UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)
Hill International, Inc.
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(Name of Issuer)
Common Stock, $.0001 Par Value
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(Title of Class of Securities)
431466101
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(CUSIP Number)
December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
CUSIP No. 431466101
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Brian Taylor
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.00%
12. TYPE OF REPORTING PERSON
IN
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CUSIP No. 431466101
--------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Pine River Capital Management L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.00%
12. TYPE OF REPORTING PERSON
PN
CUSIP No. 431466101
--------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nisswa Master Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.00%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. 431466101
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Item 1(a). Name of Issuer:
Hill International, Inc.
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Item 1(b). Address of Issuer's Principal Executive Offices:
303 Lippincott Centre
Marlton, NJ 08053
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Item 2(a). Name of Persons Filing:
Brian Taylor
Pine River Capital Management L.P.
Nisswa Master Fund Ltd.
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Item 2(b). Address of Principal Business Office, or if None, Residence:
Brian Taylor
Pine River Capital Management L.P.
601 Carlson Parkway
Suite 330
Minnetonka, MN 55305
Nisswa Master Fund Ltd.
c/o Pine River Capital Management L.P.
601 Carlson Parkway
Suite 330
Minnetonka, MN 55305
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Item 2(c). Citizenship:
Brian Taylor - United States
Pine River Capital Management L.P. - Delaware
Nisswa Master Fund Ltd. - Cayman Islands
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Item 2(d). Title of Class of Securities:
Common Stock, $.0001 Par Value
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Item 2(e). CUSIP Number:
431466101
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [_] Investment company registered under Section 8 of the
Investment Company Act.
(e) [_] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
Brian Taylor 0
Pine River Capital Management L.P. 0
Nisswa Master Fund Ltd. 0
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(b) Percent of class:
Brian Taylor 0.00%
Pine River Capital Management L.P. 0.00%
Nisswa Master Fund Ltd. 0.00%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Brian Taylor - 0
Pine River Capital Management L.P. - 0
Nisswa Master Fund Ltd. - 0
(ii) Shared power to vote or to direct the vote:
Brian Taylor - 0
Pine River Capital Management L.P. - 0
Nisswa Master Fund Ltd. - 0
(iii) Sole power to dispose or to direct the disposition of:
Brian Taylor - 0
Pine River Capital Management L.P. - 0
Nisswa Master Fund Ltd. - 0
(iv) Shared power to dispose or to direct the disposition of
Brian Taylor - 0
Pine River Capital Management L.P. - 0
Nisswa Master Fund Ltd. - 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities check the
following [X].
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person.
N/A
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Item 8. Identification and Classification of Members of the Group.
N/A
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Item 9. Notice of Dissolution of Group.
N/A
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Item 10. Certifications.
By signing below, each reporting person certifies that, to the
best of its knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Brian Taylor*
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By: Brian Taylor
PINE RIVER CAPITAL MANAGEMENT L.P.*
By: Pine River Capital Management LLC,
its general partner
/s/ Brian Taylor
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By: Brian Taylor
Title: Sole Member
NISSWA MASTER FUND LTD.*
/s/ Brian Taylor
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By: Brian Taylor
Title: Director
Date: February 13, 2008
* The Reporting Persons disclaim beneficial ownership in the common stock
reported herein except to the extent of their pecuniary interest therein.
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13G dated February 13, 2008 relating to
the Common Stock, $.0001 Par Value of Hill International, Inc. shall be filed on
behalf of the undersigned.
/s/ Brian Taylor
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By: Brian Taylor
PINE RIVER CAPITAL MANAGEMENT L.P.
By: Pine River Capital Management LLC,
its general partner
/s/ Brian Taylor
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By: Brian Taylor
Title: Sole Member
NISSWA MASTER FUND LTD.
/s/ Brian Taylor
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By: Brian Taylor
Title: Director
SK 25686 0004 854549