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): March 1, 1996

                                --------------


                        ICF KAISER INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)

     Delaware                File No. 1-12248               54-1437073    
 (State or other             (Commission File             (IRS Employer
 jurisdiction of                 Number)               Identification No.)
  incorporation)


                               9300 Lee Highway
                         Fairfax, Virginia 22031-1207
         (Address of principal executive offices, including zip code)

                                 703-934-3600
             (Registrant's telephone number, including area code)



 
Item 5. Other events

        (a)  In a press release dated March 12, 1996, ICF Kaiser International, 
Inc. announced its financial results for the 10 months ended December 31, 1995. 
A copy of this two page press release is attached to this Report on Form 8-K as 
Exhibit A.

        (b)  During the 10 months ended December 31, 1995, the Company recorded 
$0.5 million in additional income (net), consisting of the following unusual 
items: income in settlement of litigation against the IRS, associated with an 
affiliate of an acquired company, net of an accrual for related expenses ($6.8 
million); a charge to accrue the net settlement cost and legal expenses of other
litigation ($4.6 million); a charge to accrue for severance for the termination 
of 110 employees in the engineering and international groups ($1.0 million); and
a charge to accrue for consolidation of office space ($0.7 million). As part of 
management's continuing efforts to identify areas in which costs can be reduced,
the Company has chosen to terminate a group of underutilized employees and 
consolidate office space. Management expects that all actions associated with 
the termination of employees and office space consolidation will be completed by
December 31, 1996.

                                  SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.


                                    ICF KAISER INTERNATIONAL, INC.
                                        (Registrant)


                                    /s/ Richard K. Nason
                                    ------------------------------
                                    Richard K. Nason
                                    Executive Vice President &
                                    Chief Financial Officer

Date:
March 12, 1996

 
                                                                       Exhibit A

For Immediate Release                Press Contact:                 Sara Brenner
                                                                    703/934-3004
                                     Investor Contact:              Ronny Webb
                                                                    703/934-3510

ICF KAISER ANNOUNCES YEAR-END FINANCIAL RESULTS

FAIRFAX, VA, MAR. 12 1996--ICF Kaiser International, Inc. (NYSE:ICF) today 
announced financial results for the 10-month period ended December 31, 1995. As 
previously announced, ICF Kaiser has changed from a fiscal year ending February 
28 to a calendar-based fiscal year. This means that the most recent fiscal year
comprises a 10-month period that ended on December 31, 1995. Subsequent fiscal
years will run from January 1 to December 31.

For the 10-month fiscal period ended December 31, 1995, ICF Kaiser reported 
gross revenue of $916.7 million, a 25.2 percent increase over the $732.4 million
for the comparable 10-month period last year. This increase was due primarily to
revenue from a multibillion-dollar contract under which ICF Kaiser and CH2M Hill
Companies Ltd.--as Kaiser-Hill Company, LLC--serve as the integrating management
contractor at the U.S. Department of Energy's (DOE's) Rocky Flats Environmental 
Technology Site near Denver, Colorado.

Service revenue for the 10-month fiscal period was $425.9 million, an increase
of 8.6 percent over service revenue of $392.0 million for the same 10-month
period last year. Service revenue excludes subcontracted work and other direct
costs but includes equity income from unconsolidated joint ventures and
affiliated companies. Operating income for 10-month fiscal period was $17.5
million, up 35.7 percent over the $12.9 million in the same 10-month period of
the prior year. The increase in operating income was the result of improvements
in ICF Kaiser's engineering and construction business and additional earnings
from DOE contracts.

Net income for the 10-month fiscal period increased to $2.3 million, a 
significant improvement over a net loss of $161,000 in the comparable 10-month 
period last year. After accounting for preferred stock dividends, the company 
reported 10-month net income available for common shareholders of $449,000, or 
$0.02 per share, a market gain over the $0.09 per share loss reported in the 
comparable 10-month period in the prior year.

"These year-end results, although modest, show that we have crossed the profit 
threshold," said James O. Edwards, Chairman and CEO of ICF Kaiser. "These 
profits, along with several new and impressive contract awards in our key 
markets, demonstrate our commitment to restoring acceptable levels of continuing
profitability and enhancing shareholder value." The company's recent contract 
awards include a $78 million extension to continue providing construction 
management services for the $3.4 billion Boston Harbor environmental cleanup 
project; a contract to provide first-phase program management services for a new
$300 million international passenger terminal at Ninoy Aquino International 
Airport in Manila; and a $102 million contract to provide engineering and other 
services for a $350 million mini-mill for a leading steel producer in the Czech 
Republic. In addition, the company is on teams that have been selected to clean 
up Guanabara Bay in Brazil, and to build, own, and operate a light rail system 
in Bangalore, India.

 
YEAR-END RESULTS-2

The company noted that year-end results were affected by the temporary lack of a
federal budget agreement, which delayed consulting assignments under new 
contracts and new tasks under existing contracts; reduced demand for 
private-sector environmental services due to environmental regulatory 
uncertainties; and an increase in bib-and-proposal activities.

ICF Kaiser reported a contract backlog of $4.4 billion as of December 31, 1995; 
the company reported a $1.4 billion backlog at February 28, 1995. The current 
figure includes a backlog value of $2.7 billion for the Rocky Flats contract, 
which was awarded in April 1995 to Kaiser-Hill.

For the month ended December 31, 1995, ICF Kaiser reported gross revenue of 
$135.6 million and service revenue of $55.4 million. Operating income and net 
income for the month were $2.4 million and $618,000, respectively.

ABOUT THE COMPANY
- -----------------
Headquartered in Fairfax, Virginia, ICF Kaiser is one of the United States' 
largest engineering, construction, and consulting services companies. Its 7,500 
employees, located in 80 offices around the world, provide fully integrated 
capabilities to clients in four related market areas: environment, 
infrastructure, industry, and energy. ICF Kaiser reported gross revenue of $1.05
billion for the 12 months ended December 31, 1995. the company has scheduled 
Saturday, May 4, 1996, as the date for its 1996 annual meeting of shareholders.

                ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
                  Selected Consolidated Financial Information


 

                                     10 Months Ended      10 Months Ended        Year Ended
                                       December 31,         December 31,        February 28,
                                          1995                 1994                 1995
                                        -------              -------              ------- 
                                                             (unaudited)

                                                                       
Gross Revenue                         $916,744,000         $732,370,000         $861,518,000

Service Revenue                       $425,896,000         $391,996,000         $459,786,000

Depreciation and Amortization         $  8,357,000         $  7,688,000         $  9,232,000

Operating Income                      $ 17,505,000         $ 12,896,000         $ 13,688,000

Net Income (Loss)                     $  2,252,000         $   (161,000)        $ (1,661,000)

Net Income (Loss) Available 
  for Common Shareholders             $    449,000         $ (1,956,000)        $ (3,815,000)

Primary and Fully Diluted
  Net Income (Loss)
  Per Common Share                    $       0.02         $      (0.09)        $      (0.18)

Primary and Fully Diluted
  Weighted Average Common
  and Common Equivalent
  Shares Outstanding                    21,517,000           20,948,000           20,957,000