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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K/A

(Amendment No. 2)





ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

Commission file number 001-33961





HILL
INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)







|                                                            |  |                                    
|----------------------------------------------------------- |  | -----------------------------------
|Delaware                                                    |  | 20-0953973                         
|State or other jurisdiction ofincorporation or organization |  | (I.R.S. EmployerIdentification No.)
|                                                            | 
|303 Lippincott Centre, Marlton, NJ                          |  | 08053                              
|(Address of principal executive offices)                    |  | (Zip Code)                         

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





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



|                               |  |                                          
|------------------------------ |  | -----------------------------------------
|Title of each class            |  | Name of each exchange on which registered
|Common Stock, $.0001 par value |  | New York Stock Exchange                  

Securities registered pursuant to Section 12(g) of the Exchange Act: None





Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ̈    No  x

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 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 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.   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition
of accelerated filer and large accelerated filer 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

The aggregated market value of shares of common stock held by non-affiliates based upon the closing sale price of the stock on the New York Stock Exchange
on June 30, 2008 was approximately $349,395,000

As of March 2, 2009, there were 39,965,098 shares of the Registrants Common
Stock outstanding.





Documents Incorporated by Reference  None









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EXPLANATORY NOTE

The purpose of this Annual Report on Form 10-K/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).



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TABLE OF CONTENTS



|                                                    |  |     
|--------------------------------------------------- |  | ----
|                                                    |  | Page
|PART III                                            |  |     
|                                                    | 
|Item 15. Exhibits and Financial Statement Schedules |  | 4   
|                                                    | 
|Signatures                                          |  | 5   



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Part III



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------

(b) Exhibits

Exhibit Index



|           |  |                                                                                                    
|---------- |  | ---------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                        
|           | 
|31.1       |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|           | 
|31.2       |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|           | 
|32.1       |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
|           | 
|32.2       |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 



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Signatures

Pursuant to the requirements of Section 13 or 15(d) 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.By:

/S/    IRVIN E.
RICHTERIrvin E. RichterChairman and Chief Executive OfficerDate:

January 13, 2010


Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been
signed by the following persons on behalf of the Registrant and in the capacities and on the dated indicated.



|      |  |                                                   |  |  |  |       |  |                          
|----- |  | ------------------------------------------------- |  |  |  | ----- |  | -------------------------
|      |  |                                                   |  | 
|By:   |  | /S/    IRVIN E.
RICHTER                           |  |  |  | By:   |  | /S/    WILLIAM J.
DOYLE  
|      |  | Irvin E. Richter                                  |  |  |  |       |  | William J. Doyle         
|      |  | Chairman, Chief Executive Officer and Director    |  |  |  |       |  | Director                 
|      |  |                                                   |  | 
|Date: |  | January 13, 2010                                  |  |  |  | Date: |  | January 13, 2010         
|      |  |                                                   |  | 
|By:   |  | /S/    DAVID L.
RICHTER                           |  |  |  | By:   |  | /S/    BRIAN W.
CLYMER   
|      |  | David L. Richter                                  |  |  |  |       |  | Brian W. Clymer          
|      |  | President, Chief Operating Officer and Director   |  |  |  |       |  | Director                 
|      |  |                                                   |  | 
|Date: |  | January 13, 2010                                  |  |  |  | Date: |  | January 13, 2010         
|      |  |                                                   |  | 
|By:   |  | /S/    JOHN FANELLI
III                           |  |  |  | By:   |  | /S/    ALAN S.
FELLHEIMER
|      |  | John Fanelli III                                  |  |  |  |       |  | Alan S. Fellheimer       
|      |  | Senior Vice President and Chief Financial Officer |  |  |  |       |  | Director                 
|      |  |                                                   |  | 
|Date: |  | January 13, 2010                                  |  |  |  | Date: |  | January 13, 2010         
|      |  |                                                   |  | 
|By:   |  | /S/    CAMILLE S.
ANDREWS                         |  |  |  | By:   |  | /S/    ERIC S.
ROSENFELD 
|      |  | Camille S. Andrews                                |  |  |  |       |  | Eric S. Rosenfeld        
|      |  | Director                                          |  |  |  |       |  | Director                 
|      |  |                                                   |  | 
|Date: |  | January 13, 2010                                  |  |  |  | Date: |  | January 13, 2010         



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Exhibit Index



|           |  |                                                                                                     |  |     
|---------- |  | --------------------------------------------------------------------------------------------------- |  | ----
|ExhibitNo. |  |                                                                                                     |  | Page
|           |  |                                                                                                    
|31.1       |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  |     
|           |  |                                                                                                    
|31.2       |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  |     
|           |  |                                                                                                    
|32.1       |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  |  |     
|           |  |                                                                                                    
|32.2       |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  |  |     



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