UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                               _______________

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported):  May 24, 2007

                  HEIDRICK & STRUGGLES INTERNATIONAL, INC.
           (Exact Name of Registrant as Specified in its Charter)

                               _______________

          Delaware
       (State or other                                   36-2681268
       jurisdiction of             0-25837              (IRS Employer
       incorporation)      (Commission File Number)  Identification No.)

     233 South Wacker Drive, Suite 4200, Chicago, IL       60606-6303
         (Address of principal executive offices)          (Zip Code)

     Registrant's telephone number, including area code: (312) 496-1200

                                    N/A
       (Former name or former address, if changed since last report.)

                               _______________


   Check the appropriate box below if the Form 8-K filing is intended to
   simultaneously satisfy the filing obligation of the registrant under
   any of the following provisions (see General Instruction A.2. below):

   / /  Written communications pursuant to Rule 425 under the Securities
        Act (17 CFR 230.425)

   / /  Soliciting material pursuant to Rule 14a-12 under the Exchange
        Act (17 CFR 240.14a-12)

   / /  Pre-commencement communications pursuant to Rule 14d-2(b) under
        the Exchange Act (17 CFR 240.14d-2(b))

   / /  Pre-commencement communications pursuant to Rule 13e-4(c) under
        the Exchange Act (17 CFR 240.13e-4(c))










   ITEM 5.02.     DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
                  DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
                  COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

   On May 24, 2007, the stockholders of Heidrick & Struggles
   International, Inc. (the "Company") approved the 2007 Heidrick &
   Struggles GlobalShare Program (the "GlobalShare Program") and the
   Heidrick & Struggles Incentive Plan (the "Incentive Plan") at the
   Company's Annual Meeting of Stockholders.  The GlobalShare Program and
   the Incentive Plan had previously been approved by the Board of
   Directors of the Company on April 16, 2007, subject to approval of the
   stockholders of the Company.  The material terms of the GlobalShare
   Program and the Incentive Plan are set forth in the Company's Notice
   of Annual Meeting of Stockholders and Proxy Statement dated April 23,
   2007, which descriptions are incorporated herein by reference.   Such
   descriptions do not purport to be complete and are qualified in their
   entirety by reference to the full text of the GlobalShare Program and
   the Incentive Plan, copies of which are filed as Exhibit 10.1 and
   Exhibit 10.2, respectively, to this Form 8-K and are incorporated by
   reference herein.

   The Form of Non-Qualified Stock Option Agreement and Form of
   Restricted Stock Unit Participation Agreement, each for use in the
   granting of awards under the GlobalShare Program, are filed as Exhibit
   10.3 and Exhibit 10.4, respectively, to this Form 8-K and are
   incorporated by reference herein.

   Additionally, on May 24, 2007, the Human Resources and Compensation
   Committee of the Board (the "Committee") approved and adopted
   amendments to the Company's Change in Control Plan (the "CIC Plan").
   The material amendments are as follows:

   1.   The CIC Plan no longer bases eligibility for participation upon
        annual approval by the Committee.  Instead, participation is
        limited to executive employees who are considered "officers"
        pursuant to Section 16 of the Securities Exchange Act of 1934.
        Current participants who do not meet this criteria will continue
        to be covered by the CIC Plan until December 31, 2007.

   2.   The CIC Plan no longer requires annual approval by the Committee
        of the specific benefits provided thereunder, but provides
        generally for the following benefits to the eligible executive if
        his or her employment is terminated by the Company without cause,
        or if the executive terminates his or her employment with the
        Company for good reason, within two years of a change in control
        of the Company (or within six months prior to a change in control
        if such termination is effected prior to, but in anticipation of,
        the change in control):

        *    A lump-sum management bonus payment equal to the greater of
             the executive's annual target management bonus or the


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             average of the management bonuses paid with respect to the
             preceding three years ("bonus amount"), prorated for the
             portion of the year during which the executive was employed.

        *    A lump sum payment determined as follows:  (i) for the Chief
             Executive Officer, an amount equal to 2-1/2 times the sum of
             his salary and bonus amount; (ii) for an Executive Vice
             President or Regional Managing Partner, an amount equal to
             two times the sum of his or her salary and bonus amount; and
             (iii) for a Senior Vice President, an amount equal to one
             times the sum of his or her salary and bonus amount.

        *    Immediate vesting of awards granted under the GlobalShare
             Program.

        *    Reimbursement of reasonable legal fees incurred by the
             executive in enforcing his or her rights under the CIC Plan
             (except for a termination for cause).

        *    If severance benefits to the Chief Executive Officer, an
             Executive Vice President or a Regional Managing Partner
             exceed by 10% the maximum amount payable without triggering
             excise tax liability under Internal Revenue Code Section
             280G, a "gross up" payment to cover any excise and related
             income tax liability incurred as a result.  Severance
             benefits to other participants will be limited under the CIC
             Plan to the maximum amount payable without triggering excise
             tax liability under Internal Revenue Code Section 280G.

   The definitions of "cause", "good reason" and "change in control"
   under the CIC Plan were not altered by the amendments.

   ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

        (c)       Exhibits:

        Exhibit Number      Description
        --------------      -----------

        10.1                2007 Heidrick & Struggles GlobalShare Program

        10.2                Heidrick & Struggles Incentive Plan

        10.3                Form of Non-Qualified Stock Option Agreement

        10.4                Form of Restricted Stock Unit Participation
                            Agreement








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                                 SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of
   1934, the registrant has duly caused this report to be signed on its
   behalf by the undersigned hereunto duly authorized.


   Dated: June 8, 2007

                                 HEIDRICK & STRUGGLES INTERNATIONAL, INC.


                                 By:  /s/ K. Steven Blake
                                      ----------------------------------
                                      K. Steven Blake, Executive Vice
                                      President, General Counsel and
                                      Secretary



































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