FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Kesavan Sudhakar   2. Issuer Name and Ticker or Trading Symbol ICF International, Inc. [ICFI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) ICF INTERNATIONAL, INC., 9300 LEE HIGHWAY 3. Date of Earliest Transaction (Month/Day/Year) 11/12/2007 (Street) FAIRFAX, VA 22031 4. If Amendment, Date Original Filed(Month/Day/Year) 11/13/2007 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               167,354 D   Common Stock 11/12/2007   J   35,000 D (1) $ 0 132,354 D   Common Stock 11/12/2008   M   11,667 (2) A $ 0 144,021 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

(3)

11/12/2007

A

35,000

(4)

(4)

Common Stock

35,000

$ 0

35,000

D

Restricted Stock Units

$ 18.1

11/12/2008

M

11,667

(4)

(4)

Common Stock

11,667

$ 0

23,333

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kesavan Sudhakar ICF INTERNATIONAL, INC. 9300 LEE HIGHWAY FAIRFAX, VA 22031	X		Chairman, President and CEO

Signatures

/s/ James J. Maiwurm, Attorney-in-fact		04/10/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	35,000 shares were incorrectly reported under Table I as acquired Non-Derivative Securities (Restricted Stock Awards) on Form 4 filed on November 13, 2007. These shares should have been reflected under Table II as acquired Derivative Securities (Restricted Stock Units).
(2)	Represents first vesting (33.33%) anniversary, and applicable common stock settlement, of acquired restricted stock unit grant pursuant to the 2006 Long-Term Equity Incentive Plan.
(3)	Each restricted stock unit is the economic equivalent of one share of ICF International, Inc. Common Stock.
(4)	These acquired restricted stock units were granted pursuant to the 2006 Long-Term Equity Incentive Plan. These restricted stock units vest 33.33% after one year from the date of grant, 33.33% on the second anniversary of the date of grant, and 33.33% after the third anniversary of the date of grant.
Remarks: This amendment is being filed to correctly reflect the total amount beneficially owned of Derivative Securities under Table II (Restricted Stock Units) which were incorrectly reported as Non-Derivative Securities (Restricted Stock Awards) under Table I by the Reporting Person.

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