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): April 28, 2009

Butler International, Inc.

(Exact name of registrant as specified in charter)

Maryland		0-14951		06-1154321
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)


200 E. Las Olas Boulevard, Suite 1730A, Fort Lauderdale, Florida		33301
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (954) 761-2200

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement.

On April 28, 2009, Butler Service Group, Inc. (“BSG”) and certain of its affiliates, including Butler International, Inc. (the “Company” and , together with BSG and its affiliates who are parties to the Third Forbearance Agreement, the “Company Credit Parties”), entered into a Third Forbearance Agreement (the “Third Forbearance Agreement”), effective as of April 27, 2009, with General Electric Capital Corporation (“GECC”), as Agent and Lender, in connection with the Third Amended and Restated Credit Agreement, as amended, between the parties (the “Credit Agreement”). The Third Forbearance Agreement provides, among other things, that, without waiving certain existing defaults under the Credit Agreement, GECC will, until the earlier of (i) May 4, 2009, or (ii) termination of the Third Forbearance Agreement by GECC in its discretion upon the occurrence of a default under the Third Forbearance Agreement (as described therein), or an additional default under the Credit Agreement (other than certain already acknowledged defaults existing as of the date of the Third Forbearance Agreement), forbear from the exercise of any of its rights and remedies arising out of such existing events of default under the Credit Agreement. The Company Credit Parties have acknowledged certain existing and continuing defaults under the Credit Agreement, including, among other things, failure to comply with its minimum borrowing availability covenant and other financial covenants, failure to deliver certain financial and other information to GECC, and failure to pay certain charges. BSG has agreed to expend funds solely in accordance with an agreed upon budget, and has acknowledged and agreed that overadvances have occurred under the Credit Agreement, that fees in the amount of $2,050,000 have accrued and are outstanding in connection with such overadvances, and that such amounts are due and payable on August 1, 2009, the Commitment Termination Date under the Credit Agreement. Under the Third Forbearance Agreement, GECC is not obligated to make any additional loans under the Credit Agreement during the forbearance period. As of April 27, 2009, the aggregate outstanding principal amount of loans under the Credit Agreement is $15,239,894.17. The Company has previously disclosed its relationship with GECC as a lender in its Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on January 18, 2008, and its Form 10-Q filed with the SEC on June 23, 2008, and such disclosure is incorporated herein by this reference.

The summary of the Third Forbearance Agreement set forth in this Form 8-K does not purport to be complete and is qualified in its entirety by reference to the file text of the Third Forbearance Agreement filed as Exhibit 10.1 hereto and incorporated herein by this reference.

Item 8.01 Other Events.

On April 24, 2009, the Company entered into a Letter of Intent (the “LOI”) with Nesco Inc. (“Nesco”). Pursuant to the terms of the LOI, which is non-binding, Nesco has agreed to acquire certain net assets and substantially all of the business of the Company as a going concern, and to assume certain liabilities of the Company. The financial terms of the transaction have not been disclosed. There can be no assurance that this transaction will be completed and, if completed, will be completed on terms favorable to the Company. A copy of the press release announcing the LOI is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits.

10.1	Third Forbearance Agreement, dated as of April 27, 2009, by and among Butler Service Group, Inc. and certain of its affiliates, including Butler International, Inc., and General Electric Capital Corporation, as Agent and Lender.

99.1	Press Release dated May 1, 2009.

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.

	Butler International, Inc.
	(Registrant)

Date: May 4, 2009	By:	/s/ Gerald P. Simone
		Gerald P. Simone
		SVP Finance & Accounting

BUTLER INTERNATIONAL INC /MD/ 8-K