KORN FERRY — Director's Dealing 2009

Jul 10, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KORN FERRY INTERNATIONAL (KFY)
CIK: 0000056679
Period of Report: 2009-07-08

Reporting Person: MCNABB ROBERT (CEO of Futurestep and EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-07-08	Common Stock, par value $0.01 per share	A	16670	—	Acquired	69136	Direct
2009-07-09	Common Stock, par value $0.01 per share	F	1607	$9.82	Disposed	67529	Direct
2009-07-10	Common Stock, par value $0.01 per share	F	1330	$9.76	Disposed	66199	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-07-08	Employee Stock Option (right to buy)	$9.75	A	25640	Acquired	2016-07-08	Common Stock (25640)	Direct

Footnotes

F1: The restricted stock vests in four equal annual installments commencing on July 8, 2010.

F2: Granted as compensation for services.

F3: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 9, 2009, of 4,290 shares of restricted stock held by the Reporting Person.

F4: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 10, 2009, of 3,550 shares of restricted stock held by the Reporting Person.

F5: The option vests in four equal annual installments commencing on July 8, 2010.