SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

PACIFIC GREYSTONE CORPORATION
(Exact name of registrant as specified in its charter) 

          Delaware                                       95-4337490
- ----------------------------------------    ------------------------------------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

6767 Forest Lawn Drive, Suite 300, Los Angeles, California 90068
(Address of principal executive offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act: 

Title of each class                     Name of each exchange on which
to be so registered                     each class is to be registered
-------------------                     ------------------------------

Common Stock, $.01 par value              New York Stock Exchange

If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. / /

If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. / /

Securities to be registered pursuant to Section 12(g) of the Act:

None
(Title of Class)

Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

The information included under the headings "Description of Capital Stock -- Common Stock" and "Description of Capital Stock -- Shareholders' Agreement and Registration Rights" in Amendment No. 1 to Registration Statement on Form S-1 of Pacific Greystone Corporation (Registration No. 333-1388) (the "Registration Statement") is incorporated herein by reference. The final Prospectus to be filed by the Registrant pursuant to Rule 424(b) is also deemed incorporated by reference herein upon such filing.

Item 2. EXHIBITS.

1. Form of Restated Certificate of Incorporation of the Registrant to be effective upon consummation of the offering contemplated by the Registration Statement (included as an exhibit to the Registration Statement and incorporated herein by reference).

2. Form of Bylaws of the Registrant to be effective upon the consummation of the offering contemplated by the Registration Statement (included as an exhibit to the Registration Statement and incorporated herein by reference).

3. Specimen of Common Stock Certificate (included as an exhibit to the Registration Statement and incorporated herein by reference).

4. First Amended and Restated Shareholders' Agreement and Irrevocable Proxy, dated as of September 28, 1992, by and among the Registrant and certain shareholders (the "Shareholders' Agreement") (included as an exhibit to the Registration Statement and incorporated herein by reference).

5. Amendment No. 1 to Shareholders' Agreement (included as an exhibit to the Registration Statement and incorporated herein by reference).

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on behalf of the registrant, thereunto duly authorized.

Date: May 20, 1996.

PACIFIC GREYSTONE CORPORATION 

By:   /s/ ANTONIO B. MON
    ----------------------------------------------
     Antonio B. Mon
     Vice Chairman and Chief Financial Officer

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