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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A

                               Amendment No. 1 to
                           Annual Report on Form 10-K
                  For the fiscal year ended February 28, 1994

  FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

                          Commission File No. 1-12248

          Delaware                                    54-1437073
          --------                                    ----------
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                    Identification No.)

  9300 Lee Highway, Fairfax, Virginia                  22031-1207
  -----------------------------------                  ----------
(Address of principal executive offices)               (Zip Code)

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


     The undersigned Registrant hereby amends the "Results of Operations"
section of Item 7 (Management's Discussion and Analysis of Financial Condition
and Results of Operations) filed as part of its Annual Report for the fiscal
year ended February 28, 1994, on Form 10-K as set forth on the replacement page
20 attached hereto.

     This Amendment changes the word "net" in the third sentence of the last
paragraph of the subsection entitled "Fiscal 1994 Compared to Fiscal 1993"
(located on page 20) to "pretax".

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                 ICF Kaiser International, Inc.
                                          (Registrant)



                                 By                 /s/
                                    --------------------------------------
                                             Cynthia L. Hathaway
                                       Vice President, Assistant General
                                       Counsel, and Assistant Secretary

 
increase was primarily due to the amendment of ICF Kaiser's contract with DOE,
which was effective October 1, 1993.  Service revenue as a percentage of gross
revenue increased as the Company continued its concerted efforts to shift more
work from subcontractors to Company personnel.  Equity in income from joint
ventures and affiliated companies, and consequently service revenue, declined
due to the successful early completion of a natural gas liquefaction project on
Australia's Northwest Shelf ($2.8 million) and the sale of the Company's
interest in Acer Group Limited ($1.6 million), partially offset by $1.1 million
of income from the Company's interest in an entity that owns a coal
pulverization facility.

  The Company's direct cost of services and overhead increased to 85.1% of
service revenue in fiscal 1994 from 80.0% in fiscal 1993.  The relatively fixed
nature of certain of the Company's indirect costs (e.g., office rent) and the
timing of the actions discussed under "Overview," delayed the impact of cost
reductions in the fourth quarter.  At the present time, strategic plans have
been developed and actions have been taken to position ICF Kaiser's operating
groups to compete effectively under current market conditions.  ICF Kaiser also
increased its commitment to marketing in fiscal 1994, which contributed to the
overall increase in administrative and general expense.

  Depreciation and amortization expense decreased $1.2 million to $9.6 million
for the year ended February 28, 1994, primarily as the result of the write-off
of certain software assets in the third quarter of fiscal 1993.

  ICF Kaiser's interest expense for the year ended February 28, 1994, decreased
4.8% from fiscal 1993.  The decrease is attributable to both the reduced average
amount of debt outstanding and lower prevailing interest rates.  Interest
expense will increase in future periods as a result of the recapitalization
completed in fiscal 1994, discussed under "Liquidity and Capital Resources."
This increase in interest expense will be partially offset by a reduction in
preferred dividends.
    
  ICF Kaiser's effective tax rate decreased to 2.7% in fiscal 1994 from 42% in
fiscal 1993 because the book loss includes a high level of nondeductible
expenses such as goodwill, differences between the book and tax basis of
businesses sold, and losses from controlled foreign corporations.  This impact
was magnified by the unanticipated decline in operating results in the fourth
quarter of fiscal 1994. As a result of the combination of lower projected
pretax income levels and goodwill amortization, a nondeductible item, the
Company's effective tax rate is expected to be above traditional levels in the
near-term future. A $3.3 million valuation allowance was established in fiscal
1994 for deferred tax assets, primarily net operating loss carryforwards, that
might not be realized in the near future. Although the Company believes it
will ultimately use all of its net operating loss carryforwards, the valuation
allowance was established due to the extraordinary item and recent operating
results. The Company has net operating losses of $12.1 million, of which $1.2
million expire in fiscal 2004 and $10.9 million expire in 2009. The Company
has recorded $0.9 million of tax credit carryforwards, the majority of which
do not expire. Management believes that due to actions taken in fiscal 1994,
such as the reorganization discussed under "Overview," the Company's expected
levels of pretax earnings for financial reporting purposes, when adjusted for
nondeductible expenses such as goodwill amortization, will generate sufficient
future taxable income to realize the $16.1 million deferred tax asset within
the 15-year net operating loss carryforward period.    

Fiscal 1993 Compared to Fiscal 1992

  Gross revenue was $678.9 million in fiscal 1993, a $32.0 million or 4.5%
reduction from $710.9 million in fiscal 1992.  This decrease in the Company's
gross revenue is primarily attributable to an Australian subsidiary, which
successfully wound down its natural gas liquefaction project in northwest
Australia ahead of schedule ($37.5 million); the completion of a large
industrial project in the first half of fiscal 1993 ($34.2 million); and the
impact of several other projects nearing completion; offset by an increase in
ICF Kaiser's project to manage the construction of a large industrial facility
($26.6 million) and an increase in ICF Kaiser's services provided to DOE at its
Hanford site ($21.6 million).

  Fiscal 1993 service revenue increased slightly over fiscal 1992 service
revenue (1.5%).  Also, service revenue as a percentage of gross revenue
increased, indicating that a greater portion of ICF Kaiser's gross

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ICF Kaiser International, Inc. 1994 Annual Report on Form 10-K       Page 20