Sec Form 4 Filing - FS EQUITY PARTNERS INTERNATIONAL L P @ CB RICHARD ELLIS GROUP INC - 2004-12-13

FORM 4 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 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FS EQUITY PARTNERS INTERNATIONAL L P 2. Issuer Name and Ticker or Trading Symbol CB RICHARD ELLIS GROUP INC [ CBG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Footnote 3 (Last) (First) (Middle) C/O PAGET-BROWN & COMPANY, LTD., WEST WINDS BUILDING, THIRD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/13/2004 (Street) GRAND CAYMAN, E9 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 12/13/2004 S 145,794 D $ 26.88 107,391 ( 2 ) ( 3 ) D ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FS EQUITY PARTNERS INTERNATIONAL L P C/O PAGET-BROWN & COMPANY, LTD. WEST WINDS BUILDING, THIRD FLOOR GRAND CAYMAN, E9 See Footnote 3 FS&CO INTERNATIONAL LP C/O PAGET-BROWN & COMPANY, LTD. WEST WINDS BUILDING, THIRD FLOOR GRAND CAYMAN, E9 See Footnote 3 FS INTERNATIONAL HOLDINGS LTD C/O PAGET-BROWN & COMPANY, LTD. WEST WINDS BUILDING, THIRD FLOOR GRAND CAYMAN, E9 See Footnote 3 Signatures /s/ William M. Wardlaw, Vice President, on behalf of FS International Holdings Limited, the sole general partner of FS&Co. Internatonal, L.P., the sole general partner of FS Equity Partners International, L.P. 12/15/2004 Signature of Reporting Person Date /s/ William M. Wardlaw, Vice President, on behalf of FS International Holdings Limited, the sole general partner of FS&Co. Internatonal, L.P. 12/15/2004 Signature of Reporting Person Date /s/ William M. Wardlaw, Vice President, on behalf of FS International Holdings Limited 12/15/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed by more than one reporting person. FS Equity Partners International, L.P., a Delaware limited partnership (the "Partnership"), is the record owner of the Class A common stock (the "Common Stock") listed above. FS&Co. International, L.P., a Cayman Islands limited partnership (the "General Partner"), is the sole general partner of the Partnership. FS International Holdings Limited, a Cayman Islands exempted company limited by shares ("FS International Holdings"), is the sole general partner of the General Partner. Each of the General Partner and FS International Holdings disclaim beneficial ownership of the Common Stock except to the extent of their pecuniary interest therein. ( 2 )Bradford M. Freeman is a director of CB Richard Ellis Group, Inc. Mr. Freeman is a director, officer and shareholder of the Partnership, the General Partner and FS International Holdings. Mr. Freeman disclaims beneficial ownership of the Common Stock beneficially owned by the Partnership, the General Partner and FS International Holdings except to the extent of his individual indirect pecuniary interests therein. ( 3 )The reporting persons may be members of a Section 13(d) group that owns more than 10% of the Issuer's outstanding common stock.

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).

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