<PAGE>

      As filed with the Securities and Exchange Commission on June 28, 1996
                                                     Registration No. 333-______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ___________________

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

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

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

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

                              AMENDED AND RESTATED
                    1995 ELIGIBLE DIRECTORS STOCK OPTION PLAN
                            (Full title of the plan)

                               ___________________

                             ROBERT W. GARCIN, ESQ.
                          PACIFIC GREYSTONE CORPORATION
                       6767 Forest Lawn Drive, Suite 300
                          Los Angeles, California 90068
                     (Name and address of agent for service)

                               ___________________

  Telephone number, including area code, of agent for service:  (213) 436-6300
                               ___________________

                                    Copy to:
                            Richard A. Boehmer, Esq.
                              O'Melveny & Myers LLP
                        400 South Hope Street, Suite 1500
                         Los Angeles, California  90071

                        CALCULATION  OF REGISTRATION  FEE
- --------------------------------------------------------------------------------
                                    Proposed       Proposed
                                    maximum        maximum
Title of               Amount       offering       aggregate       Amount of
securities             to be        price          offering        registration
to be registered       registered   per unit       price           fee
- --------------------------------------------------------------------------------
Common Stock, $.01     75,000(1)    $11.6875(2)    $876,562.50(2)  $302.26(2)
par value              shares
- --------------------------------------------------------------------------------
(1)  This Registration Statement covers, in addition to the number of shares of
     Common Stock stated above, options and other rights to purchase or acquire
     the shares of Common Stock covered by the Prospectus and, pursuant to Rule
     416, an additional indeterminate number of shares which by reason of
     certain events specified in the Plan may become subject to the Plan.

(2)  Pursuant to Rule 457(h), the maximum offering price, per share and in the
     aggregate, and the registration fee were calculated based upon the average
     of the high and low prices of the Common Stock on June 25, 1996 as reported
     on the New York Stock Exchange and published in the Western Edition of the
     Wall Street Journal.

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

<PAGE>

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS


          The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
employees as specified by Securities and Exchange Commission Rule 428(b)(1).
Such documents need not be filed with the Securities and Exchange Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Form S-8
(Part II hereof), taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.


                                        2

<PAGE>

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents of Pacific Greystone Corporation (the
"Company") filed with the Securities and Exchange Commission are incorporated
herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the year ended December
          31, 1995;

     (b)  The Company's Quarterly Report on Form 10-Q for the period ending
          March 31, 1996; and

     (c)  The description of the Company's Common Stock contained in its Form 8-
          A, dated June 20, 1996 and any amendment or report filed for the
          purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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, are deemed to be incorporated by reference into the prospectus and to be
a part hereof from the date of filing of such documents.  Any statement
contained herein or in a document, all or a portion of which is 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 amended, 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.


                                        3

<PAGE>

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Delaware law provides for the indemnification of officers and
directors in terms sufficiently broad to include indemnification under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act of 1933.  Pursuant to Section 145 of the
Delaware General Corporation Law, a corporation may indemnify an officer or
director if that person acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to criminal actions or proceedings, had no reason to believe the conduct
was unlawful.

          The Company has adopted provisions in its Bylaws which limit the
liability of its directors and officers to the fullest extent permitted by
Delaware law.  The Company will indemnify its directors and officers for claims
against them arising out of their duties as directors or officers of the
Company.  Such indemnification includes any judgments, fines and amounts paid in
settlement actually or reasonably incurred by a director or officer, provided
such director or officer acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the Company.  The Company may
also advance expenses (including attorneys' fees) to its directors and officers
relating to such claims.  The Company has purchased and maintains insurance
covering any liabilities asserted against and incurred by its directors and
officers acting in such capacities, whether or not the Company would have the
power or obligation to indemnify such directors or officers under its Bylaws.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.


ITEM 8.   EXHIBITS

          See the attached Exhibit Index.


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 (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


                                        4

<PAGE>

               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
               the Registration Statement or any material change to such
               information in the 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 Securities
     Exchange Act of 1934 (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; and

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

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
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.

     (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 provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of 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.


                                        5

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Los Angeles, State of California, on this 25th day of
June, 1996.

                                  PACIFIC GREYSTONE CORPORATION




                                  By:    /s/  Jack R. Harter
                                       ---------------------------
                                       Jack R. Harter
                                       Chairman, President and
                                       Chief Executive Officer


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

         SIGNATURE              TITLE                            DATE
         ---------              -----                            ----





/s/ Jack R. Harter              Chairman, President and          June 25, 1996
- -------------------------       Chief Executive Officer
    Jack R. Harter              (Principal Executive Officer)



/s/ Antonio B. Mon              Vice Chairman and Chief          June 25, 1996
- -------------------------       Financial Officer
    Antonio B. Mon              (Principal Financial
                                Officer)


                                        6

<PAGE>

/s/ Bruce E. Gross              Vice President and               June 25, 1996
- -------------------------       Controller (Principal
    Bruce E. Gross              Accounting Officer)


/s/ Sidney Lapidus              Director                         June 25, 1996
- -------------------------
    Sidney Lapidus


/s/ Reuben S. Leibowitz         Director                         June 25, 1996
- -------------------------
    Reuben S. Leibowitz


/s/ John D. Santoleri           Director                         June 25, 1996
- -------------------------
    John D. Santoleri



/s/ David Kaplan                Director                         June 25, 1996
- -------------------------
    David Kaplan


                                        7

<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number                     Description
- -------                    -----------

4              Amended and Restated Pacific
               Greystone Corporation 1995 Eligible
               Directors Stock Option Plan

5.             Opinion of O'Melveny & Myers LLP
               (opinion re legality).

23.1           Consent of Independent Public
               Accountants.

23.2           Consent of Counsel (included in
               Exhibit 5).


                                        8
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 15504}]
{"company-data": {"conformed-name": "PACIFIC GREYSTONE CORP /DE/", "cik": "0000920760", "assigned-sic": "1520", "irs-number": "954337490", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07117", "film-number": "96588216"}, "business-address": {"street1": "6767 FOREST LAWN DR", "street2": "STE 300", "city": "LOS ANGELES", "state": "CA", "zip": "90068-1027", "phone": "2134366300"}, "mail-address": {"street1": "6767 FOREST LAWN DR", "street2": "STE 300", "city": "LOS ANGELES", "state": "CA", "zip": "90068-1027"}}
As filed with the Securities and Exchange Commission on June 28, 1996
                                                     Registration No. 333-______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ___________________

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

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

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

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

                              AMENDED AND RESTATED
                    1995 ELIGIBLE DIRECTORS STOCK OPTION PLAN
                            (Full title of the plan)

                               ___________________

                             ROBERT W. GARCIN, ESQ.
                          PACIFIC GREYSTONE CORPORATION
                       6767 Forest Lawn Drive, Suite 300
                          Los Angeles, California 90068
                     (Name and address of agent for service)

                               ___________________

  Telephone number, including area code, of agent for service:  (213) 436-6300
                               ___________________

                                    Copy to:
                            Richard A. Boehmer, Esq.
                              O'Melveny & Myers LLP
                        400 South Hope Street, Suite 1500
                         Los Angeles, California  90071

                        CALCULATION  OF REGISTRATION  FEE
- --------------------------------------------------------------------------------
                                    Proposed       Proposed
                                    maximum        maximum
Title of               Amount       offering       aggregate       Amount of
securities             to be        price          offering        registration
to be registered       registered   per unit       price           fee
- --------------------------------------------------------------------------------
Common Stock, $.01     75,000(1)    $11.6875(2)    $876,562.50(2)  $302.26(2)
par value              shares
- --------------------------------------------------------------------------------
(1)  This Registration Statement covers, in addition to the number of shares of
     Common Stock stated above, options and other rights to purchase or acquire
     the shares of Common Stock covered by the Prospectus and, pursuant to Rule
     416, an additional indeterminate number of shares which by reason of
     certain events specified in the Plan may become subject to the Plan.

(2)  Pursuant to Rule 457(h), the maximum offering price, per share and in the
     aggregate, and the registration fee were calculated based upon the average
     of the high and low prices of the Common Stock on June 25, 1996 as reported
     on the New York Stock Exchange and published in the Western Edition of the
     Wall Street Journal.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

          The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
employees as specified by Securities and Exchange Commission Rule 428(b)(1).
Such documents need not be filed with the Securities and Exchange Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Form S-8
(Part II hereof), taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.

                                        2
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents of Pacific Greystone Corporation (the
"Company") filed with the Securities and Exchange Commission are incorporated
herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the year ended December
          31, 1995;

     (b)  The Company's Quarterly Report on Form 10-Q for the period ending
          March 31, 1996; and

     (c)  The description of the Company's Common Stock contained in its Form 8-
          A, dated June 20, 1996 and any amendment or report filed for the
          purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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, are deemed to be incorporated by reference into the prospectus and to be
a part hereof from the date of filing of such documents.  Any statement
contained herein or in a document, all or a portion of which is 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 amended, 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.

                                        3
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Delaware law provides for the indemnification of officers and
directors in terms sufficiently broad to include indemnification under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act of 1933.  Pursuant to Section 145 of the
Delaware General Corporation Law, a corporation may indemnify an officer or
director if that person acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to criminal actions or proceedings, had no reason to believe the conduct
was unlawful.

          The Company has adopted provisions in its Bylaws which limit the
liability of its directors and officers to the fullest extent permitted by
Delaware law.  The Company will indemnify its directors and officers for claims
against them arising out of their duties as directors or officers of the
Company.  Such indemnification includes any judgments, fines and amounts paid in
settlement actually or reasonably incurred by a director or officer, provided
such director or officer acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the Company.  The Company may
also advance expenses (including attorneys' fees) to its directors and officers
relating to such claims.  The Company has purchased and maintains insurance
covering any liabilities asserted against and incurred by its directors and
officers acting in such capacities, whether or not the Company would have the
power or obligation to indemnify such directors or officers under its Bylaws.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

          See the attached Exhibit Index.

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 (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

                                        4
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
               the Registration Statement or any material change to such
               information in the 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 Securities
     Exchange Act of 1934 (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; and

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

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
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.

     (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 provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of 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.

                                        5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Los Angeles, State of California, on this 25th day of
June, 1996.

                                  PACIFIC GREYSTONE CORPORATION

                                  By:    /s/  Jack R. Harter
                                       ---------------------------
                                       Jack R. Harter
                                       Chairman, President and
                                       Chief Executive Officer

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

         SIGNATURE              TITLE                            DATE
         ---------              -----                            ----

/s/ Jack R. Harter              Chairman, President and          June 25, 1996
- -------------------------       Chief Executive Officer
    Jack R. Harter              (Principal Executive Officer)

/s/ Antonio B. Mon              Vice Chairman and Chief          June 25, 1996
- -------------------------       Financial Officer
    Antonio B. Mon              (Principal Financial
                                Officer)

                                        6
/s/ Bruce E. Gross              Vice President and               June 25, 1996
- -------------------------       Controller (Principal
    Bruce E. Gross              Accounting Officer)

/s/ Sidney Lapidus              Director                         June 25, 1996
- -------------------------
    Sidney Lapidus

/s/ Reuben S. Leibowitz         Director                         June 25, 1996
- -------------------------
    Reuben S. Leibowitz

/s/ John D. Santoleri           Director                         June 25, 1996
- -------------------------
    John D. Santoleri

/s/ David Kaplan                Director                         June 25, 1996
- -------------------------
    David Kaplan

                                        7
EXHIBIT INDEX

Exhibit
Number                     Description
- -------                    -----------

4              Amended and Restated Pacific
               Greystone Corporation 1995 Eligible
               Directors Stock Option Plan

5.             Opinion of O'Melveny & Myers LLP
               (opinion re legality).

23.1           Consent of Independent Public
               Accountants.

23.2           Consent of Counsel (included in
               Exhibit 5).

                                        8