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 ^*

FLEISCHER SPENCER C

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

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

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

(Last)

(First)

(Middle)

C/O FRIEDMAN FLEISCHER & LOWE GP, LLC, 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)
_X_ Form filed by One Reporting Person
___ 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.
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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

See footnote ⁽⁵⁾

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

See footnote ⁽⁵⁾

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

See footnote ⁽⁵⁾

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

See footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FLEISCHER SPENCER C C/O FRIEDMAN FLEISCHER & LOWE GP, LLC ONE MARITIME PLAZA, SUITE 1000 SAN FRANCISCO, CA 94111	X

Signatures

/s/ Spencer C. Fleisher		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 amounts listed reflect the beneficial ownership of the Issuer's securities by FFL Capital Partners, all of which may be deemed attributable to FFL GP because FFL GP is the sole general partner of FFL Capital Partners.
(2)	The amounts listed reflect the beneficial ownership of the Issuer's securities by FFL Executive Partners, all of which may be deemed attributable to FFL GP because FFL GP is the sole general partner of FFL Executive Partners.
(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 provides 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.
(5)	This Statement of Changes in Beneficial Ownership on Form 4 is filed by Spencer C. Fleischer (the "Reporting Person"). Mr. Fleischer was appointed as a member of the Board of Directors of the Issuer on June 27, 2002. The Reporting Person is a senior managing member of Friedman Fleischer & Lowe GP, LLC, a Delaware limited liability company ("FFL GP"), FFL GP is the general partner of each of Friedman Fleischer & Lowe Capital Partners, L.P. ("FFL Capital Partners") and FFL Executive Partners, L .P. ("FFL Executive Partners", and together with FFL Capital Partners, the "FFL Funds").

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