KORN FERRY — Director's Dealing 2004

Jul 21, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KORN FERRY INTERNATIONAL (KFY)
CIK: 0000056679
Period of Report: 2004-06-30

Reporting Person: BURNISON GARY D (COO, CFO and EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-30	Common Stock, par value $0.01 per share	A	10610	—	Disposed	63959	Direct
2004-07-18	Common Stock, par value $0.01 per share	F	1130	$18.92	Disposed	62829	Direct

Footnotes

F1: Represents shares of restricted stock which vest in three equal annual installments beginning on June 30, 2005.

F2: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 18, 2004, of 3,333 shares of restricted stock held by the Reporting Person.

F3: The number of securities shown as beneficially owned has been adjusted downward by 1 share to reflect an inadvertent miscalculation reported in prior reports.