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                                                                   Exhibit 10.10

                     [LETTERHEAD OF HEIDRICK & STRUGGLES]

                                                            January 30, 2001


Mr. David C. Anderson
10048 Hollow Way
Dallas, TX  75229

Dear David:

This letter will serve as a first amendment to and restatement of your May 28,
1992, employment agreement between you and Heidrick & Struggles, Inc.

We are pleased to confirm your continued employment with Heidrick & Struggles,
Inc. and want to set forth our understanding as follows:

1.   During the period between January 1, 2001, and December 31, 2002, you will
     continue to be employed with our Company (based in Dallas, Texas) as
     President and Chief Executive Officer, Heidrick & Struggles Executive
     Search Division, and be responsible for the general management of the
     affairs of the Executive Search Division. You will report to the Chairman
     and President - Chief Executive Officer of Heidrick & Struggles
     International, Inc.

     Effective January 1, 2001, your monthly base salary shall be $50,000.00
     (which is $600,000.00 annually). Thereafter, your base salary will be
     reviewed on at least an annual basis for possible merit increases.

2.   Effective for the calendar years 2001 and 2002 you will have the
     opportunity to receive a performance-based incentive bonus which will be
     determined by the Compensation Committee of the Board of Directors
     consistent with our Annual Incentive Program then in effect for Senior
     Management.

     The bonus component of your compensation will be paid on normal bonus
     payment dates which are currently in December and the following March.
     Your total compensation may include participation in our GlobalShare
     Program, so that your bonus may be partially paid in equity in accordance
     with our GlobalShare Program.

     You will also be eligible to receive stock options and/or other equity
     grants as may be determined by the Compensation Committee.
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Mr. David C. Anderson
January 30, 2001
Page 2

3.   You will continue to be eligible to participate in our benefit programs in
     accordance with the programs' written terms as set forth in plan documents.
     Copies of the booklets and Summary Plan Descriptions describing our group
     health, life/AD&D insurance, long-term disability, time-off benefits such
     as vacation, paid holidays, paid sick time, short-term disability salary
     continuation, the Flexible Spending Account and Heidrick & Struggles,
     Inc. 401(k) Profit-Sharing and Retirement Plan have already been provided
     to you.

4.   Our benefit programs, and policies are reviewed from time to time by the
     Company's management, and our programs and policies may be modified,
     amended or completely terminated at any time.

5.   You are authorized to incur reasonable expenses in carrying out your duties
     and responsibilities under this Agreement, and the Company shall promptly
     reimburse you for all reasonable business expenses incurred in connection
     with carrying out the business of the Company, subject to documentation in
     accordance with the Company's policy.

6.   We may terminate your employment at any time for "Cause."  "Cause" shall
     mean:

     (i)  the embezzlement or misappropriation of funds or property of the
          Company or its affiliates by you, the conviction of, or the entrance
          of a plea of guilty or nolo contendere by, you to a felony which has
          the potential to have a negative impact upon the Company's reputation
          or otherwise bring the Company, any of its affiliates, or the CEO into
          disrepute, or the termination of your employment with the Company
          pursuant to the Company's Harassment Policy; or gross neglect or
          willful misconduct by you in carrying out your duties under this
          Agreement, resulting, in either case, in material economic harm to the
          Company or its affiliates; or

     (ii) breach by you of any of the provisions of this Agreement.

     In the event your employment is terminated by us for "Cause," we shall pay
     you your final paycheck for services through the date of termination and
     for accrued and unused vacation credits and all outstanding options shall
     be forfeited.  Such payments shall fulfill the Company's entire obligation
     to you arising from such termination and you shall not be entitled to
     receive any other payment arising from or respecting your employment or its
     termination except for payments to you of any benefits under the written
     terms and conditions of written benefit plan documents.

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Mr. David C. Anderson
January 30, 2001
Page 3

7.   If the Company terminates your employment other than for "Cause," as
     defined in this Agreement, or in the event there is a Constructive
     Termination Without Cause as defined in this Agreement, at any time on or
     before December 31, 2002, we shall pay you your (a) base salary through the
     date of termination to the extent not theretofore paid; (b) a lump sum
     amount equal to the product of one (1) times your base salary in effect on
     the date of termination payable promptly following the date of termination;
     and (c) a lump sum amount equal to one (1) times the higher of (1) your
     cash bonus for the prior year or (2) the average of cash bonuses for the
     prior three years, payable promptly following the date of termination. In
     addition, all outstanding options or equity instruments shall immediately
     become exercisable and shall remain exercisable for the remainder of their
     originally scheduled terms.

     "Constructive Termination Without Cause" shall mean termination of your
     employment at your initiative within 30 days following the occurrence of
     any of the following events without your consent:

     (i)    a reduction in your then current base salary or target bonus
            opportunity;

     (ii)   a reduction in the aggregate value of the benefits provided to you
            under the Company's medical, health, accident, disability, life
            insurance, thrift and retirement plans, other than any reduction
            that occurs as a result of a modification or termination of such
            plans and programs which affects all participants in such plans or
            programs;

     (iii)  your removal from the position described in Section 1 above;

     (iv)   a material diminution in your duties as described in Section 1
            above; or

     (v)    the failure of the Company to obtain the assumption in writing of
            its obligation to perform this Agreement by any successor to all or
            substantially all of the assets of the Company within 15 days after
            a merger, consolidation, sale or similar transaction.

     Following written notice from you of any of the events described above, the
     Company shall have 30 calendar days in which to cure.  If the Company fails
     to cure, your termination shall become effective on the 31st calendar day
     following the written notice.

8.   If you voluntarily terminate your employment, we will pay you your base
     salary through the date of the termination; and all outstanding options
     which are not then exercisable shall be forfeited; exercisable options
     shall remain exercisable until the earlier of the 30th day after the
     date of termination or the originally scheduled expiration date of the
     options unless the Compensation Committee determines otherwise.
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Mr. David C. Anderson
January 30, 2001
Page 4

9.   In the event that your employment is terminated due to your death or
     disability, you or your estate or your beneficiaries, as the case may be,
     shall be entitled to: (a) receive your base salary through the date of
     termination, to the extent not theretofore paid; (b) a "Pro Rata" annual
     incentive award for the calendar year in which your death or disability
     occurs, based on the higher of (1) the cash bonus for the prior year or (2)
     the average of the cash bonuses for the prior three years, payable in a
     single installment promptly after your death; and all outstanding options
     or equity instruments, whether or not then exercisable, shall become
     exercisable and shall remain exercisable for the remainder of their
     originally scheduled terms.

     For purposes of this section "Pro Rata" shall mean a fraction, the
     numerator of which is the number of days that you were employed in the
     calendar year and the denominator of which shall be the number of days in
     the calendar year.

10.  At the expiration of this Agreement, at your option and with the consent of
     the Board, you may have a paid leave of absence of up to six months (the
     "LOA Period"). The Board's consent may not be unreasonably withheld and
     should be given provided that the Company and its affiliates are doing
     well, and there is no pressing business reason to postpone or shorten the
     LOA Period. During the LOA Period you will receive your then current
     monthly base salary for each month during the LOA Period. During the LOA
     Period, it is our expectation and desire that you will continue to maintain
     business development-related activities to retain your business contacts
     and relationships. You will be reimbursed for your reasonable business
     development expenses upon receipt of the customary expense report.

11.  You acknowledge that the Confidentiality Letter Agreement dated June 3,
     1992 (the "Confidentiality Agreement") between you and the Company remains
     in full force and effect. Any breach of the Confidentiality Agreement shall
     constitute a material breach of this Agreement.

12.  In consideration of your continued employment and the new employment terms
     set forth in this Agreement, you agree that you will not, at any time
     during the term of your employment under this Agreement and for a period of
     twelve months after any termination of your employment with the Company for
     any reason (other than death or disability), directly or indirectly, acting
     with others or alone, manage, operate or control, engage or become
     interested in as an owner (other than as an owner of less than 5% of the
     stock of a publicly owned company), stockholder, partner, director,
     officer, employee (in an executive capacity), consultant or otherwise in
     any business that is a "Competitive Business" with the Company in any
     geographic location in which the Company conducts its business. For
     purposes of this Section, a business operation shall be considered a
     "Competitive Business" with the Company or its affiliates if such business
     operation provides services in the executive search business. You
     acknowledge that the amounts payable to you by the Company in the event of
     your termination of employment by the Company without Cause is intended to
     provide additional consideration for this noncompetition Agreement.
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Mr. David C. Anderson
January 30, 2001
Page 5


13.  This Agreement, which contains our entire understanding, can be amended
     only in writing which is signed by you, together with any one of the
     Chairman, President and CEO of Heidrick & Struggles International, Inc.,
     the Chief Legal Counsel, or the Human Resources Director of the Company.
     You specifically acknowledge that no promises or commitments have been made
     to you that are not set forth in this letter.


To acknowledge your acceptance of this amendment and restatement please sign and
return to me the enclosed copy of this letter.


                                                  Sincerely,

                                                  /s/ Patrick S. Pittard
                                                  Patrick S. Pittard


ACCEPTED:

/s/ David C. Anderson                                     February 1, 2001
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David C. Anderson                                      Date