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

                                   FORM 8-K/A

                                 AMENDMENT NO. 2

                                       TO

                                 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)   June 28, 2004
                                                --------------------------------

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

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

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

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

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          (Former name or former address, if changed since last report)



PORTIONS AMENDED:

      The Registrant hereby amends Item 7 contained in the Registrant's Current
Report on Form 8-K/A filed September 14, 2004 to provide the requisite financial
information required by Item 7 including pro forma financial information. Except
as set forth in Item 7 below, no other changes are made to the Registrant's
Current Report on Form 8-K/A filed September 14, 2004.

Item 7. Financial Statements and Exhibits.

(b) Pro Forma Financial Information. Unaudited Financial Statements of
Conversion Services International for the year ended December 31, 2003 and the
six months ended June 30, 2004.

(c) Exhibits.

99.1* Unaudited Financial Statements of Conversion Services International, Inc.
      for the years ended December 31, 2003 and the six months ended June 30,
      2004.

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*  Filed herewith.

Statements contained in this Current Report on Form 8-K/A, 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.

                                      # # #



                                   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.

November 30, 2004                       CONVERSION SERVICES INTERNATIONAL, INC.


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