UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): ~~January 25,~~February ~~2008~~10, 2009

COMPUTER HORIZONS CORP.
(Exact name of registrant as specified in its charter)
New Jersey	0-7282	13-2638902
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2001 Route 46 - Suite 301, Parsipanny, NJ		07054
2001 Route 46 - Suite 310, Parsipanny, NJ		07054
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (973) 257-5030

(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 8 3.~~01 Other Events~~03 Material Modification to Rights of Security Holders.

On ~~January~~February 2511, ~~2008~~2009, ~~TEKsystems Canada, Inc. (“TEK Canada”) commenced an action against registrant in~~ the ~~United~~Company ~~States District~~filed ~~Court~~amendments ~~for~~to ~~the~~its ~~District~~Certificate of ~~Maryland, alleging that registrant~~ ~~intentionally~~Incorporation ~~breached certain representations, warranties and covenants in connection with registrant’s sale of its Commercial Services business to TEKsystems, Inc.~~ (the “~~TEK~~Amendments”), anthat ~~affiliate~~(i) ofeffectuated ~~TEK~~a ~~Canada,~~1-for-500 onreverse ~~February 16,~~stock ~~2007. The~~split ~~complaint in~~ (the ~~action~~“Reverse ~~alleges~~Stock ~~that~~Split”) ~~registrant is liable to TEK Canada for the imposition or anticipated imposition on TEK Canada~~ of ~~Canadian~~ ~~taxes~~its inoutstanding ~~the~~shares ~~aggregate amount~~ of atCommon ~~least Canadian $3~~Stock,~~385,698 with~~ ~~respect~~$0.10 topar ~~Quebec~~value ~~provincial~~per ~~refundable~~share ~~tax credits paid or payable to TEK Canada~~ (~~referred to in~~ the ~~complaint as the~~ “~~Quebec~~Common ~~Tax Receivable~~Stock”), ~~for~~whereby ~~the imposition~~each orshare ~~anticipated imposition on TEK Canada~~ of ~~Province of Quebec~~the ~~capital taxes~~Company’s inCommon ~~the~~Stock ~~aggregate~~outstanding ~~amount~~immediately ofprior atto ~~least~~the ~~Canadian~~Reverse ~~$193,889,~~Stock ~~for the purported~~Split ~~loss~~was ofconverted ~~unspecified~~into ~~“tax~~one ~~attributes”~~five inhundredth ~~the~~(1/500) ~~amount~~ of ata ~~least~~share ~~Canadian $12,889,974 in connection with the contribution by registrant~~ of ~~an intercompany~~post-reverse-split ~~note in connection with the Commercial Services sale~~stock, ~~and~~except ~~for~~that ~~the~~shares ~~anticipated imposition on TEK Canada~~ of ~~payroll~~stock ~~taxes~~held inby ~~unspecified~~shareholders ~~amount. The complaint~~owning ~~asks for damages in connection with the foregoing in the aggregate amount~~ of ~~Canadian~~record ~~$14,498,967 plus interest, costs and attorneys’ fees, a~~fewer ~~declaration~~than ~~that~~500 ~~registrant~~shares ~~owes~~of ~~TEK~~Common ~~Canada~~Stock atimmediately ~~least~~prior anto ~~additional $1,970,594, and~~ the ~~imposition~~Reverse ofStock ~~a constructive trust on registrant’s remaining~~Split ~~assets. As~~were ~~previously~~converted ~~reported,~~into inthe ~~October~~right ~~2007~~to ~~registrant~~receive ~~commenced~~ a ~~lawsuit~~cash ~~against TEK seeking~~ payment ~~by TEK~~ of ~~all~~$0.30 ~~amounts~~for ~~received~~each ~~by TEK~~share ~~in respect~~ of ~~the~~Common ~~Quebec~~Stock ~~Tax~~so ~~Receivable~~held ~~referred~~and to(ii) ~~above,~~immediately infollowing ~~accordance with TEK’s obligations under~~ the ~~Asset~~Reverse ~~Purchase~~Stock ~~Agreement with respect to the Commercial~~Split, ~~Services~~effectuated ~~sale. On January 29, 2008, TEK filed~~ a ~~motion~~500-for-1 toforward ~~consolidate registrant's~~stock ~~lawsuit~~split, ~~against~~whereby ~~TEK~~each ~~with~~share ~~TEK Canada's lawsuit against registrant.~~of ~~Registrant~~post-reverse-split ~~strongly~~stock ~~disagrees~~was ~~with~~converted ~~the~~into ~~allegations~~five inhundred ~~TEK~~(500) ~~Canada’s~~shares ~~lawsuit,~~of Common ~~believes~~Stock (the ~~lawsuit~~“Forward isStock ~~without merit and intends to vigorously defend against it~~Split”).

The Amendments were approved by the shareholders of the Company at the annual meeting of shareholders held on February 10, 2009, followed by final approval of the Amendments by the Board of Directors of the Company.

Item 8.01

Financial Statements and Exhibits.

Exhibit No.	Document
3(i)(1)	Certificate of Amendment to Certificate of Incorporation to effectuate the Reverse Stock Split.
3(i)(2)	Certificate of Amendment to Certificate of Incorporation to effectuate the Forward Stock Split.

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.

	COMPUTER HORIZONS CORP.
	(Registrant)
Date: February 5, 2008
Date: February 17, 2009
	By:	/s/ Barbara Rodriguez
		Barbara Rodriguez
		Chief Financial Officer

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