Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  DYE KIRK G.
 2. Date of Event Requiring Statement (Month/Day/Year)
07/09/2014		 3. Issuer Name and Ticker or Trading Symbol
Engility Holdings, Inc. [EGL]
(Last)
(First)
(Middle)
C/O ENGILITY HOLDINGS INC., 3750 CENTERVIEW DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Human Capital Strategies
 5. If Amendment, Date Original Filed(Month/Day/Year)
07/10/2014
(Street)

CHANTILLY, VA 20151		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 24,690 (1) (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DYE KIRK G.
C/O ENGILITY HOLDINGS INC.
3750 CENTERVIEW DRIVE
CHANTILLY, VA 20151		       SVP, Human Capital Strategies  

Signatures

/s/ Jon Brooks as Attorney-in-Fact 07/16/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Consist of 3,174 shares of common stock, 14,388 performance shares, and 7,128 restricted stock units. Performance shares cliff-vest on the third anniversary of the date of grant, with the number of shares delivered based on the Company's performance relative to its peers in terms of revenue growth and total stockholder return. Restricted stock units vest over three years from the date of grant - 25% on the first anniversary, 25% on the second anniversary and 50% on the third anniversary.
(2) The original Form 3 filed on July 10, 2014 is being amended to correctly report the total number of shares beneficially owned directly by the reporting person. The number of performance shares initially reported did not reflect that performance shares are granted at 200% of the target award value (i.e. 14,388 performance shares (as corrected in this filing) compared to 7,194 performance shares (as initially reported)).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.