<PAGE>
 
     As filed with the Securities and Exchange Commission on March 5, 1999
                                                Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              -------------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                     under
                           THE SECURITIES ACT OF 1933
                              -------------------

                    Heidrick & Struggles International, Inc.
             (Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S>                                <C>                                  <C>
     Delaware                               7361-05                         36-2681268
(State or Other Jurisdiction of    (Primary Standard Industrial            (I.R.S. Employer
Incorporation or Organization)     Classification Code Number)          Identification Number)
</TABLE>

                      233 South Wacker Drive - Suite 4200
                         Chicago, Illinois 60606-6303
                                (312) 496-1200
  (Address, Including Zip Code, and Telephone Number, including Area Code, of
                   Registrant's Principal Executive Office)

                   Heidrick & Struggles International, Inc.
                1998 Heidrick & Struggles GlobalShare Program I
               1998 Heidrick & Struggles GlobalShare Program II
                          (Full titles of the Plans)
                          --------------------------

                             c/o Richard D. Nelson
                   Heidrick & Struggles International, Inc.
                      233 South Wacker Drive - Suite 4200
                         Chicago, Illinois 60606-6303
                                (312) 496-1200
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                   Copy to:
                              Vincent Pagano Jr.
                          Simpson Thacher & Bartlett
                             425 Lexington Avenue
                         New York, New York 10017-3909
                                (212) 455-2000
                              -------------------

       Approximate date of commencement of proposed sale to the public:
  From time to time after the effective date of this Registration Statement.

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================================================
                                                                        Proposed                                      
                                                                        Maximum         Proposed                      
                                                                        Offering         Maximum            Amount of  
                                                         Amount to be   Price Per       Aggregate         Registration 
          Title of Securities to be Registered            Registered    Share(a)     Offering Price (a)     Fee (a)     
-------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>             <C>        <C>                  <C>
Common Stock, $0.01 par value per share and options to    3,721,667(b)     $8.50      $31,634,169.50       $8,794.30
purchase Common Stock
=========================================================================================================================
</TABLE>

(a) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed
    maximum offering price per share, the proposed maximum aggregate offering
    price and the amount of registration fee have been computed on the basis of
    the pro forma book value of such shares assuming the effectiveness of the
    merger of Heidrick & Struggles, Inc. with and into Heidrick & Struggles
    International, Inc. as of December 31, 1998 and a 15.7154 for 1 stock split
    of the Common Stock.

(b) The shares are issuable pursuant to the 1998 Heidrick & Struggles
    GlobalShare Program I and the 1998 Heidrick & Struggles GlobalShare Program
    II.
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3. Incorporation of Document by Reference

   The following documents filed by Heidrick & Struggles International, Inc.
(the "Company" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in this Registration
Statement:

    (a)  The Company's Joint Consent Statement/Prospectus dated February 22,
         1999 contained in the Registrant's Registration Statement on Form S-4
         (Reg. No. 333-59931) (the "S-4 Registration Statement").

    (b)  Amendment No. 2 to the Company's Registration Statement on Form S-1
         filed as of February 23, 1999 (Reg. No. 333-59931) (the "S-1
         Registration Statement").

   The financial statements contained in the S-1 Registration Statement are
later than and supersede those in the S-4 Registration Statement.  All documents
filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities

   Effective upon the completion of the initial public offering (the "IPO") of
the Company's common stock, par value $0.01 per share (the "Common Stock"), the
Company will amend and restate its Certificate of Incorporation to provide for
the Company's authorized capital stock to consist of 100,000,000 shares of
common stock, par value $0.01 per share, of which 10,775,295 shares are expected
to be issued and outstanding prior to completion of the IPO. Except as otherwise
expressly stated, all references in this Registration Statement to the Company
or its capital stock (including the Common Stock) are to such after completion
of the IPO and such amendment. Immediately following completion of the IPO,
there are expected to be 15,141,962 shares of Common Stock (15,771,962 shares of
Common Stock if the Underwriters' over-allotment option is exercised in full)
and no shares of preferred stock outstanding. This amount includes 666,667
shares that may be purchased by certain employees of the Company pursuant to the
initial offering expected to be made pursuant to this Registration Statement
(the "Offering" or the "Employee Share Purchase"), but excludes (i) 1,000,000
shares issuable pursuant to options that may be granted to such employees in
connection with such purchase, (ii) approximately 855,000 shares issuable
pursuant to options to be issued to employees at completion of the IPO and (iii)
1,200,000 shares of Common Stock available for future issuance, all pursuant to
the 1998 Heidrick & Struggles GlobalShare Program I for employees and directors
of the Company (the "GlobalShare Program I") and the 1998 Heidrick & Struggles
GlobalShare Program II for certain independent contractors of the Company (the
"GlobalShare Program II" and, together with the GlobalShare Program I, the
"GlobalShare Plan"). The following description of the Company's capital stock
and related matters is qualified in its entirety by reference to the Certificate
of Incorporation and the Company's Bylaws, copies of which have been filed as an
exhibit to the S-1 Registration Statement incorporated herein by reference.

   Common Stock
   ------------

   The Certificate of Incorporation authorizes 100,000,000 shares of Common
Stock, par value $0.01 per share. Stockholders are entitled to one vote per
share on all matters to be voted upon by the stockholders. The holders of Common
Stock do not have cumulative voting rights in the election of directors. Holders
of Common Stock are entitled to receive dividends if, as and when dividends are
declared from time to time by the Company's Board of Directors out of funds
legally available therefor, after payment of dividends required to be paid on
outstanding preferred stock (as described below), if any. In the event of
liquidation, dissolution or winding up of the Company, the holders of Common
Stock are entitled to share ratably in all assets remaining after payment of
liabilities and accrued but unpaid dividends and liquidation preferences on any
outstanding Preferred Stock of the 

                                      II-1
<PAGE>
 
Company. The shares of Common Stock have no preemptive or conversion rights and
are not subject to further calls or assessment by the Company. There are no
redemption or sinking fund provisions applicable to the Common Stock. The Common
Stock being sold by the Company in the Employee Share Purchase, when paid for by
the purchasers thereof, will be, duly authorized, validly issued, fully paid and
non-assessable.

   The Delaware General Corporation Law
   ------------------------------------

   The Company is a Delaware corporation subject to Section 203 ("Section 203")
of the General Corporation Law of the State of Delaware (the "DGCL"). Section
203 provides in general that a stockholder acquiring more than 15% of the
outstanding voting stock of a corporation subject to Section 203 (an "Interested
Stockholder") but less than 85% of such stock may not engage in certain Business
Combinations (as defined in Section 203) with the corporation for a period of
three years subsequent to the date on which the stockholder became an Interested
Stockholder unless (i) prior to such date the corporation's board of directors
approved either the Business Combination or the transaction in which the
stockholder became an Interested Stockholder or (ii) the Business Combination is
approved by the corporation's board of directors and authorized by a vote of at
least 66 2/3% of the outstanding voting stock of the corporation not owned by
the Interested Stockholder. A "Business Combination" includes mergers, asset
sales and other transactions resulting in financial benefit to a stockholder.
Section 203 could prohibit or delay mergers, or other takeover or change of
control attempts with respect to the Company and, accordingly, may discourage
attempts that might result in a premium over the market price for the shares
held by stockholders.

   Certificate of Incorporation; Bylaws
   ------------------------------------

   The Certificate of Incorporation and the Bylaws contain certain provisions
that could make more difficult the acquisition of the Company by means of a
tender offer, a proxy contest or otherwise.

   Classified Board of Directors. The Certificate of Incorporation provides that
the Company's Board of Directors is divided into three classes of directors,
with the classes to be as nearly equal in number as possible. As a result,
approximately one-third of the Board of Directors will be elected each year. The
classification of directors will have the effect of making it more difficult for
stockholders to change the composition of the Company's Board of Directors. The
Certificate of Incorporation provides that the number of directors may be fixed
from time to time exclusively pursuant to a resolution adopted by directors
constituting a majority of the total number of directors that the Company would
have if there were no vacancies on the Board of Directors, but must consist of
not more than fifteen nor less than eight directors. In addition, the
Certificate of Incorporation provides that unless the Board of Directors
otherwise determines, any vacancies will be filled only by the affirmative vote
of a majority of the remaining directors, though less than a quorum. The Company
believes that a classified Board of Directors will help to assure the continuity
and stability of the Board of Directors and the Company's business strategies
and policies, since a majority of the Directors at any given time will have had
prior experience as Directors of the Company. The Company believes that this in
turn will permit the Board of Directors to represent more effectively the
interests of stockholders.

   With a classified Board of Directors, at least two annual meetings of
stockholders, instead of one, will generally be required to effect a change in a
majority of the members of the Board of Directors. As a result, the
classification of the Board of Directors of the Company may discourage proxy
contests for the election of Directors, unsolicited tender offers or purchases
of a substantial block of the Common Stock because it could prevent a potential
acquiror from obtaining control of the Board of Directors in a relatively short
period of time.

   Removal of Directors. Under the DGCL, unless otherwise provided in the
Certificate of Incorporation, directors serving on a classified board may be
removed by the stockholders only for cause. In addition, the Certificate of
Incorporation and the Bylaws provide that directors may be removed only for
cause and only upon the affirmative vote of holders of at least 75% of the
voting power of all the then outstanding shares of stock entitled to vote
generally in the election of directors ("Voting Stock"), voting together as a
single class. This provision delays stockholders who do not agree with the
policies of the Board of Directors from replacing Directors, unless they can
demonstrate that the Directors should be removed for cause and obtain the
requisite vote. Such a delay may help ensure that the Company's Board of
Directors, if confronted with a proxy contest or an unsolicited proposal for an
extraordinary corporate transaction, will have sufficient time to review the
proposal and appropriate alternatives to the proposal and to act in what it
believes is the best interest of the Company's stockholders.

   Filling Vacancies on the Board of Directors. The Company's Certificate of
Incorporation provides that, subject to the rights of holders of any shares of
Preferred Stock, any vacancy in the Board of Directors that results from an
increase in the number of Directors may be filled only by a majority of the
Directors then in office, provided that a quorum is present, and any other

                                      II-2
<PAGE>
 
vacancy may be filled by a majority of the Directors then in office, even if
less than a quorum, or by the sole remaining Director. Accordingly, these
provisions could temporarily prevent any stockholder from obtaining majority
representation on the Board of Directors by enlarging the Board of Directors and
filling the new Directorships with its own nominees.

   Stockholders Action. The Certificate of Incorporation and the Bylaws provide
that, subject to the rights of any holders of preferred stock, par value $0.01
per share, of the Company (the "Preferred Stock") to elect additional directors
under specified circumstances, stockholder action can be taken only at an annual
or special meeting of stockholders and may not be taken by written consent in
lieu of a meeting. The Bylaws provide that to elect additional directors under
specified circumstances, special meetings of stockholders can be called only by
the Board of Directors, pursuant to a resolution adopted by a majority of the
total number of directors. Stockholders are not permitted to call a special
meeting or to require that the Board of Directors call a special meeting of
stockholders. Moreover, the business permitted to be conducted at any special
meeting of stockholders is limited to the business brought before the meeting
pursuant to the notice of meeting given by the Company. The provisions of the
Company's Certificate of Incorporation prohibiting action by written consent
without a meeting, and the provisions of the Company's By-Laws governing the
calling of and matters considered at special meetings may have the effect of
delaying consideration of a stockholder proposal until the next annual meeting.
These provisions would also prevent the holders of a majority of the voting
power of the outstanding shares of stock entitled to vote generally in the
election of Directors from using the written consent procedure to take
stockholder action and from taking action by written consent without giving all
the stockholders entitled to vote on a proposed action the opportunity to
participate in determining such proposed action at a meeting.

   Advance Notice Procedures. The Bylaws establish an advance notice procedure
for stockholders to make nominations of candidates for election as directors, or
bring other business before an annual meeting of stockholders of the Company
(the "Stockholders Notice Procedure"). The Stockholders Notice Procedure
provides that only persons who are nominated by, or at the direction of, the
Board of Directors, or by a stockholder who has given timely written notice to
the Secretary of the Company prior to the meeting at which directors are to be
elected, will be eligible for election as directors of the Company. The
Stockholders Notice Procedure also provides that at an annual meeting only such
business may be conducted as has been brought before the meeting by, or at the
direction of, the Chairman of the Board of Directors or by a stockholder who has
given timely written notice to the Secretary of the Company of such
stockholder's intention to bring such business before such meeting. Under the
Stockholders Notice Procedure, for notice of stockholder nominations to be made
at an annual meeting to be timely, such notice must be received by the Company
not less than 60 days nor more than 90 days prior to the first anniversary of
the previous year's annual meeting (or, if the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from such
anniversary date, not earlier than the 90th day prior to such meeting and not
later than the later of (x) the 60th day prior to such meeting and (y) the 10th
day after public announcement of the date of such meeting is first made).
Notwithstanding the foregoing, in the event that the number of directors to be
elected is increased and there is no public announcement naming all of the
nominees for director or specifying the size of the increased Board of Directors
made by the Company at least 70 days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice will be timely, but only
with respect to nominees for any new positions created by such increase, if it
is received by the Company not later than the 10th day after such public
announcement is first made by the Company. Under the Stockholders Notice
Procedure, for notice of a stockholder nomination to be made at a special
meeting at which directors are to be elected to be timely, such notice must be
received by the Company not earlier than the 90th day before such meeting and
not later than the later of (x) the 60th day prior to such meeting and (y) the
10th day after the public announcement of the date of such meeting is first
made. In addition, under the Stockholders Notice Procedure, a stockholder's
notice to the Company proposing to nominate a person for election as a director
or relating to the conduct of business other than the nomination of directors
must contain certain specified information. If the Chairman of the Board of
Directors or other officer presiding at a meeting determines that a person was
not nominated, or other business was not brought before the meeting, in
accordance with the Stockholders Notice Procedure, such person will not be
eligible for election as a director, or such business will not be conducted at
such meeting, as the case may be. By requiring advance notice of nominations by
stockholders, the Notice of Meeting Provision will afford the Board of Directors
a meaningful opportunity to consider the qualifications of the proposed nominees
and, to the extent deemed necessary or desirable by the Board of Directors, to
inform the stockholders about such qualifications. By requiring advance notice
of proposed business, the Notice of Meeting Proposal Provision will provide the
Board of Directors with a meaningful opportunity to inform stockholders, prior
to such meeting, of any business proposed to be conducted at such meeting,
together with any recommendation or statement of the Board of Directors'
position as to action to be taken with respect to such business, so as to enable
stockholders better to determine whether they desire to attend such a meeting or
to grant a proxy to the Board of Directors as to the disposition of any such
business. Although the Company's By-Laws do not give the Board of Directors any
power to approve or disapprove stockholder nominations for the election of
Directors or proposals for action, they may have the effect of precluding a
contest 

                                      II-3
<PAGE>
 
for the election of Directors or the consideration of stockholder proposals if
the proper procedures are not followed, and of discouraging or deterring a third
party from conducting a solicitation of proxies to elect its own slate of
Directors or to approve its proposal without regard to whether consideration of
such nominees or proposals might be harmful or beneficial to the Company and its
stockholders.

   Liability of Directors; Indemnification. The Certificate of Incorporation
provides that a director will not be personally liable for monetary damages to
the Company or its stockholders for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
paying a dividend or approving a stock repurchase or redemption in violation of
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. The Certificate of Incorporation also
provides that each current or former director, officer, employee or agent of the
Company, or each such person who is or was serving or who had agreed to serve at
the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (including
the heirs, executors, administrators or estate of such person), will be
indemnified by the Company to the full extent permitted by the DGCL, as the same
exists or may in the future be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment). The Certificate of Incorporation also specifically authorizes
the Company to enter into agreements with any person providing for
indemnification greater or different than that provided by the Certificate of
Incorporation.

   Restrictions on Amendment. The Company's Certificate of Incorporation
provides that the approval of holders of at least 75% of the voting power
entitled to vote generally in the election of Directors, voting together as a
single class, is required to adopt any Certificate of Incorporation provision
inconsistent with or to alter, amend or repeal the provisions of the Company's
Certificate of Incorporation classifying the Board of Directors; governing the
removal of directors; establishing the minimum and maximum number of members of
the Board of Directors; eliminating the ability of stockholders to act by
written consent; authorizing the Board of Directors to consider the interests of
clients and other customers, creditors, employees; establishing the Board of
Directors' authority to issue, without a vote or any other action of the
stockholders, any or all authorized shares of stock of the Corporation,
securities convertible into or exchangeable for any authorized shares of stock
of the Corporation and warrants, options or rights to purchase, subscribe for or
otherwise acquire shares of stock of the Corporation for any such consideration
and on such terms as the Board of Directors in its discretion lawfully may
determine; and authorizing that the By-Laws of the Corporation may establish
procedures regulating the submission by stockholders of nominations and
proposals for consideration at meetings of stockholders of the Corporation. In
addition, the Company's Certificate of Incorporation provides that the approval
of the Board of Directors or the affirmative vote of the holders of 75% of the
voting power entitled to vote generally in the election of Directors, voting
together as a single class, is required to alter, amend or repeal the above
provisions of the Company's Certificate of Incorporation or to adopt any
provision of the Certificate of Incorporation inconsistent with such provisions
or to alter, amend or repeal certain provisions of the Company's By-Laws or to
adopt any provision of the By-Laws inconsistent with such provisions.

   Preferred Stock. The Certificate of Incorporation authorizes 10,000,000
shares of preferred stock, par value $.01 per share. Subject to the Company's
Certificate of Incorporation and applicable law, the authority of the Company's
Board of Directors with respect to each series of Preferred Stock, includes but
is not limited to the authority to generally determine the following: the
designation of such series, the number of shares initially constituting such
series and whether to increase or decrease such number of shares, dividend
rights and rates, terms of redemption and redemption prices, liquidation
preferences, voting rights, conversion rights, whether a sinking fund will be
provided for the redemption of the shares of such series (and, if so, the terms
and conditions thereof) and whether a purchase fund shall be provided for the
shares of such series (and, if so, the terms and conditions thereof).

   The Company believes that the availability of the Preferred Stock will
provide increased flexibility in structuring possible future financings and
acquisitions and in meeting other corporate needs that might arise. Having such
authorized shares available for issuance will allow the Company to issue shares
of Preferred Stock without the expense and delay of a special stockholders'
meeting. The authorized shares of Preferred Stock, as well as shares of Common
Stock, will be available for issuance without further action by the
stockholders, unless such action is required by applicable law or the rules of
any stock exchange on which the Company's securities may be listed. Although the
Board of Directors has no current intention to do so, it would have the power
(subject to applicable law) to issue a series of Preferred Stock that could,
depending on the terms of such series, impede the completion of a merger, tender
offer or other takeover attempt. For instance, subject to applicable law, such
series of Preferred Stock might impede a business combination by including class
voting rights that would enable the holder to block such a 

                                      II-4
<PAGE>
 
transaction. The Board of Directors will make any determination to issue such
shares based on its judgment as to the best interests of the Company and its
stockholders. The Board of Directors, in so acting, could issue Preferred Stock
having terms which could discourage an acquisition attempt or other transaction
that some, or a majority of the stockholders might believe to be in their best
interest or in which stockholders might receive a premium for their stock over
the then market price of such stock.

   Registrar and Transfer Agent
   ----------------------------

   The registrar and transfer agent for the Common Stock is ChaseMellon
Shareholder Services LLC.

   Listing
   -------

   The Company intends to apply to list the Common Stock on the New York Stock
Exchange under the proposed symbol "HSX."

Item 5. Interests of Named Experts and Counsel

   None.

Item 6. Indemnification of Directors and Officers

   Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") authorizes the Registrant to indemnify the officers and
directors of the Company, under certain circumstances and subject to certain
conditions and limitations as stated therein, against all expenses and
liabilities incurred by or imposed upon them as a result of actions, suits and
proceedings, civil or criminal, brought against them as such officers and
directors if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the Registrant and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful.

   Reference is hereby made to the Registrant's Certificate of Incorporation, a
copy of which is filed as Exhibit 3.01 hereto, which provides for
indemnification of officers and directors of the Registrant to the full extent
authorized by Section 145 of the Delaware Law. The Certificate of Incorporation
authorizes the Registrant to purchase and maintain insurance on behalf of any
officer, director, employee, trustee or agent of the Registrant or its
subsidiaries against any liability asserted against or incurred by them in such
capacity or arising out of their status as such, whether or not the Registrant
would have the power to indemnify such officer, director, employee, trustee or
agent against such liability under the provisions of such Article or Delaware
law.

   The Registrant maintains a directors' and officers' insurance policy which
insures the officers and directors of the Registrant from any claim arising out
of an alleged wrongful act by such persons in their respective capacities as
officers and directors of the Registrant.

   Section 102(b)(7) of the Delaware Law permits corporations to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of a fiduciary duty of care as a
director. The Registrant's Certificate of Incorporation limits a director's
liability in accordance with such Section.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     The following exhibits are filed as part of this Registration Statement:

<TABLE> 
<S>    <C>   <C> 
        2.01  Agreement and Plan of Merger of Heidrick & Struggles, Inc. and Heidrick
              & Struggles International, Inc. (Incorporated by reference to Exhibit
              2.01 of this Registrant's Registration Statement on Form S-4 (File No.
              333-61023))
          
        3.01  Form of Amended and Restated Certificate of Incorporation of the
              Registrant (Incorporated by reference to Exhibit 3.02 of this
              Registrant's Registration Statement on Form S-4 (File No. 333-61023))
          
        3.03  Form of Amended and Restated By-laws of the Registrant (Incorporated by
              reference to Exhibit 3.03 of this Registrant's Registration Statement on
              Form S-4 (File No. 333-61023))
</TABLE> 


                                      II-5
<PAGE>
 

      *5  Opinion of Simpson Thacher & Bartlett as to the legality of the Common
          Stock being registered
        
  *23.01  Consent of Simpson Thacher & Bartlett (contained in Exhibit 5)
        
  *23.02  Consent of Arthur Andersen LLP
        
  *23.03  Consent of Barbier Frinault & Associes (Arthur Andersen)
        
  *24.01  Power of Attorney (contained in signature page)
        
  *99.01  1998 Heidrick & Struggles Global Share Program I
        
  *99.02  1998 Heidrick & Struggles Global Share Program II
____________

*  Filed herewith

Item 9. Undertakings

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

   The undersigned registrant hereby undertakes:

     (1) To include any material information with respect to the plan of
   distribution not previously disclosed in the registration statement or any
   material change to such information in the registration statement.

     (2) That, for the purposes of determining any liability under the
   Securities Act, each such post-effective amendment shall be deemed to be a
   new registration statement relating to the securities offered therein, and
   the offering of such securities at that time shall be deemed to be the
   initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
   of the securities being registered which remain unsold at the termination of
   the Offering.

     (4) That, for purposes of determining any liability under the Securities
   Act, each filing of the registrant's annual report pursuant to section 13(a)
   or section 15(d) of the Exchange Act (and, where applicable, each filing of
   an employee benefit plan's annual report pursuant to section 15(d) of the
   Exchange Act) that is incorporated by reference in the registration statement
   shall be deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof.

                                      II-6
<PAGE>
 
                                   SIGNATURES



    Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Chicago,
State of Illinois, on the 5th day of March, 1999.



                                HEIDRICK & STRUGGLES INTERNATIONAL, INC.


                                By   /s/  Donald M. Kilinski
                                   ----------------------------------------

                                Title Chief Financial Officer and Treasurer
                                      -------------------------------------

                                      II-7
<PAGE>
 
                        SIGNATURES AND POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Richard D. Nelson and Donald M. Kilinski,
or any one of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place, and
stead, in any and all capacities, to sign any and all amendments to the
Registration Statement, including post-effective amendments, and registration
statements filed pursuant to Rule 462 under the Securities Act of 1933, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange commission, and does hereby grant
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities on the 5th day of March, 1999.

<TABLE>
<CAPTION>
                    Signature                                        Title
                    ---------                                        -----
<S>                                                 <C>
   /s/  Patrick S. Pittard                            President, Chief Executive Officer and Director
----------------------------------------------- 
   Patrick S. Pittard
   (principal executive officer)
 
                                                   
   /s/  Donald M. Kilinski                            Chief Financial Officer and Treasurer
-----------------------------------------------
   Donald M. Kilinski
   (principal financial and accounting officer)
 
   /s/  Gerard R. Roche                               Director
-----------------------------------------------
   Gerard R. Roche
 
   /s/  David C. Anderson                             Director
-----------------------------------------------
   David C. Anderson
 
   /s/  Thomas J. Friel                               Director
-----------------------------------------------
   Thomas J. Friel
 
   /s/  David B. Kixmiller                            Director
-----------------------------------------------
   David B. Kixmiller
 
   /s/  Bengt Lejsved                                 Director
-----------------------------------------------
   Bengt Lejsved
 
   /s/  Dr. Jurgen B. Mulder                          Director
-----------------------------------------------   
   Dr. Jurgen B. Mulder
 
   /s/  Dr. John C. Viney                             Director
 ----------------------------------------------   
   Dr. John C. Viney
</TABLE>

                                      II-8
<PAGE>
 
                               INDEX TO EXHIBITS



  2.01  Agreement and Plan of Merger of Heidrick & Struggles, Inc. and Heidrick
        & Struggles International, Inc. (Incorporated by reference to Exhibit
        2.01 of this Registrant's Registration Statement on Form S-4 (File No.
        333-61023))

  3.01  Form of Amended and Restated Certificate of Incorporation of the
        Registrant (Incorporated by reference to Exhibit 3.02 of this
        Registrant's Registration Statement on Form S-4 (File No. 333-61023))

  3.03  Form of Amended and Restated By-laws of the Registrant (Incorporated by
        reference to Exhibit 3.03 of this Registrant's Registration Statement on
        Form S-4 (File No. 333-61023))

    *5  Opinion of Simpson Thacher & Bartlett as to the legality of the Common
        Stock being registered

*23.01  Consent of Simpson Thacher & Bartlett (contained in Exhibit 5)

*23.02  Consent of Arthur Andersen LLP

*23.03  Consent of Barbier Frinault & Associes (Arthur Andersen)

*24.01  Power of Attorney (contained in signature page)

*99.01  1998 Heidrick & Struggles Global Share Program I

*99.02  1998 Heidrick & Struggles Global Share Program II

___________

*  Filed herewith

                                      II-9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 40720}]
{"company-data": {"conformed-name": "HEIDRICK & STRUGGLES INTERNATIONAL INC", "cik": "0001066605", "assigned-sic": "7200", "irs-number": "362681268", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73443", "film-number": "99558332"}, "business-address": {"street1": "C/O HEIDRICK & STRUGGLES INC", "street2": "233 SOUTH WACKER DRIVE SUITE 4200", "city": "CHICAGO", "state": "IL", "zip": "60606-6303", "phone": "3124961200"}}
As filed with the Securities and Exchange Commission on March 5, 1999
                                                Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              -------------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                     under
                           THE SECURITIES ACT OF 1933
                              -------------------

                    Heidrick & Struggles International, Inc.
             (Exact Name of Registrant as Specified in its Charter)
Delaware                               7361-05                         36-2681268
(State or Other Jurisdiction of    (Primary Standard Industrial            (I.R.S. Employer
Incorporation or Organization)     Classification Code Number)          Identification Number)
233 South Wacker Drive - Suite 4200
                         Chicago, Illinois 60606-6303
                                (312) 496-1200
  (Address, Including Zip Code, and Telephone Number, including Area Code, of
                   Registrant's Principal Executive Office)

                   Heidrick & Struggles International, Inc.
                1998 Heidrick & Struggles GlobalShare Program I
               1998 Heidrick & Struggles GlobalShare Program II
                          (Full titles of the Plans)
                          --------------------------

                             c/o Richard D. Nelson
                   Heidrick & Struggles International, Inc.
                      233 South Wacker Drive - Suite 4200
                         Chicago, Illinois 60606-6303
                                (312) 496-1200
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                   Copy to:
                              Vincent Pagano Jr.
                          Simpson Thacher & Bartlett
                             425 Lexington Avenue
                         New York, New York 10017-3909
                                (212) 455-2000
                              -------------------

       Approximate date of commencement of proposed sale to the public:
  From time to time after the effective date of this Registration Statement.

                        CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                                        Proposed                                      
                                                                        Maximum         Proposed                      
                                                                        Offering         Maximum            Amount of  
                                                         Amount to be   Price Per       Aggregate         Registration 
          Title of Securities to be Registered            Registered    Share(a)     Offering Price (a)     Fee (a)     
-------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per share and options to    3,721,667(b)     $8.50      $31,634,169.50       $8,794.30
purchase Common Stock
=========================================================================================================================
(a) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed
    maximum offering price per share, the proposed maximum aggregate offering
    price and the amount of registration fee have been computed on the basis of
    the pro forma book value of such shares assuming the effectiveness of the
    merger of Heidrick & Struggles, Inc. with and into Heidrick & Struggles
    International, Inc. as of December 31, 1998 and a 15.7154 for 1 stock split
    of the Common Stock.

(b) The shares are issuable pursuant to the 1998 Heidrick & Struggles
    GlobalShare Program I and the 1998 Heidrick & Struggles GlobalShare Program
    II.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Document by Reference

   The following documents filed by Heidrick & Struggles International, Inc.
(the "Company" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in this Registration
Statement:

    (a)  The Company's Joint Consent Statement/Prospectus dated February 22,
         1999 contained in the Registrant's Registration Statement on Form S-4
         (Reg. No. 333-59931) (the "S-4 Registration Statement").

    (b)  Amendment No. 2 to the Company's Registration Statement on Form S-1
         filed as of February 23, 1999 (Reg. No. 333-59931) (the "S-1
         Registration Statement").

   The financial statements contained in the S-1 Registration Statement are
later than and supersede those in the S-4 Registration Statement.  All documents
filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities

   Effective upon the completion of the initial public offering (the "IPO") of
the Company's common stock, par value $0.01 per share (the "Common Stock"), the
Company will amend and restate its Certificate of Incorporation to provide for
the Company's authorized capital stock to consist of 100,000,000 shares of
common stock, par value $0.01 per share, of which 10,775,295 shares are expected
to be issued and outstanding prior to completion of the IPO. Except as otherwise
expressly stated, all references in this Registration Statement to the Company
or its capital stock (including the Common Stock) are to such after completion
of the IPO and such amendment. Immediately following completion of the IPO,
there are expected to be 15,141,962 shares of Common Stock (15,771,962 shares of
Common Stock if the Underwriters' over-allotment option is exercised in full)
and no shares of preferred stock outstanding. This amount includes 666,667
shares that may be purchased by certain employees of the Company pursuant to the
initial offering expected to be made pursuant to this Registration Statement
(the "Offering" or the "Employee Share Purchase"), but excludes (i) 1,000,000
shares issuable pursuant to options that may be granted to such employees in
connection with such purchase, (ii) approximately 855,000 shares issuable
pursuant to options to be issued to employees at completion of the IPO and (iii)
1,200,000 shares of Common Stock available for future issuance, all pursuant to
the 1998 Heidrick & Struggles GlobalShare Program I for employees and directors
of the Company (the "GlobalShare Program I") and the 1998 Heidrick & Struggles
GlobalShare Program II for certain independent contractors of the Company (the
"GlobalShare Program II" and, together with the GlobalShare Program I, the
"GlobalShare Plan"). The following description of the Company's capital stock
and related matters is qualified in its entirety by reference to the Certificate
of Incorporation and the Company's Bylaws, copies of which have been filed as an
exhibit to the S-1 Registration Statement incorporated herein by reference.

   Common Stock
   ------------

   The Certificate of Incorporation authorizes 100,000,000 shares of Common
Stock, par value $0.01 per share. Stockholders are entitled to one vote per
share on all matters to be voted upon by the stockholders. The holders of Common
Stock do not have cumulative voting rights in the election of directors. Holders
of Common Stock are entitled to receive dividends if, as and when dividends are
declared from time to time by the Company's Board of Directors out of funds
legally available therefor, after payment of dividends required to be paid on
outstanding preferred stock (as described below), if any. In the event of
liquidation, dissolution or winding up of the Company, the holders of Common
Stock are entitled to share ratably in all assets remaining after payment of
liabilities and accrued but unpaid dividends and liquidation preferences on any
outstanding Preferred Stock of the 

                                      II-1
Company. The shares of Common Stock have no preemptive or conversion rights and
are not subject to further calls or assessment by the Company. There are no
redemption or sinking fund provisions applicable to the Common Stock. The Common
Stock being sold by the Company in the Employee Share Purchase, when paid for by
the purchasers thereof, will be, duly authorized, validly issued, fully paid and
non-assessable.

   The Delaware General Corporation Law
   ------------------------------------

   The Company is a Delaware corporation subject to Section 203 ("Section 203")
of the General Corporation Law of the State of Delaware (the "DGCL"). Section
203 provides in general that a stockholder acquiring more than 15% of the
outstanding voting stock of a corporation subject to Section 203 (an "Interested
Stockholder") but less than 85% of such stock may not engage in certain Business
Combinations (as defined in Section 203) with the corporation for a period of
three years subsequent to the date on which the stockholder became an Interested
Stockholder unless (i) prior to such date the corporation's board of directors
approved either the Business Combination or the transaction in which the
stockholder became an Interested Stockholder or (ii) the Business Combination is
approved by the corporation's board of directors and authorized by a vote of at
least 66 2/3% of the outstanding voting stock of the corporation not owned by
the Interested Stockholder. A "Business Combination" includes mergers, asset
sales and other transactions resulting in financial benefit to a stockholder.
Section 203 could prohibit or delay mergers, or other takeover or change of
control attempts with respect to the Company and, accordingly, may discourage
attempts that might result in a premium over the market price for the shares
held by stockholders.

   Certificate of Incorporation; Bylaws
   ------------------------------------

   The Certificate of Incorporation and the Bylaws contain certain provisions
that could make more difficult the acquisition of the Company by means of a
tender offer, a proxy contest or otherwise.

   Classified Board of Directors. The Certificate of Incorporation provides that
the Company's Board of Directors is divided into three classes of directors,
with the classes to be as nearly equal in number as possible. As a result,
approximately one-third of the Board of Directors will be elected each year. The
classification of directors will have the effect of making it more difficult for
stockholders to change the composition of the Company's Board of Directors. The
Certificate of Incorporation provides that the number of directors may be fixed
from time to time exclusively pursuant to a resolution adopted by directors
constituting a majority of the total number of directors that the Company would
have if there were no vacancies on the Board of Directors, but must consist of
not more than fifteen nor less than eight directors. In addition, the
Certificate of Incorporation provides that unless the Board of Directors
otherwise determines, any vacancies will be filled only by the affirmative vote
of a majority of the remaining directors, though less than a quorum. The Company
believes that a classified Board of Directors will help to assure the continuity
and stability of the Board of Directors and the Company's business strategies
and policies, since a majority of the Directors at any given time will have had
prior experience as Directors of the Company. The Company believes that this in
turn will permit the Board of Directors to represent more effectively the
interests of stockholders.

   With a classified Board of Directors, at least two annual meetings of
stockholders, instead of one, will generally be required to effect a change in a
majority of the members of the Board of Directors. As a result, the
classification of the Board of Directors of the Company may discourage proxy
contests for the election of Directors, unsolicited tender offers or purchases
of a substantial block of the Common Stock because it could prevent a potential
acquiror from obtaining control of the Board of Directors in a relatively short
period of time.

   Removal of Directors. Under the DGCL, unless otherwise provided in the
Certificate of Incorporation, directors serving on a classified board may be
removed by the stockholders only for cause. In addition, the Certificate of
Incorporation and the Bylaws provide that directors may be removed only for
cause and only upon the affirmative vote of holders of at least 75% of the
voting power of all the then outstanding shares of stock entitled to vote
generally in the election of directors ("Voting Stock"), voting together as a
single class. This provision delays stockholders who do not agree with the
policies of the Board of Directors from replacing Directors, unless they can
demonstrate that the Directors should be removed for cause and obtain the
requisite vote. Such a delay may help ensure that the Company's Board of
Directors, if confronted with a proxy contest or an unsolicited proposal for an
extraordinary corporate transaction, will have sufficient time to review the
proposal and appropriate alternatives to the proposal and to act in what it
believes is the best interest of the Company's stockholders.

   Filling Vacancies on the Board of Directors. The Company's Certificate of
Incorporation provides that, subject to the rights of holders of any shares of
Preferred Stock, any vacancy in the Board of Directors that results from an
increase in the number of Directors may be filled only by a majority of the
Directors then in office, provided that a quorum is present, and any other

                                      II-2
vacancy may be filled by a majority of the Directors then in office, even if
less than a quorum, or by the sole remaining Director. Accordingly, these
provisions could temporarily prevent any stockholder from obtaining majority
representation on the Board of Directors by enlarging the Board of Directors and
filling the new Directorships with its own nominees.

   Stockholders Action. The Certificate of Incorporation and the Bylaws provide
that, subject to the rights of any holders of preferred stock, par value $0.01
per share, of the Company (the "Preferred Stock") to elect additional directors
under specified circumstances, stockholder action can be taken only at an annual
or special meeting of stockholders and may not be taken by written consent in
lieu of a meeting. The Bylaws provide that to elect additional directors under
specified circumstances, special meetings of stockholders can be called only by
the Board of Directors, pursuant to a resolution adopted by a majority of the
total number of directors. Stockholders are not permitted to call a special
meeting or to require that the Board of Directors call a special meeting of
stockholders. Moreover, the business permitted to be conducted at any special
meeting of stockholders is limited to the business brought before the meeting
pursuant to the notice of meeting given by the Company. The provisions of the
Company's Certificate of Incorporation prohibiting action by written consent
without a meeting, and the provisions of the Company's By-Laws governing the
calling of and matters considered at special meetings may have the effect of
delaying consideration of a stockholder proposal until the next annual meeting.
These provisions would also prevent the holders of a majority of the voting
power of the outstanding shares of stock entitled to vote generally in the
election of Directors from using the written consent procedure to take
stockholder action and from taking action by written consent without giving all
the stockholders entitled to vote on a proposed action the opportunity to
participate in determining such proposed action at a meeting.

   Advance Notice Procedures. The Bylaws establish an advance notice procedure
for stockholders to make nominations of candidates for election as directors, or
bring other business before an annual meeting of stockholders of the Company
(the "Stockholders Notice Procedure"). The Stockholders Notice Procedure
provides that only persons who are nominated by, or at the direction of, the
Board of Directors, or by a stockholder who has given timely written notice to
the Secretary of the Company prior to the meeting at which directors are to be
elected, will be eligible for election as directors of the Company. The
Stockholders Notice Procedure also provides that at an annual meeting only such
business may be conducted as has been brought before the meeting by, or at the
direction of, the Chairman of the Board of Directors or by a stockholder who has
given timely written notice to the Secretary of the Company of such
stockholder's intention to bring such business before such meeting. Under the
Stockholders Notice Procedure, for notice of stockholder nominations to be made
at an annual meeting to be timely, such notice must be received by the Company
not less than 60 days nor more than 90 days prior to the first anniversary of
the previous year's annual meeting (or, if the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from such
anniversary date, not earlier than the 90th day prior to such meeting and not
later than the later of (x) the 60th day prior to such meeting and (y) the 10th
day after public announcement of the date of such meeting is first made).
Notwithstanding the foregoing, in the event that the number of directors to be
elected is increased and there is no public announcement naming all of the
nominees for director or specifying the size of the increased Board of Directors
made by the Company at least 70 days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice will be timely, but only
with respect to nominees for any new positions created by such increase, if it
is received by the Company not later than the 10th day after such public
announcement is first made by the Company. Under the Stockholders Notice
Procedure, for notice of a stockholder nomination to be made at a special
meeting at which directors are to be elected to be timely, such notice must be
received by the Company not earlier than the 90th day before such meeting and
not later than the later of (x) the 60th day prior to such meeting and (y) the
10th day after the public announcement of the date of such meeting is first
made. In addition, under the Stockholders Notice Procedure, a stockholder's
notice to the Company proposing to nominate a person for election as a director
or relating to the conduct of business other than the nomination of directors
must contain certain specified information. If the Chairman of the Board of
Directors or other officer presiding at a meeting determines that a person was
not nominated, or other business was not brought before the meeting, in
accordance with the Stockholders Notice Procedure, such person will not be
eligible for election as a director, or such business will not be conducted at
such meeting, as the case may be. By requiring advance notice of nominations by
stockholders, the Notice of Meeting Provision will afford the Board of Directors
a meaningful opportunity to consider the qualifications of the proposed nominees
and, to the extent deemed necessary or desirable by the Board of Directors, to
inform the stockholders about such qualifications. By requiring advance notice
of proposed business, the Notice of Meeting Proposal Provision will provide the
Board of Directors with a meaningful opportunity to inform stockholders, prior
to such meeting, of any business proposed to be conducted at such meeting,
together with any recommendation or statement of the Board of Directors'
position as to action to be taken with respect to such business, so as to enable
stockholders better to determine whether they desire to attend such a meeting or
to grant a proxy to the Board of Directors as to the disposition of any such
business. Although the Company's By-Laws do not give the Board of Directors any
power to approve or disapprove stockholder nominations for the election of
Directors or proposals for action, they may have the effect of precluding a
contest 

                                      II-3
for the election of Directors or the consideration of stockholder proposals if
the proper procedures are not followed, and of discouraging or deterring a third
party from conducting a solicitation of proxies to elect its own slate of
Directors or to approve its proposal without regard to whether consideration of
such nominees or proposals might be harmful or beneficial to the Company and its
stockholders.

   Liability of Directors; Indemnification. The Certificate of Incorporation
provides that a director will not be personally liable for monetary damages to
the Company or its stockholders for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
paying a dividend or approving a stock repurchase or redemption in violation of
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. The Certificate of Incorporation also
provides that each current or former director, officer, employee or agent of the
Company, or each such person who is or was serving or who had agreed to serve at
the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (including
the heirs, executors, administrators or estate of such person), will be
indemnified by the Company to the full extent permitted by the DGCL, as the same
exists or may in the future be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment). The Certificate of Incorporation also specifically authorizes
the Company to enter into agreements with any person providing for
indemnification greater or different than that provided by the Certificate of
Incorporation.

   Restrictions on Amendment. The Company's Certificate of Incorporation
provides that the approval of holders of at least 75% of the voting power
entitled to vote generally in the election of Directors, voting together as a
single class, is required to adopt any Certificate of Incorporation provision
inconsistent with or to alter, amend or repeal the provisions of the Company's
Certificate of Incorporation classifying the Board of Directors; governing the
removal of directors; establishing the minimum and maximum number of members of
the Board of Directors; eliminating the ability of stockholders to act by
written consent; authorizing the Board of Directors to consider the interests of
clients and other customers, creditors, employees; establishing the Board of
Directors' authority to issue, without a vote or any other action of the
stockholders, any or all authorized shares of stock of the Corporation,
securities convertible into or exchangeable for any authorized shares of stock
of the Corporation and warrants, options or rights to purchase, subscribe for or
otherwise acquire shares of stock of the Corporation for any such consideration
and on such terms as the Board of Directors in its discretion lawfully may
determine; and authorizing that the By-Laws of the Corporation may establish
procedures regulating the submission by stockholders of nominations and
proposals for consideration at meetings of stockholders of the Corporation. In
addition, the Company's Certificate of Incorporation provides that the approval
of the Board of Directors or the affirmative vote of the holders of 75% of the
voting power entitled to vote generally in the election of Directors, voting
together as a single class, is required to alter, amend or repeal the above
provisions of the Company's Certificate of Incorporation or to adopt any
provision of the Certificate of Incorporation inconsistent with such provisions
or to alter, amend or repeal certain provisions of the Company's By-Laws or to
adopt any provision of the By-Laws inconsistent with such provisions.

   Preferred Stock. The Certificate of Incorporation authorizes 10,000,000
shares of preferred stock, par value $.01 per share. Subject to the Company's
Certificate of Incorporation and applicable law, the authority of the Company's
Board of Directors with respect to each series of Preferred Stock, includes but
is not limited to the authority to generally determine the following: the
designation of such series, the number of shares initially constituting such
series and whether to increase or decrease such number of shares, dividend
rights and rates, terms of redemption and redemption prices, liquidation
preferences, voting rights, conversion rights, whether a sinking fund will be
provided for the redemption of the shares of such series (and, if so, the terms
and conditions thereof) and whether a purchase fund shall be provided for the
shares of such series (and, if so, the terms and conditions thereof).

   The Company believes that the availability of the Preferred Stock will
provide increased flexibility in structuring possible future financings and
acquisitions and in meeting other corporate needs that might arise. Having such
authorized shares available for issuance will allow the Company to issue shares
of Preferred Stock without the expense and delay of a special stockholders'
meeting. The authorized shares of Preferred Stock, as well as shares of Common
Stock, will be available for issuance without further action by the
stockholders, unless such action is required by applicable law or the rules of
any stock exchange on which the Company's securities may be listed. Although the
Board of Directors has no current intention to do so, it would have the power
(subject to applicable law) to issue a series of Preferred Stock that could,
depending on the terms of such series, impede the completion of a merger, tender
offer or other takeover attempt. For instance, subject to applicable law, such
series of Preferred Stock might impede a business combination by including class
voting rights that would enable the holder to block such a 

                                      II-4
transaction. The Board of Directors will make any determination to issue such
shares based on its judgment as to the best interests of the Company and its
stockholders. The Board of Directors, in so acting, could issue Preferred Stock
having terms which could discourage an acquisition attempt or other transaction
that some, or a majority of the stockholders might believe to be in their best
interest or in which stockholders might receive a premium for their stock over
the then market price of such stock.

   Registrar and Transfer Agent
   ----------------------------

   The registrar and transfer agent for the Common Stock is ChaseMellon
Shareholder Services LLC.

   Listing
   -------

   The Company intends to apply to list the Common Stock on the New York Stock
Exchange under the proposed symbol "HSX."

Item 5. Interests of Named Experts and Counsel

   None.

Item 6. Indemnification of Directors and Officers

   Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") authorizes the Registrant to indemnify the officers and
directors of the Company, under certain circumstances and subject to certain
conditions and limitations as stated therein, against all expenses and
liabilities incurred by or imposed upon them as a result of actions, suits and
proceedings, civil or criminal, brought against them as such officers and
directors if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the Registrant and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful.

   Reference is hereby made to the Registrant's Certificate of Incorporation, a
copy of which is filed as Exhibit 3.01 hereto, which provides for
indemnification of officers and directors of the Registrant to the full extent
authorized by Section 145 of the Delaware Law. The Certificate of Incorporation
authorizes the Registrant to purchase and maintain insurance on behalf of any
officer, director, employee, trustee or agent of the Registrant or its
subsidiaries against any liability asserted against or incurred by them in such
capacity or arising out of their status as such, whether or not the Registrant
would have the power to indemnify such officer, director, employee, trustee or
agent against such liability under the provisions of such Article or Delaware
law.

   The Registrant maintains a directors' and officers' insurance policy which
insures the officers and directors of the Registrant from any claim arising out
of an alleged wrongful act by such persons in their respective capacities as
officers and directors of the Registrant.

   Section 102(b)(7) of the Delaware Law permits corporations to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of a fiduciary duty of care as a
director. The Registrant's Certificate of Incorporation limits a director's
liability in accordance with such Section.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     The following exhibits are filed as part of this Registration Statement:
2.01  Agreement and Plan of Merger of Heidrick & Struggles, Inc. and Heidrick
              & Struggles International, Inc. (Incorporated by reference to Exhibit
              2.01 of this Registrant's Registration Statement on Form S-4 (File No.
              333-61023))
          
        3.01  Form of Amended and Restated Certificate of Incorporation of the
              Registrant (Incorporated by reference to Exhibit 3.02 of this
              Registrant's Registration Statement on Form S-4 (File No. 333-61023))
          
        3.03  Form of Amended and Restated By-laws of the Registrant (Incorporated by
              reference to Exhibit 3.03 of this Registrant's Registration Statement on
              Form S-4 (File No. 333-61023))
II-5
*5  Opinion of Simpson Thacher & Bartlett as to the legality of the Common
          Stock being registered
        
  *23.01  Consent of Simpson Thacher & Bartlett (contained in Exhibit 5)
        
  *23.02  Consent of Arthur Andersen LLP
        
  *23.03  Consent of Barbier Frinault & Associes (Arthur Andersen)
        
  *24.01  Power of Attorney (contained in signature page)
        
  *99.01  1998 Heidrick & Struggles Global Share Program I
        
  *99.02  1998 Heidrick & Struggles Global Share Program II
____________

*  Filed herewith

Item 9. Undertakings

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

   The undersigned registrant hereby undertakes:

     (1) To include any material information with respect to the plan of
   distribution not previously disclosed in the registration statement or any
   material change to such information in the registration statement.

     (2) That, for the purposes of determining any liability under the
   Securities Act, each such post-effective amendment shall be deemed to be a
   new registration statement relating to the securities offered therein, and
   the offering of such securities at that time shall be deemed to be the
   initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
   of the securities being registered which remain unsold at the termination of
   the Offering.

     (4) That, for purposes of determining any liability under the Securities
   Act, each filing of the registrant's annual report pursuant to section 13(a)
   or section 15(d) of the Exchange Act (and, where applicable, each filing of
   an employee benefit plan's annual report pursuant to section 15(d) of the
   Exchange Act) that is incorporated by reference in the registration statement
   shall be deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof.

                                      II-6
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Chicago,
State of Illinois, on the 5th day of March, 1999.

                                HEIDRICK & STRUGGLES INTERNATIONAL, INC.

                                By   /s/  Donald M. Kilinski
                                   ----------------------------------------

                                Title Chief Financial Officer and Treasurer
                                      -------------------------------------

                                      II-7
SIGNATURES AND POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Richard D. Nelson and Donald M. Kilinski,
or any one of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place, and
stead, in any and all capacities, to sign any and all amendments to the
Registration Statement, including post-effective amendments, and registration
statements filed pursuant to Rule 462 under the Securities Act of 1933, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange commission, and does hereby grant
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities on the 5th day of March, 1999.
Signature                                        Title
                    ---------                                        -----
/s/  Patrick S. Pittard                            President, Chief Executive Officer and Director
----------------------------------------------- 
   Patrick S. Pittard
   (principal executive officer)
 
                                                   
   /s/  Donald M. Kilinski                            Chief Financial Officer and Treasurer
-----------------------------------------------
   Donald M. Kilinski
   (principal financial and accounting officer)
 
   /s/  Gerard R. Roche                               Director
-----------------------------------------------
   Gerard R. Roche
 
   /s/  David C. Anderson                             Director
-----------------------------------------------
   David C. Anderson
 
   /s/  Thomas J. Friel                               Director
-----------------------------------------------
   Thomas J. Friel
 
   /s/  David B. Kixmiller                            Director
-----------------------------------------------
   David B. Kixmiller
 
   /s/  Bengt Lejsved                                 Director
-----------------------------------------------
   Bengt Lejsved
 
   /s/  Dr. Jurgen B. Mulder                          Director
-----------------------------------------------   
   Dr. Jurgen B. Mulder
 
   /s/  Dr. John C. Viney                             Director
 ----------------------------------------------   
   Dr. John C. Viney
II-8
INDEX TO EXHIBITS

  2.01  Agreement and Plan of Merger of Heidrick & Struggles, Inc. and Heidrick
        & Struggles International, Inc. (Incorporated by reference to Exhibit
        2.01 of this Registrant's Registration Statement on Form S-4 (File No.
        333-61023))

  3.01  Form of Amended and Restated Certificate of Incorporation of the
        Registrant (Incorporated by reference to Exhibit 3.02 of this
        Registrant's Registration Statement on Form S-4 (File No. 333-61023))

  3.03  Form of Amended and Restated By-laws of the Registrant (Incorporated by
        reference to Exhibit 3.03 of this Registrant's Registration Statement on
        Form S-4 (File No. 333-61023))

    *5  Opinion of Simpson Thacher & Bartlett as to the legality of the Common
        Stock being registered

*23.01  Consent of Simpson Thacher & Bartlett (contained in Exhibit 5)

*23.02  Consent of Arthur Andersen LLP

*23.03  Consent of Barbier Frinault & Associes (Arthur Andersen)

*24.01  Power of Attorney (contained in signature page)

*99.01  1998 Heidrick & Struggles Global Share Program I

*99.02  1998 Heidrick & Struggles Global Share Program II

___________

*  Filed herewith

                                      II-9