Exhibit 3.1(c)

                           CERTIFICATE OF AMENDMENT

                                    of the

                         CERTIFICATE OF INCORPORATION

                                      of

                              CBRE HOLDING, INC.



          CBRE Holding, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY:

          1.      That Article FOURTH of the Certificate of Incorporation of the
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                  Corporation be, and hereby is, amended to read in its entirety
                  as follows:

                  "The total number of shares of stock that the Corporation is
                  authorized to issue is 500,000 shares of Common Stock, par
                  value $0.01 each."

          2.      That this amendment of the Certificate of Incorporation of the
                  Corporation has been duly adopted in accordance with the
                  provisions of Section 242 of the General Corporation Law of
                  the State of Delaware.

          IN WITNESS WHEREOF, the undersigned, being the Vice President of the
Corporation, has executed this Certificate of Amendment as of June 1, 2001.



                                    By:    /s/ Christian Puscasiu
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                                    Name:  Christian Puscasiu
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                                    Title: Vice President
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