UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

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


     Date of report (Date of earliest event reported)     February 28, 2006
                                                      --------------------------

                                    KSW, INC.
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             (Exact Name of Registrant as Specified in Its Charter)


                                    DELAWARE
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                 (State or Other Jurisdiction of Incorporation)


         0-27290                                          11-3191686
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(Commission File Number)                       (IRS Employer Identification No.)


            37-16 23RD STREET
       LONG ISLAND CITY, NEW YORK                                    11101
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(Address of Principal Executive Offices)                          (Zip Code)


                                 (718) 361-6500
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              (Registrant's Telephone Number, Including Area Code)


                                 NOT APPLICABLE
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          (Former Name or Former Address, if Changed Since Last Report)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))


ITEM 2.02.   RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         This information shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.

         On February 28, 2006, KSW, Inc. issued a press release announcing its
preliminary fourth quarter and year end financial results for 2005. A copy of
the press release is furnished as Exhibit 99.1 to this report and is
incorporated herein by reference.


ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1            Press Release of KSW, Inc., dated February 28, 2006, reporting
                KSW's preliminary fourth quarter and year end financial results
                for 2005.

















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                                   SIGNATURES

           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 hereunto duly authorized.


                                        KSW, INC.


                                        By:  /s/ RICHARD W. LUCAS
                                             ----------------------------------
                                             Name: Richard W. Lucas
                                             Title: Chief Financial Officer




Date: February 28, 2006
















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                                  EXHIBIT INDEX


EXHIBIT NO.                                DESCRIPTION
- -----------                                -----------

99.1            Press Release of KSW, Inc., dated February 28, 2006, reporting
                KSW's preliminary fourth quarter and year end financial results
                for 2005.




























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