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 June 30, 2008

                                       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 001-32865

                                    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 a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See definitions of "large accelerated filer", "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated     Accelerated      Non-Accelerated     Smaller Reporting
   Filer [ ]             Filer [ ]        Filer [ ]           Company [X]

      Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of 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:

<TABLE>
<CAPTION>
                                                      Outstanding at
          Class                                       August 4, 2008
          -----                                       --------------
<S>                                                      <C>
Common stock, $.01 par value                             6,287,825
</TABLE>
<PAGE>

                                    KSW, INC.
                          QUARTERLY REPORT ON FORM 10-Q
                           QUARTER ENDED JUNE 30, 2008
                           ---------------------------

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page No.
-------------------------------------------------------------------------------------
<S>       <C>                                                                  <C>
PART I        FINANCIAL INFORMATION

Item 1.   Financial Statements
              Consolidated Balance Sheets -
              June 30, 2008 (unaudited) and December 31, 2007                   3

              Consolidated Statements of Income -
              Three and six months ended June 30, 2008 and 2007 (unaudited)     4

              Consolidated Statements of Comprehensive Income -
              Three and six months ended June 30, 2008 and 2007 (unaudited)     5

              Consolidated Statement of Stockholders' Equity -
              Six months ended June 30, 2008 (unaudited)                        6

              Consolidated Statements of Cash Flows-
              Six months ended June 30, 2008 and 2007 (unaudited)               7

              Notes to Consolidated Financial Statements-                       8

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                        12

Item 3.   Quantitative and Qualitative Disclosures
          about Market Risk                                                    17

Item 4.   Controls and Procedures                                              17

-------------------------------------------------------------------------------------
PART II       OTHER INFORMATION

Item 1        Legal Proceedings                                                18
Item 1A       Risk Factors                                                     18
Item 2        Unregistered Sales of Equity Securities and Use of Proceeds      18
Item 3        Defaults Upon Senior Securities                                  18
Item 4        Submission of Matters to a Vote of Security Holders              18
Item 5        Other Information                                                18
Item 6        Exhibits                                                         19

-------------------------------------------------------------------------------------
SIGNATURE                                                                      20

INDEX TO EXHIBITS                                                              21
</TABLE>

                                        2
<PAGE>

                         PART I - FINANCIAL INFORMATION

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

                            KSW, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                        June 30, 2008         December 31, 2007
                                                        -------------         -----------------
ASSETS                                                   (unaudited)
------
<S>                                                        <C>                      <C>
Current assets:
  Cash and cash equivalents                                $16,118                  $16,232
  Marketable securities                                      1,811                    1,892
  Accounts receivable                                       18,708                   14,133
  Retainage receivable                                       7,788                    6,647
  Costs and estimated earnings in excess of
    billings on uncompleted contracts                          795                    1,107
  Prepaid expenses and other receivables                       567                      359
  Prepaid income taxes                                         362                        -
                                                           -------                  -------
    Total current assets                                    46,149                   40,370

Property and equipment, net of accumulated
  depreciation and amortization of $2,116 and $2,091
  at 6/30/08 and 12/31/07, respectively                        287                      254
Deferred income taxes and other                                202                      313
                                                           -------                  -------
  Total assets                                             $46,638                  $40,937
                                                           =======                  =======
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
  Accounts payable                                         $17,576                  $14,182
  Retainage payable                                          3,793                    3,636
  Accrued payroll and benefits                               1,154                    1,519
  Accrued expenses                                             273                      175
  Billings in excess of costs and estimated
    earnings on uncompleted contracts                        5,709                    4,031
  Income taxes payable                                           -                        5
                                                           -------                  -------
    Total current liabilities                               28,505                   23,548
                                                           -------                  -------
Commitments and contingencies (Note 5)

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, 6,287,825 and 6,244,324 shares issued
    and outstanding at 6/30/08 and 12/31/07, respectively       63                       62
  Additional paid-in capital                                13,285                   13,139
  Retained earnings                                          4,817                    4,161
  Accumulated other comprehensive income (loss):
    Net unrealized holding gains (losses) on available -
      for-sale securities                                      (32)                      27
                                                           -------                  -------
      Total stockholders' equity                            18,133                   17,389
                                                           -------                  -------
  Total liabilities and stockholders' equity               $46,638                  $40,937
                                                           =======                  =======
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        3
<PAGE>

                            KSW, INC. AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF INCOME
                 (in thousands, except share and per share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                      Three Months          Three Months           Six Months            Six Months
                                  Ended June 30, 2008   Ended June 30, 2007   Ended June 30, 2008   Ended June 30, 2007
                                  -------------------   -------------------   -------------------   -------------------
<S>                                   <C>                   <C>                    <C>                   <C>
Revenues                              $   21,998            $   19,320             $   42,489            $   37,311
Cost of revenues                          18,836                16,512                 37,010                32,013
                                      ----------            ----------             ----------            ----------
Gross profit                               3,162                 2,808                  5,479                 5,298

Selling, general and
  administrative expenses                  1,343                 1,312                  2,651                 2,325
                                      ----------            ----------             ----------            ----------
Operating income                           1,819                 1,496                  2,828                 2,973

Other income:
Interest income, net                          82                   121                    206                   234
                                      ----------            ----------             ----------            ----------
Income before provision
  for income taxes                         1,901                 1,617                  3,034                 3,207

Provision for income taxes                   827                   757                  1,120                 1,449
                                      ----------            ----------             ----------            ----------
Net income                            $    1,074            $      860             $    1,914            $    1,758
                                      ==========            ==========             ==========            ==========

Earnings per common share:
Basic                                 $      .17            $      .14             $      .31            $      .29

Diluted                               $      .17            $      .14             $      .30            $      .28

Weighted average common
  shares outstanding:
  Basic                                6,284,325             6,142,825              6,271,552             6,115,000
  Diluted                              6,340,461             6,254,400              6,330,019             6,226,425
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        4
<PAGE>

                            KSW, INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                      Three Months          Three Months           Six Months            Six Months
                                  Ended June 30, 2008   Ended June 30, 2007   Ended June 30, 2008   Ended June 30, 2007
                                  -------------------   -------------------   -------------------   -------------------
<S>                                     <C>                    <C>                  <C>                   <C>
Net income                              $  1,074               $  860               $  1,914              $  1,758
                                        --------               ------               --------              --------
Other comprehensive
  income (loss) before
  income tax (benefit):

Unrealized holding gains
  (losses) arising
  during the period                           10                   33                   (109)                   48

Less: reclassification
  adjustment for gains
  included in
  net income                                   -                    -                      -                     -
                                        --------               ------               --------              --------
Other comprehensive
  income (loss)
  before income tax
  (benefit)                                   10                   33                   (109)                   48

Income tax (benefit)
  related to items
  of other
  comprehensive income
  (loss)                                       4                   15                    (50)                   22
                                        --------               ------               --------              --------
Other comprehensive
  income (loss), net of
  income tax (benefit)                         6                   18                    (59)                   26
                                        --------               ------               --------              --------
Total comprehensive
  income                                $  1,080               $  878               $  1,855              $  1,784
                                        ========               ======               ========              ========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        5
<PAGE>

                            KSW, INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                         SIX MONTHS ENDED JUNE 30, 2008
                        (in thousands, except share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                         Accumulated
                                                                               Additional                   Other
                                                             Common Stock        Paid-In    Retained    Comprehensive
                                                           Shares    Amount      Capital    Earnings    Income (loss)    Total
                                                           ------    ------      -------    --------    -------------    -----
<S>                                                      <C>         <C>        <C>          <C>            <C>         <C>
Balances, January 1, 2008                                6,244,324   $   62     $ 13,139     $ 4,161        $    27     $ 17,389
Net income                                                       -        -            -       1,914              -        1,914
Share transactions under employee stock option plan         43,501        1           67           -              -           68
Amortization of share based compensation                         -        -           17           -              -           17
Tax benefits from exercise of employee stock option
  plan                                                           -        -           62           -              -           62
Cash dividend paid - $.20 per share                              -        -            -      (1,258)             -       (1,258)
Net unrealized losses on available-for-sale securities           -        -            -           -            (59)         (59)
                                                         ---------   ------     --------     -------        -------     --------

Balances, June 30, 2008                                  6,287,825   $   63     $ 13,285     $ 4,817        $   (32)    $ 18,133
                                                         =========   ======     ========     =======        =======     ========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        6
<PAGE>

                            KSW, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                            Six Months               Six Months
                                                       Ended June 30, 2008       Ended June 30, 2007
                                                       -------------------       -------------------
<S>                                                          <C>                       <C>
Cash flows from operating activities:
  Net income                                                 $ 1,914                   $ 1,758
Adjustments to reconcile net income to cash
  provided by operating activities:
  Depreciation and amortization                                   41                        35
  Deferred income taxes                                          161                       187
  Tax benefits from exercise of stock options                    (62)                     (225)
  Gain on sale of fixed asset                                     (3)                        -
  Stock-based compensation expense related
    to stock option plan                                          17                         5
Changes in operating assets and liabilities:
  Accounts receivable                                         (4,575)                    1,241
  Retainage receivable                                        (1,141)                     (923)
  Costs and estimated earnings in excess
    of billings on uncompleted contracts                         312                       626
  Prepaid expenses and other receivables                        (208)                     (244)
  Prepaid income taxes                                          (300)                        -
  Accounts payable                                             3,394                      (206)
  Retainage payable                                              157                       597
  Accrued payroll and benefits                                  (365)                      174
  Accrued expenses                                                98                        77
  Billings in excess of costs and estimated
    earnings on uncompleted contracts                          1,678                       480
  Income taxes payable                                            (5)                     (845)
                                                             -------                   -------
Net cash provided by operating activities                      1,113                     2,737
                                                             -------                   -------
Cash flows from investing activities:
  Purchases of property and equipment                            (82)                       (8)
  Proceeds from sale of fixed asset                               11                         -
  Purchases of marketable securities                             (28)                        -
                                                             -------                   -------
Net cash used in investing activities                            (99)                       (8)
                                                             -------                   -------
Cash flows from financing activities:
  Proceeds from exercise of employee stock option plan            68                       184
  Dividends paid                                              (1,258)                        -
  Tax benefits from exercise of stock options                     62                       225
                                                             -------                   -------
Net cash (used in) provided by financing activities           (1,128)                      409
                                                             -------                   -------
  Net increase (decrease) in cash and cash
  equivalents                                                   (114)                    3,138

Cash and cash equivalents, beginning of period                16,232                    14,085
                                                             -------                   -------
Cash and cash equivalents, end of period                     $16,118                   $17,223
                                                             =======                   =======
Supplemental disclosure of cash flow information
Cash paid during the period for:
  Interest                                                   $     4                   $     4
  Income taxes                                               $ 1,267                   $ 2,109
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        7
<PAGE>

                            KSW, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

KSW, Inc. and its Subsidiary, collectively 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. The Company operates as one 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  disclosures required by accounting  principles generally
accepted in the United States  of America. These consolidated statements  should
be read  in conjunction  with the  consolidated financial  statements and  notes
thereto included in the Company's Annual Report on Form 10-K for the year  ended
December 31, 2007.

In the opinion of management, the accompanying unaudited consolidated  financial
statements include  all adjustments  necessary for  a fair  presentation of  the
consolidated financial  position of  the Company  as of  June 30,  2008, and its
results  of  operations  and  comprehensive  income  for the three and six month
periods  ended  June 30, 2008 and  2007 and cash flows for the six month periods
ended  June 30, 2008  and  2007. The  operating  results  of the Company for any
period  may not be indicative of operating results for any 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 the Company's  Annual Report
on Form 10-K  for the  year  ended December  31, 2007. The  Company has made  no
significant changes to these policies during 2008.

In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 157, "Fair  Value Measurements" (SFAS  157). SFAS 157  provides guidance for
using  fair  value  to  measure assets  and  liabilities.  It  also responds  to
investors' requests for expanded information about the extent to which companies
measure assets and  liabilities at fair  value, the information  used to measure
fair value,  and the  effect of  fair value  measurements on  earnings. SFAS 157
applies whenever other standards require (or permit) assets or liabilities to be
measured at fair  value, and does  not expand the  use of fair  value in any new
circumstances. SFAS 157 is effective for financial statements issued for  fiscal
years beginning after November 15, 2007. The Company's investments in marketable
securities   are  exposed   to  price  fluctuation.  The  Company  values  these
securities, based on Level 1 of the SFAS 157 fair value hierarchy, using  quoted
prices in  active  markets, as  it  did prior to  the adoption of  SFAS 157. The
adoption   of  SFAS  157   has  not  had  a  material impact  on  the  Company's
consolidated results of operations or financial condition.

                                        8
<PAGE>

In February 2007, the FASB issued Statement No. 159, "The Fair Value Option  for
Financial Assets  and Financial  Liabilities -  including an  amendment of  FASB
Statement No. 115" ("SFAS 159"). SFAS 159 permits entities to choose to  measure
many financial instruments and  certain other items at  fair value. SFAS 159  is
effective  for  the  Company's financial  statements  beginning  with the  first
quarter of 2008. The adoption of SFAS  159 has not had a material impact  on the
Company's consolidated results of operations or financial condition.

3.     Stockholders' Equity
       --------------------

(A)    Stock Option Plans
       ------------------

The Company has outstanding stock options issued under two plans, the KSW,  Inc.
1995 Stock Option Plan  ("1995 plan") and the  KSW, Inc. 2007 Stock  Option Plan
("2007 plan").

The 1995 plan expired  December 2005. Therefore, no  new options can be  granted
under that plan.

The 2007 plan was  adopted and approved by  the Company's Board of  Directors on
May 8, 2007 and was approved by the shareholders at the May 2008 Annual  Meeting
of Stockholders. Pursuant to  the 2007 plan, 300,000  shares of common stock  of
the Company are reserved for issuance to employees, consultants and directors of
the Company. The primary  purpose of the 2007  plan is to reward  and retain key
employees. No options have been issued  to officers or employees under the  2007
plan. Under this plan  the Company has issued  to a Company director  options to
purchase 20,000 shares  of the Company's  common stock at  an exercise price  of
$6.95 per share.

During  the three  and six  months ended  June 30,  2008, the  Company  incurred
compensation  expense  related  to   the  vesting  of  stock   options  totaling
approximately $15,000 and $17,000, respectively. In addition, during the quarter
ended June 30, 2008 an officer exercised 7,001 options. A director, an executive
and an  employee exercised  an aggregate  of 36,500  options during  the quarter
ended March 31, 2008.

During  the three  and six  months ended  June 30,  2007, the  Company  incurred
compensation  expense  related  to   the  vesting  of  stock   options  totaling
approximately $0 and $5,000, respectively.

In addition, during the quarter ended June 30, 2007, two Company executives,  an
employee and  a  director exercised an  aggregate of 40,166 options. During  the
quarter  ended March 31, 2007, an executive  and  a former director exercised an
aggregate of 70,500 options.

As of June 30, 2008, there is approximately $31,000 of unrecognized compensation
expense related to unvested  stock-based compensation awards granted.  That cost
is expected to be recognized over the next 2.1 years.

Under both  plans, options  were granted  to certain  employees, executives  and
directors at  prices equal  to the  market value  of the  stock on the dates the
options were issued. The

                                        9
<PAGE>

options  granted generally  have a  term of  10 years  from the  grant date  and
granted options vest ratably  over a three year  period. The fair value  of each
option is amortized into compensation  expense on a straight-line basis  between
the grant date for the option  and each vesting date. The Company  estimates the
fair value of all stock  option awards as of the  date of the grant by  applying
the Black-Scholes  pricing valuation  model. The  application of  this valuation
model  involves   assumptions  that   are  judgmental   and  sensitive   in  the
determination of  compensation expense  which would  include the  expected stock
price volatility, risk-free interest rate, weighted-average expected life of the
options and the dividend yield.

Historical information is  the primary basis  for the selection  of the expected
volatility, expected dividend yield and the expected lives of options. The  risk
-free interest rate was selected based upon yields of U.S. Treasury issues  with
a term  equal to  the expected  life of  the option  being valued.  Stock option
activity for the six months ended June 30, 2008 was as follows:

<TABLE>
<CAPTION>
                                                                         Weighted Average
                                     Number      Weighted Average     Remaining Contractual        Aggregate
                                   of Shares      Exercise Price          Term in Years         Intrinsic Value
                                   ---------      --------------          -------------         ---------------
<S>                                 <C>             <C>                        <C>                 <C>
Outstanding at January 1, 2008      189,002         $  1.58
Expired/canceled                          -               -
Granted                              20,000         $  6.95
Exercised                           (43,501)        $  1.58
                                    -------
Outstanding at June 30, 2008        165,501         $  2.23                    3.8                 $569,000
                                    =======
Exercisable at June 30, 2008        138,501         $  1.58                    2.9                 $440,000
</TABLE>

Cash proceeds, tax benefits and  intrinsic value related to total  stock options
exercised during the three  and six months ended  June 30, 2008 and  2007 are as
follows:

<TABLE>
<CAPTION>
                                   Three Months Ended    Three Months Ended    Six Months Ended    Six Months Ended
                                      June 30, 2008         June 30, 2007        June 30, 2008       June 30, 2007
                                      -------------         -------------        -------------       -------------
<S>                                     <C>                   <C>                  <C>                 <C>
Proceeds from stock options
exercised                               $ 11,000              $ 67,000             $ 68,000            $184,000

Tax benefits related to stock
options exercised                       $      -              $ 76,000             $ 62,000            $225,000

Intrinsic value of stock options
exercised                               $ 24,000              $177,000             $201,000            $470,000
</TABLE>

(B)    Dividend
       --------

On April 30, 2008, the Company's Board of Directors declared a cash dividend  of
$.20 per share.  The aggregate amount  of the dividend  was $1,258,000, and  was
paid on June 17, 2008 to shareholders of record as of May 26, 2008.

                                       10
<PAGE>

4.     Earnings per Share
       ------------------

<TABLE>
<CAPTION>
                                   Three Months Ended    Three Months Ended    Six Months Ended    Six Months Ended
                                      June 30, 2008         June 30, 2007        June 30, 2008       June 30, 2007
                                      -------------         -------------        -------------       -------------
<S>                                    <C>                   <C>                  <C>                 <C>
Net income                             $1,074,000            $  860,000           $1,914,000          $1,758,000
                                       ==========            ==========           ==========          ==========
Earnings per share - basic:
Weighted average shares
 outstanding during the period          6,284,325             6,142,825            6,271,552           6,115,000
                                       ==========            ==========           ==========          ==========
Earnings per share - basic             $      .17            $      .14           $      .31          $      .29
                                       ==========            ==========           ==========          ==========
Earnings per share - diluted:
Weighted average shares
 outstanding during the period          6,284,325             6,142,825            6,271,552           6,115,000
Effect of stock option dilution            56,136               111,575               58,467             111,425
                                       ----------            ----------           ----------          ----------
Total shares outstanding for
 purposes of calculating diluted
 earnings per share                     6,340,461             6,254,400            6,330,019           6,226,425
                                       ==========            ==========           ==========          ==========
Earnings per share - diluted           $      .17            $      .14           $      .30          $      .28
                                       ==========            ==========           ==========          ==========
</TABLE>

5.     Commitment and Contingencies
       ----------------------------

Proposals and Claims.  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  acknowledgments of  the
validity  of the  claims are  received, the  claims are  not recognized  in  the
accompanying consolidated 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.

6.     Recently Issued Accounting Pronouncements
       -----------------------------------------

In December 2007,  the FASB issued  Statement No. 141  (revised 2007), "Business
Combinations" ("SFAS 141-R"). SFAS 141-R changes the accounting for acquisitions
specifically eliminating the step acquisition model, changing the recognition of
contingent consideration  from being  recognized when  it is  probable to  being
recognized  at  the  time  of  acquisition,  disallowing  the  capitalization of
transaction costs and changes when restructurings related to acquisition can  be
recognized. The standard is effective for

                                       11
<PAGE>

fiscal years beginning on  or after December 15,  2008 and will only  impact the
accounting for acquisitions that are made after adoption.

In December 2007, the FASB  issued Statement No. 160, "Noncontrolling  Interests
in Consolidated Financial Statements - an amendment of ARB No. 51" ("SFAS 160").
This statement is effective for fiscal years beginning on or after December  15,
2008, with earlier adoption prohibited. This statement requires the  recognition
of a noncontrolling interest (minority  interest) as equity in the  consolidated
financial statements and separate from  the Company's equity. The amount  of net
income  attributable  to  the  noncontrolling  interest  will  be  included   in
consolidated net  income on  the face  of the  consolidated income statement. It
also amends  certain of  ARB No.  51's consolidation  procedures for consistency
with  the requirements  of SFAS  141-R. This  statement also  includes  expanded
disclosure  requirements  regarding  the   interests  of  the  parent   and  its
noncontrolling interest. The Company believes the adoption of SFAS 160 will  not
have an effect  on the Company's  consolidated financial position  or results of
operations.

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

Results of Operations
---------------------

Revenues

Total revenues for the quarter ended  June 30, 2008 increased by $2,678,000,  or
13.9% to $21,998,000, as compared to $19,320,000 for the quarter ended June  30,
2007.  Total  revenues for  the  six months  ended  June 30,  2008  increased by
$5,178,000, or  13.9% to  $42,489,000, as  compared to  $37,311,000 for  the six
months  ended June  30, 2007.  This increase  in revenues  was a  result of  the
Company's performance on new work as well as backlog.

As of  June 30,  2008, the  Company had  backlog of  approximately $139,100,000.
Approximately  $90,000,000  of  the  June 30,  2008  backlog  is  not reasonably
expected to be completed within the year ended December 31, 2008. New  contracts
secured during  the remainder  of 2008  could also  increase 2008  revenues. The
amount of backlog  not reasonably expected  to be completed  in the next  fiscal
year is  subject to  various uncertainties  and risks.  The Company continues to
actively seek new projects to add to its backlog.

Cost of Revenues

Costs of revenues for the quarter  ended June 30, 2008 increased by  $2,324,000,
or 14.1% to $18,836,000, as compared  to $16,512,000 for the quarter ended  June
30, 2007. Costs of revenues for the six months ended June 30, 2008 increased  by
$4,997,000, or  15.6% to  $37,010,000, as  compared to  $32,013,000 for  the six
months ended June 30,  2007. The increase in  costs of revenues for  the quarter
and six months ended June 30, 2008, as compared to the same periods in 2007,  is
primarily associated with the increased revenues.

During the first quarter of 2008,  the union which supplied the majority  of the
Company's

                                       12
<PAGE>

direct  labor  notified  the  Company,  as  well  as  other  signatories  to the
collective bargaining agreement,  that it had  incorrectly billed for  wages and
fringe benefits for 2006 and 2007. The Company recorded additional costs  during
the six months ending June 30, 2008 of approximately $85,000 to account for this
billing error.

Gross Profit

Gross profit for  the quarter ended  June 30, 2008  was $3,162,000, or  14.4% of
revenues, as compared to a gross profit of $2,808,000, or 14.5% of revenues, for
the quarter ended June 30, 2007.

Gross profit for the six months ended June 30, 2008 was $5,479,000, or 12.9%  of
revenues, as compared to gross profit  of $5,298,000, or 14.2% of revenues,  for
the six months ended June 30, 2007. The Company has submitted claims on  certain
projects  to  recoup costs  due to project delays.  While there is  no assurance
that  these  costs will  be  reimbursed, the  Company  believes its  claims  are
meritorious. Until written acknowledgements of the validity of these claims  are
received, the amounts claimed are  not recognized in the Company's  consolidated
financial statements.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ("SG&A") for the quarter ended June
30, 2008 increased by $31,000, or 2.4% to $1,343,000, as compared to  $1,312,000
for the  quarter ended  June 30,  2007. SG&A  for the  six months ended June 30,
2008, increased by $326,000, or  14.0% to $2,651,000, as compared  to $2,325,000
for the six months ended June 30, 2007.

The increase in SG&A for the six months ended June 30, 2008, as compared to  the
six  months  ended  June 30,  2007,  was  primarily related  to  an  increase in
employment costs, auto  expenses, costs associated  with the filing  of the 2007
Annual  Report on  Form 10-K  and related  report to  shareholders and  expenses
related to the vesting of stock options.

Other Income

Other income, which is primarily interest income, for the quarter ended June 30,
2008 was $82,000, as compared to  $121,000 for the quarter ended June  30, 2007.
Other income for the six months ended June 30, 2008 was $206,000, as compared to
$234,000 for the six months ended  June 30, 2007. The decreases in  other income
for the quarter and  six month periods ended  June 30, 2008, as  compared to the
quarter  and six  month periods  ended June  30, 2007,  was primarily  due to  a
reduction in the interest rates that investment accounts were able to earn.

Provision for Income Taxes

The provision for income taxes for the quarter ended June 30, 2008 was $827,000,
as compared to the provision for income taxes of $757,000 for the quarter  ended
June 30, 2007. The provision for income taxes for the six months ended June  30,
2008 was $1,120,000, as compared to  a provision for income taxes of  $1,449,000
for the six months ended June 30, 2007.

                                       13
<PAGE>

The tax expense for  the quarter and six  month periods ended June  30, 2008 was
lower as a result  of the Company's ability  to utilize the Domestic  Production
Activities Deduction, a credit available to qualifying entities in  construction
and other industries.

Net Income

As a result  of the above  mentioned items, the  Company reported net  income of
$1,074,000, or $.17 per share-basic and diluted, for the quarter ended June  30,
2008 as compared to reported net income of $860,000, or $.14 per share-basic and
diluted for the quarter ended June 30, 2007.

For the  six months  ended June  30, 2008,  the Company  reported net  income of
$1,914,000, or $.31 per share-basic  and $.30 per share-diluted, as  compared to
reported net income  of $1,758,000 or  $.29 per share-basic  and $.28 per  share
-diluted for the six months ended June 30, 2007.

Liquidity and Capital Resources
-------------------------------

General

The Company's principal capital requirement is to fund its work on  construction
projects. Projects are billed monthly 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 a  line of
credit which is  subject to certain  conditions. The Company  has not relied  on
bank borrowings to finance its operation since July 2003.

As of June 30, 2008, total cash and cash equivalents was $16,118,000, a decrease
from the $17,223,000 reported as of June 30, 2007. In addition, at June 30, 2008
the Company held marketable equity securities totaling $1,811,000 as compared to
marketable equity securities totaling $707,000 held at June 30, 2007.

Cash provided by operations

Net cash provided by operations was $1,113,000 for the six months ended June 30,
2008, as compared to $2,737,000 for the six months ended June 30, 2007. The  net
cash at June  30, 2008 was  reduced by the  funding of a  greater number of  new
projects and the payment  of increased employment cost,  as compared to the  six
months ended June 30,  2007. In addition, during  the six months ended  June 30,
2008, the Company has submitted claims  on certain projects to recoup costs  due
to project delays. There  is no assurance that  these costs will be  reimbursed.
The Company believes its claims are meritorious.

Cash used in investing activities

Net cash used in investing activities was $99,000 for the six months ended  June
30, 2008,  as compared  to $8,000  for the  six months  ended June 30, 2007. The
Company purchased

                                       14
<PAGE>

property and equipment of  $82,000 and $8,000 during  the six months ended  June
30, 2008 and 2007, respectively.

During the  six months  ended June  30, 2008,  the Company  purchased $28,000 of
marketable securities and sold fixed  assets which contributed cash proceeds  of
$11,000.

Cash (used in) provided by financing activities

Net cash used in  financing activities for the  six months ended June  30, 2008,
which includes the dividend paid on June 17, 2008, was $1,128,000 as compared to
net cash provided by financing  activities totaling $409,000 for the  six months
ended June 30, 2007.

During the six  months ended June  30, 2008, two  executives, an employee  and a
director exercised  options to  purchase an  aggregate of  43,501 shares  of the
Company's common stock, contributing cash proceeds of $68,000 to the Company.

During the six months ended June 30, 2007, two company executives, an  employee,
a director and a former director  exercised options to purchase an aggregate  of
110,666 shares  of the  Company's common  stock, contributing  cash proceeds  of
$184,000 to the Company.

Prior to adopting SFAS 123-R,  the Company presented all tax  benefits resulting
from the exercise of stock options  as operating cash flows in the  Statement of
Cash Flows. SFAS 123-R requires cash flows resulting from excess tax benefits to
be classified  as a  part of  cash flows  from financing  activities. Excess tax
benefits represent tax  benefits related to  exercised options in  excess of the
associated deferred tax  asset for such  options. As a  result of adopting  SFAS
123-R, $62,000 and $225,000 of excess tax benefits for the six months ended June
30,  2008 and  2007, respectively,  have been  classified as  an operating  cash
outflow and a financing cash inflow.

On April 30, 2008, the Company's Board of Directors declared a cash dividend  of
$.20 per share. The aggregate amount of the dividend was $1,258,000 paid on June
17, 2008 to shareholders of record as of May 26, 2008.

Credit Facility

The Company  has a  line of  credit facility  from Bank  of America, N.A., which
provides borrowings for working capital purposes up to $2,000,000. This facility
expires on April 1, 2009, is secured by the Company's assets, and is  guaranteed
by the Company's  subsidiary, KSW Mechanical  Services, Inc. There  have been no
borrowings against this line of credit.

Advances bear  interest, at  the Company's  option, at  either the  bank's prime
lending rate plus one  percent per annum (6.0%  at June 30, 2008)  or the London
Inter-Bank Offered Rate ("LIBOR") plus two and one-half percent per annum (4.96%
at June 30, 2008).

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,

                                       15
<PAGE>

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.

The Company currently has no significant capital expenditure commitments.

Surety

On some of its projects, the Company  is required to provide a surety bond.  The
Company obtains  its surety  bonds from  Federal Insurance  Company, a member of
Chubb Group of Insurance Companies. 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 that  might result from
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's bonding limits have been  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 June 30,
2008,  approximately $63,000,000  of the  Company's backlog  of $139,100,000  is
anticipated to be bonded.

Critical Accounting Policies and Estimates
------------------------------------------

There have  been no  material changes  in the  accounting policies and estimates
that  the  Company  considers  to be  "critical"  from  those  disclosed in  the
Company's Annual Report on Form 10-K for the year-ended December 31, 2007.

Recently Issued Accounting Pronouncements
-----------------------------------------

See Note (6) to the consolidated financial statements for a summary of  recently
issued accounting pronouncements and their impact on the Company.

Forward-Looking Statements
--------------------------

Certain  statements  contained  in  this report  are  not  historical  facts and
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 words 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,

                                       16
<PAGE>

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  expectations  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  terrorism 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 in "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K
for the  fiscal year  ended December  31, 2007  and in  Part II,  Item 1A. "Risk
Factors" in this report. Forward-looking  statements speak  only as of the  date
of the document in which they  are made. Other than required by  applicable law,
the Company disclaims  any obligation or  undertaking to provide  any updates or
revisions  to  any forward-looking  statements  to reflect  any  changes in  the
Company's expectations or any changes in events, conditions or circumstances  on
which the forward-looking statements are based.

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

The Company does not utilize  futures, options or other derivative  instruments.
As  of  June  30,  2008,  the  Company  has  invested  $1,811,000  in marketable
securities.

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 June 30, 2008. Based  on that evaluation, our Chief Executive  Officer and
Chief Financial Officer  concluded that our  disclosure controls and  procedures
were effective as of June 30, 2008.

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 quarter ended June 30, 2008, that has materially  affected,
or is  reasonably likely  to materially  affect, the  Company's internal control
over financial reporting.

                                       17
<PAGE>

PART II - Other Information
---------------------------

Item 1.     Legal Proceedings

None.

Item 1A.    Risk Factors

There have been  no material changes  related to risk  factors from those  items
previously disclosed in  the Company's December  31, 2007 Annual  Report on Form
10-K except for the following:

During the first half of 2008,  the prices of steel pipe and  related materials,
which constitute  approximately 10%  of the  Company's project  costs, increased
significantly. The Company has a long-term purchase agreement, expiring  October
31, 2008, that fixes the price for a portion of its steel purchase requirements.
The Company has also increased its projected material costs in its estimates for
future  work. These  actions have  limited the  short-term effect  of the  steep
increase in the costs of steel pipe and related materials. However, there is  no
assurance that steel  prices will abate  and, accordingly, the  Company has been
unable to secure a new  long-term contract for its steel  purchase requirements.
To the  extent the  Company is  unable to  estimate future  increases or recover
these costs,  continued increases  may have  an adverse  effect on the Company's
results of operations and cash flows.

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

The  results  of the  shareholder  voting at  the  Company's Annual  Meeting  of
Stockholders held on May 6, 2008 were reported in the Company's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2008 and are  incorporated
herein by reference.

Item 5.     Other Information

None.

                                       18
<PAGE>

Item 6.     Exhibits

       Exhibit 11 - Statement regarding Computation of Earnings  per  Share (see
       Note 4 to the Consolidated  Financial  Statements  included  elsewhere in
       this Report)

       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

                                       19
<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: August 4, 2008
                                     /s/Richard W. Lucas
                                     -------------------
                                     Richard W. Lucas
                                     Chief Financial Officer

                                     (Principal Financial and Accounting Officer
                                     and Duly Authorized Officer)

                                       20
<PAGE>

                                    KSW, INC.

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit Number                          Description
--------------                          -----------
<S>         <C>
 11         Statement Regarding Computation of Earnings per Share (see Note 4 to
            the  Consolidated  Financial Statements included  elsewhere in  this
            Report)

 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. [SEC]1350

 32.2       Certification of Chief Financial Officer required by Rule 13a-14 (b)
            and 18 U.S.C. [SEC]1350
</TABLE>

                                       21