SPECIMEN COMMON STOCK CERTIFICATE

Published on December 24, 1998



Common Stock Common Stock

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NUMBER SHARES
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NO PAR VALUE NO PAR VALUE


[LOGO OF KORN/FERRY INTERNATIONAL]

INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA

THIS CERTIFICATE IS TRANSFERABLE IN COUNTERSIGNED AND REGISTERED:
CALIFORNIA OR NEW YORK, NEW YORK CHASEMELLON BANK SHAREHOLDER
SERVICES L.L.C.

CUSIP 500643 20 0 BY

TRANSFER AGENT
AND REGISTRAR

AUTHORIZED SIGNATURE

This certifies that





is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

Korn/Ferry, International transferable in person or by duly authorized attorney
upon surrender of this certificate properly endorsed. This certificate is not
valid unless countersigned by the transfer agent and registered by the
registrar.

Witness the seal of the corporation and the facsimile signatures of its
duly authorized officers.

Dated:
[SEAL]
SECRETARY CHIEF EXECUTIVE OFFICER
AND PRESIDENT

KORN FERRY INTERNATIONAL

Upon request to the Secretary of the Corporation or the transfer agent for
the Common Stock, the Corporation will furnish to any shareholder, without
charge, a full statement of the designations and any preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications, terms and conditions of redemption of the stock of each class
that the Corporation is authorized to issue, the differences in the relative
rights and preferences between the shares of each series of the Corporation's
stock to the extent they have been set and the authority of the Board of
Directors to set the relative rights and preferences of subsequent series of
stock.

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.


For Value received, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
_______________________________________________________________________________
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE)
_______________________________________________________________________________
_________________________________________________________________________Shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
________________________________________________________________________Attorney
to transfer the said shares on the books of the within named Corporation, with
full power of substitution in the premises.
Dated:______________________________________
__________________________________
Signature




Signature
Guaranteed:_______________________________





By________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION, GENERALLY,
BANKS, STOCK BROKERS, SAVINGS INSTITUTIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE PROGRAM.