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
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(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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