CB RICHARD ELLIS SERVICES INC
SC 13G/A, 1999-02-12
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*



                         CB Richard Ellis Services, Inc.
             ------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
                       -----------------------------------
                         (Title of Class of Securities)


                                    12479F103
                               -------------------
                                 (CUSIP Number)


        *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).

<PAGE>
CUSIP No. 12479F103                   13G                           Page 2 of 6

 1)      Names of Reporting Persons S.S. or I.R.S.  Identification Nos. of Above
         Persons

           Kasen Development, Inc.
           Kajima Corporation (Please refer to Exhibit A)

 2)      Check  the  Appropriate  Box  if  a  Member  of a  Group  (See
         Instructions)
         (a) X (Please refer to Exhibit A)
         (b)

 3)      SEC Use Only

 4)      Citizenship or Place of Organization

                   Japanese corporation

 Number            5)      Sole Voting Power                           0
  of
 Shares
 Beneficially      6)      Shared Voting Power                         0
 Owned
 By
 Each              7)      Sole Dispositive Power                      0
 Reporting
 Person
 With              8)      Shared Dispositive Power                    0

 9)      Aggregate Amount Beneficially Owned by Each Reporting Person  0

 10)     Check if the Aggregate  Amount in Row (9) Excludes Certain Shares
         (See Instructions)

 11)     Percent of Class Represented by Amount in Row 9               0%

 12)     Type of Reporting Person (See Instructions)                   CO

<PAGE>

CUSIP No. 12479F103                   13G                           Page 3 of 6


ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

         This  statement  is being  filed to report the fact that the  reporting
person has ceased to be the  beneficial  owner of more than five  percent of the
class of securities.

<PAGE>

CUSIP No. 12479F103                   13G                           Page 4 of 6


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.

Date              February 12, 1999

Kasen Development, Inc.


By: /s/ Takashi Buto
   ------------------------------
   Name: Takashi Buto
   Title:  President

Kajima Corporation


By: /s/ Tomoya Kamimura
   ------------------------------
   Name: Tomoya Kamimura
   Title: Executive Vice President



<PAGE>

CUSIP No. 12479F103                   13G                           Page 5 of 6

                                    EXHIBIT A


         Kajima  Corporation owns 50% of the outstanding shares of capital stock
of Kasen Development, Inc. and as such is the beneficial owner of the Series A-3
Preferred  Stock of the Issuer  (formerly  known as CB  Commercial  Real  Estate
Services Group, Inc.) previously owned of record by Kasen Development,  Inc. and
the Common  Stock into which the Series A-3  Preferred  Stock may be  converted.
Kajima  Corporation also owns 100% of the outstanding shares of capital stock of
Kajima U.S.A. Inc., a Delaware corporation with a principal place of business at
320 Park Avenue,  26th Floor, New York, New York 10022-6815.  Kajima U.S.A. Inc.
owned  1,000,000  shares of Series A-1  Preferred  Stock of the Issuer which are
also  convertible  into  Common  Stock of the  Issuer  upon the same  terms  and
conditions as the Series A-3 Preferred Stock.  Kajima Corporation has also filed
a separate  amendment  to Schedule  13G jointly  with Kajima  U.S.A.  Inc.  with
respect to the Series A-1  Preferred  Stock and the  options  owned of record by
Kajima U.S.A. Inc. on the date hereof.

         This  Schedule 13G is filed on behalf of Kajima  Corporation  and Kasen
Development, Inc. (please see Exhibit B attached hereto).

<PAGE>

CUSIP No. 12479F103                   13G                           Page 6 of 6

                                    EXHIBIT B

                            AGREEMENT RE JOINT FILING

         Each of the  undersigned  hereby agrees,  as required  pursuant to Rule
13d-1(k) under the Securities Exchange Act of 1934, that this Schedule 13G is to
be filed on  behalf  of each such  party.  This  Agreement  may be  executed  in
separate  counterparts,  each of which when so executed and  delivered  shall be
deemed an original,  but all such counterparts together shall constitute but one
and the same instrument.

                                        KASEN DEVELOPMENT, INC.


                                        By: /s/ TAKASHI BUTO
                                           ------------------------------------
                                           Name: Takashi Buto
                                           Title: President

                                        KAJIMA CORPORATION


                                        By: /s/ TOMOYA KAMIMURA
                                           ------------------------------------
                                           Name: Tomoya Kamimura
                                           Title: Executive Vice President



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