SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* EMINENCE CAPITAL LLC (Last) (First) (Middle) 65 EAST 55TH STREET, 25TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HEIDRICK & STRUGGLES INTERNATIONAL INC [ HSII ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Deemed to be 10% owner
	3. Date of Earliest Transaction (Month/Day/Year) 10/27/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/27/2003		S		300	D	$19.17	800	I	See Footnote(1)
Common Stock	04/01/2004		J(2)		12,500	D	$23.93	2,187,500	I	Owned by Eminence Partners, L.P.(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Such shares of the issuer's common stock (the "Common Stock") are owned by a Uniform Gifts to Minors Act account for the benefit of two children of the Reporting Person's managing member. The Reporting Person expressly disclaims beneficial ownership of these shares for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise.

2. Such shares of Common Stock were owned by Eminence Partners, L.P. (the "Partnership") for which the Reporting Person serves as investment manager and for which an affiliate of the Reporting Person, Eminence GP, LLC, serves as general partner (the "General Partner") and distributed to a limited partner of the Partnership who completely withdrew from the Partnership. The Reporting Person expressly disclaims beneficial ownership of these shares for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise, except to the extent of the Reporting Person's indirect pecuniary interest therein. Additionally, persons who are principals of the Reporting Person and of the General Partner may be deemed to have an indirect pecuniary interest in a portion of the shares of Common Stock, as to which the Reporting Person disclaims any economic or beneficial interest.

3. The aggregate of such beneficially owned securities for which the Reporting Person serves as investment manager is reflective of the disposition of the 12,500 shares of Common Stock on April 1, 2004 by the Partnership.

	Eminence Capital, LLC, By: /s/ Ricky Sandler, Managing Member	04/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.