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                                                                   Exhibit 10.20

                                                                  Execution Copy

                     SECOND AMENDMENT TO CREDIT AGREEMENT

     This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
December 31, 1999 (this "Amendment"), is by and among KORN/FERRY INTERNATIONAL,
a Delaware corporation (the "Borrower"), the undersigned LENDERS (the
"Lenders"), the undersigned ISSUING BANKS (the "Issuing Banks"), and MELLON
BANK, N.A., a national banking association, as agent for the Lenders under the
Credit Agreement referred to below (in such capacity, together with its
successors in such capacity, the "Agent").

                                   RECITALS

     A.  The Borrower, the Lenders, the Issuing Banks and the Agent are parties
to that certain Credit Agreement, dated as of February 8, 1999 (as amended by
that certain First Amendment to Credit Agreement dated as of April 15, 1999, the
"Credit Agreement"), pursuant to which the Lenders have agreed, on the terms and
subject to the conditions described therein, to make Loans to the Borrower, and
the Issuing Banks have agreed, on such terms and subject to such conditions, to
issue Letters of Credit for the account of the Borrower.

     B.  The Borrower, formerly a California corporation, has reincorporated as
a Delaware corporation (the "Reincorporation") and has requested the Lenders to
amend the Credit Agreement, effective as of September 13, 1999, to permit and
account for the Reincorporation.

     C.  The Lenders are willing to grant such waiver and so amend the Credit
Agreement as set forth below.

                               SECOND AMENDMENT

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:

     SECTION 1.  Amendment to Preamble. The preamble to the Credit Agreement is
                 ---------------------
hereby amended by replacing "KORN/FERRY INTERNATIONAL, a California corporation
(the "Borrower")" with "KORN/FERRY INTERNATIONAL, formerly a California
corporation and now a Delaware corporation (the "Borrower")."

     SECTION 2.  Amendment to Section 6.4. Section 6.4 of the Credit Agreement
                 ------------------------
is hereby amended by replacing the existing text of Section 6.4 in its entirety
with new text for Section 6.4, such new text for Section 6.4 to read in its
entirety as follows:
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     "The Borrower shall, and shall cause each of its Subsidiaries to,
     maintain its structure and status as a corporation duly
     organized, validly existing and in good standing under the laws
     of its jurisdiction of incorporation, and to be duly qualified to
     do business as a foreign corporation and in good standing in all
     jurisdictions in which the ownership of its properties or the
     nature of its business or both make such qualification necessary
     or advisable, except for matters that, individually or in the
     aggregate, could not reasonably be expected to have a Material
     Adverse Effect. Notwithstanding the foregoing, the Borrower may
     change its jurisdiction of incorporation from a California
     corporation to a Delaware corporation so long as the Borrower
     executes and delivers, and causes its Subsidiaries to execute and
     deliver, such instruments, agreements, amendments and other
     documents as the Agent, any Issuing Bank or any Lender may
     reasonably request in connection with such change."

     SECTION 3.  Catch-All Amendments. All references in the Credit Agreement
                 --------------------
and each other Loan Document (including without limitation the Notes and any
Exhibits or Schedules to any of them) to the Borrower as a California
corporation are hereby amended to refer to the Borrower as a Delaware
corporation. Each other provision of the Credit Agreement and each other Loan
Document (including without limitation each Note) is hereby amended to the
extent required, and only to the extent required, to permit the Borrower to
change its jurisdiction of incorporation from a California corporation to a
Delaware corporation.

     SECTION 4.  Miscellaneous.
                 -------------

          2.1  Definitions. Capitalized terms used but not otherwise defined in
               -----------
this Amendment have the meanings given to such terms in the Credit Agreement.

          2.2  Effect of Amendment. This Amendment shall become effective as of
               -------------------
September 13, 1999, upon the last to occur of:

          (a)  execution and delivery hereof by (i) the Lenders or the Required
Lenders as permitted or required by Section 10.3 of the Credit Agreement, (ii)
the Borrower, (iii) the Issuing Banks, and (iv) the Agent. The execution below
by the Lenders or Required Lenders (as the case may be) and the Issuing Banks
shall constitute a direction to the Agent to execute this Amendment;

          (b)  delivery by the Borrower to the Agent, with a counterpart for
each Issuing Bank and each Lender, of true copies of all corporate action taken
by the Borrower and each other Loan Party relative to the Reincorporation and
this Amendment;

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          (c) delivery by the Borrower to the Agent, with a counterpart for each
Issuing Bank and each Lender, of an incumbency certificate of the Borrower
substantially in the form of the incumbency certificate delivered by the
Borrower in connection with the execution and delivery of the Credit Agreement;
and

          (d) delivery by the Borrower to the Agent, with a counterpart for each
Issuing Bank and each Lender, of an opinion addressed to the Agent, each Issuing
Bank and each Lender, dated the date of this Amendment, of O'Melveny & Myers,
LLP, counsel to each of the Loan Parties, as to (i) the Borrower's due power and
authority to reincorporate as a Delaware corporation, (ii) the due
reincorporation and good standing of the Borrower as a Delaware corporation, and
(iii) the enforceability of the Credit Agreement and the other Loan Documents
(including without limitation the Notes), as amended. Such opinion shall be
reasonably satisfactory in form and substance to the Agent, each Issuing Bank
and each Lender.

          2.3. Ratification. The Credit Agreement, as amended by this Amendment,
               ------------
is in all respects ratified, approved and confirmed and shall, as so amended,
remain in full force and effect.

          2.4. Governing Law. This Amendment shall be governed by and construed
               -------------
in accordance with the laws of the Commonwealth of Pennsylvania without giving
effect to the conflict of law principles thereof.

          2.5. Counterparts. This Amendment may be executed in any number of
               ------------
counterparts and by the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of  the date first above written.

                                           KORN/FERRY INTERNATIONAL

                                           By: /s/ Elizabeth Murray
                                              ---------------------------------

                                           Title: Executive Vice President &
                                                  Chief Financial Officer
                                                 ------------------------------



                                           MELLON BANK, N.A., as a Lender, as an
                                           Issuing Bank and as Agent

                                           By: /s/ Lawrence Ivey
                                              ---------------------------------

                                           Title: Vice President
                                                 ------------------------------


                                           BANK OF AMERICA NATIONAL TRUST
                                           AND SAVINGS ASSOCIATION,
                                           as an Issuing Bank and a Lender

                                           By: /s/ J. Derek Watson
                                              ----------------------------------

                                           Title: Vice President
                                                 -------------------------------




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