UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934**

Date of Report (Date of earliest event reported)

February 2, 2005

COMMISSION FILE NUMBER: 333-102885

THE BRICKMAN GROUP, LTD.

(Exact name of registrant as specified in its charter)


Delaware		23-2949247
(State of incorporation)		(I.R.S. Employer Identification No.)

18227 Flower Hill Way, Suite D Gaithersburg, Maryland		20879
(Address of Principal Executive Offices)		(Zip Code)

(301) 987-9200

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under Securities Act {17 CFR 230.425}

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

The Brickman Group, Ltd. is not currently required by law to file reports under Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, because at the beginning of its current fiscal year its 11.75% senior subordinated notes due 2009 were held of record by less than 300 persons. The Brickman Group, Ltd. is therefore not currently an “issuer” for purposes of Section 2(a)(7) of the Sarbanes-Oxley Act of 2002. The Brickman Group, Ltd. voluntarily files quarterly and annual reports on Forms 10-Q and 10-K and current reports on Form 8-K with the Securities and Exchange Commission in compliance with the indenture governing its senior subordinated notes.

ITEM 1.01

Entry into a Material Definitive Agreement

On January 31, 2005, The Brickman Group, Ltd. (the “Company”) and Jeffrey R. Herold, one of the executive officers, entered into a Promissory Note pursuant to which the Company loaned Mr. Herold $500,000. The loan was made in connection with Mr. Herold’s relocation to the Company’s principal offices in Maryland. Some or all of the loan may be forgiven based on Mr. Herold’s continued employment or the occurrence of certain other events as set forth in the Promissory Note. A copy of the Promissory Note is attached hereto as Exhibit 10.23 and incorporated herein by reference.

ITEM 9.01

Financial Statements and Exhibits

(c)

Exhibits


Exhibit No.		Description
10.23		Promissory Note, dated January 31 2005, by and among Jeffrey R. Herold and Catherine Herold in favor of The Brickman Group, Ltd.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized officer.


				The Brickman Group, Ltd. (Registrant)
Date: February 2, 2005

				/s/ CHARLES B. SILCOX
				Chief Financial Officer

BRICKMAN GROUP LTD 8-K