_________________________________________________________________________________________

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~~February 2218, 2009 (~~January~~February 1512, 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))

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))

____________________________________________________________________________________________

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On ~~January~~February 1512, 2009, Butler Service Group, Inc. (“BSG”) and certain of its affiliates, including ~~Butler International, Inc. (~~the “Registrant~~”),~~ entered into a ~~Ninth~~Eighth Amendment ~~and Consent~~ to ~~Third~~Second ~~Amended~~Lien ~~and Restated~~ Credit Agreement, (“~~Ninth~~Eighth Amendment”) with ~~General~~Monroe ~~Electric~~ Capital ~~Corporation~~Management Advisors, LLC, in its individual capacity and as ~~Agent~~agent for Garrison Funding 2008-1 Ltd., and ~~Lender~~MC Funding Ltd. (collectively, “~~GECC~~Monroe”). The ~~Ninth~~Eighth Amendment provides, among other matters, that Monroe ~~GECC~~ will waive compliance with certain financial covenants until March 1, 2009.

The foregoing description of the ~~Ninth~~Eighth Amendment is not, and does not purport to be, complete and is qualified in its entirety by reference to a copy of the ~~Ninth~~Eighth 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.

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

Exhibit Number

Description

10.1 ~~Ninth~~Eighth Amendment ~~and Consent~~ to ~~the~~Second ~~Third~~Lien ~~Amended and Restated~~ Credit Agreement dated as of ~~January~~February 1512, 2009, by and among ~~Butler Service Group~~BSG, ~~Inc., a New Jersey corporation,~~ certain of its affiliates, and ~~General Electric Capital Corporation in its individual capacity and as agent for the Lenders (“GECC”)~~Monroe.

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 22, 2009 BUTLER INTERNATIONAL, INC.




Date: February 18, 2009	BUTLER INTERNATIONAL, INC.


	By:/s/ Gerald P. Simone
	Gerald P. Simone
	SVP, Finance & Accounting

By: /s/ Gerald P. Simone

Gerald P. Simone

SVP, Finance & Accounting

BUTLER INTERNATIONAL, INC.

EXHIBIT LIST

Exhibit Number Description

Exhibit Number	Description



10.1	Eighth Amendment to Second Lien Credit Agreement dated as of February 12, 2009 and among BSG, certain of its affiliates and Monroe.

10.1 Ninth Amendment and Consent to the Third Amended and Restated Credit Agreement dated as of January 15, 2009, by and among Butler Service Group, Inc., a New Jersey corporation, certain of its affiliates, and General Electric Capital Corporation in its individual capacity and as agent for the Lenders (“GECC”).

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