content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549
  
                                      FORM 8-K
                                    CURENT REPORT
       Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
  
  
  
  
        Date of Report (Date of earliest reported) _________February 1, 2002
  
                               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 2. Acquisition or Disposition of Assets.
  
           On February 1, 2002, ICTS International N.V. ("ICTS") completed the
  sale of its holdings in ICTS Europe Holdings B.V. ("ICTS Europe"), its European
  subsidiary, to Fraport AG, pursuant to the addendum to a share purchase
  agreement, attached as an exhibit hereto. The transaction, was the second and
  final stage of an agreement executed between ICTS and the parent company of
  Fraport, Civas International, on October 5, 2000. As part of this transaction,
  ICTS received approximately $100,000,000 with $45,000,000 paid on October 5,
  2000 and $54,000,000 paid on February 1, 2002. The balance due to the Company is
  to be paid in the first quarter of 2002 subject to upward or downward
  adjustments on the basis of financial results of ICTS Europe for 2001. Item 7.
  Financial Statements and Exhibits.
  
            (c) Exhibits.
  
                1.    Addendum to the Share Purchase Agreement related
                      to ICTS Europe Holdings B.V.
  <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 February 7, 2002                            By: /s/ Lior Zouker
                                                   --------------------------
                                                  Lior Zouker, President & CEO
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metadata_filer: {"company-data": {"conformed-name": "ICTS INTERNATIONAL N V", "cik": "0001010134", "assigned-sic": "7389", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28542", "film-number": "02529380"}, "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
                                    CURENT REPORT
       Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
  
        Date of Report (Date of earliest reported) _________February 1, 2002
  
                               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 2. Acquisition or Disposition of Assets.
  
           On February 1, 2002, ICTS International N.V. ("ICTS") completed the
  sale of its holdings in ICTS Europe Holdings B.V. ("ICTS Europe"), its European
  subsidiary, to Fraport AG, pursuant to the addendum to a share purchase
  agreement, attached as an exhibit hereto. The transaction, was the second and
  final stage of an agreement executed between ICTS and the parent company of
  Fraport, Civas International, on October 5, 2000. As part of this transaction,
  ICTS received approximately $100,000,000 with $45,000,000 paid on October 5,
  2000 and $54,000,000 paid on February 1, 2002. The balance due to the Company is
  to be paid in the first quarter of 2002 subject to upward or downward
  adjustments on the basis of financial results of ICTS Europe for 2001. Item 7.
  Financial Statements and Exhibits.
  
            (c) Exhibits.
  
                1.    Addendum to the Share Purchase Agreement related
                      to ICTS Europe Holdings B.V.
  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 February 7, 2002                            By: /s/ Lior Zouker
                                                   --------------------------
                                                  Lior Zouker, President & CEO