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 *
Franzino Michael
   2. Issuer Name and Ticker or Trading Symbol
HEIDRICK & STRUGGLES INTERNATIONAL INC [HSII] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, Global Markets
(Last)
(First)
(Middle)
233 S. WACKER DRIVE, SUITE 4200		 3. Date of Earliest Transaction (Month/Day/Year)
03/12/2007
(Street)

CHICAGO, IL 60606		 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
Common Stock (1) 03/12/2007   C   833 A $ 46.95 35,938 D  
Common Stock 03/12/2007   F(2)   405 D $ 46.95 35,533 D  
Common Stock (3) 03/12/2007   M   1,250 A $ 40.725 36,783 D  
Common Stock (4) 03/12/2007   M   1,000 A $ 35.125 37,783 D  
Common Stock (5) 03/12/2007   M   13,333 A $ 27 51,116 D  
Common Stock (6) 03/12/2007   M   3,333 A $ 36.17 54,449 D  
Common Stock (7) 03/12/2007   M   1,666 A $ 32.9 56,115 D  
Common Stock 03/12/2007   F(8)   16,849 D $ 47.0419 (9) 39,266 D  

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit $ 0 03/12/2007   C     833   (10)   (11) Common Stock 833 $ 0 29,485 D  
Management Right to Buy Option $ 40.725 03/12/2007   M     1,250 03/06/2000 03/06/2010 Common Stock 1,250 $ 40.725 36,000 D  
Management Right to Buy Option $ 35.125 03/12/2007   M     1,000 03/06/2001 03/06/2011 Common Stock 1,000 $ 35.125 35,000 D  
Management Right to Buy Option $ 27 03/12/2007   M     13,333 05/12/2004 05/12/2009 Common Stock 13,333 $ 27 21,667 D  
Management Right to Buy Option $ 36.17 03/12/2007   M     3,333 03/10/2005 03/10/2010 Common Stock 3,333 $ 36.17 18,334 D  
Management Right to Buy Option $ 32.96 03/12/2007   M     1,666 03/03/2006 03/03/2011 Common Stock 1,666 $ 32.96 16,668 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Franzino Michael
233 S. WACKER DRIVE
SUITE 4200
CHICAGO, IL 60606		       Chairman, Global Markets  

Signatures

 Stephen W. Beard, Attorney-in-Fact   03/14/2007
**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) This is a conversion of an award granted on 3/10/06.
(2) Number of shares withheld for tax purposes.
(3) This is an exercise of options granted on 3/6/00.
(4) This is an exercise of options granted on 3/6/01.
(5) This is an exercise of options granted on 5/12/04.
(6) This is an exercise of options granted on 3/10/05.
(7) This is an exercise of options granted on 3/3/06.
(8) Number of shares withheld to cover costs and taxes on option exercises.
(9) This is the average price (from 32 transactions) of the shares withheld to cover exercise and taxes.
(10) This award vests ratably over three years. Upon vesting, the shares automatically convert into an equal number of shares of Company common stock.
(11) As Restricted Stock Units automatically convert upon vesting, there is no expiration date for this award.

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