content: FORM 8-K
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                          Report Of Foreign Private Issuer
  
                        Pursuant to Rule 13a-16 or 15d-16 under
                        the Securities Exchange Act of 1934
  
  Date of report (Date of earliest event reported) January 13, 2005
  
  Commission File Number:  0-28542
  
                               ICTS International N.V.
                   (Translation of registrant=s name into English)
  
                 Biesbosch 225, 1181 JC Amstelveen, The Netherlands
                      (Address of principal executive offices)
  
  Indicate by check mark whether the registrant files or will file annual reports
  under cover of Form 20-F or Form 40- F.
  
      Form 20-F  ...X..                  Form 40-F          .....
  -------
  Indicate by check mark if the registrant is submitting the Form 6-K in paper as
  permitted by Regulation S-T Rule 101(b)(1): ____
  
  Note: Regulation S-T Rule
  101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely
  to provide an attached annual report to security holders.
  
  Indicate by check mark if the registrant is submitting the Form 6-K in paper as
  permitted by Regulation S-T Rule 101(b)(7):______ ____
  
  Note: Regulation S-T Rule
  101(b)(7) only permits the submission in paper of a Form 6-K if submitted to
  furnish a report or other document that the registrant foreign private issuer
  must furnish and make public under the laws of the jurisdiction in which the
  registrant is incorporated, domiciled or legally organized (the registrant's
  home country), or under the rules of the home country exchange
  on which the registrant's securities are traded, as long as the report or other
  document is not a press release, is not required to be and has not been
  distributed to the registrant's security holders, and, if discussing a material
  event, has already been the subject of a Form 6-K submission or other Commission
  filing on EDGAR.
  
  Indicate by check mark whether by furnishing the information contained in this
  Form, the registrant is also thereby furnishing the information to the
  Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
                                 Yes ..... No ...X..
  If "Yes" is marked, indicate below the file number assigned to the registrant
  in connection with Rule 12g3-2(b): 82-
  --------
  
  
  <PAGE>
  
  
  
  ITEM 4.01     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
  
  (a) On January 13, 2005, the Audit Committee of ICTS International, N.V.
  ("Company") engaged Goldstein Golub Kessler LLP ("GGK") as the Company's
  independent accountants to audit the statements of operations, changes in
  stockholders' equity and cash flows for the Company.
  
  (b) In addition, on January 13, 2005, the Audit Committee of the Company engaged
  GGK to review the Company's quarterly published financial information for the
  quarter ending September 30, 2004.
  
  (c) PriceWaterhouse Coopers - Kesselman & Kesselman, Certified Public
  Accountants ("PW") had been engaged as the Company's principal independent
  accountants. PW reported that the Company's financial statements during the
  three-year period ended December 31, 2003 and for the interim quarterly periods
  ending March 31, 2004 and June 30, 2004 did not contain an adverse opinion or
  disclaimer opinion, nor were such reports qualified or modified as to
  uncertainty, audit scope or accounting principles. During the three-year period
  ended December 31, 2003, and the subsequent interim periods, the Company did not
  have any disagreements with PW on any matter of accounting principles or
  practices, financial statement disclosure, or auditing scope or procedure, which
  disagreements, if not resolved to the satisfaction of PW would have caused it to
  make a reference to the subject matter of the disagreements in connection with
  its reports.
  
  (d) During the three-year period ended December 31, 2003 and the subsequent
  interim periods prior to GGK's engagement, neither the Company nor anyone on its
  behalf consulted GGK regarding either the application of accounting principles
  to a specified transaction, whether completed or proposed, or the type of audit
  opinion that might be rendered on the Company's consolidated financial
  statements, nor has GGK provided to the Company a written report or oral advice
  regarding such principles or audit opinion.
  
  (e) The Company has requested that PW furnish it with a letter addressed to the
  Securities and Exchange Commission stating whether or not it agrees with the
  above statements. The Company has provided PW with a copy of this Report and,
  when PW furnishes a letter addressed to the Securities and Exchange Commission,
  an amendment to this Report will be filed.
  
  
  
  <PAGE>
  
  
  
  
  Item 7.     Financial Statements and Exhibits.
  
           (c)
                    Exhibits.
  
                       Exhibit No.       Description
                      --------------     --------------------------
  
                            16           Letter from PW on change of independent
                                         accountants
  
  
  
  
  
  
  
  
  
  
  
  
  <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)
  
                             By:      /s/ Avraham Dan
                                      Avraham Dan, Managing Agent
  
  
  
  DATED:   January 18, 2005
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "f8kjan2005.txt", "secsgml_size_bytes": 5627}]
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": "05532447"}, "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: FORM 8-K
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                          Report Of Foreign Private Issuer
  
                        Pursuant to Rule 13a-16 or 15d-16 under
                        the Securities Exchange Act of 1934
  
  Date of report (Date of earliest event reported) January 13, 2005
  
  Commission File Number:  0-28542
  
                               ICTS International N.V.
                   (Translation of registrant=s name into English)
  
                 Biesbosch 225, 1181 JC Amstelveen, The Netherlands
                      (Address of principal executive offices)
  
  Indicate by check mark whether the registrant files or will file annual reports
  under cover of Form 20-F or Form 40- F.
  
      Form 20-F  ...X..                  Form 40-F          .....
  -------
  Indicate by check mark if the registrant is submitting the Form 6-K in paper as
  permitted by Regulation S-T Rule 101(b)(1): ____
  
  Note: Regulation S-T Rule
  101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely
  to provide an attached annual report to security holders.
  
  Indicate by check mark if the registrant is submitting the Form 6-K in paper as
  permitted by Regulation S-T Rule 101(b)(7):______ ____
  
  Note: Regulation S-T Rule
  101(b)(7) only permits the submission in paper of a Form 6-K if submitted to
  furnish a report or other document that the registrant foreign private issuer
  must furnish and make public under the laws of the jurisdiction in which the
  registrant is incorporated, domiciled or legally organized (the registrant's
  home country), or under the rules of the home country exchange
  on which the registrant's securities are traded, as long as the report or other
  document is not a press release, is not required to be and has not been
  distributed to the registrant's security holders, and, if discussing a material
  event, has already been the subject of a Form 6-K submission or other Commission
  filing on EDGAR.
  
  Indicate by check mark whether by furnishing the information contained in this
  Form, the registrant is also thereby furnishing the information to the
  Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
                                 Yes ..... No ...X..
  If "Yes" is marked, indicate below the file number assigned to the registrant
  in connection with Rule 12g3-2(b): 82-
  --------
  ITEM 4.01     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
  
  (a) On January 13, 2005, the Audit Committee of ICTS International, N.V.
  ("Company") engaged Goldstein Golub Kessler LLP ("GGK") as the Company's
  independent accountants to audit the statements of operations, changes in
  stockholders' equity and cash flows for the Company.
  
  (b) In addition, on January 13, 2005, the Audit Committee of the Company engaged
  GGK to review the Company's quarterly published financial information for the
  quarter ending September 30, 2004.
  
  (c) PriceWaterhouse Coopers - Kesselman & Kesselman, Certified Public
  Accountants ("PW") had been engaged as the Company's principal independent
  accountants. PW reported that the Company's financial statements during the
  three-year period ended December 31, 2003 and for the interim quarterly periods
  ending March 31, 2004 and June 30, 2004 did not contain an adverse opinion or
  disclaimer opinion, nor were such reports qualified or modified as to
  uncertainty, audit scope or accounting principles. During the three-year period
  ended December 31, 2003, and the subsequent interim periods, the Company did not
  have any disagreements with PW on any matter of accounting principles or
  practices, financial statement disclosure, or auditing scope or procedure, which
  disagreements, if not resolved to the satisfaction of PW would have caused it to
  make a reference to the subject matter of the disagreements in connection with
  its reports.
  
  (d) During the three-year period ended December 31, 2003 and the subsequent
  interim periods prior to GGK's engagement, neither the Company nor anyone on its
  behalf consulted GGK regarding either the application of accounting principles
  to a specified transaction, whether completed or proposed, or the type of audit
  opinion that might be rendered on the Company's consolidated financial
  statements, nor has GGK provided to the Company a written report or oral advice
  regarding such principles or audit opinion.
  
  (e) The Company has requested that PW furnish it with a letter addressed to the
  Securities and Exchange Commission stating whether or not it agrees with the
  above statements. The Company has provided PW with a copy of this Report and,
  when PW furnishes a letter addressed to the Securities and Exchange Commission,
  an amendment to this Report will be filed.
  Item 7.     Financial Statements and Exhibits.
  
           (c)
                    Exhibits.
  
                       Exhibit No.       Description
                      --------------     --------------------------
  
                            16           Letter from PW on change of independent
                                         accountants
  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)
  
                             By:      /s/ Avraham Dan
                                      Avraham Dan, Managing Agent
  
  DATED:   January 18, 2005