8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 21, 2005


GREENHILL & CO., INC.
(Exact name of registrant as specified in its charter)

Commission file number 001-32147

Delaware 51-0500737
(State or other jurisdiction of (I.R.S. Employer
   incorporation or organization) Identification No.)
   
300 Park Avenue, 23rd floor  
  York, New York 10022 10022
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (212) 389-1500


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Section 2. Financial Information.

  Item 2.02. Results of Operations and Financial Condition.
   
  Attached hereto as Exhibit 99.1 and incorporated by reference is a copy of the press release, dated April 21, 2005, issued by Greenhill & Co., Inc. announcing its financial results for the fiscal quarter ended March 31, 2005.

Section 9. Financial Statements and Exhibits

  Item 9.01. Financial Statements and Exhibits. 
   
  (c)       Exhibits. The following exhibit is being furnished as part of this Report.
   
  Exhibit
Number
  Description
 
 
  99.1   Press Release of Greenhill & Co., Inc. dated April 21, 2005.

 

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

  Greenhill & Co., Inc.
       
Date: April 22, 2005 By: /s/ John D. Liu
   
    Name: John D. Liu
    Title: Chief Financial Officer


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EXHIBIT INDEX

  Exhibit
Number
Description  
 


     99.1 Press Release of Greenhill & Co., Inc. dated April 21, 2005.  

E-1