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

                                   FORM 10 - Q
(Mark One)
     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2008

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the transition period from ______ to ______.

                        Commission File Number 001-32865

                                    KSW, INC.
                                    ---------
             (Exact name of registrant as specified in its charter)

               Delaware                                         11-3191686
               --------                                         ----------
    (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                       Identification Number)

37-16 23rd Street, Long Island City, New York                     11101
---------------------------------------------                     -----
  (Address of principal executive offices)                     (Zip Code)

                                  718-361-6500
                                  ------------
              (Registrant's telephone number, including area code)

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required to be filed by Section 13  or 15 (d) of the Securities Exchange  Act of
1934  during  the preceding  12  months (or  for  such shorter  period  that the
registrant was required to file such reports), and (2) has been subject to  such
filing requirements for the past 90 days.  Yes [X]  No [ ]

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

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

     Indicate  by  check   mark  whether  the Registrant is a shell  company (as
defined in Rule 12b-2 of Exchange Act). Yes [ ]  No [X]

     Indicate the number of shares outstanding of each of  the  issuer's classes
of common stock, as of the latest practicable date:

<TABLE>
<CAPTION>
                                                       Outstanding at
        Class                                            May 7, 2008
        -----                                            -----------
<S>                                                       <C>
Common stock, $.01 par value                              6,280,824
</TABLE>
<PAGE>

                                    KSW, INC.
                          QUARTERLY REPORT ON FORM 10-Q
                          QUARTER ENDED MARCH 31, 2008
                          ----------------------------

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  Page No.
-------------------------------------------------------------------------------------------
<S>        <C>                                                                       <C>
PART I         FINANCIAL INFORMATION
Item 1.    Financial Statements
               Consolidated Balance Sheets-
               March 31, 2008 (unaudited) and December 31, 2007                       3

               Consolidated Statements of Income-
               Three months ended March 31, 2008 and 2007 (unaudited)                 4

               Consolidated Statements of Comprehensive Income-
               Three months ended March 31, 2008 and 2007 (unaudited)                 5

               Consolidated Statement of Stockholders' Equity-
               Three months ended March 31, 2008 (unaudited)                          6

               Consolidated Statements of Cash Flows-
               Three months ended March 31, 2008 and 2007 (unaudited)                 7

               Notes to Consolidated Financial Statements-                            8

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

Item 3.    Quantitative and Qualitative Disclosures about Market Risk                16

Item 4.    Controls and Procedures                                                   17

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

Item 1         Legal Proceedings                                                     17
Item 1A        Risk Factors                                                          17
Item 2         Unregistered Sales of Equity Securities and Use of Proceeds           18
Item 3     Defaults Upon Senior Securities                                           18
Item 4     Submission of Matters to a Vote of Security Holders                       18
Item 5     Other Information                                                         19
Item 6     Exhibits                                                                  19

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

INDEX TO EXHIBITS                                                                    21
</TABLE>

                                        2
<PAGE>

                         PART I - FINANCIAL INFORMATION

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

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

<TABLE>
<CAPTION>
                                                         March 31, 2008        December 31, 2007
                                                         --------------        -----------------
<S>                                                        <C>                       <C>
ASSETS                                                     (unaudited)
------
Current assets:
  Cash and cash equivalents                                  $15,961                 $16,232
  Marketable securities                                        1,788                   1,892
  Accounts receivable                                         16,248                  14,133
  Retainage receivable                                         8,413                   6,647
  Costs and estimated earnings in excess of
    billings on uncompleted contracts                            658                   1,107
  Prepaid expenses and other receivables                         340                     359
  Prepaid income taxes                                            77                       -
                                                             -------                 -------
    Total current assets                                      43,485                  40,370

Property and equipment, net of accumulated
  depreciation and amortization of $2,111 and $2,091
  at 3/31/08 and 12/31/07, respectively                          259                     254
Deferred income taxe s and other                                 194                     313
                                                             -------                 -------
    Total assets                                             $43,938                 $40,937
                                                             =======                 =======

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
  Accounts payable                                           $16,635                 $14,182
  Retainage payable                                            4,072                   3,636
  Accrued payroll and benefits                                   827                   1,519
  Accrued expenses                                                 -                     175
  Billings in excess of costs and estimated
    earnings on uncompleted contracts                          4,119                   4,031
  Income taxes payable                                             -                       5
                                                             -------                 -------
    Total current liabilities                                 25,653                  23,548
                                                             -------                 -------
Commitments and contingencies (Note 5)

Stockholders' equity :
  Preferred stock, $.01 par value, 1,000,000 shares
    authorized, no shares issued and outstanding                   -                       -
  Common stock, $.01 par value, 25,000,000 shares
    authorized, 6,280,824 and 6,244,324 shares issued
    and outstanding at 3/31/08 and 12/31/07, respectively        63                      62
  Additional paid-in capital                                  13,259                  13,139
  Retained earnings                                            5,001                   4,161
  Accumulated other comprehensive income (loss):
    Net unrealized holding gains (losses) on available -
      for-sale securities                                        (38)                     27
                                                             -------                 -------
      Total stockholders' equity                              18,285                  17,389
                                                             -------                 -------
  Total liabilities and stockholders' equity                 $43,938                 $40,937
                                                             =======                 =======
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        3
<PAGE>

                            KSW, INC. AND SUBSIDIARY

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

<TABLE>
<CAPTION>
                                                         Three Months            Three Months
                                                     Ended March 31, 2008    Ended March 31, 2007
                                                     --------------------    --------------------
<S>                                                        <C>                       <C>
Revenues                                                   $  20,491               $  17,991
Cost of revenues                                              18,174                  15,501
                                                           ---------               ---------

Gross profit                                                   2,317                   2,490

Selling, general and administrative expenses                   1,308                   1,013
                                                           ---------               ---------

  Operating income                                             1,009                   1,477

Other income:
Interest income, net                                             124                     113
                                                           ---------               ---------

Income before provision for income taxes                       1,133                   1,590

Provision for income taxes                                       293                     692
                                                           ---------               ---------

Net income                                                 $     840               $     898
                                                           =========               =========

Earnings per common share:
Basic                                                      $     .13               $     .15

Diluted                                                    $     .13               $     .15

Weighted average common
  shares outstanding:
  Basic                                                    6,261,098               6,088,444
  Diluted                                                  6,324,415               6,210,085
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        4
<PAGE>

                            KSW, INC. AND SUBSIDIARY

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

<TABLE>
<CAPTION>
                                                   Three Months           Three Months
                                                Ended March 31, 2008   Ended March 31, 2007
                                                --------------------   --------------------
<S>                                                   <C>                   <C>
Net income                                            $    840              $   898
                                                      --------              -------

Other comprehensive income (loss) before
  income tax (benefit):

Unrealized holding gains (losses) arising
  during the period                                       (119)                  15

Less: reclassification adjustment
  for gains included in net income                           -                    -
                                                      --------              -------

Other comprehensive income (loss)
  before income tax (benefit)                             (119)                  15

Income tax (benefit) related to items
  of other comprehensive income (loss)                     (54)                   7
                                                      --------              -------

Other comprehensive income (loss), net of
  income tax (benefit)                                     (65)                   8
                                                      --------              -------

Total comprehensive income                            $    775              $   906
                                                      ========              =======
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        5
<PAGE>

                            KSW, INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                        THREE MONTHS ENDED MARCH 31, 2008
                        (in thousands, except share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                          Accumulated
                                                                               Additional                    Other
                                                              Common Stock      Paid-In      Retained    Comprehensive
                                                           Shares     Amount    Capital      Earnings    Income (loss)      Total
                                                           ------     ------    -------      --------    -------------      -----
<S>                                                        <C>                       <C>
Balances, January 1, 2008                                6,244,324    $   62    $ 13,139      $ 4,161        $   27       $ 17,389
Net income                                                       -         -           -          840             -            840
Share transactions under employee stock option plan         36,500         1          56            -             -             57
Amortization of share based compensation                         -         -           2            -             -              2
Tax benefits from exercise of employee stock option
  plan                                                           -         -          62            -             -             62
Net unrealized losses on available-for-sale securities           -         -           -            -           (65)           (65)
                                                         ---------    ------    --------      -------        ------       --------
Balances, March 31, 2008                                 6,280,824    $   63    $ 13,259      $ 5,001        $  (38)      $ 18,285
                                                         =========    ======    ========      =======        ======       ========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        6
<PAGE>

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

<TABLE>
<CAPTION>
                                                       Three Months           Three Months
                                                   Ended March 31, 2008    Ended March 31, 2007
                                                   --------------------    --------------------
<S>                                                        <C>                   <C>
Cash flows from operating activities:
  Net income                                               $   840                 $ 898
Adjustments to reconcile net income to cash
  used in operating activities:
  Depreciation and amortization                                 20                    17
  Deferred income taxes                                        173                   187
  Tax benefits from exercise of stock options                  (62)                 (149)
  Stock-based compensation expense related
    to stock option plan                                         2                     5
Changes in operating assets and liabilities:
  Accounts receivable                                       (2,115)               (3,287)
  Retainage receivable                                      (1,766)                   54
  Costs and estimated earnings in excess
    of billings on uncompleted contracts                       449                   399
  Prepaid expenses and other receivables                        19                   144
  Prepaid income taxes                                         (15)
  Accounts payable                                           2,453                   (20)
  Retainage payable                                            436                    92
  Accrued payroll and benefits                                (692)                  (76)
  Accrued expenses                                            (175)                 (226)
  Billings in excess of costs and estimated
    earnings on uncompleted contracts                           88                 1,380
  Income taxes payable                                          (5)               (1,231)
                                                           -------               -------
Net cash used in operating
  activities                                                  (350)               (1,813)
                                                           -------               -------
Cash flows from investing activities:
  Purchases of property and equipment                          (25)
  Purchases of marketable securities                           (15)                    -
                                                           -------               -------
Net cash used in investing activities                          (40)                    -
                                                           -------               -------
Cash flows from financing activities:
  Proceeds from exercise of employee stock option plan          57                   117
  Tax benefits from exercise of stock options                   62                   149
                                                           -------               -------
Net cash provided by financing activities                      119                   266
                                                           -------               -------
  Net decrease in cash and cash equivalents                   (271)               (1,547)
Cash and cash equivalents, beginning of period              16,232                14,085
                                                           -------               -------
Cash and cash equivalents, end of period                   $15,961               $12,538
                                                           -------               -------

Supplemental disclosure of cash flow information
Cash paid during the period for:
  Interest                                                 $     2               $     1
  Income taxes                                             $   136               $ 1,739
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        7
<PAGE>

                            KSW, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

KSW, Inc. and its Subsidiary, collectively the "Company", furnishes and installs
heating, ventilating and air conditioning systems and process piping systems for
institutional, industrial,  commercial, high-rise  residential and  public works
projects, primarily  in the  State of  New York.   The Company  also serves as a
mechanical trade manager, performing project management services relating to the
mechanical trades.  The Company  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, 2007.

In the opinion of management, the accompanying unaudited consolidated  financial
statements include  all adjustments  necessary for  a fair  presentation of  the
consolidated financial position  of the Company  as of March  31, 2008, and  its
results of operations, comprehensive income  and cash flows for the  three month
periods ended March 31, 2008 and  2007. 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, 2008.

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

The significant accounting policies followed  by the Company and its  subsidiary
in preparing its consolidated financial statements are set forth in Note (2)  to
such consolidated financial statements  included in the Company's  Annual Report
on Form  10-K for  the year  ended December  31, 2007.  The Company  has made no
significant changes to these policies during 2008.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157). SFAS  157 provides  guidance for  using fair  value to  measure assets and
liabilities. It also  responds to investors'  requests for expanded  information
about  the extent  to which  companies measure  assets and  liabilities at  fair
value, the information used to measure fair value, and the effect of fair  value
measurements on earnings. SFAS 157 applies whenever other standards require  (or
permit) assets or liabilities to be measured at fair value, and does not  expand
the  use of  fair value  in any  new circumstances.  SFAS 157  is effective  for
financial statements issued for fiscal years beginning after November 15,  2007.
The  adoption  of SFAS  157  has not  had  a material  impact  on the  Company's
consolidated results of operations or financial condition.

In February 2007, the FASB issued Statement No. 159, "The Fair Value Option  for
Financial Assets  and Financial  Liabilities -  including an  amendment of  FASB
Statement

                                        8
<PAGE>

No. 115" ("SFAS No.  159"). SFAS No. 159  permits entities to choose  to measure
many financial instruments and certain other  items at fair value. SFAS No.  159
is effective  for the  Company's financial  statements beginning  with the first
quarter of 2008. The adoption of SFAS  No. 159 has not had a material  impact on
the Company's consolidated results of operations or financial condition.

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

(A) 1995 Stock Option Plan
    ----------------------

During  the quarter  ended March  31, 2008,  the Company  incurred  compensation
expense related to the vesting  of stock options totaling approximately  $2,000.
In addition, a director, an executive and an employee exercised an aggregate  of
36,500 options during the quarter ended March 31, 2008.

During  the quarter  ended March  31, 2007,  the Company  incurred  compensation
expense related to the vesting  of stock options totaling approximately  $5,000.
In addition, an executive and a former director exercised an aggregate of 70,500
options during the quarter ended March 31, 2007.

As of March 31, 2008, there is approximately $2,000 of unrecognized compensation
expense related to unvested  stock-based compensation awards granted.  That cost
is expected to be recognized over the next two quarters.

This stock option plan expired December  2005. Therefore, no new options can  be
granted under this plan.

Options were granted to certain employees  and directors at prices equal to  the
market value of  the stock on  the dates the  options were granted.  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 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 quarter ended March 31, 2008 was as follows:

                                        9
<PAGE>

<TABLE>
<CAPTION>
                                                                            Weighted Average
                                         Number       Weighted Average     Remaining Contractual      Aggregate
                                        of Shares      Exercise Price         Term in Years         Intrinsic Value
                                        ---------      --------------         -------------         ---------------
<S>                                     <C>               <C>                      <C>                  <C>
Outstanding at January 1, 2008          189,002           $   1.58

Expired/canceled                              -                  -

Granted                                       -

Exercised                               (36,500)          $   1.57
                                        -------

Outstanding at March 31, 2008           152,502           $   1.58                 3.5                  $677,000
                                        -------

Exercisable at March 31, 2008           145,502           $   1.58                 3.3                  $636,000
</TABLE>

Cash proceeds, tax benefits and  intrinsic value related to total  stock options
exercised during the quarters ended March 31, 2008 and 2007 are as follows:

<TABLE>
<CAPTION>
                                                           Three Months Ended             Three Months Ended
                                                             March 31, 2008                 March 31, 2007
                                                             --------------                 --------------
<S>                                                             <C>                           <C>
Proceeds from stock options exercised                           $  57,000                     $ 117,000

Tax benefits related to stock options exercised                 $  62,000                     $ 149,000

Intrinsic value of stock options exercised                      $ 143,000                     $ 341,000
</TABLE>

(B) 2007 Stock Option Plan
    ----------------------

By  resolution dated  May 8,  2007, the  Company's Board  of Directors  adopted,
subject to stockholder approval at the May 2008 Annual Meeting of  Stockholders,
the KSW, Inc. 2007 Stock Option  Plan (the "2007 Plan"). This plan  was approved
at the annual shareholder meeting which was held on May 6, 2008. 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 this 2007 Plan. Under this plan,  the
Company has issued to  a Company director options  to purchase 20,000 shares  of
the Company's common stock at an exercise price of $6.95 per share.

(C) Dividend
    --------

On April 30, 2008, the Company's Board of Directors declared a cash dividend  of
$.20  per share.  The aggregate  amount of  the dividend  will be  approximately
$1,256,000 to be paid on June 17,  2008 to shareholders of record as of  May 26,
2008.

                                       10
<PAGE>

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

<TABLE>
<CAPTION>
                                                  Three Months Ended        Three Months Ended
                                                    March 31, 2008            March 31, 2007
                                                    --------------            --------------
<S>                                                   <C>                       <C>
Net income                                            $  840,000                $  898,000
                                                      ==========                ==========

Earnings per share - basic:
---------------------------
Weighted average shares outstanding
  during the period                                    6,261,098                 6,088,444
                                                      ----------                ----------

Earnings per share - basic                            $      .13                $      .15
                                                      ----------                ----------

Earnings per share - diluted:
-----------------------------
Weighted average shares outstanding
  during the period                                    6,261,098                 6,088,444

Effect of stock option
  dilution                                                63,317                   121,641
                                                      ----------                ----------

Total shares outstanding for purposes of
  calculating diluted earnings per share               6,324,415                 6,210,085
                                                      ----------                ----------

Earnings per share - diluted                          $      .13                $      .15
                                                      ==========                ==========
</TABLE>

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

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

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

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

                                       11
<PAGE>

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

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

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

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

Revenues

Total revenues for the quarter ended March 31, 2008 increased by $2,500,000,  or
13.9% to $20,491,000, as compared to $17,991,000 for the quarter ended March 31,
2007. This increase in revenues was a result of the Company's performance on its
backlog of work.

As of  March 31,  2008, the  Company had  backlog of approximately $127,300,000.
Approximately  $ 57,000,000  of the  March 31,  2008 backlog  is not  reasonably
expected to be completed within the year ended December 31, 2008. New  contracts
secured during 2008 will also increase 2008 revenues. The amount of backlog  not
reasonably  expected to  be completed  in the  next  fiscal  year is  subject to
various uncertainties and risks. The Company is actively seeking new projects to
add to its backlog.

Cost of Revenues

Costs  of revenues for the quarter ended March 31, 2008 increased by $2,673,000,
or 17.2% to $18,174,000, as compared to $15,501,000 for the quarter ended  March
31, 2007. The increase in costs of revenues for the quarter ended March 31, 2008
as   compared   to  March  31, 2007, is  primarily associated with the increased
revenues.

During the quarter ended March 31,  2008, the union which supplies the  majority
of  the  Company's  direct  labor,  notified  the  Company,  as  well  as  other
signatories  to the  collective bargaining  agreement, that  it had  incorrectly
billed for wages  and fringe benefits  for 2006 and  2007. The Company  recorded
additional costs  of approximately  $85,000 to  account for  this billing  error
during the quarter ended March 31, 2008.

                                       12
<PAGE>

Gross Profit

Gross profit for the  quarter ended March 31,  2008 was $2,317,000, or  11.3% of
revenues, as compared to a gross profit of $2,490,000, or 13.8% of revenues, for
the quarter ended March 31, 2007.  The decrease in gross profit for  the quarter
ended March  31, 2008,  as compared  to the  quarter ended  March 31,  2007, was
primarily  a  result  of  higher  than  anticipated  costs  incurred  on several
projects.  The Company  has submitted  claims on  certain of  these projects  to
recoup some of these 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
March 31, 2008  increased by $295,000,  or 29.1% to  $1,308,000, as compared  to
$1,013,000 for the quarter ended March  31, 2007. This increase in SG&A  for the
quarter ended March 31, 2008, as  compared to the quarter ended March  31, 2007,
was primarily a result of increased employment costs.

Other Income

Other income for the quarter ended  March 31, 2008 was $124,000, as  compared to
$113,000 for the  quarter ended March  31, 2007. This  increase was a  result of
interest earned.

Provision for Income Taxes

The  provision  for  income taxes  for  the  quarter ended  March  31,  2008 was
$293,000, as  compared to  the provision  for income  taxes of  $692,000 for the
quarter ended  March 31,  2007. The  tax expense  was lower  than the  Company's
effective tax rate during the quarter  ended  March 31, 2008  as a result of the
Company's  ability  to  utilize  the Domestic Production Activities Deduction, a
credit  available  to   qualifying   entities  in  the  construction  and  other
industries.

Net Income

As a result  of the above  mentioned items, the  Company reported net  income of
$840,000, or $.13 per share-basic and  diluted, for the quarter ended March  31,
2008, as compared to  reported net income of  $898,000, or $.15 per  share-basic
and diluted, for the quarter ended March 31, 2007.

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

General

The Company's principal capital requirement is to fund its work on  construction
projects.

                                       13
<PAGE>

Projects are billed monthly based on  the work performed to date. These  project
billings, less  a withholding  of retention,  which is  received as  the project
nears completion, are collectible based on their respective contract terms.  The
Company has historically relied primarily on internally generated funds and bank
borrowings to finance its operations. The Company has a line of credit which  is
subject to certain conditions. The Company has not relied on bank borrowings  to
finance its operation since July 2003.

As  of March  31, 2008,  total cash  and cash  equivalents  was  $15,961,000, an
increase over the $12,538,000 reported as of March 31, 2007.

Cash used in operations

Net cash used in operations was  $350,000 for the quarter ended March  31, 2008,
as compared to  $1,813,000 for the  quarter ended March  31, 2007. Both  periods
were affected by the funding of newer projects, the payment of corporate  income
taxes and executive bonuses.

Cash used in investing activities

Net cash used in  investing activities was $40,000  for the quarter ended  March
31, 2008.  The Company  purchased property  and equipment  totaling $25,000  and
marketable securities totaling $15,000  during the quarter ended March 31, 2008.

There was no cash from investing  activities during the quarter ended March  31,
2007.

Cash provided by financing activities

Net cash provided  by financing activities  during the quarters  ended March 31,
2008 and 2007 was $119,000 and $266,000, respectively.

During  the  quarter ended  March  31, 2008,  an  executive, an  employee  and a
director  exercised  options  to   purchase  an  aggregate  of   36,500  shares,
contributing cash proceeds of $57,000 to the Company.

During the  quarter ended  March 31,  2007, an  executive and  a former director
exercised options to purchase an  aggregate of 70,500 shares, contributing  cash
proceeds of $117,000 to the Company.

Prior to adopting SFAS 123-R,  the Company presented all tax  benefits resulting
from the exercise of stock options  as operating cash flows in the  Statement of
Cash Flows. SFAS 123-R requires cash flows resulting from excess tax benefits to
be classified  as a  part of  cash flows  from financing  activities. Excess tax
benefits represent tax  benefits related to  exercised options in  excess of the
associated deferred tax  asset for such  options. As a  result of adopting  SFAS
123-R, $62,000 and $149,000 of excess tax benefits for the quarters ended  March
31,  2008 and  2007, respectively,  have been  classified as  an operating  cash
outflow and a financing cash inflow.

                                       14
<PAGE>

Credit Facility

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

Advances bear  interest, at  the Company's  option, at  either the  bank's prime
lending rate plus one percent per annum (6.25% at March 31, 2008) or the  London
Inter-Bank Offered Rate ("LIBOR") plus two and one-half percent per annum (5.19%
at March 31, 2008).

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

The Company currently has no significant capital expenditure commitments.

Surety

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

The Company's bonding limits have been  sufficient given the volume and size  of
the  Company's  contracts.  The Company's  surety may  require that  the Company
maintain  certain  tangible  net  worth  levels,  and  may  require   additional
guarantees if the Company should  desire increased bonding limits. At  March 31,
2008,  approximately $37,000,000  of the  Company's backlog  of $127,300,000  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

                                       15
<PAGE>

Report on Form 10-K for the year-ended December 31, 2007.

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

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

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

Certain  statements  contained  in  this report  are  not  historical  facts and
constitute "forward-looking  statements" (as such term is defined in the Private
Securities  Litigation Reform  Act of  1995). These  forward looking  statements
generally can be identified as statements that include words such as  "believe",
"expect", "anticipate", "intend", "plan",  "foresee", "likely", "will" or  other
similar   words   or  phrases.   Such   forward-looking  statements   concerning
management's expectations, strategic objectives, business prospects, anticipated
economic performance and financial condition, and other similar matters  involve
known and unknown  risks, uncertainties and  other important factors  that could
cause  the actual  results, performance  or achievements  of results  to  differ
materially from  any future  results, performance  or achievements  discussed or
implied by such forward-looking statements. This document describes factors that
could  cause  actual  results  to differ  materially  from  expectations  of the
Company. All  written and  oral forward-looking  statements attributable  to the
Company  or persons  acting on  behalf of  the Company  are qualified  in  their
entirety by such factors. Such risks, uncertainties, and other important factors
include, among others: inability to  obtain bonding, inability to retain  senior
management, low labor productivity and shortages of skilled labor, a rise in the
price  of  steel products,  economic  downturn, reliance  on  certain customers,
competition, inflation, the adverse effect of 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 "Item  1A. Risk Factors"  in the
Company's Annual  Report on  Form 10-K  for the  fiscal year  ended December 31,
2007.  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  March  31,  2008, the  Company  has  invested  $1,788,000 in  marketable
securities.

                                       16
<PAGE>

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

As  of  December  31,  2007,  our  management  conducted  an  evaluation  of the
effectiveness of  our internal  control over  financial reporting  based on  the
framework established in INTERNAL CONTROL  - INTEGRATED FRAMEWORK issued by  the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based
on this evaluation,  management determined that  as of December  31, 2007, there
was a material weakness in our internal control over financial reporting in that
the Company incorrectly recorded stock  based compensation expense. In light  of
this, management concluded that,  as of December 31,  2007, the Company did  not
maintain effective internal control over financial reporting. As defined by  the
Public Company Accounting  Oversight Board Auditing  Standard No. 5,  a material
weakness is a deficiency or a combination of deficiencies, such that there is  a
reasonable possibility  that a  material misstatement  of the  annual or interim
financial statements will not be prevented or detected.

During the quarter ended  March 31, 2008, this  deficiency was corrected by  the
Company engaging a public accounting firm, on an as-needed basis, to consult  on
accounting and tax related issues.

The  Company carried  out an  evaluation, under  the supervision  and  with  the
participation of  management, including  our Chief  Executive Officer  and Chief
Financial  Officer,  of  the  effectiveness  of  our  disclosure  controls   and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange  Act)
as of March 31, 2008. Based on that evaluation, our Chief Executive Officer  and
Chief Financial Officer  concluded that our  disclosure controls and  procedures
were effective as of March 31, 2008.

Other than discussed above, there has  been no change in the Company's  internal
control over financial  reporting (as defined  in Rules 13a-15(f)  and 15d-15(f)
under the Exchange Act) during the Company's quarter ended March 31, 2008,  that
has  materially affected,  or is  reasonably likely  to  materially  affect, the
Company's internal control over financial reporting.

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

Item 1.  Legal Proceedings

None.

Item 1A. Risk Factors

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

                                       17
<PAGE>

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

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to a Vote of Security Holders

The Company's Annual Meeting of Stockholders was held on May 6, 2008 in  Queens,
New York, for the purpose of (i)  electing two Class I Directors to serve  until
the  annual  meeting  of  stockholders in  the  year  2011;  (ii) ratifying  the
appointment of J.H. Cohn LLP, as independent auditors for the fiscal year ending
December 31, 2008;  and (iii) ratifying  the adoption of  the 2007 Stock  Option
Plan of KSW, Inc.,  adopted by the Board  of Directors on May  8, 2007.  Proxies
were solicited from holders of  6,271,924 outstanding shares of Common  Stock as
of the close of business on March  4, 2008, as described in the Company's  Proxy
Statement  dated April  3, 2008.  Stanley Kreitman  and John  A.  Cavanagh  were
elected as  Class I  Directors, and  the appointment  of J.H.  Cohn LLP  and the
adoption  of the  2007 Stock  Option Plan  of KSW,  Inc. were  ratified  by  the
following votes:

(1)      To elect two Class I Directors to serve until the annual meeting of
         stockholders in the year 2011.

<TABLE>
<CAPTION>
                                Votes For              Votes Witheld         Broker Non-Votes
                                ---------              -------------         ----------------
<S>                             <C>                       <C>
Stanley Kreitman                5,159,171                 228,103

John A. Cavanagh                5,324,342                  62,932
</TABLE>

Floyd Warkol,  Warren O.  Kogan and  Innis O'Rourke,  Jr. continue  to serve  as
directors of the Company after the Annual Meeting of Stockholders.

                                       18
<PAGE>

(2)      To ratify the appointment of J.H. Cohn LLP as the Company's independent
         auditors for the fiscal year ending December 31, 2008.

<TABLE>
<CAPTION>
Votes For               Votes Against           Votes Abstained
---------               -------------           ---------------
<S>                         <C>                      <C>
5,380,405                   2,803                    4,065
</TABLE>

(3)      To ratify the adoption of the 2007 Stock Option Plan of KSW, Inc.

<TABLE>
<CAPTION>
Votes For               Votes Against           Votes Abstained
---------               -------------           ---------------
<S>                        <C>                       <C>
1,522,861                  433,852                   6,989
</TABLE>

Item 5.  Other Information

None.

Item 6.  Exhibits

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

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

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

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

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

                                       19
<PAGE>

                                    SIGNATURE

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

                                    KSW, INC.

Date: May 7, 2008
                                    /s/Richard W. Lucas
                                    ----------------------
                                    Richard W. Lucas
                                    Chief Financial Officer

                                    (Principal Financial and Accounting Officer
                                    and Duly Authorized Officer)

                                       20
<PAGE>

                                    KSW, INC.

                                INDEX TO EXHIBITS

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

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

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

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

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

                                       21