SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* SCHULTE PETER M (Last) (First) (Middle) 900 THIRD AVENUE, 33RD FLOOR (Street) NEW YORK NY 10022-4775 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/27/2006	3. Issuer Name and Ticker or Trading Symbol ICF International, Inc. [ ICFI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,000,000	D(1)
Common Stock	3,563,693	D(2)
Common Stock	1,524,446	D(3)
Common Stock	143,593	D(4)
Common Stock	8,088,139	I(5)	See Footnote(5)
Common Stock	143,593	I(6)	See Footnote(6)
Common Stock	8,231,732	I(7)	See Footnote(7)
Common Stock	8,231,732	I(7)	See Footnote(7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* SCHULTE PETER M (Last) (First) (Middle) 900 THIRD AVENUE, 33RD FLOOR (Street) NEW YORK NY 10022-4775 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JACKS JOEL R (Last) (First) (Middle) 900 THIRD AVENUE, 33RD FLOOR (Street) NEW YORK NY 10022-4775 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CM Equity Partners, L.P. (Last) (First) (Middle) 900 THIRD AVENUE, 33RD FLOOR (Street) NEW YORK NY 10022-4775 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group 10% Owner

1. Name and Address of Reporting Person* CMEP Co-Investment ICF, L.P. (Last) (First) (Middle) 900 THIRD AVENUE, 33RD FLOOR (Street) NEW YORK NY 10022-4775 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group 10% Owner

1. Name and Address of Reporting Person* CM Equity Partners II, L.P. (Last) (First) (Middle) 900 THIRD AVENUE, 33RD FLOOR (Street) NEW YORK NY 10022-4775 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group 10% Owner

1. Name and Address of Reporting Person* CM Equity Partners II Co-Investors, L.P. (Last) (First) (Middle) 900 THIRD AVENUE, 33RD FLOOR (Street) NEW YORK NY 10022-4775 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of Group 10% Owner

1. Name and Address of Reporting Person* CMLS GP, L.P. (Last) (First) (Middle) 900 THIRD AVENUE, 33RD FLOOR (Street) NEW YORK NY 10022-4775 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group 10% Owner

1. Name and Address of Reporting Person* CMLS General Partner, LLC (Last) (First) (Middle) 900 THIRD AVENUE, 33RD FLOOR (Street) NEW YORK NY 10022-4775 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group 10% Owner

1. Name and Address of Reporting Person* LPE II Co-Investors, LLC (Last) (First) (Middle) 900 THIRD AVENUE, 33RD FLOOR (Street) NEW YORK NY 10022-4775 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of Group 10% Owner

Explanation of Responses:

1. These shares are owned directly by CM Equity Partners, L.P.

2. These shares are owned directly by CMEP Co-Investment ICF, L.P.

3. These shares are owned directly by CM Equity Partners II, L.P.

4. These shares are owned directly by CM Equity Partners II Co-Investors, L.P.

5. CMLS General Partner, LLC is the general partner of CMLS GP, L.P., which is the general partner of CM Equity Partners, L.P., CMEP Co-Investment ICF, L.P. and CM Equity Partners II, L.P.

6. LPE II Co-Investors, LLC is the general partner of CM Equity Partners II Co-Investors, L.P.

7. Directors Peter M. Schulte and Joel R. Jacks are the managing members of CMLS General Partner, LLC and LPE II Co-Investors, LLC. Messrs. Schulte and Jacks disclaim beneficial ownership of the shares of the Issuer's common stock owned by each of CM Equity Partners, L.P., CMEP Co-Investment ICF, L.P., CM Equity Partners II, L.P. and CM Equity Partners II Co-Investors, L.P. except to the extent of their respective pecuniary interests therein.

	/s/ James J. Maiwurm, Attorney-in-Fact for Peter M. Schulte	09/27/2006
	/s/ James J. Maiwurm, Attorney-in-Fact for Joel R. Jacks	09/27/2006
	/s/ James J. Maiwurm, Attorney-in-Fact for CM Equity Partners, L.P.	09/27/2006
	/s/ James J. Maiwurm, Attorney-in-Fact for CMEP Co-Investment ICF, L.P.	09/27/2006
	/s/ James J. Maiwurm, Attorney-in-Fact for CM Equity Partners II, L.P.	09/27/2006
	/s/ James J. Maiwurm, Attorney-in-Fact for CM Equity Partners II Co-Investors, L.P.	09/27/2006
	/s/ James J. Maiwurm, Attorney-in-Fact for CMLS GP, L.P.	09/27/2006
	/s/ James J. Maiwurm, Attorney-in-Fact for CMLS General Partner, LLC	09/27/2006
	/s/ James J. Maiwurm, Attorney-in-Fact for LPE II Co-Investors, LLC	09/27/2006
	** Signature of Reporting Person	Date
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