KORN FERRY — Director's Dealing 2007

Jul 3, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KORN FERRY INTERNATIONAL (KFY)
CIK: 0000056679
Period of Report: 2007-06-29

Reporting Person: REILLY PAUL C (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-07-02	Common Stock, par value $0.01 per share	M	200000	$7.38	Acquired	426980	Direct
2007-07-02	Common Stock, par value $0.01 per share	M	160000	$15.50	Acquired	586980	Direct
2007-06-29	Common Stock, par value $0.01 per share	A	58925	—	Acquired	645905	Direct
2007-07-02	Common Stock, par value $0.01 per share	S	500000	$25.10	Disposed	145905	Direct
2007-07-02	Common Stock, par value $0.01 per share	F	45176	$26.65	Disposed	100729	Direct
2007-06-29	Common Stock, par value $0.01 per share	F	15197	$26.26	Disposed	85532	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-07-02	Employee Stock Option (right to buy)	$7.38	M	200000	Disposed	2012-09-27	Common Stock, par value $0.01 per share (200000)	Direct
2007-07-02	Employee Stock Option (right to buy)	$15.5	M	160000	Disposed	2011-06-29	Common Stock, par value $0.01 per share (160000)	Direct

Footnotes

F1: The restricted stock vested on June 29, 2007.

F2: Granted to Reporting Person per employment agreement dated April 24, 2007.

F3: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 2, 2007, of 121,316 shares of restricted stock held by Reporting Person.

F4: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on June 29, 2007, of 58,925 shares of restricted stock held by Reporting Person.

F5: The option vested in 3 equal annual installments beginning on September 27, 2003.

F6: Granted as compensation for services as an officer.

F7: The option vested in 3 equal annual installments beginning on June 29, 2002.