================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(Rule 14A-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Additional Materials Commission Only (as permitted)
[ ] Soliciting Material Pursuant to by Rule 14a-6(e)(2)
Rule 14a-11(c) or Rule 14a-12

KSW, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check the appropriate box):

[x] No Fee Required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
Not applicable
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies: Not
applicable.
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): Not
applicable.
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction: Not applicable.
------------------------------------------------------------------------
(5) Total Fee Paid: Not applicable.
------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: Not applicable.
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.: Not applicable.
------------------------------------------------------------------------
(3) Filing Party: Not applicable.
------------------------------------------------------------------------
(4) Date Filed: Not applicable.
------------------------------------------------------------------------

KSW, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held May 10, 2001

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of KSW,
Inc., a Delaware corporation (the "Company"), will be held on May 10, 2001, at
2:00 p.m., New York time, at the Crowne Plaza Hotel at LaGuardia Airport,
Queens, New York, for the following purposes:

1. To elect two Class III Directors, each to serve for a term of three
years until their successors shall have been duly elected and qualified
("Proposal 1");

2. To ratify the appointment of Marden Harrison & Kreuter, CPA's P.C.,
as independent auditors of the Company for the year 2001 ("Proposal 2"); and

3. To transact such other business as may properly come before the
meeting or any adjournment thereof.

Stockholders of record at the close of business on March 23, 2001 will
be entitled to notice of and to vote at the meeting.

All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED, in order that
as many shares as possible may be represented at the meeting. Any stockholder
attending the meeting may vote in person even if he or she has returned a proxy
card.

Sincerely,

James Oliviero
Assistant Secretary

Long Island City, New York
Dated: March 27, 2001

KSW, INC.
37-16 23rd Street
Long Island City, New York 11101
(718) 361-6500

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 10, 2001

GENERAL INFORMATION

Solicitation of Proxies. The accompanying proxy is solicited by and on behalf of
the Board of Directors of KSW, Inc., a Delaware corporation (the "Company"), for
use at the annual meeting of stockholders (the "Meeting") to be held at the
Crowne Plaza Hotel at LaGuardia Airport, Queens, New York, on May 10, 2001, at
2:00 p.m., New York time, and at any and all adjournments thereof. The Annual
Meeting is being held for the purposes set forth in the accompanying Notice of
Annual Meeting to Stockholders.

The cost of solicitation will be borne by the Company. This proxy statement and
the accompanying proxy are first being sent to the stockholders of the Company
on or about March 27, 2001. The annual report of the Company for the year 2000
(which includes the Management's Discussion and Analysis of Financial Condition
and Results of Operations from the Company's Annual Report on Form 10-K) is
enclosed herewith.

Voting Rights. Pursuant to the By-Laws, the Board of Directors has fixed the
time and date for the determination of stockholders entitled to notice of and to
vote at the meeting as of the close of business on March 23, 2001. Accordingly,
only stockholders of record on such date and at such time will be entitled to
vote at the meeting, notwithstanding any transfer of any stock on the books of
the Company thereafter.

At the close of business on March 23, 2001, the Company had outstanding
5,470,311 shares of Common Stock, $.01 par value per share (the "Common Stock"),
each of which entitled the holder to one vote. There were no issued shares held
by the Company in its treasury. The affirmative plurality of the shares
represented in person or by proxy at the meeting is required for the election of
directors. For all other matters, the affirmative vote of the holders of a
majority of the stock present in person or represented by proxy at the meeting
and entitled to vote on the subject matter and which has actually been voted is
required for approval. Proxies marked as abstaining (including proxies
containing broker non-votes) on any matter to be acted upon by stockholders will
be treated as present at the meeting for purposes of determining a quorum but
will not be counted as votes cast on such matters. If a quorum is present,
abstentions will have no effect on the election of direction or the proposal for
the ratification of the reappointment of auditors.

A proxy may be revoked by the stockholder at any time prior to its being voted.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivery to the Secretary of the Company
of a written notice of revocation or a duly executed proxy bearing a later date
or by attending the meeting and voting in person.

If a proxy is properly signed and is not revoked by the stockholder, the shares
it represents will be voted at the meeting in accordance with the instructions
of the stockholder. If the proxy is signed and returned without specifying
choices, the shares will be voted in favor of the election as director of the
nominee listed on the following pages, in favor of Proposal 2 and as recommended
by the Board of Directors with regard to all other matters, or if no such
recommendation is given, in their own discretion. Votes are tabulated at the
annual meeting by inspectors of election.

STOCK OWNERSHIP

The following table sets forth information as of March 23, 2001 relating to the
beneficial ownership of the Company's Common Stock by (i) those persons known to
the Company to beneficially own 5% or more of the Company's Common Stock, (ii)
each of the Company's directors, proposed directors and executive officers and
(iii) all of the Company's directors, proposed directors and executive officers
as a group. As used in this table, "beneficial ownership" means the sole or
shared power to vote, or to direct the voting of a security, or the sole or
shared investment power with respect to a security (i.e., the power to dispose,
or direct the disposition, of a security). Accordingly, the number of shares may
include shares owned by or for, among others, the wife, minor children or
certain other relatives of such individual, as well as other shares as to which
the individual has the right to acquire within 60 days after such date.

Number of Percentage
Name and Address of Beneficial Owner Shares Ownership
- ------------------------------------ ------ ---------

Floyd Warkol................................................ 844,000(1) 15.4%
Meadow Lane
Purchase, NY 10577

Burton Reyer................................................ 380,080(2) 6.9%
17 Foxwood Road
Kings Point, NY 11024

Allen & Company............................................. 312,500 5.7%
711 Fifth Avenue
New York, NY 10022

Robert Brussel.............................................. 33,500 *
365 Woodmere Blvd.
Woodmere, NY 11598

Stanley Kreitman............................................ 0 *
303 East 57th Street
New York, NY 10022

Daniel Spiegel.............................................. 5,000 *
351 Twin Lakes Road
Teconic, CT 06079

All executive officers and directors as a group (5 persons). 1,262,580 23.1%

- -------------------------
*Less than one percent.

(1) Includes 50,000 shares owned by the Floyd and Barbara Warkol Charitable
Foundation, of which Mr. Warkol is a Trustee.

(2) Includes 1,540 shares owned by Mr. Reyer's wife.

Executive Officer Table
-----------------------

NAME AGE TITLE
- ---- --- -----
Floyd Warkol 53 Chief Executive Officer, President, Secretary
and Chairman of the Board of Directors

Burton Reyer 66 Vice President and Director

Robert Brussel 58 Chief Financial Officer and Director

James F. Oliviero 54 General Counsel

Mr. Floyd Warkol has been principally employed as Chairman of the Board
since December 15, 1995 and as President, Secretary and Chief Executive Officer
of KSW and as Chairman and Chief Executive Officer of its subsidiary KSW
Mechanical Services, Inc. since January 1994.

Mr. Burton Reyer has been principally employed as Vice President and
Director of KSW and as President and Chief Operating Officer of its subsidiary
KSW Mechanical Services, Inc. since January 1994.

Mr. James F. Oliviero has been principally employed as General Counsel
of KSW and its subsidiary, KSW Mechanical Services, Inc. since February 1998.
From January 1994 until February 1998, he was employed as Director of Contract
Administration of KSW Mechanical Services, Inc.

AUDIT COMMITTEE REPORT

The Company's Audit Committee is comprised of the two independent
directors within the meaning of applicable New York Stock Exchange rules. The
Board has adopted a written charter, a copy of which is attached hereto as Annex
A, which governs the operation of the Audit Committee.

The Audit Committee has reviewed and discussed with management and
Marden Harrison & Kreuter, CPA's, LLP, the Company's independent accountants,
the Company's consolidated financial statements for the fiscal year ended
December 31, 2000. The Audit Committee also has discussed with the independent
accountants the matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication with Audit Committees).

The Company's independent accountants also provided to the Audit
Committee the written disclosures required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the Audit
Committee discussed with the independent accountants their independence.

Based upon its review of the audited financial statements and the
discussions noted above, the Committee recommended that the Board include the
audited consolidated financial statements in the Company's Annual Report on Form
10-K for the year ended December 31, 2000.

Daniel Spiegel
Stanley Kreitman

PROPOSAL NO. 1
ELECTION OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES

The Certificate of Incorporation of the Company provides that the Company's
business shall be managed by a Board of Directors of not less than three and not
more than twelve, with the exact number fixed by the Board of Directors from
time to time. The Board of Directors of the Company is divided into three
classes: Class I, Class II and Class III, with each class being as nearly equal
in number as possible. The directors in each class serve terms of three years
each and until their successors are elected and qualified.

The Board of Directors has unanimously nominated Floyd Warkol and Burton Reyer
for election as Class III Directors of the Company. Mr. Warkol is currently the
Chairman of the Board of Directors and Chief Executive Officer, President and
Secretary of the Company. Mr. Reyer is a Director and Vice President of the
Company. The nominees have consented to being named in this Proxy Statement and
to serve if elected. If a nominee becomes unable to accept nomination or
election, the persons named in the proxy may vote for substitute nominees
selected by the Board of Directors. The Company's management, however, has no
present reason to believe that the nominees will be unable to serve as
directors, if elected.

The By-Laws of the Company permit nominations of candidates for election to the
Board of Directors to be made by the Board of Directors or by any stockholder
entitled to vote for the election of directors. Nominations made by stockholders
(other than by the Board of Directors) must be made in writing and delivered or
mailed to the Company not less than 60 days prior to the date of a stockholders'
meeting. Such notice must include the same information, to the extent known to
the notifying stockholder, as that required to be stated by the Company in its
Proxy Statement with respect to the nominees of the Board of Directors. Any
nominations which are not made in this manner or any votes cast at the Meeting
for any candidate not duly nominated may be disregarded by the chairman of the
Meeting.

If a quorum is present and voting, the two nominees receiving the highest number
of votes will be elected to the Board of Directors. Abstentions and broker
non-votes are not counted in the election of directors.

Nominees

The following table sets forth certain information concerning the nominees for
election as Class III Directors of the Company and the continuing Class I and
Class II Directors of the Company.

Principal Occupation or Position,
Name Age Other Directorships Since
- ------------------------------- --- ---------------------------------- -----

NOMINEES AS CLASS III DIRECTORS
TO SERVE UNTIL 2004

Floyd Warkol....................................... 53 Chairman of the Board of Directors, 1994
Chief Executive Officer, President
and Secretary
Burton Reyer...................................... 66 Vice President and Director 1994

CONTINUING CLASS II DIRECTORS
TO SERVE UNTIL 2002

Stanley Kreitman................................ 67 Director 1999
Daniel Spiegel................................... 75 Director 1996

CONTINUING CLASS I DIRECTOR
TO SERVE UNTIL 2003

Robert Brussel.................................. 58 Chief Financial Officer, Director 1994

The Company is not aware of any family relationship between any
director, nominee for director or executive officer of the Company.

Mr. Floyd Warkol has been principally employed as Chairman of the Board
since December 15, 1995 and as President, Secretary and Chief Executive Officer
of the Company and as Chairman and Chief Executive Officer of its subsidiary,
KSW Mechanical Services, Inc. ("KSW Mechanical"), since January 1994.

Mr. Burton Reyer has been principally employed as Vice President and
Director of the Company since December 15, 1995 and Chief Operating Officer of
its subsidiary KSW Mechanical since January 1994.

Mr. Robert Brussel has been principally employed as Chief Financial
Officer and Director of the Company and Chief Financial Officer of its
subsidiary KSW Mechanical since January 1994.

Mr. Daniel Spiegel has been a Director of the Company since January
1996. He had been principally employed as Senior Vice President of Tishman
Realty & Construction Company, Inc. from 1970 until March 1995. He is presently
a consultant to various construction-related companies.

Mr. Stanley Kreitman was elected to the Board of Directors on May 18,
1999. Effective February 18, 1999, Mr. Kreitman had been appointed as an interim
Director. Since 1994, Mr. Kreitman has been Chairman of Manhattan Associates, an
investment firm and is a Board member of the N.Y.C. Department of Corrections.
He is a published author and lecturer on business investment matters. He is a
member of the Board of Directors of Medallion Funding Corp. (NASDAQ), Ports
Systems Corp. (AMEX) and CCA Industries, Inc. (NASDAQ).

Board Meetings and Committees

The Board of Directors held a total of four meetings in 2000, with each director
present at all meetings. The Board of Directors has a Compensation Committee and
an Audit Committee comprised of non-employee directors, Messrs. Kreitman and
Spiegel. The functions of the Compensation Committee include: study and analysis
of and recommendations to the Board concerning salaries, incentives and other
forms of compensation for directors, officers and other employees of the
Company; and administrative oversight of various incentive compensation and
benefit plans. The functions of the Audit Committee include: reviewing with the
independent auditors the plan and results of the auditing engagement; reviewing
the scope and results of the Company's procedures for internal auditing;
reviewing the independence of the auditors; considering the range of audit and
non-audit services; and reviewing the adequacy of the Company's system of
internal accounting controls.

There was a meeting of the Audit Committee and of the Compensation Committee on
December 12, 2000.

Compensation of Directors

No fees were paid for attendance by employee directors at Board Committee
meetings. During 2000, the Company paid its non-employee Directors each an
annual fee of $12,000.

EXECUTIVE COMPENSATION
ANNUAL COMPENSATION
-------------------

Name and Principal Position Fiscal Year Salary Bonus
- --------------------------- ----------- ------ -----

Floyd Warkol............................... 2000 $420,000 $0
Chairman of the Board, President, Secretary 1999 $420,000 $252,605
and Chief Executive Officer 1998 $600,000 $0

Burton Reyer............................... 2000 $240,000 $0
Vice President and Director 1999 $240,000 $146,245
1998 $350,000 $0

Robert Brussel ............................ 2000 $145,000 $30,000
Chief Financial Officer and Director 1999 $135,000 $37,500
1998 $135,000 $0

James Oliviero............................. 2000 $160,000 $30,000
General Counsel 1999 $150,000 $37,500
and Director of Investor Relations 1998 $150,000 $0

Employment Agreements

The Company and KSW Mechanical entered into a two-year employment
contract and a noncompetition agreement with Mr. Warkol for the term of January
1, 1999 thru December 31, 2000. The employment contract provided for base annual
compensation of $420,000. In addition, Mr. Warkol was entitled to receive, each
year, an amount equal to 9.5% of the Company's annual profits, before taxes,
which are in excess of $250,000. For the purposes of computing the amount due
Mr. Warkol, annual pretax profits excluded the effect of any income or expense
on the Co-op City project, and excluded any bonuses due to Mr. Warkol or Mr.
Reyer. Mr. Warkol was entitled to medical insurance, disability insurance with
payments equal to 60% of base compensation, a $1 million policy of life
insurance payable as directed by the employee (at a cost of $3,595 per year) and
a car with a chauffeur. Mr. Warkol was entitled to terminate his employment for
"good reason," i.e., a substantial change in the nature or status of his
responsibilities or the person to whom he reported in which event he was
entitled to receive full pay and benefits for the remainder of the term of the
contract. The Company was not entitled to discharge Mr. Warkol for disability
until he had been disabled for 180 consecutive days. Mr. Warkol's estate was
entitled to two months pay in the event of his death. Mr. Warkol agreed that he

will not compete in the mechanical contracting business in the New York City
metropolitan area for the term of his employment contract and for two years
thereafter.

The Company and KSW Mechanical entered into a two-year employment
contract and a noncompetition agreement with Mr. Reyer for the term January 1,
1999 thru December 31, 2000. The employment contract provided for base annual
compensation of $240,000. In addition, Mr. Reyer was entitled to receive an
amount each year, equal to 5.5% of the Company's annual profits, before taxes,
which are in excess of $250,000. For the purposes of computing the amount due
Mr. Reyer, annual pretax profits excluded the effect of any income or expense on
the Co-op City project and shall exclude any bonuses due Mr. Reyer and Mr.
Warkol. Mr. Reyer was entitled to medical insurance, disability insurance with
payments equal to 60% of base compensation and a $500,000 policy of life
insurance payable as directed by the employee. Mr. Reyer was entitled to
terminate his employment for good reason, i.e., a substantial change in the
nature or status of his responsibilities or the person to whom he reports, in
which event he is entitled to receive full pay and benefits for the remainder of
the term of the contract. The Company was not entitled to discharge Mr. Reyer
for disability until he has been disabled for 180 consecutive days. Mr. Reyer's
estate was entitled to two months pay in the event of his death. Mr. Reyer
agreed that he will not compete in the mechanical contracting business in the
New York City metropolitan area for the term of his employment contract and for
two years thereafter.

While the Company has not entered into new written employment
agreements with Mr. Warkol or Mr. Reyer for periods following December 31, 2000,
they continue to receive the same financial renumeration as under their
respective prior employment agreements.

OPTION/SAR GRANTS IN 2000

Individuals Grants
------------------------------------------------------ Potential Realizable
Percent of Value
Number of Total at Assumed Annual Grant Date Value
Securities Options/SARs Exercise Rates of Stock Price -----
Underlying Granted to or Base Appreciation for Grant Date
Options/SARs Employees in Price Expiration Option Term ($) Present Value($)
--------------- ----------------
Name Granted (#) Fiscal Year ($/Sh) Date 5% 10%
---- ----------- ----------- ------ ---- -- ---

Floyd Warkol...... 0 0% $0 N/A 0 0 N/A

Burton Reyer...... 0 0% $0 N/A 0 0 N/A

Robert Brussel.... 0 0% $0 N/A 0 0 N/A

James Oliviero 0 0% $0 N/A 0 0 N/A

Daniel Spiegel 0 0% $0 N/A 0 0 N/A

Stanley Kreitman 0 0% $0 N/A $0 $0 N/A

AGGREGATED OPTION/SAR EXERCISES IN 2000
AND OPTION/SAR VALUES AT DECEMBER 31, 2000

Number of Securities Underlying
Shares Acquired Unexercised Options/SARs Value of Unexercised in-the-Money
Name on Exercise (#) Value Realized ($) at Fiscal Year-End (#) Options/SARs at Fiscal Year-End ($)
- ---- --------------- ------------------ ---------------------- -----------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------

Floyd Warkol........ 0 0 300,000 0 N.A. N.A.
Burton Reyer........ 0 0 150,000 0 N.A. N.A.
Robert Brussel...... 0 0 25,000 0 N.A. N.A.
James Oliviero...... 0 0 20,000 0 N.A. N.A.
Daniel Spiegel 0 0 20,000 0 N.A. N.A.
Stanley Kreitman 0 0 6,667 13,333 N.A. N.A.

Certain Related Party Transactions

Floyd Warkol, President of the Company, and a foundation he controls jointly are
the landlord on the Company's lease in Bronx, New York. The lease payments on
such property were $103,000 for 2000.

Indemnification

The Certificate of Incorporation provides that a director or officer of the
Company may be indemnified by the Company to the full extent permitted by the
Delaware General Corporation Law or any other applicable law.

Compensation Committee Interlocks and Insider Participation

Messrs. Spiegel and Kreitman serve on our compensation committee.

Compliance with Section 16 (a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities and Exchange Act of 1934 (the "Exchange Act")
requires the Company's executive officers and directors, and persons who own
more than ten percent of a registered class of the Company's equity securities
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission and the National Association of Securities Dealers, Inc.
Executive officers, directors and greater than ten percent stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely on its review of the copies of such forms
received by it, or written representation from certain reporting persons, the
Company believes that all executive officers and directors of the Company
complied with all applicable filing requirements.

REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

The following report submitted by the Compensation Committee of the Board of
Directors (the "Compensation Committee"), provides information regarding
policies and practices concerning compensation of the Chief Executive Officer
and other executive officers.

Report of the Compensation Committee of the Board of Directors

The Company's Compensation Committee has the responsibility for setting the
compensation paid to the Chief Executive Officer and the President. The
Compensation Committee, which is comprised of the two non-employee Directors of
the Company, determines the amount of shares and exercise prices for any stock
option grants under the Company's 1995 Stock Option Plan. The Compensation
Committee is responsible for recommending to the Board the overall compensation
plans which govern the compensation of the key executive officers, including the
Chief Executive Officer of the Company. Executives are provided with a
combination of one or more of the following types of compensation: salary,
annual bonus and at the Committee's discretion grant of options under the
Company's 1995 Stock Option Plan.

Salary: Based upon the recommendations of the Compensation Committee, as of
January 1, 1999 the Board of Directors authorized the Company to enter into
employment agreements with Messrs. Warkol and Reyer under the terms described
above under the heading "Employment Agreements." Except for the Chief Executive
Officer and President, all executive officers are provided with a fixed annual
salary that is reviewed on an annual basis by the Chief Executive Officer.
Salary and increases in salary are determined partially by comparison of the
executive's salary to salaries for similar positions at comparable companies,
the executive's annual performance review, the value of contributions made by
the executive and the executive's and the Company's performance in relation to
goals established at the beginning of the period.

In addition to considering the above factors when setting compensation
increases, the Chief Executive Officer also considers the overall financial
health of the Company.

Annual Bonus: The Company also attempts to motivate its executives to make
contributions of outstanding value by providing them the opportunity to earn an
annual bonus. These bonuses, if paid, can represent a significant portion of the
executive's compensation.

The Chief Executive Officer determines the total pool of bonus dollars which can
be allocated. Each executive can earn a percentage of the bonus dollars based on
the achievement of Company and their organization's goals: For all executives,
except Mr. Warkol and Mr. Reyer, the executive's achievements in relation to
established goals are evaluated by the Chief Executive Officer.

Mr. Warkol's and Mr. Reyer's performances are evaluated by the Compensation
Committee. The compensation and bonuses paid to Mr. Warkol and Mr. Reyer for
2000 were determined in accordance with their respective Employment Agreements,
as described above. The compensation paid to executive officers is not
determined by reference to any formulas but is determined by the Compensation
Committee's evaluation of the particular officer's ability to influence the
long-term growth and profitability of the Company. The Committee also considers
the Company's performance against certain of its competitors, its general
performance against internal goals established by management and the executive's
relative contribution thereto. The salaries and bonuses paid to executive
officers during 2000 are described in the Executive Compensation Table (above).

Stock Option and Other Equity Plan; Compensation of the Chief Executive Officer

The Committee endorses the view that the value of compensation paid to its
executive officers, and the Chief Executive Officer in particular, should be
closely linked to increases in the value of the Common Stock. Accordingly, the
Committee supports option awards under the Company's 1995 Stock Option Plan. The
Stock Option Plan is administered by a Committee appointed by the Board of
Directors (each herein called the "Compensation Committee"). All key employees
of, consultants to, and certain nonemployee Directors of the Company, as may be
determined by the Compensation Committee from time to time, are eligible to
receive options under the Stock Option Plan. No options were issued in 2000.

This report is submitted by the members of the Compensation Committee.

Daniel Spiegel
Stanley Kreitman

PERFORMANCE TABLE

The following performance table is being provided showing trading of the
Company's Common Stock on the NASDAQ Electronic Bulletin Board during 2000.

Quarter High Low
------- ---- ---

First.................................. $ 2.68 $ 1.34
Second................................. 2.37 2.06
Third.................................. 2.12 2.06
Fourth................................. 2.12 1.44

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has selected Marden Harrison & Kreuter, CPA's P.C.,
certified public accountants, as the Company's independent auditors for the
fiscal year ending December 31, 2001, subject to ratification of such
appointment by the stockholders. In the event of a negative vote on
ratification, the Board of Directors will reconsider its selection.

Marden Harrison & Kreuter conducted the audit of the financial statements of the
Company and KSW Mechanical for the fiscal years ended December 31, 1998, 1999,
and 2000.

AUDIT FEES

During 2000, the firms auditors, Marden, Harrison & Kreuter, CPA's P.C. billed a
total of $ 58,000.00 for fees for professional services rendered for the audit
of the Company's annual financial statements for 2000 and the reviews of the
financial statements included in the Company's Form 10Q's for 2000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

During 2000, the firms principal accountant, Marden, Harrison & Kreuter, CPA's
P.C., billed a total of $ 17,000.00 for services rendered in connection with the
design and implementation of the Company's computerized Financial Information
Systems.

It is expected that a representative of Marden Harrison & Kreuter will be
present at the Annual Meeting of Stockholders with the opportunity to make a
statement if such representative so desires and to respond to appropriate
questions.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF MARDEN, HARRISON & KREUTER, CPA's P.C., AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE 2000 FISCAL YEAR.

OTHER MATTERS

As of the date of this Proxy Statement, the Company knows of no other matter to
be submitted at the meeting. If any other matters properly come before the
meeting, it is the intention of the persons named in the enclosed form of Proxy
to vote the proxy on such matters in accordance with their judgment.

STOCKHOLDER PROPOSALS

The Company's By-Laws provide that a stockholder of the Company who intends to
nominate persons for election as Directors or introduce other proposals from the
floor of an Annual Meeting of Stockholders follow certain notice and disclosure
requirements. Proposals of stockholders of the Company that are intended to be
presented by such stockholders at the Company's 2002 Annual Meeting of
Stockholders must be received by the Company no later than January 26, 2002 in
order that they may be considered for inclusion in the proxy statement and form
of proxy relating to that meeting.

The By-Laws provision requires a stockholder introducing a proposal at an Annual
Meting to notify the Company of such intention not less than 60 days prior to
the date of the Annual Meeting. If the Company has given less than 75 days

public notice of the date of the Annual Meeting, the stockholder must give such
notice so that it is received by the Company not later than 10 days after the
public notice is given or the Proxy Statement is mailed. The stockholder's
notice must give the information specified in the By-Laws, including information
about the stockholder making the proposal, the number of shares such stockholder
owns and any interest such stockholder may have in the subject of the proposal.
If such stockholder will be nominating persons for election as Directors,
certain information specified in the By-Laws must also be given about the
nominee and the nominee's interest in the Company.

ANNUAL REPORT

Upon written request of any stockholder, a copy of the Company's Annual Report
on Form 10-K for the year ended December 31, 2000, including a list of the
exhibits thereto, as filed with the Securities and Exchange Commission, may be
obtained, without charge, from James Oliviero, Assistant Secretary, KSW, Inc.,
37-16 23rd Street, Long Island City, New York 11101. Each request must set forth
a good faith representation that, as of the record date, the person making the
request was a beneficial owner of the Company's Common Stock entitled to vote at
the meeting.

By order of the Board of Directors

/s/ James Oliviero

James Oliviero
Assistant Secretary

Please remember to mark, sign, date and return the enclosed Proxy Card in the
enclosed postage-paid envelope so that your important vote will be counted at
the Annual Meeting.