Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  HILTZ WILLIAM
2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2009
3. Issuer Name and Ticker or Trading Symbol
Evercore Partners Inc. [EVR]
(Last)
(First)
(Middle)
55 E. 52ND STREET, 38TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Managing Director
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10055
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Shares of Class A common stock, par value $0.01 per share 84,410 (1)
D (1)
 
Shares of Class B common stock, par value $0.01 per share 1
D
 
Shares of Class B common stock, par value $0.01 per share 1
I
Shares held by trust (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Partnership units of Evercore LP (3)   (3)   (3) Shares of Class A common stock, par value $0.01 per share 1,118,705 $ (3) D  
Partnership units of Evercore LP (3)   (3)   (3) Shares of Class A common stock, par value $0.01 per share 83,418 $ (3) I Partnership units held by trust (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HILTZ WILLIAM
55 E. 52ND STREET
38TH FLOOR
NEW YORK, NY 10055
      Senior Managing Director  

Signatures

/s/ Adam B. Frankel, as-attorney-in fact 02/12/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) These 84,410 shares of Class A common stock are restricted stock units which were granted to Mr. Hiltz pursuant to the 2006 Evercore Partners Inc. Stock Incentive Plan.
(2) These share are held by a grantor retained annuity trust of which Mr. Hiltz is the investment trustee.
(3) Evercore LP units are, subject to certain restrictions in the Evercore LP partnership agreement, exchangeable on a one-for-one basis for shares of Evercore Partnership Inc. Class A common stock, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications.

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