##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2009

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number: 001-33961





HILL INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 20-0953973                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|303 Lippincott Centre, Marlton, NJ       |  | 08053     
|(Address of principal executive offices) |  | (Zip Code)

Registrants telephone number, including area code: (856) 810-6200





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 Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate
by a check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ̈    No   ̈

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and
smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large Accelerated Filer |  |  ̈ |  | Accelerated Filer         |  | x
|                        |  |   | 
|Non-Accelerated Filer   |  |  ̈ |  | Smaller Reporting Company |  |  ̈

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the
Exchange Act.    Yes   ̈    No  x

There were 39,964,078 shares of the Registrants Common Stock outstanding at May 1, 2009.









---

##### Table of Contents

EXPLANATORY NOTE

The purpose of this Quarterly Report on Form 10-Q/A is to amend the Section 302 certifications of the Chief Executive Officer and the Chief Financial Officer so that the introductory portion of
bullet point 4 includes the reference to the certifying officers responsibility for establishing and maintaining internal control over financial reporting, as well as paragraph 4(b).



2



---

##### Table of Contents

HILL INTERNATIONAL, INC. AND SUBSIDIARIES

Index to Form 10-Q/A



|           |  |                   |  |  
|---------- |  | ----------------- |  | -
|PART II    |  | OTHER INFORMATION |  |  
|           |  |                  
|Item 6     |  | Exhibits          |  | 4
|           | 
|Signatures |  | 5                



3



---

##### Table of Contents

|Item 6. | Exhibits
|------- | --------



|     |  |                                                                                                                                                                                                 
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                
|     | 
|31.2 |  | Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                
|     | 
|32.1 |  | Certification of Irvin E. Richter, Chief Executive Officer of Hill International, Inc., pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
|     | 
|32.2 |  | Certification of John Fanelli III, Chief Financial Officer of Hill International, Inc., pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.



4



---

##### Table of Contents

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 thereunto duly authorized.



|                        |  |                          |  |                                                                                  
|----------------------- |  | ------------------------ |  | ---------------------------------------------------------------------------------
|                        |  | Hill International, Inc.
|                        |  |                         
|Dated: January 13, 2010 |  | By:                      |  | /S/    IRVIN E.
RICHTER                                                          
|                        |  |                          |  | Irvin E. Richter                                                                 
|                        |  |                          |  | Chairman and Chief Executive Officer (Duly Authorized Officer)                   
|                        |  |                         
|Dated: January 13, 2010 |  | By:                      |  | /S/    JOHN FANELLI
III                                                          
|                        |  |                          |  | John Fanelli III                                                                 
|                        |  |                          |  | Senior Vice President and Chief Financial Officer                                
|                        |  |                         
|Dated: January 13, 2010 |  | By:                      |  | /S/    RONALD F.
EMMA                                                            
|                        |  |                          |  | Ronald F. Emma                                                                   
|                        |  |                          |  | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)



5