Exhibit 4.2

                               AMENDMENT 2001-1 TO
                          CB RICHARD ELLIS 401(K) PLAN

     CB Richard Ellis Services, Inc. (the "Company") hereby adopts the following
amendment to the CB Richard Ellis 401(k) Plan (the "Plan") with reference to the
following facts:

     A.   The Company adopted an amendment and restatement of the Plan on
          July 6, 2001.

     B.   The Company has determined that it is desirable to amend the Plan as
          set forth herein.

     NOW, THEREFORE:

     1.   The last sentence of Section 4.1 of the Plan is hereby amended in its
entirety to read as follows effective September 1, 2001:

          "For the latter purpose, the Committee may, without limitation, limit
          Deferrals to at least 1% of Compensation, or not more than 20% of
          Compensation, or impose other nondiscriminatory limitations."

     2.   Section 4.6(c) of the Plan is hereby amended in its entirety to read
as follows effective January 1, 1997:

               "(c) Effective for Plan Years beginning on and after January 1,
          1997, the Average Deferral Percentage for Highly Compensated Employees
          in any Plan Year (the "High Average") when compared with the Average
          Deferral Percentage for Nonhighly Compensated Employees in the
          preceding Plan Year (the "Low Average") must meet one of the following
          requirements:

                    (1)  The High Average is no greater than 1.25 times the Low
          Average; or

                    (2)  The High Average is no greater than two times the Low
          Average, and the High Average is no greater than the Low Average plus
          two percentage points.

     Notwithstanding the foregoing, this Section 4.6(c) will be applied for Plan
     Year 1998 by determining the Average Deferral Percentage for Nonhighly
     Compensated Employees for the same Plan Year."

     3.   Section 4.13(c) of the Plan is hereby amended in its entirety to read
as follows effective January 1, 1997:

               "(c) Effective for Plan Years beginning on and after January 1,
          1997, the Average Contribution Percentage for Highly Compensated
          Employees in any Plan Year (the "High Average") when compared with the
          Average Contribution Percentage for Nonhighly Compensated Employees in
          the preceding Plan Year (the "Low Average") must meet one of the
          following requirements:

                    (1)  The High Average is no greater than 1.25 times the Low
          Average; or

                    (2)  The High Average is no greater than times the Low
          Average, and the High Average is no greater the Low Average plus two
          percentage points.

     Notwithstanding the foregoing, this Section 4.13(c) will be applied for
     Plan Year 1998 by determining the Average Contribution Percentage for
     Nonhighly Compensated Employees for the same Plan Year. Notwithstanding
     Section 4.13(a), no Actual Contribution Percentage shall be determined for
     an individual who did not receive any Matching Profit Sharing Contribution
     for the Plan Year because the Plan requires that the individual perform a
     certain amount of service or be employed on the last day of the Plan Year
     and



     such individual failed to meet such requirement. Such an individual shall
     be disregarded in performing the test under this section."

     4.   Section 8.2(a) of the Plan is hereby amended by the addition of the
following sentences at the end thereof effective January 1, 2002:

          "Except as set forth in the prior sentence with respect to
          distributions of proceeds from the sale of New Company Stock, any
          distribution form previously available under the Plan, other than a
          single sum distribution, will not be available to a Participant or
          Beneficiary (including a surviving spouse) who has not commenced to
          receive a distribution under the Plan prior to January 1, 2002. The
          prior sentence applies to the accounts of all Participants who are
          participants in the Plan unless with respect to a Participant the Plan
          was a direct or indirect transferee of a defined benefit plan or a
          defined contribution plan subject to the funding standards of Section
          412 of the Code."

     IN WITNESS WHEREOF, the Company has caused this amendment to be executed
this 31st day of December 2001.


                                           CB Richard Ellis Services, Inc.


                                           By: /s/ Walter V. Stafford