UNITED STATES 
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-K/A

                                AMENDMENT NO. 1
                                       TO
                           ANNUAL REPORT ON FORM 10-K
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996

                          Commission File No. 1-12248

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

         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

          Securities registered pursuant to Section 12(b) of the Act:

 
 
         Title of each class                           Name of each exchange on which registered
         -------------------                           -----------------------------------------
                                                     
Common Stock, par value $0.01 per share                        The New York Stock Exchange
Preferred Stock Purchase Rights                                The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act

None
 

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

          Yes   X          No
               ----           ----

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.   [X]

     The aggregate market value of Common Stock held by non-affiliates of
the registrant was $41.9 million based on the New York Stock Exchange Composite
Tape closing price of such stock ($2.25) on March 5, 1997.

     On March 5, 1997, there were 22,418,140 shares of Common Stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the ICF Kaiser International, Inc. Proxy Statement for the
1997 Annual Meeting of Shareholders are incorporated by reference in Part III
hereof.

 
     The undersigned Registrant hereby amends Item 5 of Part I of its
Annual Report on Form 10-K for the fiscal year ended December 31, 1996, to add
the following two new paragraphs:

          Recent Sales of Unregistered Securities.  On December 23, 1996, the
          ---------------------------------------                            
     Registrant sold 15,000 units (the "Units") to BT Securities Corporation
     (the "Initial Purchaser") pursuant to a Purchase Agreement dated December
     19, 1996. Each Unit consisted of $1,000 principal amount of the
     Registrant's 12% Senior Notes due 2003, Series A (the "Notes"), and seven
     warrants (the "Warrants"), each to purchase one share of common stock, par
     value $0.01 per share, of the Registrant (the "Common Stock"). The issuance
     of the Units was effected in a private offering without registration, in
     reliance upon the exemption available under Section 4(2) of the Securities
     Act of 1933, as amended.

          The Notes and the Warrants are separately transferable, and a total of
     105,000 Warrants were sold as described above. Each Warrant entitles the
     holder thereof to purchase one share of Common Stock at a price equal to
     $2.30 per share, subject to adjustment under certain circumstances. Prior
     to their expiration on December 31, 1999, the Warrants are exercisable at
     any time.  Of the Unit issue price, the Registrant allocated approximately
     $1.00 as the issue price of each Warrant.  On March 7, 1997, the
     outstanding Notes were exchanged in a registered offering for 12% Senior
     Notes due 2003, Series B (SEC Registration No. 333-19519).  The Registrant
     intends to register the 105,000 shares of Common Stock issuable upon
     exercise of the Warrants as soon as practicable.

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Amendment No. 1 to its Annual
Report Form 10-K for the fiscal year ended December 31, 1996, to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                 ICF Kaiser International, Inc.
                                        (Registrant)


                         By      /s/  Michael K. Goldman  
                           ------------------------------------
                                      Michael K. Goldman
                         Executive Vice President, Chief Administrative Officer,
                                  and Acting Chief Financial Officer

Filed:  April 21, 1997



                                     - 2 -