<PAGE>   1
      As Filed with the Securities and Exchange Commission on July 1, 1996
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------

                             OASIS RESIDENTIAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            NEVADA                                               88-0297457
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

                              4041 EAST SUNSET ROAD
                             HENDERSON, NEVADA 89014
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

                                ----------------

                             OASIS RESIDENTIAL, INC.
                             401(K) RETIREMENT PLAN

                            (Full title of the plan)

                                ---------------

    ALLAN O. HUNTER, JR.                               COPY TO:               
  Executive Vice President,                      JEFFREY T. PERO, ESQ.        
   Secretary and Director                          LATHAM & WATKINS           
   OASIS RESIDENTIAL, INC.              650 TOWN CENTER DRIVE, TWENTIETH FLOOR
    4041 East Sunset Road                    COSTA MESA, CALIFORNIA 92626     
   Henderson, Nevada 89014                          (714) 540-1235            
       (702) 435-9800                        

              (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
               NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                ----------------

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
                                                                         PROPOSED
                                                    PROPOSED             MAXIMUM
                              AMOUNT                 MAXIMUM            AGGREGATE             AMOUNT OF
  TITLE OF SECURITIES          TO BE             OFFERING PRICE          OFFERING           REGISTRATION
    TO BE REGISTERED        REGISTERED            PER SHARE (1)         PRICE (1)               FEE
- --------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>                 <C>                     <C>
Common Stock ............      20,000               $21.813             $436,260                $151
- --------------------------------------------------------------------------------------------------------
</TABLE>

(1)         Estimated solely for the purpose of calculating the registration fee
            pursuant to Rule 457(h). The Proposed Maximum Aggregate Offering
            Price is the average of the high and low sales price of the Common
            Stock in the over-the-countermarket, as reported on the New York
            Stock Exchange, on June 27, 1996 (which were $22.00 and $21.625,
            respectively).

(2)         In addition, pursuant to Rule 416(c) under the Securities Act of
            1933, this registration statement covers an indeterminate amount of
            interests to be offered or sold pursuant to the employee benefits
            plan described herein.

================================================================================

                             EXHIBIT INDEX ON PAGE 7
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

           The information called for in Part I of Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

           The following documents filed with the Commission are incorporated
herein by reference:

                      (a) Annual Report on Form 10-K for the fiscal year ended
           December 31, 1995, filed by Oasis Residential, Inc. (the "Company")
           with the Commission.

                      (b) Quarterly Report on Form 10-Q for the fiscal quarter
           ended March 31, 1996, filed by Oasis Residential, Inc. (the
           "Company") with the Commission.

                      (c) The description of the Common Stock contained in the
           Amendment No. 3 to Form S-11 Registration Statement (File No.
           33-79564) dated July 18, 1994, including any subsequently filed
           amendments and reports updating such description.

                      (d) Annual Report on Form 11-K of the Oasis Residential,
           Inc. 401(k) Retirement Plan, for the plan year ended December 31, 
           1996, filed June 28, 1996.

           In addition to the foregoing documents, all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES

           Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not applicable.



                                        2
<PAGE>   3
ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Subsection 1 of Section 78.751 of the Nevada Revised Statues -
Chapter 78 Private Corporations (the "Nevada Law") empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
of any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

           Subsection 2 of Section 78.751 empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted under similar
standards, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the corporation
unless and only to the extent that the court in which such action or suit was
brought determines that, despite the adjudication of liability, such person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

           Section 78.751 further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (1) and (2) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification provided for by Section 78.751 shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled; that the scope of indemnification shall continue as to directors,
officers, employees or agents who have ceased to hold such positions, and to
their heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation against any liability asserted against him or incurred
by him in any such capacity or arising out of his status as such whether or not
the corporation would have the power to indemnify him against such liabilities
under Section 78.751.

           Article IX of the Articles of Incorporation of the Registrant
provides for indemnification of its officers and directors, substantially
identical in scope to that permitted under Section 78.751 of the Nevada Law. The
Bylaws provide, pursuant to Subsection 2 of Section 78.751, that the expenses of
officers and directors incurred in defending any action, suit or proceeding,
whether civil, criminal, administrative or investigative, must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director of officer to repay all amounts so advanced if it is ultimately
determined by a court of competent jurisdiction that the officer or director is
not entitled to be indemnified by the corporation.

           The Company has entered into indemnification agreements with certain
of its directors and officers that require the Company to indemnify such
directors and officers to the fullest extent permitted by applicable provisions
of Nevada Law, provided that any settlement of a third party action against a


                                        3
<PAGE>   4
director or officer is approved by the Company, and subject to limitations for
actions initiated by the director or officer, penalties paid by insurance, and
violations of section 16(b) of the Exchange Act and similar laws.


ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.

ITEM 8.    EXHIBITS

           See Index to Exhibits on page 7.

ITEM 9.    UNDERTAKINGS

           (a)   The undersigned Registrant hereby undertakes:

                 (1)     To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                         (i) to include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933, as amended (the
                 "Securities Act");

                         (ii) to reflect in the prospectus any facts or events
                 arising after the effective date of the Registration Statement
                 (or the most recent post-effective amendment thereof) which,
                 individually or in the aggregate, represent a fundamental
                 change in the information set forth in the Registration
                 Statement; and

                         (iii) to include any material information with respect
                 to the plan of distribution not previously disclosed in this
                 Registration Statement or any material change to such
                 information in this Registration Statement;

                 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                 not apply if the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed by the Registrant pursuant to Section 13
                 or Section 15(d) of the Exchange Act that are incorporated by
                 reference in the Registration Statement.

                 (2)     That, for the purpose of determining any liability 
under the Securities Act, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                 (3)     To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at termination of the offering.

           (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall


                                        4
<PAGE>   5
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

           Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Henderson, State of Nevada, on this 28th day of June,
1996.


                                  OASIS RESIDENTIAL, INC.                       
                                  a Nevada corporation
                                  
                                  
                                  By:  /s/ Robert V. Jones
                                       -----------------------------------------
                                       Robert V. Jones
                                       Chairman of the Board of Directors
                                       and Chief Executive Officer
                                  
                                  


                                        5
<PAGE>   6
                                POWER OF ATTORNEY

                  Each person whose signature appears below hereby authorizes
and appoints Robert V. Jones, Scott S. Ingraham and Allan O. Hunter, Jr., as
attorneys-in-fact and agents, each acting alone, with full powers of
substitution to sign on his or her behalf, individually and in the capacities
stated below, and to file any and all amendments, including post-effective
amendments, to this Registration Statement and other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents full power and authority to perform any other act
on behalf of the undersigned required to be done in the premises.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
          SIGNATURE                               TITLE                                 DATE
<S>                                  <C>                                            <C>
/s/ Robert V. Jones                  Chairman of the Board of Directors             June 28, 1996
- ------------------------------       and Chief Executive Officer
Robert V. Jones


/s/ Scott S. Ingraham                President, Chief Financial Officer and         June 28, 1996
- ------------------------------       Director                               
Scott S. Ingraham                    


/s/ Allan O. Hunter, Jr.             Executive Vice President, Secretary            June 28, 1996
- ------------------------------       and Director                       
Allan O. Hunter, Jr.                 


/s/ Walter B. Eeds                   Executive Vice President and Director          June 28, 1996
- ------------------------------       
Walter B. Eeds


/s/ Alvin R. Garraway                Vice President, Controller and                 June 28, 1996
- ------------------------------       Treasurer                     
Alvin R. Garraway                    


/s/ John M. Galvin                   Director                                       June 28, 1996
- ------------------------------       
John M. Galvin


/s/ Kenny C. Guinn                   Director                                       June 28, 1996
- ------------------------------
Kenny C. Guinn
               

/s/ Edward R. Muller                 Director                                       June 28, 1996
- ------------------------------
Edward R. Muller


/s/ Peter L. Rhein                   Director                                       June 28, 1996
- ------------------------------
Peter L. Rhein


/s/ Robert H. Smith                  Director                                       June 28, 1996
- ------------------------------
Robert H. Smith
</TABLE>



                                        6
<PAGE>   7
                               INDEX TO EXHIBITS

EXHIBIT                                                                     
- -------                                                                     

4.1      The Oasis Residential, Inc. 401(k) Retirement Plan                 

4.2      Articles of Incorporation. Incorporated herein by reference to
         the Company's Annual Report on Form 10-K for the period
         ended December 31, 1995.                                           

4.3      By-Laws.  Incorporated herein by reference to the Company's
         Annual Report on Form 10-K for the period ended December 31, 1995. 

5.1      Opinion of Herbert L. Waldman, Esq.                                

23.1     Consent of Herbert L. Waldman, Esq. (included in Exhibit 5.1).     

23.2     Consent of Coopers & Lybrand LLP.                                  

23.3     Consent of Coopers & Lybrand LLP.

24       Power of Attorney (included on the signature page to this
         Registration Statement).                                           

                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8  401(K) RETIREMENT PLAN", "secsgml_size_bytes": 20753}]
{"company-data": {"conformed-name": "OASIS RESIDENTIAL INC", "cik": "0000910846", "assigned-sic": "6513", "irs-number": "880297457", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07317", "film-number": "96589450"}, "business-address": {"street1": "4041 EAST SUNSET RD", "city": "HENDERSON", "state": "NV", "zip": "89014", "phone": "7024359800"}, "mail-address": {"street2": "4041 EAST SUNSET RD", "city": "HENDERSON", "state": "NV", "zip": "890140215"}}
1
      As Filed with the Securities and Exchange Commission on July 1, 1996
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------

                             OASIS RESIDENTIAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            NEVADA                                               88-0297457
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

                              4041 EAST SUNSET ROAD
                             HENDERSON, NEVADA 89014
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

                                ----------------

                             OASIS RESIDENTIAL, INC.
                             401(K) RETIREMENT PLAN

                            (Full title of the plan)

                                ---------------

    ALLAN O. HUNTER, JR.                               COPY TO:               
  Executive Vice President,                      JEFFREY T. PERO, ESQ.        
   Secretary and Director                          LATHAM & WATKINS           
   OASIS RESIDENTIAL, INC.              650 TOWN CENTER DRIVE, TWENTIETH FLOOR
    4041 East Sunset Road                    COSTA MESA, CALIFORNIA 92626     
   Henderson, Nevada 89014                          (714) 540-1235            
       (702) 435-9800                        

              (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
               NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                ----------------
- --------------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
                                                                         PROPOSED
                                                    PROPOSED             MAXIMUM
                              AMOUNT                 MAXIMUM            AGGREGATE             AMOUNT OF
  TITLE OF SECURITIES          TO BE             OFFERING PRICE          OFFERING           REGISTRATION
    TO BE REGISTERED        REGISTERED            PER SHARE (1)         PRICE (1)               FEE
- --------------------------------------------------------------------------------------------------------
Common Stock ............      20,000               $21.813             $436,260                $151
- --------------------------------------------------------------------------------------------------------
(1)         Estimated solely for the purpose of calculating the registration fee
            pursuant to Rule 457(h). The Proposed Maximum Aggregate Offering
            Price is the average of the high and low sales price of the Common
            Stock in the over-the-countermarket, as reported on the New York
            Stock Exchange, on June 27, 1996 (which were $22.00 and $21.625,
            respectively).

(2)         In addition, pursuant to Rule 416(c) under the Securities Act of
            1933, this registration statement covers an indeterminate amount of
            interests to be offered or sold pursuant to the employee benefits
            plan described herein.

================================================================================

                             EXHIBIT INDEX ON PAGE 7
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

           The information called for in Part I of Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

           The following documents filed with the Commission are incorporated
herein by reference:

                      (a) Annual Report on Form 10-K for the fiscal year ended
           December 31, 1995, filed by Oasis Residential, Inc. (the "Company")
           with the Commission.

                      (b) Quarterly Report on Form 10-Q for the fiscal quarter
           ended March 31, 1996, filed by Oasis Residential, Inc. (the
           "Company") with the Commission.

                      (c) The description of the Common Stock contained in the
           Amendment No. 3 to Form S-11 Registration Statement (File No.
           33-79564) dated July 18, 1994, including any subsequently filed
           amendments and reports updating such description.

                      (d) Annual Report on Form 11-K of the Oasis Residential,
           Inc. 401(k) Retirement Plan, for the plan year ended December 31, 
           1996, filed June 28, 1996.

           In addition to the foregoing documents, all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES

           Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not applicable.

                                        2
3
ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Subsection 1 of Section 78.751 of the Nevada Revised Statues -
Chapter 78 Private Corporations (the "Nevada Law") empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
of any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

           Subsection 2 of Section 78.751 empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted under similar
standards, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the corporation
unless and only to the extent that the court in which such action or suit was
brought determines that, despite the adjudication of liability, such person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

           Section 78.751 further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (1) and (2) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification provided for by Section 78.751 shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled; that the scope of indemnification shall continue as to directors,
officers, employees or agents who have ceased to hold such positions, and to
their heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation against any liability asserted against him or incurred
by him in any such capacity or arising out of his status as such whether or not
the corporation would have the power to indemnify him against such liabilities
under Section 78.751.

           Article IX of the Articles of Incorporation of the Registrant
provides for indemnification of its officers and directors, substantially
identical in scope to that permitted under Section 78.751 of the Nevada Law. The
Bylaws provide, pursuant to Subsection 2 of Section 78.751, that the expenses of
officers and directors incurred in defending any action, suit or proceeding,
whether civil, criminal, administrative or investigative, must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director of officer to repay all amounts so advanced if it is ultimately
determined by a court of competent jurisdiction that the officer or director is
not entitled to be indemnified by the corporation.

           The Company has entered into indemnification agreements with certain
of its directors and officers that require the Company to indemnify such
directors and officers to the fullest extent permitted by applicable provisions
of Nevada Law, provided that any settlement of a third party action against a

                                        3
4
director or officer is approved by the Company, and subject to limitations for
actions initiated by the director or officer, penalties paid by insurance, and
violations of section 16(b) of the Exchange Act and similar laws.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.

ITEM 8.    EXHIBITS

           See Index to Exhibits on page 7.

ITEM 9.    UNDERTAKINGS

           (a)   The undersigned Registrant hereby undertakes:

                 (1)     To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                         (i) to include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933, as amended (the
                 "Securities Act");

                         (ii) to reflect in the prospectus any facts or events
                 arising after the effective date of the Registration Statement
                 (or the most recent post-effective amendment thereof) which,
                 individually or in the aggregate, represent a fundamental
                 change in the information set forth in the Registration
                 Statement; and

                         (iii) to include any material information with respect
                 to the plan of distribution not previously disclosed in this
                 Registration Statement or any material change to such
                 information in this Registration Statement;

                 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                 not apply if the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed by the Registrant pursuant to Section 13
                 or Section 15(d) of the Exchange Act that are incorporated by
                 reference in the Registration Statement.

                 (2)     That, for the purpose of determining any liability 
under the Securities Act, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                 (3)     To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at termination of the offering.

           (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall

                                        4
5
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

           Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Henderson, State of Nevada, on this 28th day of June,
1996.

                                  OASIS RESIDENTIAL, INC.                       
                                  a Nevada corporation
                                  
                                  
                                  By:  /s/ Robert V. Jones
                                       -----------------------------------------
                                       Robert V. Jones
                                       Chairman of the Board of Directors
                                       and Chief Executive Officer
                                  
                                  

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                                POWER OF ATTORNEY

                  Each person whose signature appears below hereby authorizes
and appoints Robert V. Jones, Scott S. Ingraham and Allan O. Hunter, Jr., as
attorneys-in-fact and agents, each acting alone, with full powers of
substitution to sign on his or her behalf, individually and in the capacities
stated below, and to file any and all amendments, including post-effective
amendments, to this Registration Statement and other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents full power and authority to perform any other act
on behalf of the undersigned required to be done in the premises.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                               TITLE                                 DATE
/s/ Robert V. Jones                  Chairman of the Board of Directors             June 28, 1996
- ------------------------------       and Chief Executive Officer
Robert V. Jones

/s/ Scott S. Ingraham                President, Chief Financial Officer and         June 28, 1996
- ------------------------------       Director                               
Scott S. Ingraham                    

/s/ Allan O. Hunter, Jr.             Executive Vice President, Secretary            June 28, 1996
- ------------------------------       and Director                       
Allan O. Hunter, Jr.                 

/s/ Walter B. Eeds                   Executive Vice President and Director          June 28, 1996
- ------------------------------       
Walter B. Eeds

/s/ Alvin R. Garraway                Vice President, Controller and                 June 28, 1996
- ------------------------------       Treasurer                     
Alvin R. Garraway                    

/s/ John M. Galvin                   Director                                       June 28, 1996
- ------------------------------       
John M. Galvin

/s/ Kenny C. Guinn                   Director                                       June 28, 1996
- ------------------------------
Kenny C. Guinn
               

/s/ Edward R. Muller                 Director                                       June 28, 1996
- ------------------------------
Edward R. Muller

/s/ Peter L. Rhein                   Director                                       June 28, 1996
- ------------------------------
Peter L. Rhein

/s/ Robert H. Smith                  Director                                       June 28, 1996
- ------------------------------
Robert H. Smith
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                               INDEX TO EXHIBITS

EXHIBIT                                                                     
- -------                                                                     

4.1      The Oasis Residential, Inc. 401(k) Retirement Plan                 

4.2      Articles of Incorporation. Incorporated herein by reference to
         the Company's Annual Report on Form 10-K for the period
         ended December 31, 1995.                                           

4.3      By-Laws.  Incorporated herein by reference to the Company's
         Annual Report on Form 10-K for the period ended December 31, 1995. 

5.1      Opinion of Herbert L. Waldman, Esq.                                

23.1     Consent of Herbert L. Waldman, Esq. (included in Exhibit 5.1).     

23.2     Consent of Coopers & Lybrand LLP.                                  

23.3     Consent of Coopers & Lybrand LLP.

24       Power of Attorney (included on the signature page to this
         Registration Statement).                                           

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