UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.___3____)*
Koll Real Estate Group Inc.
(Name of Issuer)
Common Stock**
(Title Of Class of Securities)
500434303
(CUSIP Number)
Check the following box if a fee is being paid with this statement .
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
**The amount reflected in Item 9 of the cover page reflects new common stock
issued in 1997 as a result of conversion of convertible bonds ("the
convertible bonds") (CUSIP 500434204).
------------
<PAGE>
CUSIP NO. 500434303 _____________
13G
PAGE 1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Joint Filing
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
1,038,259
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,038,259
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,038,259
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.71%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
</PAGE>
<PAGE.
CUSIP NO. 500434303 ____________
13G
PAGE 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch, Pierce, Fenner & Smith Incorporated
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Joint Filing
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICAILLY OWNED BY EACHREPORTING PERSON WITH
5 SOLE VOTING POWER
1,038,259
6 SHARED VOTING POWER
None
7 SOLE DISPOSITIVE POWER
1,038,259
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,038,259
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.71%
12 TYPE OF REPORTING PERSON*
BD, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
</PAGE>
<PAGE>
SCHEDULE 13G
Item 1 (a) Name of Issuer:
Koll Real Estate Group Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
4343 Von Karmen Ave.
Newport Beach, CA 92660
Item 2 (a) Names of Persons Filing:
Merrill Lynch & Co., Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Item 2 (b) Address of Principal Business Office, or, if None, Residence:
Merrill Lynch & Co., Inc.
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Item 2 (c) Citizenship:
See Item 4 of Cover Pages
Item 2 (d) Title of Class of Securities:
Common Stock
Item 2 (e) CUSIP Number:
500434303
Item 3
Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company, in accord
ance with Section 240.13d-1(b)(ii)(G). Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S") is a broker-dealer registered under Section 15 of the
Securities Exchange Act of 1934.
</PAGE>
<PAGE>
a) Amount Beneficially Owned:
See Item 9 of Cover Pages. Pursuant to Section 240.13d-4, ML&Co. and MLPF&S
(the "Reporting Persons") disclaim beneficial ownership of the securities of
Koll Real Estate Group Inc. referred to herein, and the filing of this
Schedule 13G shall not be construed as an admission that the Reporting
Persons are, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any of the securities of
Koll Real Estate Group Inc. referred to herein other than in the case of such
held by MLPF&S in proprietary accounts.
(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote:
See Item 6 of Cover Pages
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose or to direct the disposition of:
See Item 8 of Cover Pages
Item 5 Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
See Exhibit A
Item 8 Identification and Classification of Members of the Group.
Not Applicable
Item 9 Notice of Dissolution of Group.
Not Applicable
</PAGE>
<PAGE>
Item 10 Certification.
By signing below each of the undersigned certifies that, to the best of their
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do
not have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a participant
in any transaction having such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Merrill Lynch & Co., Inc.
____________________
Date:
Andrea Lowenthal
Signature:
____________________
Name: Andrea Lowenthal
______________________
Title: Attorney-in-Fact *
Merrill Lynch, Pierce, Fenner & Smith Incorporated
_____________________
Date:
Andrea Lowenthal
Signature:
______________________
Name: Anrdrea Lowenthal
______________________
Title: Attorney in Fact**
* Executed pursuant to a Power of Attorney dated November 17, 1995, a copy of
which is attached hereto as Exhibit B.
** Executed pursant to a Power of Attorney dated November 17, 1995, a copy of
whcih is attached hereto as Exhibit C.
</Page>
<PAGE>
Exhibit A to Schedule 13G
One of the persons filing this report, Merrill Lynch & Co., Inc., is a
Delaware corporation with its prinicpal place of business at World Financial
Center, North Tower, 250 Vesey Street, New York, New York ("ML&Co."), and a
parent holding company pursuant to Section 240 13d-1(b)(1)(ii)(G). The
relevant subsidiaries of ML&Co. are Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a Delaware corportation with its principal place of
business at World Financial Center, North Tower, 250 Vesey Street, New York,
is a wholly owned direct subsidiary of ML&Co. and a broker-dealer registered
pursuant to the Securities Exchange Act of 1934.
</page>
<PAGE>
Exhibit B to Scehdule 13G
Power of Attorney
The undersigned, Merrill Lynch & Co., (the "Corporation") a corporation
duly organized under the laws of Delaware, with its principal place of business
at World Financial Center, North Tower, 250 Vesey Street, New York, New York,
10281 does hereby make, constitite and appoint Richard B. Alsop, Richard D.
Kreuder and Andrea Lowenthal, Gregory T. Russo, or any other individual from
time to time elected or appointed as secretary or an assistant secretary of the
Corporation, acting severally, each of whose address is Merrill Lynch & Co.,
Inc., World Financial Center, North Tower, 250 Vesey Street, New York, New
York, 10281 as its true and lawful attorneys-in fact, for it and in its name,
place and stead (i) to execute on behalf of the Corporation and cause to be
filed and/or delivered, as required under Section 13(d) of the Securities
Exchange Act of 1934 (the"Act") and the regulations thereunder, any number,
as appropriate, of original copies, or electronic filings of the Securities and
Exchange Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports
(together with any amendments and joint filing agreements under Rule 13d-1(f)
(1) of the Act, as may be required thereto) to be filed and/or delivered
with the respect to any equity security (as defined in Rule 13d-1-(d)
under the Act) beneficially owned by the undersigned and which must be reported
by the undersigned pursuant to Section 13(d) of the Act and the regulations
thereunder, (ii) and generally to take such other actions and perform such other
things necessary to effectuate the foregoing as fully in all respects as if the
undersigned could do it if personally present. This Power of Attorney shall
remain in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney,
this 25th day of February, 1995.
MERRILL LYNCH & Co., Inc.
By: /s/ David H. Komansky
Name: David H. Komansky
Title: President and Chief Operating Officer
</page>
<PAGE>
Exhibit C to Schedule 13G
Power of Attorney
The undersigned, Merrill Lynch, Pierce, Fenner & Smith Incorporated, (the
"Corporation") a corporation duly organized under the laws of Delaware, with
its principal place of business at World Financial Center, North Tower, 250
Vesey Street, New York, New York 10281 does hereby make, constitute and
appoint Richard B. Alsop, Richard D. Kreuder, Andrea Lowenthal, Gregory T.
Russo, or any other individual from time to time elected or appointed as
secretary or an assistant secretary of the Corporation, acting severally,
each of whose address is Merrill Lynch & Co., Inc., World Financial Center,
North Tower, 250 Vesey Street, New York, New York, 10281 as its attornies-in-
fact, for it and in its name, place and stead (i) to execute on behalf of the
Corporation and cause to be filed and/or delivered, as required under
Section 13(d) of the Securities Exchange Act of 1934 (the "Act") and the
regulations thereunder, any number, as appropriate, of original, copies,
or electronic filings of the Securities and Exchange Commission Schedule 13D or
Schedule 13G Beneficial Ownership Reports (together with any amendments and
joint filing agreements under Rule 13d-1(f) (1) of the Act, as may be
required thereto) to be filed and/or delivered with respect to any equity
security (as defined in Rule 13d-1(d) under the Act) beneficially owned by
the undersigned and which must be reported by the undersigned pursuant to
Section (d) of the Act and the regulations thereunder, (ii) and generally to
take such other actions and perform such other things necessary to effectuate
the foregoing as fully in all respects as if the undersigned could do
if personally present. This Power of Attorney shall remain in
effect until revoked, in writing, by the undersigned.
IN WITNESS WHREOF, the undersigned has executed this Power of Attorney,
this 25th day of February, 1995.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ David H. Komansky
Name: David H. Komansky
Title: President and Chief Operating Officer
</page>
