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, 2004

                                       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 14, 2004
                  -----                                   ------------
         Common stock, $.01 par value                     5,470,311


<PAGE>
                                    KSW, INC.
                          QUARTERLY REPORT ON FORM 10-Q
                          QUARTER ENDED MARCH 31, 2004
                          ----------------------------

                                TABLE OF CONTENTS                       Page No.
_____________________________________________________________________
PART 1   FINANCIAL INFORMATION

Item 1.  Financial Statements

                  Consolidated Balance Sheets -                              3
                  March 31, 2004 and December 31, 2003

                  Consolidated Statements of Operations -                    4
                  Three months ended March 31, 2004
                  and 2003

                  Consolidated Statements of Comprehensive Loss  -
                  Three months ended March 31, 2004 and 2003                 5

                  Consolidated Statements of Cash Flows
                  Three months ended March 31, 2004 and 2003                 6

                  Notes to Consolidated Financial Statements                 7


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

Item 3.           Quantitative and Qualitative Disclosures About            12
                  Market Risk

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

Item 1            Legal Proceedings                                         13
Item 2            Changes in Securities, Use of Proceeds and
                    Issuer Purchase of Equity Securities                    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 and Reports on Form 8-K                          14
_____________________________________________________________________
SIGNATURE                                                                   15

INDEX TO EXHIBITS                                                           16



                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

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

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

<TABLE>
<CAPTION>
                                                                              December 31,
                                                     March 31, 2004              2003
                                                     ------------             ------------
ASSETS                                                (unaudited)
------
<S>                                               <C>                        <C>
Current assets:
   Cash                                              $     2,439                $   3,156
   Marketable securities                                     638                      621
   Accounts receivable, less allowance
     for doubtful accounts of $200 at
     3/31/04 and 12/31/03                                  5,909                    6,303

   Retainage receivable                                    1,481                    2,159
   Costs and estimated earnings in excess of
     billings on uncompleted contracts                       182                      622

   Prepaid expenses and other receivables                    170                      420
                                                     ------------             ------------
      Total current assets                                10,819                   13,281

Property and equipment, net of accumulated
   depreciation and amortization of $ 1,857 and $ 1,840
   at 3/31/04 and 12/31/03,  respectively                    129                      146
Accounts receivable                                        1,937                    1,937
Deferred income taxes and other                            1,470                    1,470
                                                     ------------             ------------
   Total assets                                         $ 14,355                  $16,834
                                                     ============             ============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
   Accounts payable                                    $   4,147                $   4,978
   Retainage payable                                         741                    1,141
   Accrued payroll and benefits                              428                      477
   Accrued expenses                                          104                      182
   Billings in excess of costs and estimated
    earnings on uncompleted contracts                      1,530                    2,007
                                                     ------------             ------------
        Total current liabilities                          6,950                    8,785
                                                     ------------             ------------

Commitments and contingencies

Stockholders' equity:
   Preferred stock, 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 3/31/04 and 12/31/03                  54                       54
   Additional paid-in capital                              9,729                    9,729
   Accumulated deficit                                    (2,422)                  (1,778)
   Accumulated other comprehensive gain :
      Net unrealized holding gain on available
        for sale securities                                   44                       44
                                                     ------------             ------------
       Total stockholders' equity                          7,405                    8,049
                                                     ------------             ------------
   Total liabilities and stockholders' equity         $   14,355                $  16,834
                                                     ============             ============

</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, 2004   Ended March 31, 2003
                                     --------------------   --------------------
                                                                  (RESTATED)

<S>                                   <C>                    <C>
Revenues                                        $6,431               $6,141
Cost of revenues                                 5,924                5,704
                                               --------             --------

 Gross profit                                      507                  437

Selling, general and administrative
     expenses                                    1,167                  468
                                               --------             --------

  Operating loss                                  (660)                 (31)
                                               --------             --------

Other income (expense):
Interest income, net                                 -                    1
Gain (loss) on sale of marketable
securities                                          17                  (23)
                                               --------             --------
 Total other income (expense)                       17                  (22)
                                               --------             --------

 Loss before provision for income taxes
                                                  (643)                 (53)

Provision for income taxes                           1                    5
                                               --------             --------

Net loss                                        $ (644)              $  (58)
                                               ========             ========

Loss per common share:
Basic                                           $ (.12)              $ (.01)


Diluted                                         $ (.12)              $ (.01)

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 LOSS
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                   Three Months          Three Months
                                               Ended March 31, 2004   Ended March 31, 2003
                                               --------------------   --------------------

<S>                                            <C>                    <C>
           Net loss                                  $ (644)                $  (58)
                                                     -------                -------

      Other comprehensive income
          before tax:
      Unrealized holding gains
      (losses) arising during the period                 17                    (11)


      Less: reclassification adjustment for
       (income) losses included in net loss             (17)                    23
                                                     -------                -------

      Other comprehensive income
          before tax                                      -                     12
      Income tax related to items of
         other comprehensive income                       -                      5
                                                     -------                -------

      Other comprehensive income,
          net of tax                                      -                      7
                                                     -------                -------

      Total comprehensive loss                       $ (644)                $  (51)
                                                     =======                =======

</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 31,2004      Ended March 31, 2003
                                                    -------------------      --------------------
<S>                                                <C>                        <C>
Cash flows from operating activities:
   Net loss                                                $ (644)                 $  (58)
Adjustments to reconcile net loss  to cash
used in operating activities:
     Depreciation and amortization                             17                      23
     Deferred income taxes                                      -                      (4)
    Realized (gain) loss on sale of
    marketable securities                                     (17)                     23

Changes in operating assets and liabilities:
     Accounts receivable                                      394                   1,389
     Settlement receivable                                      -                    (850)
     Retainage receivable                                     678                     (52)

     Costs and estimated earnings in excess
       of billings on uncompleted contracts                   440                    (370)
     Prepaid expenses and other receivables                   250                     224
     Accounts payable                                        (831)                 (1,969)
     Retainage payable                                       (400)                    300
     Accrued payroll and related benefits                     (49)                     96
     Accrued expenses                                         (78)                    140
     Billings in excess of costs and estimated
       earnings on uncompleted contracts                     (477)                   (132)
                                                           -------                 -------

Net cash used in operating activities                        (717)                 (1,240)
                                                           -------                 -------

Cash flows from investing activities:
   Purchase of property and equipment                           -                      (5)
   Proceeds from sale of marketable securities                160                      82
   Purchase of marketable securities                         (160)                    (84)
                                                           -------                 -------

Net cash used in investing activities                           -                      (7)
                                                           -------                 -------


Cash flows from financing activities:
    Increase in loan payable                                    -                     677
                                                           -------                 -------

Net cash provided by  financing activities                      -                     677
                                                           -------                 -------

Net decrease in cash                                         (717)                   (570)

Cash, beginning of period                                   3,156                   2,516
                                                           -------                 -------
Cash, end of period                                        $2,439                  $1,946
                                                           =======                 =======

Supplemental disclosure of cash flow
     information
Cash paid during the period for:
     Interest                                              $    4                  $   12
     Income taxes                                          $    6                  $   11

</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 processes 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, 2003.

At the end of January 2004, the Company's management identified and determined
that reported revenues and costs of revenues during the year ended 2002 and the
nine months ended September 30, 2003, including their respective interim
periods, were materially overstated. This overstatement was a result of an
accounting error attributable to the failure to eliminate certain intra-company
accounts as disclosed by the Company on February 2, 2004, in a press release, a
copy of which was attached as an exhibit to the Current Report on Form 8-K of
the same date. This overstatement did not change previously reported gross
profit, operating income, net income (loss) or earning (loss) per share for the
affected periods. The Company's previously issued statements of operations for
the year ended 2002 and nine months ended September 30, 2003, including for
their respective interim periods, should not be relied upon as to the revenues
and costs of revenues reported in such statements as a result of these
accounting errors. The Form 10-K for 2003 and the Form 10-K/A for 2002 restated
the amounts to correct the accounting error. The amounts for the quarter ended
March 31, 2003 included in this Form 10-Q have been restated to reflect the
correction of the accounting error.

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, 2004 and December 31, 2003,
and the results of operations, comprehensive loss and cash flows for three month
periods ended March 31, 2004 and 2003. 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.


                                       7
<PAGE>
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, 2003. The Company has made no significant changes to these policies
during 2004.

3.       Contingencies  -  Legal
         -----------------------


     a.   Co-op City. In February 1999, the Company sued the general contractor
          and the general contractor's bonding company in New York State Supreme
          Court, Queens County to recover its contract balance and unpaid
          proposals in the sum of $5,770,919. Included in that sum is a claim
          for unanticipated costs incurred through 1998 in the sum of
          $3,662,734, which amount has 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 has asserted counterclaims totaling
          $6,269,000, which the Company believes lack merit. While the Company
          and its counsel believe its lawsuit has merit, there is no guaranty of
          a favorable outcome. This case was tried for 32 days and adjourned by
          the Court to September 2004 for further trial proceedings. The
          financial statements at March 31, 2004 and December 31, 2003, include
          accounts receivable of approximately $1,937,000 related to this
          project.

     b.   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>
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, 2004 increased by 4.7% or
$ 290,000 to $6,431,000, as compared to $ 6,141,000 (restated) for the quarter
ended March 31, 2003. As of March 31, 2004, the Company had a backlog of
approximately $ 16,400,000 as compared to approximately $ 20,300,000 (restated)
as of March 31, 2003. Since March 31, 2004, the Company has accumulated
approximately $ 21,500,000 of new work. The Company is actively seeking new
projects to add to its backlog.

Cost of Revenues

Cost of revenues for the quarter ended March 31, 2004 increased by $ 220,000 or
3.9% to $ 5,924,000, as compared to $ 5,704,000 (restated) for the quarter ended
March 31, 2003, which corresponds to the change in revenues noted above.

Gross Profit

Gross profit for the quarter ended March 31, 2004 was $ 507,000 or 7.9% of
revenues, as compared to a gross profit of $ 437,000 or 7.1% of revenues
(restated) for the quarter ended March 31, 2003. A large portion of the gross
profit earned during the first quarter of 2003, was attributed to trade
management contracts which historically have a lower gross profit than the
Company's typical mechanical trade contract.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ("SG&A") for the quarter ended
March 31, 2004, increased by $ 699,000 or 149.4%, to $ 1,167,000, as compared to
$ 468,000 for the quarter ended March 31, 2003. The 2003 SG&A was reduced by a
settlement the Company reached in its legal action against Stroock & Stroock &
Lavan, LLP. whereby Stroock agreed to pay the Company $ 850,000 and dismiss its
claim for payment of additional legal fees. SG&A for the quarter ending March
31, 2003 was also reduced by the Company's ability to utilize a portion of its
office staff on its trade management contracts. These trade management contracts
were substantially complete during the fourth quarter of 2003, resulting in an
increase of costs carried in SG&A during the quarter ended March 31, 2004.

Other Income (Expenses)

Other income for the quarter ended March 31, 2004, was $ 17,000, as compared to
other expenses of $ 22,000 for the quarter ended March 31, 2003. This increase
was largely due to realized gains on the sale of marketable securities included
in the Company's managed stock funds for the quarter ended March 31, 2004,
compared to losses on such sales for the quarter ended March 31, 2003.

Provision for Taxes

The tax provision for the three months ended March 31, 2004 was $1,000, as
compared to a tax provision of $ 5,000 for the three months ended March 31,
2003. The provision for both periods differs from the Company's effective income
tax rate primarily due to a deferred income tax valuation allowance against the
tax benefit applicable to current period losses. In addition, the tax rates in
both periods were affected by certain state and local taxes which are based on
net worth.


                                       9
<PAGE>
Net loss

As a result of all the items mentioned above, the Company incurred a net loss of
$644,000 for the quarter ended March 31, 2004, as compared to a net loss of
$ 58,000 for the quarter ended March 31, 2003.


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.

As of March 31, 2004, total cash was $ 2,439,000 a $493,000 increase over the
$1,946,000 reported as of March 31, 2003. At March 31, 2004 and 2003, the
Company had outstanding borrowings totaling $0 and $ 1,064,000, respectively,
against its line of credit facility described below.

Cash used in operations

Net cash used in operations was $ 717,000 and $ 1,240,000 for the quarters ended
March 31, 2004 and 2003, respectively.

The cash used in operations for the quarters ended March 31, 2004 and 2003 was
largely a result of operating losses incurred during the periods as well as
reductions in accounts and retainage payable in excess of reductions in accounts
and retainage receivable. The Company's backlog at March 31, 2004 was
approximately $16,400,000 as compared to approximately $20,300,000 (restated) at
March 31, 2003. The Company is actively seeking new contracts of shorter
duration where labor and materials costs can be more easily controlled. The
Company believes its current cash resources are adequate to fund a moderate
decrease in revenue volume in the near future. However, the Company's capital
resources may not be sufficient to sustain a substantial revenue decrease unless
overhead costs are proportionally reduced.

Cash used in investing activities

Net cash used in investing activities was $0 and $7,000 during the quarters
ended March 31, 2004 and 2003, respectively.


                                       10
<PAGE>
The Company received proceeds on the sale of marketable securities of $160,000
and $82,000 during the quarters ended March 31, 2004 and 2003, respectively. The
Company purchased marketable securities of $160,000 and $84,000 during the
quarters ended March 31, 2004 and 2003, respectively. In addition, the Company
purchased property and equipment totaling $5,000 during the quarter ended March
31, 2003.

Cash provided by financing activities

No net cash was provided by financing activities for the quarter ended March 31,
2004, as the Company did not utilize its line of credit facility during the
quarter. Net cash provided by financing activities was $ 677,000 for the quarter
ended March 31, 2003 as a result of the Company utilizing its line of credit
during the quarter.

The Company currently has a $2,000,000 line of credit with Merrill Lynch, which
expires on June 30, 2004. The line of credit calls for borrowing at 3% over the
30-Day Dealer Commercial Paper Rate (4.02 % at March 31, 2004). At March 31,
2004 the Company had no outstanding borrowings against the facility. If this
facility is not renewed or replaced, the loss of this facility would have a
material adverse effect on the Company's ability to take on new projects. The
Company is actively seeking renewal of its credit facility and has contacted
other credit providers to explore alternative facilities.

Short-term funding of project costs could be impaired by a decrease in revenue
or the failure for the lender to renew this line of credit agreement. The
Company believes its current cash resources are adequate to fund its operating
requirements in the near future. However, the Company's capital resources may
not be sufficient to sustain a substantial increase in revenue growth or
substantial decline in revenue unless overhead costs are proportionally reduced.
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, subject to bidding by third parties which is an
undeterminable amount. Management believes that all contingent liabilities will
be satisfied by performance on the specific bonded contracts involved.

The Company's current bonding limits are also 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,
2004, approximately $10,900,000 of the Company's backlog of $16,400,000 require
bonds.


                                       11
<PAGE>
While the Company has a long standing relationship with its surety, the surety
provides bonding solely at its discretion, and the arrangement with the surety
is an at-will arrangement subject to termination. If this surety was unwilling
to provide bonds in the future, the Company would seek an alternate surety. If
the Company was 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.


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:
ability to obtain bonding, ability to retain senior management, low labor
productivity and shortages of skilled labor, recent federal government tariff
increases on foreign steel imports, economic downturn, reliance on certain
customers, competition, inflation, the adverse effect of the attack of September
11, 2001 on public budgets and insurance costs, the availability 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,
2003. 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.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         ----------------------------------------------------------

The Company does not utilize futures, options or other derivative instruments.
As of March 31, 2004, the Company has invested $ 638,000 in managed stock funds
selected by Merrill Lynch.


                                       12
<PAGE>
The Company's market risk exposure with respect to financial instruments depends
upon changes in the "30-Day Dealer Commercial Paper Rate" which at March 31,
2004 was 1.02%. The Company may borrow up to $2,000,000 under its credit
facility. Amounts outstanding under the credit facility bear interest at 3% over
the 30-day dealer commercial paper rate (4.02% at March 31, 2004). The Company
currently does not use interest rate derivative instruments to manage exposure
to interest rate changes. There were no outstanding borrowings against this
facility at March 31, 2004.

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

At the end of January 2004, the Company's management identified material
overstatements of reported revenues and costs of revenues with respect to the
year ended December 31, 2002, as well as in each of the quarterly periods ended
March 31, 2003, June 30, 2003 and September 30, 2003. As disclosed in a press
release and a Form 8-K furnished to the SEC on February 2, 2004, these
overstatements resulted from an accounting error attributable to the Company's
failure to eliminate certain intra-company accounts. Reported gross profit,
operating income (loss), net income (loss), and earning (loss) per share for the
periods, however, were unaffected. Management has analyzed and, with the
oversight of its Audit Committee, has corrected the Company's financial
reporting system. The Company's financial reporting system has been changed to
better monitor and track these eliminations, which were the cause of the
overstatement. As a result of the accounting error, the Company has restated its
financial statements in an amendment to its Annual Report on Form 10-K for the
year ended December 31, 2002, and the Annual Report on Form 10-K for the year
ended December 31, 2003.

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, 2004. 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, 2004. Except as described above, 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, 2004, that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.


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

Item 1.   Legal Proceedings

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


                                       13
<PAGE>
Item 2.   Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
Securities.

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 and Reports on Form 8-K

(a)    Exhibits:

       Exhibit 11 -     Statement regarding Computation of 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 (furnished
                        herewith).

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


(b)     Reports on Form 8-K:

        Current report on Form 8-K, dated February 2, 2004 announcing under Item
        12, its intent to restate previously reported revenues and cost of
        revenues (but not gross profit, operating income, net income (loss) or
        earnings (loss) per share) for the year ended 2002 and the nine months
        ended September 30, 2003, including for their respective interim
        periods.



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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 14, 2004
                                    /s/Richard W. Lucas
                                    --------------------------------------------
                                    Richard W. Lucas
                                    Chief Financial Officer

                                    (Principal Financial and Accounting Officer
                                    and Duly Authorized Officer)







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<PAGE>
                                    KSW, INC.

                                INDEX TO EXHIBITS

Exhibit
Number                              Description
------                              -----------

11      Statement Regarding Computation of 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 (furnished herewith)

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





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