HEIDRICK & STRUGGLES
                                                         4200 Sears Tower
                                                   233 South Wacker Drive
                                                  Chicago, Illinois 60606
                                               telephone  +1 312 496 1200
                                                     fax: +1 312 496 1686

                                                          12 January 2007



   VIA EDGAR
   ---------

   Kelly McCusker
   Staff Accountant
   Securities and Exchange Commission
   Division of Corporate Finance
   450 Fifth Street, N.W.
   Washington D.C. 20549

   Robert Telewicz
   Senior Staff Accountant
   Securities and Exchange Commission
   Division of Corporate Finance
   450 Fifth Street, N.W.
   Washington D.C. 20549


        Re:  Heidrick & Struggles International, Inc.
             Form 10-K for the year ended December 31, 2005
             File No. 000-25837

   Dear Ms. McCusker and Mr. Telewicz:

   On 28 December 2006, Heidrick & Struggles International, Inc.
   ("Heidrick") received your fax regarding your review of the above
   referenced filing. You raised one comment in connection with your
   review.  What follows is a copy of that comment and Heidrick's
   response.


   FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2005
   ----------------------------------------------

        1.   WE NOTE THAT PARAGRAPH FOUR OF THE CERTIFICATION REQUIRED BY
             EXCHANGE ACT RULE 13a-14(a) OMITS THE INTRODUCTORY LANGUAGE
             IN PARAGRAPH 4 AND PARAGRAPH 4(b) REFERRING TO INTERNAL
             CONTROLS OVER FINANCIAL REPORTING.  PLEASE FILE AN
             ABBREVIATED AMENDMENT THAT CONSISTS OF COVER PAGE,
             EXPLANATORY NOTE, SIGNATURE PAGE AND PARAGRAPHS 1, 2, 4, AND
             5 OF THE CERTIFICATION TO CORRECT THE OMISSION OR EXPLAIN TO
             US WHY NO AMENDMENT IS NECESSARY.







   RESPONSE:

        Consistent with your comments, we will file an abbreviated
        amendment that consists of a cover page, explanatory note,
        signature page and paragraphs 1, 2, 4, and 5 of the certification
        to correct the unintentional omission.


   Thank you for your attentiveness to our filings.  We believe that the
   foregoing has been responsive to your comments.  In addition, Heidrick
   acknowledges that:

        *    Heidrick is responsible for the adequacy and accuracy of the
             disclosure in the filings;

        *    staff comments or changes to disclosure in response to staff
             comments do not foreclose the Commission from taking any
             action with respect to the filings; and

        *    Heidrick may not assert staff comments as a defense in any
             proceeding initiated by the Commission or any person under
             the federal securities laws of the United States.


   Should you have questions or comments relating to any of the
   foregoing, please feel free to contact me at (312) 496-1557.

   Sincerely,


   /s/ Eileen A. Kamerick


   Eileen A. Kamerick
   Chief Financial Officer


   cc:  L. Kevin Kelly, Chief Executive Officer
        K. Steven Blake, General Counsel