AMENDED AND RESTATED BY-LAWS
 
                                          OF
 
                           THE KOLL REAL ESTATE GROUP, INC.
 
 
                                      ARTICLE I
 
                                       OFFICES
 
    Section 1.  DELAWARE OFFICE.  The office of The Koll Real Estate Group,
Inc. (the "Corporation") within the State of Delaware shall be in the City of
Wilmington, County of New Castle.
 
    Section 2.  OTHER OFFICES.  The Corporation may also have an office or
offices and keep the books and records of the Corporation, except as otherwise
may be required by law, in such other place or places, either within or without
the State of Delaware, as the Board of Directors of the Corporation (the
"Board") may from time to time determine or the business of the Corporation may
require.
 
                                      ARTICLE II
 
                               MEETINGS OF STOCKHOLDERS
 
    Section 1.  PLACE OF MEETINGS.  All meetings of holders of shares of
capital stock of the Corporation shall be held at the office of the Corporation
in the State of Delaware or at such other place, within or without the State of
Delaware, as may from time to time be fixed by the Board or specified or fixed
in the respective notices or waivers of notice thereof.
 
    Section 2.  ANNUAL MEETINGS.  An annual meeting of stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting (an "Annual Meeting") shall be
held at 9:00 a.m. on the first Wednesday of May of each year or on such other
date and at such other time as may be fixed by the Board.  If the Annual Meeting
shall not be held on the day designated, the Board shall call a special meeting
of stockholders as soon as practicable for the election of directors.
 
    Section 3.  SPECIAL MEETINGS.  Special meetings of stockholders, unless
otherwise provided by law, may be called at any time by the Board pursuant to a
resolution adopted by a majority of the then authorized number of directors (as
determined in accordance with Section 2 of Article III of these By-laws), by the
Chief Executive Officer or by holders of capital stock of the Corporation
representing at least ten percent (10%) of the outstanding shares of capital
stock of the Corporation entitled to vote in the election of directors.  Any
such call must specify the matter or matters to be acted upon at such meeting
and only such matter or matters shall be acted upon thereat.
 
 
                                          1.
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    Section 4.  NOTICE OF MEETINGS.  Except as otherwise may be required by
law, notice of each meeting of stockholders, whether an Annual Meeting or a
special meeting, shall be in writing, shall state the purpose or purposes of the
meeting, the place, date and hour of the meeting and, unless it is an Annual
Meeting, shall indicate that the notice is being issued by or at the direction
of the person or persons calling the meeting, and a copy thereof shall be
delivered or sent by mail, not less than 10 or more than 60 days before the date
of said meeting, to each stockholder entitled to vote at such meeting.  If
mailed, such notice shall be directed to such stockholder at its address as it
appears on the stock records of the Corporation, unless such stockholder shall
have filed with the Secretary a written request that notices to such stockholder
be mailed to some other address, in which case it shall be directed to such
stockholder at such other address.  Notice of an adjourned meeting need not be
given if the time and place to which the meeting is to be adjourned was
announced at the meeting at which the adjournment was taken, unless (i) the
adjournment is for more than 30 days or (ii) the Board shall fix a new record
date for such adjourned meeting after the adjournment.
 
    Section 5.  QUORUM.  At each meeting of stockholders of the Corporation,
the holders of shares having a majority of the voting power of the capital stock
of the Corporation issued and outstanding and entitled to vote thereat shall be
present or represented by proxy to constitute a quorum for the transaction of
business, except as otherwise provided by law.
 
    Section 6.  ADJOURNMENTS.  In the absence of a quorum at any meeting of
stockholders or any adjournment or adjournments thereof, holders of shares
having a majority of the voting power of the capital stock present or
represented by proxy at the meeting may adjourn the meeting from time to time
until a quorum shall be present or represented by proxy.  At any such adjourned
meeting at which a quorum shall be present or represented by proxy, any business
may be transacted which might have been transacted at the meeting as originally
called if a quorum had been present or represented by proxy thereat.
 
    Section 7.  ORDER OF BUSINESS. (a) At any Annual Meeting, only such
business shall be conducted as shall have been brought before the Annual Meeting
(i) by or at the direction of the Board or (ii) by any stockholder who complies
with the procedures set forth in this Section 7.
 
    (b) For business properly to be brought before an Annual Meeting by a
stockholder, the stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation.  To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation not less than 30 days nor more than 60 days prior to
the Annual Meeting; PROVIDED, HOWEVER, that in the event that less than 40 days'
notice or prior public disclosure of the date of the Annual Meeting is given or
made to stockholders, notice by the stockholder to be timely must be received
not later than the close of business on the tenth day following the day on which
such notice of the date of the Annual Meeting was mailed or such public
disclosure was made.  To be in proper written form, a stockholder's notice to
the Secretary shall set forth in writing as to each matter the stockholder
proposes to bring before the Annual Meeting: (i) a brief description of the
business desired to be brought before the Annual Meeting and the reasons for
conducting such business at the Annual Meeting;(ii) the name and address,
 
 
                                          2.
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as they appear on the Corporation's books, of the stockholder proposing such
business;(iii) the class and number of shares of the Corporation which are
beneficially owned by the stockholder; and (iv) any material interest of the
stockholder in such business.  Notwithstanding anything in these By-laws to the
contrary, no business shall be conducted at an Annual Meeting except in
accordance with the procedures set forth in this Section 7.  The chairman of an
Annual Meeting shall, if the facts warrant, determine and declare to the Annual
Meeting that business was not properly brought before the Annual Meeting in
accordance with the provisions of this Section 7 and, if the chairman should so
determine, the chairman shall so declare to the Annual Meeting and any such
business not properly brought before the Annual Meeting shall not be transacted.
 
    Section 8.  VOTING.  Except as otherwise provided in the Amended and
Restated Certificate of Incorporation, as amended from time to time (the
"Certificate of Incorporation") or in a resolution of the Board adopted pursuant
to the Certificate of Incorporation establishing a series of Preferred Stock of
the Corporation ("Preferred Stock") or a class of Common Stock of the
Corporation having special, limited or no voting rights, at each meeting of
stockholders, every stockholder of the Corporation shall be entitled to one vote
for every share of capital stock standing in its name on the stock records of
the Corporation (i) at the time fixed pursuant to Section 6 of Article VII of
these By-laws as the record date for the determination of stockholders entitled
to vote at such meeting, or (ii) if no such record date shall have been fixed,
then at the close of business on the day next preceding the day on which notice
thereof shall be given.  At each meeting of stockholders, all matters (except as
otherwise provided in Section 3 of Article III of these By-laws and except in
cases where a larger vote is required by law or by the Certificate of
Incorporation or these By-laws) shall be decided by a majority of the votes cast
at such meeting by the holders of shares of capital stock present or represented
by proxy and entitled to vote thereon, a quorum being present.
 
    Section 9.  INSPECTORS.  For each election of directors by the stockholders
and in any other case in which it shall be advisable, in the opinion of the
Board, that the voting upon any matter shall be conducted by inspectors of
election, the Board shall appoint two inspectors of election.  If, for any such
election of directors or the voting upon any such other matter, any inspector
appointed by the Board shall be unwilling or unable to serve, or if the Board
shall fail to appoint inspectors, the chairman of the meeting shall appoint the
necessary inspector or inspectors.  The inspectors so appointed, before entering
upon the discharge of their duties, shall be sworn faithfully to execute the
duties of inspectors with strict impartiality, and according to the best of
their ability, and the oath so taken shall be subscribed by them.  Such
inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each of the shares represented
at the meeting, the existence of a quorum, and the validity and effect of
proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the chairman of the meeting or any stockholder entitled to vote
thereat, the inspectors shall make a report in writing of any challenge,
question or matter determined by them and shall execute a certificate of any
fact found by them.  No director or candidate for the office of director shall
act as an inspector of election of directors.  Inspectors need not be
stockholders.
 
 
                                          3.
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                                     ARTICLE III
 
                                      DIRECTORS
 
    Section 1.  POWERS.  The business of the Corporation shall be managed under
the direction of the Board.  The Board may exercise all such authority and
powers of the Corporation and do all such lawful acts and things as are not by
law or otherwise directed or required to be exercised or done by the
stockholders.
 
    Section 2.  NUMBER, ELECTION AND TERMS.  The authorized number of directors
may be determined from time to time by a vote of a majority of the then
authorized number of directors or by the affirmative vote of the holders of at
least a majority of the voting power of the then outstanding shares of capital
stock of the corporation entitled to vote generally in the election of
directors, voting together as a single class; PROVIDED, HOWEVER, that such
number initially shall be ten (10).  Except as otherwise provided in the
Certificate of Incorporation, newly created directorships resulting from any
increase in the number of directors and any vacancies on the Board resulting
from death, resignation, disqualification, removal or other cause shall be
filled by the affirmative vote of a majority of the remaining directors then in
office, even if less than a quorum of the Board, or by a sole remaining
director.  Any director elected in accordance with the preceding sentence shall
hold office until the next Annual Meeting and until such director's successor
shall have been duly elected and qualified.  No decrease in the number of
directors constituting the Board shall shorten the term of any incumbent
director.
 
    Section 3.  NOMINATIONS OF DIRECTORS; ELECTION.  Nominations for the
election of directors may be made by the Board or a committee appointed by the
Board, or by any stockholder entitled to vote generally in the election of
directors who complies with the procedures set forth in this Section 3.
Directors shall be at least 21 years of age.  Directors need not be
stockholders.  At each meeting of stockholders for the election of directors at
which a quorum is present, the persons receiving a plurality of the votes cast
shall be elected directors.  All nominations by stockholders shall be made
pursuant to timely notice in proper written form to the Secretary of the
Corporation.  To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than 30 days nor more than 60 days prior to the meeting; PROVIDED, HOWEVER,
that in the event that less than 40 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made.  To be in proper
written form, such stockholder's notice shall set forth in writing (i)as to each
person whom the stockholder proposes to nominate for election or reelection as a
director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, including, without limitation, such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected; and (ii) as to the stockholder giving the notice, (x) the
name and address, as they appear on the Corporation's books, of such stockholder
and (y) the class and number of shares of the Corporation which are beneficially
owned by such stockholder.  At the request of the Board, any person nominated by
the Board for election as a director shall furnish to the Secretary of the
Corporation the
 
 
                                          4.
<PAGE>
 
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee.  In the event that a stockholder seeks to
nominate one or more directors, the Secretary shall appoint two inspectors, who
shall not be affiliated with the Corporation, to determine whether a stockholder
has complied with this Section 3.  If the inspectors shall determine that a
stockholder has not complied with this Section 3, the inspectors shall direct
the chairman of the meeting to declare to the meeting that a nomination was not
made in accordance with the procedures prescribed by the By-laws of the
Corporation, and the chairman shall so declare to the meeting and the defective
nomination shall be disregarded.
 
    Section 4.  PLACE OF MEETINGS.  Meetings of the Board shall be held at the
Corporation's office in the State of Delaware or at such other place, within or
without such State, as the Board may from time to time determine or as shall be
specified or fixed in the notice or waiver of notice of any such meeting.
 
    Section 5.  REGULAR MEETINGS.  Regular meetings of the Board shall be held
in accordance with a yearly meeting schedule as determined by the Board; or such
meetings may be held on such other days and at such other times as the Board may
from time to time determine.  Notice of regular meetings of the Board need not
be given except as otherwise required by these By-laws.
 
    Section 6.  SPECIAL MEETINGS.  Special meetings of the Board may be called
by the Chief Executive Officer and shall be called by the Secretary at the
request of any two of the other directors.
 
    Section 7.  NOTICE OF MEETINGS.  Notice of each special meeting of the
Board (and of each regular meeting for which notice shall be required), stating
the time, place and purposes thereof, shall be mailed to each director,
addressed to such director at such director's residence or usual place of
business, or shall be sent to such director by telex, cable or telegram so
addressed, or shall be given personally or by telephone, on 24 hours' notice.
 
    Section 8.  QUORUM AND MANNER OF ACTING.  The presence of at least a
majority of the authorized number of directors shall be necessary and sufficient
to constitute a quorum for the transaction of business at any meeting of the
Board.  If a quorum shall not be present at any meeting of the Board, a majority
of the directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present.  Except where a different vote is required or permitted by law or these
By-laws or otherwise, the act of a majority of the directors present at any
meeting at which a quorum shall be present shall be the act of the Board.  Any
action required or permitted to be taken by the Board may be taken without a
meeting if all the directors consent in writing to the adoption of a resolution
authorizing the action.  The resolution and the written consents thereto by the
directors shall be filed with the minutes of the proceedings of the Board.  Any
one or more directors may participate in any meeting of the Board by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time.  Participation
by such means shall be deemed to constitute presence in person at a meeting of
the Board.
 
 
                                          5.
<PAGE>
 
    Section 9.  RESIGNATION.  Any director may resign at any time by giving
written notice to the Corporation; PROVIDED, HOWEVER, that written notice to the
Board, the Chairman of the Board, the Chief Executive Officer or the Secretary
shall be deemed to constitute notice to the Corporation.  Such resignation shall
take effect upon receipt of such notice or at any later time specified therein
and, unless otherwise specified therein, acceptance of such resignation shall
not be necessary to make it effective.
 
    Section 10.  REMOVAL OF DIRECTORS.  Any director may be removed from
office, with or without cause, by the affirmative vote of a majority of the
voting power of all shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class.
 
    Section 11.  COMPENSATION OF DIRECTORS.  The Board may provide for the
payment to any of the directors, other than officers or employees of the
Corporation, of a specified amount for services as director or member of a
committee of the Board, or of a specified amount for attendance at each regular
or special Board meeting or committee meeting, or of both, and all directors
shall be reimbursed for expenses of attendance at any such meeting; PROVIDED,
HOWEVER, that nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
 
                                      ARTICLE IV
 
                               COMMITTEES OF THE BOARD
 
    Section 1.  APPOINTMENT AND POWERS OF EXECUTIVE COMMITTEE.  The Board may,
by resolution adopted by the affirmative vote of a majority of the authorized
number of directors, designate an Executive Committee of the Board which shall
consist of such number of members as the Board shall determine.  Except as
provided by Delaware law, during the interval between the meetings of the Board,
the Executive Committee shall possess and may exercise all of the powers of the
Board in the management and direction of all the business and affairs of the
Corporation (except the matters hereinafter assigned to any other Committee of
the Board), in such manner as the Executive Committee shall deem in the best
interests of the Corporation in all cases in which specific directions shall not
have been given by the Board.  A majority of the members of the Executive
Committee shall constitute a quorum for the transaction of business by the
committee and the act of a majority of the members of the committee present at a
meeting at which a quorum shall be present shall be the act of the committee.
Either the Chairman of the Board, the Chief Executive Officer or the Chairman of
the Executive Committee may call the meetings of the Executive Committee.
 
    Section 2.  APPOINTMENT AND POWERS OF AUDIT COMMITTEE.  The Board may, by
resolution adopted by the affirmative vote of a majority of the authorized
number of directors, designate an Audit Committee of the Board, which shall
consist of such number of members as the Board shall determine.  The Audit
Committee shall (i) make recommendations to the Board as to the independent
accountants to be appointed by the Board; (ii) review with the independent
accountants the scope of their examination; (iii) receive the reports of the
independent accountants and meet with representatives of such accountants for
the purpose of reviewing and considering questions relating to their
 
 
                                          6.
<PAGE>
 
examination and such reports; (iv) review, either directly or through the
independent accountants, the internal accounting and auditing procedures of the
Corporation; and (v) perform such other functions as may be assigned to it from
time to time by the Board.  The Audit Committee may determine its manner of
acting and fix the time and place of its meetings, unless the Board shall
otherwise provide.  A majority of the members of the Audit Committee shall
constitute a quorum for the transaction of business by the committee and the act
of a majority of the members of the committee present at a meeting at which a
quorum shall be present shall be the act of the committee.
 
    Section 3.  COMPENSATION COMMITTEE; OTHER COMMITTEES.  The Board may, by
resolution adopted by the affirmative vote of a majority of the authorized
number of directors, designate members of the Board to constitute a Compensation
Committee and such other committees of the Board as the Board may determine.
Such committees shall in each case consist of such number of directors as the
Board may determine, and shall have and may exercise, to the extent permitted by
law, such powers as the Board may delegate to them, in the respective
resolutions appointing them.  Each such committee may determine its manner of
acting and fix the time and place of its meetings, unless the Board shall
otherwise provide.  A majority of the members of any such committee shall
constitute a quorum for the transaction of business by the committee and the act
of a majority of the members of such committee present at a meeting at which a
quorum shall be present shall be the act of the committee.
 
    Section 4.  ACTION BY CONSENT; PARTICIPATION BY TELEPHONE OR SIMILAR
EQUIPMENT.  Unless the Board shall otherwise provide, any action required or
permitted to be taken by any committee may be taken without a meeting if all
members of the committee consent in writing to the adoption of a resolution
authorizing the action.  The resolution and the written consents thereto by the
members of the committee shall be filed with the minutes of the proceedings of
the committee.  Unless the Board shall otherwise provide, any one or more
members of any such committee may participate in any meeting of the committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation by such means shall constitute presence in person at a meeting of
the committee.
 
    Section 5.  CHANGES IN COMMITTEES; RESIGNATIONS; REMOVALS.  The Board shall
have power, by the affirmative vote of a majority of the authorized number of
directors, at any time to change the members of, to fill vacancies in, and to
discharge any committee of the Board.  Any member of any such committee may
resign at any time by giving notice to the Corporation; PROVIDED, HOWEVER, that
notice to the Board, the Chairman of the Board, the Chief Executive Officer, the
chairman of such committee or the Secretary shall be deemed to constitute notice
to the Corporation.  Such resignation shall take effect upon receipt of such
notice or at any later time specified therein; and, unless otherwise specified
therein, acceptance of such resignation shall not be necessary to make it
effective.  Any member of any such committee may be removed at any time, either
with or without cause, by the affirmative vote of a majority of the authorized
number of directors at any meeting of the Board called for that purpose.
 
 
                                          7.
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                                      ARTICLE V
 
                                       OFFICERS
 
    Section 1.  NUMBER AND QUALIFICATION.  The Corporation shall have such
officers as may be necessary or desirable for the business of the Corporation.
The elected officers of the Corporation shall be a Chairman of the Board, a
Chief Executive Officer, a Treasurer and Secretary, and such other persons
having such other titles and such other duties as the Board may prescribe.  The
same person may hold more than one office.  The Chairman of the Board and the
Chief Executive Officer shall be elected from among the directors.  The Chief
Executive Officer may appoint one or more deputies, associates or assistant
officers, or such other agents as may be necessary or desirable for the business
of the Corporation.  In case one or more deputies, associates or assistant
officers shall be appointed, the officer such appointee assists may delegate to
him the authority to perform such of the officer's duties as the officer may
determine.
 
    Section 2.  RESIGNATIONS.  Any officer may resign at any time by giving
written notice to the Corporation; PROVIDED, HOWEVER, that notice to the Board,
the Chairman of the Board, the Chief Executive Officer or the Secretary shall be
deemed to constitute notice to the Corporation.  Such resignation shall take
effect upon receipt of such notice or at any later time specified therein; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
 
    Section 3.  REMOVAL.  Any officer or agent may be removed, either with or
without cause, at any time, by the Board at any meeting called for that purpose;
PROVIDED, HOWEVER, that the Chief Executive Officer may remove any agent
appointed by him.
 
    Section 4.  VACANCIES.  Any vacancy among the officers, whether caused by
death, resignation, removal or any other cause, shall be filled in the manner
prescribed for election or appointment to such office.
 
    Section 5.  CHAIRMAN OF THE BOARD.  The Chairman of the Board shall, if
present, preside at all meetings of the Board and, in the absence of the Chief
Executive Officer, at all meetings of the stockholders.  The Chairman of the
Board shall perform the duties incident to the office of the Chairman of the
Board and all such other duties as are specified in these By-laws or as shall be
assigned to the Chairman of the Board from time to time by the Board.
 
    Section 6.  CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer shall, if
present, preside at all meetings of the stockholders.  The Chief Executive
Officer shall have, under the control of the Board, general supervision and
direction of the business and affairs of the Corporation.  The Chief Executive
Officer shall at all times see that all resolutions or determinations of the
Board are carried into effect.  The Chief Executive Officer may from time to
time appoint, remove or change members of and discharge one or more advisory
committees, each of which shall consist of such number of persons (who may, but
need not, be directors or officers of the Corporation), and have such advisory
duties, as the Chief Executive Officer shall determine.  The Chief Executive
Officer shall perform the duties incident to the office of the Chief Executive
Officer and all such other duties as are
 
                                          8.
<PAGE>
 
specified in these By-laws or as shall be assigned to the Chief Executive
Officer from time to time by the Board.
 
    Section 7.  TREASURER.  The Treasurer shall have charge and custody of, and
be responsible for, all funds and securities of the Corporation, shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
Corporation, shall deposit all moneys and other valuables to the credit of the
Corporation in such depositories as may be designated pursuant to these By-laws,
shall receive, and give receipts for, moneys due and payable to the Corporation
from any source whatsoever, shall disburse the funds of the Corporation and
shall render to all regular meetings of the Board, or whenever the Board may
require, an account of all the Treasurer's transactions as Treasurer.  The
Treasurer shall, in general, perform all the duties incident to the office of
Treasurer and all such other duties as may be assigned to the Treasurer from
time to time by the Chief Executive Officer or such other officer to whom the
Treasurer reports.
 
    Section 8.  SECRETARY.  The Secretary shall, if present, act as secretary
of, and keep the minutes of, all meetings of the Board, the Executive Committee
and other committees of the Board and the stockholders in one or more books
provided for that purpose, shall see that all notices are duly given in
accordance with these By-laws and as required by law, shall be custodian of the
seal of the Corporation and shall affix and attest the seal to all documents to
be executed on behalf of the Corporation under its seal.  The Secretary shall,
in general, perform all the duties incident to the office of Secretary and all
such other duties as may be assigned to the Secretary from time to time by the
Chief Executive Officer or such other officer to whom the Secretary reports.
 
    Section 9.  BONDS OF OFFICERS.  If required by the Board, any officer of
the Corporation shall give a bond for the faithful discharge of such Officer's
duties in such amount and with such surety or sureties as the Board may require.
 
    Section 10.  COMPENSATION.  The salaries of the officers shall be fixed
from time to time by the Compensation Committee of the Board; PROVIDED, HOWEVER,
that the Chief Executive Officer may fix or delegate to others the authority to
fix the salaries of any agents appointed by the Chief Executive Officer.
 
    Section 11.  OFFICERS OF OPERATING COMPANIES OR DIVISIONS.  The Chief
Executive Officer shall have the power to appoint, remove, and prescribe the
terms of office, responsibilities, duties and salaries of, the officers of the
operating companies or divisions, other than those who are officers of the
Corporation.
 
                                      ARTICLE VI
 
                       CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.
 
    Section 1.  CONTRACTS.  The Board may authorize any officer or officers,
agent or agents, in the name and on behalf of the Corporation, to enter into any
contract or to execute and deliver any instrument, which authorization may be
general, or confined to specific instances; and, unless so authorized by the
Board, no officer, agent or employee shall have any power or authority to bind
the Corporation by an contract or engagement or to pledge its credit or to
render it liable pecuniarily for any purpose or for any amount.
 
 
                                          9.
<PAGE>
 
    Section 2.  CHECKS, ETC.  All checks, drafts, bills of exchange or other
orders for the payment of money out of the funds of the Corporation, and all
notes or other evidences of indebtedness of the Corporation, shall be signed in
the name and on behalf of the Corporation in such manner as shall from time to
time be authorized by the Board, which authorization may be general or confined
to specific instances.
 
    Section 3.  LOANS.  No loan shall be contracted on behalf of the
Corporation, and no negotiable paper shall be issued in its name, unless
authorized by the Board, which authorization may be general or confined to
specific instances.  All bonds, debentures, notes and other obligations
evidences of indebtedness of the Corporation issued for such loans shall be
made, executed and delivered as the Board shall authorize.
 
    Section 4.  DEPOSITS.  All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositors as may be selected by or in the
manner designated by the Board.  The Board or its designees may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of the Certificate of Incorporation or these
By-laws, as they may deem advisable.
 
                                     ARTICLE VII
 
                                    CAPITAL STOCK
 
    Section 1.  STOCK CERTIFICATES.  Each stockholder shall be entitled to
have, in such form as shall be approved by the Board, a certificate or
certificates signed by the Chairman of the Board or the Chief Executive Officer,
and by either the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary (except that, when any such certificate is countersigned by
a transfer agent or registered by a registrar other than the Corporation or an
employee of the Corporation, the signatures of any such officers may be
facsimiles, engraved or printed), which may be sealed with the seal of the
Corporation (which seal may be a facsimile, engraved or printed), certifying the
number of shares of capital stock of the Corporation owned by such stockholder.
In the event any officer who has signed or whose facsimile signature has been
placed upon any such certificate shall have ceased to be such officer before
such certificate is issued, such certificate may be issued by the Corporation
with the same effect as if he were such officer at the date of its issue.
 
    Section 2.  LIST OF STOCKHOLDERS ENTITLED TO VOTE.  The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make or cause to be prepared or made, at least 10 days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares of capital stock registered in the name of
each stockholder.  Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least 10 days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held.  The list shall also be produced and kept at the time and
place of the meeting for the duration thereof, and may be inspected by any
stockholder of the Corporation who is present.
 
 
                                         10.
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    Section 3.  STOCK LEDGER.  The stock ledger of the Corporation shall be the
only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 2 of this Article VII or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.
 
    Section 4.  TRANSFERS OF CAPITAL STOCK.  Transfers of shares of capital
stock of the Corporation shall be made only on the stock ledger of the
Corporation by the holder of record thereof, by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or by the transfer agent of the Corporation, and only on
surrender of the certificate or certificates representing such shares, properly
endorsed or accompanied by a duly executed stock transfer power.  The Board may
make such additional rules and regulations as it may deem advisable concerning
the issue and transfer of certificates representing shares of the capital stock
of the Corporation.
 
    Section 5.  LOST CERTIFICATES.  The Board may direct a new certificate to
be issued in place of any certificate theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed.  When authorizing such issue of a new certificate, the Board may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.
 
    Section 6.  FIXING OF RECORD DATE.  In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividends or other distributions or allotments of any rights, or entitled to
exercise any rights in respect to any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than 60 days nor less than 10 days before
the date of such meeting, nor more than 60 days prior to any other action.  A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; PROVIDED,
HOWEVER, that the Board may fix a new record date for the adjourned meeting.
 
    Section 7.  BENEFICIAL OWNERS.  The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, and to hold liable for
calls and assessments a person registered on its books as the owner of shares,
and shall not be bound to recognize any equitable or other claim to or interest
in such shares on the part of any other person, whether or not the Corporation
shall have express or other notice thereof, except as otherwise provided by law.
 
                                     ARTICLE VIII
 
                                     FISCAL YEAR
 
    The Corporation's fiscal year shall coincide with the calendar year.
 
 
                                         11.
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                                      ARTICLE IX
 
                                         SEAL
 
    The Corporation's seal shall be circular in form and shall include the
words "THE KOLL REAL ESTATE GROUP, INC., Delaware, 1988, Seal."
 
                                      ARTICLE X
 
                                   WAIVER OF NOTICE
 
    Whenever any notice is required by law, the Certificate of Incorporation or
these By-laws to be given to any director, member of a committee or stockholder,
a waiver thereof in writing, signed by the person or persons entitled to such
notice, whether signed before or after the time stated in such written waiver,
shall be deemed equivalent to such notice.  Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when such person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the grounds that the meeting is
not lawfully called or convened.  Neither the business to be transacted at, nor
the purpose of, any meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.
 
                                      ARTICLE XI
 
                                      AMENDMENTS
 
    These By-laws or any of them may be amended or supplemented in any respect
at any time, either (i) at any meeting of stockholders, provided that any
amendment or supplement proposed to be acted upon at any such meeting shall have
been described or referred to in the notice of such meeting; or (ii) at any
meeting of the Board, provided that any amendment or supplement proposed to be
acted upon at any such meeting shall have been described or referred to in the
notice of such meeting or an announcement with respect thereto shall have been
made at the last previous Board meeting, and provided further that no amendment
or supplement adopted by the Board shall vary or conflict with any amendment or
supplement adopted by the stockholders.
 
 
                                         12.