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) ~~May~~August 93, 2012

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):

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

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

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

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

Item 52.~~07.~~02 ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders.~~Condition

~~The Company’s~~This ~~Annual~~information ~~Meeting~~shall not ofbe ~~Stockholders~~deemed ~~was~~“filed” ~~held at 2:00 PM on May 9, 2011 in Queens, New York,~~ for ~~the~~purposes ~~purpose~~ of ~~(i)~~Section ~~electing one~~18 ~~Class II Director to serve until the annual meeting~~ of ~~stockholders in~~ the ~~year~~Securities ~~2015;~~Exchange ~~(ii)~~Act ~~ratifying the appointment~~ of ~~BDO USA~~1934, ~~LLP~~ as ~~independent~~amended ~~registered public accounting firm for~~ (the ~~fiscal year ending December 31~~“Exchange Act”), ~~2012;~~or ~~and~~incorporated ~~(iii)~~by ~~considering~~reference ~~a shareholder~~in ~~proposal~~any ~~described~~filing inunder the ~~Company’s~~Securities ~~Proxy~~Act ~~Statement dated March 30, 2012. Proxies were solicited from holders~~ of 61933,~~366,625~~ ~~outstanding shares of Common Stock~~ as ~~of the close of business on March 30~~amended, ~~2012,~~or ~~as described in~~ the ~~Proxy Statement. At~~Exchange ~~the Annual Meeting~~Act, ~~Edward T. LaGrassa was re-elected~~ except as ~~the~~shall ~~Class~~be IIexpressly ~~Director,~~set ~~the~~forth ~~appointment~~by ofspecific ~~BDO USA,~~reference ~~LLP~~in ~~was~~such ~~ratified,~~a ~~and the shareholder proposal was not approved by the following votes:~~filing.

~~(1)~~On ToAugust ~~elect~~3, ~~one~~2012, KSW, ~~Class~~Inc. IIissued ~~Director~~a topress ~~serve~~release ~~until~~announcing its financial results for the ~~annual~~quarterly ~~meeting~~period ofand ~~stockholders~~six inmonths ended June 30, 2012. A copy of the ~~year~~press ~~2015:~~release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Nominee	For	Withheld	Non-Votes
Item 9.01	Financial Statements and Exhibits
Edward T. LaGrassa	2,541,724	242,565	2,320,465
(d)	Exhibits
99.1	Press Release of KSW, Inc., dated August 3, 2012, reporting KSW’s financial results for the quarterly period and six months ended June 30, 2012.

(2) To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.

For	Against	Abstain	Non-Votes
5,022,520	81,420	814	0

(3) Shareholder proposal to amend the Amended and Restated Bylaws of the Company to add a new Bylaw that would allow a shareholder, or group of shareholders, beneficially owning 2% or more of the Company’s common stock continuously for at least one year to nominate one candidate for the election to the Company’s Board of Directors at the meeting of stockholders.

For	Against	Abstain	Non-Votes
584,636	2,198,638	1,015	2,320,465

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/ ~~James~~Richard FW. ~~Oliviero~~Lucas Name: ~~James~~Richard FW. ~~Oliviero~~Lucas Title: ~~General~~Chief ~~Counsel~~Financial Officer

Date: ~~May~~August 183, 2012

EXHIBIT INDEX

	Exhibit No.	Description

	99.1	Press Release of KSW, Inc., dated August 3, 2012, reporting KSW’s financial results for the quarterly period and six months ended June 30, 2012.

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