##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


Amendment No. 1


FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR
15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934


|   |  |                                                                                             
|-- |  | --------------------------------------------------------------------------------------------
|þ  |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934    
|  
|   |  | For the fiscal year ended June 30, 2005                                                     
|  
|or
|  
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
|  
|   |  | For the transition period
    from           to                                             

COMMISSION FILE NUMBER: 000-27577





HARRIS INTERACTIVE INC.


(Exact Name of Registrant as Specified in its Charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|DELAWARE                                                           |  | 16-1538028                              
|(State or Other Jurisdiction of
    Incorporation or Organization) |  | (I.R.S. Employer
    Identification No.)

135 Corporate Woods, Rochester, New York 14623


(Address of principal executive offices)


Registrants telephone number, including area code:




Securities registered pursuant to Section 12(b) of the
Act:




Securities registered pursuant to Section 12(g) of the
Act:






þ o


o


þ o


þ o










---










HARRIS INTERACTIVE INC.


FORM 10-K/A


FOR THE FISCAL YEAR ENDED JUNE 30, 2005


INDEX







|                                                                                       |  |                                                |    |      |    | 
|-------------------------------------------------------------------------------------- |  | ---------------------------------------------- | -- | ---- | -- | 
|                                                                                       |  |                                                |    | Page |   
|                                                                                       |  |                                                |    |      |   
|Explanatory Note                                                                       |  |                                                | 2  |     
|Part I:                                                                               
|Safe Harbor Statement under the
    Private Securities Litigation Reform Act of 1995 |  |                                                | 3  |     
|Item 1:                                                                                |  | Business                                       |    |      | 3  | 
|Item 9A:                                                                               |  | Controls and Procedures                        |    |      | 77 | 
|Part IV:                                                                              
|Item 15:                                                                               |  | Exhibits and Financial Statement
    Schedules |    |      | 79 | 
|Signatures                                                                             |  |                                                | 87 |     
|Exhibit 31.1 302 Certification                                                        
|Exhibit 31.2 302 Certification                                                        
|Exhibit 32.1 906 Certification                                                        
|Exhibit 32.2 906 Certification                                                        



Explanatory Note






2



---



##### Table of Contents






PART I





Safe Harbor Statement Under the Private
Securities Litigation Reform Act of 1995









|        |         
|------- | --------
|Item 1. | Business



Corporate Overview


The Harris Poll®,




Inside
Research th th Inside Research






Mergers, Acquisitions and Sale of Business




3



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Business Overview




Inside Research.








The Harris Poll


Our Market Opportunity




| |                 
| | ----------------
| | General Overview



4



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The Internet and its Impact on the Market Research and
Polling Industry






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Speed  An average mail survey takes
    approximately six weeks from design to completion. In contrast,
    Internet surveys can be completed in as little as two days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | Value  Traditional survey sample size is
    limited due to the high data collection costs per response.
    Internet-based market research methods can provide larger and
    more robust sample sizes for the same cost, or the same sample
    size can be gathered at a reduced cost. As voicemail, caller ID,
    call screening, answering machines, do-not-call lists, cell
    phone usage and a general aversion to telemarketing have
    proliferated, call acceptance and participation rates have
    dropped, and telephone researchers must call more people to get
    the same number of completed surveys. Therefore, the speed and
    cost advantage of the Internet model actually becomes even
    greater as sample sizes increase.
|
| |  | Versatility  Motion and still pictures,
    graphics, advertising copy, and websites can be securely viewed
    right on the desktop. Images and sound can be combined to
    maintain interest and enhance the respondent experience.
    Internet-based methodology allows surveys to be created on
    demand, with content and sequencing modified as panelists
    respond. Mail surveys, in contrast, are limited to the order and
    content of the printed text of the survey. Online qualitative
    research techniques, such as chat room or bulletin board focus
    groups, can provide substantial savings in time and travel
    costs, as compared to traditional data collection methods, such
    as mail or telephone.                
|
| |  | Accuracy  Our propensity weighting techniques
    have repeatedly produced results that are as accurate or more
    accurate than telephone-based research.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | Honesty  We have discovered that because
    respondents are anonymously interacting with a personal
    computer, rather than a live interviewer, responses to questions
    of a more personal nature such as income, health condition,
    sexual behavior and political affiliation/opinion tend to be
    answered more openly, honestly and in greater detail.                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | Convenience  Online research is conducted on
    the respondents schedule, not the telephone
    researchers schedule. Web-based questionnaires may be
    completed at home, at work, or anywhere a respondent has
    Internet access. Surveys can be created in multiple languages
    and administered around the world 24/7/365.                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | Productivity  Because online panelists can
    read faster than they can listen, more questions can be asked
    (and answered) in the same amount of time. Participants in
    online qualitative sessions type their own transcripts, which
    can be immediately reviewed and analyzed by a market research
    consultant with no transcriptions necessary.                                                                                                                                                                                                                                                                                                                                                                                          



5



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Market Potential


Inside Research


The Harris Interactive Advantage






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Our Highly Skilled Employees. We believe that our
    employees are among the best in the business, and many of them
    are recognized by their peers as leaders in the field of market
    research, or in the particular vertical markets in which they
    specialize. We employ many strategies to attract, retain,
    motivate and reward the best and the brightest employees.                                                                                                                                                                                                                                                                                                                          
|
| |  | Our Satisfied and Loyal Clients. Our intensive
    measurement of customer satisfaction and the associated process
    improvements have allowed us to continually improve the quality
    of services that we deliver. All of our researchers and managers
    are evaluated on customer satisfaction scores, and their bonus
    compensation is also tied to those customer satisfaction levels.
    As of June 30, 2005, based on our internal customer
    satisfaction measurements, we had a worldwide overall
    satisfaction rating of 8.7 and a willingness to recommend rating
    of 8.9, both on a ten point scale. Measuring and achieving high
    levels of customer satisfaction allows us to:



| |   |                                                                                             
| | - | --------------------------------------------------------------------------------------------
| |  | identify and rapidly respond to changing customer needs,                                    
|
| |  | increase the loyalty of our customers and generate greater
    lifetime value from them, and
|
| |  | improve our margins by dampening price sensitivity.                                         



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Our Strong Brand. We believe that The Harris Pollis one of the best known and most trusted polls operating
    today. We have used that familiarity and reputation to build
    awareness of the Harris Interactive brand. We have recently
    expanded The Harris Pollinto the United Kingdom and the
    rest of Europe, and expect to continue to utilize it to raise
    awareness of Harris Interactive on a global scale.                                                                                                  
|
| |  | Our Dedicated, Professional Sales Force. We are one of
    just a few market research firms that utilize a professional
    sales force that is dedicated to generating leads, expanding
    existing client relationships and gaining new business. At the
    end of fiscal 2005, Harris Interactive had 59 full-time
    dedicated sales professionals, including 13 inside client
    development specialists. In addition, there are 44 market
    research professionals who sell independently of the
    sales force.   
|
| |  | Our Internet Panel. We believe our Internet panel to be
    the worlds largest for conducting online market research.
    Currently, our panel consists of over six million individuals
    from around the world who have been double opted-in and have
    voluntarily agreed to participate in our various online research
    studies. An individual double opts-in by affirmatively
    reconfirming an intent to join the panel subsequent to initial
    registration. Our large and diverse Internet panel enables us to:



| |   |                                                                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | conduct a broad range of studies across a wide set of industries,                                                                                                                                                                                          
|
| |  | rapidly survey very large numbers of the general population,                                                                                                                                                                                               
|
| |  | accurately survey certain low-incidence, hard-to-find
    subjects, and                                                                                                                                                                                    
|
| |  | sell our online data collection services to other research firms
    through the Harris Interactive Service Bureau, enabling us to
    penetrate new markets and gain additional market share where we
    do not have relationships or specific expertise.



| |   |                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Our Specialty Sub-Panels. We continually perform
    additional screening of the respondents in our main panel in
    order to form specialty sub-panels or groups of people with
    similar, hard to find

6



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | characteristics. We have developed numerous specialty
    sub-panels, including for example, Affluent, Chronic Illness,
    Mothers and Expectant Mothers, Physicians, Pet Companion and
    Technology Decision-Makers. Our clients value our ability to
    rapidly perform online surveying of low-incidence populations
    and have even asked us to develop proprietary specialty
    sub-panels exclusively for their use. Specialty sub-panel
    research has become a key driver of high profit revenue growth
    for us.
|
| |  | Our Technology. A significant amount of computer software
    and hardware is required to conduct Internet-based market
    research and polling. The key elements of our technology
    infrastructure include:                                                                                                                                                                                                                                                                                                                    



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | A high speed customized email system,which enables us to
    rapidly format, target and send over one million customized
    email invitations per hour,                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | A sophisticated survey engine,which can process 240,000
    five-minute incoming surveys per hour with a peak capacity of
    20,000 surveys processed simultaneously,                                                                                                                                                                                                                                                                                                                                                              
|
| |  | Software systems with multi-lingual capabilities, which
    have the ability to collect data in any language supported by
    Microsoft, including double-byte character sets (such as the
    Asian languages) and right to left reading languages,                                                                                                                                                                                                                                                                                
|
| |  | An advanced survey dispatcher system,which acts like an
    air traffic control system to monitor, control and balance all
    respondent activity across all of our servers, and to ensure
    that no respondent will get a sorry  the system
    is busy notice. In addition, our proprietary dispatcher
    system gathers real-time statistics on survey starts,
    suspensions and completions, shutting off the surveys when the
    contracted completion levels have been achieved, thereby
    reducing cost overruns,
|
| |  | A patented customizable multi-language registration and
    polling system,which allows new and existing panel members
    to add, delete or update their registration information online,
    and which recognizes each panelists language preference
    and delivers the survey in that language,                                                                                                                                                                                                                               
|
| |  | Flexible, automated real-time reporting toolsthat allow
    online access to weighted survey data at any time and speed the
    process of data delivery to clients,                                                                                                                                                                                                                                                                                                                                                                
|
| |  | Our integrated telephoneand Internet data collection
    system, which permits smooth, labor-free transition between
    telephone and Internet modes of interviewing, with real-time
    quota control and integration with the automated real-time
    reporting tools, and                                                                                                                                                                                                                                                       
|
| |  | A fully scalable infrastructurethat was designed to
    easily and inexpensively grow with the expansion of our business.                                                                                                                                                                                                                                                                                                                                                                                                           

Our Products and Services






| |   |                                   
| | - | ----------------------------------
| |  | Automotive and Transportation,    
|
| |  | Consumer Packaged Goods,          
|
| |  | Emerging and General Markets,     
|
| |  | Financial Services,               
|
| |  | Government and Policy,            
|
| |  | Healthcare and Pharmaceutical, and
|
| |  | Technology and Telecom.           





| |   |                             
| | - | ----------------------------
| |  | Customer Loyalty Management,
|
| |  | Marketing Communications,   

7



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| |   |                                    
| | - | -----------------------------------
| |  | Brand and Strategic Consulting, and
|
| |  | Qualitative Research.              







Custom Research






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Survey Design. Initial meetings are conducted with the
    client to clearly define the objectives and reasons for the
    study, which ensures that the data collected will meet the
    customers needs. Based on the requirements, we then
    determine the proper research procedure (such as a mail,
    telephone or Internet survey, focus group meetings or personal
    interviews), identify the population to be surveyed, and design
    the survey questionnaire or focus group protocol.
|
| |  | Data Collection. Field data collection is conducted
    through computer-aided Internet or telephone interviewing, by
    mail or in person, by holding focus group meetings or any
    combination of the above. Quality procedures are intended to
    ensure that surveys are returned and the correct number of
    interviews are completed.                                                                                                                                                       
|
| |  | Weighting, Analysis and Reporting. We review the
    collected data for sufficiency and completeness, weight the data
    accordingly, and then analyze by desired demographic, business
    or industry characteristics. A comprehensive report that
    typically includes recommendations is then prepared and
    delivered to the client.                                                                                                                                                          



Service Bureau Research




8



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Multi-Client Research




Research and Development


Accounting for
Research and Development Costs.


Our Clients




|                                         |  |          |      |  
|---------------------------------------- |  | -------- | ---- | -
|                                         |  | % FY2005 |     
|                                         |  | Revenue  |     
|                                         |  |          |     
|Healthcare and Pharmaceutical            |  |          | 30.2 | %
|Customer Loyalty Management              |  |          | 15.9 | %
|Brand and Strategic Consulting           |  |          | 7.6  | %
|Government and Policy                    |  |          | 7.5  | %
|Marketing Communications                 |  |          | 7.5  | %
|Harris Interactive Service Bureau (HISB) |  |          | 6.3  | %
|Consumer Packaged Goods                  |  |          | 6.1  | %
|Technology and Telecom                   |  |          | 5.7  | %
|Emerging and General Markets             |  |          | 4.2  | %
|Automotive and Transportation            |  |          | 3.7  | %
|Other                                    |  |          | 5.3  | %



Our Sales and Marketing Programs






| |   |                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------
| |  | raise awareness of The Harris Poll,Harris Interactive,
    HI Europe and Novatris brands,                
|
| |  | build awareness and generate leads for new and emerging target
    markets and specific products, and    
|
| |  | support our global network of associated market research firms
    in countries where we are not present.



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Public Relations. Public relations have been the primary
    driver behind the increased awareness of the Harris Interactive
    brand. We engage in comprehensive media relations and public
    relations on a full time basis, both in the United States and
    Europe. We, as well as our clients, regularly create and
    distribute, via national and international news wires, media
    releases based on Harris Interactive survey data. During fiscal
    2005, we created and distributed approximately 230 media
    releases, including the worldwide weekly distribution of The
    Harris Poll. Our public relations team also collaborated
    with over 300 of our clients in reviewing more than 600
    documents for public release based on studies they commissioned
    with Harris Interactive. We respond to approximately 250 media
    inquiries annually from reporters, editors, authors and
    educators and government institutions that want to publish our
    data. We maintain a database of nearly 1,000 media contacts and
    others who have subscribed to receive our news. The Harris
    Interactive name has appeared in many media outlets including
    CNN, Business Week and Time magazines, USA
    Today, The New York Times, The Los Angeles Times, The Chicago
    Tribune and The Boston Globe as well as The
    Economist, The Asahi Shimbun and Nikkei newspapers,
    UPI, AP and Reuters news wires, and the Associated Press and BBC
    radio networks. The Harris Poll is published weekly and
    The Wall Street Journal Online/ Harris Interactive Health
    Care Poll is published bi-weekly on WSJ.com, the online
    edition of The Wall Street Journal. BRANDWEEK and The
    Wall Street Journal also publish our brand and reputation
    research studies annually.
|
| |  | Trade Shows and Speaking Engagements. To further our
    position as a global leader in Internet-based research we have
    participated and will continue to participate in a large number
    of industry tradeshows, seminars and expositions. Our speakers
    have traveled the world to share their knowledge with many
    prestigious organizations, including the United States Congress.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Offline Advertising and Promotion. We use print
    advertising in U.S. and European business and trade publications
    to raise awareness of our brand name and to generate leads for
    individual products and services. The weekly public release of
    The Harris Poll is one of our widest reaching offline
    promotional activities. We also publish Health Care News
    and The Wall Street Journal Online/ Harris Interactive Health
    Care Poll, both containing recent health care research, as
    well as Trends And
    Tudestm
    and The Wirthlin Report. These regularly published market
    and topic-specific newsletters are designed to share our
    knowledge with current and potential customers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | Online Advertising and Promotion. We have entered into
    numerous agreements with Internet portals, such as The Wall
    Street Journal Online, which publishes the weekly editions
    of The Harris Poll and The Wall Street Journal Online/
    Harris Interactive Health Care Poll. We also purchase key
    word searches, global banner advertising and co-registration
    opportunities to generate leads and to recruit new members into
    the Harris Poll Online. Currently, these efforts are adding
    thousands of double-opted in panel members per day, principally
    in the U.S., Canada, the United Kingdom, France, Germany, Italy,
    Spain and the Scandinavian countries. Other online promotions
    are undertaken from time to time to recruit special population
    segments into our panel such as senior citizens, teens,
    minorities, practicing physicians and information technology
    users. We also engage in pay-per-click programs targeted at new
    clients who are seeking a qualified research partner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | Direct Marketing. We also use direct marketing strategies
    to generate leads for our specific products and services.
    Campaigns that incorporate dimensional mail in combination with
    outbound telemarketing calls conducted by our inside sales force
    have yielded good response. These campaigns are scheduled on a
    rotating basis throughout the year to support all major lines of
    business and to maximize the productivity of the inside sales
    force.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Our Competition




10



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Our Intellectual Property and Other Proprietary Rights






| |   |                                                                                                                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | ConceptLoc®  a proprietary suite of online
    security products that protect non-animated graphics interchange
    format and Joint Photographic Expert Group images, prevent
    printing of protected images, disable screen print capability,
    disable save, save as, drag and drop, and copy capabilities and
    defeat third-party capture applications,
|
| |  | Harris Interactive Configurator  a system to conduct
    build your own product configuration research over a
    network, and                                                                                                                                                                                                                                  
|
| |  | Shelf
    Impactsm 
    a system for evaluating the impact of package design and shelf
    placement for store shelf products using extremely short
    duration image exposure.                                                                                                                                                                                  

The
Harris Poll,


11



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The
Harris Poll,








Financial Information About Geographic Areas








12



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|                          |  |          |         |  |          |   |        |          |  |   |       |   |  |   |         | 
|------------------------- |  | -------- | ------- |  | -------- | - | ------ | -------- |  | - | ----- | - |  | - | ------- | 
|                          |  | U.S.     |         |  | Europe   |   |        | Asia     |  |   |      
|                          |  | Market   |         |  | Market   |   |        | Market   |  |   |      
|                          |  | Research |         |  | Research |   |        | Research |  |   | Total |  
|                          |  |          |         |  |          |   |        |          |  |   |       |  
|Year ended June 30, 2005: |  |          |         |  |          |   |        |          |  |   |       |   |  |   |         | 
|Revenue from services     |  | $        | 149,919 |  |          | $ | 46,523 |          |  | $ | 523   |   |  | $ | 196,965 | 
|Net income (loss)         |  |          | 5,786   |  |          |   | (1,150 | )        |  |   | (98   | ) |  |   | 4,538   | 
|Long-lived assets         |  |          | 9,385   |  |          |   | 3,139  |          |  |   | 4     |   |  |   | 12,528  | 
|Deferred tax assets       |  |          | 27,878  |  |          |   | 243    |          |  |   | 66    |   |  |   | 28,187  | 
|                         
|Year ended June 30, 2004: |  |          |         |  |          |   |        |          |  |   |       |   |  |   |         | 
|Revenue from services     |  | $        | 111,999 |  |          | $ | 26,483 |          |  | $ |      |   |  | $ | 138,482 | 
|Net income (loss)         |  |          | 30,040  |  |          |   | (237   | )        |  |   |      |   |  |   | 29,803  | 
|Long-lived assets         |  |          | 4,355   |  |          |   | 1,676  |          |  |   |      |   |  |   | 6,031   | 
|Deferred tax assets       |  |          | 32,254  |  |          |   | 318    |          |  |   |      |   |  |   | 32,572  | 
|                         
|Year ended June 30, 2003: |  |          |         |  |          |   |        |          |  |   |       |   |  |   |         | 
|Revenue from services     |  | $        | 101,050 |  |          | $ | 23,044 |          |  | $ |      |   |  | $ | 124,094 | 
|Net income                |  |          | 10,130  |  |          |   | 703    |          |  |   |      |   |  |   | 10,833  | 
|Long-lived assets         |  |          | 5,951   |  |          |   | 1,651  |          |  |   |      |   |  |   | 7,602   | 
|Deferred tax assets       |  |          | 3,890   |  |          |   | 14     |          |  |   |      |   |  |   | 3,904   | 



Backlog




Employees






13



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##### Table of Contents



Executive Officers of Harris Interactive




|                       |  |     |    |  |          |                                                                               
|---------------------- |  | --- | -- |  | -------- | ------------------------------------------------------------------------------
|Name                   |  | Age |    |  | Position
|                       |  |     |    |  |         
|Gregory T. Novak       |  |     | 43 |  |          | President and Chief Executive Officer                                         
|Leonard R. Bayer       |  |     | 55 |  |          | Executive Vice President, Chief Scientist and
    Chief Technology Officer    
|Frank J. Connolly, Jr. |  |     | 47 |  |          | Executive Vice President, Chief Financial Officer,
    Treasurer and Secretary
|Dennis K. Bhame        |  |     | 57 |  |          | Executive Vice President, Human Resources                                     
|David B. Vaden         |  |     | 34 |  |          | Executive Vice President, Chief Strategy Officer                              
|Dee T. Allsop          |  |     | 57 |  |          | Group President, U.S. Solutions Research Groups                               
|Arthur E. Coles        |  |     | 63 |  |          | Group President, U.S. Industry Research Groups                                
|George H. Terhanian    |  |     | 41 |  |          | President, Harris Interactive Europe and
    Global Internet Research         
|Aled W. Morris         |  |     | 42 |  |          | Managing Director, Harris Interactive Europe                                  



Gregory T. Novak


Leonard R. Bayer


Frank J. Connolly, Jr.


14



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##### Table of Contents





Dennis K. Bhame


David B. Vaden


Dee T. Allsop, PhD


Arthur E. Coles


George H. Terhanian, PhD


Aled W. Morris


15



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Available Information






16



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##### Table of Contents








|         |                        
|-------- | -----------------------
|Item 9A. | Controls and Procedures

Evaluation of Disclosure Controls and Procedures








Managements Report on Internal Control Over Financial
Reporting






77



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##### Table of Contents





Internal Control  Integrated Framework


Changes in Internal Control Over Financial Reporting




78



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##### Table of Contents






PART IV







|         |                                            
|-------- | -------------------------------------------
|Item 15. | Exhibits and Financial Statements Schedules




Financial Statements




|                                                                                                                    |  |  |    | 
|------------------------------------------------------------------------------------------------------------------- |  |  | -- | 
|Report of Independent Registered Public
    Accounting Firm                                                         |  |  | 45 | 
|Consolidated Balance Sheets at
    June 30, 2005 and 2004                                                           |  |  | 46 | 
|Consolidated Statements of Operations for
    the years ended June 30, 2005, 2004 and 2003                          |  |  | 47 | 
|Consolidated Statements of Cash Flows for
    the years ended June 30, 2005, 2004 and 2003                          |  |  | 48 | 
|Consolidated Statements of Changes in
    Stockholders Equity for the years ended June 30,
    2005, 2004 and 2003 |  |  | 49 | 
|Notes to Consolidated Financial Statements
    (including unaudited quarterly results of continuing
    operations) |  |  | 50 | 

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EXHIBITS


|        |    |               |  |                                                                                                                                                                                                                                                                                                                                            
|------- | -- | ------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|Number  |    | Exhibit Title
|        |    |              
|        | 2  | .1            |  | Agreement and Plan of Merger, dated August 5, 2001, among
    Harris Interactive Inc. (the Company), Total Merger
    Sub Inc., and Total Research Corporation (filed as
    Exhibit 99.1 to the Companys Current Report on
    Form 8-K filed August 14, 2001 and incorporated herein
    by reference).                               
|       
|        | 2  | .2            |  | Share Purchase Agreement dated March 2, 2004 among Harris
    Interactive International Inc. and the Shareholders of Novatris,
    S.A. (filed as Exhibit 10.1 to the Companys
    Registration Statement on Form S-3 filed March 8, 2004
    (Registration No. 333-113389) and incorporated herein by
    reference).                    
|       
|        | 2  | .3            |  | Agreement and Plan of Merger, dated as of September 8,
    2004, by and among the Company, Wirthlin Worldwide, Inc.
    (Wirthlin), Capitol Merger Sub, LLC and the
    Stockholders of Wirthlin (filed as Exhibit 2.1 to the
    Companys Current Report on Form 8-K filed
    September 9, 2004 and incorporated herein by reference).
|       
|        | 3  | .1            |  | Amended and Restated Certificate of Incorporation of the Company
    (filed as Exhibit 3.1 to the Companys Annual Report
    on Form 10-K for the fiscal year ended June 30, 2000
    and incorporated herein by reference).                                                                                                              
|       
|        | 3  | .2            |  | By-laws of the Company (filed as Exhibit 3.2 to the
    Companys Annual Report on Form 10-K for the fiscal
    year ended June 30, 2001 and incorporated herein by
    reference).                                                                                                                                                        
|       
|        | 3  | .3            |  | Certificate of Designation, Preferences and Rights of
    Series A Preferred Stock of the Company (filed as
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K filed March 14, 2005 and incorporated herein
    by reference).                                                                                                
|       
|        | 4  | .1            |  | Rights Agreement, dated as of March 11, 2005, by and
    between the Company and American Stock Transfer & Trust
    Company, as Rights Agent (filed as Exhibit 4.1 to the
    Companys Current Report on Form 8-K filed
    March 14, 2005 and incorporated herein by reference).                                                        
|       
|        | 10 | .1.1*         |  | Long-Term Incentive Plan of the Company (included as
    Appendix B to the Companys Definitive Proxy Statement
    on Schedule 14A filed October 8, 2004 and incorporated
    herein by reference).                                                                                                                                       
|       
|        | 10 | .1.2*         |  | Form of Non-Qualified Stock Option Agreement (filed as
    Exhibit 10.3 to the Companys Registration Statement
    on Form S-8 filed December 14, 2004 (Registration
    No. 333-121250) and incorporated herein by reference).                                                                                                           
|       
|        | 10 | .1.3*         |  | Form of Incentive Stock Option Agreement (filed as
    Exhibit 10.4 to the Companys Registration Statement
    on Form S-8 filed December 14, 2004 (Registration
    No. 333-121250) and incorporated herein by reference).                                                                                                               
|       
|        | 10 | .2.1*         |  | 1999 Employee Stock Purchase Plan of the Company (included as
    Appendix C to the Companys Definitive Proxy Statement
    on Schedule 14A filed October 8, 2004 and incorporated
    herein by reference).                                                                                                                              
|       
|        | 10 | .2.2*         |  | Form of Subscription Agreement under 1999 Employee Stock
    Purchase Plan of the Company (included as Exhibit A to
    Exhibit 10.2 to the Companys Registration Statement
    on Form S-1 filed September 17, 1999 (Registration
    No. 333-87311) and incorporated herein by reference).                                              
|       
|        | 10 | .3.1*         |  | Employment Agreement by and between the Company and Albert A.
    Angrisani, dated as of August 5, 2001 (filed as
    Exhibit 10.23 to the Companys Registration Statement
    on Form S-4 filed September 6, 2001 (Registration
    No. 333-69056) and incorporated herein by reference).                                                
|       
|        | 10 | .3.2*         |  | Letter Agreement of Albert A. Angrisani, dated as of
    August 5, 2001 (filed as Exhibit 10.24 to the
    Companys Registration Statement on Form S-4 filed
    September 6, 2001 (Registration No. 333-69056) and
    incorporated herein by reference).                                                                                
|       
|        | 10 | .3.3*         |  | Amendment No. 1 to the Employment Agreement by and between
    the Company and Albert A. Angrisani, dated as of June 28,
    2002 (filed as Exhibit 10.26 to the Companys Annual
    Report on Form 10-K for the fiscal year ended June 30,
    2002 and incorporated herein by reference).                                               
|       
|        | 10 | .3.4*         |  | Amendment No. 1 to the Letter Agreement of Albert A.
    Angrisani, dated as of June 28, 2002 (filed as
    Exhibit 10.27 to the Companys Annual Report on
    Form 10-K for the fiscal year ended June 30, 2002 and
    incorporated herein by reference).                                                                               

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|        |    |               |  |                                                                                                                                                                                                                                                                                                                                                              
|------- | -- | ------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|Number  |    | Exhibit Title
|        |    |              
|       
|        | 10 | .3.5*         |  | Employment Agreement by and between the Company and George
    Terhanian, dated September 26, 2002 (filed as
    Exhibit 10.32 to the Companys Annual Report on
    Form 10-K for the fiscal year ended June 30, 2003 and
    incorporated herein by reference).                                                                                            
|       
|        | 10 | .3.6*         |  | Employment Agreement between the Company and Gordon S. Black,
    dated as of December 16, 2002 (filed as Exhibit 10.1
    to the Companys Quarterly Report on Form 10-Q for the
    fiscal quarter ended December 31, 2002 (erroneously
    referenced therein as Confidentiality and Non-Competition
    Agreement) and incorporated herein by reference).
|       
|        | 10 | .3.7*         |  | Form of Change in Control Agreement entered into by Company with
    each of the following individuals (filed as Exhibit 10.1 to
    the Companys Quarterly Report on Form 10-Q for the
    fiscal quarter ended March 31, 2003 and incorporated herein
    by reference):                                                                                  

| |  |                  |  |                     
| |  | ---------------- |  | --------------------
| |  | Dennis K. Bhame  |  | Arthur E. Coles     
| |  | Gareth Davies    |  | James E. Fredrickson
| |  | Ronald B. Knight |  | Peter J. Milla      
| |  | Gregory T. Novak |  | George B. Terhanian 
| |  | David B. Vaden   |  |                     

| |    |        |  |                                                                                                                                                                                                                                                                                                                          
| | -- | ------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10 | .3.8*  |  | Amendment to Employment Agreement by and between the Company and
    Gordon S. Black, dated July 1, 2003 (filed as
    Exhibit 10.30 to the Companys Annual Report on
    Form 10-K for the fiscal year ended June 30, 2003 and
    incorporated herein by reference).                                                  
|
| | 10 | .3.9*  |  | Employment Agreement by and between the Company and Leonard R.
    Bayer, dated July 1, 2003 (filed as Exhibit 10.31 to
    the Companys Annual Report on Form 10-K for the
    fiscal year ended June 30, 2003 and incorporated herein by
    reference).                                                              
|
| | 10 | .3.10* |  | Letter Agreement of Albert A. Angrisani, effective as of
    July 1, 2003 (filed as Exhibit 10.33 to the
    Companys Annual Report on Form 10-K for the fiscal
    year ended June 30, 2003 and incorporated herein by
    reference).                                                                                 
|
| | 10 | .3.11* |  | Employment Agreement by and between Total Research Corporation
    and Theresa Flanagan, dated January 1, 1999 (filed as
    Exhibit 10.34 to the Companys Annual Report on
    Form 10-K for the fiscal year ended June 30, 2003 and
    incorporated herein by reference).                                            
|
| | 10 | .3.12* |  | Employment Agreement between the Company and Gregory T. Novak,
    dated November 7, 2003 (filed as Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended December 31, 2003 and incorporated herein by
    reference).                                                        
|
| | 10 | .3.13* |  | Employment Agreement between the Company and Robert E. Knapp,
    dated as of December 31, 2003 and effective as of
    January 26, 2004 (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed
    January 6, 2004 and incorporated herein by reference).                                         
|
| | 10 | .3.14* |  | Employment Agreement between the Company and David Vaden, dated
    January 1, 2004 (filed as Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended March 31, 2004 and incorporated herein by
    reference).                                                                 
|
| | 10 | .3.15* |  | Form of Non-Qualified Stock Option Agreement between the Company
    and certain employees of Novatris, S.A. dated as of
    March 2, 2004 (filed as Exhibit 4.2 to the
    Companys Registration Statement on Form S-8 filed
    March 8, 2004 (Registration No. 333-113392) and
    incorporated herein by reference).
| | 10 | .3.16* |  | Employment Agreement between the Company and Gregory T. Novak,
    dated April 1, 2004 (filed as Exhibit 10.2 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended March 31, 2004 and incorporated herein by
    reference).                                                              
|
| | 10 | .3.17* |  | Amended and Restated Employment Agreement between the Company
    and Albert Angrisani, effective as of April 1, 2004 (filed
    as Exhibit 99.2 to the Companys Current Report on
    Form 8-K filed on April 2, 2004 and incorporated
    herein by reference).                                                       
|
| | 10 | .3.18* |  | Letter Agreement between the Company and Dee Allsop, dated
    September 9, 2004 (filed as Exhibit 10.1 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended September 30, 2004 and incorporated herein by
    reference).                                                                

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|        |    |               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------- | -- | ------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|Number  |    | Exhibit Title
|        |    |              
|        | 10 | .3.19*        |  | Letter Agreement between the Company and David Richardson, dated
    September 9, 2004 (filed as Exhibit 10.2 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended September 30, 2004 and incorporated herein by
    reference).                                                                                                                                                                                                                                                                                                                                            
|       
|        | 10 | .3.20*        |  | Letter Agreement between the Company and Richard B. Wirthlin,
    dated September 9, 2004 (filed as Exhibit 10.3 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended September 30, 2004 and incorporated herein by
    reference).                                                                                                                                                                                                                                                                                                                                         
|       
|        | 10 | .3.21*        |  | Employment Agreement between the Company and Frank J.
    Connolly, Jr., dated as of January 1, 2005 (filed as
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K filed January 4, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                                                           
|       
|        | 10 | .3.22*        |  | Non-Qualified Stock Option Agreement between the Company and
    Frank J. Connolly, Jr., dated as of January 3, 2005
    (filed as Exhibit 10.2 to the Companys Current Report
    on Form 8-K filed January 4, 2005 and incorporated
    herein by reference).                                                                                                                                                                                                                                                                                                                                           
|       
|        | 10 | .3.23*        |  | Amendment to Employment Agreement between the Company and Robert
    E. Knapp, dated as of January 1, 2005 (filed as
    Exhibit 10.3 to the Companys Current Report on
    Form 8-K filed January 4, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                                                     
|       
|        | 10 | .3.24*        |  | Amendment to Employment Agreement between the Company and
    Leonard R. Bayer, dated as of January 1, 2005 (filed as
    Exhibit 10.4 to the Companys Current Report on
    Form 8-K filed January 4, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                                                    
|       
|        | 10 | .3.25*        |  | Amendment to Employment Agreement between the Company and
    Gregory T. Novak, dated as of January 1, 2005 (filed as
    Exhibit 10.5 to the Companys Current Report on
    Form 8-K filed January 4, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                                                    
|       
|        | 10 | .3.26*        |  | Letter agreement between the Company and Theresa A. Flanagan,
    dated as of April 26, 2005 (filed as Exhibit 10.1 to
    the Companys Current Report on Form 8-K filed
    April 29, 2005 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                        
|       
|        | 10 | .3.27*        |  | Form of Change in Control Agreement between the Company and each
    of Dee Allsop, Aled Morris, David Richardson and Stephan Sigaud
    (filed as Exhibit 10.1 to the Companys Current Report
    on Form 8-K filed May 31, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                              
|       
|        | 10 | .3.28*        |  | Summary of Compensation Arrangements for Non-Employee Directors
    of Harris Interactive Inc. (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed
    June 13, 2005 and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                       
|       
|        | 10 | .3.29*        |  | Separation Agreement and Mutual Release of Claims effective as
    of June 30, 2005 between the Company and Robert E. Knapp
    (filed as Exhibit 10.1 to the Companys Current Report
    on Form 8-K filed July 6, 2005 and incorporated herein
    by reference).                                                                                                                                                                                                                                                                                                                                       
|       
|        | 10 | .3.30*        |  | Amendment to Employment Agreement by and between the Company and
    Gregory T. Novak, dated as of May 24, 2005 and effective as
    of May 23, 2005 (filed as Exhibit 10.3.30 to the
    Companys Annual Report on Form 10-K for the fiscal
    year ended June 30, 2005 and incorporated herein by
    reference).                                                                                                                                                                                                                                                                                      
|       
|        | 10 | .4            |  | Form of Option Agreement between the Company and certain of the
    Shareholders of Novatris, S.A. (filed as Exhibit 10.2 to
    the Companys Registration Statement on Form S-3 filed
    March 8, 2004 (Registration No. 333-113389) and
    incorporated herein by reference).                                                                                                                                                                                                                                                                                                                         
|       
|        | 10 | .5.1          |  | Leases for 135, 155 & 60 Corporate Woods, Rochester,
    New York dated April 12, 1991 between Gordon S. Black
    Corporation and Corporate Woods Associates, together with all
    amendments thereto (filed as Exhibit 10.6.1 to the
    Companys Registration Statement on Form S-1 filed
    September 17, 1999 and incorporated herein by reference);
    amendments dated February 11, 2000, March 14, 2000 and
    October 1, 2000 (filed as Exhibit 10.6.1 to the
    Companys Annual Report on Form 10-K for the fiscal
    year ended June 30, 2001 and incorporated herein by
    reference).
|       
|        | 10 | .5.2          |  | Lease for 70 Carlson Road, Rochester, New York dated
    July 1, 1998 between Gordon S. Black Corporation and
    Carlson Park Associates, together with all amendments thereto
    (filed as Exhibit 10.6.2 to the Companys Registration
    Statement on Form S-1 filed September 17, 1999
    (Registration No. 333-87311) and incorporated herein by
    reference).                                                                                                                                                                                                                                  

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|        |    |               |  |                                                                                                                                                                                                                                                                                                                                                                    
|------- | -- | ------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|Number  |    | Exhibit Title
|        |    |              
|       
|        | 10 | .5.3          |  | Lease for 111 Fifth Avenue, New York, New York dated
    June 9, 1994 between Louis Harris and Associates, Inc. and
    B.J.W. Associates (filed as Exhibit 10.7 to the
    Companys Registration Statement on Form S-1/ A filed
    October 26, 1999 (Registration No. 333-87311) and
    incorporated herein by reference).                                     
|       
|        | 10 | .5.4          |  | Agreement of Sublease between the Company and The McCall Pattern
    Company, Inc., as successor-in-interest by merger to Butterick
    Company, Inc., dated as of June 8, 2004 (filed as
    Exhibit 10.5.4 to the Companys Current Report on
    Form 8-K filed March 18, 2005 and incorporated herein
    by reference).                                       
|       
|        | 10 | .5.5          |  | Lease Agreement between Wirthlin (formerly known as Decima
    Research) and WB&H Investments, dated September 15,
    1985 (filed as Exhibit 10.4 to the Companys Quarterly
    Report on Form 10-Q for the fiscal quarter ended
    September 30, 2004 and incorporated herein by reference).                                                                   
|       
|        | 10 | .5.6          |  | Lease Agreement between Wirthlin (formerly known as Decima
    Research) and Richard B. Wirthlin Family LLC, dated
    April 23, 2002 (filed as Exhibit 10.5 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended September 30, 2004 and incorporated herein by
    reference).                                                     
|       
|        | 10 | .5.7          |  | Lease Agreement Amendment Number 1 between Wirthlin
    Worldwide, LLC and WB&H Investments, dated as of
    August 23, 2005 (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed
    August 26, 2005 and incorporated herein by reference).                                                                                               
|       
|        | 10 | .5.8          |  | Lease between Silk Developments Limited and Business Market
    Research Limited, dated July 15, 1997 (filed as
    Exhibit 10.5.8 to the Companys Annual Report on
    Form 10-K for the fiscal year ended June 30, 2005 and
    incorporated herein by reference).                                                                                              
|       
|        | 10 | .5.9          |  | Rent Review Memorandum between Silk Developments Limited and
    Business Market Research Limited dated August 30, 2002
    (filed as Exhibit 10.5.9 to the Companys Annual
    Report on Form 10-K for the fiscal year ended June 30,
    2005 and incorporated herein by reference).                                                                            
|       
|        | 10 | .5.10         |  | Lease among Procter & Gamble (LLCP Limited), Procter &
    Gamble (Health & Beauty Care Limited, HI Europe Limited and
    Harris Interactive Inc, dated May 9, 2005 (filed as
    Exhibit 10.5.10 to the Companys Annual Report on
    Form 10-K for the fiscal year ended June 30, 2005 and
    incorporated herein by reference).                              
|       
|        | 10 | .5.11         |  | Agreement for Surrender among Procter & Gamble (LLCP
    Limited), Procter & Gamble (Health & Beauty Care
    Limited, HI Europe Limited and Harris Interactive Inc., dated
    April 4, 2005 (filed as Exhibit 10.5.11 to the
    Companys Annual Report on Form 10-K for the fiscal
    year ended June 30, 2005 and incorporated herein by
    reference).     
|       
|        | 10 | .5.12         |  | Lease between Merritt 7 Venture LLC and Harris Interactive,
    Inc., dated March 27, 2001 (filed as Exhibit 10.5.12
    to the Companys Annual Report on Form 10-K for the
    fiscal year ended June 30, 2005 and incorporated herein by
    reference).                                                                                                        
|       
|        | 10 | .5.13         |  | Lease amendment Number 1 between Merritt 7 Venture
    LLC, and Harris Interactive Inc., dated as of January 21,
    2005 (filed as Exhibit 10.5.13 to the Companys Annual
    Report on Form 10-K for the fiscal year ended June 30,
    2005 and incorporated herein by reference).                                                                             
|       
|        | 10 | .5.14         |  | Lease Agreement Amendment Number 1 between Wirthlin
    Worldwide, LLC and WB&H Investments, dated as of
    August 23, 2005 (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed
    August 26, 2005 and incorporated herein by reference).                                                                                               
|       
|        | 10 | .5.15         |  | Lease Agreement Amendment Number 2 for 4665 Cornell Rd, Blue
    Ash, Ohio dated April 9, 2003 between Wirthlin Worldwide
    LLC and CR Blue Ash LLC. (filed as Exhibit 10.5.15 to the
    Companys Annual Report on Form 10-K for the fiscal
    year ended June 30, 2005 and incorporated herein by
    reference).                                            
|       
|        | 10 | .5.16         |  | Lease Agreement Amendment Number 8 between Harris Interactive
    Inc, and 5 Independence Associates Limited Partnership for 5
    Independence Way, Princeton, New Jersey dated February 24,
    2004 (filed as Exhibit 10.5.16 to the Companys Annual
    Report on Form 10-K for the fiscal year ended June 30,
    2005 and incorporated herein by reference).
|       
|        | 10 | .6.1          |  | Revolving Credit Facility between Gordon S. Black Corporation
    and Manufacturers and Traders Trust Company dated
    August 18, 1999 (filed as Exhibit 10.9 to the
    Companys Registration Statement on Form S-1/ A filed
    October 26, 1999 (Registration No. 333-87311) and
    incorporated herein by reference).                                       

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|        |    |               |  |                                                                                                                                                                                                                                                                                                                              
|------- | -- | ------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|Number  |    | Exhibit Title
|        |    |              
|       
|        | 10 | .6.2          |  | Amendment to Revolving Credit Facility between the Company and
    Manufacturers and Traders Trust Company dated March 2, 2004
    (filed as Exhibit 10.6.2 to the Companys Annual
    Report on Form 10-K for the fiscal year ended June 30,
    2004 and incorporated herein by reference).                               
|       
|        | 10 | .7            |  | Amended and Restated Investment Agreement between Riedman
    Corporation and the Company dated October 15, 1991 (filed
    as Exhibit 10.12 to the Companys Registration
    Statement on Form S-1/ A filed October 26, 1999
    (Registration No. 333-87311) and incorporated herein by
    reference).                   
|       
|        | 10 | .8            |  | Registration Agreement between the Company and Riedman
    Corporation dated as of October 15, 1999 (filed as
    Exhibit 10.17 to the Companys Registration Statement
    on Form S-1/ A filed October 26,1999 (Registration
    No. 333-87311) and incorporated herein by reference).                                     
|       
|        | 10 | .9            |  | Escrow Agreement by and among the Company, Manufacturers and
    Traders Trust Company, and the Stockholders of Wirthlin, dated
    as of September 8, 2004 (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed
    September 9, 2004 and incorporated herein by reference).                        
|       
|        | 10 | .10           |  | Form of Lock-Up Agreement by and among the Company and each of
    the Stockholders of Wirthlin, dated as of September 8, 2004
    (filed as Exhibit 10.2 to the Companys Current Report
    on Form 8-K filed September 9, 2004 and incorporated
    herein by reference).                                                 
|       
|        | 10 | .11           |  | Form of Noncompetition, Nondisclosure and Nonsolicitation
    Agreement by and among the Company and certain of the
    Stockholders of Wirthlin, dated as of September 8, 2004
    (filed as Exhibit 10.3 to the Companys Current Report
    on Form 8-K filed September 9, 2004 and incorporated
    herein by reference).
|       
|        | 10 | .12           |  | Form of Release given by each of the Stockholders of Wirthlin,
    dated as of September 8, 2004 (filed as Exhibit 10.4
    to the Companys Current Report on Form 8-K filed
    September 9, 2004 and incorporated herein by reference).                                                                                   
|       
|        | 10 | .13           |  | Consent, Waiver and Amendment to Loan Agreement by and between
    Wirthlin and SunTrust Bank, dated as of September 7, 2004
    (filed as Exhibit 10.5 to the Companys Current Report
    on Form 8-K filed September 9, 2004 and incorporated
    herein by reference).                                                   
|       
|        | 10 | .14           |  | Letter agreement by and among Wirthlin, SunTrust Bank and the
    guarantors party thereto dated as of February 6, 2002
    (filed as Exhibit 10.6 to the Companys Current Report
    on Form 8-K filed September 9, 2004 and incorporated
    herein by reference).                                                        
|       
|        | 10 | .15           |  | Commercial Note by Wirthlin in favor of SunTrust Bank, dated as
    of September 7, 2004 (filed as Exhibit 10.7 to the
    Companys Current Report on Form 8-K filed
    September 9, 2004 and incorporated herein by reference).                                                                                           
|       
|        | 10 | .16           |  | Commercial Note by Wirthlin in favor of SunTrust Bank, dated as
    of February 6, 2002 (filed as Exhibit 10.8 to the
    Companys Current Report on Form 8-K filed
    September 9, 2004 and incorporated herein by reference).                                                                                            
|       
|        | 10 | .17           |  | Promissory Note issued by Wirthlin to James Granger, dated
    April 29, 2004 (filed as Exhibit 10.14 to the
    Companys Quarterly Report on Form 10-Q for the fiscal
    quarter ended September 30, 2004 and incorporated herein by
    reference).                                                                      
|       
|        | 10 | .18           |  | Exclusive License Agreement by and between the Company and
    Taylor Nelson Sofres Plc, dated as of December 31, 2004
    (filed as Exhibit 10.10 to the Companys Quarterly
    Report on Form 10-Q for the fiscal quarter ended
    December 31, 2004 and incorporated herein by reference).                              
|       
|        | 10 | .19           |  | Stock Purchase Agreement dated May 19, 2005, by and among
    Minoru Aoo, M&A Create Co., Ltd., and Harris Interactive
    International Inc. (filed as Exhibit 10.1 to the
    Companys Current Report on Form 8-K filed
    May 23, 2005 and incorporated herein by reference).                                           
|       
|        | 21 |               |  | List of Subsidiaries.                                                                                                                                                                                                                                                                                                        
|       
|        | 23 | .1            |  | Consent of Independent Registered Public Accounting Firm (filed
    as Exhibit 23.1 to the Companys Annual Report on
    Form 10-K for the fiscal year ended June 30, 2005 and
    incorporated herein by reference).                                                                                                       
|       
|        | 24 |               |  | Power of Attorney (filed as page 86 of the Companys
    Annual Report on Form 10-K for the fiscal year ended
    June 30, 2005 and incorporated herein by reference).                                                                                                                                                       

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|        |    |               |  |                                                                                                                                                 
|------- | -- | ------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|Number  |    | Exhibit Title
|        |    |              
|       
|        | 31 | .1            |  | Certificate of the Chief Executive Officer pursuant to
    18 U.S.C. §1350 (Section 302 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).
|       
|        | 31 | .2            |  | Certificate of the Chief Financial Officer pursuant to
    18 U.S.C. §1350 (Section 302 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).
|       
|        | 32 | .1            |  | Certificate of the Chief Executive Officer pursuant to
    18 U.S.C. §1350 (Section 906 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).
|       
|        | 32 | .2            |  | Certificate of the Chief Financial Officer pursuant to
    18 U.S.C. §1350 (Section 906 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).






|  |                                                                 
|- | ----------------------------------------------------------------
|* | Denotes management contract or compensatory plan or arrangement.

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SIGNATURES






| |                        
| | -----------------------
| | HARRIS INTERACTIVE INC.



| |     |                           
| | --- | --------------------------
| | By: | /s/ Frank J. Connolly, Jr.

| |                                                                               
| | ------------------------------------------------------------------------------
| |                                                                               
| | Frank J. Connolly, Jr.                                                        
| | Executive Vice President, Chief Financial Officer, Treasurer
    and Secretary
| | (On Behalf of the Registrant and as                                           
| | Principal Financial Officer)                                                  



|                                                                                              |  |                                                                                                              |  |                    |  | 
|--------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ------------------ |  | 
|Name                                                                                          |  | Capacity                                                                                                     |  | Date              
|                                                                                              |  |                                                                                                              |  |                   
|                                                                                             
|/s/ Gregory T. NovakGregory
    T. Novak                                                      |  | President and Chief Executive Officer, (Principal Executive
    Officer) and Director                        |  | September 22, 2005
|                                                                                             
|/s/ Frank J.
    Connolly, Jr.Frank
    J. Connolly, Jr.                                      |  | Executive Vice President, Chief Financial Officer, Treasurer and
    Secretary (Principal Financial Officer) |  | September 22, 2005
|                                                                                             
|/s/ Frank J.
    Connolly, Jr.Eric
    W. Narowski
    By Frank J. Connolly, Jr. as Attorney  |  | Vice President and Corporate Controller (Principal Accounting
    Officer)                                   |  | September 22, 2005
|                                                                                             
|/s/ Frank J.
    Connolly, Jr.Leonard
    R. Bayer
    By Frank J. Connolly, Jr. as Attorney  |  | Director                                                                                                     |  | September 22, 2005
|                                                                                             
|/s/ Frank J.
    Connolly, Jr.George
    Bell
    By Frank J. Connolly, Jr. as Attorney       |  | Director                                                                                                     |  | September 22, 2005
|                                                                                             
|/s/ Frank J.
    Connolly, Jr.David
    Brodsky
    By Frank J. Connolly, Jr. as Attorney     |  | Director                                                                                                     |  | September 22, 2005
|                                                                                             
|/s/ Frank J.
    Connolly, Jr.Stephen
    D. Harlan
    By Frank J. Connolly, Jr. as Attorney |  | Director                                                                                                     |  | September 22, 2005
|                                                                                             
|/s/ Frank J.
    Connolly, Jr.James
    R. Riedman
    By Frank J. Connolly, Jr. as Attorney  |  | Director                                                                                                     |  | September 22, 2005

87



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##### Table of Contents



|                                                                                                |  |          |  |                    |  | 
|----------------------------------------------------------------------------------------------- |  | -------- |  | ------------------ |  | 
|Name                                                                                            |  | Capacity |  | Date              
|                                                                                                |  |          |  |                   
|                                                                                               
|/s/ Frank J.
    Connolly, Jr.Subrata
    K. Sen
    By Frank J. Connolly, Jr. as Attorney      |  | Director |  | September 22, 2005
|                                                                                               
|/s/ Frank J.
    Connolly, Jr.Howard
    L. Shecter
    By Frank J. Connolly, Jr. as Attorney   |  | Director |  | September 22, 2005
|                                                                                               
|/s/ Frank J.
    Connolly, Jr.Antoine
    G. Treuille
    By Frank J. Connolly Jr. as Attorney  |  | Director |  | September 22, 2005
|                                                                                               
|/s/ Frank J.
    Connolly, Jr.Richard
    B. Wirthlin
    By Frank J. Connolly, Jr. as Attorney |  | Director |  | September 22, 2005

88



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##### Table of Contents



EXHIBITS FILED HEREWITH


|        |    |               |  |                                                                                                                                                 
|------- | -- | ------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |              
|Number  |    | Exhibit Title
|        |    |              
|        | 31 | .1            |  | Certificate of the Chief Executive Officer pursuant to
    18 U.S.C. §1350 (Section 302 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).
|       
|        | 31 | .2            |  | Certificate of the Chief Financial Officer pursuant to
    18 U.S.C. §1350 (Section 302 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).
|       
|        | 32 | .1            |  | Certificate of the Chief Executive Officer pursuant to
    18 U.S.C. §1350 (Section 906 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).
|       
|        | 32 | .2            |  | Certificate of the Chief Financial Officer pursuant to
    18 U.S.C. §1350 (Section 906 of the
    Sarbanes-Oxley Act of 2002) (filed herewith).