SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
KOLL REAL ESTATE GROUP, INC.
(Name of Issuer)
Class A Common Stock, par value $.05 per share
(Title of Class of Securities)
500434105
(CUSIP Number)
Daniel R. Tisch
Mentor Partners, L.P.
499 Park Avenue
New York, New York 10022
(212) 935-7640
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 2, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the
statement / /. (A fee is not required only if the report-
ing 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.)<PAGE>
CUSIP No. 500434105
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Mentor Partners, L.P. 06-126-0469
(2) Check the Appropriate Row if a Member of a Group
(a)
(b) X
(3) SEC Use Only
(4) Sources of Funds
WC
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)
(6) Citizenship or Place of Organization
Delaware
(7) Sole Voting Power
4,380,000 shares
Number of
Shares
Beneficially (8) Shared Voting Power
Owned by
Each (9) Sole Dispositive Power
Reporting 4,380,000 shares
Person With
(10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 4,380,000 shares
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
Approximately 8.9%
(14) Type of Reporting Person
PN
-2-<PAGE>
This Statement amends and supplements the statement
on Schedule 13D filed with the Securities and Exchange
Commission (the "Commission") on June 13, 1994 (the "Schedule
13D"), by Mentor Partners, L.P., a Delaware limited
partnership (the "Partnership"), relating to the Class A
Common Stock, par value $.05 per share (the "Shares"), of
Koll Real Estate Group Inc., a Delaware corporation (the
"Company"). Capitalized terms used and not defined herein
shall have the meanings assigned such terms in the Schedule
13D.
Item 5. Interest in Securities of the Issuer.
The information set forth in Item 5 ("Interest in
Securities of the Issuer") of the Schedule 13D is hereby
amended and supplemented by adding the following information
to the respective paragraphs thereof.
(a) As of the close of business on December 2,
1994, the Partnership beneficially owns an aggregate of
4,380,000 Shares, including 530,000 Shares owned directly by
the Partnership and 3,850,000 shares of Preferred Stock owned
directly by the Partnership which became convertible into
Shares on July 16, 1994. The Shares and Preferred Stock
beneficially owned by the Partnership are approximately 8.9%
of the Shares outstanding on November 11, 1994, including for
purposes of this calculation 45,319,703 Shares outstanding as
-3-<PAGE>
reported in the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1994 filed with the Commis-
sion and dated November 14, 1994, and, pursuant to Securities
and Exchange Commission Rule 13d-3(d)(1)(i), 17 C.F.R.
240.13d-3(d)(1)(i), the Preferred Stock owned by the
Partnership.
(c) Transactions in the Shares and the Preferred
Stock in the past 60 days by the Partnership are set forth on
Schedule A attached hereto and hereby incorporated herein by
reference. Except for such transactions, no other
transactions in the Shares or the Preferred Stock have been
effected during the past sixty days by the Partnership or, to
its best knowledge, any Control Person.
-4-<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: December 6, 1994
MENTOR PARTNERS, L.P.
By: /s/ Daniel R. Tisch
Daniel R. Tisch
Authorized Signature
-5-<PAGE>
<TABLE>
SCHEDULE A*
<CAPTION>
Transaction Price per
Date Security Purchase/Sale No. Shares Share**
<S> <C> <C> <C> <C>
11/14/94 Pfrd Stock Sale 10,000 $0.50
11/14/94 Common Stock Sale 30,000 0.50
11/18/94 Pfrd Stock Sale 50,000 0.50
12/2/94 Pfrd Stock Sale 250,000 0.5188
12/2/194 Pfrd Stock Sale 100,000 0.5625
12/2/94 Common Stock Sale 190,000 0.5329
</TABLE>
____________
* All transactions were effected over the National
Association of Securities Dealer Automated Quotation System.
** Exclusive of commissions, if any.
