[GREENHILL LOGO]


CONTACT:   John D. Liu,
           Chief Financial Officer
           Greenhill & Co., Inc.
           (212) 389-1800

                                                           FOR IMMEDIATE RELEASE
                                                           ---------------------

          GREENHILL & CO. REPORTS RECORD QUARTERLY AND ANNUAL REVENUE;
                             DIVIDEND INCREASED 33%

NEW YORK, January 26, 2006 - Greenhill & Co., Inc. (NYSE: GHL) today reported
revenues of $221.2 million and net income of $55.5 million for the year ended
December 31, 2005. Diluted earnings per share were $1.81 for the year ended
December 31, 2005.

The Firm's 2005 revenues compare with revenues of $151.9 million for 2004, which
represents an increase of $69.3 million or 46%. The Firm's 2005 net income and
diluted earnings per share compare with $34.3 million of pro forma net income
and $1.19 of pro forma diluted earnings per share, respectively, for the year
ended December 31, 2004, representing increases of 62% and 52%, respectively.

We believe that the pro forma results more accurately depict our results as a
public company and will provide the most meaningful basis for comparison among
present, historical and future periods. Prior to our initial public offering we
operated as a limited liability company and our earnings did not fully reflect
either the compensation expense we pay our managing directors or the taxes that
we pay as a corporation. Additionally, a portion of our earnings attributable to
our European operations was recorded as minority interest before our initial
public offering. Our pro forma results increase compensation expense and tax
expense to amounts we expect we would have incurred had we been a public
corporation during all of the reported periods and eliminate minority interest.
Actual net income for the year ended 2004 was $38.3 million, and actual diluted
earnings per share were $1.33.

The Firm's fourth quarter revenues were $81.7 million, which compare with
revenues of $50.9 million for the fourth quarter of 2004, representing an
increase of $30.8 million or 61%. The Firm's fourth quarter net income was $20.7
million, which compares with net income of $11.8 million in the fourth quarter
of 2004, representing an increase of $8.9 million or 75%. Diluted EPS for the
fourth quarter of 2005 was $0.69, which compares against $0.38 for the fourth
quarter of 2004, representing an increase of $0.31 per share or 82%.

The Firm's quarterly revenues can fluctuate materially depending on the number
and size of completed transactions on which it advised, the number and size of
merchant



banking gains (or losses) and other factors. Accordingly, the revenues in any
particular quarter may not be indicative of future results.


                            2005 BUSINESS HIGHLIGHTS

     o    Achieved record annual revenues in 2005, up 46% over 2004, the largest
          annual increase since 1999

     o    Achieved record quarterly revenues in 4th quarter of 2005, up 61% over
          the 4th quarter of 2004

     o    Achieved record quarterly and annual revenues in both Financial
          Advisory and Merchant Banking

     o    Raised a new $875 million merchant banking fund, Greenhill Capital
          Partners II

     o    Greenhill Capital Partners invested a record amount of capital ($208
          million) through its merchant banking activities

     o    Successfully recruited four new Managing Directors and a new Senior
          Advisor in 2005; with two further Managing Directors joining in
          January 2006, this brings our total Managing Director and Senior
          Advisor count to 32, half of whom have been with the Firm at least 5
          years

     o    Continued our strategy of building industry expertise in the US and
          Europe by recruiting expertise in Real Estate, Utilities, Technology
          and Financial Services

     o    Opened a new office in Dallas, TX

Based on these results and our history of consistently strong profit margins and
cash flow generation, Greenhill has increased its quarterly dividend from $0.12
to $0.16 per share. The dividend therefore now stands at double its level at the
time of our initial public offering in May 2004.

"In our tenth year as a Firm we achieved a record level of success in each of
our activities, while at the same time continuing to invest appropriately in our
future growth prospects," Robert F. Greenhill, Chairman and CEO, said.


                                    REVENUES
REVENUES BY SOURCE

The following table provides a breakdown of total revenues by source for the
three-month periods and years ended December 31, 2005 and December 31, 2004,
respectively:






                                                                 THREE MONTHS ENDED
                                                    DECEMBER 31, 2005            DECEMBER 31, 2004
                                               -------------------------     --------------------------
                                                 AMOUNT       % OF TOTAL       AMOUNT        % OF TOTAL
                                               ----------     ----------     ----------      ----------
                                                               (IN MILLIONS, UNAUDITED)

Financial Advisory..........................   $     50.9         62%         $   46.3           91%
Merchant Banking Fund Management & Other....         30.8         38%              4.6            9%
                                               ----------     ----------     ----------      ----------
Total Revenues..............................   $     81.7        100%         $   50.9          100%




                                                                      YEAR ENDED
                                                    DECEMBER 31, 2005             DECEMBER 31, 2004
                                               -------------------------     --------------------------
                                                 AMOUNT       % OF TOTAL        AMOUNT       % OF TOTAL
                                               ----------     ----------     ----------      ----------
                                                               (IN MILLIONS, UNAUDITED)

Financial Advisory..........................   $    142.1         64%         $   130.9          86%
Merchant Banking Fund Management & Other....         79.1         36%              21.0          14%
                                               ----------     ----------     ----------      ----------
Total Revenues..............................   $    221.2        100%         $   151.9         100%



FINANCIAL ADVISORY REVENUES

Full Year
---------

Financial Advisory Revenues were $142.1 million in the year ended December 31,
2005 compared to $130.9 million in the year ended December 31, 2004, which
represents an increase of 9%. At the same time, worldwide completed M&A volume
increased by 36%, from $1,612 billion in 2004 to $2,186 billion(1) in 2005, and
aggregate advisory revenue reported by four leading investment banks that
publicly disclose their advisory fee revenue increased by 19% from $4.2 billion
in 2004 to $5.0 billion(2) in 2005. From a longer term perspective, our 2005
Financial Advisory Revenues were 33% higher than in 2000, while the aggregate
advisory revenue reported by the four larger firms was 27% lower than in 2000.

We earned advisory revenue from 55 different clients in 2005, compared to 47 in
2004; of those clients 37 had not produced any 2004 revenue. We earned $1
million or more from 33 of those clients in 2005, compared to 25 in 2004. The
ten largest fee-paying clients constituted 39% of our total revenue, and only
one of those clients had in any prior year been among our ten largest fee-paying
clients. We had no client that constituted 10% or more of total revenue in 2005,
and one client at approximately 10% of total revenues in 2004.

Fourth Quarter
--------------

Financial Advisory Revenues were $50.9 million in the fourth quarter of 2005
compared to $46.3 million in the fourth quarter of 2004, which represents an
increase of 10%.

Completed assignments in the fourth quarter of 2005 included:


---------------
(1)  Source: Thompson Financial as of January 19, 2006.

(2)  Data for three of the four investment banks reflect November fiscal year
     ends.



     o    the sale by AEA Technology plc of a portfolio of its non-core assets
          to Coller Capital;

     o    the acquisition of CP Ships Limited by TUI AG;

     o    the representation of Drax Power Limited on behalf of a committee of
          its bondholders in its refinancing and listing on the London Stock
          Exchange;

     o    the sale by Refco of its regulated commodities business to Man
          Financial Inc.;

     o    the sale by Rentokil Initial plc of its Conferences business to
          Alternative Hotel Group;

     o    the defense of Rentokil Initial plc from an unsolicited approach by
          Raphoe Management Limited;

     o    the sale by Royal & Sun Alliance of its stake in Rothschilds
          Continuation Holdings to Jardine Strategic Holdings;

     o    the representation of the Special Committee of 7-Eleven, Inc. in the
          tender offer by Seven Eleven Japan Co., Ltd.;

     o    the sale by UBS Capital of Mr. Minit to CVC Capital Partners; and

     o    the acquisition by Vulcan Capital of a controlling interest in
          International Catastrophe Managers, LLC.

The increase in our Financial Advisory revenues in 2005 for the full year and
the fourth quarter reflected our continued business development efforts and the
continued recovery in M&A volume. As expected, the volume of financial-distress
related business continued its decline in 2005, partially offsetting the
increase in traditional M&A activity.

The Firm also announced during the fourth quarter of 2005 the recruitment of two
new managing directors: Dhiren Shah (New York-based former Global Head of
Technology at Morgan Stanley), and Robert Smith (New York-based former Co-Head
of Financial Institutions Mergers and Acquisitions at Citigroup).

"We are pleased to have completed landmark transactions in each of our markets
as we continue to benefit from greater recognition of our Firm as an advisor to
major corporations globally," Scott L. Bok and Simon A. Borrows, Co-Presidents,
commented.




MERCHANT BANKING & INTEREST INCOME

The following table sets forth additional information relating to our merchant
banking and interest income:



                                                       THREE MONTHS                  YEAR
                                                     ENDED DECEMBER 31,        ENDED DECEMBER 31,
                                                   ----------------------    ----------------------
                                                      2005        2004         2005         2004
                                                   ----------  ----------    ----------  ----------
                                                                (in millions, unaudited)

Management fees.............................        $    3.5     $   1.1      $  11.4     $    4.5
Net realized and unrealized gains on
   investments in GCP.......................            11.2         2.2         32.0         11.3

Merchant banking overrides..................            15.4         0.9         32.3          4.1
Other unrealized investment income..........             0.0         0.1          0.5          0.3
Interest income.............................             0.7         0.3          2.9          0.8
                                                   ----------  ----------    ----------  ----------
Merchant banking revenue ...................        $   30.8     $   4.6      $  79.1     $   21.0
                                                   ----------  ----------    ----------  ----------


Full Year
---------

In the year ended December 31, 2005, the Firm earned $79.1 million in Merchant
Banking & Interest Income compared to $21.0 million in the year ended December
31, 2004, an increase of 277%. These increases are primarily due to higher asset
management fees resulting from greater assets under management, higher dividend
income and distributions of earnings from portfolio companies, higher realized
and unrealized principal investment gains in the Greenhill Capital Partners
(GCP) portfolio, an increase in the recognized amounts of profit overrides
associated with gains in the GCP portfolio and an increase in interest income.
GCP (and the Firm) earned revenue from 11 portfolio companies in 2005. GCP gains
and losses relating to investments made in 2004 or later have a larger impact on
Firm revenue because of the Firm's increased investment in, and increased
participation in profit overrides relating to, GCP starting in early 2004. The
Firm had one investment that contributed more than 10% to total revenues in 2005
and none in 2004. Included in Merchant Banking & Interest Income for the year
ended December 31, 2005 is $1.8 million related to the interests in GCP Managing
Partner I, L.P. and GCP Managing Partner II, L.P., general partners of GCP, held
directly by various managing directors of the Firm, which is also deducted as
minority interest.

Fourth Quarter
--------------

The Firm earned $30.8 million in Merchant Banking & Interest Income in the
fourth quarter of 2004 compared to $4.6 million in the fourth quarter of 2004,
representing an increase of 570%. These increases are primarily due to higher
asset management fees resulting from greater assets under management, higher
dividend income and distributions of earnings from portfolio companies, higher
realized and unrealized principal investment gains in the Greenhill Capital
Partners (GCP) portfolio, an increase in the recognized amounts of profit
overrides associated with gains in the GCP



portfolio and an increase in interest income. Included in Merchant Banking &
Interest Income for the fourth quarter of 2005 is $0.9 million related to the
interests in GCP Managing Partner I, L.P. and GCP Managing Partner II, L.P.,
general partners of GCP, held directly by various managing directors of the
Firm, which is also deducted as minority interest.

During the fourth quarter, one GCP portfolio company completed its initial
public offering, two portfolio companies were sold or recapitalized and GCP
received quarterly dividends from several of its portfolio companies. In October
2005, Hercules Offshore, Inc. (NASDAQ: HERO) completed its initial public
offering. GCP sold approximately 20% of its original position in the initial
public offering, returning to GCP an amount in excess of its invested capital.
In October 2005, the management of EXCO Holdings, Inc., completed an equity
buyout of the company's existing investors. GCP received an amount of cash in
excess of its invested capital plus stock in the recapitalized company. In
November 2005, Chesapeake Energy acquired Triana Energy for $2.3 billion in
cash, which generated a significant gain to GCP.

With respect to fourth quarter revenue, GCP benefited from a significant
increase in the value of its holdings in Hercules Offshore and increases in the
value of its holdings in Triana Energy, Republic Companies Group, Inc. (NASDAQ:
RUTX), U.S. Exploration Holdings and Peachtree Settlement Funding. In total, GCP
(and the Firm) earned revenue relating to 8 portfolio companies in the fourth
quarter, partially offset by losses relating to 2 portfolio companies.

In terms of new investment activity during the fourth quarter, GCP invested
$105.1 million (10% of which was Firm capital) in 8 portfolio companies,
compared to $34.7 million (12% of which was Firm capital) invested in 4
portfolio companies in the same period of 2004. In 2005, GCP invested $208.0
million (11% of which was Firm capital) in 12 portfolio companies, compared to
$64.7 million (10% of which was Firm capital) in 7 companies in 2004. In 2005,
the Firm made one other merchant banking investment of $0.3 million.

"The year 2005 was a landmark year for Greenhill Capital in terms of growth in
assets under management, the amount of capital we invested in new or existing
portfolio companies and the magnitude of the gains realized. In the fourth
quarter, we continued to benefit from a very favorable market for realizing
asset value, particularly in the energy sector," Robert H. Niehaus, Chairman of
Greenhill Capital Partners, commented.


                          HISTORICAL REVENUE BY SOURCE




                                                         For the Year Ended December 31,
                                            --------------------------------------------------------
                                              2005        2004        2003         2002        2001
                                            -------     -------     -------      -------     -------

Financial Advisory                          $ 142.1     $ 130.9     $ 121.3      $ 107.4     $  95.3
Merchant Banking Fund Management & Other       79.1        21.0         5.4          5.2         4.7
                                            -------     -------     -------      -------     -------
Total Revenue                               $ 221.2     $ 151.9     $ 126.7      $ 112.6     $ 100.0




            HISTORICAL FINANCIAL ADVISORY REVENUE BY CLIENT LOCATION



                                                         For the Year Ended December 31,
                                            --------------------------------------------------------
                                              2005        2004        2003         2002        2001
                                            -------     -------     -------      -------     -------

United States                                  44%         54%         48%          61%         41%
Europe                                         55%         43%         44%          31%         53%
Latin America & Other                           1%          3%          8%           8%          6%


                HISTORICAL FINANCIAL ADVISORY REVENUE BY INDUSTRY



                                                         For the Year Ended December 31,
                                            --------------------------------------------------------
                                              2005        2004        2003         2002        2001
                                            -------     -------     -------      -------     -------

Communications & Media                         21%         29%         24%          26%         21%
Consumer Goods & Retail                         8%         25%         26%          15%         34%
Financial Services                             12%         17%         15%          13%         11%
Technology                                      2%          1%          7%           7%         11%
Energy & Utilities                              6%         10%          9%           6%          1%
Lodging & Leisure                               1%          4%          1%           3%          5%
General Industrial & Other                     50%         14%         18%          30%         17%



"Our advisory business remains well diversified in terms of industry and client
location, and our success in merchant banking has added a further degree of
earnings diversity to the Firm," Messrs. Bok and Borrows commented.


                                    EXPENSES

OPERATING EXPENSES

Full Year
---------

Our Total Operating Expenses for the year ended December 31, 2005 were $131.2
million, which compares to pro forma Total Operating Expenses of $94.6 million
for 2004. The increase of $36.6 million or 39% is described in more detail
below. The pre-tax income margin for the year ended December 31, 2005 was 40%
compared to 38% for 2004 on a pro forma basis.

Fourth Quarter
--------------

Our Total Operating Expenses for the fourth quarter of 2005 were $47.5 million,
which compares to $31.6 million of Total Operating Expenses for the fourth
quarter of 2004. This represents an increase in Total Operating Expenses of
$15.9 million or 50%, and is described in more detail below. The pre-tax income
margin was 41% in the fourth quarter of 2005 compared to 38% for the fourth
quarter of 2004.

The following table sets forth information relating to our actual and pro forma
operating expenses, which are reported net of reimbursements:






                                                            THREE MONTHS                 YEAR ENDED
                                                          ENDED DECEMBER 31,            DECEMBER 31,
                                                       -----------------------     -----------------------
                                                         2005          2004          2005          2004
                                                       ---------     ---------     ---------     ---------
                                                                    (in millions, unaudited)

Actual Compensation & Benefit Expense...........       $   40.1      $   22.4      $  102.4      $   61.4
   % of Revenues................................             49%           44%           46%           40%
Pro Forma Compensation & Benefit Expense(a).....           40.1          22.4         102.4          67.7
   % of Revenues................................             49%           44%           46%           45%

Non-Compensation Expense:
   Other Operating Expenses.....................            6.8           8.2          26.3          23.4
   Depreciation & Amortization..................            0.6           1.0           2.5           3.5
                                                       ---------     ---------     ---------     ---------
Total Non-Compensation Expense..................            7.4           9.2          28.8          26.9
   % of Revenues................................              9%           18%           13%           18%
Total Actual Operating Expense..................           47.5          31.6         131.2          88.3
   % of Revenues................................             58%           62%           59%           58%
Total Pro Forma Operating Expense (a)...........           47.5          31.6         131.2          94.6
   % of Revenues................................             58%           62%           59%           62%
Minority Interest in Net Income of Affiliate....            0.9             -           1.8           6.5
Total Actual Income Before Tax..................           33.3          19.3          88.2          57.0
   Actual Pre-tax Income Margin.................             41%           38%           40%           38%
Total Pro Forma Income Before Tax (a)...........           33.3          19.3          88.2          57.3
   Pro Forma Pre-tax Income Margin (a)..........             41%           38%           40%           38%


(a)  We have operated as a public company since our initial public offering in
     May 2004, and the amounts for the three months and year ended December 31,
     2005 and three month ended December 31, 2004 reflect actual expenses; the
     amounts for the year ended December 31, 2004 reflect pro forma expenses.

Compensation and Benefits

Full Year
---------

Our Total Compensation and Benefits Expense for the year ended December 31, 2005
was $102.4 million, which reflects a 46% compensation ratio for the year. This
compares against $67.7 million of pro forma Total Compensation and Benefits
Expense for the year ended December 31, 2004. This represents an increase of
51%, and is principally related to the increase in revenues for the year and the
increase in the compensation ratio from 45% to 46%.

The principal component of our operating expenses is compensation and benefits
expense. Because we were a limited liability company prior to our IPO in May
2004, payments for services rendered by our managing directors generally were
accounted for as distributions of members' capital or minority interest expense
attributable to our European operations rather than as compensation expense. As
a result, our pre-IPO compensation and benefits expense did not reflect a large
portion of payments for services rendered by our managing directors and
understated the expected operating costs that we would have incurred as a public
company. As a corporation, we include all payments for services rendered by our
managing directors in compensation and benefits expense.




Our actual compensation and benefits expense for the year ended December 31,
2004 was $61.4 million.

Fourth Quarter
--------------

Our Total Compensation and Benefits Expense in the fourth quarter of 2005 was
$40.1 million and reflects a 49% ratio of compensation to revenues. This
compares to the fourth quarter of 2004 Total Compensation and Benefits Expense
of $22.4 million, and represents an increase of 79%, and is principally related
to the increase in revenues in the period and the increase in the compensation
ratio to 49% from 44%, which management determined resulted in an appropriate
compensation ratio for the full year.

Non-Compensation Expense

Full Year
---------

For the year ended December 31, 2005, our non-compensation expenses were $28.8
million, which compared to $26.9 million for the year ended December 31, 2004,
representing an increase of 7%. The increase is related principally to a
third-party fee related to the fundraising for Greenhill Capital Partners II
($1.0 million), greater travel ($0.5 million) and information services ($0.6
million) as a result of additional personnel and business development activity,
increase in occupancy costs ($0.9 million), the net write-off of uncollectible
accounts ($1.0 million) and increases in professional fees associated with
operating as a public company ($1.0 million), offset in part by lower
depreciation expense ($1.0 million) and the absence of a one-time
transaction-specific consultancy expense reflected in 2004 expenses ($2.6
million).

Non-compensation expense as a percentage of revenue in the year ended December
31, 2005 was 13%. This compares to 18% for the year ended December 31, 2004. The
decrease in these expenses as a percentage of revenue in 2005 as compared to
2004 reflects a small increase in actual non-compensation costs spread over
greater revenue.

Fourth Quarter
--------------

Our non-compensation expenses were $7.4 million in the fourth quarter of 2005,
which compares to $9.2 million in the fourth quarter of 2004, representing a
decrease of 20%. The decrease is related principally to the absence of a
one-time consulting expense reflected in 2004 expenses ($2.6 million), lower
depreciation costs reflecting fully depreciated assets ($0.4 million) offset
partially by an increase in occupancy costs ($0.3 million) for additional office
space in New York and Dallas and an increase in professional fees related to
operating as a public company ($0.4 million).

As a result, non-compensation expense as a percentage of revenue in the three
months ended December 31, 2005 was 9%. This compares to 18% for the three months
ended December 31, 2004. The decrease in these expenses as a percentage of
revenue for the period is principally related to the absence of a one-time
consulting fee reflected in 2004 expenses.




The Firm's non-compensation expense as a percentage of revenue can vary as a
result of a variety of factors including fluctuation in revenue amounts, the
amount of recruiting and business development activity, the amount of
reimbursement of engagement-related expenses by clients, currency movements and
other factors. Accordingly, the non-compensation expense as a percentage of
revenue in any particular period may not be indicative of the non-compensation
expense as a percentage of revenue in future periods.


                           PROVISION FOR INCOME TAXES

Full Year
---------

For the year ended December 31, 2005, our Provision for Taxes was $32.6 million,
or an effective tax rate of 37%. This compares to a pro forma Provision for
Taxes of $22.9 million, or an effective pro forma tax rate of 40%, for the year
ended December 31, 2004. The decrease in the effective tax rate reflects the
benefit of a higher proportion of investment income and U.K.-based advisory
income, which generally are taxed at lower rates than U.S.-based advisory
income.

As a limited liability company, Greenhill was not subject to U.S. federal or
state income taxes and its U.K. controlled affiliate Greenhill & Co.
International LLP, as a limited liability partnership, was generally not subject
to U.K. income taxes. As of completion of our IPO in May 2004, we are subject to
federal, foreign and state corporate income taxes.

Actual tax expense for the year ended December 31, 2004 was $18.7 million.

Fourth Quarter
--------------

The Provision for Taxes in the fourth quarter of 2005 was $12.6 million, which
reflects a 38% effective tax rate. This compares to $7.5 million for the fourth
quarter of 2004, which was based on an effective tax rate of 39%. The decrease
in the effective tax rate in the fourth quarter of 2005 as compared to the same
period in the prior year is due to the realization in 2005 of a higher
proportion of foreign source earnings and investment income, which generally
benefit from relatively lower tax rates than U.S.-based advisory income.

The effective tax rate can fluctuate as a result of variations in the relative
amounts of advisory and merchant banking income earned in the tax jurisdictions
in which the Firm operates and invests. Accordingly, the effective tax rate in
any particular quarter may not be indicative of the effective tax rate in future
periods.


                         LIQUIDITY AND CAPITAL RESOURCES

Our cash balance was $83.2 million as of December 31, 2005, and we have no debt.
Our shareholders' equity as of December 31, 2005 was $114.7 million.

We had total commitments (not reflected on our balance sheet) to future
investments in Greenhill Capital Partners and other merchant banking activities,
of $83.4 million as of



December 31, 2005. These commitments are expected to be drawn on from time to
time over a period of up to five years from the relevant commitment dates.

The Firm repurchased 335,916 shares of its common stock in open market purchases
at an average price of $50.93 during the fourth quarter of 2005. In addition, in
the fourth quarter, the Firm agreed to repurchase 195,222 shares at a price of
$46.80 per share from a former employee. That purchase was completed in early
2006. The Firm also agreed to purchase an additional 48,806 shares of common
stock from the same former employee at a discount from the market price at the
end of the first quarter of 2006. The Board of Directors of Greenhill & Co.,
Inc. has authorized the repurchase of up to $40 million of common stock in open
market transactions.

DIVIDEND

The Board of Directors of Greenhill & Co., Inc. has declared a dividend of $0.16
per share to be paid on March 15, 2006 to common stockholders of record on
February 22, 2006.


                                 ANNUAL MEETING

--------------------------------------------------------------------------------

Greenhill will hold its annual meeting of stockholders on Wednesday, April 19,
2006. Holders of record as of March 3, 2006 will be entitled to notice of and to
vote at the annual meeting.

Greenhill & Co., Inc. is an independent investment banking firm that (i)
provides financial advice on significant mergers, acquisitions, restructurings
and similar corporate finance matters and (ii) manages merchant banking funds
and commits capital to those funds. Greenhill acts for clients located
throughout the world from offices in New York, London, Frankfurt and Dallas.

Cautionary Note Regarding Forward-Looking Statements
----------------------------------------------------

The preceding discussion should be read in conjunction with our condensed
consolidated financial statements and the related notes that appear below. We
have made statements in this discussion that are forward-looking statements. In
some cases, you can identify these statements by forward-looking words such as
"may", "might", "will", "should", "expect", "plan", "anticipate", "believe",
"estimate", "predict", "potential" or "continue", the negative of these terms
and other comparable terminology. These forward-looking statements, which are
subject to risks, uncertainties and assumptions about us, may include
projections of our future financial performance, based on our growth strategies
and anticipated trends in our business. These statements are only predictions
based on our current expectations and projections about future events. There are
important factors that could cause our actual results, level of activity,
performance or achievements to differ materially from the results, level of
activity, performance or achievements expressed or implied by the



forward-looking statements. These factors include, but are not limited to, those
discussed in our Registration Statement on Form S-1 (Commission file number
333-124082) under the caption "Risk Factors".






                     GREENHILL & CO., INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)



                                                     For the Three Months Ended            For the Year Ended
                                                            December 31,                      December 31,
                                                  --------------------------------  --------------------------------
                                                       2005             2004             2005             2004
                                                  ---------------   --------------  ---------------  ---------------

REVENUES
Financial advisory fees                            $   50,956,914   $   46,292,049   $  142,043,898   $  130,906,471
Merchant banking revenue                               30,039,456        4,307,398       76,213,838       20,188,544
Interest income                                           734,277          336,634        2,894,730          758,281
                                                  ---------------   --------------  ---------------  ---------------
   Total Revenues                                      81,730,647       50,936,081      221,152,466      151,853,296

EXPENSES
Employee compensation and benefits                     40,080,671       22,412,808      102,441,141       61,446,527
Occupancy and equipment rental                          1,707,746        1,394,330        6,473,436        5,615,802
Depreciation and amortization                             598,234          966,927        2,495,336        3,467,745
Information services                                      835,816          798,474        3,538,765        2,920,466
Professional fees                                         994,408        3,069,970        4,165,585        4,527,719
Travel related expenses                                 1,000,783        1,033,192        4,620,324        4,085,453
Other operating expenses                                2,277,543        1,921,243        7,417,554        6,281,394
                                                  ---------------   --------------  ---------------  ---------------
   Total Expenses                                      47,495,201       31,596,944      131,152,141       88,345,106

    Income before Tax and Minority Interest            34,235,446       19,339,137       90,000,325       63,508,190

Minority interest in net income of affiliate              906,504                -        1,831,888        6,487,050
                                                  ---------------   --------------  ---------------  ---------------

   Income before Tax                                   33,328,942       19,339,317       88,168,437       57,021,140

Provision for taxes                                    12,618,935        7,542,263       32,636,153       18,705,313
                                                  ---------------   --------------  ---------------  ---------------

   Net Income                                      $   20,710,007   $   11,796,874   $   55,532,284   $   38,315,827
                                                  ===============   ==============  ===============  ===============

Average common shares outstanding:
    Basic                                              29,979,240       30,898,271       30,631,573       28,780,383
    Diluted                                            30,130,805       30,956,653       30,671,552       28,788,798
Earnings per share
    Basic                                          $         0.69   $         0.38   $         1.81   $         1.33
    Diluted                                        $         0.69   $         0.38   $         1.81   $         1.33

Pro forma average shares outstanding
    (see notes a and e):
    Basic                                              29,979,240       30,898,271       30,631,573       28,780,383
    Diluted                                            30,130,805       30,956,653       30,671,552       28,788,798

Pro forma earnings per share (see note a):
    Basic                                          $         0.69   $         0.38   $         1.81   $         1.19
    Diluted                                        $         0.69   $         0.38   $         1.81   $         1.19



       See Notes to Pro Forma Condensed Consolidated Statements of Income.




                     GREENHILL & CO., INC. AND SUBSIDIARIES
        PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


                                                            For the Year
                                                          Ended December 31,
                                                      -------------------------
                                                         2005          2004
                                                      -----------   -----------
                                               (a)      (ACTUAL)    (PRO FORMA)
                                                            (IN THOUSANDS)

Total Revenues                                        $   221,152   $   151,853
Compensation and benefits                      (b)        102,441        67,680
Other expenses                                             28,711        26,898
                                                      -----------   -----------
Total expenses                                            131,152        94,578
                                                      -----------   -----------
Income before tax and minority interest                    90,000        57,275
Minority interest in net income of affiliate   (c)          1,832             -
                                                      -----------   -----------
Income before tax                                          88,168        57,275
Tax expense                                    (d)         32,636        22,948
                                                      -----------   -----------
Net income                                            $    55,532   $    34,327
                                                      ===========   ===========

Actual and pro forma average common shares
   outstanding:                                (e)
   Basic                                                   30,632        28,780
   Diluted                                                 30,672        28,789
Actual and pro forma earnings per share:
   Basic                                              $      1.81   $      1.19
   Diluted                                            $      1.81   $      1.19



       See Notes to Pro Forma Condensed Consolidated Statements of Income.




       NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(a)  Prior to the initial public offering we were a limited liability company
     and our historical earnings did not fully reflect the compensation expense
     we pay our managing directors or taxes that we pay as a public corporation.
     Additionally, a portion of our earnings attributable to our European
     operations was recorded as minority interest. We believe that the pro forma
     results, which increase compensation expense and tax expense to amounts we
     expect we would have paid as a corporation and eliminate the minority
     interest of our European operations, more accurately depict our results as
     a public company. During the three months and year ended December 31, 2005
     and the three months ended December 31, 2004, we operated as a public
     company for the entire period, and the amounts presented above reflect
     actual results of operations for that period. The amounts for the year
     ended December 31, 2004 include the pro forma results of operations as if
     the Firm operated as a public company during the period January 1, 2004 to
     the date of our public offering on May 11, 2004 combined with the actual
     results of operations for the period after the public offering.

(b)  Because the Firm had been a limited liability company prior to the initial
     public offering, payments for services rendered by managing directors
     generally had been accounted for as distributions of members' capital
     rather than as compensation expense. As a corporation, the Firm includes
     all payments for services rendered by managing directors in compensation
     and benefits expense.

     Compensation and benefits expense, reflecting the Firm's conversion to
     corporate form, consists of cash compensation and non-cash compensation
     related to the restricted stock units awarded to employees at the time of
     the Firm's initial public offering consummated on May 11, 2004, as well as
     any additional restricted stock units awarded in the future. It is the
     Firm's policy that total compensation and benefits, including that payable
     to the managing directors, will not exceed 50% of total revenues each year
     (although the Firm retains the ability to change this policy in the
     future). An adjustment to increase compensation expense for the year ended
     December 31, 2004 of $6.2 million has been made to record total
     compensation and benefits expense at 45% of total revenues, which is
     consistent with the compensation expense ratio we used as a public company
     in 2004.

(c)  For the year ended December 31, 2004, historical income before tax has been
     increased by $6.5 million to reflect the elimination on a pro forma basis
     of minority interests held by the European managing directors in Greenhill
     & Co. International.

(d)  As a limited liability company, the Firm was generally not subject to
     income taxes except in foreign and local jurisdictions. For the year ended
     December 31, 2004, the provision for taxes was increased by $4.2 million on
     a pro forma basis to adjust the Firm's effective tax rate to 42%,
     reflecting assumed federal, foreign, state and local income taxes as if we
     were a corporation on January 1, 2004.

(e)  For the year ended December 31, 2004 the actual and pro forma numbers of
     common shares outstanding give effect to (i) 25,000,000 shares issued in
     connection with the reorganization of the Firm in conjunction with the
     initial public





     offering as if it occurred on January 1, 2004 and (ii) the weighted average
     of the 5,750,000 shares and the common stock equivalents issued in
     conjunction with and subsequent to the initial public offering.