UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 1)*

                    Heidrick & Struggles International, Inc.
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                                (Name of Issuer)

                                  Common Stock
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                         (Title of Class of Securities)

                                    422819102
                          ----------------------------
                                 (CUSIP Number)

                                December 31, 2002
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             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

                [X]   Rule 13d-1(b)

                [ ]   Rule 13d-1(c)

                [ ]   Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).



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1       NAME OF REPORTING PERSON
        S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

             High Rock Capital LLC
             04-3397165
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2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                         (a) [ ]
                                                                         (b) [ ]
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3       SEC USE ONLY

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4       CITIZENSHIP OR PLACE OF ORGANIZATION

             Delaware
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                           5        SOLE VOTING POWER
NUMBER OF                                -0-
SHARES                     -----------------------------------------------
BENEFICIALLY OWNED         6        SHARED VOTING POWER
BY                                       -0-
EACH                       -----------------------------------------------
REPORTING                  7        SOLE DISPOSITIVE POWER
PERSON                                   -0-
WITH                       -----------------------------------------------
                           8        SHARED DISPOSITIVE POWER
                                         -0-
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9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        -0- shares (see Item 4(a) of attached Schedule)
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10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

--------------------------------------------------------------------------------
11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        0.0%
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12      TYPE OF REPORTING PERSON*

        IA
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--------------------------------------------------------------------------------
1       NAME OF REPORTING PERSON
        S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

             High Rock Asset Management LLC
             04-3402072
--------------------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                         (a) [ ]
                                                                         (b) [ ]
--------------------------------------------------------------------------------
3       SEC USE ONLY

--------------------------------------------------------------------------------
4       CITIZENSHIP OR PLACE OF ORGANIZATION

             Delaware
--------------------------------------------------------------------------------
                           5        SOLE VOTING POWER
NUMBER OF                                -0-
SHARES                     -----------------------------------------------
BENEFICIALLY OWNED         6        SHARED VOTING POWER
BY                                       -0-
EACH                       -----------------------------------------------
REPORTING                  7        SOLE DISPOSITIVE POWER
PERSON                                   -0-
WITH                       -----------------------------------------------
                           8        SHARED DISPOSITIVE POWER
                                         -0-
--------------------------------------------------------------------------------
9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        -0- shares (see Item 4(a) of attached Schedule)
--------------------------------------------------------------------------------
10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

--------------------------------------------------------------------------------
11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        0.0%
--------------------------------------------------------------------------------
12      TYPE OF REPORTING PERSON*

        IA
--------------------------------------------------------------------------------



                                  Schedule 13G

Item 1(a).        Name of Issuer: Heidrick & Struggles International, Inc.

Item 1(b).        Address of Issuer's Principal Executive Offices:
                           233 South Wacker Drive - Suite 4200
                           Chicago, IL 60606-6303

Item 2(a).        Names of Persons Filing: High Rock Capital LLC ("HRC") and
                  High Rock Asset Management LLC ("HRAM")

Item 2(b).        Address of Principal Business Office or, if None, Residence:
                  The address of the principal business office of HRC and HRAM
                  is 28 State Street, 18th Floor, Boston, MA 02109.

Item 2(c).        Citizenship: Each of HRC and HRAM is a limited liability
                  company organized under the laws of the state of Delaware.

Item 2(d).        Title of Class of Securities: Common Stock

Item 2(e).        CUSIP Number: 422819102

Item 3.           If this statement is filed pursuant to Rules  13d-1(b), or
                  13d-2(b) or (c), check whether the person filing is a:

                  (a)  [ ]  Broker or dealer registered under Section 15 of the
                            Securities Exchange Act of 1934 (the "Act);

                  (b)  [ ]  Bank as defined in Section 3(a)(6) of the Act;

                  (c)  [ ]  Insurance company as defined in Section 3(a)(19) of
                            the Act;

                  (d)  [ ]  Investment company  registered under Section 8 of
                            the Investment Company Act of 1940;

                  (e)  [X]  An investment adviser in accordance with Rule
                            13d-1(b)(1)(ii)(E);

                  (f)  [ ]  An employee benefit plan or endowment fund in
                            accordance with Rule 13d-1(b)(1)(ii)(F);

                  (g)  [ ]  A parent holding  company or control person in
                            accordance with Rule 13d-1(b)(1)(ii)(G);

                  (h)  [ ]  A savings association as defined in Section 3(b)
                            of the Federal Deposit Insurance Act;

                  (i)  [ ]  A church plan that is excluded from the
                            definition of an investment company under Section
                            3(c)(14) of the Investment Company Act;

                  (j)  [ ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).



                  If this statement is filed pursuant to Rule 13d-1(c), check
                  this box. [ ]

Item 4.           Ownership.

                  (a)      Amount Beneficially Owned: Each of HRC and HRAM may
                           be deemed to beneficially own -0- shares as of
                           December 31, 2002.

                           HRC was the record owner of -0- shares as of December
                           31, 2002. HRAM was the record owner of -0- shares as
                           of December 31, 2002. (The shares held of record by
                           HRC and HRAM are referred to collectively herein as
                           the "Record Shares.") By virtue of their relationship
                           as affiliated limited liability companies with the
                           same individual as President, each of HRC and HRAM
                           may be deemed to beneficially own all of the Record
                           Shares. Hence, each of HRC and HRAM may be deemed to
                           beneficially own -0- shares as of December 31, 2002.

                  (b)      Percent of Class: HRC: 0.0%; HRAM: 0.0%

                  (c)      Number of shares as to which such person has:

                           (i)      sole power to vote or to direct the vote:
                                            HRC:  -0- shares
                                            HRAM: -0- shares

                           (ii)     shared power to vote or to direct the vote:

                                            HRC:  -0- shares
                                            HRAM: -0- shares

                           (iii)    sole power to dispose or to direct the
                                    disposition of:

                                            HRC:  -0- shares
                                            HRAM: -0- shares

                           (iv)     shared power to dispose or to direct the
                                    disposition of:

                                            HRC:  -0- shares
                                            HRAM: -0- shares

                  Each of HRC and HRAM expressly disclaims beneficial ownership
                  of any shares of Heidrick & Struggles International, Inc.

Item 5.           Ownership of Five Percent or Less of a Class.



                           If this statement is being filed to report the fact
                  that as of the date hereof the reporting person has ceased to
                  be the beneficial owner of more than five percent of the class
                  of securities, check the following [X].

Item 6.           Ownership of More than Five Percent on Behalf of Another
                  Person.
                           Not applicable.

Item 7.           Identification and Classification of the Subsidiary Which
                  Acquired the Security Being Reported on by the Parent
                  Holding Company.
                           Not applicable.

Item 8.           Identification and Classification of Members of the Group.
                           Not applicable.

Item 9.           Notice of Dissolution of Group.
                           Not applicable.

Item 10.          Certifications.
                           By signing below I certify that, to the best of my
                  knowledge and belief, the securities referred to above were
                  acquired and are held in the ordinary course of business and
                  were not acquired and are not held for the purpose of or with
                  the effect of changing or influencing the control of the
                  issuer of the securities and were not acquired and are not
                  held in connection with or as a participant in any transaction
                  having that purpose or effect.



                                   SIGNATURES

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated:  February 5, 2003

HIGH ROCK CAPITAL LLC

By: High Rock Capital LLC

By:      /s/ David L. Diamond
         ------------------------------
         David L. Diamond,
         President

HIGH ROCK ASSET MANAGEMENT LLC

By: High Rock Asset Management LLC

By:      /s/ David L. Diamond
         ------------------------------
         David L. Diamond,
         President