8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  December 1, 2006

DynCorp International Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32869	01-0824791
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3190 Fairview Park Drive, Suite 350, Falls Church, Virginia		22042
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (571) 722-0210

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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 1, 2006, the operating agreement of the Registrant’s controlling stockholder, DIV Holding LLC (“DIV”), was amended and Messrs. Curtis L. Schehr and Michael J. Bayer were each granted an indirect equity interest in the Registrant through the issuance of a 0.4% and 0.035%, respectively, Class B interest in DIV.  This Amendment No. 5 to the Amended and Restated Limited Liability Company Operating Agreement of DIV is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS.

(d)Exhibits

Exhibit Number	Description of Exhibit
3.1	Amendment No. 5 to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC

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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.

	DynCorp International Inc.
Date: December 15, 2006	/s/ Michael J. Thorne
	Michael J. Thorne
	Senior Vice President, Chief Financial Officer and Treasurer

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EX-3.1

EXHIBIT 3.1

Amendment No. 5 to the
Amended and Restated Limited Liability Company
Operating Agreement of DIV Holding LLC

This Amendment No. 5 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of DIV Holding LLC, a Delaware limited liability company (the “Company”), is entered into as of December 1, 2006 by and among The Veritas Capital Fund II, L.P., a Delaware limited partnership (“Veritas”), and the Persons listed as Additional Class B Members on the Additional Class B Member Signature Pages hereof (collectively, the “Newly Admitted Members”).

WHEREAS, the Company was formed pursuant to that certain Limited Liability Company Operating Agreement dated as of February 11, 2005 among Veritas and the other Persons listed as Class A Members named therein, as amended by that certain Amended and Restated Limited Liability Company Operating Agreement dated as of April 28, 2005 among Veritas and the other Persons listed as Class A Members named therein, as further amended by that certain Amendment No. 1 to the Amended and Restated Limited Liability Company Operating Agreement dated as of November 22, 2005 among Veritas and the other Persons listed as Class A Members and Class B Members named therein, as further amended by that certain Amendment No. 2 to the Amended and Restated Limited Liability Company Operating Agreement dated as of March 14, 2006 among Veritas and the Persons listed as Additional Class B Members named therein, as further amended by that certain Amendment No. 3 to the Amended and Restated Limited Liability Company Operating Agreement dated as of June 2, 2006 between Veritas and the Person listed as an Additional Class B Member named therein, and as further amended by that certain Amendment No. 4 to the Amended and Restated Limited Liability Company Operating Agreement dated as of July 17, 2006 between Veritas and the Person listed as an Additional Class B Member named therein (collectively, the “Operating Agreement”); and

WHEREAS, Veritas desires to admit the Newly Admitted Members to the Company as Additional Class B Members;

NOW, THEREFORE, in consideration of the mutual agreements made herein, Veritas and the Newly Admitted Members hereby agree to amend the Operating Agreement as follows:

1.     Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Operating Agreement.

2.     Effective as of the date hereof, the Newly Admitted Members are hereby admitted to the Company as Additional Class B Members.

3.     Schedule A and Schedule B to the Operating Agreement are hereby amended in the forms annexed hereto to reflect the names, addresses, Capital Contributions, Class A Percentage Interests and Class B Percentage Interests of the Members after the

admission of the Newly Admitted Members to the Company and the elimination or reduction of the Class B Percentage Interests of certain Class B Members.

4.     All other terms of the Operating Agreement shall remain in full force and effect and by their execution of this Amendment, the Newly Admitted Members make the representations and warranties set forth in Section 5.2 of the Operating Agreement and agree to be bound by all of the terms and conditions of the Operating Agreement applicable to the Members.

5.     This Amendment may be executed in several counterparts, and all counterparts so executed shall constitute one agreement, binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the original or the same counterpart.

[The remainder of this page is intentionally left blank]

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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first above written.

THE VERITAS CAPITAL FUND II, L.P.
By:	/s/ Robert B. McKeon
	Authorized Signatory

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Amendment No. 5 to the Amended and Restated Limited Liability Company

Operating Agreement of DIV Holding LLC

Additional Class B Member Signature Page

Curtis L. Schehr

Name of Additional Class B Member

Class B Percentage Interest: 0.4%

/s/ Curtis L. Schehr

Signature

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Amendment No. 5 to the Amended and Restated Limited Liability Company

Operating Agreement of DIV Holding LLC

Additional Class B Member Signature Page

Michael J. Bayer

Name of Additional Class B Member

Class B Percentage Interest: 0.035%

/s/ Michael J. Bayer

Signature

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