As filed with the Securities and Exchange Commission on February 9, 2006
                                                 Registration No. 333-_________
================================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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


           DELAWARE                                      11-3191686
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                37-16 23RD STREET
                        LONG ISLAND CITY, NEW YORK 11101
                                 (718) 361-6500
               (Address, Including Zip Code, and Telephone Number,
         including Area Code, of Company's Principal Executive Offices)

                   AMENDED 1995 STOCK OPTION PLAN OF KSW, INC.
                              (Full Title of Plan)
                                JAMES F. OLIVIERO
                                 GENERAL COUNSEL
                                    KSW, INC.
                                37-16 23RD STREET
                        LONG ISLAND CITY, NEW YORK 11101
                                 (718) 361-6500
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)

<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE

==============================================================================================================================
                                                                        Proposed               Proposed
                                                Amount to be        Maximum Offering      Maximum Aggregate       Amount of
 Title of Securities to be Registered          Registered(1)       Price Per Share(2)     Offering Price(2)   Registration Fee
------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                  <C>                    <C>                 <C>
Common Stock, par value $0.01 per share       1,085,000 shares            $2.54             $2,755,900.00          $295.00
==============================================================================================================================
</TABLE>

(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended,
         there shall also be deemed registered hereby such additional number of
         shares of Common Stock of the Registrant as may be offered or issued to
         prevent dilution resulting from stock splits, stock dividends or
         similar transactions.

(2)      Calculated solely for the purpose of determining the registration fee
         pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of
         1933, based upon (i) a weighted average exercise price of $1.65 per
         share for 656,667 shares underlying outstanding stock options to be
         registered pursuant to this Registration Statement and (ii) the average
         of the high and low sales prices of the Common Stock on the
         Over-the-Counter Bulletin on February 3, 2006, of $3.90 per share for
         the remaining 428,333 shares to be registered pursuant to this
         registration statement. Of the 656,667 shares underlying outstanding
         stock options: (a) 526,667 options with an exercise price of $1.66 per
         share were granted on December 28, 1995 (as such options were amended
         on August 8, 2005); (b) 50,000 options with an exercise price of $1.50
         per share were granted on October 25, 1999; and (c) 80,000 options with
         an exercise price of $1.66 per share were granted on August 8, 2005.

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

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the U.S. Securities and Commission
(the "Commission") by KSW, Inc. (the "Company") (Commission File No. 0-27290),
are incorporated herein by reference:

     o    the Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2004;

     o    the Company's Quarterly Report on Form 10-Q for the quarterly period
          ended March 31, 2005;

     o    the Company's Quarterly Report on Form 10-Q for the quarterly period
          ended June 30, 2005;

     o    the Company's Quarterly Report on Form 10-Q for the quarterly period
          ended September 30, 2005;

     o    the Company's Current Reports on Form 8-K filed with the Commission on
          December 6, 2005, October 20, 2005, September 15, 2005 and April 13,
          2005; and

     o    the description of the Company's common stock, par value $0.01 per
          share, contained in the Company's Registration Statement on Form 10
          filed with the Commission, pursuant to Section 12(g) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), on November 24,
          1995, including any amendment or report filed for the purpose of
          updating such description.

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Unless expressly incorporated into this
Registration Statement, a report (or portion thereof) furnished on Form 8-K
shall not be incorporated by reference into this Registration Statement. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supercedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement. Copies of these documents are not required to be filed with this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters in connection with the issuance and sale of the
securities offered hereby will be passed upon for the Company by James F.
Oliviero, General Counsel and Director of Investor Relations of the Company. Mr.
Oliviero is a full-time employee of the Company and is entitled to participate
in the Amended 1995 Stock Option Plan of the Company. Mr. Oliviero beneficially
owns 20,000 stock options.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to authority conferred by Delaware General Corporation Law
Section 102(b)(7), the Company's Amended and Restated Certificate of
Incorporation contains a provision providing that no Director of the Company
shall be liable to it or its stockholders for monetary damages for breach of


                                       II-1
<PAGE>
fiduciary duty as a director, except to the extent that such exemption from
liability or limitation thereof is not permitted under the Delaware General
Corporation Law as currently in effect or as the same may be amended. This
provision is intended to eliminate the risk that a director might incur personal
liability to the Company or its stockholders for breach of the duty of care.

         Delaware General Corporation Law Section 145 contains provisions
permitting, and in some situations requiring, Delaware corporations, such as the
Company, to provide indemnification to their officers and directors for losses
and litigation expenses incurred in connection with their service to the
corporation in those capacities. The Company's Amended and Restated Certificate
of Incorporation contains provisions requiring indemnification by the Company
of, and advancement of expenses to, its directors and officer to the fullest
extent permitted by law. Among other things, these provisions provide
indemnification for officers and directors against liabilities for judgments in
any settlements of lawsuits and other proceedings and for the advance and
payment of fees and expenses reasonably incurred by the director or officer in
defense of any such lawsuit or proceeding.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1    -   Amended and Restated Certificate of Incorporation of KSW,
                    Inc. (incorporated herein by reference to Exhibit 3.1 to the
                    Company's Registration Statement on Form S-8 (No.
                    333-21735), filed with the Commission on February 13, 1997).

         4.2    -   Amended and Restated By-laws of KSW, Inc. (incorporated
                    herein by reference to Exhibit 3.2 to the Company's
                    Registration Statement on Form S-8 (No. 333-217350), filed
                    with the Commission on February 13, 1997).

         5      -   Opinion of James F. Oliviero, General Counsel of the Company

         23.1   -   Consent of Marden, Harrison & Kreuter, CPAs P.C.

         23.2   -   Consent of James F. Oliviero, General Counsel of the Company
                    (included in his opinion which appears as Exhibit 5 to this
                    Registration Statement)

         24     -   Power of Attorney (included as part of the signature page to
                    this Registration Statement and incorporated herein by
                    reference)

         99.1   -   Amended 1995 Stock Option Plan of KSW, Inc.

         99.2   -   Forms of Incentive Stock Option Grant Letter

         99.3   -   Form of Non-Qualified Stock Option Grant Letter



                                      II-2
<PAGE>
ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)      to include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933, as amended (the "Securities Act");

                           (ii)     to reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in this Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in the volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high and the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Securities and Exchange Commission pursuant
                                    to Rule 424(b) if, in the aggregate, the
                                    changes in volume and price represent no
                                    more than a 20 percent change in the maximum
                                    aggregate offering price set forth in the
                                    "Calculation of Registration Fee" table in
                                    the effective Registration Statement; and

                           (iii)    to include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;

                  provided, however, that

                           (A)      the undertakings set forth in paragraphs
                                    (a)(1)(i) and (a)(1)(ii) do not apply if the
                                    registration statement is on Form S-8, and
                                    the information required to be included in a
                                    post-effective amendment by those paragraphs
                                    is contained in reports filed with or
                                    furnished to the Securities and Exchange
                                    Commission by the Registrant pursuant to
                                    Section 13 or Section 15(d) of the
                                    Securities Exchange Act of 1934, as amended,
                                    that are incorporated by reference in this
                                    Registration Statement; and

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, each such post-effective
                           amendment shall be deemed to be a new Registration
                           Statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the Registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the Exchange Act that is
                  incorporated by reference in this Registration Statement shall
                  be deemed to be a new Registration Statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.


                                      II-3
<PAGE>
         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  Registrant of expenses incurred or paid by a director, officer
                  or controlling person of the Registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act
                  and will be governed by the final adjudication of such issue.















                                      II-4
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Long Island City, New York, on this 7th day of February, 2006.



                                KSW, INC.

                                By:    /s/ Floyd Warkol
                                       --------------------------------------
                                Name:  Floyd Warkol
                                Title: Chairman of the Board, President,
                                       Secretary and Chief Executive Officer




















                                      II-5
<PAGE>
                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Floyd Warkol and James F.
Oliviero his true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, in connection with the Registrant's
Registration Statement on Form S-8 under the Securities Act of 1933, including
to sign the Registration Statement and any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully, to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on February 7, 2006.

<TABLE>
<CAPTION>
              Signature                             Title                          Date
              ---------                             -----                          ----
<S>                                     <C>                                  <C>
/s/ Floyd Warkol                         Chairman of the Board,               February 7, 2006
-----------------------------------      President, Secretary and Chief
           Floyd Warkol                  Executive Officer (Principal
                                         Executive Officer)


/s/ Richard W. Lucas                     Chief Financial Officer              February 7, 2006
-----------------------------------      (Principal Finanical and
         Richard W. Lucas                Accounting Officer)


/s/ Stanley Kreitman                     Director                             February 7, 2006
-----------------------------------
         Stanley Kreitman


/s/ John Cavanagh                        Director                             February 7, 2006
-----------------------------------
           John Cavanagh


/s/ Russell Molina                       Director                             February 7, 2006
-----------------------------------
          Russell Molina


/s/ Innis O'Rourke, Jr.                  Director                             February 7, 2006
-----------------------------------
        Innis O'Rourke, Jr.


/s/ Burton Reyer                         Director                             February 7, 2006
-----------------------------------
           Burton Reyer

</TABLE>




                                      II-6
<PAGE>
                                  EXHIBIT INDEX

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

   4.1      -     Amended and Restated Certificate of Incorporation of KSW, Inc.
                  (incorporated herein by reference to Exhibit 3.1 to the
                  Company's Registration Statement on Form S-8 (No. 333-21735),
                  filed with the Commission on February 13, 1997).

   4.2      -     Amended and Restated By-laws of KSW, Inc. (incorporated herein
                  by reference to Exhibit 3.2 to the Company's Registration
                  Statement on Form S-8 (No. 333-217350), filed with the
                  Commission on February 13, 1997).

   5        -     Opinion of James F. Oliviero, General Counsel of the Company

   23.1     -     Consent of Marden, Harrison & Kreuter, CPAs P.C.

   23.2     -     Consent of James F. Oliviero, General Counsel of the Company
                  (included in his opinion which appears as Exhibit 5 to this
                  Registration Statement)

   24       -     Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference)

   99.1     -     Amended 1995 Stock Option Plan of KSW, Inc.

   99.2     -     Forms of Incentive Stock Option Grant Letter

   99.3     -     Form of Non-Qualified Stock Option Grant Letter







                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "mv2-8_s8.txt", "secsgml_size_bytes": 22817}]
{"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": "S-8", "act": "33", "file-number": "333-131692", "film-number": "06591793"}, "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"}}
As filed with the Securities and Exchange Commission on February 9, 2006
                                                 Registration No. 333-_________
================================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

           DELAWARE                                      11-3191686
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                37-16 23RD STREET
                        LONG ISLAND CITY, NEW YORK 11101
                                 (718) 361-6500
               (Address, Including Zip Code, and Telephone Number,
         including Area Code, of Company's Principal Executive Offices)

                   AMENDED 1995 STOCK OPTION PLAN OF KSW, INC.
                              (Full Title of Plan)
                                JAMES F. OLIVIERO
                                 GENERAL COUNSEL
                                    KSW, INC.
                                37-16 23RD STREET
                        LONG ISLAND CITY, NEW YORK 11101
                                 (718) 361-6500
                     (Name and Address, Including Zip Code,
        and Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE

==============================================================================================================================
                                                                        Proposed               Proposed
                                                Amount to be        Maximum Offering      Maximum Aggregate       Amount of
 Title of Securities to be Registered          Registered(1)       Price Per Share(2)     Offering Price(2)   Registration Fee
------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share       1,085,000 shares            $2.54             $2,755,900.00          $295.00
==============================================================================================================================
(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended,
         there shall also be deemed registered hereby such additional number of
         shares of Common Stock of the Registrant as may be offered or issued to
         prevent dilution resulting from stock splits, stock dividends or
         similar transactions.

(2)      Calculated solely for the purpose of determining the registration fee
         pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of
         1933, based upon (i) a weighted average exercise price of $1.65 per
         share for 656,667 shares underlying outstanding stock options to be
         registered pursuant to this Registration Statement and (ii) the average
         of the high and low sales prices of the Common Stock on the
         Over-the-Counter Bulletin on February 3, 2006, of $3.90 per share for
         the remaining 428,333 shares to be registered pursuant to this
         registration statement. Of the 656,667 shares underlying outstanding
         stock options: (a) 526,667 options with an exercise price of $1.66 per
         share were granted on December 28, 1995 (as such options were amended
         on August 8, 2005); (b) 50,000 options with an exercise price of $1.50
         per share were granted on October 25, 1999; and (c) 80,000 options with
         an exercise price of $1.66 per share were granted on August 8, 2005.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the U.S. Securities and Commission
(the "Commission") by KSW, Inc. (the "Company") (Commission File No. 0-27290),
are incorporated herein by reference:

     o    the Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2004;

     o    the Company's Quarterly Report on Form 10-Q for the quarterly period
          ended March 31, 2005;

     o    the Company's Quarterly Report on Form 10-Q for the quarterly period
          ended June 30, 2005;

     o    the Company's Quarterly Report on Form 10-Q for the quarterly period
          ended September 30, 2005;

     o    the Company's Current Reports on Form 8-K filed with the Commission on
          December 6, 2005, October 20, 2005, September 15, 2005 and April 13,
          2005; and

     o    the description of the Company's common stock, par value $0.01 per
          share, contained in the Company's Registration Statement on Form 10
          filed with the Commission, pursuant to Section 12(g) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), on November 24,
          1995, including any amendment or report filed for the purpose of
          updating such description.

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Unless expressly incorporated into this
Registration Statement, a report (or portion thereof) furnished on Form 8-K
shall not be incorporated by reference into this Registration Statement. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supercedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement. Copies of these documents are not required to be filed with this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters in connection with the issuance and sale of the
securities offered hereby will be passed upon for the Company by James F.
Oliviero, General Counsel and Director of Investor Relations of the Company. Mr.
Oliviero is a full-time employee of the Company and is entitled to participate
in the Amended 1995 Stock Option Plan of the Company. Mr. Oliviero beneficially
owns 20,000 stock options.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to authority conferred by Delaware General Corporation Law
Section 102(b)(7), the Company's Amended and Restated Certificate of
Incorporation contains a provision providing that no Director of the Company
shall be liable to it or its stockholders for monetary damages for breach of

                                       II-1
fiduciary duty as a director, except to the extent that such exemption from
liability or limitation thereof is not permitted under the Delaware General
Corporation Law as currently in effect or as the same may be amended. This
provision is intended to eliminate the risk that a director might incur personal
liability to the Company or its stockholders for breach of the duty of care.

         Delaware General Corporation Law Section 145 contains provisions
permitting, and in some situations requiring, Delaware corporations, such as the
Company, to provide indemnification to their officers and directors for losses
and litigation expenses incurred in connection with their service to the
corporation in those capacities. The Company's Amended and Restated Certificate
of Incorporation contains provisions requiring indemnification by the Company
of, and advancement of expenses to, its directors and officer to the fullest
extent permitted by law. Among other things, these provisions provide
indemnification for officers and directors against liabilities for judgments in
any settlements of lawsuits and other proceedings and for the advance and
payment of fees and expenses reasonably incurred by the director or officer in
defense of any such lawsuit or proceeding.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1    -   Amended and Restated Certificate of Incorporation of KSW,
                    Inc. (incorporated herein by reference to Exhibit 3.1 to the
                    Company's Registration Statement on Form S-8 (No.
                    333-21735), filed with the Commission on February 13, 1997).

         4.2    -   Amended and Restated By-laws of KSW, Inc. (incorporated
                    herein by reference to Exhibit 3.2 to the Company's
                    Registration Statement on Form S-8 (No. 333-217350), filed
                    with the Commission on February 13, 1997).

         5      -   Opinion of James F. Oliviero, General Counsel of the Company

         23.1   -   Consent of Marden, Harrison & Kreuter, CPAs P.C.

         23.2   -   Consent of James F. Oliviero, General Counsel of the Company
                    (included in his opinion which appears as Exhibit 5 to this
                    Registration Statement)

         24     -   Power of Attorney (included as part of the signature page to
                    this Registration Statement and incorporated herein by
                    reference)

         99.1   -   Amended 1995 Stock Option Plan of KSW, Inc.

         99.2   -   Forms of Incentive Stock Option Grant Letter

         99.3   -   Form of Non-Qualified Stock Option Grant Letter

                                      II-2
ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)      to include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933, as amended (the "Securities Act");

                           (ii)     to reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in this Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in the volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high and the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Securities and Exchange Commission pursuant
                                    to Rule 424(b) if, in the aggregate, the
                                    changes in volume and price represent no
                                    more than a 20 percent change in the maximum
                                    aggregate offering price set forth in the
                                    "Calculation of Registration Fee" table in
                                    the effective Registration Statement; and

                           (iii)    to include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;

                  provided, however, that

                           (A)      the undertakings set forth in paragraphs
                                    (a)(1)(i) and (a)(1)(ii) do not apply if the
                                    registration statement is on Form S-8, and
                                    the information required to be included in a
                                    post-effective amendment by those paragraphs
                                    is contained in reports filed with or
                                    furnished to the Securities and Exchange
                                    Commission by the Registrant pursuant to
                                    Section 13 or Section 15(d) of the
                                    Securities Exchange Act of 1934, as amended,
                                    that are incorporated by reference in this
                                    Registration Statement; and

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, each such post-effective
                           amendment shall be deemed to be a new Registration
                           Statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial bona fide offering
                           thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the Registrant's annual report pursuant to
                  Section 13(a) or Section 15(d) of the Exchange Act that is
                  incorporated by reference in this Registration Statement shall
                  be deemed to be a new Registration Statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                                      II-3
(c)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  Registrant of expenses incurred or paid by a director, officer
                  or controlling person of the Registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act
                  and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Long Island City, New York, on this 7th day of February, 2006.

                                KSW, INC.

                                By:    /s/ Floyd Warkol
                                       --------------------------------------
                                Name:  Floyd Warkol
                                Title: Chairman of the Board, President,
                                       Secretary and Chief Executive Officer

                                      II-5
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Floyd Warkol and James F.
Oliviero his true and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, in connection with the Registrant's
Registration Statement on Form S-8 under the Securities Act of 1933, including
to sign the Registration Statement and any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully, to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on February 7, 2006.
Signature                             Title                          Date
              ---------                             -----                          ----
/s/ Floyd Warkol                         Chairman of the Board,               February 7, 2006
-----------------------------------      President, Secretary and Chief
           Floyd Warkol                  Executive Officer (Principal
                                         Executive Officer)

/s/ Richard W. Lucas                     Chief Financial Officer              February 7, 2006
-----------------------------------      (Principal Finanical and
         Richard W. Lucas                Accounting Officer)

/s/ Stanley Kreitman                     Director                             February 7, 2006
-----------------------------------
         Stanley Kreitman

/s/ John Cavanagh                        Director                             February 7, 2006
-----------------------------------
           John Cavanagh

/s/ Russell Molina                       Director                             February 7, 2006
-----------------------------------
          Russell Molina

/s/ Innis O'Rourke, Jr.                  Director                             February 7, 2006
-----------------------------------
        Innis O'Rourke, Jr.

/s/ Burton Reyer                         Director                             February 7, 2006
-----------------------------------
           Burton Reyer
II-6
EXHIBIT INDEX

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

   4.1      -     Amended and Restated Certificate of Incorporation of KSW, Inc.
                  (incorporated herein by reference to Exhibit 3.1 to the
                  Company's Registration Statement on Form S-8 (No. 333-21735),
                  filed with the Commission on February 13, 1997).

   4.2      -     Amended and Restated By-laws of KSW, Inc. (incorporated herein
                  by reference to Exhibit 3.2 to the Company's Registration
                  Statement on Form S-8 (No. 333-217350), filed with the
                  Commission on February 13, 1997).

   5        -     Opinion of James F. Oliviero, General Counsel of the Company

   23.1     -     Consent of Marden, Harrison & Kreuter, CPAs P.C.

   23.2     -     Consent of James F. Oliviero, General Counsel of the Company
                  (included in his opinion which appears as Exhibit 5 to this
                  Registration Statement)

   24       -     Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference)

   99.1     -     Amended 1995 Stock Option Plan of KSW, Inc.

   99.2     -     Forms of Incentive Stock Option Grant Letter

   99.3     -     Form of Non-Qualified Stock Option Grant Letter

                                      II-7