SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LOWE DAVID L

(Last)

(First)

(Middle)

C/O KORN/FERRY INTERNATIONAL

1900 AVENUE OF THE STARS, SUITE 2600

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KORN FERRY INTERNATIONAL [ KFY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2002

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	06/14/2005		M		2,500	A	$8.85	2,500	D
Common Stock, par value $0.01 per share	06/14/2005		M		392	A	$8.85	2,892	D
Common Stock, par value $0.01 per share	06/14/2005		M		1,242	A	$6.9	4,134	D
Common Stock, par value $0.01 per share	06/14/2005		M		2,500	A	$7.08	6,634	D
Common Stock, par value $0.01 per share	06/14/2005		M		1,004	A	$8.72	7,638	D
Common Stock, par value $0.01 per share	06/14/2005		M		1,430	A	$6.26	9,068	D
Common Stock, par value $0.01 per share	06/14/2005		M		1,285	A	$7.05	10,353	D
Common Stock, par value $0.01 per share	06/14/2005		M		903	A	$10.32	11,256	D
Common Stock, par value $0.01 per share	06/14/2005		M		2,500	A	$9.55	13,756	D
Common Stock, par value $0.01 per share	06/14/2005		M		1,022	A	$9.05	14,778	D
Common Stock, par value $0.01 per share	06/14/2005		M		716	A	$12.52	15,494	D
Common Stock, par value $0.01 per share	06/14/2005		M		582	A	$15.37	16,076	D
Common Stock, par value $0.01 per share	06/14/2005		M		1,342	A	$14.49	17,418	D
Common Stock, par value $0.01 per share	06/14/2005		S		17,418	D	$17.1057	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$8.85	06/24/2002		A		2,500		06/24/2002	06/24/2012	Common Stock	2,500	⁽¹⁾	2,500	D
Employee Stock Option (Right to Buy)	$8.85	06/24/2002		A		392		06/24/2002	06/24/2012	Common Stock	392	⁽¹⁾	392	D
Employee Stock Option (Right to Buy)	$6.9	08/01/2002		A		1,242		08/01/2002	08/01/2012	Common Stock	1,242	⁽¹⁾	1,242	D
Employee Stock Option (Right to Buy)	$8.85	06/14/2005		M			2,500	06/24/2002	06/24/2012	Common Stock	2,500	⁽¹⁾	0	D
Employee Stock Option (Right to Buy)	$8.85	06/14/2005		M			392	06/24/2002	06/24/2012	Common Stock	392	⁽¹⁾	0	D
Employee Stock Option (Right to Buy)	$6.9	06/14/2005		M			1,242	08/01/2002	08/01/2012	Common Stock	1,242	⁽¹⁾	0	D
Employee Stock Option (Right to Buy)	$7.08	06/14/2005		M			2,500	09/24/2002	09/23/2012	Common Stock	2,500	⁽¹⁾	0	D
Employee Stock Option (Right to Buy)	$8.72	06/14/2005		M			1,004	11/05/2002	11/04/2012	Common Stock	1,004	⁽¹⁾	0	D
Employee Stock Option (Right to Buy)	$6.26	06/14/2005		M			1,430	02/03/2003	02/02/2013	Common Stock	1,430	⁽¹⁾	0	D
Employee Stock Option (Right to Buy)	$7.05	06/14/2005		M			1,285	05/01/2003	04/30/2013	Common Stock	1,285	⁽¹⁾	0	D
Employee Stock Option (Right to Buy)	$10.32	06/14/2005		M			903	08/01/2003	07/31/2013	Common Stock	903	⁽¹⁾	0	D
Employee Stock Option (Right to Buy)	$9.55	06/14/2005		M			2,500	09/10/2003	09/10/2013⁽²⁾	Common Stock	2,500	⁽¹⁾	0	D
Employee Stock Option (Right to Buy)	$9.05	06/14/2005		M			1,022	11/03/2003	11/02/2013	Common Stock	1,022	⁽¹⁾	0	D
Employee Stock Option (Right to Buy)	$12.52	06/14/2005		M			716	02/02/2004	02/01/2014	Common Stock	716	⁽¹⁾	0	D
Employee Stock Option (Right to Buy)	$15.37	06/14/2005		M			582	05/03/2004	05/03/2014	Common Stock	285	⁽¹⁾	0	D
Employee Stock Option (Right to Buy)	$14.49	06/14/2005		M			1,342	05/02/2005	05/02/2015	Common Stock	1,342	⁽¹⁾	0	D

Explanation of Responses:

1. Granted as compensation for services as a director.

2. This form correctly reports the expiration date of this option which was reported as September 10, 2003 on the form filed March 9, 2004.

	/s/ Peter L. Dunn, attorney-in-fact	06/16/2005
	** 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).
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