Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The Board of Directors of ICF International, Inc. (the "Company") adopted a nonqualified deferred compensation plan (the "Plan") for a select group of key management and highly compensated employees who have been designated to be eligible to participate in the Plan by the Board of Directors or Compensation Committee. The Plan became effective on May 1, 2008 and allows participants to defer up to 80% of base salary and/or up to 100% of bonus and commissions. All amounts deferred are 100% vested. In addition, the Company may credit a participant's plan account with Company contributions required under an employment agreement or any other agreement and/or with discretionary Company contributions on such date or dates determined by the Compensation Committee. The above summary is qualified in its entirety by reference to the full text of the Plan, as filed on May 12, 2008 with the Securities and Exchange Commission as Exhibit 10.3 to our quarterly report on Form 10-Q.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective April 15, 2009, the Board of Directors of the Company adopted an amendment to the Company's bylaws to correct a typographical error in
Section 1.4(a)(ii). Previously, the section provided that, in certain situations, if the first public announcement of the Company's annual meeting is less than 100 days prior to such annual meeting, notice by the stockholder for director nominations or other business to be timely must be delivered to the Company's Secretary not earlier than the close of business on the tenth day following the public announcement. The term "earlier" has been corrected to "later." This summary is qualified in its entirety by the full text of our bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On April 22, 2009, the Company announced it will release its first quarter earnings release on May 5, 2009, after the close of market. The Company will conduct a conference call and webcast at 8:30 a.m. Eastern Time on May 6, 2009, to discuss the results for the quarter ended March 31, 2009. Instructions on how to access the webcast are contained in the press release, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1 Amended and Restated Bylaws of ICF International, Inc.

99.1 Press Release dated April 22, 2009

---