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): February 2, 2007

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
incorporation or organization)
(I.R.S. Employer
Identification No.)
300 Park Avenue, 23rd floor
New York, New York 10022
(Address of principal executive offices)
    
10022
(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:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]  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 February 1, 2007, issued by Greenhill & Co., Inc. announcing its financial results for the fiscal year ended December 31, 2006.

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 February 1, 2007.

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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: February 2, 2007 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 February 1, 2007.

E-1