business units held for sale, increased by $1.1 million or 3.0% for the first six months of 2003.
This increase is attributable to a 17% increase in consultant headcount, offset by a 16% reduction in average bill rates.

IT Services revenues decreased to $35.3 million in the second quarter of 2003 from $54.0 million in the second quarter of 2002, a decrease of $18.7 million or 34.6%.
IT Services revenues decreased to $71.5 million in the first half of 2003 from $108.7 million in the first half of 2002, a decrease of $37.2 million or 34.2% which is attributable
to the softness in the IT Staffing business. The decrease in IT Services revenue for the quarter and the first six months, is the result of continued decreases in the demand for temporary technology
workers, the trend of companies to outsource technology jobs offshore, the impact of pricing decreases by customers and the lagging economy. For the first six months, IT Services consultant average
headcount decreased by 22%, accounting for approximately $24 million of the revenue decrease. The balance of the decrease in revenue (approximately

16

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$13 million) is attributable to a reduction in average bill rates. The Company does not anticipate any growth during the remainder of 2003 in IT Services headcount levels unless IT spending
increases.

Chimes revenue increased to $4.8 million in the second quarter of 2003 from $3.8 million in the second quarter of 2002, an increase of $1.0 million, or 26.3%. Chimes
revenue, for the first six months of 2003, increased to $9.3 million from $7.7 million, an increase of $1.6 million or 20.8% for the comparable period of 2002. This increase in
Chimes revenue for the first six months of 2003, is primarily due to a decrease in revenue from existing customers (due to a decrease in managed spend) of approximately $600,000, offset by an increase
of approximately $2.2 million in revenue from new customers in this segment.

Direct Costs.Direct costs decreased to $41.5 million and $84.3 million in the second quarter and first half of
2003, respectively, from $56.6 million and $114.8 million in the comparable periods of 2002. Gross margin, revenues less direct costs, increased to 29.4% in the second quarter of 2003
from 26.8% in the
same period of 2002. Gross margin increased to 29.2% in the first six months of 2003 from 26.7% in the same period of 2002.

Excluding
the asset held for sale, Princeton Softech, Inc., in the first six months of 2002, direct costs decreased to $84.3 million in the first half of 2003 from
$114.3 million in the same period of 2002. Gross margin increased to 29.2% in the first six months of 2003 from 25.2% in the comparable period of 2002.

The
Company's gross margin improvement is primarily attributable to the change in the revenue mix among the Company's business segments. Chimes and the Solutions Group are higher gross
margin businesses than the Company's IT Services segment. For the first six months of 2003, Chimes and Solutions Group revenue totaled 40.0% of consolidated revenue, compared to 30.6% of consolidated
revenue for the comparable period in 2002.

Selling, General and Administrative.Selling, general and administrative expenses increased to $30.6 million and
$49.8 million in the second quarter and first half of 2003, respectively, from $22.5 million and $48.9 million in the comparable periods of 2002. As a percentage of revenue, the
Company's SG&A expenses were 52.1% and 41.8% in the second quarter and first half of 2003, respectively; an increase from 29.0% and 31.2% in the comparable periods of 2002. The increase in the second
quarter of 2003 SG&A expenses included a special charge of $8.0 million, or 13.6% of revenue, consisting of $3.7 million for the separation package of the former CEO and
$4.3 million pertaining to expenses related to the unilateral proposal and activities of Aquent, LLC, restructuring charges of $1.9 million, or 3.3% of revenue, for terminated leases
($1.1 million), severance ($697,000) and general office closure expense ($116,000) relating primarily to the closing of facilities in Canada. In addition, the Company voluntarily terminated a
sub-contract with ATEB, a privately held company, for financial reasons and recorded a write-off of approximately $3.1 million due to the uncertainty of the realization
of the receivable. ATEB was the primary contractor to develop a new pharmacy system for Royal Ahold. The Company is continuing recovery efforts for this receivable. This increase was partially offset
by a decrease attributable to cost reductions in all segments, with approximately $735,000 from rent savings and the balance primarily related to staff reduction and personnel costs. The expenses in
the first half of 2003 included an additional restructure expense of $249,000 in severance and the expenses in the first half of 2002 included assets held for sale (Princeton Softech, Inc.) of
$4.3 million, or 7.3% of revenue.

Loss from Operations.The Company's loss from operations totaled $13.3 million in the second quarter of 2003, a
decline of $11.6 million, from a loss of $1.7 million in the second quarter of 2002. Operating margins were a loss of 22.7% in the second quarter of 2003 as compared to a loss of 2.2% in
the second quarter of 2002. This increase in the loss from operations in 2003 included a special charge of $8.0 million, or 13.6% of revenue, consisting of $3.7 million for the
separation package of the former CEO and $4.3 million pertaining to expenses related to the unilateral proposal and activities of Aquent,

17

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restructuring
charges of $1.9 million, or 3.3% of revenue, relating primarily to the closing of facilities in Canada and a special bad debt charge of approximately $3.1 million, or 5.2%
of revenue, due to the write-off of a terminated contract with a customer for financial reasons. The composition of the operating loss, excluding the special items in 2003, included a loss
of $672,000 in IT Services, profit of $1.4 million in the Solutions Group and a loss of $1.1 million in Chimes. This compares to the operating loss of $1.7 million in the second
quarter of 2002, consisting of a loss of $215,000 in IT Services, profit of $1.0 million in the Solutions Group and a loss of $2.5 million in Chimes.

The
Company's loss from operations totaled $15.0 million in the first six months of 2003, a decline of $7.9 million, from a loss of $7.1 million in the comparable
period of 2002. The increase in the loss from operations in 2003 was due to a special charge of $8.0 million, or 6.7% of revenue, consisting of $3.7 million for the separation package of
the former CEO and $4.3 million pertaining to expenses related to the unilateral proposal and activities of Aquent, restructuring charges of $2.2 million, or 1.8% of revenue, relating
primarily to the closing of facilities in Canada and a special bad debt charge of $3.1 million, or 2.6% of revenue, due to the write-off of a terminated contract with a customer for
financial reasons. The loss from operations in 2002 included the loss from operations of the asset held for sale, Princeton Softech, Inc., of $1.9 million, or 1.2% of revenue. The
composition of the 2003 operating loss, excluding the special items noted above, included a loss of $1.9 million in IT Services, profit of $3.1 million in the Solutions Group and a loss
of $3.0 million in Chimes. This compares to the operating loss of $5.2 million in the first half of 2002 (Excluding operations of Princeton Softech, Inc.), consisting of a loss of
$1.4 million in IT Services, profit of $1.2 million in the Solutions Group and a loss of $5.0 million in Chimes.

Other Income/(Expense).Other income was $90,000 in the second quarter of 2003, compared to other income of $255,000 in the
comparable period of 2002. This decrease of other income during the second quarter of 2003 was due to decreased interest income primarily resulting from lower interest rates on cash investments. Other
expense was $15,000 in the first six months of 2003, compared to other income of $3.8 million in the comparable period of 2002. This difference was due to the gain on the sale of Princeton
Softech in 2002 totaling $3.6 million, and a decrease in interest income in 2003 of approximately $200,000 as a result of lower interest rates.

Provision for Income Taxes.The effective tax rates for Federal, state and local income taxes were 28% for the second quarter
and first six months of 2003 compared with 34% for the comparable periods of 2002. The decrease in the effective tax rates was primarily attributable to valuation allowances recorded for state and
foreign net operating loss carryovers.

Net Loss.Net loss for the second quarter of 2003 was $9.5 million, or $0.31 loss per diluted share, compared to net
loss of $956,000, or $0.03 loss per diluted share for the second quarter of 2002, an increase of $8.5 million. The effect of special charges, restructuring charges and the write-off
of a terminated project amounted to $0.31 loss per share, net of taxes, in the second quarter of 2003. For the first half of 2003, the net loss was $10.8 million, or $0.36 loss per diluted
share, compared to a net loss of $32.1 million, or $1.02 loss per diluted share for the first half of 2002. The net loss in the first half of 2002 includes a charge for the cumulative effect of
change in accounting principle of $29.9 million, or $0.95 per share, net of taxes, and operations of assets held for sale and the gain on sale of assets which amounted to $1.1 million,
or $0.03 loss per share, net of taxes.

Liquidity and Capital Resources

At June 30, 2003, the Company had approximately $91 million in working capital, of which $71.1 million was cash and cash equivalents.

Net
cash provided by operating activities in the first six months of 2003 was $12.6 million, consisting primarily of the tax refund received.

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Net
cash used in investing activities in the first six months of 2003 was $1.2 million, consisting primarily of capital expenditures and the purchase of Westfield-India.

Net
cash used in financing activities in the first six months of 2003 was $190,000 primarily consisting of the repurchase of treasury shares. In April of 2001, the Board of Directors
approved the repurchase in the open market of up to 10% of its common shares outstanding, or approximately 3.2 million shares. As of the filing of this report, the Company had repurchased, in
the open market, 3,114,900 shares of its stock at an average price of $3.47 per share for an aggregate purchase amount of $10.8 million. As of June 30, 2003, the remaining authorization
for repurchase is approximately 93,000 shares.

At
June 30, 2003, the Company had a current ratio position of 3.3 to 1. The Company believes that its cash and cash equivalents, available borrowings and internally generated
funds will be sufficient to meet its working capital needs through the next year.

On
July 31, 2001, amended February 14, 2003, the Company entered into a secured asset-based lending facility that replaced its two unsecured discretionary lines of credit.
This new line of credit is a three-year, $40 million facility with availability based primarily on eligible customer receivables. The interest rate for the first ninety days from
closing was Prime plus 0.5%, thereafter the rate was LIBOR plus 2.75% based on the unpaid principal. The borrowing base less outstanding loans must equal or exceed $17.5 million. At the time of
closing there was a $170,000 commitment fee paid to the agent. As of June 30, 2003, the Company had no outstanding loan balance against the facility. Based on the Company's eligible customer
receivables and cash balances, $15.9 million was available for borrowing as of June 30, 2003. The fee for the unused portion of the line of credit is 0.375% per annum charged to the
Company monthly. This charge was approximately $62,000 and $68,000 for the six-month periods ended June 30, 2003 and 2002, respectively. This line of credit includes covenants
relating to the maintenance of cash balances and providing for limitations on incurring obligations and spending limits on capital expenditures.

Subsequent Events

On July 8, 2003, the Company acquired all of the stock of privately-held RGII Technologies, Inc. ("RGII"). The purchase price included
an up-front cash payment of approximately $19 million including the $18 million purchase price and $913,000 working capital adjustment. In addition, the seller may be
entitled to contingent payments based on RGII's performance against profitability objectives over the next three years. The contingent payments are evidenced by a contingent note with a face value of
$10 million that is payable over three years, only if certain financial performance objectives are met. These financial performance objectives are based on earnings before interest and taxes,
("EBIT") targets totaling $19.8 million over a three-year period. There are no minimum or maximum payment obligations under the terms of the contingent note, whereby the contingent payment will
be reduced on a dollar for dollar basis for financial performance below EBIT targets and increased by 29 cents ($0.29) for each dollar exceeding EBIT targets. Additionally, the Company paid two note
payables of $1.5 million and $644,000 and a line of credit payment of $2.0 million. The Company also entered into employment agreements with the former shareholder and employees of RGII
and has agreed to issue over a three-year period an aggregate of 600,000 options to purchase shares of Computer Horizons stock. The Company is in process of finalizing the allocation of
the purchase price to assets and liabilities acquired and has engaged valuation consultants to assist in this process. Audited historical financial statements of RGII together with applicable pro
forma financial information will be filed with the SEC by mid-September 2003.

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Contractual Obligations and Commercial Commitments

The Company does not utilize off balance sheet financing other than operating lease arrangements for office premises and related equipment. Leases are short term
in nature and non-capital. The following table summarizes all commitments under contractual obligations as of June 30, 2003:

|                       |  | Obligation Due
|---------------------- |  | --------------
|
|
|Operating leases       |  | $             
|Other long-term        |  |               
|                       |  |               
|Total Cash Obligations |  | $             
|                       |  |               

Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board approved the issuance of SFAS No. 141, "Business Combinations" and in July 2001,
SFAS 142, "Goodwill and Other Intangible Assets." The new standards require that all business combinations initiated after June 30, 2001 must be accounted for
under the purchase method. In addition, all intangible assets acquired that are obtained through contractual or legal right, or are capable of being separately sold, transferred, licensed, rented or
exchanged shall be recognized as an asset apart from goodwill. Goodwill and intangibles with indefinite lives will no longer be subject to amortization, but will be subject to at least an annual
assessment for impairment by applying a fair value based test. The Company adopted SFAS 142 as of January 1, 2002 and in compliance with this new regulation has discontinued the
amortization of goodwill. For the effect of this statement on the Company see Note 3.

In
November 2002, the EITF reached a consensus on Issue No. 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables." This Issue provides
guidance on when and how to separate elements of an arrangement that may involve the delivery or performance of multiple products, services and rights to use assets into separate units of accounting.
The guidance in the consensus is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The transition provision allows either prospective application
or a cumulative effect adjustment upon adoption. The Company is currently evaluating the impact of this statement to the Company.

In
December 2002, the Financial Accounting Standards Board approved the issuance of SFAS No. 148, "Accounting for Stock-Based CompensationTranslation and
Disclosure." This statement amends FASB Statement No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this Statement amended the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee compensation and the effect of the methods used on reported results. The Company adopted the disclosure provisions as of
December 31, 2002.

The
exercise price per share on all options granted may not be less than the fair value at the date of the option grant. The Company applies Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees," as modified by FIN 44, "Accounting for Certain Transactions Involving Stock Compensation," in accounting for stock-based employee
compensation, whereby no compensation cost had been recognized for the plans. The Company expects to continue following the guidance under APB 25 for stock based compensation to employees and has
therefore included the disclosure requirements of FASB 148 in the accompanying financial statements.

Effective
on January 1, 2003 the Company adopted Financial Accounting Standards Board No. 146, "Accounting for Exit or Disposal Activities," ("SFAS 146"), which
supersedes Emerging Issues

20

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Task
Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." The new standards require that a liability for a cost associated with an exit or disposal activity, including costs related to terminating a contract that is not a capital lease and
the termination benefits that employees who are involuntarily terminated receive under the terms of a one-time benefit arrangement that is not ongoing or an individual
deferred-compensation contract, be recognized when the liability is incurred. Previously, under Issue No. 94-3, a liability for an exit cost was recognized at the date of an
entity's commitment to an exit plan, which may not necessarily meet the definition of a liability. SFAS 146 is effective for exit or disposal activities of the Company that are initiated after
December 31, 2002. The Company adopted SFAS 146 as of January 1, 2003 (See Note 6).

In
January 2003, the FASB issued Financial Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"), which addresses consolidation by business
enterprises of variable interest entities (VIEs). The accounting provisions and disclosure requirements of FIN 46 are effective immediately for VIEs created after January 31, 2003, and are
effective for reporting periods beginning after June 15, 2003, for VIEs created prior to February 1, 2003. The Company is currently evaluating the impact of this statement to the
Company.

Item 4.    Control and Procedures

Disclosure
Controls and Procedures

The
Company's CEO and CFO have evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, the Company's Chief Executive Officer and
Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a
timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended.

Internal
Controls over Financial Reporting

There
have not been any changes in the Company's internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under
the Securities Exchange Act of 1934, as amended) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's
internal control over financial reporting.

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PART II    Other Information

Item 1.    Legal Proceedings

On
April 29, 2003, the Company filed an action in the United States District Court for the District of New Jersey (the "New Jersey action") against Aquent LLC, seeking
(i) to enjoin Aquent from disseminating false and misleading proxy materials and press releases in support of its two nominees for director positions in connection with the Company's
May 14, 2003 Annual Meeting; (ii) to invalidate any proxies secured by Aquent through the use of unlawful proxy solicitation materials; and (iii) to require Aquent to disseminate
corrective disclosure that not only amended the false and misleading proxy materials but also advised CHC shareholders how Aquent's solicitations had violated the securities laws. The court held that
Aquent's proxy materials contained statements that were material and misleading. However, the court did not invalidate any proxies and permitted Aquent to disseminate a supplement with new text along
with the old proxy materials, which contained the misleading statements. On May 30, 2003, the Company filed a Notice of Appeal to the United States Court of Appeals for the Third Circuit,
contending, among other things, that the corrective disclosure ordered by the United States District Court was inadequate and not in compliance with federal securities laws.

On
May 27, 2003, the Company brought an action in the Supreme Court of the State of New York, New York County (the "New York action"), seeking an order invalidating votes for
directors Karl Meyer and Robert Trevisani cast at the Annual Meeting by stockholders of record who sold their shares between the record date and the date of the Annual Meeting. The court in the New
York action denied temporary restraints but on June 11, 2003, deferred ruling on the Company's application for preliminary injunctive relief pending discovery and trial.

On
or about June 2, 2003, Aquent filed a counterclaim in the New Jersey action against the Company and William J. Murphy, the Company's President and Chief Executive Officer,
alleging breaches of fiduciary duty and seeking to enjoin the Company from delaying the continuation of the Annual Meetingat which the certified election results would be
acceptedor
otherwise interfering with the seating of the newly elected directors. Aquent also sought attorneys' fees and costs. On or about June 20, 2003, Aquent filed an amended counterclaim in the New
Jersey action, alleging breach of the duty of care and the duty of loyalty, waste of corporate assets, and violation of the proxy rules under Section 14(a) of the Securities Exchange Act of
1934 and seeks attorneys' fees and costs. The Company has filed an answer denying Aquent's allegations.

On
or about July 15, 2003, Aquent filed an Order to Show Cause in the New Jersey action, challenging an amendment to the Company's by-laws the Board of Directors
adopted on June 30, 2003. The by-law amendment specifies (a) that any request for a special meeting of shareholders must set a date for the meeting not fewer than
seventy-five (75) nor more than ninety (90) days after the date on which the request is received; (b) that any such request shall be ineffective, and any special
meeting cancelled, if the shareholder(s) who sign the request is/are not the holder(s) of the beneficial interest of 10% or more of the Company's issued and outstanding shares on each of the following
dates: the date such request is mailed; the record date for the meeting (to be fixed by the Board within five business days after the receipt of the request); and the date of the meeting; and
(c) that any such request for a special meeting shall be or become ineffective, and any meeting called or noticed pursuant thereto shall be cancelled, if such request or any solicitation
therefore is not made in compliance with applicable law. The court took testimony in the New Jersey action on August 7, 2003 and has directed the parties to submit additional briefs on the
issues.

Item 4.    Submission of Matters to a Vote of Security Holders

On
May 14, 2003, the Company held its Annual Meeting of Stockholders.

22

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For

WithholdWilliam J. Murphy

18,227,321

279,928William M. Duncan

17,944,557

673,379Earl L. Mason

17,883,186

734,750William J. Marino

17,707,502

910,434Karl L. Meyer

9,159,186

40,698Robert A. Trevisani

9,159,186

40,698




For:

9,203,247Against:

273,664Abstain:

52,671




For:

8,544,720Against:

928,617Abstain:

56,245




For:

8,674,014Against:

772,096Abstain:

83,472




For:

13,050,936Against:

4,501,170Abstain:

73,443


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Item 6.    Exhibits and Reports on Form 8-K



31.1



CEO Certification required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934.31.2



CFO Certification required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934.32.1



CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes  Oxley Act of 2002.32.2



CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes  Oxley Act of 2002.




A
report on Form 8-K was filed on June 30, 2003, reporting that on June 30, 2003 the Board of Directors of Computer Horizons Corp. approved the addition
of Article I, Section 3A as an amendment to the Company's By-Laws.

A
report on Form 8-K was filed on June 4, 2003, reporting the issuance of a press release stating that it reconvened its annual meeting and seated a slate of
six directors, consisting of four incumbent directors and two directors proposed by a dissident shareholder. The Company also announced that it was moving ahead on legal proceedings challenging the
outcome of the annual meeting vote and that the shareholders had approved an amendment to its by-laws so as to permit shareholders holding 10% or more of the Company's independent
auditors; approved an amendment to the Company's 1991 Directors Stock Option Plan; ratified the issuance of 903,404 Company shares under the Company's Employee Stock Purchase Plan and approved a
further amendment thereto to reserve an additional 3,500,000 shares (inclusive of the 903,404 shares).

A
report on Form 8-K was filed on April 30, 2003, reporting the issuance of a press release reporting the financial results of Computer Horizons for its first
fiscal quarter.

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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,
thereunto duly authorized.

|      |                   |  | COMPUTER HORIZONS CORP.
(Registrant)                                                    
|----- | ----------------- |  | ----------------------------------------------------------------------------------------
|DATE: | December 30, 2003 |  | /s/ William J. MurphyWilliam J. Murphy,
President and CEO
(Principal Executive Officer) 
|DATE: | December 30, 2003 |  | /s/ Michael J. SheaMichael J. Shea,
Vice President and CFO
(Principal Financial Officer)
|DATE: | December 30, 2003 |  | /s/ Kristin EvinsKristin Evins,
Controller
(Principal Accounting Officer)               

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