Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 4, 2009, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation, effective June 4, 2009, to amend Article Four of the Restated Certificate of Incorporation to increase the total number of shares of Class A common stock that the Company is authorized to issue from 325,000,000 shares to 525,000,000 shares. The Certificate of Amendment was approved at the Company's Annual Meeting of Shareholders on June 2, 2009.

The Certificate of Amendment is filed as an exhibit to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

3.1 Certificate of Amendment of Restated Certificate of Incorporation of CB Richard Ellis Group, Inc., effective June 4, 2009.

---