<PAGE>
 
     As filed with the Securities and Exchange Commission on July 30, 1997

                                                   Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                                HOMEBASE, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                       33-0109661
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                       Identification Number)

3345 Michelson Drive, Irvine, California                      92715
(Address of Principal Executive Offices)                   (Zip Code)


                           1989 STOCK INCENTIVE PLAN
                           1997 STOCK INCENTIVE PLAN
                           (Full Titles of the Plans)

                               Allan P. Sherman
                     President and Chief Executive Officer
                                HomeBase, Inc.
                             3345 Michelson Drive
                           Irvine, California 92715
                    (Name and Address of Agent for Service)

                                (714) 442-5000
         (Telephone Number, Including Area Code, of Agent for Service)


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 
========================================================================================
                                         Proposed         Proposed
     Title of                            Maximum          Maximum
    Securities            Amount         Offering         Aggregate        Amount of
       to be              to be            Price          Offering       Registration
    Registered          Registered       Per Share          Price             Fee
    ----------          ----------       ---------        ---------      ------------
----------------------------------------------------------------------------------------
<S>                      <C>             <C>              <C>               <C>
 
Common Stock,            2,500,000       $8,375(2)      $20,937,500(2)       $6,345
$.01 par value           shares(1)
(including the
associated
Preferred Stock
Purchase Rights)
----------------------------------------------------------------------------------------
Common Stock,            1,000,000           N/A              N/A              N/A
$.01 par value           shares(3)
(including the
associated
Preferred Stock
Purchase Rights)
========================================================================================

</TABLE>

(1)  Consists of (i) 1,000,000 shares issuable under the 1997 Stock Incentive
     Plan and (ii) 1,500,000 shares initially issuable under the 1989 Stock
     Incentive Plan. Following the expiration of the 1989 Stock Incentive Plan,
     the unissued balance of the shares issuable under the 1989 Stock Incentive
     Plan (up to 2,500,000 shares) will be issuable under the 1997 Stock
     Incentive Plan.

(2)  Estimated solely for the purpose of calculating the registration fee, and
     based on the average of the high and low prices of the Common Stock on the
     New York Stock Exchange on July 29, 1997 in accordance with Rules 457(c)
     and 457(h) under the Securities Act of 1933.

(3)  These 1,000,000 shares were originally registered on June 19, 1995 in
     connection with the Registrant's 1989 Stock Incentive Plan pursuant to a
     Registration Statement on Form S-8 (File No. 33-60335) (the "1995
     Registration Statement"). The registration fee paid at that time for such
     shares was $5,344.83.  The Registrant is transferring such 1,000,000 shares
     from the 1995 Registration Statement.  The Registrant has filed a Post-
     Effective Amendment No. 1 to the 1995 Registration Statement reflecting
     such transfer.  Such shares are initially issuable under the 1989 Stock
     Incentive Plan.  Following the expiration of the 1989 Stock Incentive Plan,
     the unissued balance of the shares issuable under the 1989 Stock Incentive
     Plan (up to 2,500,000 shares) will be issuable under the 1997 Stock
     Incentive Plan.

================================================================================
<PAGE>
 
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The information required by Part I is included in documents sent or
given to participants in the Registrant's 1989 Stock Incentive Plan and 1997
Stock Incentive Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act").


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference
              ---------------------------------------

          The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:

          (1) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed.

          (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above.

          (3) The description of the common stock of the Registrant, $.01 par
value per share (the "Common Stock"), contained in a registration statement
filed under the Exchange Act, including any amendment or report filed for the
purpose of updating such description.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be 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
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

                                     II-1
<PAGE>
 
     Item 4.  Description of Securities
              -------------------------

            Not applicable.


     Item 5.  Interests of Named Experts and Counsel
              --------------------------------------

            The legality of the Common Stock being offered hereby will be passed
upon for the Company by Hale and Dorr LLP, Boston, Massachusetts.


     Item 6.  Indemnification of Directors and Officers
              -----------------------------------------

            Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to 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, partnership, joint
venture, trust or other 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.
Section 145 further provides that a corporation similarly may 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 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, partnership, joint venture, trust or other
enterprise, 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 in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite an adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

            The Registrant has entered or will enter into indemnification
agreements with each of its directors and officers indemnifying them against
expenses, settlements, judgments and fines incurred in connection with any
threatened, pending or completed action, suit, arbitration or proceeding, where
the individual's involvement is by reason of the fact that such person is or was
a director or officer of the Registrant or served at the request of the
Registrant as a director of another organization (except that

                                     II-2
<PAGE>
 
indemnification is not provided against judgments and fines in a derivative suit
unless permitted by Delaware law). An individual may not be indemnified if such
person is found not to have acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Registrant, except to the extent Delaware law permits broader contractual
indemnification. These indemnification agreements provide procedures,
presumptions and remedies intended to strengthen the indemnification rights
beyond those provided by the Registrant's Restated Certificate of Incorporation,
as amended (the "Certificate"), and by Delaware law.

          The Certificate provides that each person who was or is made a party
to, or is involved in, any action, suit, proceeding or claim by reason of the
fact that he or she is or was a director, officer or employee of the Registrant
(or is or was serving at the request of the Registrant as a director, officer,
trustee, employee or agent of any other enterprise, including service with
respect to employee benefit plans) shall be indemnified and held harmless by the
Registrant to the full extent permitted by Delaware law, as in effect from time
to time, against all expenses (including attorneys' fees and expenses),
judgments, fines, penalties and amounts to be paid in settlement incurred by
such person in connection with the investigation, preparation to defend or
defense of such action, suit, proceeding or claim.

          The rights to indemnification and the payment of expenses provided by
the Certificate do not apply to any action, suit, proceeding or claim initiated
by or on behalf of a person otherwise entitled to the benefit of such
provisions. Any person seeking indemnification under the Certificate shall be
deemed to have met the standard of conduct required for such indemnification
unless the contrary shall be established. The Certificate provides that the
rights to indemnification and the payment of expenses provided thereby shall not
be exclusive of any other right which any person may have or acquire under any
statute, provision of the Certificate or the Registrant's By-laws, or otherwise.
Any repeal or modification of such indemnification provisions shall not
adversely affect any right or protection of a director or officer with respect
to any conduct of such director or officer occurring prior to such repeal or
modification.

          Section 102(b) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (relating to
unlawful payment of dividend and unlawful stock purchase and redemption) or (iv)
for any transaction from which the director derived an improper personal
benefit. The Certificate provides that directors shall be exculpated from
liability as provided under Delaware law.

                                     II-3
<PAGE>
 
     Item 7.  Exemption from Registration Claimed
              -----------------------------------

            Not applicable.


     Item 8.  Exhibits
              --------

            The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

 
     Item 9.  Undertakings
              ------------

            1.  The 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;

                    (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 the
            Registration Statement or any material change to such information in
            the Registration Statement;

                provided, however, that paragraphs (i) and (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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or 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 the
termination of the offering.

            2.  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual

                                     II-4
<PAGE>
 
report pursuant to Section 13(a) or 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 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.

          3.    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 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.

                                     II-5
<PAGE>
 
                                   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 Irvine, California on the 30th day of July, 1997.

 
                                        HOMEBASE, INC.



                                        By: /s/ Allan P. Sherman
                                           ---------------------------------
                                           Allan P. Sherman
                                           President and Chief Executive Officer

                               POWER OF ATTORNEY

         We, the undersigned officers and directors of HomeBase, Inc. hereby
severally constitute Herbert J. Zarkin, Allan P. Sherman and John L. Price, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
subsequent amendments to said Registration Statement, and generally to do all
such things in our names and behalf in our capacities as officers and directors
to enable HomeBase, Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.
                                     II-6
<PAGE>
 
          Pursuant to the requirements of the Securities Act, 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/ Herbert J. Zarkin             Chairman of the Board      July 30, 1997
--------------------------------  of Directors
Herbert J. Zarkin 

/s/ Allan P. Sherman              President, Chief           July 30, 1997
--------------------------------  Executive Officer and
Allan P. Sherman                  Director (Principal
                                  Executive Officer)
 

/s/ William B. Langsdorf          Executive Vice President   July 30, 1997
--------------------------------  and Chief Financial
William B. Langsdorf              Officer (Principal
                                  Financial and
                                  Accounting Officer)

                                  Director                   July   , 1997
--------------------------------                                          
John D. Barr
 

              *                   Director                   July 30, 1997
--------------------------------                                          
Arthur F. Loewy                                                            


              *                   Director                   July 30, 1997
--------------------------------
Lorne R. Waxlax


/s/ Edward J. Weisberger          Director                   July 30, 1997
--------------------------------
Edward J. Weisberger

</TABLE> 

* By: /s/ Edward J. Weisberger
     ---------------------------
     Edward J. Weisberger
     Attorney-in-Fact

                                     II-7
<PAGE>
 
                                 EXHIBIT INDEX

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

   4.1     Restated Certificate of Incorporation of the Registrant, as amended

   4.2     By-Laws, as amended, of the Registrant

   4.3(1)  Rights Agreement, dated as of May 23, 1989, between the Registrant
           and Morgan Shareholder Services Trust Company, as Rights Agent

   4.4(2)  Specimen Certificate of Common Stock, $.01 par value per share, of
           the Registrant

   5.1     Opinion of Hale and Dorr LLP

  23.1     Consent of Hale and Dorr LLP (included in Exhibit 5.1)

  23.2     Consent of Coopers & Lybrand L.L.P.

  24.1     Power of Attorney (included in the signature pages of this
           Registration Statement)

  24.2     Power of Attorney

_________________

(1)  Incorporated herein by reference to the Registrant's Form 10 (#1-10259)
(2)  Incorporated herein by reference to the Registrant's Form S-3 
     (#333-25511-01)

                                     II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23099}]
{"company-data": {"conformed-name": "HOMEBASE INC", "cik": "0000850316", "assigned-sic": "5331", "irs-number": "330109661", "state-of-incorporation": "DE", "fiscal-year-end": "0130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32473", "film-number": "97648520"}, "business-address": {"street1": "SUPPORT CENTER OFFICES", "street2": "3345 MICHELSON DRIVE", "city": "IRVINE", "state": "CA", "zip": "92715", "phone": "5086516500"}, "mail-address": {"street1": "ONE MERCER ROAD", "city": "NATICK", "state": "MA", "zip": "01760"}, "former-company": {"former-conformed-name": "WABAN INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on July 30, 1997

                                                   Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                HOMEBASE, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                       33-0109661
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                       Identification Number)

3345 Michelson Drive, Irvine, California                      92715
(Address of Principal Executive Offices)                   (Zip Code)

                           1989 STOCK INCENTIVE PLAN
                           1997 STOCK INCENTIVE PLAN
                           (Full Titles of the Plans)

                               Allan P. Sherman
                     President and Chief Executive Officer
                                HomeBase, Inc.
                             3345 Michelson Drive
                           Irvine, California 92715
                    (Name and Address of Agent for Service)

                                (714) 442-5000
         (Telephone Number, Including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
========================================================================================
                                         Proposed         Proposed
     Title of                            Maximum          Maximum
    Securities            Amount         Offering         Aggregate        Amount of
       to be              to be            Price          Offering       Registration
    Registered          Registered       Per Share          Price             Fee
    ----------          ----------       ---------        ---------      ------------
----------------------------------------------------------------------------------------
Common Stock,            2,500,000       $8,375(2)      $20,937,500(2)       $6,345
$.01 par value           shares(1)
(including the
associated
Preferred Stock
Purchase Rights)
----------------------------------------------------------------------------------------
Common Stock,            1,000,000           N/A              N/A              N/A
$.01 par value           shares(3)
(including the
associated
Preferred Stock
Purchase Rights)
========================================================================================
(1)  Consists of (i) 1,000,000 shares issuable under the 1997 Stock Incentive
     Plan and (ii) 1,500,000 shares initially issuable under the 1989 Stock
     Incentive Plan. Following the expiration of the 1989 Stock Incentive Plan,
     the unissued balance of the shares issuable under the 1989 Stock Incentive
     Plan (up to 2,500,000 shares) will be issuable under the 1997 Stock
     Incentive Plan.

(2)  Estimated solely for the purpose of calculating the registration fee, and
     based on the average of the high and low prices of the Common Stock on the
     New York Stock Exchange on July 29, 1997 in accordance with Rules 457(c)
     and 457(h) under the Securities Act of 1933.

(3)  These 1,000,000 shares were originally registered on June 19, 1995 in
     connection with the Registrant's 1989 Stock Incentive Plan pursuant to a
     Registration Statement on Form S-8 (File No. 33-60335) (the "1995
     Registration Statement"). The registration fee paid at that time for such
     shares was $5,344.83.  The Registrant is transferring such 1,000,000 shares
     from the 1995 Registration Statement.  The Registrant has filed a Post-
     Effective Amendment No. 1 to the 1995 Registration Statement reflecting
     such transfer.  Such shares are initially issuable under the 1989 Stock
     Incentive Plan.  Following the expiration of the 1989 Stock Incentive Plan,
     the unissued balance of the shares issuable under the 1989 Stock Incentive
     Plan (up to 2,500,000 shares) will be issuable under the 1997 Stock
     Incentive Plan.

================================================================================
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The information required by Part I is included in documents sent or
given to participants in the Registrant's 1989 Stock Incentive Plan and 1997
Stock Incentive Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference
              ---------------------------------------

          The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:

          (1) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed.

          (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above.

          (3) The description of the common stock of the Registrant, $.01 par
value per share (the "Common Stock"), contained in a registration statement
filed under the Exchange Act, including any amendment or report filed for the
purpose of updating such description.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be 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
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

                                     II-1
Item 4.  Description of Securities
              -------------------------

            Not applicable.

     Item 5.  Interests of Named Experts and Counsel
              --------------------------------------

            The legality of the Common Stock being offered hereby will be passed
upon for the Company by Hale and Dorr LLP, Boston, Massachusetts.

     Item 6.  Indemnification of Directors and Officers
              -----------------------------------------

            Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to 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, partnership, joint
venture, trust or other 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.
Section 145 further provides that a corporation similarly may 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 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, partnership, joint venture, trust or other
enterprise, 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 in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite an adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

            The Registrant has entered or will enter into indemnification
agreements with each of its directors and officers indemnifying them against
expenses, settlements, judgments and fines incurred in connection with any
threatened, pending or completed action, suit, arbitration or proceeding, where
the individual's involvement is by reason of the fact that such person is or was
a director or officer of the Registrant or served at the request of the
Registrant as a director of another organization (except that

                                     II-2
indemnification is not provided against judgments and fines in a derivative suit
unless permitted by Delaware law). An individual may not be indemnified if such
person is found not to have acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Registrant, except to the extent Delaware law permits broader contractual
indemnification. These indemnification agreements provide procedures,
presumptions and remedies intended to strengthen the indemnification rights
beyond those provided by the Registrant's Restated Certificate of Incorporation,
as amended (the "Certificate"), and by Delaware law.

          The Certificate provides that each person who was or is made a party
to, or is involved in, any action, suit, proceeding or claim by reason of the
fact that he or she is or was a director, officer or employee of the Registrant
(or is or was serving at the request of the Registrant as a director, officer,
trustee, employee or agent of any other enterprise, including service with
respect to employee benefit plans) shall be indemnified and held harmless by the
Registrant to the full extent permitted by Delaware law, as in effect from time
to time, against all expenses (including attorneys' fees and expenses),
judgments, fines, penalties and amounts to be paid in settlement incurred by
such person in connection with the investigation, preparation to defend or
defense of such action, suit, proceeding or claim.

          The rights to indemnification and the payment of expenses provided by
the Certificate do not apply to any action, suit, proceeding or claim initiated
by or on behalf of a person otherwise entitled to the benefit of such
provisions. Any person seeking indemnification under the Certificate shall be
deemed to have met the standard of conduct required for such indemnification
unless the contrary shall be established. The Certificate provides that the
rights to indemnification and the payment of expenses provided thereby shall not
be exclusive of any other right which any person may have or acquire under any
statute, provision of the Certificate or the Registrant's By-laws, or otherwise.
Any repeal or modification of such indemnification provisions shall not
adversely affect any right or protection of a director or officer with respect
to any conduct of such director or officer occurring prior to such repeal or
modification.

          Section 102(b) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (relating to
unlawful payment of dividend and unlawful stock purchase and redemption) or (iv)
for any transaction from which the director derived an improper personal
benefit. The Certificate provides that directors shall be exculpated from
liability as provided under Delaware law.

                                     II-3
Item 7.  Exemption from Registration Claimed
              -----------------------------------

            Not applicable.

     Item 8.  Exhibits
              --------

            The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

 
     Item 9.  Undertakings
              ------------

            1.  The 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;

                    (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 the
            Registration Statement or any material change to such information in
            the Registration Statement;

                provided, however, that paragraphs (i) and (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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or 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 the
termination of the offering.

            2.  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual

                                     II-4
report pursuant to Section 13(a) or 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 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.

          3.    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 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.

                                     II-5
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 Irvine, California on the 30th day of July, 1997.

 
                                        HOMEBASE, INC.

                                        By: /s/ Allan P. Sherman
                                           ---------------------------------
                                           Allan P. Sherman
                                           President and Chief Executive Officer

                               POWER OF ATTORNEY

         We, the undersigned officers and directors of HomeBase, Inc. hereby
severally constitute Herbert J. Zarkin, Allan P. Sherman and John L. Price, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
subsequent amendments to said Registration Statement, and generally to do all
such things in our names and behalf in our capacities as officers and directors
to enable HomeBase, Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.
                                     II-6
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                           Title                 Date
     ---------                           -----                 ----
/s/ Herbert J. Zarkin             Chairman of the Board      July 30, 1997
--------------------------------  of Directors
Herbert J. Zarkin 

/s/ Allan P. Sherman              President, Chief           July 30, 1997
--------------------------------  Executive Officer and
Allan P. Sherman                  Director (Principal
                                  Executive Officer)
 

/s/ William B. Langsdorf          Executive Vice President   July 30, 1997
--------------------------------  and Chief Financial
William B. Langsdorf              Officer (Principal
                                  Financial and
                                  Accounting Officer)

                                  Director                   July   , 1997
--------------------------------                                          
John D. Barr
 

              *                   Director                   July 30, 1997
--------------------------------                                          
Arthur F. Loewy                                                            

              *                   Director                   July 30, 1997
--------------------------------
Lorne R. Waxlax

/s/ Edward J. Weisberger          Director                   July 30, 1997
--------------------------------
Edward J. Weisberger
* By: /s/ Edward J. Weisberger
     ---------------------------
     Edward J. Weisberger
     Attorney-in-Fact

                                     II-7
EXHIBIT INDEX

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

   4.1     Restated Certificate of Incorporation of the Registrant, as amended

   4.2     By-Laws, as amended, of the Registrant

   4.3(1)  Rights Agreement, dated as of May 23, 1989, between the Registrant
           and Morgan Shareholder Services Trust Company, as Rights Agent

   4.4(2)  Specimen Certificate of Common Stock, $.01 par value per share, of
           the Registrant

   5.1     Opinion of Hale and Dorr LLP

  23.1     Consent of Hale and Dorr LLP (included in Exhibit 5.1)

  23.2     Consent of Coopers & Lybrand L.L.P.

  24.1     Power of Attorney (included in the signature pages of this
           Registration Statement)

  24.2     Power of Attorney

_________________

(1)  Incorporated herein by reference to the Registrant's Form 10 (#1-10259)
(2)  Incorporated herein by reference to the Registrant's Form S-3 
     (#333-25511-01)

                                     II-8