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)  December 19, 2008
                                                --------------------------------

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

                                    Delaware
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

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

            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)

                                 Not Applicable
--------------------------------------------------------------------------------
          (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))
<PAGE>

Item 7.01.    Regulation FD Disclosure

       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 December 19, 2008, the Company issued a press release announcing a buy
back of up to $1 million of its common stock.

Safe Harbor Statement

Certain statements contained in this press release 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  phrases  such  as
"believe",  "expect",  "anticipate",   "intend",  "plan",  "foresee",  "likely",
"should",  "will"  or other  similar  words  or  phrases.  Such  forward-looking
statements  concerning  management's  expectations  and  other  similar  matters
involve known and unknown risks,  uncertainties and other important factors that
could cause the actual  results to differ  materially  from any future  results,
performance  or  achievements  discussed  or  implied  by  such  forward-looking
statements.  Such risks,  uncertainties,  and other important factors that could
cause  actual  results to differ  materially  from  expectation  of the  Company
include,  among others,  the outcome of the year-end audit and further  internal
review of the Company's  historical financial  statements.  All written and oral
forward-looking  statements of or  attributable to the Company or persons acting
on behalf of the Company are qualified in their  entirety by such  factors.  The
Company  disclaims  any  obligation  or  undertaking  to provide  any updates or
revisions  to  any  forward-looking  statement  to  reflect  any  change  in the
Company's  expectations or any change in events,  conditions or circumstances on
which the forward-looking statement is based.
<PAGE>

Item 9.01.    Financial Statements and Exhibits

(d)           Exhibits.

99.1          Press Release of KSW, Inc., dated December 19, 2008, announcing a
              buy back of up to $1 million of its common stock.
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                             Description

99.1          Press Release of KSW, Inc., dated December 19, 2008, announcing a
              buy back of up to $1 million of its common stock.
<PAGE>

                                   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/ Floyd Warkol
                                                     ---------------------------
                                                  Name:  Floyd Warkol
                                                  Title: Chief Executive Officer

Date: December 19, 2008
[{"type": "8-K", "sequence": "1", "filename": "ksw81040.txt", "secsgml_size_bytes": 5633}]
{"company-data": {"conformed-name": "KSW INC", "cik": "0001004125", "assigned-sic": "5070", "irs-number": "113191686", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-32865", "film-number": "081260837"}, "business-address": {"street1": "37-16 23RD ST", "city": "LONG ISLAND CITY", "state": "NY", "zip": "11101", "phone": "7183616500"}, "mail-address": {"street1": "37-16 23RD STREET", "city": "LONG ISLAND CITY", "state": "NY", "zip": "11101"}}
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)  December 19, 2008
                                                --------------------------------

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

                                    Delaware
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

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

            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)

                                 Not Applicable
--------------------------------------------------------------------------------
          (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 7.01.    Regulation FD Disclosure

       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 December 19, 2008, the Company issued a press release announcing a buy
back of up to $1 million of its common stock.

Safe Harbor Statement

Certain statements contained in this press release 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  phrases  such  as
"believe",  "expect",  "anticipate",   "intend",  "plan",  "foresee",  "likely",
"should",  "will"  or other  similar  words  or  phrases.  Such  forward-looking
statements  concerning  management's  expectations  and  other  similar  matters
involve known and unknown risks,  uncertainties and other important factors that
could cause the actual  results to differ  materially  from any future  results,
performance  or  achievements  discussed  or  implied  by  such  forward-looking
statements.  Such risks,  uncertainties,  and other important factors that could
cause  actual  results to differ  materially  from  expectation  of the  Company
include,  among others,  the outcome of the year-end audit and further  internal
review of the Company's  historical financial  statements.  All written and oral
forward-looking  statements of or  attributable to the Company or persons acting
on behalf of the Company are qualified in their  entirety by such  factors.  The
Company  disclaims  any  obligation  or  undertaking  to provide  any updates or
revisions  to  any  forward-looking  statement  to  reflect  any  change  in the
Company's  expectations or any change in events,  conditions or circumstances on
which the forward-looking statement is based.
Item 9.01.    Financial Statements and Exhibits

(d)           Exhibits.

99.1          Press Release of KSW, Inc., dated December 19, 2008, announcing a
              buy back of up to $1 million of its common stock.
EXHIBIT INDEX

Exhibit No.                             Description

99.1          Press Release of KSW, Inc., dated December 19, 2008, announcing a
              buy back of up to $1 million of its common stock.
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/ Floyd Warkol
                                                     ---------------------------
                                                  Name:  Floyd Warkol
                                                  Title: Chief Executive Officer

Date: December 19, 2008