<PAGE>


        As filed with the Securities and Exchange Commission on June 27, 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)

         PACIFIC GREYSTONE CORPORATION 1996 EMPLOYEE STOCK PURCHASE 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     50,000(1)     $11.6875(2)   $584,375.00(2)   $201.51(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.

<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                Pacific Greystone Corporation 1996 
                   Employee Stock Purchase 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": 15318}]
{"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": "333-06985", "film-number": "96586989"}, "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 27, 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)

         PACIFIC GREYSTONE CORPORATION 1996 EMPLOYEE STOCK PURCHASE 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     50,000(1)     $11.6875(2)   $584,375.00(2)   $201.51(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.
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                Pacific Greystone Corporation 1996 
                   Employee Stock Purchase 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