FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GRAY RICHARD S 		2. Issuer Name and Ticker or Trading Symbol

HUDSON HIGHLAND GROUP INC [ HHGP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior Vice President
(Last)          (First)          (Middle)

HUDSON HIGHLAND GROUP, INC., 560 LEXINGTON AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/31/2012
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   3/31/2012     M (1)    9334   (1) A $0   55406   D    
Common Stock   3/31/2012     A (2)    816   (2) A $0   56222   D    
Common Stock   3/31/2012     F (3)    6834   (3) D $5.36   49388   D    
Common Stock                  11207.201   I   By 401(k) Plan   (4)
Common Stock                  2538.403   I   By Plan   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock     (1) 3/31/2012     M   (1)       9334   (1)     (1) 2/24/2014   Common Stock   9334   $0   0   D    
Employee Stock Option (Right to Buy)   $9.17                      (6) 6/25/2013   Common Stock   18000     18000   D    
Employee Stock Option (Right to Buy)   $13.25                      (7) 1/18/2015   Common Stock   80000     80000   D    

Explanation of Responses:
( 1)  Vesting to reporting person of restricted stock upon waiver of stock price criteria.
( 2)  Vesting to reporting person of restricted stock upon waiver of performance criteria.
( 3)  Reflects payment of tax liability by withholding shares of stock incident to vesting of restricted stock previously issued.
( 4)  Balance reflects the most current data available with regard to holdings in the 401(k) Plan.
( 5)  Balance reflects the reporting person's holdings in the Hudson Highland Group, Inc. Employee Stock Purchase Plan as of the date of this filing.
( 6)  Grant to reporting person of option to buy shares of common stock under the Hudson Highland Group, Inc. Long Term Incentive Plan. The option vests and becomes exercisable as follows: 50% after 1st anniversary of the date of grant, 75% after 2nd anniversary, and 100% after 3rd anniversary.
( 7)  Grant to reporting person of option to buy shares of common stock under the Hudson Highland Group, Inc. Long Term Incentive Plan. The option vests and becomes exercisable as follows: 50% after 3rd anniversary of the date of grant and 100% after 4th anniversary.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GRAY RICHARD S
HUDSON HIGHLAND GROUP, INC.
560 LEXINGTON AVENUE
NEW YORK, NY 10022

Senior Vice President

Signatures
/s/ John K. Wilson, Attorney-in-Fact for Richard S. Gray 4/3/2012
** Signature of Reporting Person Date


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