SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement		o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

COSTAR GROUP, INC. 

---

Payment of Filing Fee (Check the appropriate box):

      þ No fee required.

      o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

      (1) Title of each class of securities to which transaction applies:

---

      (2) Aggregate number of securities to which transaction applies:

---

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

---

      (4) Proposed maximum aggregate value of transaction:

---

      (5) Total fee paid:

---

	o	Fee paid previously with preliminary materials.
	o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

      (1) Amount previously paid:

---

      (2) Form, schedule or registration statement no.:

---

      (3) Filing party:

---

      (4) Date filed:

---

---

 

May 1, 2004

Dear Stockholder:

      You are cordially invited to attend the 2004 Annual Meeting of Stockholders of CoStar Group, Inc., to be held at 11:00 a.m. on Wednesday, June 9, 2004 at the Hyatt Regency Bethesda, 1 Bethesda Metro Center, Bethesda, Maryland 20814.

      At the Annual Meeting, you will be asked to elect seven directors and to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for 2004. The accompanying Notice of 2004 Annual Meeting of Stockholders and Proxy Statement describe these matters.

      The Board of Directors recommends that stockholders vote in favor of each of these proposals.

      Whether or not you plan to attend the meeting in person, please return your executed proxy card in the enclosed postage prepaid and addressed envelope and your shares will be voted in accordance with the instructions you have given in your proxy card.

	Sincerely,
	ANDREW C. FLORANCE
	Chief Executive Officer and President

---

 

COSTAR GROUP, INC.

May 1, 2004

NOTICE OF 2004 ANNUAL MEETING OF STOCKHOLDERS

       The 2004 Annual Meeting of Stockholders (the “Annual Meeting”) of CoStar Group, Inc. (“we” or the “Company”) will be held at the Hyatt Regency Bethesda, 1 Bethesda Metro Center, Bethesda, Maryland 20814, at 11:00 a.m. on Wednesday, June 9, 2004, for the following purposes:

	1.	To elect seven directors to hold office until the next Annual Meeting of Stockholders, or until their respective successors are elected and qualified;
	2.	To ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for 2004; and
	3.	To transact any other business properly presented before the Annual Meeting.

      The Board of Directors has fixed Friday, April 16, 2004 as the record date for determining stockholders entitled to receive notice of and to vote at the Annual Meeting (or any adjournment or postponement of it). Only stockholders of record at the close of business on that date are entitled to notice of and to vote at the Annual Meeting.

      WE INVITE YOU TO ATTEND THE ANNUAL MEETING IN PERSON, BUT WHETHER OR NOT YOU EXPECT TO ATTEND, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PREPAID ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE.

	By Order of the Board of Directors
	CARLA J. GARRETT
	Secretary

---

 

COSTAR GROUP, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

      The Board of Directors of CoStar Group, Inc. (“we” or the “Company”) solicits your proxy for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 11:00 a.m. on Wednesday, June 9, 2004, at the Hyatt Regency Bethesda, 1 Bethesda Metro Center, Bethesda, Maryland 20814, and at any adjournment or postponement of the Annual Meeting.

      Our headquarters are located at 2 Bethesda Metro Center, Tenth Floor, Bethesda, Maryland 20814. We are mailing this Proxy Statement and the accompanying proxy card to our stockholders eligible to vote at the Annual Meeting on or about May 1, 2004.

OUTSTANDING SECURITIES, VOTING RIGHTS AND QUORUM

      At the close of business on the record date, Friday April 16, 2004, there were 18,119,349 shares of common stock outstanding and entitled to vote at the Annual Meeting. Each outstanding share of common stock is entitled to one vote on each proposal.

      The presence at the Annual Meeting, in person or by proxy, of a majority of the outstanding shares as of the record date constitutes a quorum (the minimum number of shares required to take action) for the meeting. Both abstentions and broker non-votes will be counted as shares present for purposes of obtaining a quorum, but will be disregarded in calculating the total number of votes on each of the proposals.

      The required vote and the calculation method for each of the matters scheduled for consideration at the Annual Meeting are as follows:

      Item 1 — Election of Directors. Each outstanding share of common stock is entitled to cast one vote for up to seven nominees. The seven nominees who receive the most votes will be elected as directors.

      Item 2 — Ratification of the Appointment of Independent Auditors. For stockholders to approve this proposal, the number of votes cast in favor must exceed the number of votes cast against.

PROXY VOTING AND REVOCATION

      You may vote by signing your proxy card, or if your shares are held in street name, by signing the voting instruction card included by your broker or nominee, and mailing it in the enclosed, postage prepaid and addressed envelope. If you properly complete and execute your proxy card and return it before the Annual Meeting:

	•	Your shares will be voted in accordance with your instructions.
	•	For any items for which you do not provide instructions, your shares will be voted “FOR” the item, as recommended by the Board of Directors.

      You may revoke your proxy at any time before it is voted by:

	•	delivering to the Corporate Secretary written notice that you are revoking your proxy;
	•	submitting a properly-executed proxy bearing a later date; or
	•	attending the Annual Meeting and voting in person. (If you are not the owner of record, but rather hold your shares through a broker or bank, you should take appropriate steps to obtain a legal proxy from the owner of record if you wish to attend and vote at the Annual Meeting.)

      Simply attending the Annual Meeting will not revoke your proxy. If you instructed a broker to vote your shares, you must follow your broker’s directions for changing those instructions.

---

 

ATTENDING THE MEETING

      Only stockholders as of the record date, their proxy holders, and our invited guests may attend the meeting. If you intend to attend the Annual Meeting, please mark your proxy card accordingly. Beneficial owners whose ownership is registered under another party’s name and who plan to attend the meeting in person should obtain an admission ticket in advance by sending written requests, along with proof of beneficial ownership, such as a bank or brokerage firm account statement, to: Mark A. Klionsky, Senior Vice President of Marketing and Corporate Communications, CoStar Group, Inc., 2 Bethesda Metro Center, Tenth Floor, Bethesda, Maryland 20814. Beneficial owners who do not present valid admission tickets at the registration counter at the Annual Meeting will be admitted in CoStar’s sole discretion and may be required to verify share ownership, which may be established by providing a bank or brokerage firm account statement and photo identification, at the registration counter at the meeting. Stockholders as of the record date or their proxy holders who plan to attend the Annual Meeting may also be asked to present photo identification at the registration counter at the Annual Meeting to gain admittance to the meeting.

ITEM 1

ELECTION OF DIRECTORS

      The Board has fixed the number of directors constituting the Board at seven. The Board has nominated each of the current directors for re-election. In addition, the Board has nominated Catherine B. Reynolds to serve on the Board of Directors. The persons named as proxy holders on the proxy card will vote your shares FOR each of the seven nominees unless you instruct otherwise on your proxy card.

      All of our directors will serve until the next Annual Meeting of Stockholders or until their successors are elected and qualified. If any of the nominees should become unable to serve prior to the Annual Meeting, proxies that do not withhold authority to vote for directors may be voted for any other nominee or nominees selected by the Board unless the Board votes to reduce the size of the Board to match the actual number of nominees. In no event may proxies be voted for a greater number of persons than the number of nominees named. Information about each of the nominees appears below.

Nominees for the Board of Directors

      The following table lists our current directors and nominees to the Board:

				Years as a
Name		Employment		Director				Committee Membership
Michael R. Klein		Chairman, CoStar Group, Inc.; Partner, Wilmer, Cutler & Pickering			17			Compensation; Nominating & Corporate Governance
Andrew C. Florance*		CEO & President, CoStar Group, Inc.			17			None
David Bonderman		Principal, Texas Pacific Group			9			Audit; Compensation
Warren H. Haber		Chairman of the Board & CEO, Founders Equity, Inc.			9			Audit; Compensation
Josiah O. Low, III		Venture Partner, Catterton Partners IV L.P			5			Audit; Nominating & Corporate Governance
Christopher J. Nassetta		CEO & President, Host Marriott Corporation			2			Compensation; Nominating & Corporate Governance
Catherine B. Reynolds		Chairman, CEO & President, EduCap, Inc.; Chairman & CEO, The Catherine B. Reynolds Foundation			—			—

---

*	Executive Officer

2

---

 

      Information about each of our nominees for the Board of Directors appears below.

      Michael R. Klein has been the Chairman of our Board of Directors since he and Mr. Florance founded the Company in 1987. He has been a partner of the law firm Wilmer, Cutler & Pickering since 1974. Mr. Klein serves as Vice Chairman of the Board of Directors of Perini Corporation and as a director of SRA International, Inc. Mr. Klein is 62 years old.

      Andrew C. Florance is one of our founders and has served as our President and as a director since 1987 and as our Chief Executive Officer since 1995. Prior to founding the Company, Mr. Florance held primary responsibility for developing the first generation of software products for Federal Filings, an SEC Form 13-D tracking service, which was later acquired by Dow Jones. Mr. Florance was a co-founder of a commercial real estate information trade association (REI-NEX) and served on its board of directors from 1993 to 1996. He received a B.A. in economics from Princeton University. Mr. Florance is 40 years old.

      David Bonderman is the founding partner of Texas Pacific Group, a private equity firm, and an indirect general partner of TPG Partners I, L.P., TPG Partners II, L.P., TPG Partners III, L.P, and TPG Partners IV, L.P. Mr. Bonderman currently serves on the boards of directors of Ducati Motor Holding S.p.A., ProQuest Company, Ryanair Holdings, plc, Seagate Technology, and Gemplus International S.A. Mr. Bonderman is 61 years old.

      Warren H. Haber has been, for more than thirty years, Chairman of the Board and Chief Executive Officer of Founders Equity, Inc. and its affiliates, private investment concerns. Mr. Haber is also Managing General Partner of FEF Management Services, LLC, which manages Founders Equity SBIC I, L.P. Mr. Haber currently serves on the boards of directors of Warnex Ltd. and Fiber Optic One Ltd. Mr. Haber is 63 years old.

      Josiah O. Low, III has been a Venture Partner of Catterton Partners IV L.P. since August 2001. Prior to that, Mr. Low worked for 16 years at the investment banking firm of Credit Suisse First Boston (formerly Donaldson, Lufkin & Jenrette), where he most recently served as Managing Director/ Senior Advisor. Prior to joining Credit Suisse First Boston in 1985, Mr. Low worked at Merrill Lynch, Pierce, Fenner & Smith and was a founding Managing Director of the Merrill Lynch Capital Market Group in 1977. Mr. Low is 64 years old.

      Christopher J. Nassetta has been the President and Chief Executive Officer of Host Marriott Corporation since May 2000. Mr. Nassetta joined Host Marriott in 1995 as Executive Vice President and was elected the Chief Operating Officer in 1997. Prior to joining Host Marriott, Mr. Nassetta served as President of Bailey Realty Corporation from 1991 until 1995, and he had previously served as Chief Development Officer and in various other positions with The Oliver Carr Company from 1984 through 1991. Mr. Nassetta serves on the boards of directors of Host Marriott, the Real Estate Round Table and National Association of Real Estate Investment Trusts (NAREIT). He also serves on the board of trustees and the compensation committee of Prime Group Realty Trust and as a member of the McIntire School of Commerce Advisory Board for the University of Virginia. Mr. Nassetta is 41 years old.

      Catherine B. Reynolds has been the Chairman, Chief Executive Officer and President of EduCap, Inc., a not-for-profit corporation that provides education financing, since 1989. In addition, she has been the Chairman and Chief Executive Officer of The Catherine B. Reynolds Foundation since 2000. Prior to that, from 1993 to 2000, she was the Chairman and the founder of Servus Financial Corporation. Ms. Reynolds, who is 46 years old, has not previously served on our Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THESE NOMINEES.

ITEM 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

      The Audit Committee has recommended, and the Board has approved, the appointment of Ernst & Young LLP as independent auditors for the Company for 2004. The Board would like stockholders to ratify

3

---

 

      Ernst & Young LLP has served as the independent auditors for the Company, its subsidiaries, and its predecessors since 1994. A representative from Ernst & Young LLP will attend the Annual Meeting, may make a statement and will be available to respond to appropriate questions.

      During the years ended December 31, 2002 and 2003, Ernst & Young LLP billed CoStar the fees set forth below, including expenses, in connection with services rendered by that firm to CoStar:

			Year Ended December 31, 2002(1)				Year Ended December 31, 2003
Audit Fees			$	135,178			$	368,000
Audit Related Fees				235,245				0
Tax Fees				65,069				108,090
All Other Fees				10,984				2,500
	Total		$	446,476			$	478,590

---

(1)	Certain amounts for 2002 have been reclassified to conform to the 2003 presentation.

      Ernst & Young LLP did not provide any financial information systems design and implementation services to the Company for the fiscal years ended December 31, 2002 and 2003.

      Audit Fees include fees for services performed for the audit of CoStar’s annual financial statements and review of financial statements included in CoStar’s periodic filings with the Securities and Exchange Commission (the “SEC”) and statutory audits required internationally. This category also includes fees for consents and assistance with and review of documents filed with the SEC. The reported audit fees for 2003 include approximately $128,000 for professional services performed by Ernst & Young LLP in connection with the Company’s follow-on public offering of 1,667,500 shares of its common stock, which closed in November 2003.

      Audit-Related Fees include fees associated with assurance and related services that are reasonably related to the performance of the audit or review of CoStar’s financial statements. This category includes fees related to assistance in financial due diligence related to mergers and acquisitions. The reported audit-related fees for 2002 include approximately $218,000 and $15,000 for professional services performed by Ernst & Young LLP (UK) and Ernst & Young LLP (US), respectively, in connection with the Company’s acquisition of Property Intelligence Limited, a London-based provider of commercial real estate information.

      Tax Fees primarily include fees associated with tax compliance, tax advice and tax planning. This category also includes fees associated with the tax planning on mergers and acquisitions and restructurings.

      All Other Fees include fees for products and services provided by the independent auditor other than the services reported in the categories listed above. The reported all other fees paid to Ernst & Young LLP in 2002 and 2003, respectively, include fees paid for the preparation of a study on director compensation, and fees paid for a subscription to Ernst & Young’s online auditing and accounting news service.

Audit Committee Pre-Approval Policy

      The Audit Committee’s policy is that all audit and non-audit services provided by CoStar’s independent auditor, Ernst & Young LLP, shall either be approved before the independent auditor is engaged for the particular services or shall be rendered pursuant to pre-approval procedures established by the Audit Committee. These services may include audit services and permissible audit-related services, tax services and other services. Pre-approval spending limits for audit services are established on an annual basis, detailed as to a particular service or category of services to be performed and implemented by CoStar’s financial officers. Pre-approval spending limits for permissible non-audit services are established on a periodic basis, detailed as to a particular service or category of services to be performed and implemented by CoStar’s financial officers. Any audit or non-audit service fees that may be incurred by CoStar during a period that fall outside the limits

4

---

 

      All fees paid to the independent auditors in 2003 were pre-approved by the Audit Committee, and therefore no services were approved after the services were rendered pursuant to the “de minimus” exception established by the SEC for the provision of non-audit services.

      THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFYING THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.

      We do not know of any other matter that will be presented for consideration at the Annual Meeting. If any other matter does properly come before the Annual Meeting, the proxy holders will, unless otherwise specified in the proxy, vote on it as they think best.

STOCKHOLDER PROPOSALS AND NOMINATIONS

      A stockholder who intends to introduce a proposal for consideration at our 2005 Annual Meeting of Stockholders may seek to have that proposal and a statement in support of the proposal included in our proxy statement if the proposal relates to a subject that is permitted under Rule 14a-8 under the Securities Exchange Act of 1934. Additionally, in order to be eligible for inclusion in our proxy statement, the stockholder must submit the proposal and supporting statement to our Corporate Secretary in writing not later than January 1, 2005 and must satisfy the other requirements of Rule 14a-8. Stockholders interested in submitting such a proposal are advised to contact knowledgeable counsel with regard to the detailed requirements of applicable securities laws. The submission of a stockholder proposal does not guarantee that it will be included in our proxy statement.

      A stockholder may otherwise propose business for consideration or nominate persons for election to the Board, in compliance with federal proxy rules, applicable state law and other legal requirements and without seeking to have the proposal included in our proxy statement pursuant to Rule 14a-8. Our bylaws provide that any such proposals or nominations must be submitted to us no less than 60 nor more than 90 days before the first anniversary date of the preceding year’s annual meeting. Accordingly, stockholders who wish to nominate persons for election as directors or bring other proposals outside of Rule 14a-8 at the 2005 Annual Meeting must give notice of their intention to do so in writing to our Corporate Secretary on or before April 10, 2005, but no sooner than March 11, 2005, to be considered “timely” within the meaning of Rule 14a-4(c). The stockholder’s submission must include certain specified information concerning the proposal or nominee, as the case may be, and information as to the stockholder’s ownership of common stock. Proposals or nominations not meeting these requirements will not be entertained at the 2005 Annual Meeting.

Board of Directors Meetings and Committees

      In accordance with applicable Delaware law and the Company’s Bylaws, the business and affairs of the Company are managed under the direction of its Board of Directors. The Board, which is elected by the Company’s stockholders, is the ultimate decision-making body of the Company except with respect to those matters reserved to the stockholders. The Board selects, advises and monitors the performance of the Company’s senior management team, which is charged with the conduct of the Company’s business. The

5

---

 

      During 2003, the Board of Directors held four meetings and acted on two occasions by unanimous consent. The Board has Audit, Compensation and Nominating & Corporate Governance committees. During 2003, all directors attended 100% of the meetings of the Board of Directors. In addition, all directors attended at least 75% of the meetings of the committees of which they were members, except that David Bonderman participated in 50% of the meetings of the committees of which he was a member.

     Board Committees

      The following table sets forth the current composition of each of our Board committees.

Audit Committee		Compensation Committee		Nominating & Corporate Governance Committee
Warren H. Haber (Chairman)		Warren H. Haber (Chairman)		Josiah O. Low, III (Chairman)
David Bonderman		David Bonderman		Christopher J. Nassetta
Josiah O. Low, III		Christopher J. Nassetta		Michael R. Klein
		Michael R. Klein

      Audit Committee. The Audit Committee is composed of Warren H. Haber (Chairman), David Bonderman and Josiah O. Low, III. CoStar’s Board has determined that each of the members of our Audit Committee are independent as defined under Rule 4200(a)(15) of the National Association of Securities Dealers’ (“NASD”) Listing Standards for NASDAQ-listed companies and the regulations promulgated by the SEC. In addition, the Board has determined that Messrs. Haber, Bonderman and Low are each “audit committee financial experts,” as defined by regulations promulgated by the SEC. During 2003, the Audit Committee met six times. The Audit Committee’s responsibility is to assist the Board of Directors in fulfilling its oversight responsibilities as to accounting policies, internal controls, audit activities and reporting practices of the Company. The Audit Committee operates under a written charter adopted by the Board of Directors and reviewed annually by the Audit Committee.

      Compensation Committee. The members of the Compensation Committee are Warren H. Haber (Chairman), David Bonderman, Christopher J. Nassetta and Michael R. Klein. Mr. Klein became a member of the Compensation Committee in September 2003. CoStar’s Board has determined that each of the members of our Compensation Committee are independent as defined under Rule 4200(a)(15) of the NASD’s Listing Standards for NASDAQ-listed companies. The purpose of the Compensation Committee is to discharge the responsibilities of the Board relating to compensation of the Company’s executive officers and directors, as well as to produce the Compensation Committee report on executive compensation for inclusion in the Company’s proxy statement. In addition, the Board of Directors has designated the Compensation Committee as the Administrator of the Company’s 1998 Stock Incentive Plan. The Committee met four times in 2003 and acted on one occasion by unanimous written consent. The Compensation Committee operates under a written charter adopted by the Board of Directors and reviewed annually by the Compensation Committee.

      Nominating & Corporate Governance Committee. The members of the Nominating & Corporate Governance Committee are Josiah O. Low, III (Chairman), Christopher J. Nassetta and Michael R. Klein. Mr. Klein became a member of the Nominating & Corporate Governance Committee in September 2003. CoStar’s Board has determined that each of the members of our Nominating & Corporate Governance Committee are independent as defined under Rule 4200(a)(15) of the NASD’s Listing Standards for NASDAQ-listed companies. The Nominating & Corporate Governance Committee operates under a written charter adopted by the Board of Directors and reviewed annually by the Nominating & Corporate Governance Committee. In 2003, the Nominating Committee expanded its role to include corporate governance functions. The purpose of the Nominating & Corporate Governance Committee is to identify individuals qualified to become Board members, recommend to the Board director candidates to be nominated at the annual meeting of stockholders and perform a leadership role in shaping the Company’s corporate governance. The Committee met one time in 2003 and acted on one occasion by unanimous written consent.

6

---

 

      All of the charters for the Company’s Board committees are available on the Company’s website, www.costar.com. You will find the charters by clicking on “Corporate Info”, then “Investors”, then “Corporate Governance”.

Corporate Governance Matters

 Identifying and Evaluating Nominees

      The Nominating & Corporate Governance Committee identifies nominees for director on its own as well as by considering recommendations from other members of the Board of Directors, officers and employees of CoStar, and other sources that the committee deems appropriate. The Nominating & Corporate Governance Committee will also consider Board nominees suggested by stockholders subject to such recommendations being made in accordance with CoStar’s Bylaws and applicable laws. Specifically, any stockholder recommendation for a nominee for director to be voted upon at the 2005 Annual Meeting of Stockholders should be submitted in writing to our Corporate Secretary no less than 60 nor more than 90 days before the first anniversary date of the preceding year’s annual meeting. Accordingly, stockholders who wish to nominate persons for election as directors at the 2005 Annual Meeting must give notice of their intention to do so in writing to our Corporate Secretary on or before April 10, 2005, but no sooner than March 11, 2005. The stockholder’s submission must include as to each person whom the stockholder proposes to nominate for election, 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 Exchange Act, and as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, (i) the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner, and (ii) the class and number of shares of stock of the Company which are beneficially owned and of record by such stockholder and such beneficial owner. These requirements are separate from and in addition to the requirements that stockholders must meet to include proposals in the proxy materials for the 2005 Annual Meeting, discussed earlier in this Proxy Statement.

      When evaluating nominees for director, the Nominating & Corporate Governance Committee considers, among other things, an individual’s business experience and skills, independence, judgment, integrity and ability to commit sufficient time and attention to the activities of the Board, as well as the absence of any potential conflicts with the Company’s interests. When considering a director standing for re-election as a nominee, in addition to the attributes described above, the Nominating & Corporate Governance Committee also considers that individual’s past contribution and future commitment to CoStar. The Nominating & Corporate Governance Committee evaluates the totality of the merits of each prospective nominee that it considers and does not restrict itself by establishing minimum qualifications or attributes. There is no difference in the manner by which the Nominating & Corporate Governance Committee evaluates prospective nominees for director based on the source from which the individual was first identified.

      The Board has recommended appointing a new member to its Board and has nominated Catherine B. Reynolds to become a member of the Company’s Board. A non-management director recommended that the Nominating & Corporate Governance Committee consider Ms. Reynolds as a nominee.

 Stockholder Communications with the Board of Directors

      Stockholders may communicate with our Board of Directors by sending written correspondence to CoStar Group, Inc., Attention: Corporate Secretary, 2 Bethesda Metro Center, Bethesda MD 20814. Such communications will be opened by the Corporate Secretary. A copy of the contents will be made and retained by the Corporate Secretary and the contents will be promptly forwarded to the Chairman of the Nominating & Corporate Governance Committee. The Corporate Secretary together with the Chairman of the Nominating & Corporate Governance Committee and his duly authorized agents are responsible for collecting and organizing stockholder communications. Absent a conflict of interest, the Chairman of the Nominating & Corporate Governance Committee is responsible for evaluating the materiality of each stockholder communication and determining which stockholder communications are to be presented to the full Board of Directors or other appropriate body.

7

---

 

 Current Independent Directors and Executive Sessions

      CoStar’s Board of Directors has determined that Messrs. Klein, Bonderman, Haber, Low and Nassetta are each independent as defined under Rule 4200(a)(15) of the NASD’s Listing Standards for NASDAQ-listed companies. The independent directors of the Board of Directors meet in regularly-scheduled executive sessions.

 Policy Regarding Attendance at Annual Meetings

      CoStar encourages, but does not require, directors to attend the annual meetings of stockholders. In 2003, Messrs. Klein and Florance attended the annual meeting of stockholders.

 Codes of Conduct

      CoStar has adopted a Code of Conduct for its directors. CoStar has also adopted a Code of Conduct for its officers and employees, including its principal executive officer and principal financial officer. Copies of each of these codes may be found on the Company’s website, www.costar.com. You will find the codes by clicking on “Corporate Info,” then “Investors” and then “Corporate Governance.”

Report of the Audit Committee

      The Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process. The Company’s independent auditors are responsible for expressing an opinion on the conformity of the Company’s audited consolidated financial statements to generally accepted accounting principles.

      In this context, the Audit Committee has reviewed and discussed with management and the independent auditors the audited consolidated financial statements for 2003. The Audit Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees). In addition, the Audit Committee has received from the independent auditors the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and discussed with them their independence from the Company and its management. The Audit Committee has also considered whether the independent auditors’ provision of non-audit services to the Company is compatible with the auditors’ independence.

      In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, for filing with the Securities and Exchange Commission.

	By the Audit Committee
	of the Board of Directors
	April 19, 2004
	Warren H. Haber, Chairman
	David Bonderman
	Josiah O. Low, III

Compensation Committee Interlocks and Insider Participation

      Messrs. Haber, Bonderman, Nassetta, and Klein, the current members of the Compensation Committee, are each non-employee directors. Mr. Klein serves as the Chairman of the Board of the Company. During fiscal year 2003, none of the members of the Compensation Committee were officers or employees of the Company or any of its subsidiaries. During fiscal year 2003, none of the Company’s executive officers served as

8

---

 

Director Compensation

      Board Fees. Each director, other than the Chairman of the Board and any employee director, receives $15,000 annually as compensation for serving on the Company’s Board of Directors.

      Attendance Fees. Each director, other than the Chairman of the Board and any employee director, receives $2,000 for each meeting of the Board of Directors attended in person or by telephone.

      Chairman. The Chairman of the Board of Directors receives $120,000 annually as compensation for additional services that he is required to perform in his role as chairman of the Company.

      Option and Stock Grants. Pursuant to the Company’s 1998 Stock Incentive Plan, annually on the date of the first Board meeting following the annual meeting of stockholders, (a) each non-employee Board member automatically receives an option to purchase 5,000 shares of the common stock of the Company and (b) each Chairperson of each Board committee of the Company automatically receives an option to purchase 1,000 shares of the common stock of the Company. These options have an exercise price equal to the fair market value of the Company’s common stock on the date of grant and vest over four years, as long as the director is still serving on our Board of Directors on such vesting date.

      During 2003, each non-employee director received a grant of options to purchase 5,000 shares of common stock of the Company at an exercise price of $30.06 per share, the fair market value of the Company’s stock on the date of grant. One-fourth of these options will vest on each anniversary of the date of grant, as long as such director is still serving on our Board of Directors on such vesting date.

      During 2003, Warren Haber, as the Chairman of each of the Audit and Compensation committees, received a grant of options to purchase 2,000 shares of common stock of the Company at an exercise price of $30.06 per share, the fair market value of the Company’s stock on the date of grant. One-fourth of these options will vest on each anniversary of the date of grant, as long as Mr. Haber is still serving on our Board of Directors on such vesting date.

      During 2003, Josiah O. Low, III, as the Chairman of the Nominating & Corporate Governance Committee, received a grant of options to purchase 1,000 shares of common stock of the Company at an exercise price of $30.06 per share, the fair market value of the Company’s stock on the date of grant. One-fourth of these options will vest on each anniversary of the date of grant, as long as Mr. Low is still serving on our Board of Directors on such vesting date.

      Expenses. Each director is entitled to reimbursement of his expenses for serving as a member of our Board, including expenses in connection with attending each meeting of the Board of Directors and each meeting of any committee.

9

---

 

Executive Officers and Key Employees

      The following table lists our executive officers and key employees:

Name		Age				Years of Service				Position
Andrew C. Florance*			40				17			Chief Executive Officer, President and Director
Frank A. Carchedi*			46				7			Chief Financial Officer and Treasurer
David M. Schaffel*			43				15			Chief Information Officer
Craig S. Farrington*			46				21	**		Vice President, Research
Michael D. Arabe*			57				15	**		Sr. Vice President of Sales and Customer Service
Jonathan Bray			47				8	**		Managing Director, Property Intelligence Limited
Carla J. Garrett			36				5			General Counsel and Secretary
Mark A. Klionsky			44				4			Sr. Vice President of Marketing & Corporate Communications
Dean L. Violagis			37				15			Vice President, Research

	*	Executive Officer.

**	Includes years of service with acquired companies.

      Information about Mr. Florance appears above under “Item 1 — Election of Directors.” Information about each of the other individuals appears below.

      Frank A. Carchedi, our Chief Financial Officer and Treasurer, joined us in May 1997 from ITC Learning Corporation, a publicly held publisher and distributor of multi-media training products, where he had been Vice President, Treasurer and Chief Financial Officer since 1995. Prior to that, Mr. Carchedi was with Ernst & Young, LLP for ten years, most recently as a consultant in their New York Merger and Acquisitions Group and its Entrepreneurial Services Group in Washington, D.C. He received a B.S. in accounting from Wake Forest University.

      David M. Schaffel, our Chief Information Officer, has been with us since 1989. Mr. Schaffel is responsible for the design, development, and maintenance of our software services, products and any new services, as well as internal corporate software systems and IT infrastructure. From 1987 until joining us, Mr. Schaffel was president of Biscayne Technical Services, Inc., where he developed a logistics tracking application for the United States Air Force. Mr. Schaffel received a M.S. in operations research/statistics from the University of Miami and a B.S. in business from the University of Florida.

      Craig S. Farrington, Vice President of Research, joined the Company as a result of the merger of COMPS.COM and CoStar Group, Inc. in February 2000. Mr. Farrington is responsible for all of our West Coast research operations and has product management responsibility for CoStar COMPS®. Mr. Farrington joined COMPS.COM in 1983 where he served in various senior management roles throughout the company, including Vice President of Marketing and Product Development. Mr. Farrington received a B.A. in Business and Economics from Westmont College.

      Michael D. Arabe, our Senior Vice President of Sales and Customer Service, joined us upon the acquisition of COMPS.COM, Inc. in February 2000. Mr. Arabe became Senior Vice President of Sales & Customer Service in January 2003. From November 2000 until January 2003, Mr. Arabe was our Senior Vice President of Customer Service and Support. From February 2000 until November 2000, he was responsible for sales of CoStar COMPS®. Mr. Arabe joined COMPS.COM in 1989 and held a variety of positions in senior management, most recently as Senior Vice President of Sales. Mr. Arabe received a B.S. in economics from Louisiana State University.

      Jonathan Bray, the Managing Director of our U.K. subsidiary, Property Intelligence Limited, is in charge of our CoStar FOCUS product and our U.K. operations. Mr. Bray joined us upon the acquisition of Property

10

---

 

      Carla J. Garrett, our General Counsel and Secretary, joined us in June 1999. Prior to joining CoStar, Ms. Garrett was at Sullivan & Cromwell, a New York based law firm, where she had been a corporate and securities attorney since 1996. Prior to joining Sullivan & Cromwell, she was an associate with Wilson Sonsini Goodrich & Rosati, a Palo Alto based law firm, where she practiced corporate law and advised technology companies. Ms. Garrett received a B.A. in mathematics from Vanderbilt University and her J.D. from Stanford University.

      Mark A. Klionsky, our Senior Vice President of Marketing and Corporate Communications, joined us in May 2000. Mr. Klionsky is responsible for CoStar’s marketing strategy and oversees CoStar’s corporate communications. Prior to joining CoStar, from 1981 until 2000, Mr. Klionsky was with Miller Freeman, Inc., the U.S. subsidiary of United News & Media plc, where he held a variety of corporate positions, most recently Senior Vice President. Additionally, in 1987 Mr. Klionsky helped launch Commercial Property News, which was published by Miller Freeman, and from 1994 until 2000 served as Group Publisher of Commercial Property News. He received a B.A. in communications from Rowan University.

      Dean L. Violagis, our Vice President of Research, joined us in 1989. Mr. Violagis is responsible for all of our East Coast research operations. Prior to becoming Vice President of Research, Mr. Violagis had been a research manager since 1989. Mr. Violagis received a B.A. in real estate finance from American University.

11

---

 

Stock Ownership Information

      The following table provides certain information regarding the beneficial ownership of our common stock as of April 1, 2004 by:

	•	our Chief Executive Officer and President, and each of our four most highly compensated executive officers who were serving as executive officers on December 31, 2003, and one additional individual whose employment terminated during 2003 (whom we refer to collectively in this proxy statement as the “named executive officers”);
	•	each of our directors and nominees to be directors;
	•	each person we know to be the beneficial owner of more than 5% of the outstanding common stock; and
	•	all of our current executive officers and directors as a group.

		Shares				Percentage of
Name and Address(1)		Beneficially Owned(1)				Outstanding Shares(1)
Michael R. Klein(2)			1,068,399				5.90	%
Andrew C. Florance(3)			469,429				2.56
Frank A. Carchedi(4)			71,668				*
David M. Schaffel(5)			70,327				*
Craig S. Farrington(6)			42,460				*
Michael D. Arabe(7)			47,037				*
David Bonderman(8)			266,242				1.47
Warren H. Haber(9)			90,060				*
Josiah O. Low, III(10)			12,250				*
Christopher J. Nassetta(11)			1,250				*
Catherine B. Reynolds			0				0
Lawrence J. Dressel(12)			0				0
Chilton Investment Company, Inc.(13)			1,091,055				6.02
Capital Guardian Trust Company(14)			982,880				5.43
All ten directors and executive officers as a group(15)			2,139,122				11.52

---

	(1)	Unless otherwise noted, each listed person’s address is c/o CoStar Group, Inc., 2 Bethesda Metro Center, Tenth Floor, Bethesda, Maryland 20814. Beneficial ownership, as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, includes sole or shared power to vote or direct the voting of, or to dispose or direct the disposition of shares, as well as the right to acquire beneficial ownership within 60 days of April 1, 2004, through the exercise of an option or otherwise. Except as indicated in the footnotes to the table, we believe that the persons named in the table have sole voting and investment power with respect to the indicated shares of common stock. The use of * indicates ownership of less than 1%. As of April 1, 2004, the Company had 18,113,911 shares of common stock outstanding.
	(2)	Includes 14,496 shares held by another as trustee for Mr. Klein’s children, for which Mr. Klein may be deemed to share voting and dispositive power. Mr. Klein disclaims beneficial ownership of these shares. Also includes 3,000 shares issuable upon options exercisable within 60 days of April 1, 2004.
	(3)	Includes 250,417 shares issuable upon options exercisable within 60 days of April 1, 2004.
	(4)	Includes 61,250 shares issuable upon options exercisable within 60 days of April 1, 2004.
	(5)	Includes 45,000 shares issuable upon options exercisable within 60 days of April 1, 2004.
	(6)	Includes 37,500 shares issuable upon options exercisable within 60 days of April 1, 2004.
	(7)	Includes 11,912 shares held jointly with Mr. Arabe’s wife, and 1,500 shares held by Mr. Arabe’s wife and two sons. Also includes 33,125 shares issuable upon options exercisable within 60 days of April 1, 2004.

12

---

 

	(8)	Includes 5,250 shares issuable upon options exercisable within 60 days of April 1, 2004.
	(9)	Includes 6,000 shares held by Mr. Haber’s spouse and excludes 20,000 shares held by Mr. Haber’s adult son for which Mr. Haber disclaims beneficial ownership. Also includes 6,750 shares issuable upon options exercisable within 60 days of April 1, 2004.

(10)	Includes 1,000 shares held by Mr. Low’s spouse for which Mr. Low disclaims beneficial ownership. Also includes 5,250 shares issuable upon options exercisable within 60 days of April 1, 2004.
(11)	Represents 1,250 shares issuable upon options exercisable within 60 days of April 1, 2004.
(12)	Mr. Dressel resigned from the Company effective September 23, 2003. To the knowledge of the Company, Mr. Dressel does not own any shares of the Company’s stock.
(13)	According to Schedule 13G filed on November 10, 2003, Chilton Investment Company, Inc. (“CIC”) beneficially owns 1,091,055 shares of common stock of the Company. Based solely on this Schedule 13G, CIC has sole voting power and sole dispositive power with respect to all 1,091,055 of such shares. The address of CIC is 1266 East Main Street, 7th Floor, Stamford, CT 06902.
(14)	According to a Schedule 13G/A filed on February 13, 2004, Capital Guardian Trust Company (“CGT”) beneficially owns 982,880 shares of common stock of the Company. Based solely on this Schedule 13G/A, CGT has sole voting power with respect to 683,130 of such shares and has sole dispositive power with respect to all 982,880 of such shares. Further, based solely on this Schedule 13G/A, Capital Group International, Inc. (“CGI”) is the parent holding company of CGT and may be deemed to beneficially own such shares, and both CGT and CGI disclaim any beneficial ownership of such shares. The address of both CGT and CGI is 11100 Santa Monica Blvd., 15th floor, Los Angeles, CA 90025.
(15)	Includes 448,792 shares issuable upon options exercisable within 60 days of April 1, 2004.

Plan Shares Outstanding

      The following table sets forth information with respect to the Company’s equity compensation plans approved by security holders. The Company does not have any equity compensation plans not approved by security holders. The information in this table is as of December 31, 2003.

Number of securities

remaining available for future

Number of securities to be

issuance under equity

issued upon exercise of

Weighted-average exercise

compensation plans

outstanding options,

price of outstanding options,

(excluding securities reflected

Plan Category

warrants, and rights

warrants, and rights

in the first column)

Equity compensation plans approved by security holders

1,925,326

$

22.67

765,732

13

---

 

Executive Compensation

      The following table provides the annual salary, bonuses, and all other compensation awards and payouts to our named executive officers for 2001 through 2003.

SUMMARY COMPENSATION TABLE

															Long-Term
			Annual Compensation												Compensation Awards
Name and Principal			Fiscal												Securities Underlying				All Other
Position			Year				Salary				Bonus				Options				Compensation
Andrew C. Florance				2003			$	357,431			$	320,845(1)				50,000			$	14,784(2)
	Chief Executive Officer			2002			$	350,000			$	306,250(3)				50,000			$	13,862(4)
	and President			2001			$	335,577			$	225,000(5)				50,000			$	11,393(6)
Frank A. Carchedi				2003			$	199,675			$	144,998(1)				15,000			$	11,981(7)
	Chief Financial			2002			$	193,351			$	136,668(3)				15,000			$	10,200(7)
	Officer and Treasurer			2001			$	184,250			$	131,600(5)				30,000			$	8,346(7)
David M. Schaffel				2003			$	170,992			$	72,435(1)				12,500			$	6,840(7)
	Chief Information Officer			2002			$	165,583			$	70,502(3)				10,000			$	6,623(7)
				2001			$	157,825			$	72,450(5)				20,000			$	6,313(7)
Craig S. Farrington				2003			$	148,693			$	125,973(1)				12,500			$	8,058(7)
	Vice President, Research			2002			$	143,985			$	131,040(3)				10,000			$	7,550(7)
				2001			$	132,116			$	112,000(5)				20,000			$	7,212(7)
Michael D. Arabe				2003			$	138,034			$	97,641(8)				27,500			$	8,914(7)
	Sr. Vice President			2002			$	122,915			$	87,869(3)				7,500			$	7,442(7)
	Sales & Customer Service			2001			$	120,000			$	80,000(5)				10,000			$	35,096(9)
Lawrence J. Dressel (10)				2003			$	258,575	(10)		$	30,000(10)				0			$	20,539(11)
	Chief Operating Officer			2002			$	255,337			$	152,955(3)				15,000			$	10,200(7)
				2001			$	250,000			$	135,000(5)				30,000			$	7,500(7)

---

	(1)	Represents bonus paid in 2004 for performance in 2003.
	(2)	Includes 401(k) contributions made by the Company in the amount of $11,114, plus life insurance premiums paid by the Company for the benefit of Mr. Florance in the amount of $3,670.
	(3)	Represents bonus paid in 2003 for performance in 2002.
	(4)	Represents 401(k) contributions made by the Company in the amount of $10,192, plus life insurance premiums paid by the Company for the benefit of Mr. Florance in the amount of $3,670.
	(5)	Represents bonus paid in 2002 for performance in 2001.
	(6)	Represents 401(k) contributions made by the Company in the amount of $9,841, plus life insurance premiums paid by the Company for the benefit of Mr. Florance in the amount of $1,552.
	(7)	Represents 401(k) contributions made by the Company.
	(8)	Represents bonus paid in 2003 and 2004 for performance in 2003.
	(9)	Includes 401(k) contributions made by the Company in the amount of $5,446, plus relocation costs in the amount of $29,650.

(10)	Mr. Dressel resigned from the Company effective September 23, 2003. Mr. Dressel’s 2003 salary amount includes annual salary compensation until September 23, 2003, together with severance compensation following such date. Mr. Dressel’s 2003 bonus amount represents a severance payment made at the time of his resignation.
(11)	Includes 401(k) contributions made by the Company in the amount of $8,332, plus outplacement services of $10,000, and COBRA payments of $2,206.

14

---

 

Employment Agreements

      We have employment agreements with Messrs. Florance, Carchedi and Schaffel, and have employment terms with Messrs. Farrington and Arabe. Our employment agreements with Messrs. Florance, Carchedi and Schaffel became effective as of January 1, 1998. Mr. Farrington’s employment terms became effective as of February 18, 2000. Mr. Arabe’s employment terms became effective January 2, 2003. Each employment agreement entitles the executive to a specified base salary, a bonus award up to a specified percentage of base compensation based upon achievement of performance objectives, and an award of stock options vesting over time. The agreements also generally provide that the executive may participate in any insurance, medical, disability or pension plan generally made available to our senior executive officers.

      The employment agreements for Messrs. Carchedi and Schaffel are for initial terms of two years and the employment agreement for Mr. Florance is for an initial term of three years, and all are automatically renewable for successive one-year terms unless the executive or we terminate the agreement. Messrs. Farrington and Arabe have at-will employment terms. The employment agreements for Messrs. Florance, Carchedi and Schaffel contain covenants not to compete with us for the two years immediately following termination and the employment terms for Mr. Arabe contain a covenant not to compete with us for one year immediately following termination.

      The employment agreements for Messrs. Florance, Carchedi and Schaffel generally provide that, if we terminate the executive’s employment without cause (which includes “changes of control” of the Company under certain circumstances), the executive is entitled to certain severance benefits as follows. If we terminate Mr. Florance without cause or if he terminates his agreement for good cause, he is entitled to receive his base salary for the greater of one year or whatever period remains under the agreement, his bonus for the year in which the termination occurred, the immediate vesting of all of his stock options and a gross-up payment to cover any taxes assessed under Section 4999 of the Internal Revenue Code. If we terminate Messrs. Carchedi or Schaffel without cause, each is entitled to receive his base salary for the greater of six months or whatever period remains under the agreement, to a prorated share of his bonus for the year in which termination occurred and to the immediate vesting of all of his stock options due to vest within the following twelve months. Messrs. Farrington and Arabe are not entitled to any severance benefits if they are terminated without cause.

      The following table gives specific economic terms of our arrangements with our executive officers as of December 31, 2003.

						Bonus Range as
						a Percentage of
Name		Base Salary				Base Compensation
Andrew C. Florance		$	360,500				0 - 100%
Frank A. Carchedi		$	201,390				50 -  75%
David M. Schaffel		$	172,460				25 -  50%
Craig S. Farrington		$	149,970				0 - 100%
Michael D. Arabe		$	143,520				0 - 300%

15

---

 

Option Grants

      The following table provides certain information about grants of stock options to our named executive officers during 2003.

OPTION GRANTS IN LAST FISCAL YEAR

		Individual Grants
		Number of				Percent of Total
		Securities				Options Granted
		Underlying Option				to Employees in				Exercise or Base								Grant Date
Name		Granted(1)				Fiscal Year				Price ($/Share)				Expiration Date				Present Value(3)
Andrew C. Florance			50,000	(1)			11.85%			$	28.15				9/22/13			$	981,878
Frank A. Carchedi			15,000	(1)			3.55%			$	28.15				9/22/13			$	294,563
David M. Schaffel			12,500	(1)			2.96%			$	28.15				9/22/13			$	245,469
Craig S. Farrington			12,500	(1)			2.96%			$	28.15				9/22/13			$	245,469
Michael D. Arabe			25,000	(2)			5.92%			$	17.77				1/01/13			$	309,911
Michael D. Arabe			2,500	(1)			.59%			$	28.15				9/22/13			$	49,094
Lawrence J. Dressel			—				—				—				—				—

---

	(1)	The options were granted on September 23, 2003 and have an exercise price equal to the fair market value of the Company’s common stock on the grant date. The options vest and become exercisable in four equal installments on each of September 23, 2004, September 23, 2005, September 23, 2006 and September 23, 2007.
	(2)	The options were granted on January 2, 2003 and have an exercise price equal to the fair market value of the Company’s common stock on the grant date. The options vest and become exercisable in four equal installments on each of January 2, 2004, January 2, 2005, January 2, 2006 and January 2, 2007.
	(3)	The grant date present value is computed using the Black-Scholes option-pricing model with the following assumptions: expected volatility of 70.4%, dividend yield of 0%, risk-free interest rate of 3.0%, and expected life of 5 years. These assumptions are not a forecast of future stock price performance or volatility or of future dividend policy. There is no assurance that the value received by an executive will be at or near the value estimated by the Black-Scholes model. The actual value of options will depend on the market value of the Company’s common stock on the dates upon which the options are exercised.

16

---

 

Option Exercises and Fiscal Year-End Values

      The following table provides certain information regarding stock option exercises in fiscal year 2003, and unexercised options held as of December 31, 2003, by the named executive officers.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR

										Number of Securities
										Underlying Unexercised								Value of Unexercised in the
		Shares								Options Held at								Money Options at Fiscal
		Acquired								December 31, 2003								Year-End(1)
		on				Value
Name		Exercise				Realized				Exercisable				Unexercisable				Exercisable				Unexercisable
Andrew C. Florance			—				—				396,854				118,750			$	9,858,822			$	2,176,156
Frank A. Carchedi(2)			10,000			$	0				63,750				46,250			$	1,248,225			$	882,725
David M. Schaffel			—				—				79,000				32,500			$	1,925,388			$	608,338
Craig S. Farrington			—				—				27,500				35,000			$	454,150			$	621,025
Michael D. Arabe			—				—				21,875				43,125			$	333,375			$	929,050
Lawrence J. Dressel(3)			18,750			$	242,483				0				0			$	0			$	0

---

	(1)	Calculated based on the amount by which the fair market value of the underlying security (assumed to be equal to its year-end closing price of $41.70 per share) exceeds the option exercise price.
	(2)	On May 28, 2003, Mr. Carchedi exercised options to acquire 10,000 shares of common stock at an exercise price of $9.00 per share. Mr. Carchedi did not sell these shares.
	(3)	On October 20, 2003, Mr. Dressel exercised options to acquire 15,000 shares of common stock at an exercise price of $18.06 per share and exercised options to acquire 3,750 shares of common stock at an exercise price of $20.30 per share, and sold all of those shares the same day for $31.44 per share.

Compensation Committee Report On Executive Compensation

 Compensation Philosophy and Review

      The compensation philosophy of the Company is to provide a competitive total compensation package so that the Company can attract, retain, and motivate talented employees and executives. The Company also strives to maximize shareholder value by linking compensation to individual and team achievement of agreed upon goals relating to overall corporate performance. The Company’s Compensation Committee therefore believes that compensation for the Company’s executives should encourage and reward superior performance.

      The Committee has commissioned third-party consultants to perform compensation studies comparing the compensation packages offered to executives of the Company with similarly situated executives within peer groups of companies. The Committee uses the results of such studies, together with corporate and individual performance, to evaluate the compensation parameters of the Company’s executives.

 Elements of Executive Compensation

      The Company’s executive compensation consists primarily of base salary, annual cash bonuses, the award of stock options, a Company 401(k) match, health insurance and similar benefits. The Company has an employment arrangement with each of its executives that entitles the executive to a specified base salary, a bonus award up to a specified percentage of base compensation based upon achievement of individual and team goals, and a competitive award of stock options vesting over time. The compensation package of each executive is reviewed by the Committee on an annual basis.

 Base Salaries

      Base salary levels of the Company’s executives are reviewed annually, and may be adjusted to reflect an executive’s individual responsibilities and performance, as well as the overall performance of the Company.

17

---

 

 Annual Cash Bonus Program

      The Compensation Committee administers an annual cash bonus plan for its executives, under which these executives may receive a cash bonus based on individual and corporate performance. The bonuses generally have a potentially attainable range from 0% to 100% of base salary, based on the executive’s employment agreement with the Company, other than Mr. Arabe’s bonus, which ranges from 0% to 300% of base salary, but is targeted at 75% of base salary. In setting these ranges, the Compensation Committee considered the potential annual cash bonuses offered by members of the peer groups and the specific area of responsibility of the executive and set competitive annual cash bonus levels for superior performance. In deciding the amount of an executive’s bonus, the Committee evaluates the performance of the executive to determine the level of achievement related to goals for individual and corporate performance. The executives may receive all, or a portion of, the bonus based on attaining the objectives delineated at the start of a given year.

 Long-Term Incentive Plan

      The Compensation Committee believes that granting stock options to executives is important to the Company’s success because these awards help to attract, retain and motivate executives. The Committee believes that stock options, when used with appropriate holding periods, help encourage executive retention because they vest over a period of years. In addition, the executive benefits only when the CoStar stock price rises for all of CoStar’s stockholders.

      Each executive is eligible to receive stock options under the CoStar Group, Inc. 1998 Stock Incentive Plan. The Compensation Committee generally awards stock options to each executive when he or she joins the Company. Thereafter, the Compensation Committee, in its discretion, based on the recommendation of the Chief Executive Officer may award additional stock options to executives at the time of their annual review. There is no established formula or criteria for grants under the Plan, and options may be granted on a subjective basis at intervals determined by the Compensation Committee. Options are typically granted with an exercise price equal to the fair market value of the Company’s common stock on the date of grant, and typically vest over a period of four years. The Compensation Committee considers long-term incentives offered by the peer group in determining stock option awards.

 Chief Executive Officer Compensation

      In establishing the salary and bonus for Mr. Florance, our Chief Executive Officer and President, the Committee relied on its strong belief that Mr. Florance significantly and directly influences the Company’s overall performance. Accordingly, the Committee sought to achieve the following objectives: (i) establish a base salary competitive with that paid to other chief executive officers of peer companies; (ii) reward Mr. Florance for superior performance in connection with his contribution to the Company; and (iii) reward Mr. Florance for the Company’s outstanding corporate and financial performance for the fiscal year. Accordingly, pursuant to Mr. Florance’s employment agreement, the range for Mr. Florance’s annual bonus is between 0% and 100% of his base compensation. In 2003, the Committee determined that 75% of Mr. Florance’s bonus would be based on the Company meeting certain financial goals and that 25% of his bonus would be based on Mr. Florance achieving certain individual qualitative performance goals.

      Based on these factors, in 2003 Mr. Florance was paid an annual salary of $360,500. In addition, based on the level of achievement of each of Mr. Florance’s goals, in 2004 Mr. Florance was paid a bonus of $320,845 (89% of his annual base salary) for his performance in 2003. Finally, based on the belief that Mr. Florance should be focused on the long-term growth of the Company, in September 2003, the Committee granted Mr. Florance an option to purchase 50,000 shares of the Company’s common stock at an exercise price of

18

---

 

 Employment Agreements

      Our employment agreements with Messrs. Florance, Carchedi and Schaffel became effective as of January 1, 1998. The employment agreements for Messrs. Carchedi and Schaffel are for initial terms of two years and the employment agreement for Mr. Florance is for an initial term of three years, and all are automatically renewable for successive one-year terms unless the executive or we terminate the agreement. Messrs. Farrington and Arabe have at-will employment terms.

 Policy on Deductibility of Compensation

      Section 162(m) of the Internal Revenue Code disallows the deduction of compensation by a company to its Chief Executive Officer and any of its four most highly compensated executive officers that is in excess of $1 million. Compensation that is considered “performance-based” is excluded from the $1 million limit if, among other requirements, the compensation is payable only upon attainment of pre-established, objective performance goals under a plan approved by the stockholders. The Compensation Committee will continue to monitor total compensation and, should the 162(m) limitation become an issue, take the measures that they deem appropriate.

	By the Compensation Committee
	of the Board of Directors
	April 27, 2004
	Warren H. Haber, Chairman
	David Bonderman
	Christopher J. Nassetta
	Michael R. Klein

19

---

 

Stock Price Performance Graph

      The stock performance graph below shows how an initial investment of $100 in our common stock would have compared to:

	•	An equal investment in the Standards & Poor’s Stock 500 Index (“S&P 500”).
	•	An equal investment in the S&P 500 Application Software Index.

      The comparison covers the period beginning December 31, 1998, and ending on December 31, 2003, and assumes the reinvestment of any dividends. You should note that this performance is historical and is not necessarily indicative of future price performance.

Certain Relationships and Related Transactions

      Since January 1, 2003 none of our executive officers or directors has engaged in or had a direct or indirect interest in any transactions with us that are required to be disclosed in this proxy statement. Although it is not a related party transaction, we note that Michael Klein has committed to invest $250,000 in Founders SBIC Fund I, of which Warren H. Haber is a managing member of its general partner and its management company.

Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934 requires that our directors and executive officers, and anyone who owns more than 10% of our common stock, file with the Securities and Exchange Commission reports of initial ownership and reports of changes in ownership of our common stock, and to furnish us with copies of those reports. Based solely on a review of the reports furnished to us, we believe that during 2003, our directors, executive officers, and 10% stockholders complied with these requirements.

20

---

 

Other Information

      We have included a copy of our Annual Report for the year ended December 31, 2003 with this Proxy Statement. The Annual Report contains our annual report on Form 10-K for the year ended December 31, 2003. In addition, you may obtain a copy of our annual report on Form 10-K, including the financial statements and financial statement schedules, without charge by sending a written request to Mark  A. Klionsky, Senior Vice President of Marketing and Corporate Communications, CoStar Group, Inc., 2 Bethesda Metro Center, Tenth Floor, Bethesda, Maryland 20814.

      This proxy is solicited on behalf of the Board of Directors. The Company will bear all expenses in connection with the Annual Meeting and this proxy solicitation. We have retained Innisfree M&A Incorporated to assist in distribution of these proxy materials and soliciting proxy voting instructions, at an estimated cost not to exceed $6,500 plus reasonable expenses. They may solicit proxies in person, by telephone, by mail, telegram, facsimile, or other electronic or other means, and will request that brokerage houses, banks, and other custodians forward proxy material to beneficial owners of our common stock. We will reimburse brokerage houses, banks, and other custodians for their reasonable expenses for forwarding these materials to beneficial owners. American Stock Transfer and Trust Company will act as proxy tabulator.

21

---

 

---