content: UNITED STATES
                         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 reported) December 2, 2004
  
                               ICTS INTERNATIONAL N.V.
               (Exact name of registrant as specified in its chapter)
  
                                   The Netherlands
  
                            (State or other jurisdiction
                                  of incorporation)
  
                                       0-28542
                              (Commission File Number)
  
                                     00-0000000
                                    (IRS Employer
                                 Identification No.)
  
  
                 Biesbosch 225, 1181 JC Amstelveen, The Netherlands (Address of
                principal executive offices) (Zip Code)
  
  
  
       Registrant's telephone number, including area code: 011-31-20-347-1077
  
  
  
  
  
  
  
  <PAGE>
  
  
  
  
  Item 3.01  Notice of Delisting or Failure to Satisfy a Continued Listing Rule
  or Standard: Transfer of Listing
  
  On December 1, 2004 the Company received notice from the Nasdaq Stock Market
  that it was delisting the securities of the Company because the Company had not
  maintained a market value of publicly held shares of at least $5,000,000, in
  accordance with Marketplace Rule 4450(a)(2). On December 2, 2004 the Company
  notified the staff of the Nasdaq Stock Market that it was appealing the staff's
  determination to a Listings Qualification Panel. The Nasdaq Stock Market will
  notify the Company when a hearing on the Company's appeal will be held.
  According to the Rules, the delisting process will be stayed until the Listings
  Qualification Panel makes a decision on the Company's appeal.
  
  
  
  
  
  
  <PAGE>
  
  
  
                                     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.
  
                             ICTS INTERNATIONAL N.V.
                                       (Registrant)
  
  Date December 2, 2004      By:/s/ Avraham Dan, Managing Director
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "f8k-nov2004.txt", "secsgml_size_bytes": 2326}]
metadata_filer: {"company-data": {"conformed-name": "ICTS INTERNATIONAL N V", "cik": "0001010134", "assigned-sic": "7389", "irs-number": "043212044", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28542", "film-number": "041178952"}, "business-address": {"street1": "1 ROCKEFELLER PLAZA", "street2": "SUITE 2412", "city": "NEW YORK", "state": "NY", "zip": "10020"}, "mail-address": {"street1": "1 ROCKEFELLER PLAZA", "street2": "SUITE 2412", "city": "NEW YORK", "state": "NY", "zip": "10020"}, "former-company": {"former-conformed-name": "ICTS HOLLAND PRODUCTION BV", "date-changed": "19960306"}}
text: UNITED STATES
                         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 reported) December 2, 2004
  
                               ICTS INTERNATIONAL N.V.
               (Exact name of registrant as specified in its chapter)
  
                                   The Netherlands
  
                            (State or other jurisdiction
                                  of incorporation)
  
                                       0-28542
                              (Commission File Number)
  
                                     00-0000000
                                    (IRS Employer
                                 Identification No.)
  
                 Biesbosch 225, 1181 JC Amstelveen, The Netherlands (Address of
                principal executive offices) (Zip Code)
  
       Registrant's telephone number, including area code: 011-31-20-347-1077
  Item 3.01  Notice of Delisting or Failure to Satisfy a Continued Listing Rule
  or Standard: Transfer of Listing
  
  On December 1, 2004 the Company received notice from the Nasdaq Stock Market
  that it was delisting the securities of the Company because the Company had not
  maintained a market value of publicly held shares of at least $5,000,000, in
  accordance with Marketplace Rule 4450(a)(2). On December 2, 2004 the Company
  notified the staff of the Nasdaq Stock Market that it was appealing the staff's
  determination to a Listings Qualification Panel. The Nasdaq Stock Market will
  notify the Company when a hearing on the Company's appeal will be held.
  According to the Rules, the delisting process will be stayed until the Listings
  Qualification Panel makes a decision on the Company's appeal.
  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.
  
                             ICTS INTERNATIONAL N.V.
                                       (Registrant)
  
  Date December 2, 2004      By:/s/ Avraham Dan, Managing Director