KORN FERRY — Director's Dealing 2010

Jul 12, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KORN FERRY INTERNATIONAL (KFY)
CIK: 0000056679
Period of Report: 2010-07-08

Reporting Person: BURNISON GARY D (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-08	Common Stock, par value $0.01 per share	F	20857	$14.19	Disposed	367273	Direct
2010-07-09	Common Stock, par value $0.01 per share	F	10905	$14.26	Disposed	356368	Direct

Footnotes

F1: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting of restricted stock held by the Reporting Person.

F2: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting of restricted stock and performance shares held by the Reporting Person.