SPECIMEN COMMON STOCK CERTIFICATE

EXHIBIT 4.1

Common Stock Common Stock

Number Shares

KF 04496

THIS CERTIFICATE IS TRANSFERABLE IN
RIDGEFIELD PARK, ILL. OR NEW YORK, NY

KORN/FERRY INTERNATIONAL CUSIP 500643 20 0
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EFFECTIVE SEPTEMBER 22, 1999 EFFECTIVE SEPTEMBER 22, 1999
THE PAR VALUE IS $0.01 THE PAR VALUE IS $0.01

This certifies that





is the owner of

Countersigned and Registered:
CHASEMELLON SHAREHOLDER SERVICES, LLC.

By: /s/ SPECIMEN

Countersigned by Transfer Agent and Registrar

AUTHORIZED SIGNATURE

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 the
duly authorized officers.

Dated:



/s/ Peter L. Dunn [SEAL] /s/ Windle B. Priem

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.



For Value received hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE)

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- ----------------------------------------------------------------------- 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 powers of substitution in the promises.

Dated:
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Signature







Signature
Guaranteed:
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By
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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.