SecProbe.io

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                                [KSW LETTERHEAD]

May 16, 2005

BY EDGAR (Correspondence)
-------------------------

United States Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0510

Attention: Mr. John Cash

Re:      KSW, Inc. (SEC File No. 0-27290) -
         Form 10-K for the fiscal year ended December 31, 2004
         -----------------------------------------------------

Dear Mr. Cash:

This letter responds to your letter dated May 9, 2005, relating to the comments
of the staff (the "Staff") of the U.S. Securities and Exchange Commission (the
"Commission") on the above-referenced filing of KSW, Inc. (the "Company"). We
have set forth below each of the Staff's comments in your May 9 letter
(correspondingly numbered), followed by our responses. As indicated in this
letter, we will provide revised or additional disclosure in all applicable
future filings beginning, to the extent practical, with our quarterly report on
Form 10-Q for the quarter ending June 30, 2005.

10-K for the Period Ended December 31, 2004
-------------------------------------------

General
-------

1. Where a comment below requests additional disclosures or other revisions,
please show us in your supplemental response what the revisions will look like.
These revisions should be included in your future filings beginning, to the
extent practical, with your report on Form 10-Q for the quarter ended June 30,
2005.

COMPANY RESPONSE:

     We will provide the requested responses in our supplemental responses below
     and, as noted above, will provide such revised or additional disclosure in
     all applicable future filings beginning, to the extent practical, with our
     quarterly report on Form 10-Q for the quarter ending June 30, 2005.

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United States Securities and Exchange Commission
Division of Corporate Finance
May 16, 2005
Page 2

Backlog, page 5:
----------------

2. Please tell us and disclose the portion of your backlog not reasonably
expected to be filled within the current fiscal year. Include in your discussion
seasonal or other material aspects of the backlog. Refer to Item 101(c)(viii) of
Regulation S-K.

COMPANY RESPONSE:

     Backlog is defined as work under contract but not yet performed. At various
     times the number of projects in the Company's backlog will vary, as will
     the contract values. The duration of a contract is based on contract terms,
     the amount and type of work to be performed and the conditions of the job
     site once this job is underway. Seasonality does not affect the Company's
     backlog. At December 31, 2004, the amount of backlog reported was
     approximately $36,000,000, of which approximately $7,000,000 is not
     expected to be completed within one year.

     For Form 10-Q filings in the future, we will estimate and disclose the
     amount of backlog which is not reasonably expected to be completed within
     the current fiscal year. For future Form 10-K filings, we will estimate and
     disclose the amount of backlog which is not reasonably expected to be
     completed within the next fiscal year. Our disclosure will be in
     substantially the form set forth above in the first paragraph of this
     response, including the discussion of material aspects of the backlog.

Item 3 Legal Proceedings, page 7:
---------------------------------

3. Please update us on the status of your pending litigation versus NAB
Construction Corp. In light of the elapsed time involved in litigating your
claims, please tell us if you have reconsidered accruing for the potential loss
of these receivables.

COMPANY RESPONSE:

     In February 1999, the Company sued the general contractor on the Co-Op City
     Project and its bonding company in New York State Supreme Court, Queens
     County to recover its contract balance and unpaid proposals. The Company's
     lawsuit seeks recovery of approximately $1,937,000, consisting of accounts
     receivable applicable to the base contract of approximately $437,000, and
     unpaid final retainage billings of approximately $1,500,000. The Company
     also seeks to be compensated for unanticipated costs incurred through 1998,
     in the sum, as presented at trial, of $2,303,727. These unanticipated costs
     have not been reflected as a claim receivable in the Company's financial
     statements because it is the policy of the Company not to record income
     from claims until the claims have been received or awarded. Discovery was
     completed in mid-2001 and the case was placed on the trial calendar. Due to
     the complexity of this case, it was assigned in September 2002 to a

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United States Securities and Exchange Commission
Division of Corporate Finance
May 16, 2005
Page 3

     judicial hearing officer to try and determine. As is the practice in this
     court, the judicial hearing officer assigns a limited number of days for
     the trial at any one time and adjourns the case for several months between
     trial sessions, a procedure similar to an arbitration proceeding. This case
     has been tried for 43 days and was adjourned by the court to June 13, 2005
     for further trial proceedings. It can be reasonably anticipated that trial
     will be concluded and a decision received this year.

     Based on the time and effort expended, the likelihood of a determination
     this year, the fact that the defendant's surety is a party defendant, and
     the fact that the Court has indicated that interest at 9% per year will be
     awarded on any recovery, the Company does not believe it would be
     appropriate to accrue for any potential loss of this receivable.

Note 4- Contract Receivable, page F-20:
---------------------------------------

4. Please tell us and disclose the nature of the components of Accounts
Receivable- Long Term. Additionally, disclose in your contract receivable
accounting policy the typical terms of your accounts and contract retention
receivables and what type of contract activity would give rise to long-term
receivables.

COMPANY RESPONSE:

     As of December 31, 2004, KSW, Inc. reported long term accounts receivable
     of $2,037,000. This balance consists of $1,937,000 applicable to contract
     billings on the NAB Construction Corp. contract, which is in litigation,
     and $100,000 applicable to another contract which is due to be paid July
     2006, based on a closeout agreement. We will indicate in future filings,
     under Note (9)(E) captioned "Commitments and contingencies- Legal", that
     the accounts receivable of approximately $1,937,000 related to the Co-Op
     City case is classified as a long-term receivable.

     As stated in Note (2)(D), under the caption "Summary of significant
     accounting policies- Contract receivable", accounts receivable and contract
     retentions are due based on contract terms. We will disclose in future
     filings that the typical contract provides that the Company is paid monthly
     based on the value of work performed during the previous month, less a
     retention of up to 10%, which is withheld and then payable after
     substantial completion of the contract.

     A long term receivable would only be carried in the case where a receivable
     is not paid in accordance with the terms of the Company's contract, is not
     expected to be collected within one year, and collection efforts are
     necessary. We will include this disclosure in our future filings.

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United States Securities and Exchange Commission
Division of Corporate Finance
May 16, 2005
Page 4

We acknowledge that:

     o    the Company is responsible for the adequacy and accuracy of the
          disclosure in their filing;

     o    Staff comments or changes to disclosure in response to Staff comments
          do not foreclose the Commission from taking any action with respect to
          the filing; and

     o    the Company may not assert Staff comments as a defense in any
          proceeding initiated by the Commission under the federal securities
          laws of the United States.

If the Staff has any questions regarding the foregoing responses, they should
call the undersigned at (718) 340-1444. Any additional written Staff comments
regarding the foregoing should be directed to the undersigned as well.

Sincerely,

/s/ Richard W. Lucas

Richard W. Lucas
Chief Financial Officer

RL/sa

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