SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]

Check the appropriate box:
Preliminary Proxy Statement [x]
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12

Hill International Inc.
(Name of Registrant as Specified in Its Charter)

Bulldog Investors, LLC
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

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No fee required [x].

Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

(1) Title of each class of securities to which transaction
applies:

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computed pursuant to Exchange Act Rule 0-11 (Set forth the
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Fee paid previously with preliminary materials [].

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the offsetting fee was paid previously. Identify the previous
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PROXY STATEMENT OF BULLDOG INVESTORS, LLC IN OPPOSITION TO THE SOLICITATION
BY THE BOARD OF DIRECTORS OF HILL INTERNATIONAL, INC. FOR THE 2015 ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON ------------, 2015

Bulldog Investors, LLC, is sending this proxy statement and the enclosed
green proxy card on or about -----------, 2015, to common stockholders of
Hill International, Inc. ("Hill") of record on --------------, 2015 (the
"Record Date"). We are soliciting a proxy to vote your shares at the Annual
Meeting of Stockholders (the "Meeting"). Please refer to Hill's proxy
soliciting material for additional information concerning the Meeting and
the matters to be considered by stockholders including the election of
directors.

INTRODUCTION

    There are four matters that stockholders may vote upon at the Meeting:
(1) the election of two Directors; (2) to re-approve Hill's 2010 Senior
Executive Bonus Plan; (3) an advisory stockholder proposal that the Board
of Directors hire an investment banker to investigate the possibility of
a liquidity event to maximize stockholder value, and (4) an advisory
stockholder proposal that the "poison pill" recently adopted by the Board
of Directors be rescinded in the event a cash tender offer is made for all
shares of Hill. We are soliciting a proxy to vote your shares FOR the
election of our nominees as directors, AGAINST the 2010 Senior Executive
Bonus Plan, and FOR the two stockholder proposals. We intend to deliver a
proxy statement and form of proxy to holders of all of Hill's voting
shares.

REASON FOR THE SOLICITATION

    Since early September 2008, when Hill's shares traded at more than $19
per share, its financial performance has been disappointing. On April 10,
2015, Hill's shares closed at $3.79 per share, down over 80% from their
peak. On May 4, 2015, DC Capital Partners, LLC ("DC Capital"), a private
investment firm, announced an offer to purchase Hill for at least $5.50
per share, a premium of 40.7% over the closing price on the previous day.
The next day, Hill announced that the Board had rejected the offer and
adopted a poison pill. In light of management's poor track record, we
believe the Board should actively explore all avenues to maximize
stockholder value. The nominations and proposals we intend to present
at the Meeting are consistent with that goal.

HOW PROXIES WILL BE VOTED

    If you wish to vote FOR the election of our nominees and/or to vote
on any of the above proposals, you may do so by completing and returning
a green proxy card to us or to our agent.  Unless you direct otherwise,
your shares will be voted FOR the election of our nominees, AGAINST the
proposal to re-approve Hill's 2010 Senior Executive Bonus Plan, and FOR
the aforementioned stockholder proposals. In addition, you will be
granting the proxy holder(s) discretionary authority to vote on any other
matters that may come before the Meeting including matters relating to
the conduct of the Meeting.

VOTING REQUIREMENTS

   A quorum will exist if the holders of a majority of the shares are
present in person or by proxy. Directors shall be elected by a plurality
of the votes cast.  The other proposals require the approval of a majority
of the shares present, in person or by proxy, at the Meeting and entitled
to vote. Therefore, any shares not voted on any of those proposals as a
result of an abstention or a broker non-vote are equivalent to a vote
against it. We do not expect any broker non-votes because this is a
contested election.

REVOCATION OF PROXIES

You may revoke any proxy prior to its exercise by: (i) delivering a
written revocation to us; (ii) executing and delivering a later dated
proxy to any party that presents it to the Inspector of Election; or (iii)
voting in person at the Meeting. Attendance at the Meeting will not in and
of itself revoke a proxy. Only your latest dated proxy will be counted.

PROPOSAL 1: ELECTION OF DIRECTORS

At the Meeting, an affiliated stockholder intends to nominate the persons
named below for election as directors.

Andrew Dakos, age 49, Park 80 West - Plaza Two, 250 Pehle Ave., Suite 708,
Saddle Brook, NJ 07663; Mr. Dakos is a member of Bulldog Investors, LLC,
the investment adviser of Special Opportunities Fund, Inc. and the
investment partnerships comprising the Bulldog Investors group of private
funds. He also is a manager of Kimball & Winthrop, LLC, the managing general
partner of Bulldog Investors General Partnership, since 2012. From 2001-2012,
Mr. Dakos was a member of the general partners of several private funds in
the Bulldog Investors group of private funds and in 2012 became a member of
Bulldog Holdings, LLC which became the sole owner of such general partners.
Mr. Dakos has been a director of Special Opportunities Fund, Inc.,
a closed-end fund, since 2009, and the Mexico Equity and Income Fund, Inc.,
a closed-end fund, since 2001. He has also been a director of Imperial
Holdings, Inc., a specialty finance company, since 2012, and Brantley
Capital Corporation intermittently from 2005-2013. From 2009-2012 he
served as Chief Compliance Officer of Bulldog Investors, LLC.

Phillip Goldstein, age 70, business address: Park 80 West - Plaza Two,
250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663; Mr. Goldstein is a
member of Bulldog Investors, LLC, the investment adviser of Special
Opportunities Fund, Inc. and the investment partnerships comprising the
Bulldog Investors group of private funds. He also is a manager of Kimball
& Winthrop, LLC, the managing general partner of Bulldog Investors General
Partnership, since 2012. Until 2012, Mr. Goldstein was a member of the
general partners of several private funds in the Bulldog Investors group
of private funds and in 2012 became a member of Bulldog Holdings, LLC
which became the sole owner of such general partners.
Mr. Goldstein has been a director of Special Opportunities Fund, Inc.,
a closed-end fund, since 2009, the Mexico Equity and Income Fund, Inc.,
a closed-end fund, since 2001, and MVC Capital, Inc., a business
development company, since 2012. He has also been a director of Imperial
Holdings, Inc., a specialty finance company, since 2012, and Brantley
Capital Corporation until 2013.

Unless instructed otherwise, your proxy will be voted FOR the above
nominees. There are no arrangements or understandings between Bulldog
Investors and any of the above nominees in connection with the
nominations.

PROPOSAL 2: ADVISORY VOTE ON THE RE-APPROVAL OF HILL'S 2010 SENIOR
EXECUTIVE BONUS PLAN

Please refer to Hill's proxy soliciting material for additional
information concerning this proposal.  According to the Board's proxy
statement: "[A]lignment of the compensation of our executive officers
with the interests of our stockholders through use of stock-based
incentive compensation is one of the core principles of our Company's
compensation philosophy." That sounds fine but how has it worked out?

The 2010 Plan was approved by stockholders on June 4, 2010 when Hill's
stock closed at $4.25 per share. Almost five years later, on May 1, 2015,
the day prior to the takeover bid by DC Capital, it closed at $3.91. Over
that time span, Irvin and his son, David Richter together received
compensation valued at about $25 million or about 50 cents per share.
In sum, the Richter family has been generously compensated while
stockholder value has declined.

Albert Einstein said that insanity is "doing the same thing over and
over again and expecting different results."  Unless instructed
otherwise, your proxy will be voted AGAINST this proposal.

PROPOSAL 3: AN ADVISORY STOCKHOLDER PROPOSAL THAT THE BOARD OF DIRECTORS
HIRE AN INVESTMENT BANKER TO INVESTIGATE THE POSSIBILITY OF A LIQUIDITY
EVENT TO MAXIMIZE STOCKHOLDER VALUE

In light of the premium cash offer for Hill announced on May 5th, we
believe the Board should consider hiring an investment banker to
investigate whether stockholder value can be maximized through pursuit
of a liquidity event.

Unless instructed otherwise, your proxy will be voted FOR this proposal.

PROPOSAL 4: A STOCKHOLDER PROPOSAL RECOMMENDING THAT THE "POISON PILL"
RECENTLY ADOPTED BY THE BOARD OF DIRECTORS BE RESCINDED IN THE EVENT A
CASH TENDER OFFER IS MADE FOR ALL SHARES

On May 5, 2015, Hill announced that the Board of Directors (1) had
rejected a takeover proposal from DC Capital to acquire Hill at a
minimum of $5.50 per share in cash, and (2) adopted what is commonly
known as a "poison pill." The poison pill effectively prevents anyone
from consummating a cash tender offer for all shares of Hill. It also
effectively entrenches management and the Board, both of which are
conflicted because their lucrative compensation would likely be
eliminated after a takeover. In sum, we believe it is in the best
interests of stockholders to dismantle the poison pill in the event a
cash tender offer is made for all shares of Hill.

Unless instructed otherwise, your proxy will be voted FOR this proposal.

THE SOLICITATION

	We intend to solicit proxies by mail, and may utilize other
means, e.g., telephone or the internet. We intend to deliver this proxy
statement and form of proxy to every shareholder. Our proxy materials
are available at: www.bulldoginvestorsproxymaterials.com.

Persons affiliated with or employed by us may assist us in the
solicitation of proxies. Banks, brokerage houses and other securities
intermediaries will be requested to forward this proxy statement and
the enclosed Green proxy card to the beneficial owners for whom they
hold shares of record. We will reimburse these organizations for their
reasonable out-of-pocket expenses.

	Initially, we and our clients will bear all of the expenses
related to this proxy solicitation.  Because we believe that all
stockholders will benefit from this solicitation, we intend to seek,
subject to any applicable regulatory requirements, reimbursement of
our expenses from the Fund.  Stockholders will not be asked to vote
on the reimbursement of these expenses, which we estimate will total
$125,000.

PARTICIPANTS

 	Bulldog Investors, 250 Pehle Avenue, Suite 708, Saddle Brook,
NJ 07663, is the soliciting stockholder and beneficially owns -------
shares on behalf of clients which were purchased at various times
beginning on ---------. No "participant" has any direct or indirect
arrangement or understanding with any person with respect to any
securities of Hill or with respect to future employment by Hill or
any of its affiliates or to any future transactions to which Hill or
any of its affiliates will or may be a party. A "participant," as
defined by the SEC, includes Bulldog Investors, the nominees
designated above, and each client advised by Bulldog Investors. The
SEC's definition of a "participant" may be misleading because it
suggests that a "participant" has a more active role in a
solicitation than may be the case.

May --, 2015

PROXY CARD

Proxy Solicited in Opposition to the Board of Directors of Hill
International, Inc. ("Hill") by Bulldog Investors, LLC for the 2015
Annual Meeting of Stockholders

The undersigned hereby appoints Phillip Goldstein, Rajeev Das, and
Andrew Dakos, and each of them, as the undersigned's proxies, with
full power of substitution, to attend the Annual Meeting of
Stockholders of Hill and any adjourned or postponed Meeting, and to
vote on all matters that come before either meeting the number of
shares that the undersigned would be entitled to vote if present
in person, as specified below.

(INSTRUCTIONS:  Mark votes by placing an "x" in the appropriate [ ].)

1. ELECTION OF TWO DIRECTORS.

[ ] FOR ANDREW DAKOS			 [ ] WITHHOLD AUTHORITY

[ ] FOR PHILLIP GOLDSTEIN		 [ ] WITHHOLD AUTHORITY

2. ADVISORY VOTE ON THE RE-APPROVAL OF HILL'S 2010 SENIOR EXECUTIVE
BONUS PLAN.

FOR [   ]		AGAINST [   ]			ABSTAIN [   ]

3. AN ADVISORY STOCKHOLDER PROPOSAL THAT THE BOARD OF DIRECTORS HIRE
AN INVESTMENT BANKER TO INVESTIGATE THE POSSIBILITY OF A LIQUIDITY
EVENT TO MAXIMIZE STOCKHOLDER VALUE.

FOR [   ]		AGAINST [   ]			ABSTAIN [   ]

4. A STOCKHOLDER PROPOSAL RECOMMENDING THAT THE "POISON PILL" RECENTLY
ADOPTED BY THE BOARD OF DIRECTORS BE RESCINDED IN THE EVENT A CASH
TENDER OFFER IS MADE FOR ALL SHARES OF HILL.

FOR [   ]		AGAINST [   ]			ABSTAIN [   ]

Please sign and date below.  Your shares will be voted as directed. If
no direction is made, this proxy will be voted FOR the election of
the nominees named above, AGAINST PROPOSAL 2 and FOR Proposals 3 and 4.
The undersigned hereby acknowledges receipt of the proxy statement
dated May --, 2015 of Bulldog Investors, LLC and revokes any proxy
previously executed.

Signature(s) _______________________________  	Dated: _______________