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 THESECURITIES EXCHANGE ACT OF
1934




For
the quarterly period ended September 30, 2009




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.
      Employerincorporation
      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   Noo




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes
o    Noo




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 Filer o                                            Accelerated
Filer o                               Non-Accelerated
Filer o     Smaller
Reporting Company x




Indicate by check mark whether the Registrant is a
shell company (as defined in Rule 12b-2 of Exchange Act).  Yes o     
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
      atClass
              November 12,
      2009Common
      stock, $.01 par value
              6,235,125







KSW, INC.


QUARTERLY
REPORT ON FORM 10-Q


QUARTER
ENDED SEPTEMBER 30, 2009




TABLE
OF CONTENTS


Page
  No.PART I
              FINANCIAL INFORMATIONItem 1.
              Financial StatementsConsolidated Balance Sheets –September 30, 2009 (unaudited) and December 31,
      2008
              3Consolidated Statements of Income –Three and nine months ended September 30, 2009 and
      2008(unaudited)
              4Consolidated Statements of Comprehensive Income
      –Three and nine months ended September 30, 2009 and
      2008(unaudited)
              5Consolidated Statement of Stockholders’ Equity
      –Nine months ended September 30, 2009
      (unaudited)
              6Consolidated Statements of Cash Flows–Nine months ended September 30, 2009 and 2008
      (unaudited)
              7Notes to Consolidated Financial
    Statements–
              8Item 2.
              Management's Discussion and Analysis ofFinancial Condition and Results of
      Operations
              14Item 3.
              Quantitative and Qualitative Disclosuresabout Market Risk
              19Item 4.
              Controls and Procedures
              19PART II
              OTHER INFORMATIONItem 1.
              Legal Proceedings
              20Item 1A.
              Risk Factors
              20Item 2.
              Unregistered Sales of Equity Securities and Use of
      Proceeds
              20Item 3.
              Defaults Upon Senior Securities
              20Item 4.
              Submission of Matters to a Vote of Security
      Holders
              20Item 5.
              Other Information
              20Item 6.
              Exhibits
              20SIGNATURE
              21INDEX TO EXHIBITS
              22


TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION




ITEM 1 – FINANCIAL
STATEMENTS




KSW, INC. AND SUBSIDIARY


CONSOLIDATED
BALANCE SHEETS


(in
thousands, except share data)





September 30,
      2009
                    
                    
                    December 31,
      2008ASSETS
                    
                    (unaudited)Current
      assets:Cash
      and cash equivalents
                    
                    $
                    15,418
                    
                    
                    $
                    16,611Marketable
      securities
                    
                    
                    1,564
                    
                    
                    
                    1,223Accounts
      receivable
                    
                    
                    14,389
                    
                    
                    
                    19,448Retainage
      receivable
                    
                    
                    7,047
                    
                    
                    
                    9,097Costs
      and estimated earnings in excess ofbillings
      on uncompleted contracts
                    
                    
                    705
                    
                    
                    
                    229Prepaid
      income taxes
                    
                    
                    301
                    
                    
                    
                    326Prepaid
      expenses and other receivables
                    
                    
                    374
                    
                    
                    
                    349Deferred
      income taxes
                    
                    
                    136
                    
                    
                    
                    299Total
      current assets
                    
                    
                    39,934
                    
                    
                    
                    47,582Property
      and equipment, net of accumulateddepreciation
      and amortization of $2,255 and $2,173at
      9/30/09 and 12/31/08, respectively
                    
                    
                    2,731
                    
                    
                    
                    2,778Deferred
      income taxes and other
                    
                    
                    125
                    
                    
                    
                    139Total
      assets
                    
                    $
                    42,790
                    
                    
                    $
                    50,499LIABILITIES AND STOCKHOLDERS'
      EQUITYCurrent
      liabilities:Current
      portion of mortgage payable
                    
                    $
                    58
                    
                    
                    $
                    58Accounts
      payable
                    
                    
                    10,130
                    
                    
                    
                    14,442Retainage
      payable
                    
                    
                    3,665
                    
                    
                    
                    4,982Accrued
      payroll and benefits
                    
                    
                    1,150
                    
                    
                    
                    1,654Accrued
      expenses
                    
                    
                    198
                    
                    
                    
                    165Billings
      in excess of costs and estimatedearnings
      on uncompleted contracts
                    
                    
                    6,265
                    
                    
                    
                    7,950Total
      current liabilities
                    
                    
                    21,466
                    
                    
                    
                    29,251Mortgage
      payable, net of current portion
                    
                    
                    1,069
                    
                    
                    
                    1,118Total
      liabilities
                    
                    
                    22,535
                    
                    
                    
                    30,369Commitments
      and contingencies (Note 8)Stockholders'
      equity:Preferred
      stock, $.01 par value, 1,000,000 sharesauthorized,
      no shares issued and outstanding
                    
                    
                    -
                    
                    
                    
                    -Common
      stock, $.01 par value, 25,000,000 sharesauthorized
      6,287,825 shares issued,6,235,125
      and 6,281,225 shares outstanding at 9/30/09and
      12/31/08, respectively
                    
                    
                    63
                    
                    
                    
                    63Additional
      paid-in capital
                    
                    
                    13,307
                    
                    
                    
                    13,293Retained
      earnings
                    
                    
                    7,192
                    
                    
                    
                    7,142Accumulated
      other comprehensive loss
                    
                    
                    (167
                    )
                    
                    
                    (352
                    )Less
      treasury stock at cost, 52,700 and 6,600shares
      at 9/30/09 and 12/31/08, respectively
                    
                    
                    (140
                    )
                    
                    
                    (16
                    )Total
      stockholders' equity
                    
                    
                    20,255
                    
                    
                    
                    20,130Total
      liabilities and stockholders' equity
                    
                    $
                    42,790
                    
                    
                    $
                    50,499




See
accompanying notes to consolidated financial statements.


3
 TABLE OF CONTENTS


KSW, INC. AND SUBSIDIARY




CONSOLIDATED
STATEMENTS OF INCOME


(in
thousands, except share and per share data)


(unaudited)





Three
      Months
                    Ended
      Sept. 30, 2009
                  
                  
                  Three
      Months
                    Ended
      Sept. 30, 2008
                  
                  
                  Nine
      Months
                    Ended
      Sept. 30, 2009
                  
                  
                  Nine
      Months
                    Ended
      Sept. 30, 2008Revenues
                  
                  $
                  13,181
                  
                  
                  $
                  25,527
                  
                  
                  $
                  49,508
                  
                  
                  $
                  68,016Cost
      of revenues
                  
                  
                  11,439
                  
                  
                  
                  21,818
                  
                  
                  
                  44,389
                  
                  
                  
                  58,828Gross
      profit
                  
                  
                  1,742
                  
                  
                  
                  3,709
                  
                  
                  
                  5,119
                  
                  
                  
                  9,188Selling,
      general and
                    administrative
      expenses
                  
                  
                  1,285
                  
                  
                  
                  1,496
                  
                  
                  
                  4,044
                  
                  
                  
                  4,147Operating
      income
                  
                  
                  457
                  
                  
                  
                  2,213
                  
                  
                  
                  1,075
                  
                  
                  
                  5,041Other
      income:Gain
      on sales of marketable securities
                  
                  
                  -
                  
                  
                  
                  14
                  
                  
                  
                  -
                  
                  
                  
                  14Foreign
      currency transaction
                  
                  
                  19
                  
                  
                  
                  -
                  
                  
                  
                  19
                  
                  
                  
                  -Interest
      expense
                  
                  
                  (17
                  )
                  
                  
                  (3
                  )
                  
                  
                  (51
                  )
                  
                  
                  (6
                  )Interest
      income
                  
                  
                  16
                  
                  
                  
                  83
                  
                  
                  
                  70
                  
                  
                  
                  292Total
      other income
                  
                  
                  18
                  
                  
                  
                  94
                  
                  
                  
                  38
                  
                  
                  
                  300Income
      before provision
                    for
      income taxes
                  
                  
                  475
                  
                  
                  
                  2,307
                  
                  
                  
                  1,113
                  
                  
                  
                  5,341Provision
      for income taxes
                  
                  
                  211
                  
                  
                  
                  986
                  
                  
                  
                  439
                  
                  
                  
                  2,106Net
      income
                  
                  $
                  264
                  
                  
                  $
                  1,321
                  
                  
                  $
                  674
                  
                  
                  $
                  3,235Earnings
      per common share:Basic
                  
                  $
                  .04
                  
                  
                  $
                  .21
                  
                  
                  $
                  .11
                  
                  
                  $
                  .52Diluted
                  
                  $
                  .04
                  
                  
                  $
                  .21
                  
                  
                  $
                  .11
                  
                  
                  $
                  .51Weighted
      average common
                    shares
      outstanding:Basic
                  
                  
                  6,235,125
                  
                  
                  
                  6,287,825
                  
                  
                  
                  6,244,654
                  
                  
                  
                  6,276,434Diluted
                  
                  
                  6,277,115
                  
                  
                  
                  6,341,282
                  
                  
                  
                  6,285,260
                  
                  
                  
                  6,333,594





See accompanying notes to consolidated financial
statements.


4
 TABLE OF CONTENTS




KSW, INC. AND SUBSIDIARY




CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME


(in
thousands)


(unaudited)





Three
      Months
                      Ended Sept. 30,
      2009
                    
                    
                    Three
      Months
                      Ended Sept. 30,
      2008
                    
                    
                    Nine
      Months
                      Ended Sept. 30,
      2009
                    
                    
                    Nine
      Months
                      Ended Sept. 30,
      2008Net
      income
                    
                    $
                    264
                    
                    
                    $
                    1,321
                    
                    
                    $
                    674
                    
                    
                    $
                    3,235Other
      comprehensive
                      income (loss) before
                      income
      tax (benefit):Unrealized
      holding gains
                      (losses)
      arising
                      during
      the period
                    
                    
                    190
                    
                    
                    
                    (237
                    )
                    
                    
                    334
                    
                    
                    
                    (344
                    )Less:
      reclassification
                      adjustment
      for gains
                      included
      in
                      net
      income
                    
                    
                    -
                    
                    
                    
                    (14
                    )
                    
                    
                    -
                    
                    
                    
                    (14
                    )Other
      comprehensive
                      income
      (loss)
                      before
      income tax
                      (benefit)
                    
                    
                    190
                    
                    
                    
                    (251
                    )
                    
                    
                    334
                    
                    
                    
                    (358
                    )Income
      tax (benefit)
                      related
      to items
                      of
      other
                      comprehensive
      income
                      (loss)
                    
                    
                    85
                    
                    
                    
                    (113
                    )
                    
                    
                    149
                    
                    
                    
                    (161
                    )Other
      comprehensive
                      income
      (loss), net of
                      income
      tax (benefit)
                    
                    
                    105
                    
                    
                    
                    (138
                    )
                    
                    
                    185
                    
                    
                    
                    (197
                    )Total
      comprehensive
                      income
                    
                    $
                    369
                    
                    
                    $
                    1,183
                    
                    
                    $
                    859
                    
                    
                    $
                    3,038




See
accompanying notes to consolidated financial statements.




5
 TABLE OF CONTENTS


KSW, INC. AND
SUBSIDIARY




CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY




NINE
MONTHS ENDED SEPTEMBER 30, 2009


(in
thousands, except share data)


(unaudited)







Common
      Stock
                
                
                Additional
                  Paid-In
                
                
                Retained
                
                
                Accumulated
                  Other
                  Comprehensive
                
                
                TreasuryShares
                
                
                Amount
                
                
                Capital
                
                
                Earnings
                
                
                Income
      (Loss)
                
                
                Stock
                
                
                TotalBalances,
      January 1, 2009
                
                
                6,287,825
                
                
                $
                63
                
                
                $
                13,293
                
                
                $
                7,142
                
                
                $
                (352
                )
                
                $
                (16
                )
                
                $
                20,130Net
      income
                
                
                -
                
                
                
                -
                
                
                
                
                
                
                
                674
                
                
                
                -
                
                
                
                -
                
                
                
                674Cash
      dividend - $.10 per share
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (624
                )
                
                
                -
                
                
                
                
                
                
                
                (624
                )Amortization
      of share-basedcompensation
                
                
                -
                
                
                
                -
                
                
                
                14
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                14Purchase
      of treasury stock
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (124
                )
                
                
                (124
                )Net
      unrealized gains on available-for-sale
      securities
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                185
                
                
                
                -
                
                
                
                185Balances,
      September  30, 2009
                
                
                6,287,825
                
                
                $
                63
                
                
                $
                13,307
                
                
                $
                7,192
                
                
                $
                (167
                )
                
                $
                (140
                )
                
                $
                20,255




See
accompanying notes to consolidated financial statements.


6
 TABLE OF CONTENTS


KSW, INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(in
thousands)


(unaudited)


Nine
      Months
                  Ended Sept. 30, 2009
                
                
                Nine
      Months
                  Ended Sept. 30, 2008Cash
      flows from operating activities:
                  Net
      income
                
                $
                674
                
                
                $
                3,235Adjustments
      to reconcile net income to cash (used in)
                  provided
      by operating activities:
                  Depreciation
      and amortization
                
                
                129
                
                
                
                63Deferred
      income taxes
                
                
                25
                
                
                
                194Tax
      benefits from exercise of stock options
                
                
                -
                
                
                
                (
      62
                )Gain
      on sale of fixed asset
                
                
                -
                
                
                
                (3
                )Gain
      on sale of marketable securities
                
                
                -
                
                
                
                (14
                )Stock-based
      compensation expense related
                  to
      stock option plan
                
                
                14
                
                
                
                21Changes
      in operating assets and liabilities:
                  Accounts
      receivable
                
                
                5,059
                
                
                
                (5,995
                )Retainage
      receivable
                
                
                2,050
                
                
                
                (2,550
                )Costs
      and estimated earnings in excess
                  of
      billings on uncompleted contracts
                
                
                (476
                )
                
                
                213Prepaid
      income taxes
                
                
                25
                
                
                
                (92
                )Prepaid
      expenses and other receivables
                
                
                (25
                )
                
                
                (113
                )Other
                
                
                -
                
                
                
                (20
                )Accounts
      payable
                
                
                (4,312
                )
                
                
                2,977Retainage
      payable
                
                
                (1,317
                )
                
                
                1,574Accrued
      payroll and benefits
                
                
                (504
                )
                
                
                383Accrued
      expenses
                
                
                33
                
                
                
                66Billings
      in excess of costs and estimated
                  earnings
      on uncompleted contracts
                
                
                (1,685
                )
                
                
                2,529Income
      taxes payable
                
                
                -
                
                
                
                (5
                )Net
      cash (used in) provided by operating activities
                
                
                (310
                )
                
                
                2,401Cash
      flows from investing activities:
                  Purchases
      of property and equipment
                
                
                (79
                )
                
                
                (108
                )Proceeds
      from sale of marketable securities
                
                
                -
                
                
                
                18Proceeds
      from sale of property and equipment
                
                
                -
                
                
                
                11Purchases
      of marketable securities
                
                
                (7
                )
                
                
                (31
                )Net
      cash used in investing activities
                
                
                (86
                )
                
                
                (110
                )Cash
      flows from financing activities:
                  Proceeds
      from exercise of employee stock option plan
                
                
                -
                
                
                
                68Dividends
      paid
                
                
                (624
                )
                
                
                (1,258
                )Repayment
      of mortgage payable
                
                
                (49
                )
                
                
                -Purchase
      of treasury stock
                
                
                (124
                )
                
                
                -Tax
      benefits from exercise of stock options
                
                
                -
                
                
                
                62Net
      cash used in financing activities
                
                
                (797
                )
                
                
                (1,128
                )Net
      (decrease) increase in cash and cash equivalents
                
                
                (1,193
                )
                
                
                1,163Cash
      and cash equivalents, beginning of period
                
                
                16,611
                
                
                
                16,232Cash
      and cash equivalents, end of period
                
                $
                15,418
                
                
                $
                17,395Supplemental
      disclosure of cash flow information:Cash
      paid during the period for:Interest
                
                $
                51
                
                
                $
                6Income
      taxes
                
                $
                382
                
                
                $
                2,046




See
accompanying notes to consolidated financial statements.




7
 TABLE OF CONTENTS





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 considers itself to operate as
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 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, 2008.




In
the opinion of management, the accompanying unaudited consolidated financial
statements include all adjustments of normal recurring nature necessary for a
fair presentation of the consolidated financial position of the Company as of
September 30, 2009, its results of operations and comprehensive income for the
three and nine month periods ended September 30, 2009 and 2008 and its cash
flows for the nine month periods ended September 30, 2009 and
2008.  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 ending December 31,
2009.




2.
            Significant
      Accounting Policies




The
significant accounting policies followed by the Company in preparing its
consolidated financial statements are set forth in Note 2 to the consolidated
financial statements included in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2008.  The Company has made no
significant changes to these policies during 2009.




The
Company follows accounting standards set by the Financial Accounting Standards
Board, commonly referred to as the “FASB.”  The FASB sets generally
accepted accounting principles (GAAP) that the Company follows to ensure
consistent reporting of financial condition, results of operations, and cash
flows.  References to GAAP issued by the FASB in these footnotes
include references to the FASB Accounting Standards CodificationTM
sometimes referred to as the Codification or ASC.  The FASB finalized
the Codification effective for periods ending on or after September 15,
2009.  Prior FASB standards are no longer being issued by the
FASB.




8
 TABLE OF CONTENTS




In December 2007, the Financial
Accounting Standards Board (“FASB”) issued Statement of Financial
Accounting Standards (“SFAS”) No. 141 (revised 2007), “Business Combinations”,
which is now a subtopic within FASB ASC 805 “Business Combinations”. FASB ASC
805-10 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.  It is
effective for fiscal years beginning on or after December 15, 2008 and only
impacts the accounting for acquisitions that are made after
adoption.  The adoption of FASB ASC 805-10 did not have an effect on
the Company’s consolidated financial position or results of
operations.




In December 2007, the FASB issued
SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements –
an Amendment of ARB No. 51”, which is now a subtopic within FASB ASC 810-10
“Consolidation”.  FASB ASC 810-10 is effective for fiscal years
beginning on or after December 15, 2008, with earlier adoption
prohibited.  FASB ASC 810-10 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 consolidation
procedures for consistency with the requirements of FASB ASC
805.  FASB ASC 810-10 also includes expanded disclosure requirements
regarding the interests of the parent and its noncontrolling
interest.  The adoption of FASB ASC 810-10 did not have an effect on
the Company’s consolidated financial position or results of
operations.




In
May 2009, the FASB issued SFAS No. 165, “Subsequent Events”, which is now a
subtopic within FASB ASC 855 “Subsequent Events”.  It is intended to
establish general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued.  It requires the disclosure of the date
through which an entity has evaluated subsequent events and the basis for that
date, that is whether that date represents the date the financial statement were
issued or were available to be issued.  It is effective for interim or
annual financial periods after June 15, 2009.  Management has
evaluated events and transactions through November 12, 2009, the date the
financial statements were issued and filed with the Security and Exchange
Commission.  No events or transactions have occurred subsequent to
September 30, 2009 through November 12, 2009 that would have a material impact
on the financial statements as of September 30, 2009.




3.
            Fair
      Value of Financial
Instruments




The
following disclosures of estimated fair value were determined by management,
using available market information and appropriate valuation
methodologies.  Considerable judgment is necessary to interpret market
data and develop estimated fair values. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts the Company could realize
on disposition of the financial instruments.  The use of different
market assumptions and/or estimation methodologies may have a material effect on
the estimated fair value amounts.




9
 TABLE OF CONTENTS




Cash
equivalents, marketable securities, receivables, payables and other amounts
arising out of normal contract activities, including retentions, which may be
settled beyond one year, reasonably approximate their fair values.




The
fair value of the Company’s mortgage payable, which is not traded in the market,
is estimated by considering the Company’s credit rating, current rates available
to the Company for debt of the same remaining maturity and the terms of the
debt.




Disclosure
about fair value of financial instruments is based on pertinent information
available to management as of September 30, 2009.




4.
            Marketable
      Securities




FASB
ASC 820-10, “Fair Value Measurements”, established a broad three level fair
value hierarchy that prioritizes observable and unobservable inputs which are
used to measure fair value.




The
Company values mutual funds and marketable equity securities using market prices
on active markets, which is Level 1 of the FASB ASC 820-10 fair value
hierarchy.  Level 1 instrument valuations are obtained from real-time
quotes for transactions in active exchange markets involving identical
assets.




Financial
assets carried at fair value at September 30, 2009 are classified in the table
below in one of three broad categories.




Level
1
                  
                  
                  Level
2
                  
                  
                  Level
3
                  
                  
                  TotalMutual
      funds and marketable
                    equity
      securities
                  
                  $
                  1,564,000
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  1,564,000




5.
            Construction
      Joint Venture




During
the third quarter of 2009, a joint venture in which the Company has a 50 percent
ownership interest, was awarded a $46 million contract for the construction of a
chiller plant at the World Trade Center site.  The agreement provides
that each partner will share equally any gains or losses resulting from the
project.  If the other partner is unable to perform its work, the
Company would be fully liable to do so under the joint venture’s contract with
the Port Authority of New York and New Jersey.  The Company and its
partner are also jointly and severally liable to the bonding company that issued
the payment and performance bond for the joint venture.  Circumstances
that could lead to a loss under the joint venture agreement beyond the Company’s
stated ownership interest include  the other partner’s inability to
contribute additional funds to the venture in the event the project incurs a
loss, or additional costs that the Company could incur should the partner fail
to provide the services and resources toward project completion that it
committed to in the joint venture agreement, or if the partner failed to pay its
subcontractors and suppliers.




The
Company accounts for its share of the operations of the construction joint
venture on a pro rata basis in the consolidated statements of income and as a
single line item in future consolidated balance sheets entitled “Advances to and
Equity in Joint Venture”.




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6.
            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. At September 30, 2009 and 2008 there were 145,501
outstanding exercisable options, which were previously issued under the 1995
plan, expiring on various dates through 2015.




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
previously 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. On May 7, 2009,
the Company issued to a Company director options to purchase 20,000 shares of
the Company’s common stock at an exercise price of $2.61 per
share.  At September 30, 2009, there were 40,000 options outstanding
of which 13,333 were vested under the 2007 plan.




In
addition, during the three and nine months ended September 30, 2009, the Company
incurred compensation expense related to the vesting of stock options totaling
approximately $5,000 and $14,000, respectively.  There were no stock
options exercised during the three and nine months ended September 30,
2009.




During
the three and nine months ended September 30, 2008, the Company incurred
compensation expense related to the vesting of stock options totaling
approximately $4,000 and $21,000, respectively.  There were no stock
options exercised during the quarter ended September 30, 2008.  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.




As
of September 30, 2009, there is approximately $35,000 of unrecognized
compensation expense related to unvested stock-based compensation
awards.  That cost is expected to be recognized over the next 2.6
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 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




11
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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 nine months ended September 30, 2009 was as
follows:




Number
                of
    Shares
              
              
              Weighted
      Average
                Exercise
      Price
              
              
              Weighted
      Average Remaining Contractual
                Term in
      Years
              
              
              Aggregate
                IntrinsicValueOutstanding
      at January 1, 2009
              
              
              165,501
              
              
              $
              2.23Expired/canceled
              
              
              -
              
              
              
              -Granted
              
              
              20,000
              
              
              $
              2.61Exercised
              
              
              -
              
              
              
              -Outstanding
      at Sept. 30, 2009
              
              
              185,501
              
              
              $
              2.27
              
              
              
              3.3
              
              
              $
              392,000Exercisable
      at Sept. 30, 2009
              
              
              158,834
              
              
              $
              2.03
              
              
              
              2.3
              
              
              $
              289,000




Cash
proceeds, tax benefits and intrinsic value related to total stock options
exercised during the three and nine months ended September 30, 2009 and 2008 are
as follows:




ThreeMonthsEndedSept.
      30, 2009
                    
                    
                    Three
      MonthsEndedSept.
      30, 2008
                    
                    
                    Nine Months Ended
                      Sept. 30,
      2009
                    
                    
                    Nine Months Ended
                      Sept. 30,
      2008Proceeds
      from stock options exercised
                    
                    $
                    -
                    
                    
                    
                    
                    
                    $
                    -
                    
                    
                    $
                    68,000Tax
      benefits related to stock options exercised
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    62,000Intrinsic
      value of stock options exercised
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    201,000




(B)           Dividend




On
June 2, 2009, the Company’s Board of Directors declared a cash dividend of $.10
per share.  The aggregate amount of the dividend was $624,000, and was
paid on July 17, 2009 to stockholders of record as of June 29,
2009.




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 stockholders of record as of May 26,
2008.




(C)           Treasury
Stock




During
December 2008, the Company’s Board of Directors authorized the purchase, through
June 2009 of up to $1,000,000 of the Company’s common stock on the open
market.  During the period of this repurchase program, the Company
purchased 52,700 shares of common stock at a cost of $140,000.




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7.
            Earnings
      per Share




Three
      Months Ended
                Sept. 30,
      2009
              
              
              Three
      Months Ended
                Sept. 30,
      2008
              
              
              Nine
      Months Ended
                Sept. 30,
      2009
              
              
              Nine
      Months Ended
                Sept. 30,
      2008Net
      income
              
              $
              264,000
              
              
              $
              1,321,000
              
              
              $
              674,000
              
              
              $
              3,235,000Earnings per share –
      basic:
                Weighted
      average shares
                outstanding
      during the period
              
              
              6,235,125
              
              
              
              6,287,825
              
              
              
              6,244,654
              
              
              
              6,276,434Earnings
      per share - basic
              
              $
              .04
              
              
              $
              .21
              
              
              $
              .11
              
              
              $
              .52Earnings  per share
      – diluted:
                Weighted
      average shares
                outstanding
      during the period
              
              
              6,235,125
              
              
              
              6,287,825
              
              
              
              6,244,654
              
              
              
              6,276,434Effect
      of stock option dilution
              
              
              41,990
              
              
              
              53,457
              
              
              
              40,606
              
              
              
              57,160Total
      shares outstanding for
                purposes
      of calculating diluted
                earnings
      per share
              
              
              6,277,115
              
              
              
              6,341,282
              
              
              
              6,285,260
              
              
              
              6,333,594Earnings  per
      share – diluted
              
              $
              .04
              
              
              $
              .21
              
              
              $
              .11
              
              
              $
              .51




For
the three months ended September 30, 2009 and 2008, 143,511 and 112,044
potentially dilutive securities, respectively, have been excluded from the
calculation of net income per share since the effects of such potentially
dilutive securities would be anti-dilutive.




For
the nine months ended September 30, 2009 and 2008, 144,895 and 108,341
potentially dilutive securities, respectively, have been excluded from the
calculation of net income per share since the effects of such potentially
dilutive securities would be anti-dilutive.




8.
            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.




9.
            Recently
      Issued Accounting
Pronouncements




In
June 2009, the FASB issued SFAS No. 166 “The Accounting for Transfers of




13
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Financial
Assets – an Amendment of FASB Statement 140”, currently included in FASB ASC
860, which clarifies circumstances under which a transferor has surrendered
control and, thus, should remove the asset together with any related liabilities
from its balance sheet.  It is effective for the Company beginning on
January 1, 2010.  Management does not expect the adoption to have a
material effect on the Company’s consolidated financial statements and related
disclosures.




In
June 2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No.
46 (R)”, currently included in FASB ASC 810, which modifies the analysis
required to identify controlling financial interest in variable interest
entities.  It is effective for the Company beginning on January 1,
2010.  Management does not expect the adoption to have a material
effect on the Company’s consolidated financial statements and related
disclosures.




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




Results
of Operations




Revenues




Total
revenues for the quarter ended September 30, 2009 decreased by $12,346,000, or
(48.4)% to $13,181,000, as compared to $25,527,000 for the quarter ended
September 30, 2008.  Total revenues for the nine months ended
September 30, 2009 decreased by $18,508,000, or (27.2)%, to $49,508,000, as
compared to $68,016,000 for the nine months ended September 30,
2008.  This decrease was a result of the economic recession and credit
crisis which led to the cancellation of several projects this past
December.




As
of September 30, 2009, the Company had backlog of approximately
$134,300,000.




Approximately
$119,600,000 of the September 30, 2009 backlog is not reasonably expected to be
completed within the year ending December 31, 2009.  New contracts
secured during 2009 may also increase 2009 revenues.  The amount of
backlog not reasonably expected to be completed in the year ending December 2009
is subject to various uncertainties and risks.  The Company is
actively seeking new projects to add to its backlog.  The economic
recession has impacted the number of available private projects that the Company
may pursue.  Therefore, the Company is aggressively pursuing
opportunities in the public sector, where the Company has been successful in the
past.  During the third quarter of 2009, the Company received awards
of contracts for chiller plants at the new World Trade Center (awarded to the
Company’s joint venture discussed under Note 5 to the accompanying consolidated
financial statements) and at the Brookhaven National Laboratory.




Cost
of Revenues




Cost
of revenues for the quarter ended September 30, 2009 decreased by $10,379,000,
or (47.6)%, to $11,439,000, as compared to $21,818,000 for the quarter ended
September 30, 2008.  Cost of revenues for the nine months ended
September 30, 2009 decreased by $14,439,000, or (24.5)%, to $44,389,000, as
compared to $58,828,000 for the nine




14
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months
ended September 30, 2008.  The decreases in cost of revenues for the
quarter and nine months ended September 30, 2009, as compared to the same
periods in 2008, were primarily associated with the decreased
revenues.




Gross
Profit




Gross
profit for the quarter ended September 30, 2009, was $1,742,000, or 13.2% of
revenues, as compared to gross profit of $3,709,000, or 14.5% of revenues, for
the quarter ended September 30, 2008.




Gross
profit for the nine months ended September 30, 2009 was $5,119,000, or 10.3% of
revenues, as compared to gross profit of $9,188,000, or 13.5% of revenues, for
the nine months ended September 30, 2008.




The
decrease in gross profit for the quarter and nine months ended September 30,
2009, as compared to the same periods in 2008, was primarily a result of lower
revenues, as well as higher than anticipated costs incurred on several
projects.  The Company has submitted claims on some of these projects
to recoup some of these unanticipated costs.  In accordance with
accounting principles generally accepted in the United States of America for the
construction industry, the Company does not record any income from claims until
the claims have been received or awarded. While there is no assurance that these
costs will be reimbursed, the Company believes its claims are
meritorious.




Selling,
General and Administrative Expenses




Selling,
general and administrative expenses (“SG&A”) for the quarter ended September
30, 2009 decreased by $211,000, or (14.1)%, to $1,285,000, as compared to
$1,496,000 for the quarter ended September 30, 2008.  SG&A for the
nine months ended September 30, 2009 decreased by $103,000 or (2.5)%, to
$4,044,000, as compared to $4,147,000 for the nine months ended September 30,
2008.




The
decrease in SG&A for the three and nine months ended September 30, 2009, as
compared to the nine months ended September 30, 2008, was primarily related to
decreases in employment and office costs.




Other
Income




Other
income for the quarter ended September 30, 2009 was $18,000, as compared to
$94,000 for the quarter ended September 30, 2008.  Other income for
the nine months ended September 30, 2009 was $38,000, as compared to $300,000
for the nine months ended September 30, 2008.  The decreases in other
income for the quarter and nine months ended September 30, 2009, as compared to
the same periods in 2008, were primarily due to a reduction in the interest
rates that investments were able to earn, a foreign currency transaction gain
and an increase in interest expense related to the Company’s mortgage on its
Bronx, New York facility.




Provision
for Income Taxes




The
provision for income taxes for the quarter ended September 30, 2009 was
$211,000,




15
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as
compared to the provision for income taxes of $986,000 for the quarter ended
September 30, 2008.  The provision for income taxes for the nine
months ended September 30, 2009 was $439,000, as compared to a provision for
income taxes of $2,106,000 for the nine months ended September 30,
2008.




Net
Income




As
a result of the above mentioned items, the Company reported net income of
$264,000, or $.04 per share-basic and diluted, for the quarter ended September
30, 2009, as compared to reported net income of $1,321,000, or $.21 per
share-basic and diluted, for the quarter ended September 30, 2008.




For
the nine months ended September 30, 2009, the Company reported net income of
$674,000, or $.11 per share-basic and diluted, as compared to reported net
income of $3,235,000, or $.52 per share-basic and $.51 per share-diluted, for
the nine months ended September 30, 2008.






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 operations since July 2003.




As
of September 30, 2009, total cash and cash equivalents was $15,418,000, a
$1,977,000 decrease from the $17,395,000 reported as of September 30,
2008.




Cash
used in/ provided by operations




Net
cash used in operations was $310,000 for the nine months September 30,
2009.  Net cash provided by operations was $2,401,000 for the nine
months ended September 30, 2008.  Both periods were affected by the
timing of cash receipts received from owners and construction managers, by the
Company funding its projects as well as the payment of corporate income taxes
and executive bonuses. Cash used in operations for the nine months ended
September 30, 2009 was also affected by lower revenues which contributed to
lower cash receipts received during the period, as compared to the same period
in 2008.






Cash
used in investing activities




Net
cash used in investing activities was $86,000 and $110,000 for the nine months
ended September 30, 2009 and 2008, respectively.  The Company
purchased property




16
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and
equipment totaling $79,000 and $108,000 and marketable securities totaling
$7,000 and $31,000 during the nine months ended September 30, 2009 and 2008,
respectively.  In addition, during the nine months ended September 30,
2008, the Company received proceeds from the sale of property and equipment
totaling $11,000 and proceeds from the sale of marketable securities totaling
$18,000.




Cash
used in financing activities




Net
cash used in financing activities was $797,000 for the nine months ended
September 30, 2009, as compared to $1,128,000 for the nine months ended
September 30, 2008.




On
June 2, 2009, the Company’s Board of Directors declared a cash dividend of $.10
per share.  The aggregate amount of the dividend was $624,000 and was
paid on July 17, 2009.




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 stockholders of record as of May 26,
2008.




During the nine months ended
September 30, 2008, two executives, an employee and a director exercised options
to purchase an
aggregate of 43,501 shares contributing cash proceeds of $68,000 to the
Company.




Accounting
rules require 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 assets for such options.  For the nine months ended
September 30, 2008, $62,000 of excess tax benefits have been classified as an
operating cash outflow and a financing cash inflow.




During
the nine months ended September 30, 2009, the Company purchased 46,100 shares of
treasury stock, at a cost of $124,000, pursuant to the stock repurchase program
discussed under Note 6(C) to the accompanying consolidated financial
statements.




In
addition, the Company repaid principal payments on its mortgage payable totaling
$49,000 during the nine months ended September 30, 2009.




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, 2010, 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 (4.25% at September 30, 2009) or the London
Inter-Bank Offered Rate (“LIBOR”) plus two and one-half percent per annum (2.75%
at September 30, 2009).




17
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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 of credit,
impairment of security, bankruptcy, or the Company ceasing operations or being
unable to pay its debts.  Outstanding borrowings under the line of
credit must be paid in full at the end of the term.




Commitments




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
September 30, 2009, approximately $56,300,000 of the Company’s backlog of
$134,300,000 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, 2008.




Recently
Issued Accounting Pronouncements




See
Note 9 to the consolidated financial statements for a summary of recently issued
accounting pronouncements and their impact on the Company.




18
 TABLE OF CONTENTS




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, 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, cancellation, suspension or delay of
projects by customers, reliance on certain customers, competition, inflation,
the adverse effect of terrorist concerns and activities on public budgets and
insurance costs, the unavailability of private funds for construction, and other
various matters, many of which are beyond the Company’s control and other
factors as are described in “Part I, Item 1A.  Risk Factors” in the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2008.  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 September 30, 2009, the Company has invested
$1,564,000 in marketable securities.




ITEM 4.
            CONTROLS
      AND PROCEDURES




As of September 30, 2009, our
management, including our Chief Executive Officer and our Chief Financial
Officer, conducted an evaluation of the effectiveness of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act). Based on this assessment, management determined that, as of
September 30, 2009,
the Company’s disclosure controls and procedures were
effective.




There
have been no changes 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 quarter ended September 30, 2009, that have materially affected or are
reasonably likely to materially affect the Company’s internal control over
financial reporting.




19
 TABLE OF CONTENTS




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, 2008 Annual Report on Form
10-K.




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




None.




ITEM 3.
            DEFAULTS
      UPON SENIOR SECURITIES




None.




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




None.




ITEM 5.
            OTHER
      INFORMATION




None.




ITEM 6.
            EXHIBITS




Exhibit
10.1 – Second Amendatory Employment Agreement, dated as of September 25, 2009,
by and among KSW Mechanical Services, Inc., KSW, Inc. and Floyd
Warkol.


Exhibit
11 – Statement regarding Computation of Earnings per Share (see Note 7 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


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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:  November
12, 2009


/s/Richard
W. Lucas


Richard
W. Lucas


Chief
Financial Officer




(Principal
Financial and Accounting Officer


and
Duly Authorized Officer)




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KSW,
INC.




INDEX TO EXHIBITS




Exhibit
      Number
                  Description10.1
                  Second
      Amendatory Employment Agreement, dated as of September 25, 2009, by and
      among KSW Mechanical Services, Inc., KSW, Inc. and Floyd
      Warkol.11
                  Statement
      Regarding Computation of Earnings per Share (see Note 7 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.
      §135032.2
                  Certification
      of Chief Financial Officer required by Rule 13a-14 (b) and 18 U.S.C.
      §1350


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