UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10 - Q
(MARK ONE)

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

                                       OR

          [ ] 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 0-27290

                                    KSW, INC.
                                    ---------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   DELAWARE                               11-3191686
                   --------                               ----------
         (STATE OR OTHER JURISDICTION OF               (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)

37-16 23RD STREET, LONG ISLAND CITY, NEW YORK                11101
---------------------------------------------                -----
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)

                                  718-361-6500
                                  ------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

     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  12 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  X   NO
                                                 ---     ---

     INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS AN  ACCELERATED  FILER (AS
DEFINED IN RULE 12B-2 OF THE EXCHANGE ACT). YES      NO  X
                                                ---     ---

     INDICATE THE NUMBER OF SHARES  OUTSTANDING OF EACH OF THE ISSUER'S  CLASSES
OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE:

                                                         OUTSTANDING AT
                    CLASS                                 MAY 13, 2005
                    -----                                 ------------
         COMMON STOCK, $.01 PAR VALUE                     5,470,311

<PAGE>
                                    KSW, INC.
                          QUARTERLY REPORT ON FORM 10-Q
                          QUARTER ENDED MARCH 31, 2005
                          ----------------------------

<TABLE>
<S>             <C>                                                        <C>

                                TABLE OF CONTENTS
                                                                                 PAGE NO.
_________________________________________________________________________________________
PART 1   FINANCIAL INFORMATION

Item 1.  Financial Statements

                  Consolidated Balance Sheets -
                  March 31, 2005 and December 31, 2004                              3

                  Consolidated Statements of Operations -
                  Three months ended March 31, 2005 and 2004                        4

                  Consolidated Statements of Comprehensive Income (Loss)  -
                  Three months ended March 31, 2005 and 2004                        5

                  Consolidated Statements of Cash Flows
                  Three months ended March 31, 2005 and 2004                        6

                  Notes to Consolidated Financial Statements                        7


Item 2.           Management's Discussion and Analysis of
                  Financial Condition and Results of Operations                     9

Item 3.           Quantitative and Qualitative Disclosures About
                  Market Risk                                                       13

Item 4.           Controls and Procedures                                           13
__________________________________________________________________________________________
PART II  OTHER INFORMATION

Item 1            Legal Proceedings                                                 14
Item 2            Unregistered Sales of Equity Securities and Use of Proceeds       14
Item 3            Defaults Upon Senior Securities                                   14
Item 4            Submission of Matters to a Vote of Security Holders               14
Item 5            Other Information                                                 14
Item 6            Exhibits                                                          14
_________________________________________________________________________________________
SIGNATURE                                                                           15

INDEX TO EXHIBITS                                                                   16

</TABLE>

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS
         --------------------

                            KSW, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                     March 31, 2005              December 31,
                                                      (unaudited)                   2004
                                                     --------------             --------------
<S>                                                 <C>                      <C>
ASSETS
------
Current assets:
   Cash                                                  $  2,015                $  2,960
   Marketable securities                                      684                     709
   Accounts receivable, less allowance
     for doubtful accounts of $200 at
     3/31/05 and 12/31/04                                   7,731                   4,211
   Retainage receivable                                     2,251                   1,988
   Costs and estimated earnings in excess of
     billings on uncompleted contracts                         50                     236
   Prepaid expenses and other receivables                     195                     204
                                                        ----------               ---------
      Total current assets                                 12,926                  10,308

Property and equipment, net of accumulated
   depreciation and amortization of $1,921 and $1,907
   at 3/31/05 and 12/31/04, respectively                      107                      98
Accounts receivable                                         2,037                   2,037
Deferred income taxes and other                             1,470                   1,470
                                                        ----------               ---------
   TOTAL ASSETS                                         $  16,540                $ 13,913
                                                        ==========               =========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
   Accounts payable                                     $   6,209                $  4,906
   Retainage payable                                        1,236                   1,021
   Accrued payroll and benefits                               468                     220
   Accrued expenses                                           119                     148
   Billings in excess of costs and estimated
    earnings on uncompleted contracts                       1,588                     832
                                                        ----------               ---------
        Total current liabilities                           9,620                   7,127
                                                        ----------               ---------

Commitments and contingencies

Stockholders' equity:
   Preferred stock, $.01 par value, 1,000,000 shares
      authorized, no shares issued and outstanding              -                       -
   Common stock, $.01 par value, 25,000,000 shares
     authorized, 5,470,311 shares issued
     and outstanding at 3/31/05 and 12/31/04                   54                      54
   Additional paid-in capital                               9,729                   9,729
   Accumulated deficit                                     (2,903)                 (3,058)
   Accumulated other comprehensive gain :
      Net unrealized holding gain on available
        for sale securities                                    40                      61
                                                        ----------               ---------
       Total stockholders' equity                           6,920                   6,786
                                                        ----------               ---------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $  16,540                $ 13,913
                                                        ==========               =========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>
                            KSW, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                Three Months             Three Months
                                            Ended March 31, 2005      Ended March 31, 2004
                                            --------------------      --------------------
<S>                                        <C>                      <C>
Revenues                                          $   9,876              $   6,431
Cost of revenues                                      8,733                  5,924
                                                  ----------             ----------

 Gross profit                                         1,143                    507

Selling, general and administrative
   expenses                                             977                  1,167
                                                  ----------             ----------

  Operating income (loss)                               166                   (660)
                                                  ----------             ----------

Other income :
Interest income, net                                      7                      -
Gain on sales of marketable
   securities                                            11                     17
                                                  ----------             ----------
 Total other income                                      18                     17
                                                  ----------             ----------

 Income (loss) before provision for
   income taxes                                         184                   (643)

Provision for income taxes                               29                      1
                                                  ----------             ----------

Net income (loss)                                 $     155              $    (644)
                                                  ==========             ==========

Income (loss) per common share:
Basic                                             $     .03              $    (.12)

Diluted                                           $     .03              $    (.12)

Weighted average common shares outstanding:
  Basic                                           5,470,311              5,470,311

  Diluted                                         5,470,311              5,470,311

</TABLE>

          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>
                            KSW, INC. AND SUBSIDIARY

             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                 (IN THOUSANDS)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                         Three Months         Three Months
                                                        Ended March 31,      Ended March 31,
                                                              2005                2004
                                                        ---------------      ---------------

<S>                                                    <C>                  <C>
      Net income (loss)                                     $  155              $ (644)
                                                            -------             -------
      Other comprehensive income (loss) before tax:

      Unrealized holding gains
           (losses) arising during the period                  (28)                 17

       Less: reclassification adjustment
         for gains included in net income (loss)               (11)                (17)
                                                            -------             -------

      Other comprehensive loss before tax                      (39)                  -

      Income tax benefit related to
        items of other comprehensive loss                       18                   -
                                                            -------             -------

      Other comprehensive loss, net of tax                     (21)                  -
                                                            -------             -------


      Total comprehensive income (loss)                     $  134              $ (644)
                                                            =======             =======
</TABLE>

           See accompanying notes to consolidated financial statements


                                       5
<PAGE>
                            KSW, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                            Three Months            Three Months
                                                         Ended March 31, 2005   Ended March 31, 2004
                                                         --------------------   --------------------
<S>                                                     <C>                     <C>
Cash flows from operating activities:
   Net income (loss)                                          $    155               $   (644)

Adjustments to reconcile net income (loss)
to cash used in operating activities:
    Depreciation and amortization                                   14                     17
    Deferred income taxes                                           18                      -
    Realized gain on sales of marketable securities                (11)                   (17)
Changes in operating assets and liabilities:
    Accounts receivable                                         (3,520)                   394
    Retainage receivable                                          (263)                   678
    Costs and estimated earnings in
      excess of billings on uncompleted contracts                  186                    440
    Prepaid expenses and other receivables                           9                    250
    Accounts payable                                             1,303                   (831)
    Retainage payable                                              215                   (400)
    Accrued payroll and benefits                                   248                    (49)
    Accrued expenses                                               (29)                   (78)
    Billings in excess of costs and
      estimated earnings on uncompleted contracts                  756                   (477)
                                                              ---------               --------

NET CASH USED IN OPERATING ACTIVITIES                             (919)                  (717)
                                                              ---------               --------

Cash flows from investing activities:
   Purchase of property and equipment                              (23)                     -
   Proceeds from sale of marketable securities                     104                    160
   Purchase of marketable securities                              (107)                  (160)
                                                              ---------               --------

NET CASH USED IN INVESTING ACTIVITIES                              (26)                     -
                                                              ---------               --------


NET DECREASE IN CASH                                              (945)                  (717)
Cash, beginning of period                                        2,960                  3,156
                                                              ---------               --------
Cash, end of period                                           $  2,015                $ 2,439
                                                              =========               ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid during the period for:
     Interest                                                 $      1                $     4
     Income taxes                                             $     11                $     6
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       6
<PAGE>
                            KSW, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1.       Nature of Operations and Basis of Presentation
         ----------------------------------------------

The Company furnishes and installs heating, ventilating and air conditioning
systems and process piping systems for institutional, industrial, commercial,
high-rise residential and public works projects, primarily in the State of New
York. The Company also serves as a mechanical trade manager, performing project
management services relating to the mechanical trades and as a constructability
consultant. The Company considers itself to be one operating segment.

The unaudited consolidated financial statements presented herein have been
prepared in accordance with the instructions to Form 10-Q and do not include all
of the information and note disclosures required by accounting principles
generally accepted in the United States. These consolidated statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's Form 10-K for the year ended December 31, 2004.

In the opinion of management, the accompanying unaudited consolidated financial
statements include all adjustments, necessary for a fair presentation of the
financial position of the Company as of March 31, 2005 and December 31, 2004,
and the results of operations, comprehensive income (loss) and cash flows for
three-month periods ended March 31, 2005 and 2004. Because of the possible
fluctuations in the marketplace in the construction industry, operating results
of the Company on a quarterly basis may not be indicative of operating results
for the full year.

2.       Significant Accounting Policies
         -------------------------------

The significant accounting policies followed by the Company and its subsidiary
in preparing its consolidated financial statements are set forth in Note (2) to
such consolidated financial statements included in Form 10-K for the year ended
December 31, 2004. The Company has made no significant changes to these policies
during 2005.


                                       7
<PAGE>
3.       Commitment and Contingencies -
         ----------------------------

     (A)  Legal
          -----

          Co-op City. In February 1999, the Company sued the general contractor
          on the Co-Op City Project and its bonding company in New York State
          Supreme Court, Queens County to recover its contract balance and
          unpaid proposals. The Company's lawsuit includes approximately
          $1,937,000, consisting of accounts receivable applicable to the base
          contract of approximately $437,000, and unpaid final retainage
          billings of approximately $1,500,000. The Company also seeks to be
          compensated for unanticipated costs incurred through 1998, in the sum,
          as presented at trial, of $2,303,727. These costs have not been
          reflected as a claim receivable in the Company's financial statements
          because it is the policy of the Company not to record income from
          claims until the claims have been received or awarded. The defendant
          asserted counterclaims, as presented at trial, totaling $1,440,905,
          and a claim for $3,000,000 based on the argument that the Company's
          mechanic's lien was willfully overstated. The Company believes all of
          the defendant's claims lack merit. While the Company and its counsel
          believe its lawsuit has merit, there is no guarantee of a favorable
          outcome. This case was tried for 43 days and adjourned by the court to
          June 2005 for further trial proceedings. The financial statements at
          March 31, 2005 and December 31, 2004, include long-term accounts
          receivable of approximately $1,937,000 related to this project.

          Other Proposals and Claims. During the ordinary and routine course of
          its work on construction projects, the Company may incur expenses for
          work outside the scope of its contractual obligations, for which the
          owner or general contractor agrees that the Company will be entitled
          to additional compensation, but where there is not yet an agreement on
          price. The Company's financial statements include the amounts the
          Company believes it will ultimately receive on these authorized
          proposals. Also during the course of its work on construction
          projects, the Company may incur expenses for work outside the scope of
          its contractual obligations, for which no acknowledgment of liability
          exists from the owner or general contractor for such additional work.
          These claims may include change proposals for extra work or requests
          for an equitable adjustment to the Company's contract price due to
          unforeseen disruptions to its work. In accordance with accounting
          principles generally accepted in the United States of America for the
          construction industry, until written acknowledgment of the validity of
          the claims are received, they are not recognized in the accompanying
          financial statements. No accruals have been made in the accompanying
          consolidated financial statements related to these proposals for which
          no acknowledgment of liability exists. While the Company has been
          generally successful in obtaining a favorable resolution of such
          claims, there is no assurance that the Company will be successful in
          the future.


                                       8
<PAGE>
     (B)  Purchase Commitment
          -------------------

          On March 28, 2005, the Company entered into an agreement, not yet
          reduced to writing, with a supplier of steel based piping materials,
          whereby the Company has committed to purchase minimum amounts of
          piping products used in its normal operations for a period of 15
          months from January 1, 2005. The total minimum purchase obligation
          under this agreement is $1,400,000. During the quarter ended March 31,
          2005, the Company's total purchases under this agreement were
          approximately $150,000.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         ---------------------------------------------------------------
         RESULTS OF OPERATIONS
         ---------------------


RESULTS OF OPERATIONS
---------------------

REVENUES

Total revenues for the quarter ended March 31, 2005 increased by 53.6% or
$3,445,000 to $9,876,000, as compared to $6,431,000 for the quarter ended March
31, 2004. This increase in revenues was a result of the Company's increased
backlog of work as of December 31, 2004, as well as projects the Company
obtained during the first quarter of 2005. As of March 31, 2005, the Company had
backlog of approximately $46,800,000 as compared to approximately $16,400,000 as
of March 31, 2004. Since March 31, 2005, the Company has received approximately
$13,300,000 of new work which is not reflected in the backlog amount as of March
31, 2005. Approximately $31,000,000 of the March 31, 2005 backlog is expected to
be completed in the current fiscal year, with the balance expected to be
completed during 2006. The Company is actively seeking new projects to add to
its backlog.

COST OF REVENUES

Cost of revenues for the quarter ended March 31, 2005 increased by $2,809,000 or
47.4% to $8,733,000, as compared to $5,924,000 for the quarter ended March 31,
2004, which corresponds to the change in revenues noted above. In addition,
during the quarter ended March 31, 2004, the costs of revenues were increased by
the following factors: increased costs of steel based products, revenues
insufficient to absorb job costed project supervision and drafting salaries, and
increased labor costs incurred by the Company to retain experienced field labor
personnel. Management does not expect these conditions to have the same impact
in the future, since the Company has reduced pricing volatility on purchases of
steel based piping material by entering into an agreement to purchase these
products at fixed prices, and increased revenues and backlog have allowed the
Company to allocate the cost of project supervision and drafting salaries over
multiple projects and to more effectively utilize its experienced field labor
personnel.

GROSS PROFIT

Gross profit for the quarter ended March 31, 2005 was $1,143,000 or 11.6% of
revenues, as compared to a gross profit of $507,000 or 7.9% of revenues for the
quarter ended March 31, 2004. The increase in gross profit for the quarter ended
March 31, 2005, as compared to the quarter ended March 31, 2004, was primarily a
result of the overall increase in revenues. In addition, during 2004, the effect
of increased cost of steel based piping material and increased labor costs per
project to retain experienced labor, caused an increase in costs of revenues,
which caused a decrease in gross profit.


                                       9
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses ("SG&A") for the quarter ended
March 31, 2005, decreased by $190,000 or (16.3) %, to $977,000, as compared to
$1,167,000 for the quarter ended March 31, 2004. A portion of this change in
S,G&A is a result of the Company eliminating certain home office positions
during the later half of 2004. This resulted in a decline of SG&A of
approximately $130,000 during the quarter ended March 31, 2005 as compared to
the quarter ended March 31, 2004. In addition, professional fees related to the
Company's public filings with the Securities and Exchange Commission and
expenses related to the Co-Op City litigation decreased by approximately $50,000
during the quarter ended March 31, 2005, as compared to the quarter ended March
31, 2004.

OTHER INCOME

Other income for the quarter ended March 31, 2005, was $18,000, as compared to
other income of $17,000 for the quarter ended March 31, 2004. For the quarters
ended March 31, 2005 and 2004, the Company realized gains on sales of marketable
securities totaling $11,000 and $17,000, respectively. During the quarter ended
March 31, 2005, the Company earned net interest income of $7,000.

PROVISION FOR TAXES

The tax provision for the quarter ended March 31, 2004 was $29,000, as compared
to a tax provision of $1,000 for the quarter ended March 31, 2004. The provision
for both periods differs from the Company's effective income tax rate primarily
due to a deferred income tax valuation allowance. In addition, the tax rates in
both periods were affected by certain state and local taxes which are based on
net worth.

NET INCOME (LOSS)

As a result of all the items mentioned above, the Company reported net income of
$155,000 for the quarter ended March 31, 2005, as compared to a reported net
loss of $644,000 for the quarter ended March 31, 2004.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

GENERAL

The Company's principal capital requirement is to fund its work on construction
projects. Projects are billed on a monthly basis based on the work performed to
date. These project billings, less a withholding of retention, which is received
as the project nears completion, are collectible based on their respective
contract terms. The Company has historically relied primarily on internally
generated funds and bank borrowings to finance its operations. The Company has
not relied on bank borrowings to finance its operation since July 2003. On March
28, 2005, the Company obtained a line of credit which is subject to certain
conditions. See discussion of credit facility below.


                                       10
<PAGE>
As of March 31, 2005, total cash was $2,015,000, a $424,000 decrease over the
$2,439,000 reported as of March 31, 2004.

CASH USED IN OPERATIONS

Net cash used in operations was $919,000 and $717,000 for the quarters ended
March 31, 2005 and 2004, respectively.

The net cash used in operating activities for the quarter ended March 31, 2005,
was a result of the Company's greater revenues causing an increase in accounts
and retainage receivable, while the outstanding payables did not increase at the
same rate.

The net cash used in operating activities for the quarter ended March 31, 2004,
was lowered by operating losses incurred during the period as well as reductions
of accounts and retainage payable in excess of amounts collected on accounts and
retainage receivable.

CASH USED IN INVESTING ACTIVITIES

Net cash used in investing activities was $26,000 and $0 during the quarters
ended March 31, 2005 and 2004, respectively.

The Company received proceeds on the sale of marketable securities of $104,000
and $160,000 during the quarters ended March 31, 2005 and 2004, respectively.
The Company purchased marketable securities of $107,000 and $160,000 during the
quarters ended March 31, 2005 and 2004, respectively. In addition, the Company
purchased property and equipment totaling $23,000 during the quarter ended March
31, 2005.

CASH PROVIDED BY FINANCING ACTIVITIES

No net cash was provided by financing activities during the quarters ended March
31, 2005 and 2004.

CREDIT FACILITY

The Company had a $2,000,000 line of credit which expired in August 2004.

On March 28, 2005, the Company obtained a new line of credit facility from Fleet
National Bank, a Bank of America Company, which provides borrowings for working
capital purposes up to $2,000,000. This facility expires on April 1, 2006, is
secured by the Company's assets and guaranteed by the Company's subsidiary, KSW
Mechanical Services, Inc.

The amount of advances is determined based on the amount of secured margined
cash and marketable securities held at the bank and certain profitability and
net worth requirements. Based on these requirements, the Company may currently
borrow up to approximately $700,000.


                                       11
<PAGE>
Secured margined cash and marketable securities advances bear interest at the
bank's prime lending rate plus one-quarter of one percent per annum. Advances
determined by certain profitability and net worth requirements bear interest at
the bank's prime lending rate plus three- quarters of one percent per annum.

Payment may be accelerated by certain events of default such as unfavorable
credit factors, the occurrence of a material adverse change in the Company's
business, properties or financial condition, a default in payment on the line,
impairment of security, bankruptcy, or the Company ceasing operations or being
unable to pay its debts. The line of credit must be paid in full at the end of
the term, April 1, 2006.

The Company currently has no significant capital expenditure commitments.

SURETY

On most of its projects, the Company is required to provide a surety bond. The
Company's ability to obtain bonding, and the amount of bonding required, is
solely at the discretion of the surety and is primarily based upon the Company's
net worth, working capital, the number and size of projects under construction
and the surety's relationship with management. The Company is contingently
liable to the surety under a general indemnity agreement. The Company agrees to
indemnify the surety for any payments made on contracts of suretyship, guaranty
or indemnity as a result of the Company not having the financial capacity to
complete projects. Management believes the likelihood of the surety having to
complete projects is remote. The contingent liability is the cost of completing
all bonded projects, which is an undeterminable amount because it is subject to
bidding by third parties. Management believes that all contingent liabilities
will be satisfied by the Company's performance on the specific bonded contracts
involved. The surety provides bonding solely at its discretion, and the
arrangement with the surety is an at-will arrangement subject to termination.

The Company believes its current bonding limits are sufficient given the volume
and size of the Company's contracts. The Company's surety may require that the
Company maintain certain tangible net worth levels and may require additional
guarantees if the Company should desire increased bonding limits. At March 31,
2005, approximately $20,100,000 of the Company's backlog of $46,800,000 required
bonds.

The Company's surety has advised that it is winding down its operations and
after a transition period, it will no longer be writing surety bonds. This
withdrawal from the market will not affect currently bonded jobs, nor will it
affect the Company's ability to bond new work in the near term. The Company and
its bonding agent have begun the process of obtaining a new surety.

If the Company is unable to secure a replacement surety, it would be unable to
bid on certain public projects and certain privately financed projects which
require performance bonds. This would have a material adverse effect on the
Company.


                                       12
<PAGE>
FORWARD-LOOKING STATEMENTS

Certain statements contained in this report are not historical facts, constitute
"forward-looking statements" (as such term is defined in the Private Securities
Litigation Reform Act of 1995). These forward looking statements generally can
be identified as statements that include phrases such as "believe", "expect",
"anticipate", "intend", "plan", "foresee", "likely", "will" or other similar
words or phrases. Such forward-looking statements concerning management's
expectations, strategic objectives, business prospects, anticipated economic
performance and financial condition, and other similar matters involve known and
unknown risks, uncertainties and other important factors that could cause the
actual results, performance or achievements of results to differ materially from
any future results, performance or achievements discussed or implied by such
forward-looking statements. This document describes factors that could cause
actual results to differ materially from expectation of the Company. All written
and oral forward-looking statements attributable to the Company or persons
acting on behalf of the Company are qualified in their entirety by such factors.
Such risks, uncertainties, and other important factors include, among others:
inability to obtain bonding, inability to retain senior management, low labor
productivity and shortages of skilled labor, a rise in the price of steel
products, economic downturn, reliance on certain customers, competition,
inflation, the adverse effect of terrorist concerns and activities on public
budgets and insurance costs, the unavailability of private funds for
construction, and other various matters, many of which are beyond the Company's
control and other factors as are described at the end of "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations" of the
Company's Form 10-K for the fiscal year ended December 31, 2004. Forward-looking
statements speak only as of the date of the document in which they are made. The
Company disclaims any obligation or undertaking to provide any updates or
revisions to any forward-looking statement to reflect any change in the
Company's expectations or any change in events, conditions or circumstances on
which the forward-looking statement is based.

ITEM 3.  QUANTITITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         ------------------------------------------------------------

The Company does not utilize futures, options or other derivative instruments.
As of March 31, 2005, the Company has invested $684,000 in managed stock funds
selected by Merrill Lynch.

ITEM 4.  CONTROLS AND PROCEDURES
         -----------------------

The Company carried out an evaluation, under the supervision and with the
participation of management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)
as of March 31, 2005. Based on that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that, our disclosure controls and procedures
were effective as of March 31, 2005.

There has been no change in the Company's internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
during the Company's fiscal quarter ended March 31, 2005, that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.


                                       13
<PAGE>
PART II - OTHER INFORMATION
---------------------------

ITEM 1.  LEGAL PROCEEDINGS

See Note 3 to the Consolidated Financial Statements, which in incorporated
herein by reference.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

         Exhibit 10.1 -       Compensation Arrangements with Certain Executive
                              Officers (as of May 13, 2005)

         Exhibit 11 -         Statement regarding Computation of Income (Loss)
                              per Share

         Exhibit 31.1 -       Certification of Chief Executive Officer required
                              by Rule 13a-14(a)

         Exhibit 31.2 -       Certification of Chief Financial Officer required
                              by Rule 13a-14(a)

         Exhibit 32.1 -       Certification of Chief Executive Officer required
                              by Rule 13a-14(b) and 18 U.S.C. Section 1350

         Exhibit 32.2 -       Certification of Chief Financial Officer required
                              by Rule 13a-14(b) and 18 U.S.C. Section 1350




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<PAGE>
                                    SIGNATURE


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.

                                    KSW, INC.



Date:  May 13, 2005
                                     /s/Richard W. Lucas
                                     -------------------------------------------
                                     Richard W. Lucas
                                     Chief Financial Officer
                                     (Principal Financial and Accounting Officer
                                     and Duly Authorized Officer)







                                       15
<PAGE>
                                    KSW, INC.

                                INDEX TO EXHIBITS



  EXHIBIT
  NUMBER                              DESCRIPTION

   10.1 -   Compensation Arrangements with Certain Executive Officers
            (as of May 13, 2005)

    11      Statement Regarding Computation of Income (Loss) per Share

   31.1     Certification of Chief Executive Officer required by Rule 13a-14(a)

   31.2     Certification of Chief Financial Officer required by Rule 13a-14(a)

   32.1     Certification of Chief Executive Officer required by Rule 13a-14(b)
            and 18 U.S.C. ss.1350

   32.2     Certification of Chief Financial Officer required by Rule 13a-14 (b)
            and 18 U.S.C. ss.1350





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