Sec Form 4 Filing - Pion Jeffrey S @ CB RICHARD ELLIS GROUP INC - 2005-05-27

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Pion Jeffrey S 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) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1840 CENTURY PARK EAST, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 05/27/2005 (Street) LOS ANGELES90067 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 05/27/2005 M 5,000 ( 1 ) A $ 38.95 5,000 D Class A Common Stock 05/27/2005 F 375 D $ 0 ( 2 ) 4,625 D Class A Common Stock 05/27/2005 S 4,625 ( 3 ) D $ 38.95 0 D

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 Deferred Compensation Stock Units $ 0 ( 4 ) 05/27/2005 M 5,000 ( 5 ) ( 6 ) ( 7 ) Class A Common Stock 5,000 $ 38.95 12,781 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pion Jeffrey S 1840 CENTURY PARK EAST SUITE 700 LOS ANGELES90067 X Signatures Laurence H. Midler, Power of Attorney 05/27/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares include the un-scheduled in-service distribution forfeiture of a 7.5% IRS penalty of 375 shares. ( 2 )The 375 shares reflect the un-scheduled in-service forfeiture of a 7.5% IRS penalty which is paid in the form of a reduction in the number of shares distributed. ( 3 )These shares do not include the un-scheduled in-service distribution forfeiture of a 7.5% IRS penalty of 375 shares. ( 4 )Converts on a 1 to 1 ratio. ( 5 )These units include the un-scheduled in-service distribution forfeiture of a 7.5% IRS penalty of 375 units. ( 6 )Pursuant to the terms of the deferred compensation plan, the reporting person may be entitled to receive an issuance of some or all of the shares underlying such stock units (a) within 60 days of termination of employment with the Issuer depending upon the date of such termination or (b) by requesting an un-scheduled distribution with a 7.5% forfeiture penalty. The 7.5% penalty will be paid in the form of a reduction in the number of shares to be distributed. ( 7 )None.

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 Number.