8-K

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) August 11, 2005

COMPUTER TASK GROUP, INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK
(State or Other Jurisdiction of Incorporation)
1-9410	16-0912632
(Commission File Number)	(IRS Employer Identification No.)
800 Delaware Avenue, Buffalo, NY	14209
(Address of Principal Executive Offices)	(Zip Code)
(716) 882-8000
(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):

      [  ] 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

        On August 11, 2005, Computer Task Group, Incorporated (CTG) received a notice from the New York Stock Exchange, Inc. (NYSE) advising it that the NYSE considered it to be "below criteria" with respect to a continued listing requirement. The applicable standard provides that a company is below criteria if its average market capitalization is less than $75 million over a 30 trading-day period and its stockholders' equity is less than $75 million. The NYSE has advised CTG that 5 business days following CTG's receipt of its notice it will append the indicator ".BC" to the consolidated tape information concerning CTG's common stock.

        Prior to an amendment to NYSE rules that was approved by the SEC on June 9, 2005, the applicable standards provided that a company was below criteria if its average market capitalization was less than $50 million over a 30 trading-day period and its stockholder's equity was less than $50 million. Notwithstanding this change in standard, the failure of CTG to meet the criteria resulted from a determination by the NYSE that, for purposes of calculating market capitalization (i.e., total number of shares outstanding times market price per share), it would not consider approximately 4 million shares of common stock held by the CTG Stock Employee Compensation Trust (SECT) as outstanding. If the SECT shares are deducted from the approximately 20,780,000 shares of common stock outstanding, there was a 30 trading-day period after the amendment during which CTG's average market capitalization was less than $75 million. For purposes of the stockholders' equity aspect of the standard, at July 1, 2005 CTG's stockholders' equity was approximately $56 million.

        As provided under the NYSE's continued listing criteria (Section 802.01 of the NYSE Company Manual), when applying its market capitalization test, the NYSE "generally looks to total stock outstanding (excluding treasury shares)." The shares held by CTG's SECT are legally outstanding and are not treasury shares. They have voting rights and dividend rights, and they are held by a trust and not CTG. The NYSE has not provided to CTG, either in its written notice or in oral discussions between CTG and its representatives, citation to any rule, order, or precedent distinguishing shares held by a SECT from other outstanding shares for purposes of applying the market capitalization test.

        Under the policies and procedures of the NYSE, CTG must respond within 45 days after the NYSE's notice by providing a plan (the "Plan") advising the NYSE of the definitive action that CTG has taken, or is taking, that would bring it into conformity with the continued listing standards within 18 months of the date of receipt of the NYSE notice. If the NYSE does not accept the Plan, then the NYSE will promptly initiate suspension and delisting procedures and issue a press release disclosing the forthcoming suspension and delisting application to the SEC to delist the company's common stock. If the NYSE accepts the Plan, it will review the status of compliance with the Plan on a quarterly basis with CTG.

        CTG believes that the NYSE determination is contrary to its rules, and it intends to continue to pursue having the NYSE reconsider its interpretation. CTG also intends to prepare and submit a Plan for achieving compliance. If CTG is unable to develop a Plan that is acceptable to it and to the NYSE, CTG intends to apply for listing of its common stock on the NASDAQ.

Item 9.01     Financial Statements and Exhibits.

        (c)    Exhibits:

99 Press Release dated August 17, 2005, concerning failure to satisfy a continued listing rule of the NYSE.

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 TASK GROUP, INCORPORATED
Date: August 17, 2005	By:	/s/ James R. Boldt
		Name: James R. Boldt
		Title: President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99	Press Release dated August 17, 2005, concerning failure to satisfy a continued listing rule of the NYSE.

EX-99.1

N E W S R E L E A S E

CONTACT:
Gregory M. Dearlove
Senior Vice President & Chief Financial Officer
(716) 887-7262

CTG AFFECTED BY CHANGES IN NYSE LISTING REQUIREMENTS

BUFFALO, N.Y. - August 17, 2005 - CTG (Computer Task Group) (NYSE: CTG), an international information technology (IT) staffing, solutions, and application management company, today announced it received a notice on August 11, 2005 from the New York Stock Exchange (NYSE) advising that it considered CTG to be "below criteria" with respect to a continued listing requirement for average market capitalization.On June 9, 2005, the SEC approved an amendment to NYSE rules providing that a company is below criteria if its average market capitalization and shareholder's equity is less than $75 million over a 30 trading-day period and its stockholders' equity is less than $75 million. Prior to the amendment, the applicable NYSE standard was that a company was below criteria if its average market capitalization was less than $50 million over a 30 trading-day period and its stockholder's equity was less than $50 million. The NYSE has informed CTG that five business days following CTG's receipt of its notice, it will add the indicator ".BC" to the Company's ticker symbol disseminated over the consolidated tape to indicate that the Company currently does not meet certain of its continued listing requirements.

The NYSE made the determination that CTG does not meet the amended criteria based on the NYSE excluding approximately 4.0 million issued and outstanding shares owned by the CTG Stock Employee Compensation Trust (SECT) from the NYSE's calculation of the Company's average market capitalization for listing requirements. If the SECT shares are excluded from the approximately 20.8 million shares of CTG common stock issued and outstanding, there was a 30-day period following the amendment where CTG's average market capitalization was less than $75 million. For the purposes of the stockholders' equity component of the amended standard, CTG's total stockholders' equity was $56.5 million at its July 1, 2005 second quarter end.

Under NYSE policy, CTG must file within 45 days of receiving the NYSE notice a plan to meet continued listing standards within 18 months of the date of its receipt of the NYSE notice. CTG intends to submit a plan to the NYSE to comply with the amended listing requirements within the required time period. It will also request that the NYSE reconsider its exclusion of the SECT shares in its calculation of market capitalization for listing requirements.

CTG Chairman and Chief Executive Officer James R. Boldt commented, "The recent changes in NYSE listing requirements are affecting a number of smaller capitalization companies listed on the Exchange. We are confident that CTG will be able to resolve this issue by either meeting the new requirements within the NYSE's 18-month timeframe or by applying to list our common shares on the Nasdaq."

Mr. Boldt added, "Based on the significant growth we are seeing in our revenues this year, we remain optimistic about CTG's prospects for further improving our performance and valuation. We also continue to believe CTG's shares are attractively valued and plan to continue the active repurchase of our shares."

Backed by 39 years' experience, CTG provides IT staffing, application management outsourcing, consulting, and software development and integration solutions to help Global 2000 clients focus on their core businesses and use IT as a competitive advantage to excel in their markets. CTG combines in-depth understanding of our clients' businesses with a full range of integrated services and proprietary ISO 9001:2000-certified service methodologies. Our IT professionals based in an international network of offices in North America and Europe have a proven track record of delivering solutions that work. More information about CTG is available on the Web at www.ctg.com.

This document contains certain forward-looking statements concerning the Company's current expectations as to future growth. These statements are based upon a review of industry reports, current business conditions in the areas where the Company does business, the availability of qualified professional staff, the demand for the Company's services, and other factors that involve risk and uncertainty. As such, actual results may differ materially in response to a change in such factors. Such forward-looking statements should be read in conjunction with the Company's disclosures set forth in the Company's 2004 Form 10-K and Management's Discussion and Analysis section of the Company's 2004 annual report, which are incorporated by reference. The Company assumes no obligation to update the forward-looking information contained in this release.

- END -

Today's news release, along with CTG news releases for the past year, is available on the Web at www.ctg.com.