EXHIBIT 99.05

           AMENDMENT NO. 1 TO HEIDRICK & STRUGGLES INTERNATIONAL, INC.
                           RESTRICTED STOCK UNIT PLAN

      This Amendment No. 1 to the Company's Restricted Stock Unit Plan is
entered into as of this 6th day of March, 2001 by Heidrick & Struggles
International, Inc. (the "Company").

      WHEREAS, the Company has adopted the Restricted Stock Unit Plan effective
as of March 6, 2000 (the "RSU Plan"); and

      WHEREAS, the Compensation Committee has determined to amend the definition
of "RSU Amount" in the RSU Plan to allow greater flexibility in granting
restricted stock units ("RSUs") and to make a corrective amendment to Section
9.4, all as described below;

      NOW, THEREFORE, the RSU Plan be, and hereby is, amended as follows:

      1. The definition of "RSU Amount" in Article II is deleted and replaced
with the following:

      "RSU Amount" shall mean an amount computed for each Participant equal to
the lesser of:
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            (i)   ten percent (10%) of the sum of the Participant's Compensation
                  for the Applicable Year, plus the Bonus attributable to such
                  Applicable Year, whether paid in the Applicable Year or the
                  calendar year of the Grant Date; or

            (ii)  fifty percent (50%) of the Bonus, attributable to such
                  Applicable Year, whether paid in the Applicable Year or the
                  calendar year of the Grant Date; or

            (iii) solely for Participants who are Partners but not Directors,
                  $25,000.

      Notwithstanding the foregoing, the Committee (or any subcommittee thereof
      authorized by the Board of Directors) in its discretion shall have the
      authority at any time to grant RSUs to any Participant in an amount
      different than that resulting from the application of the above formula.

      2. In the last line of Section 9.4, "Section 7.1(b)" is deleted and
replaced with "Section 7.2."

      3. This amendment shall be effective from and after the date it is
approved by the Compensation Committee of the Board of Directors.



      4. Capitalized terms used in this amendment shall have the same meanings
ascribed to them in the RSU Plan. Except for this amendment and any and all
prior amendments, the RSU Plan shall remain unchanged and in full force and
effect.

      IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 1 as
of the date set forth above.

                                        HEIDRICK & STRUGGLES INTERNATIONAL, INC.

                                            /s/ Stephanie W. Abramson
                                        ________________________________________
                                        By: Stephanie W. Abramson
                                           Its: Secretary