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                                                                   EXHIBIT 10.19


                      FIRST AMENDMENT TO CREDIT AGREEMENT
                      -----------------------------------

          THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of April 15, 1999
(this "Amendment"), is by and among KORN/FERRY INTERNATIONAL, a California
corporation (the "Borrower"), the undersigned lenders, and MELLON BANK, N.A., a
national banking association, Issuing Bank and as agent for the Lenders under
the Credit Agreement referred to below.

                             W I T N E S S E T H:
                             - - - - - - - - - -

          WHEREAS, the Borrower, certain Lenders, the Issuing Bank and the Agent
are parties to a Credit Agreement, dated as of ________________ (the "Credit
Agreement"), pursuant to which the Lenders have agreed, on the terms and subject
to the conditions described therein, to make Advances to the Borrower, and the
Issuing Bank has agreed, on such terms and subject to such conditions, to issue
Letters of Credit for the account of the Borrower; and

          WHEREAS, the Borrower has requested the Lenders to make certain
changes to the Credit Agreement; and

          WHEREAS, the Lenders are willing to amend the Credit Agreement and
grant such waiver as set forth below; and

          WHEREAS, capitalized terms used herein and not otherwise defined shall
have the meanings assigned to them in the Credit Agreement;

          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 Credit Agreement.  The definition of the
                      -----------------------------
term "Cash Equivalent Investments" appearing in Section 1.1 of the Credit
Agreement is hereby amended as follows:

          "Cash Equivalent Investments" shall mean as of the date of any
          determination of any of the following: (a) marketable securities (i)
          issued or directly and unconditionally guaranteed as to interest and
          principal by the United States of America, and (ii) obligations issued
          by an agency of the United States of America fully backed by the full
          faith and credit of the United States of America maturing not in
          excess of two years from the date of acquisition, (b) marketable
          direct obligations issued by any state of the United States of America
          or any political subdivision of any such state or any public
          instrumentality thereof, in each case maturing two years
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          after such date and having, at the time of the acquisition thereof, an
          "A2" rating by Moody's Investor's Service, Inc. ("Moody's") or an "A"
          rating by Standard & Poor's Rating Group ("S&P") or an "F-1" rating by
          Fitch Investors Service, L.P., (c) commercial paper maturing not in
          excess of nine months from the date of acquisition and rated "P-1" by
          Moody's or "A-1" by S&P on the date of acquisition (or, with respect
          to commercial paper at any time outstanding having an aggregate cost
          not exceeding the lesser of $10,000,000 and 25% of all cash and cash
          equivalents of the Borrower and its Subsidiaries , rated "P-2" by
          Moody's or "A-2" by S&P), (d) the following obligations of any
          commercial bank insured by the Federal Deposit Insurance Corporation
          having capital and surplus in excess of $100,000,000, which has, or
          the holding company of which has, a commercial paper rating of "P-1"
          from Moody's or "A-1" by S&P (or of any foreign bank which having
          capital and surplus in excess of $500,000,000 which has a debt rating
          of "Aa" by Moody's or of "AA" by S&P: (i) time deposits, certificates
          of deposit and acceptances maturing not in excess of one year from the
          date of acquisition, or (ii) repurchase obligations with a term of not
          more than seven days for underlying securities of the type referred to
          in clause (a) above, (e) repurchase agreements which (i) are entered
          into with any entity referred to in clauses (c) or (d) above or any
          other financial institution whose unsecured long-term debt (or the
          unsecured long-term debt of whose holding company) is rated at least A
          or better by S&P or A2 or better by Moody's and maturing not more than
          one year after such time; and (ii) are secured by a fully perfected
          security interest in securities of a type referred to in clauses (a)
          and (b) above and which have a market value at the time such
          repurchase agreement is entered into of not less than 100% of the
          repurchase obligation of such counterparty entity with whom such
          repurchase agreement has been entered into; (f) short-term tax exempt
          securities that are rated not lower than VMIG2 or MIG2 by Moody's or
          SP-2 by S&P with provisions for liquidity or maturity accommodations
          of 183 days or less; (g) shares of any money market mutual fund that
          has at least 95% of its assets invested continuously in the types of
          investments referred to in clauses (a) through (f) and as to which
          withdrawals are permitted at least every 90 days; (h) in the case of
          any Subsidiary of the Company organized or having its principal place
          of business outside the United States, investments denominated in the
          currency of the jurisdiction in which such Subsidiary is organized or
          has its principal place of business which are similar to the items
          specified in clauses (a) through (g) above; (i) corporate notes and
          bonds maturing not in excess of 12 months from the date of acquisition
          whose issuer's debt rating are "A1" or "AA" by S&P or "Aa" or "P1" by
          Moody's or "F-1" by Fitch; and (j) asset-backed securities having an
          average maturity not in excess of 12 months from the date of
          acquisition and rated "AAA" by S&P or "Aaa" by Moody's.

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          SECTION 2.  Miscellaneous.
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          2.1. Effect of Amendment.  This Amendment shall become effective upon
               -------------------
execution and delivery hereof by the Borrower and the Required Lenders.  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.

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

          2.3. Counterparts.  This Amendment may be executed in any number of
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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.

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          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: EVP & CFO
                                     ----------------------



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

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

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



                              BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                              ASSOCIATION, as a Lender

                              By:__________________________

                              Title:_______________________

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


                              KORN/FERRY INTERNATIONAL

                              By:__________________________

                              Title:_______________________



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

                              By:__________________________

                              Title:_______________________



                              BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                              ASSOCIATION, as a Lender

                              By: /s/ Paul Sutherlen
                                  -------------------------

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

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