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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 622, 2009 (~~December~~January 3115, ~~2008~~2009)

BUTLER INTERNATIONAL, INC.

(Exact name of Registrant as specified in Charter)


MARYLAND	0-14951	06-1154321
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. 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

Not Applicable

(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:

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

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

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

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

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ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On ~~December~~January 3115, ~~2008~~2009, Butler Service Group, Inc. (“BSG”) and its affiliates, including Butler International, Inc. (the “Registrant”), entered into a ~~Seventh~~Ninth Amendment and Consent to ~~Second~~Third ~~Lien~~Amended and Restated Credit Agreement, (“~~Seventh~~Ninth Amendment”) with ~~Monroe~~General Electric Capital ~~Management~~Corporation ~~Advisors, LLC, in its individual capacity and~~ as ~~agent~~Agent ~~for Garrison Funding 2008-1 Ltd.,~~ and MCLender ~~Funding Ltd.~~ (~~collectively,~~ “~~Monroe~~GECC”). The ~~terms~~Ninth ~~of the Seventh~~ Amendment ~~provide~~ provides, among other matters, asthat ~~follows:~~GECC ~~(i) the Interest Payment Date (as defined) on BSG’s existing LIBOR Loan~~ will bewaive extended from January 2, 2009 to March 1, 2009 , (ii) no principal payment will be due on January 2, 2009, (iii) Monroe will until March 1, 2009, or the date upon which a Forbearance Default (as defined) occurs, forbear from the exercise of any of its rights and remedies arising out of certain Events of Default (as defined), (iv) compliance with certain financial covenants ~~will be waived~~ until ~~January~~March 141, 2009~~, and (v) all parties agree to negotiate in good faith certain financial covenants prior to January 15, 2009~~. ~~In connection with effectiveness of the Seventh Amendment, BSG paid to Monroe $200,000 in payment of certain outstanding expenses and fees.~~

The foregoing description of the ~~Seventh~~Ninth Amendment is not, and does not purport to be, complete and is qualified in its entirety by reference to a copy of the ~~Seventh~~Ninth Amendment filed as Exhibit 10.1 hereto and incorporated herein in its entirety by this reference.

ITEM 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information set forth under Item 1.01 of this report is incorporated herein by reference.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(a)

Not applicable.

(b)

Not applicable.

	(c)	Not applicable.
	(d)	The exhibits listed below are being furnished pursuant to Item 9.01.

(c)

Not applicable.

(d)

The exhibits listed below are being furnished pursuant to Item 9.01.

Exhibit Number

Description

10.1 ~~Seventh~~Ninth Amendment and Consent to ~~Second~~the ~~Lien~~Third Amended and Restated Credit Agreement dated as of ~~December~~January 3115, ~~2008~~2009, by and among ~~BSG~~Butler Service Group, Inc., a New Jersey corporation, certain of its affiliates, and ~~Monroe~~General Electric Capital Corporation in its individual capacity and as agent for the Lenders (“GECC”).

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 622, 2009 BUTLER INTERNATIONAL, INC.

By: /s/ Gerald P. Simone

Gerald P. Simone

SVP, Finance & Accounting

BUTLER INTERNATIONAL, INC.

EXHIBIT LIST

Exhibit Number

Description

Filing Compare · BUTLER INTERNATIONAL INC /MD/