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

                                   FORM 10 - Q


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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

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

                                                       OUTSTANDING
                  CLASS                                JUNE 30, 1999
         COMMON STOCK, $.01 PAR VALUE                   5,468,644
------------------------------------------------------------------------
                           THIS IS PAGE 1 OF 15 PAGES.
                        INDEX TO EXHIBITS IS ON PAGE 13.
<PAGE>
                                    KSW, INC.


                          QUARTERLY REPORT ON FORM 10-Q
                           QUARTER ENDED JUNE 30, 1999

                                TABLE OF CONTENTS

                                                                      PAGE NO.
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PART 1            FINANCIAL INFORMATION

Item 1.           Financial Statements

                  Consolidated Balance Sheet - June 30, 1999               3
                    and December 31, 1998

                  Consolidated Statements of Operation - Six months        4
                    and three months ended June 30, 1999
                    and 1998

                  Consolidated Statements of Cash Flow - Six months        5
                    ended June 30, 1999 and 1998

                  Notes to Consolidated Financial Statements               6

Item 2.           Management's Discussion and Analysis of                  7
                  Financial Condition and Results of Operation

Item 3.           Quantitative and Qualitative Disclosures About           9
                    Market Risk
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PART II           OTHER INFORMATION

Item 1            Legal Proceedings                                       10
Item 2            Changes in Securities and Use of Proceeds               10
Item 3            Defaults Upon Senior Securities                         10
Item 4            Submission of Matters to a Vote of Security Holders     10
Item 5            Other Information                                       11
Item 6            Exhibits and Reports on Form 8-K                        11
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SIGNATURES                                                                12

INDEX TO EXHIBITS                                                         13
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<PAGE>

                            KSW, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

KSW, INC. and SUBSIDIARY
Consolidated Balance Sheet
(in thousands)

ASSETS                                                      June 30, 1999    Dec. 31, 1998
Current assets:                                             -------------    -------------
<S>                                                             <C>           <C>
        Cash and cash equivalents                               $2,959        $2,404
        Accounts receivable, less allowance
           for doubtful accounts of $152 and $160 at
           June 30, 1999 and December 31,1998, respectively     10,265         9,212
        Retainage receivable                                     3,367         3,747
        Costs and estimated earnings in excess
           of billings on uncompleted contracts                    135           392
        Prepaid expense and other receivables                      801           827
                                                                --------     --------
              Total current assets                              17,527        16,582


        Property and equipment net of accumulated
          depreciation of $1,411 and $1,320 at June 30, 1999
          and December 31,1998, respectively                      332            410

Other Assets
        Goodwill, net of accumulated amortization of $1,094
         and $1,017 at June 30, 1999 and December 31, 1998,
         respectively                                           3,896          3,973
        Other                                                     308            308
                                                              --------       --------
Total Assets                                                  $22,063        $21,273
                                                              ========       =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
        Accounts payable                                       $5,485         $5,464
        Retainage payable                                       1,711          2,242
        Accrued payroll and related benefits                      393            426
        Accrued expenses                                          138            189
        Billings in excess of costs and estimated
          earnings on uncompleted contracts                     4,375          3,067
                                                             ---------       --------
             Total current liabilities                         12,102         11,388
Long-term liabilities                                              40             57
                                                             ---------       --------
        Total liabilities                                      12,142         11,445

Stockholders' equity:
        Common stock, $.01 par value: 25,000,000 shares
          authorized: 5,468,644 shares issued
          and outstanding at June 30, 1999
          and December 31, 1998                                    54             54
        Additional paid-in capital                              9,726          9,726
        Retained earnings                                         141             48
                                                            ----------       --------
        Total stockholders' equity                              9,921          9,828
                                                            ----------       ---------
Total Liabilities and Stockholders' Equity                    $22,063        $21,273
                                                            ==========       =========
</TABLE>

<PAGE>

                            KSW, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATION
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>

                                                    Six Months      Six Months     Three Months    Three Months
                                                   Ended 6/30/99   Ended 6/30/98   Ended 6/30/99   Ended 6/30/98
                                                   -------------   -------------   -------------   -------------
Revenues:
<S>                                                 <C>             <C>            <C>              <C>
  Contracts                                         $16,610         $19,642        $    7,706       $  9,919
  Fees from sellers                                      31              20                19             13
  Interest                                               23              48                11             30
                                                   -----------      ----------     ------------     ----------
                                                     16,664          19,710             7,736          9,962

  Cost of sales                                      14,643          18,732             6,769          9,488
                                                   -----------      ----------     ------------     ----------

  Gross profit                                        2,021             978               967            474

  Selling, general and administrative expenses        1,867           2,209               947          1,066
  Interest                                               13              22                 6             10
                                                   -----------     -----------      -----------     ----------
  Profit/(loss) before provision for income taxes       141          (1,253)               14           (602)
  Provision for income taxes                             48            (597)                8           (277)
                                                   -----------     -----------      -----------     ----------

  Net profit (loss)                                 $    93        $   (656)        $       6        $  (325)
                                                   ===========    ============      ============    ==========

  Net profit/(loss) per common share-basic            $0.02          ($0.12)           ($0.00)        $(0.06)
                                                   ===========    ============      ============   ===========

  Weighted average common shares                  5,468,644       5,458,366         5,468,644      5,458,366
   outstanding - basic                            ============    ============      ============   ===========

  Net profit/(loss) per common share                  $0.02          ($0.11)           ($0.00)        ($0.06)
   diluted                                        ============    ============      ============   ===========

  Weighted average common shares outstanding-     5,468,644       5,741,548         5,468,644      5,701,278
   diluted                                        ============    ============      ============   ===========

</TABLE>
<PAGE>

                            KSW, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                    Six Months      Six Months
                                                                    Ended 6/30/99   Ended 6/30/98
                                                                    --------------  ---------------
<S>                                                                     <C>           <C>
        Cash flows from operating activities:
        Net income (loss)                                               93            (656)
        Adjustments to reconcile net income to cash provided
          by operating activities:
          Depreciation and amortization                                167             209
        Changes in operating assets and liabilities
          Accounts and retainage receivable                           (673)          3,689
          Costs and estimated earnings in excess of billings
          on uncompleted contracts                                     257             109
        Prepaid expenses and other receivables                          26            (475)
        Accounts and retainage payable                                (510)         (3,668)
        Acrued salaries and related benefits                           (33)           (239)
        Accrued expenses                                               (51)             29
        Billings in excess of costs and estimated earnings on
          uncompleted contracts                                      1,308           2,507
                                                                   ------------    -----------
        Net cash provided by operating activities:                     584           1,505

        Cash flows from investing activities:
        Purchase of property and equipment                             (12)            (45)
        Other assets                                                                    57
        Other liabilities                                                               (4)
                                                                   ------------    -----------
        Net cash provided by (used in) investing activities            (12)              8
                                                                   ------------    -----------
        Cash flows from financing acitivities:
        Issuance of stock                                                              102
        Exercise of stock options                                                       20
        Re-purchase of stock                                                          (159)
        Long-term liabilities                                          (17)             -
                                                                   ------------    -----------
        Net cash provided by financing activities                      (17)            (37)
                                                                   ------------    -----------
        Net increase in cash and cash equivalents                      555           1,476
        Cash and cash equivalents, beginning of period               2,404           2,184
        Cash and cash equivalents, end of period                     2,959          $3,660
                                                                   ============    ===========

</TABLE>
<PAGE>
                            KSW, INC. AND SUBSIDIARY

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position of the
Company as of June 30, 1999 and December 31, 1998 and the results of operations
and cash flows for the three and six month periods ended June 30, 1999 and 1998.
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.


<PAGE>

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


RESULTS OF OPERATIONS

REVENUES

Total revenues for the second quarter of 1999 decreased by $2,226,000 or 22% to
$7,736,000 from $9,962,000 for the second quarter of 1998. During the first six
months of 1999, revenues decreased by $3,046,000 or 15% to $16,664,000 from
$19,710,000 for the first six months of 1998. These decreases in revenues for
the second quarter and the first six months of 1999 were due primarily to the
delayed start of several projects which did not start until the latter part of
the second quarter of 1999. It is anticipated that these projects will
contribute significant revenues during the balance of 1999. Backlog at June 30,
1999 increased 39% to $ 50,000,000 compared to $ 36,000,000 at June 30, 1998.

COST OF SALES

Cost of sales for the second quarter of 1999 decreased by $2,719,000 or 29% to
$6,769,000 from $9,488,000 for the second quarter of 1998. Cost of sales for the
first six months of 1999 decreased by $4,089,000 or 22% to $14,643,000 from
$18,732,000 for the first six months of 1998. The decreases were due to the
decrease in sales revenues noted above.

GROSS PROFIT

Gross profit for the second quarter of 1999 increased by $493,000 or 104% to
$967,000 from $474,000 in the second quarter of 1998. During the first six
months of 1999 gross profit increased by $1,043,000 or 107% to $2,021,000 from
$978,000 for the first six months of 1998. Gross profit percentage for the
second quarter of 1999 rose to 12.5% as compared to 4.8% for the second quarter
of 1998. Gross profit percentage for the first six months of 1999 rose to 12.1%
as compared to 5.0% for the first six months of 1998.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses ("SG&A") for the second quarter of
1999 decreased by $119,000 or 11% to $947,000 from $1,066,000 for the second
quarter of 1998. For the six months ended June 30, 1999, SG&A expenses decreased
$342,000 or 15% to $1,867,000 from $2,209,000 for the first six months of 1998.
The decreases were partially due to cost savings measures undertaken by the
company during the fourth quarter of 1998, including closing one of its two
fabrication facilities.

<PAGE>

PROVISION FOR TAXES

The tax provision for the three months ended June 30, 1999 was $8,000 as
compared to a benefit of ($277,000) for the same period in 1998, due to the
profit/loss for the respective periods. The tax provision for the six months
ended June 30, 1999 was $48,000 as compared to a benefit of ($597,000) for the
same period in 1998, due to the profit/loss for the respective periods.

NET GAIN/LOSS

The net profit for the second quarter of 1999 was $6,000 compared to a net loss
of ($325,000) for the second quarter of 1998 due to the items mentioned above.
For the six months ended June 30, 1999, there was a net profit of $93,000
compared to loss of ($656,000) for the same period in 1998.

LIQUIDITY AND CASH FLOW

For the first six months of 1999, cash provided by operations was $584,000. For
the same period in 1998 the cash provided by operations was $1,505,000. The
positive cash flow for the first half of 1999 was a result of the net profit and
improved billing procedures.

While no significant capital improvements are projected over the next year, cash
may be needed to fund the start-up costs for new projects. The Company currently
has a $2,000,000 revolving credit facility with Fleet Bank, which it has not
used during 1999. The Company believes this credit facility should be adequate
for the balance of 1999.

YEAR 2000 COMPLIANCE

The Company uses computer software programs and operating systems in its
internal operations, including applications used in billing and various
administrative functions. The Year 2000 issue is the result of computer programs
being written using two digits rather than four to define the applicable year
and impacts both information technology ("IT") and non-IT systems. Any of the
Company's computer programs that have time- sensitive software may recognize a
date using "00" as the year 1900 rather than the Year 2000. This could cause the
Company to incur expenses and the risk and potential expense of any disruptions
that may be caused by the software's impaired functioning as the Year 2000
approaches and by the modification or replacement of such software, including a
temporary inability to send correct invoices or engage in similar normal
administrative activities.

Management has assessed the Company's Year 2000 readiness and determined that
all its computer hardware and software programs are Year 2000 compliant. The
Company, therefore, does not expect to incur significant expenditures to address
Year 2000 compliance. The ability of third parties with whom the Company
transacts business to address adequately their Year 2000 compliance is beyond
the Company's control. The Company has contacted its subcontractors and material
suppliers to determine, to the extent that they utilize computers, their Year
2000 compliance status and their remediation plans if they are not Year 2000
compliant. The Company is a mechanical contractor that relies heavily on the
skills of its subcontractors for its business. The Company currently believes
the consequences of Year 2000 issues with respect to these third parties will
not have a material adverse effect on the Company's business, results of
operations and financial condition. However, there can be no assurance that
these expectations will be met. Actual results could differ from the Company's
plans.

FORWARD-LOOKING STATEMENTS

All statements contained herein and in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" that are not historical facts,
including but not limited to statements regarding the Company's current business
strategy, and plans for future development and operations are based upon current
expectations. These statements are forward-looking in nature and involve a
number of risks and uncertainties, many of which are not within the control of
the Company. Actual results may differ materially. The Company wishes to caution
readers not to place undue reliance on any such forward-looking statements,
which statements are made pursuant to the Private Litigation Reform Act of 1995
and as such, speak only as of the date made.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company's market risk exposure with respect to financial instruments depends
upon changes in the "prime rate" in the United States. We may borrow up to
$2,000,000 under our credit facility. Amounts outstanding under the credit
facility bear interest at the bank's prime rate plus 1.00%. At June 30, 1999,
there were no amounts outstanding under the credit facility. The Company
currently does not use interest rate derivative instruments to manage exposure
to interest rate charges.

<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

Neither the Company or its subsidiary is a party to any regulatory investigation
or inquiry with any governmental agency. The following are the material lawsuits
to which the Company is a party:

a.        CO-OP CITY. The Company has sued the General Contractor and its
          bonding company in New York State Supreme Court, Queens County, to
          recover its contract balance and unpaid proposals in the sum of
          $5,362,290. Included is a claim for unanticipated costs incurred
          through 1998 in the sum of $3,252,122. The action is in the discovery
          stage. While the Company believes this lawsuit has merit, there is no
          guaranty the claim will ultimately be successful.

b.        HELIONETICS CREDITORS COMMITTEE V. BARNES, ET. AL. On April 26, 1999,
          the Company and six current or former officers and directors were
          named in a lawsuit in U.S. Bankruptcy Court, Central District of
          California, instituted by the Creditors Committee of Helionetics, Inc.
          The complaint alleges that the December 28, 1995 Distribution by
          Helionetics of KSW, Inc. stock to Helionetics' shareholders was a
          fraudulent conveyance, and seeks compensatory damages of $12,141,000,
          plus punitive damages. The December 28, 1995 Distribution of stock was
          made pursuant to a Form 10 Registration filed with and declared
          effective by the Securities and Exchange Commission. The Company
          believes that the lawsuit is totally without merit and will
          aggressively defend the case.

ITEM 2.   CHANGE IN SECURITIES

None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None.

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

At the Company's Annual Meeting, held on May 18, 1999, the stockholders approved
the following resolutions:

a.        The stockholders re-elected Daniel Spiegel as a Class I director, to
          serve for a term of three years, and elected Stanley Kreitman as a
          Class I Director for a three year term. Mr. Kreitman was appointed to
          the Board of Directors on February 18, 1999 to replace Armand D'Amato,
          who resigned, effective December 10, 1998, for personal reasons
          unrelated to the Company or its operations. The voting was as follows:

                                                                 VOTED AGAINST
           NAME:                  VOTED FOR:                       OR WITHELD:

      Daniel Spiegel             4,593,729                           13,116
      Stanley Kreitman           4,593,729                           13,116


b.        The stockholders ratified the appointment of Marden, Harrison &
          Kreuter as independent auditors for the Company for the year 1999.
          There were 4,596,581 shares voted for approval, 6,630 shares voted
          against and 3,634 abstentions.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

1    Exhibits

         Exhibit 11 - Statement Regarding Computation of Net Earnings (Loss) per
                      Share Earnings

         Exhibit 27 - Financial Data Schedule

 (b) The Company did not file any Current Reports on Form 8-K during the second
     quarter of 1999.

<PAGE>

                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                            KSW, INC.


Date:  August 9, 1999
                                           /S/ ROBERT BRUSSEL
                                          --------------------------------
                                          Robert Brussel
                                          Chief Financial Officer

                                          (Principal Financial and Accounting
                                          Officer and Duly Authorized Officer)

<PAGE>

                                    KSW, INC.

                                INDEX TO EXHIBITS


                                                                  SEQUENTIALLY
EXHIBIT                                                             NUMBERED
NUMBER                         DESCRIPTION                            PAGE

    11       Statement Regarding Computation of Net Earnings
             (Loss) per Share Earnings                                14

    27       Financial Data Schedule                                  15