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 * CARCHEDI FRANCIS   2. Issuer Name and Ticker or Trading Symbol COSTAR GROUP INC [CSGP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive VP, Corp. Dev. (Last) (First) (Middle) C/O COSTAR GROUP, INC., 1331 L STREET, NW 3. Date of Earliest Transaction (Month/Day/Year) 02/28/2017 (Street) WASHINGTON, DC 20005 4. If Amendment, Date Original Filed(Month/Day/Year) 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 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 02/28/2017   F   630 D $ 203.99 23,366 (1) D   Common Stock, par value $0.01 per share 03/02/2017   D   957 (2) D $ 0 22,409 (3) D   Common Stock, par value $0.01 per share 03/02/2017   F   785 D $ 206.8 21,624 (4) D   Common Stock, par value $0.01 per share 03/02/2017   A   7,380 (5) A $ 0 29,004 (6) D   Common Stock, par value $0.01 per share 03/02/2017   M   4,500 A $ 37.42 33,504 (7) D   Common Stock, par value $0.01 per share 03/02/2017   S   4,500 D $ 204.98 (8) 29,004 (6) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Acquire Common Stock

$ 204.91

03/02/2017

A

8,300

(9)

03/01/2027

Common Stock

8,300

$ 0

8,300

D

Option to Acquire Common Stock

$ 37.42

03/02/2017

M

4,500

(10)

07/15/2019

Common Stock

4,500

$ 0

5,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CARCHEDI FRANCIS C/O COSTAR GROUP, INC. 1331 L STREET, NW WASHINGTON, DC 20005			Executive VP, Corp. Dev.

Signatures

/s/ Jonathan Coleman, Attorney-in-Fact		03/02/2017
**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)	Represents all shares of Common Stock owned, consisting of 7,052 shares of Common Stock and 16,314 shares of Common Stock subject to unvested Restricted Stock grants.
(2)	Shares forfeited from February 28, 2014 performance restricted stock grant upon measurement and certification of achievement of the performance goal by the Compensation Committee.
(3)	Represents all shares of Common Stock owned, consisting of 7,052 shares of Common Stock and 15,357 shares of Common Stock subject to unvested Restricted Stock grants.
(4)	Represents all shares of Common Stock owned, consisting of 8,430 shares of Common Stock and 13,194 shares of Common Stock subject to unvested Restricted Stock grants.
(5)	Includes a grant of 4,500 shares of restricted common stock that vest in three equal installments on March 2, 2018, March 2, 2019 and March 2, 2020, and a grant of 2,880 shares of restricted common stock that vest based upon CoStar Group, Inc.'s achievement of a three-year performance goal.
(6)	Represents all shares of Common Stock owned, consisting of 8,430 shares of Common Stock and 20,574 shares of Common Stock subject to unvested Restricted Stock grants.
(7)	Represents all shares of Common Stock owned, consisting of 12,930 shares of Common Stock and 20,574 shares of Common Stock subject to unvested Restricted Stock grants.
(8)	Average based on sales prices ranging from $204.83 to $205.04.
(9)	The option vests in three equal installments on March 2, 2018, March 2, 2019 and March 2, 2020.
(10)	The option vested in four equal installments on July 16, 2010, July 16, 2011, July 16, 2012 and July 16, 2013.

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