8-K

 x

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): August 4, 2009

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 700, 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 8.01.    Other Events.

On August 4, 2009, DynCorp International Inc. issued a press release announcing a secondary offering of its Class A common stock by DIV Holding LLC, an affiliate of Veritas Capital Management II, L.L.C. A copy of this press release is attached as Exhibit 99.1 hereto.

Item 9.01.    Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit 99.1 Press Release dated August 4, 2009.

2

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:    August 4, 2009	/s/ Michael J. Thorne
	Michael J. Thorne Senior Vice President and Chief Financial Officer

3

Exhibit Index

Exhibit No.	Description
Exhibit-99.1	Press Release dated August 4, 2009.

4

EX-99.1

Exhibit 99.1

DynCorp International Announces Secondary Offering of Class A Common Stock

FALLS CHURCH, Va., Aug 04, 2009 (BUSINESS WIRE) — DynCorp International Inc. (NYSE:DCP) announced today that DIV Holding LLC, an affiliate of Veritas Capital Management II, L.L.C., intends to commence an underwritten secondary public offering of 10 million shares of DynCorp International Class A common stock. In connection with the offering, DIV Holding expects to grant the underwriters a 30-day option to purchase up to an additional 1.5 million shares of Class A common stock. DynCorp International is not selling any shares in the offering and will not receive any proceeds from the offering.

Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC are acting as joint book-running managers for the offering.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. When available, a copy of the prospectus relating to the offering may be obtained by sending a request to Goldman, Sachs & Co., Prospectus Department, 100 Burma Road, Jersey City, NJ 07305, (phone  212.906.1171 and email prospectus-ny@ny.email.gs.com), or by sending a request to Credit Suisse, Prospectus Department, One Madison Avenue, New York, NY 10010 (phone 212.325.2580 and fax 212.325.8057).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About DynCorp International

DynCorp International is a provider of specialized mission-critical services to civilian and military government agencies worldwide, and operates major programs in law enforcement training and support, security services, base operations, aviation services, contingency operations, and logistics support. DynCorp International is headquartered in Falls Church, Va.

SOURCE: DynCorp International

DynCorp International

Cindy Green, 817-224-1461

cindy.green@dyn-intl.com