KORN FERRY — Director's Dealing 2014

May 5, 2014

SEC Form 4/A — Form 4/A

Issuer: KORN FERRY INTERNATIONAL (KFY)
CIK: 0000056679
Period of Report: 2014-04-07

Reporting Person: MULROONEY BYRNE K (CEO of Futurestep)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-07	Common Stock, par value $0.01 per share	F	1806	$28.59	Disposed	53355	Direct

Footnotes

F1: On April 21, 2014, the Reporting Person filed a Form 4 reporting the reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting on April 5, 2014, of 5,565 shares of restricted stock held by the Reporting Person. That Form 4 inadvertently overstated the number of shares withheld for such purposes. This Form 4/A is being filed to amend the number of shares withheld for such purposes and update the number of shares beneficially owned by the Reporting Person following the transaction.

F2: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on April 5, 2014, of 5,565 shares of restricted stock held by the Reporting Person.