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

                                    FORM 8-K

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


Date of Report (Date of earliest event reported) April 12, 2005 (March 31, 2005)
                                                 -------------------------------

                     Conversion Services International, Inc.
            ---------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                      0-30420                  20-1010495
---------------------------     ------------------------     -------------------
(State or other jurisdiction    (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)


                100 Eagle Rock Avenue                      07936
              East Hanover, New Jersey
      ----------------------------------------        -----------------
      (Address of principal executive offices)           (Zip Code)



Registrant's telephone number, including area code   (973) 560-9400
                                                     ---------------------------

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))


                                       1
<PAGE>

ITEM 4.02   NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL  STATEMENTS OR A RELATED
            AUDIT REPORT OR COMPLETED INTERIM REVIEW

(a) On April 12, 2005, Conversion Services  International,  Inc. (the "Company")
issued a press release announcing that it will restate its financial  statements
for the quarters ended March 31, 2004,  June 30, 2004 and September 30, 2004 and
such financial  statements should not be relied upon. These quarterly  financial
statements will be restated as a result of revised accounting  treatment related
to the  purchase  accounting  for the  Company's  2004  acquisitions  of DeLeeuw
Associates,  Inc.  ("DeLeeuw")  and Evoke  Software  Corporation  ("Evoke") , to
revise the accounting for a deferred tax liability  recorded in connection  with
the DeLeeuw Associates acquisition, and certain merger costs associated with the
reverse merger with LCS Group,  Inc. A description of the principal  adjustments
resulting  from the  restatement  is set forth in the press  release,  a copy of
which is attached to this Current Report. The Company's determination to account
for the  transaction  as set forth in the press release was made by the Board of
Directors  of the Company on March 31,  2005 was  discussed  with the  Company's
independent registered public accounting firm.

      As a  result  of  comments  received  from  the  Securities  and  Exchange
Commission  ("SEC") in connection with the review of the Company's  Registration
Statement on Form SB-2,  File No.  333-115243,  the Company made the decision to
change its accounting  treatment as previously  recorded for the acquisitions of
both  DeLeeuw  and Evoke.  The  original  purchase  accounting  for the  DeLeeuw
acquisition  was reported by the Company in its Quarterly  Report on Form 10-QSB
for the quarter  ended  March 31, 2004 (filed with the SEC on May 21,  2004) and
the purchase accounting for the Evoke acquisition was originally reported in the
Company's  Quarterly  Report on Form 10-QSB for the quarter  ended June 30, 2004
(filed with the SEC on August 23, 2004). This change requires restatement of the
Company's  Quarterly  Reports  for the  periods  ending  March  31,  June 30 and
September 30, 2004,  and amended  Quarterly  Reports for those periods are being
filed simultaneously with this Current Report.

      The restatement relates to the following two accounting transactions:

      o     In accordance  with SFAS 141,  paragraph 22, the quoted market price
of the Company's equity securities issued to effect the business combinations of
DeLeeuw  and  Evoke  should  be  used  to  estimate  the  fair  value  of  these
acquisitions.  Additionally, the Company has evaluated EITF 99-12 "Determination
of the Measurement Date for the Market Price of Acquirer  Securities Issued in a
Purchase Business Combination" based upon $0.22 and $0.18 per share stock value,
which is based on the market price of the Company's securities over a reasonable
period of time before and after the terms of the DeLeeuw and Evoke  acquisitions
were  agreed  to  and   announced  on  February  26,  2004  and  May  27,  2004,
respectively.  The Company previously used an alternative method for valuing the
stock issued by the Company in these transactions; and

      o     The Company  recorded an intangible asset as a result of the DeLeeuw
acquisition and initially  classified  this asset as having an indefinite  life.
The Company has revised the classification of this intangible asset and assigned
a  definitive  life to the  asset.  As a result  of this  change,  approximately
$92,000 of additional  amortization  expense was recorded by the Company  during
the nine months ended September 30, 2004.

      Management has determined that the matters  discussed  above,  among other
factors, constitute a material weakness in the Company's disclosure controls and
procedures. As a


                                       2
<PAGE>

result,  management  has  determined  the  Company  did not  maintain  effective
disclosure controls and procedures  regarding its purchase accounting related to
its acquisitions in 2004. The material  weakness and management's  conclusion as
to the effectiveness of the Company's disclosure controls and procedures will be
disclosed in Item 8A of Part II of the Company's Annual Report on 10-KSB.

      The Company has performed its impairment review as of December 31, 2004 in
connection  with the DeLeeuw and Evoke  acquisitions as restated and expects its
impairment charge for the year ended December 31, 2004 to be approximately $23.3
million.

      As a result of these  corrections,  management  has  recommended,  and the
Board of Directors has approved,  the  restatement of each of the quarters ended
March 31, 2004,  June 30, 2004 and  September  30, 2004 through the filing of an
amended Form 10-QSB for each of these  quarters.  In addition,  the Company will
also incorporate  these corrections for its fourth quarter and fiscal year ended
December  31, 2004 in its Annual  Report on Form 10-KSB which it intends to file
within the next several days.


ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits.

Exhibit Number    Description
--------          ----------------------------------------
99.1              Press Release dated April 12, 2005


Statements  contained  in  this  Current  Report  on  Form  8-K,  which  are not
historical facts, are forward-looking  statements as that term is defined in the
Private  Securities   Litigation  Reform  Act  of  1995.  These  forward-looking
statements are based largely on current expectations and are subject to a number
of known and unknown risks,  uncertainties  and other factors beyond our control
that could  cause  actual  events and  results to differ  materially  from these
statements.  These  statements  are not  guarantees of future  performance,  and
readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which speak only as of the date of this  release.  We  undertake no
obligation to update publicly any forward-looking statements.

                                      # # #


                                       3
<PAGE>

                                   SIGNATURES

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


April 12, 2005                     CONVERSION SERVICES INTERNATIONAL, INC.


                                   By: /s/ Scott Newman
                                       ----------------------------------
                                   Name:  Scott Newman
                                   Title: President and Chief Executive Officer


                                       4
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

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

Date of Report (Date of earliest event reported) April 12, 2005 (March 31, 2005)
                                                 -------------------------------

                     Conversion Services International, Inc.
            ---------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                      0-30420                  20-1010495
---------------------------     ------------------------     -------------------
(State or other jurisdiction    (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)

                100 Eagle Rock Avenue                      07936
              East Hanover, New Jersey
      ----------------------------------------        -----------------
      (Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code   (973) 560-9400
                                                     ---------------------------

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))

                                       1
ITEM 4.02   NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL  STATEMENTS OR A RELATED
            AUDIT REPORT OR COMPLETED INTERIM REVIEW

(a) On April 12, 2005, Conversion Services  International,  Inc. (the "Company")
issued a press release announcing that it will restate its financial  statements
for the quarters ended March 31, 2004,  June 30, 2004 and September 30, 2004 and
such financial  statements should not be relied upon. These quarterly  financial
statements will be restated as a result of revised accounting  treatment related
to the  purchase  accounting  for the  Company's  2004  acquisitions  of DeLeeuw
Associates,  Inc.  ("DeLeeuw")  and Evoke  Software  Corporation  ("Evoke") , to
revise the accounting for a deferred tax liability  recorded in connection  with
the DeLeeuw Associates acquisition, and certain merger costs associated with the
reverse merger with LCS Group,  Inc. A description of the principal  adjustments
resulting  from the  restatement  is set forth in the press  release,  a copy of
which is attached to this Current Report. The Company's determination to account
for the  transaction  as set forth in the press release was made by the Board of
Directors  of the Company on March 31,  2005 was  discussed  with the  Company's
independent registered public accounting firm.

      As a  result  of  comments  received  from  the  Securities  and  Exchange
Commission  ("SEC") in connection with the review of the Company's  Registration
Statement on Form SB-2,  File No.  333-115243,  the Company made the decision to
change its accounting  treatment as previously  recorded for the acquisitions of
both  DeLeeuw  and Evoke.  The  original  purchase  accounting  for the  DeLeeuw
acquisition  was reported by the Company in its Quarterly  Report on Form 10-QSB
for the quarter  ended  March 31, 2004 (filed with the SEC on May 21,  2004) and
the purchase accounting for the Evoke acquisition was originally reported in the
Company's  Quarterly  Report on Form 10-QSB for the quarter  ended June 30, 2004
(filed with the SEC on August 23, 2004). This change requires restatement of the
Company's  Quarterly  Reports  for the  periods  ending  March  31,  June 30 and
September 30, 2004,  and amended  Quarterly  Reports for those periods are being
filed simultaneously with this Current Report.

      The restatement relates to the following two accounting transactions:

      o     In accordance  with SFAS 141,  paragraph 22, the quoted market price
of the Company's equity securities issued to effect the business combinations of
DeLeeuw  and  Evoke  should  be  used  to  estimate  the  fair  value  of  these
acquisitions.  Additionally, the Company has evaluated EITF 99-12 "Determination
of the Measurement Date for the Market Price of Acquirer  Securities Issued in a
Purchase Business Combination" based upon $0.22 and $0.18 per share stock value,
which is based on the market price of the Company's securities over a reasonable
period of time before and after the terms of the DeLeeuw and Evoke  acquisitions
were  agreed  to  and   announced  on  February  26,  2004  and  May  27,  2004,
respectively.  The Company previously used an alternative method for valuing the
stock issued by the Company in these transactions; and

      o     The Company  recorded an intangible asset as a result of the DeLeeuw
acquisition and initially  classified  this asset as having an indefinite  life.
The Company has revised the classification of this intangible asset and assigned
a  definitive  life to the  asset.  As a result  of this  change,  approximately
$92,000 of additional  amortization  expense was recorded by the Company  during
the nine months ended September 30, 2004.

      Management has determined that the matters  discussed  above,  among other
factors, constitute a material weakness in the Company's disclosure controls and
procedures. As a

                                       2
result,  management  has  determined  the  Company  did not  maintain  effective
disclosure controls and procedures  regarding its purchase accounting related to
its acquisitions in 2004. The material  weakness and management's  conclusion as
to the effectiveness of the Company's disclosure controls and procedures will be
disclosed in Item 8A of Part II of the Company's Annual Report on 10-KSB.

      The Company has performed its impairment review as of December 31, 2004 in
connection  with the DeLeeuw and Evoke  acquisitions as restated and expects its
impairment charge for the year ended December 31, 2004 to be approximately $23.3
million.

      As a result of these  corrections,  management  has  recommended,  and the
Board of Directors has approved,  the  restatement of each of the quarters ended
March 31, 2004,  June 30, 2004 and  September  30, 2004 through the filing of an
amended Form 10-QSB for each of these  quarters.  In addition,  the Company will
also incorporate  these corrections for its fourth quarter and fiscal year ended
December  31, 2004 in its Annual  Report on Form 10-KSB which it intends to file
within the next several days.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits.

Exhibit Number    Description
--------          ----------------------------------------
99.1              Press Release dated April 12, 2005

Statements  contained  in  this  Current  Report  on  Form  8-K,  which  are not
historical facts, are forward-looking  statements as that term is defined in the
Private  Securities   Litigation  Reform  Act  of  1995.  These  forward-looking
statements are based largely on current expectations and are subject to a number
of known and unknown risks,  uncertainties  and other factors beyond our control
that could  cause  actual  events and  results to differ  materially  from these
statements.  These  statements  are not  guarantees of future  performance,  and
readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which speak only as of the date of this  release.  We  undertake no
obligation to update publicly any forward-looking statements.

                                      # # #

                                       3
SIGNATURES

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

April 12, 2005                     CONVERSION SERVICES INTERNATIONAL, INC.

                                   By: /s/ Scott Newman
                                       ----------------------------------
                                   Name:  Scott Newman
                                   Title: President and Chief Executive Officer

                                       4