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SEC FORM 4/A SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Reiff Isabel S.
(Last) (First) (Middle)
9300 LEE HIGHWAY
(Street)
FAIRFAX VA 22031
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ICF International, Inc. [ ICFI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/03/2014 		6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 02/27/2014 S 3,180(1) D $40 503 D
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. Amending form to include new Power of Attorney. No transaction change.
Remarks:
New Power of Attorney for Isabel Reiff.
/s/ James J. Maiwurm, Attorney-in-fact 03/04/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
ICF INTERNATIONAL, INC.
LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

    Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Sudhakar Kesavan, John Wasson, James C. Morgan, James E.
Daniel, Mollie D. Roy, James J. Maiwurm and Abby E. Brown, acting individually,
as the undersigned's true and lawful attorney-in-fact, with full power and
authority as hereinafter described on behalf of, and in the name, place and
stead of, the undersigned to:

    (1)	prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5
(including any amendments thereto) with respect to the securities of ICF
International, Inc., a Delaware corporation (the "Company"), with the United
States Securities and Exchange Commission, any national securities exchanges
or automated trading systems, and the Company, as considered necessary or
advisable under Section 16(a) of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder, as amended from time to time
(the "Exchange Act");

    (2)	seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to each such attorney-in-fact, and approves and ratifies
any such release of information; and

    (3)	perform any and all other acts which, in the discretion of such
attorney-in-fact, are necessary or desirable for, and on behalf of, the
undersigned in connection with the foregoing.

    The undersigned acknowledges that:

    (1)	this Limited Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in his or her discretion on information provided
to such attorney-in-fact without independent verification of such information;

    (2)	any documents prepared and/or executed by any such attorney-in-fact on
behalf of the undersigned pursuant to this Limited Power of Attorney will be
in such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;

    (3)	neither the Company, nor any such attorney-in-fact, assumes (i) any
liability for the undersigned's responsibility to comply with the requirements
of the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act;
and

    (4)	this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act.

    The undersigned hereby gives and grants each of the foregoing attorneys-
in-fact full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might
or could do if present, hereby ratifying all that each such attorney-in-fact
of, for and on behalf of the undersigned, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney.

    This Limited Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to make such filings with respect to the
undersigned's holdings of, and transactions in, securities of the Company, or
until it is revoked by the undersigned in a signed writing delivered to each
such attorney-in-fact. All prior power and authority previously granted by the
undersigned to the Company, its representatives or anyone else to act on the
undersigned's behalf as attorney-in-fact, in order to deliver and file Forms 3,
4, and 5 with respect to the securities of the Company are hereby revoked and
replaced by this Limited Power of Attorney.

    IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of this 22nd day of February, 2014.

/s/ Isabel A. Reiff
Signature
Isabel A. Reiff
Print Name