Edgar Filing: KORN FERRY INTERNATIONAL

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FRIEDMAN FLEISCHER & LOWE GP LLC

2. Issuer Name and Ticker or Trading Symbol
KORN FERRY INTERNATIONAL [KFY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

ONE MARITIME PLAZA, SUITE 1000,

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2005

(Street)

SAN FRANCISCO, CA 94111

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

7.5% Convertible Series A Preferred Stock ⁽¹⁾

$ 10.19

03/10/2005

J⁽³⁾

3,122

06/13/2002

06/13/2010

Common Stock

306,419

$ 1,985

141,479

7.5% Convertible Series A Preferred Stock ⁽²⁾

$ 10.19

03/10/2005

J⁽³⁾

06/13/2002

06/13/2010

Common Stock

5,592

$ 1,985

2,511

7.5% Convertible Subordinated Note Due 2010 ⁽¹⁾

$ 10.19

03/10/2005

J⁽³⁾

1 ⁽⁴⁾

06/13/2002

06/13/2010

Common Stock

1,225,862

$ 24,799,183

565,343

7.5% Convertible Subordinated Note Due 2010 ⁽²⁾

$ 10.19

03/10/2005

J⁽³⁾

1 ⁽⁴⁾

06/13/2002

06/13/2010

Common Stock

22,127

$ 447,619

10,278

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FRIEDMAN FLEISCHER & LOWE GP LLC ONE MARITIME PLAZA, SUITE 1000 SAN FRANCISCO, CA 94111		X
FRIEDMAN FLEISCHER & LOWE CAPITAL PARTNERS LP ONE MARITIME PLAZA 10TH FL SAN FRANCISCO, CA 94111		X
FFL EXECUTIVE PARTNERS LP ONE MARITIME PLAZA 10TH FL SAN FRANCISCO, CA 94111		X

Signatures

/s/ David Lowe		03/14/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The securities reported herein as being disposed of were owned of record by Friedman Fleischer & Lowe Capital Partners, L.P.
(2)	The securities reported herein as being disposed of were owned of record by FFL Executive Partners, L.P.
(3)	Sale made to Credit Suisse First Boston Capital LLC pursuant to a Forward Sale Contract entered into as of March 10, 2005. The Forward Sale Contract will provide that the selling person will be required to deliver the Convertible Securities in March, 2007.
(4)	Notes with the aggregate principal amounts of $12,491,531 and $225,469, respectively.
Remarks: FRIEDMAN FLEISCHER & LOWE GP, LLC, as General Partner Name: David Lowe Title: Senior Managing Member

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