Exhibit 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              GREENHILL & CO., INC.

                     Pursuant to Sections 242 and 245 of the
                General Corporation Law of the State of Delaware

                                    * * * * *

     Greenhill & Co., Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), does hereby certify as follows:

     FIRST: The present name of the Corporation is Greenhill & Co., Inc., which
is the name under which the Corporation was originally incorporated; and the
date of filing the original Certificate of Incorporation of the Corporation with
the Secretary of State of the State of Delaware is March 10, 2004.

     SECOND: The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article FOURTH thereof and by substituting in lieu
thereof new Article FOURTH which is set forth in the Amended and Restated
Certificate of Incorporation hereinafter provided for.

     THIRD: The provisions of the Certificate of Incorporation of the
Corporation as heretofore amended and/or supplemented, and as herein amended,
are hereby restated and integrated into the single instrument which is
hereinafter set forth, and which is entitled Amended and Restated Certificate of
Incorporation of Greenhill & Co., Inc. without any further amendments other than
the amendment herein certified and without any discrepancy between the
provisions of the Certificate of Incorporation as heretofore amended and
supplemented and the provisions of the said single instrument hereinafter set
forth.

     FOURTH: The amendments and the restatement of the Certificate of
Incorporation herein certified have been duly adopted by the stockholders in
accordance with the provisions of Sections 228, 242, and 245 of the General
Corporation Law of the State of Delaware.

     FIFTH: The Certificate of Incorporation of the Corporation, as amended and
restated herein, shall at the effective time of this Amended and Restated
Certificate of Incorporation, read as follows:



                       AMENDED AND RESTATED CERTIFICATE OF
                                  INCORPORATION

                                       OF

                              GREENHILL & CO., INC.

                                    * * * * *

     FIRST: The name of the Corporation is Greenhill & Co., Inc.

     SECOND: The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended
("Delaware Law").

     FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 110,000,000, consisting of 100,000,000 shares of
Common Stock, par value $0.01 per share (the "Common Stock"), and 10,000,000
shares of Preferred Stock, no par value, (the "Preferred Stock").

     The Board of Directors is hereby empowered to authorize by resolution or
resolutions from time to time the issuance of one or more classes or series of
Preferred Stock and to fix the designations, powers, preferences and relative,
participating, optional or other rights, if any, and the qualifications,
limitations or restrictions thereof, if any, with respect to each such class or
series of Preferred Stock and the number of shares constituting each such class
or series, and to increase or decrease the number of shares of any such class or
series to the extent permitted by the General Corporation Law of the State of
Delaware, as amended from time to time.

     FIFTH: Each holder of Common Stock, as such, shall be entitled to one vote
for each share of Common Stock held of record by such holder on all matters on
which stockholders generally are entitled to vote; provided, however, that,
except as otherwise required by law, holders of Common Stock, as such, shall not
be entitled to vote on any amendment to this Certificate of Incorporation
(including any Certificate of Designations relating to any series of Preferred
Stock) that relates solely to the terms of one or more outstanding series of
Preferred Stock if the holders of such affected series are entitled, either
separately or together with the holders of one or more other such series, to
vote thereon


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pursuant to this Certificate of Incorporation (including any Certificate of
Designations relating to any series of Preferred Stock) or pursuant to Delaware
Law.

     SIXTH: The name and mailing address of the incorporator are:

Name            Mailing Address
----            ---------------
John T. Adams   c/o Davis Polk & Wardwell
                450 Lexington Avenue
                New York, New York 10017

     SEVENTH: The Board of Directors shall have the power to adopt, amend or
repeal the bylaws of the Corporation.

     EIGHTH: Election of directors need not be by written ballot unless the
bylaws of the Corporation so provide.

     NINTH: (1) A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by Delaware Law.

     (2)(a) Each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by Delaware Law. The right to indemnification conferred in this ARTICLE NINTH
shall also include the right to be paid by the Corporation the expenses incurred
in connection with any such proceeding in advance of its final disposition to
the fullest extent authorized by Delaware Law. The right to indemnification
conferred in this ARTICLE NINTH shall be a contract right.

     (b) The Corporation may, by action of its Board of Directors, provide
indemnification to such of the employees and agents of the Corporation to such
extent and to such effect as the Board of Directors shall determine to be
appropriate and authorized by Delaware Law.

     (3) The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss
incurred by such person in any such capacity or arising out of such person's
status as such,


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whether or not the Corporation would have the power to indemnify such person
against such liability under Delaware Law.

     (4) The rights and authority conferred in this ARTICLE NINTH shall not be
exclusive of any other right which any person may otherwise have or hereafter
acquire.

     (5) Neither the amendment nor repeal of this ARTICLE NINTH, nor the
adoption of any provision of this Certificate of Incorporation or the bylaws of
the Corporation, nor, to the fullest extent permitted by Delaware Law, any
modification of law, shall eliminate or reduce the effect of this ARTICLE NINTH
in respect of any acts or omissions occurring prior to such amendment, repeal,
adoption or modification.

     TENTH: The names and mailing addresses of the initial directors of the
Corporation, who are to serve as directors until the first annual meeting of
stockholders or until their successors are elected and qualify, are:

Name                  Mailing Address
----                  ---------------
Robert F. Greenhill   300 Park Avenue, 23rd Floor
                      New York, NY 10022-7405

Scott L. Bok          300 Park Avenue, 23rd Floor
                      New York, NY 10022-7405

Simon A. Borrows      56-58 Conduit Street
                      London W1S 2YZ
                      United Kingdom

     ELEVENTH: The Corporation reserves the right to amend this Certificate of
Incorporation in any manner permitted by Delaware Law and, with the sole
exception of those rights and powers conferred under the above ARTICLE NINTH,
all rights and powers conferred herein on stockholders, directors and officers,
if any, are subject to this reserved power.


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     IN WITNESS WHEREOF, the undersigned has caused this Certificate to be duly
executed in its corporate name by its duly authorized officer.

Dated: April 23, 2004

                                        GREENHILL & CO., INC.


                                        By: /s/ Robert F. Greenhill
                                            ------------------------------------
                                            Name: Robert F. Greenhill
                                            Title: Chairman & Chief
                                                   Executive Officer


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