Mail Stop 4561

	July 6, 2006

Sudhakar Kesavan
Chief Executive Officer
ICF International, Inc.
9300 Lee Highway
Fairfax, Virginia 22031

Re:	ICF International, Inc.
      Registration Statement on Form S-1/A
      Amended June 23, 2006
      File No. 333-134018

Dear Mr. Kesavan:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
After reviewing this information, we may or may not raise

	Please understand that the purpose of our review process is
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
our review.  Feel free to call us at the telephone numbers listed
the end of this letter.

1. We note your response to Comment 1. Based on the support
provided, it appears that EMALL`s sales for 2003, as referenced on
page 71, were approximately $233 million, as opposed to
$13 million. Please advise or revise.
2. We note your response to Comment 3 and the reference to Rule
134(a)(10), but we continue to believe that the reference to "sole
book-running manager" on the prospectus cover page is not
with Item 501 of Regulation S-K and Item 421(d) of Regulation C.
Please remove this language from the cover page.  We would not
to the relocation of the reference to the back cover page of the

Selected consolidated financial and other data - page 38
3. We note your disclosure that you incurred $76,359 in non-cash
compensation expense during the quarter ended March 31, 2006.
Explain to us why this amount has not been disclosed as "Non-cash
compensation charge included in EBITDA from continuing operations"
your selected financial data table similar to your presentation
fiscal year 2005.  Additionally, we note that footnote 1 to the
describes non-cash compensation as a "one-time" charge.  As non-
compensation is a recurring charge, please revise your disclosure
characterize it as such.

Underwriting - page 109
4. We note your response to Comment 44. Upon reviewing your
underwriting agreement, we may have comments.  In the interest of
time, please consider providing to us a draft copy of the
underwriting agreement before you are prepared to file it as an
exhibit to the registration statement.

Financial Statements - ICF International, Inc. and Subsidiaries

Revenue Recognition, page F-8
5. We have considered your response to our prior comment 48.  It
still unclear from your response whether estimable fees recognized
under fixed fee contracts are billable at the time they are
recognized.  Reference is made to paragraph 16 in Chapter 11 of
6. Reference is made to your response to our previous comment 49.
Please quantify the amount of revenue recognized for each period
advance of a formal executed contract as well as the amount of
revenue that has been reversed for each period.  In addition,
explain your policy and compliance under SAB Topic 13A2.  Based on
your statement that formal agreements are generally executed
within a
few weeks after authorization, it appears your business practice
to require a formal agreement.  As such, it is unclear why other
forms of authorization, especially oral, are a basis for
revenue. Are the terms finalized at the time of the authorization
the time of a formal agreement?

Stock-based compensation plan, page F-11
7. We have considered your response to our prior comment 50.
to us how you determined it would be appropriate to use a
performed on September 30, 2005 to value your stock as of December
31, 2005.

Note C - Acquisitions, page F-14
8. We are still unclear how you have complied with the disclosure
requirements of paragraph 51(d) of SFAS 141 as it relates to the
number of shares issued in connection with the Synergy, Inc.
acquisition and how you determined the fair value of those shares.
Please tell us where this disclosure is located within your
or revise your document accordingly.

Note N- Stockholders` Equity page F-26
9. Tell us what consideration was given to providing the following
information in your MD&A since you did not obtain a
valuation by an unrelated valuation specialist for your
at December 31, 2005 and for your subsequent option issuances in

* A discussion of the significant factors, assumptions and
methodologies used in determining fair value
* A discussion of each significant factor contributing to the
difference between the fair value as of the date of your
and subsequent grants and the estimated IPO price once determined
* The valuation alternative selected and the reason management
not to obtain a contemporaneous valuation by an unrelated
10. In connection with the above comment, please clearly address
changes in your business from September 2005 through the latest
balance sheet date does not result in a change in the value of
common stock for those periods.  It appears that you have used a
value of $9.05 for each period even though there were significant
changes in your business such as a material acquisition, changes
revenue and contemplation of an initial public offering.  Please

Exhibit 5.1-Draft Opinion of Squire, Sanders & Dempsey L.L.P.
11. Please confirm to us in writing that counsel concurs with our
understanding that the reference and limitation to the "General
Corporation Law of the State of Delaware" includes the statutory
provisions as well as all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these
Please file counsel`s written confirmation as correspondence on

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
amendment and responses to our comments.

	You may contact Robert Telewicz, Accountant, at (202) 551-
or Cicely LaMothe, Accounting Branch Chief, at (202) 551-3413 if
have questions regarding comments on the financial statements and
related matters.  Please contact Paul Fischer, Attorney-Advisor,
(202) 551-3415 or me at (202) 551-3780 with any other questions.


      Karen J. Garnett
      Assistant Director

cc:	James J. Maiwurm, Esq. (via facsimile)
      Squire, Sanders & Dempsey LLP

Mr. Sudhakar Kesavan
ICF International, Inc.
July 6, 2006
Page 4