FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BRENNAN JOHN J 		2. Issuer Name and Ticker or Trading Symbol

ICT GROUP INC [ ICTG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O ICT GROUP, INC., 100 BRANDYWINE BLVD. 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/29/2010
(Street)

NEWTOWN, PA 18940
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock                  678096   D    
Common Stock                  45200   (1) D    
Common Stock                  2250000   I   Voting Trust with Donald P. Brennan  
Common Stock                  155316   I   Held by 2009 Grantor Retained Annuity Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option   $16.90                    2/5/2002   2/5/2012   Common Stock   27300     27300   D    
Restricted Stock Units   $0                      (2)   (2) Common Stock   100000     25000   D    
Restricted Stock Units   $0                      (3)   (3) Common Stock   83108     27700   D    
Restricted Stock Units   $0                      (4)   (4) Common Stock   150000     150000   D    
Restricted Stock Units   $0   1/29/2010     A      75000         (5)   (5) Common Stock   75000   $0   75000   D    

Explanation of Responses:
( 1)  Held jointly with spouse.
( 2)  Restricted Stock Unit Award granted March 13, 2006, paid 50% in cash equal to the fair market value of 12,500 shares of common stock on March 13, 2008 and 50% in shares of stock.
( 3)  Restricted Stock Unit Award granted March 13, 2006, pursuant to an employment agreement dated March 13, 2006. This award was based on the Company's 2007 financial performance.
( 4)  Restricted Stock Unit Award granted to an employment agreement dated March 20, 2009, under the 2006 Equity Compensation Plan vesting in four equal installments beginning March 20, 2010. For each installment, 50% will be cash-settled, based on the number of stock units vesting on the relevant date, valued at the fair market value of the Company's common stock on the vesting date. The remaining 50% will be settled with shares of the Company's common stock.
( 5)  Restricted Stock Unit Award granted pursuant to an employment agreement dated March 20, 2009 due to the Company's achievement of the performance target for fiscal year 2009. This award was granted under the 2006 Equity Compensation Plan and vests in three equal installments beginning March 20, 2010.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BRENNAN JOHN J
C/O ICT GROUP, INC.
100 BRANDYWINE BLVD.
NEWTOWN, PA 18940 		X X President and CEO

Signatures
/s/ John J. Brennan 2/2/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Ict Grp., Inc. (MM) (NASDAQ:ICTG)
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