FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * GREENHILL CAPITAL PARTNERS, LLC   2. Issuer Name and Ticker or Trading Symbol GLOBAL SIGNAL INC [GSL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 300 PARK AVENUE, 23RD FLOOR,  3. Date of Earliest Transaction (Month/Day/Year) 12/16/2004 (Street) NEW YORK, NY 10022 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 12/16/2004   X   32,200 A $ 18 32,200 (1) D (1)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to buy Common Stock ("Option")

$ 18

12/16/2004

X

32,200

(2)

06/08/2014

Common Stock

32,200

$ 0

0

D (1)

Option (3)

$ 18

(3)

(3)

Common Stock (3)

128,800 (3)

128,800 (3)

I

Through limited partnerships (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GREENHILL CAPITAL PARTNERS, LLC 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022		X
GREENHILL & CO INC 300 PARK AVENUE 23RD FLOOR NEW YORK, NY 10022		X

Signatures

Greenhill Capital Partners, LLC, By: Scott L. Bok, Managing Director, /s/ Scott L. Bok		05/31/2005
**Signature of Reporting Person		Date
Greenhill & Co., Inc., By: Scott L. Bok, U.S. President, /s/ Scott L. Bok		05/31/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This Form 4 is being filed by more than one reporting person. Greenhill & Co., Inc. is the sole member of Greenhill Capital Partners, LLC.
(2)	Immediately.
(3)	There was no transaction in these Options that are indirectly held by the reporting persons. These Options are of the same class of Options that were exercised by the reporting persons, which exercise is being reported on this Form 4.
(4)	Greenhill Capital Partners, LLC, whose sole member is Greenhill & Co., Inc., is the general partner of GCP Managing Partner, L.P. GCP Managing Partner, L.P. is a general partner of Greenhill Capital Partners, L.P., which holds 79,476 Options, Greenhill Capital Partners (Executives), L.P., which holds 12,544 Options, Greenhill Capital, L.P., which holds 25,424 Options, and Greenhill Capital Partners (Cayman), L.P., which holds 11,356 Options. Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its pecuniary interest therein.

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