<PAGE>
 
   As filed with the Securities and Exchange Commission on December 30, 1997
                                                  Registration No. 333-
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 ______________

                                  FORM S-8/S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                 ______________

                 CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.
             (Exact name of registrant as specified in its charter)


     Delaware                                        52-1616016
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                  Identification Number)

      533 South Fremont Avenue                        90071-1798
       Los Angeles, California                        (Zip Code)
(Address of Principal Executive Offices)


   CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC. 1996 EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)
                           __________________________

                            Walter V. Stafford, Esq.
         Senior Executive Vice President, General Counsel and Secretary
                 CB Commercial Real Estate Services Group, Inc.
                            533 South Fremont Avenue
                       Los Angeles, California 90017-1798
                                 (213) 613-3588
                 (Name, Address and Telephone Number, including
                        area code, of agent for service)


                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 
    Title of           Amount        Proposed Maximum         Proposed           Amount of
 Securities to         to be          Offering Price      Maximum Aggregate    Registration
 be Registered       Registered          Per Share         Offering Price         Fee(3)
----------------   --------------   -------------------   -----------------   ---------------
<S>                <C>              <C>                   <C>                 <C>
Common Stock        4,094 shares              $30.38(1)          $  124,355
Common Stock       510,906 shares             $10.00(2)          $5,109,060
Common Stock       35,000 shares              $23.50(2)          $  822,500
                                                                 ----------
    TOTAL                                                        $6,055,915      $1,786.50
</TABLE> 
--------------------------------------------------------------------------------
(1) The offering price per share is calculated on the average high and low
    prices reported in the consolidated reporting system for the New York Stock
    Exchange on December 22, 1997.
(2) The offering price per share is based on the price at which the shares have
    been purchased by the Participant and at which the Registrant may repurchase
    certain shares pursuant to the 1996 Equity Incentive Plan.
(3) The registration fee has been calculated pursuant to Rule 457(h)(1) and
    457(c).

<PAGE>
 
                                   PROSPECTUS

                 CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.

                         550,000 SHARES OF COMMON STOCK
                   ------------------------------------------


     This Prospectus relates to 550,000 shares of Common Stock, par value $.01
per share (the "Common Stock"), which have been, or are to be issued, and sold
from time to time by CB Commercial Real Estate Services Group, Inc., a Delaware
corporation (the "Company"), or its officers or former officers pursuant to the
Company's 1996 Equity Incentive Plan (the "Plan").  Pursuant to the Plan, shares
of Common Stock have been, and may be, sold from time to time to certain
eligible participants to purchase an aggregate of 550,000 shares of Common
Stock, subject to adjustment in certain circumstances.

     Currently, there are 545,906 shares of stock that have been awarded to
certain of the Company's executive officers ("Participant") under the Plan.  All
of such shares were purchased by the Participant pursuant to the terms of a
stock purchase agreement and were paid for by a full-recourse promissory note
made to the Company ("Promissory Note").  At the time of such purchase, all
shares were restricted and could be repurchased by the Company.  The Company's
right to repurchase generally lapse at a rate of five percent per calendar
quarter, provided that the Participant's employment status has not terminated.
All of the shares are restricted and are held in escrow by the Company on behalf
of each Participant pending the lapse of the Company's right to repurchase and
the Participant's payment of the applicable principal and accrued interest on
the Promissory Note.

     These shares may be offered from time to time by the Participants for their
own accounts, after the release of the Company's right of repurchase and the
Participant's payment of principal and interest on the Promissory Note.  It is
anticipated that the Participant will offer shares for sale at prevailing prices
on the New York Stock Exchange on the date of sale.

     The Company may receive a portion of the proceeds from sales made hereunder
to cover state, federal, and FICA withholding tax requirements of the
Participants.  The Participants will bear all sales commissions and similar
expenses.  Any other expenses incurred by the Company in connection with the
registration and offering and not borne by the Participant will be borne by the
Company.  None of the shares offered pursuant to this Prospectus have been
registered prior to the filing of the Registration Statement of which this
Prospectus is a part.
                        -------------------------------

     Each Participant and any broker executing selling orders on behalf of a
Participant may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, in which event commissions received by such broker may
be deemed to be underwriting commissions under the Securities Act.

     The Common Stock is traded on the New York Stock Exchange (NYSE Symbol:
CBG).  On December 26, 1997, the last reported sale price of the Common Stock
was $31.875 per share.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.


                The date of this Prospectus is December 30, 1997

                                      -1-
<PAGE>
 
          No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Participant. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, nor shall there be any sale of these securities
by any person in any jurisdiction in which it is unlawful for such person to
make such offer, solicitation or sale. Neither the delivery of this Prospectus
nor any sale made hereunder shall under any circumstances create an implication
that the information contained herein is correct as of any time subsequent to
the date hereof.

     The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of any
such person, a copy of any and all of the information that has been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents.  Requests for such copies should be directed to Director of Corporate
Communications, CB Commercial Real Estate Services Group, Inc., 533 South
Fremont Avenue, Los Angeles, California 90071-1798.  The Company's telephone
number at that location is (213) 613-3404.

     The Company is subject to the informational reporting requirements 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").  Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Room of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the Commission's regional offices at 500 West Madison Street, Suite
1400, Chicago, IL 60661 and Seven World Trade Center, 13th Floor, New York, NY
10048; and copies of such material can be obtained from the Public Reference
Section of the Commission, Washington, D.C. 20549, at prescribed rates.  In
addition, the Commission maintains a web site that contains such material
regarding registrants, including the Company, which file electronically with the
Commission.  The address of such web site is http://www.sec.gov.  The Company's
Common Stock is traded on the New York Stock Exchange and the foregoing
materials are also available for inspection at the offices of the Exchange
located at 20 Broad Street, New York, New York 10005.

     This Prospectus contains information concerning the Company and the sale of
its Common Stock by the Participants, but does not contain all the information
set forth in the Registration Statement which the Company has filed with the
Commission under the Securities Act of 1933, as amended (the "Securities Act").
The Registration Statement, including various exhibits, may be inspected at the
Commission's office in Washington, D.C.

                                      -2-
<PAGE>
 
                                  THE COMPANY

     The Company's business was founded under the name Tucker, Lynch & Coldwell
by Colbert Coldwell in San Francisco in 1906 as a commercial real estate
brokerage firm.  The firm was renamed Coldwell, Cornwall & Banker with the
arrival of Benjamin Arthur Banker in 1913, became Coldwell, Banker & Company in
1940 and was acquired by Sears, Roebuck & Co. ("Sears") in 1981.

     In March 1989, the Company was incorporated in Delaware for the purpose of
acquiring Coldwell Banker Commercial Group, Inc. from Sears by a group of six
officers of Coldwell Banker Commercial Group, Inc. led by Mr. James J. Didion,
the Company's Chairman and Chief Executive Officer, and an investor group formed
by Mr. Frederic V. Malek and The Carlyle Group, L.P., a Washington D.C.-based
private merchant bank.  The acquisition was completed in April 1989 and the name
of Coldwell Banker Commercial Group, Inc. was changed to CB Commercial Real
Estate Group, Inc. in 1991.  The Company is a holding company that conducts its
integrated real estate services operations solely through CB Commercial Real
Estate Group, Inc. and its subsidiaries.

                                  PARTICIPANTS

     All shares of Common Stock awarded to individuals under the Plan were
purchased by the Participants pursuant to the terms of a stock purchase
agreement and are restricted and may not be sold by Participants until these
restrictions lapse.  Five percent of each Participant's shares are generally
released from the Company's reacquisition right at the end of the first calendar
quarter following such purchase and on each calendar quarter end thereafter,
provided that the Participant's status as an employee has not terminated and the
Company has not exercised its reacquisition right.  In addition, the shares of
Common Stock were purchased by the Participants with the proceeds from full-
recourse Promissory Notes and the shares are held by the Company as collateral
for the Promissory Notes.  Each Participant will determine whether to sell the
shares of Common Stock which are released from reacquisition right restriction
and as collateral at his own discretion.  The Company may receive a portion of
the proceeds from sales made hereunder to cover state, federal, and FICA
withholding tax requirements of the Participants.

     Except as otherwise set forth below, all of the Participants are executive
officers of the Company or its subsidiaries, and, except as otherwise as set
forth below, do not beneficially own individually more than 1% of the
outstanding shares of Common Stock of the Company. The following table sets
forth certain information with respect to the Participants' beneficial ownership
of the Company's Common Stock as of November 30, 1997, including the shares of
Common Stock which may be sold, and as adjusted to reflect the sale of the
Common Stock by such Participants pursuant to this Prospectus, if such Common
Stock were to be sold.

     Pursuant to Commission rules, the Company has included all Participants who
would be eligible to sell their securities under this Prospectus and all shares
of Common Stock beneficially owned by such Participants, whether or not they
have a present intent to sell any or all of such shares hereunder.

                                      -3-
<PAGE>
 
<TABLE>
<CAPTION>
 
                                 Number of Shares     Shares Awarded        Number of Shares
                               Beneficially Owned      Pursuant to          Beneficially Owned
                                (including Shares     the Plan that       After any Sale of the
                                  Held Pursuant           May Be              Shares Awarded
Name                              to the Plan)     Available for Resale    Pursuant to the Plan
----                             ---------------   ---------------------   --------------------
<S>                              <C>               <C>                     <C>
 
Gary J. Beban(1)(2)                   190,491              53,910                 136,581
Richard C. Clotfelter(1)(3)           118,835              33,750                  85,085
James J. Didion(1)(3)(4)(5)           441,798             175,027                 266,771
John C. Haeckel(1)                     39,000              35,000                   4,000
George J. Kallis(1)(3)                111,434              42,750                  68,684
Richard A. Pogue(1)(3)                 91,538              35,750                  55,788
Kenneth D. Sandstad(1)(3)             117,826              44,586                  73,240
Walter V. Stafford(3)                  90,750              70,750                  20,000
John L. Stanfill, III(6)               44,911              24,472                  20,439
                                   ----------             -------                 -------
      Total:                        1,246,583(7)          515,995                 730,588
</TABLE>
_________________________
(1)  Represents the number of shares of Company Common Stock which the named
     Participant beneficially owns as well as those which the Participant has
     options to acquire that are exercisable as of November 30, 1997, and which
     options have not been exercised.  The respective numbers in the table
     include the following number of option shares for the following
     Participants: Beban - 67,500; Clotfelter - 55,000; Didion - 120,161;
     Haeckel - 4,000; Kallis - 40,000; Pogue - 40,000; Sandstad -40,000.
(2)  Mr. Beban beneficially owns 1.0% of the outstanding Common Stock prior to
     any sale of shares pursuant to this Prospectus.
(3)  Does not include Company common stock shares issued in the name of the
     Company in respect of Company common units credited to the following
     Participants in the respective amounts under the Company's Deferred
     Compensation Plan, but which are not beneficially owned by the Participant:
     Clotfelter - 1,895; Didion - 121,970; Kallis - 10,991; Pogue - 4,240;
     Sandstad - 1,672; Stafford -19,136.
(4)  Includes 6,000 shares held by a trust for the benefit of three members of
     Mr. Didion's immediate family.
(5)  Mr. Didion beneficially owns 2.3% of the outstanding Common Stock prior to
     any sale of shares pursuant to this Prospectus.
(6)  Effective November 20, 1997, Mr. Stanfill was no longer an executive
     officer of the Company's subsidiary, CB Commercial Real Estate Group, Inc.
     The number of shares that may be available for resale by Mr. Stanfill are
     limited to those shares for which the Company's reacquisition right has
     been released.
(7)  The nine Participants beneficially own in the aggregate 6.5% of the
     outstanding Common Stock prior to any sale of shares pursuant to this
     Prospectus.

     All shares of Common Stock awarded under the Plan are restricted and may
not be sold by Participants until these restrictions lapse.  Five percent of
each Participant's shares are generally released from the Company's
reacquisition right at the end of the first calendar quarter following the
Participant's purchase of such shares and on each calendar quarter end
thereafter, provided that the Participant's status as an employee has not
terminated and the Company has not exercised its reacquisition right with
respect to the restricted shares.  In addition, the shares of Common Stock were
purchased by the Participants with the proceeds from full-recourse Promissory
Notes and the shares are held by the Company as collateral for the Promissory
Notes. All of the shares issued under the Plan are held in escrow by the Company
for the account of each Participant pending the release of the reacquisition
right restrictions thereon and release as collateral.  This Prospectus is being
filed to enable the Participants, if they so elect, to sell their 

                                      -4-
<PAGE>
 
unrestricted shares of Common Stock in the public market from time to time. All
shares awarded to Participants have been included even though only 5% per
quarter of the shares are released from the Company's reacquisition right.

     It is anticipated that Participants who do elect to sell shares will do so
on the New York Stock Exchange at the prevailing prices on the date of sale.
The Participants may also make private sales directly or through a broker or
brokers, who may act as agent or as principal. Further, the Participants may
choose to dispose of the shares registered hereby by gift to a third party or as
a donation to a charitable or other non-profit entity.  In connection with any
sales, the Participants and any brokers participating in such sales may be
deemed to be underwriters within the meaning of the Securities Act.  The Company
may receive a portion of the proceeds from sales made hereunder to cover state,
federal and FICA withholding tax requirements of the Participants.

     Any broker-dealer participating in such transactions as agent may receive
commissions from the Participants (and, if such broker acts as agent for the
purchaser of such shares, from such purchaser).  Usual and customary brokerage
fees will be paid by the Participants.  Broker-dealers may agree with the
Participants to sell a specified number of shares at a stipulated price per
share, and, to the extent such a broker-dealer is unable to do so acting as
agent for the Participants, to purchase as principal any unsold shares at the
price required to fulfill the broker-dealer commitment to the Participants.
Broker-dealers who acquire shares as principal may thereafter resell such shares
from time to time in transactions (which may involve block transactions and
which may involve sales to and through other broker-dealers, including
transactions of the nature described above) on the New York Stock Exchange, in
negotiated transactions or otherwise at market prices prevailing at the time of
sale or at negotiated prices, and in connection with such resales may pay to or
receive from the purchasers of such shares commissions computed as described
above.

     The Company has advised the Participants that the anti-manipulation rules,
Rules 10b-6 and 10b-7 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), may apply to sales in the market.  The Company has also
informed the Participants of the possible need for delivery of copies of this
Prospectus.  The Participants may indemnify any broker-dealer that participates
in transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act.  Any commissions paid or
any discounts or concessions allowed to any such broker-dealers, and, if any
such broker-dealers purchase shares as principal, any profits received on the
resale of such shares, may be deemed to be underwriting discounts and
commissions under the Securities Act.

     Upon the Company's being notified by the Participants that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, a supplemental prospectus will be filed under Rule 424(c)
under the Securities Act, setting forth the name of the participating broker-
dealer(s), the number of shares involved, the price at which such shares were
sold by the Participants, the commissions paid or discounts or concessions
allowed by the Participants to such broker-dealer(s), and where concessions
allowed by the Participants to such broker-dealer(s), and where applicable, that
such broker-dealer(s) did not conduct any investigation to verify the
information set out in this Prospectus.

                                      -5-
<PAGE>
 
     Any securities covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under that Rule rather than
pursuant to this Prospectus, provided that such securities are available for
resale under the Plan.  In general, under Rule 144 as currently in effect, a
person (or persons whose shares are aggregated), including any person who may be
deemed to be an "affiliate" of the Company, is entitled to sell within any three
month period "restricted shares" (as that term is defined in Rule 144, not the
Plan) beneficially owned by him or her in an amount that does not exceed the
greater of (i) 1% of the then outstanding shares of Common Stock or (ii) the
average weekly trading volume in shares of Common Stock during the four calendar
weeks preceding such sale, provided that at least one year has elapsed since
such shares were acquired from the Company or an affiliate of the Company.
Sales are also subject to certain requirements as to the manner of sale, notice
and availability of current public information regarding the Company.  However,
a person who has not been an "affiliate" of the Company at any time within three
months prior to the sale is entitled to sell his or her shares without regard to
the volume limitations or other requirements of Rule 144, provided that at least
two years have elapsed since such shares were acquired from the Company or an
affiliate of the Company.


                           AVAILABLE INFORMATION AND
                           INCORPORATION BY REFERENCE

    The following documents, filed with the Commission by the Company, are
hereby incorporated in this Prospectus:

          (a)  the Company's Annual Report on Form 10-K for the year ended
    December 31, 1996;

          (b)  the Company's Quarterly Reports on Form 10-Q for the quarterly
    periods ended March 31, 1997, June 30, 1997 and September 30, 1997;

          (c)  the Company's Current Reports on Form 8-K dated January 30, 1997,
    August 5, 1997, September 2, 1997, November 3, 1997 and December 9, 1997;
    and

          (d) the information with regard to the Company's Common Stock
    contained in the Form 8-A filed with the Securities and Exchange Commission,
    File No. 0-18525, pursuant to section 12 of the Securities and Exchange Act
    of 1934, including any subsequent amendments or reports filed for the
    purpose of updating such information.

    All documents subsequently filed by the Company 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 securities then remaining unsold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing such documents.

                                      -6-
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following documents, filed with the Securities and Exchange Commission
(the "Commission") by the Registrant, are hereby incorporated by reference in
this Registration Statement:

          1.  The Registrant's Annual Report on Form 10-K for the year ended
     December 31, 1996.

          2.  The Registrant's Quarterly Reports on Form 10-Q for the quarters
     ended March 31, 1997, June 30, 1997 and September 30, 1997.

          3.  The Registrant's Current Reports on Form 8-K dated January 30,
     1997, August 5, 1997, September 2, 1997, November 3, 1997 and December 9,
     1997.

          4.  The information with regard to the Registrant's Common Stock
     contained in the Form 8-A filed with the Commission, File No. 0-18525,
     pursuant to section 12 of the Securities and Exchange Act of 1934,
     including any subsequent amendments or reports filed for the purpose of
     updating such information.

     All documents subsequently filed by the Registrant pursuant to sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof form the date of filing of such
documents.

Item 4.   Description of Securities.
------    ------------------------- 

          Not applicable.

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

          Not applicable.

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

     Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
corporation to indemnify its directors, officers, employees and agents under
certain circumstances. Article Sixth of the Registrant's Fourth Restated
Certificate of Incorporation provides that the Registrant shall indemnify, to
the fullest extent permitted by applicable law as it presently exists or may be
amended, all directors and officers of the Registrant.  Article Fifth of the
Fourth Restated Certificate of Incorporation further provides that no director
of the Registrant shall be liable to the Registrant or its stockholders for
monetary damages for any breach of fiduciary duty as a director, 

                                     II-1
<PAGE>
 
except to the extent such exemption from liability or limitation thereof is not
permitted under the DGCL as it presently exists or may be amended.

     Additionally, the Registrant maintains a policy of liability insurance to
insure its officers and directors against losses resulting from wrongful acts
committed by them in their capacities as officers and directors of the
Registrant, including liabilities arising under applicable securities laws.

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

          Not applicable.

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

     4.1  Specimen form of certificate for Registrant's common stock filed as
          Exhibit 4.1 to Amendment No. 2 to Registrant's Form S-1 Registration
          Statement, File No. 333-12757.

     4.2  1996 Equity Incentive Plan, as amended, filed as Annex 8 to
          Registrant's definitive proxy statement/prospectus dated July 31, 1997
          as part of its Registration Statement on Form S-3 Amendment No. 4,
          File No. 333-28731.

     5    Opinion of Counsel

     23   Consent of Arthur Andersen LLP

     24   Power of Attorney (see page II-4 of this Registration Statement).

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

          (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made
     of the securities registered hereby, 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;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this 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 this Registration Statement;

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

                                     II-2
<PAGE>
 
     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 that are incorporated by reference in this Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, 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.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.


                                     II-3
<PAGE>
 
                               POWER OF ATTORNEY

          Each person whose signature appears below constitutes and appoints
James J. Didion, John C. Haeckel, Walter V. Stafford and Ronald J. Platisha his
or her true and lawful attorneys-in-fact and agents, each acting alone, with
full powers of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any or all Amendments
(including Post-Effective Amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

                                   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/S-3 and has duly caused this
Registration Statement on Form S-8/S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California, on this 29th day of December, 1997.

                              CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.


                              By:        /s/ James J. Didion
                                  --------------------------------------
                                         James J. Didion
                                         Chairman of the Board and Chief
                                         Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8/S-3 has been signed below by the following persons in the
capacities and on the date indicated:

 
      Signature                      Title                  Date
      ---------                      -----                  ----
 
                               Chairman of the Board,
   /s/ James J. Didion         Chief Executive Officer
----------------------------         and Director          December 29, 1997
       James J. Didion           
 
                                Senior Executive Vice
   /s/ John C. Haeckel          President and Chief
----------------------------        Financial Officer      December 29, 1997
       John C. Haeckel         
 

                                     II-4
<PAGE>
 
   /s/ Ronald J. Platisha       Executive Vice President
---------------------------     and Principal Accounting 
       Ronald J. Platisha               Officer            December 29, 1997
                                                           
                                                           
   /s/ Stanton D. Anderson  
--------------------------- 
       Stanton D. Anderson               Director          December 29, 1997
                                         
                                         
   /s/ Gary J. Beban           
--------------------------- 
       Gary J. Beban                     Director          December 29, 1997
                                         
                                         
   /s/ Richard C. Blum         
--------------------------- 
       Richard C. Blum                   Director          December 29, 1997
                                         
                                         
   /s/ Richard C. Clotfelter   
---------------------------- 
       Richard C. Clotfelter             Director          December 29, 1997
                                                                    
                                                                    
   /s/ Daniel A. D'Aniello     
--------------------------- 
       Daniel A. D'Aniello               Director          December 29, 1997
                                         
                                         
   /s/ Bradford M. Freeman     
--------------------------- 
       Bradford M. Freeman               Director          December 29, 1997
                                         
                                         
   /s/ Hiroaki Hoshino        
--------------------------- 
       Hiroaki Hoshino                   Director          December 29, 1997
                                         
                                         
   /s/ George J. Kallis        
--------------------------- 
       George J. Kallis                  Director          December 29, 1997
                                         
                                         
   /s/ Ricardo Koenigsberger   
--------------------------- 
       Ricardo Koenigsberger             Director          December 29, 1997

                                         
   /s/ Takayuki Kohri          
--------------------------- 
       Takayuki Kohri                    Director          December 29, 1997
                                         
                                         
   /s/ Donald M. Koll          
--------------------------- 
       Donald M. Koll                    Director          December 29, 1997
                                         
                                         
                                         II-5
<PAGE>
 
   /s/ Paul C. Leach           
--------------------------- 
       Paul C. Leach                     Director          December 29, 1997
                                         
                                         
   /s/ Frederic V. Malek       
--------------------------- 
       Frederic V. Malek                 Director          December 29, 1997
                                         
                                         
   /s/ Lawrence J. Melody      
--------------------------- 
       Lawrence J. Melody                Director          December 29, 1997
                                         
                                         
   /s/ Peter V. Ueberroth      
--------------------------- 
       Peter V. Ueberroth                Director          December 29, 1997
                                         
                                         
   /s/ Ray Elizabeth Uttenhove
------------------------------
       Ray Elizabeth Uttenhove           Director          December 29, 1997


   /s/ Gary L. Wilson
---------------------------
       Gary L. Wilson                    Director          December 29, 1997


   /s/ Raymond E. Wirta
---------------------------
       Raymond E. Wirta                  Director          December 29, 1997

                                     II-6
<PAGE>
 
                 CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.

                               INDEX TO EXHIBITS


Ex. No.  Description
-------  -----------

4.1*  Specimen form of certificate for Registrant's Common Stock filed as
      Exhibit 4.1 to Amendment No. 2 to Registrant's Form S-1 Registration
      Statement, File No. 333-12757

4.2*  1996 Equity Incentive Plan, as amended, filed as Annex 8 to Registrant's
      definitive proxy statement/prospectus dated July 31, 1997 as part of
      its Registration Statement on Form S-3 Amendment No. 4, File No. 333-
      28731.

5     Opinion of Counsel

23    Consent of Arthur Andersen LLP

24    Power of Attorney (reference is hereby made to page II-4)


_______________________
* Incorporated by reference.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 40149}]
{"company-data": {"conformed-name": "CB COMMERCIAL REAL ESTATE SERVICES GROUP INC", "cik": "0000852203", "assigned-sic": "6500", "irs-number": "521616016", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43433", "film-number": "97746390"}, "business-address": {"street1": "533 S FREMONT AVE", "city": "LOS ANGELES", "state": "CA", "zip": "90071-1798", "phone": "2136133123"}, "mail-address": {"street1": "533 S FREMONT AVE", "city": "LOS ANGELES", "state": "CA", "zip": "90071-1798"}, "former-company": [{"former-conformed-name": "CB COMMERCIAL HOLDINGS INC", "date-changed": "19920703"}, {"former-conformed-name": "CB ACQUISITION CORP", "date-changed": "19890731"}]}
As filed with the Securities and Exchange Commission on December 30, 1997
                                                  Registration No. 333-
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 ______________

                                  FORM S-8/S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                 ______________

                 CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.
             (Exact name of registrant as specified in its charter)

     Delaware                                        52-1616016
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                  Identification Number)

      533 South Fremont Avenue                        90071-1798
       Los Angeles, California                        (Zip Code)
(Address of Principal Executive Offices)

   CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC. 1996 EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)
                           __________________________

                            Walter V. Stafford, Esq.
         Senior Executive Vice President, General Counsel and Secretary
                 CB Commercial Real Estate Services Group, Inc.
                            533 South Fremont Avenue
                       Los Angeles, California 90017-1798
                                 (213) 613-3588
                 (Name, Address and Telephone Number, including
                        area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of           Amount        Proposed Maximum         Proposed           Amount of
 Securities to         to be          Offering Price      Maximum Aggregate    Registration
 be Registered       Registered          Per Share         Offering Price         Fee(3)
----------------   --------------   -------------------   -----------------   ---------------
Common Stock        4,094 shares              $30.38(1)          $  124,355
Common Stock       510,906 shares             $10.00(2)          $5,109,060
Common Stock       35,000 shares              $23.50(2)          $  822,500
                                                                 ----------
    TOTAL                                                        $6,055,915      $1,786.50
--------------------------------------------------------------------------------
(1) The offering price per share is calculated on the average high and low
    prices reported in the consolidated reporting system for the New York Stock
    Exchange on December 22, 1997.
(2) The offering price per share is based on the price at which the shares have
    been purchased by the Participant and at which the Registrant may repurchase
    certain shares pursuant to the 1996 Equity Incentive Plan.
(3) The registration fee has been calculated pursuant to Rule 457(h)(1) and
    457(c).
PROSPECTUS

                 CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.

                         550,000 SHARES OF COMMON STOCK
                   ------------------------------------------

     This Prospectus relates to 550,000 shares of Common Stock, par value $.01
per share (the "Common Stock"), which have been, or are to be issued, and sold
from time to time by CB Commercial Real Estate Services Group, Inc., a Delaware
corporation (the "Company"), or its officers or former officers pursuant to the
Company's 1996 Equity Incentive Plan (the "Plan").  Pursuant to the Plan, shares
of Common Stock have been, and may be, sold from time to time to certain
eligible participants to purchase an aggregate of 550,000 shares of Common
Stock, subject to adjustment in certain circumstances.

     Currently, there are 545,906 shares of stock that have been awarded to
certain of the Company's executive officers ("Participant") under the Plan.  All
of such shares were purchased by the Participant pursuant to the terms of a
stock purchase agreement and were paid for by a full-recourse promissory note
made to the Company ("Promissory Note").  At the time of such purchase, all
shares were restricted and could be repurchased by the Company.  The Company's
right to repurchase generally lapse at a rate of five percent per calendar
quarter, provided that the Participant's employment status has not terminated.
All of the shares are restricted and are held in escrow by the Company on behalf
of each Participant pending the lapse of the Company's right to repurchase and
the Participant's payment of the applicable principal and accrued interest on
the Promissory Note.

     These shares may be offered from time to time by the Participants for their
own accounts, after the release of the Company's right of repurchase and the
Participant's payment of principal and interest on the Promissory Note.  It is
anticipated that the Participant will offer shares for sale at prevailing prices
on the New York Stock Exchange on the date of sale.

     The Company may receive a portion of the proceeds from sales made hereunder
to cover state, federal, and FICA withholding tax requirements of the
Participants.  The Participants will bear all sales commissions and similar
expenses.  Any other expenses incurred by the Company in connection with the
registration and offering and not borne by the Participant will be borne by the
Company.  None of the shares offered pursuant to this Prospectus have been
registered prior to the filing of the Registration Statement of which this
Prospectus is a part.
                        -------------------------------

     Each Participant and any broker executing selling orders on behalf of a
Participant may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, in which event commissions received by such broker may
be deemed to be underwriting commissions under the Securities Act.

     The Common Stock is traded on the New York Stock Exchange (NYSE Symbol:
CBG).  On December 26, 1997, the last reported sale price of the Common Stock
was $31.875 per share.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

                The date of this Prospectus is December 30, 1997

                                      -1-
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Participant. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, nor shall there be any sale of these securities
by any person in any jurisdiction in which it is unlawful for such person to
make such offer, solicitation or sale. Neither the delivery of this Prospectus
nor any sale made hereunder shall under any circumstances create an implication
that the information contained herein is correct as of any time subsequent to
the date hereof.

     The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of any
such person, a copy of any and all of the information that has been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents.  Requests for such copies should be directed to Director of Corporate
Communications, CB Commercial Real Estate Services Group, Inc., 533 South
Fremont Avenue, Los Angeles, California 90071-1798.  The Company's telephone
number at that location is (213) 613-3404.

     The Company is subject to the informational reporting requirements 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").  Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Room of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the Commission's regional offices at 500 West Madison Street, Suite
1400, Chicago, IL 60661 and Seven World Trade Center, 13th Floor, New York, NY
10048; and copies of such material can be obtained from the Public Reference
Section of the Commission, Washington, D.C. 20549, at prescribed rates.  In
addition, the Commission maintains a web site that contains such material
regarding registrants, including the Company, which file electronically with the
Commission.  The address of such web site is http://www.sec.gov.  The Company's
Common Stock is traded on the New York Stock Exchange and the foregoing
materials are also available for inspection at the offices of the Exchange
located at 20 Broad Street, New York, New York 10005.

     This Prospectus contains information concerning the Company and the sale of
its Common Stock by the Participants, but does not contain all the information
set forth in the Registration Statement which the Company has filed with the
Commission under the Securities Act of 1933, as amended (the "Securities Act").
The Registration Statement, including various exhibits, may be inspected at the
Commission's office in Washington, D.C.

                                      -2-
THE COMPANY

     The Company's business was founded under the name Tucker, Lynch & Coldwell
by Colbert Coldwell in San Francisco in 1906 as a commercial real estate
brokerage firm.  The firm was renamed Coldwell, Cornwall & Banker with the
arrival of Benjamin Arthur Banker in 1913, became Coldwell, Banker & Company in
1940 and was acquired by Sears, Roebuck & Co. ("Sears") in 1981.

     In March 1989, the Company was incorporated in Delaware for the purpose of
acquiring Coldwell Banker Commercial Group, Inc. from Sears by a group of six
officers of Coldwell Banker Commercial Group, Inc. led by Mr. James J. Didion,
the Company's Chairman and Chief Executive Officer, and an investor group formed
by Mr. Frederic V. Malek and The Carlyle Group, L.P., a Washington D.C.-based
private merchant bank.  The acquisition was completed in April 1989 and the name
of Coldwell Banker Commercial Group, Inc. was changed to CB Commercial Real
Estate Group, Inc. in 1991.  The Company is a holding company that conducts its
integrated real estate services operations solely through CB Commercial Real
Estate Group, Inc. and its subsidiaries.

                                  PARTICIPANTS

     All shares of Common Stock awarded to individuals under the Plan were
purchased by the Participants pursuant to the terms of a stock purchase
agreement and are restricted and may not be sold by Participants until these
restrictions lapse.  Five percent of each Participant's shares are generally
released from the Company's reacquisition right at the end of the first calendar
quarter following such purchase and on each calendar quarter end thereafter,
provided that the Participant's status as an employee has not terminated and the
Company has not exercised its reacquisition right.  In addition, the shares of
Common Stock were purchased by the Participants with the proceeds from full-
recourse Promissory Notes and the shares are held by the Company as collateral
for the Promissory Notes.  Each Participant will determine whether to sell the
shares of Common Stock which are released from reacquisition right restriction
and as collateral at his own discretion.  The Company may receive a portion of
the proceeds from sales made hereunder to cover state, federal, and FICA
withholding tax requirements of the Participants.

     Except as otherwise set forth below, all of the Participants are executive
officers of the Company or its subsidiaries, and, except as otherwise as set
forth below, do not beneficially own individually more than 1% of the
outstanding shares of Common Stock of the Company. The following table sets
forth certain information with respect to the Participants' beneficial ownership
of the Company's Common Stock as of November 30, 1997, including the shares of
Common Stock which may be sold, and as adjusted to reflect the sale of the
Common Stock by such Participants pursuant to this Prospectus, if such Common
Stock were to be sold.

     Pursuant to Commission rules, the Company has included all Participants who
would be eligible to sell their securities under this Prospectus and all shares
of Common Stock beneficially owned by such Participants, whether or not they
have a present intent to sell any or all of such shares hereunder.

                                      -3-
Number of Shares     Shares Awarded        Number of Shares
                               Beneficially Owned      Pursuant to          Beneficially Owned
                                (including Shares     the Plan that       After any Sale of the
                                  Held Pursuant           May Be              Shares Awarded
Name                              to the Plan)     Available for Resale    Pursuant to the Plan
----                             ---------------   ---------------------   --------------------
Gary J. Beban(1)(2)                   190,491              53,910                 136,581
Richard C. Clotfelter(1)(3)           118,835              33,750                  85,085
James J. Didion(1)(3)(4)(5)           441,798             175,027                 266,771
John C. Haeckel(1)                     39,000              35,000                   4,000
George J. Kallis(1)(3)                111,434              42,750                  68,684
Richard A. Pogue(1)(3)                 91,538              35,750                  55,788
Kenneth D. Sandstad(1)(3)             117,826              44,586                  73,240
Walter V. Stafford(3)                  90,750              70,750                  20,000
John L. Stanfill, III(6)               44,911              24,472                  20,439
                                   ----------             -------                 -------
      Total:                        1,246,583(7)          515,995                 730,588
_________________________
(1)  Represents the number of shares of Company Common Stock which the named
     Participant beneficially owns as well as those which the Participant has
     options to acquire that are exercisable as of November 30, 1997, and which
     options have not been exercised.  The respective numbers in the table
     include the following number of option shares for the following
     Participants: Beban - 67,500; Clotfelter - 55,000; Didion - 120,161;
     Haeckel - 4,000; Kallis - 40,000; Pogue - 40,000; Sandstad -40,000.
(2)  Mr. Beban beneficially owns 1.0% of the outstanding Common Stock prior to
     any sale of shares pursuant to this Prospectus.
(3)  Does not include Company common stock shares issued in the name of the
     Company in respect of Company common units credited to the following
     Participants in the respective amounts under the Company's Deferred
     Compensation Plan, but which are not beneficially owned by the Participant:
     Clotfelter - 1,895; Didion - 121,970; Kallis - 10,991; Pogue - 4,240;
     Sandstad - 1,672; Stafford -19,136.
(4)  Includes 6,000 shares held by a trust for the benefit of three members of
     Mr. Didion's immediate family.
(5)  Mr. Didion beneficially owns 2.3% of the outstanding Common Stock prior to
     any sale of shares pursuant to this Prospectus.
(6)  Effective November 20, 1997, Mr. Stanfill was no longer an executive
     officer of the Company's subsidiary, CB Commercial Real Estate Group, Inc.
     The number of shares that may be available for resale by Mr. Stanfill are
     limited to those shares for which the Company's reacquisition right has
     been released.
(7)  The nine Participants beneficially own in the aggregate 6.5% of the
     outstanding Common Stock prior to any sale of shares pursuant to this
     Prospectus.

     All shares of Common Stock awarded under the Plan are restricted and may
not be sold by Participants until these restrictions lapse.  Five percent of
each Participant's shares are generally released from the Company's
reacquisition right at the end of the first calendar quarter following the
Participant's purchase of such shares and on each calendar quarter end
thereafter, provided that the Participant's status as an employee has not
terminated and the Company has not exercised its reacquisition right with
respect to the restricted shares.  In addition, the shares of Common Stock were
purchased by the Participants with the proceeds from full-recourse Promissory
Notes and the shares are held by the Company as collateral for the Promissory
Notes. All of the shares issued under the Plan are held in escrow by the Company
for the account of each Participant pending the release of the reacquisition
right restrictions thereon and release as collateral.  This Prospectus is being
filed to enable the Participants, if they so elect, to sell their 

                                      -4-
unrestricted shares of Common Stock in the public market from time to time. All
shares awarded to Participants have been included even though only 5% per
quarter of the shares are released from the Company's reacquisition right.

     It is anticipated that Participants who do elect to sell shares will do so
on the New York Stock Exchange at the prevailing prices on the date of sale.
The Participants may also make private sales directly or through a broker or
brokers, who may act as agent or as principal. Further, the Participants may
choose to dispose of the shares registered hereby by gift to a third party or as
a donation to a charitable or other non-profit entity.  In connection with any
sales, the Participants and any brokers participating in such sales may be
deemed to be underwriters within the meaning of the Securities Act.  The Company
may receive a portion of the proceeds from sales made hereunder to cover state,
federal and FICA withholding tax requirements of the Participants.

     Any broker-dealer participating in such transactions as agent may receive
commissions from the Participants (and, if such broker acts as agent for the
purchaser of such shares, from such purchaser).  Usual and customary brokerage
fees will be paid by the Participants.  Broker-dealers may agree with the
Participants to sell a specified number of shares at a stipulated price per
share, and, to the extent such a broker-dealer is unable to do so acting as
agent for the Participants, to purchase as principal any unsold shares at the
price required to fulfill the broker-dealer commitment to the Participants.
Broker-dealers who acquire shares as principal may thereafter resell such shares
from time to time in transactions (which may involve block transactions and
which may involve sales to and through other broker-dealers, including
transactions of the nature described above) on the New York Stock Exchange, in
negotiated transactions or otherwise at market prices prevailing at the time of
sale or at negotiated prices, and in connection with such resales may pay to or
receive from the purchasers of such shares commissions computed as described
above.

     The Company has advised the Participants that the anti-manipulation rules,
Rules 10b-6 and 10b-7 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), may apply to sales in the market.  The Company has also
informed the Participants of the possible need for delivery of copies of this
Prospectus.  The Participants may indemnify any broker-dealer that participates
in transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act.  Any commissions paid or
any discounts or concessions allowed to any such broker-dealers, and, if any
such broker-dealers purchase shares as principal, any profits received on the
resale of such shares, may be deemed to be underwriting discounts and
commissions under the Securities Act.

     Upon the Company's being notified by the Participants that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, a supplemental prospectus will be filed under Rule 424(c)
under the Securities Act, setting forth the name of the participating broker-
dealer(s), the number of shares involved, the price at which such shares were
sold by the Participants, the commissions paid or discounts or concessions
allowed by the Participants to such broker-dealer(s), and where concessions
allowed by the Participants to such broker-dealer(s), and where applicable, that
such broker-dealer(s) did not conduct any investigation to verify the
information set out in this Prospectus.

                                      -5-
Any securities covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under that Rule rather than
pursuant to this Prospectus, provided that such securities are available for
resale under the Plan.  In general, under Rule 144 as currently in effect, a
person (or persons whose shares are aggregated), including any person who may be
deemed to be an "affiliate" of the Company, is entitled to sell within any three
month period "restricted shares" (as that term is defined in Rule 144, not the
Plan) beneficially owned by him or her in an amount that does not exceed the
greater of (i) 1% of the then outstanding shares of Common Stock or (ii) the
average weekly trading volume in shares of Common Stock during the four calendar
weeks preceding such sale, provided that at least one year has elapsed since
such shares were acquired from the Company or an affiliate of the Company.
Sales are also subject to certain requirements as to the manner of sale, notice
and availability of current public information regarding the Company.  However,
a person who has not been an "affiliate" of the Company at any time within three
months prior to the sale is entitled to sell his or her shares without regard to
the volume limitations or other requirements of Rule 144, provided that at least
two years have elapsed since such shares were acquired from the Company or an
affiliate of the Company.

                           AVAILABLE INFORMATION AND
                           INCORPORATION BY REFERENCE

    The following documents, filed with the Commission by the Company, are
hereby incorporated in this Prospectus:

          (a)  the Company's Annual Report on Form 10-K for the year ended
    December 31, 1996;

          (b)  the Company's Quarterly Reports on Form 10-Q for the quarterly
    periods ended March 31, 1997, June 30, 1997 and September 30, 1997;

          (c)  the Company's Current Reports on Form 8-K dated January 30, 1997,
    August 5, 1997, September 2, 1997, November 3, 1997 and December 9, 1997;
    and

          (d) the information with regard to the Company's Common Stock
    contained in the Form 8-A filed with the Securities and Exchange Commission,
    File No. 0-18525, pursuant to section 12 of the Securities and Exchange Act
    of 1934, including any subsequent amendments or reports filed for the
    purpose of updating such information.

    All documents subsequently filed by the Company 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 securities then remaining unsold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing such documents.

                                      -6-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following documents, filed with the Securities and Exchange Commission
(the "Commission") by the Registrant, are hereby incorporated by reference in
this Registration Statement:

          1.  The Registrant's Annual Report on Form 10-K for the year ended
     December 31, 1996.

          2.  The Registrant's Quarterly Reports on Form 10-Q for the quarters
     ended March 31, 1997, June 30, 1997 and September 30, 1997.

          3.  The Registrant's Current Reports on Form 8-K dated January 30,
     1997, August 5, 1997, September 2, 1997, November 3, 1997 and December 9,
     1997.

          4.  The information with regard to the Registrant's Common Stock
     contained in the Form 8-A filed with the Commission, File No. 0-18525,
     pursuant to section 12 of the Securities and Exchange Act of 1934,
     including any subsequent amendments or reports filed for the purpose of
     updating such information.

     All documents subsequently filed by the Registrant pursuant to sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof form the date of filing of such
documents.

Item 4.   Description of Securities.
------    ------------------------- 

          Not applicable.

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

          Not applicable.

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

     Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
corporation to indemnify its directors, officers, employees and agents under
certain circumstances. Article Sixth of the Registrant's Fourth Restated
Certificate of Incorporation provides that the Registrant shall indemnify, to
the fullest extent permitted by applicable law as it presently exists or may be
amended, all directors and officers of the Registrant.  Article Fifth of the
Fourth Restated Certificate of Incorporation further provides that no director
of the Registrant shall be liable to the Registrant or its stockholders for
monetary damages for any breach of fiduciary duty as a director, 

                                     II-1
except to the extent such exemption from liability or limitation thereof is not
permitted under the DGCL as it presently exists or may be amended.

     Additionally, the Registrant maintains a policy of liability insurance to
insure its officers and directors against losses resulting from wrongful acts
committed by them in their capacities as officers and directors of the
Registrant, including liabilities arising under applicable securities laws.

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

          Not applicable.

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

     4.1  Specimen form of certificate for Registrant's common stock filed as
          Exhibit 4.1 to Amendment No. 2 to Registrant's Form S-1 Registration
          Statement, File No. 333-12757.

     4.2  1996 Equity Incentive Plan, as amended, filed as Annex 8 to
          Registrant's definitive proxy statement/prospectus dated July 31, 1997
          as part of its Registration Statement on Form S-3 Amendment No. 4,
          File No. 333-28731.

     5    Opinion of Counsel

     23   Consent of Arthur Andersen LLP

     24   Power of Attorney (see page II-4 of this Registration Statement).

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

          (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made
     of the securities registered hereby, 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;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this 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 this Registration Statement;

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

                                     II-2
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 that are incorporated by reference in this Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, 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.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

                                     II-3
POWER OF ATTORNEY

          Each person whose signature appears below constitutes and appoints
James J. Didion, John C. Haeckel, Walter V. Stafford and Ronald J. Platisha his
or her true and lawful attorneys-in-fact and agents, each acting alone, with
full powers of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any or all Amendments
(including Post-Effective Amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

                                   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/S-3 and has duly caused this
Registration Statement on Form S-8/S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California, on this 29th day of December, 1997.

                              CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.

                              By:        /s/ James J. Didion
                                  --------------------------------------
                                         James J. Didion
                                         Chairman of the Board and Chief
                                         Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8/S-3 has been signed below by the following persons in the
capacities and on the date indicated:

 
      Signature                      Title                  Date
      ---------                      -----                  ----
 
                               Chairman of the Board,
   /s/ James J. Didion         Chief Executive Officer
----------------------------         and Director          December 29, 1997
       James J. Didion           
 
                                Senior Executive Vice
   /s/ John C. Haeckel          President and Chief
----------------------------        Financial Officer      December 29, 1997
       John C. Haeckel         
 

                                     II-4
/s/ Ronald J. Platisha       Executive Vice President
---------------------------     and Principal Accounting 
       Ronald J. Platisha               Officer            December 29, 1997
                                                           
                                                           
   /s/ Stanton D. Anderson  
--------------------------- 
       Stanton D. Anderson               Director          December 29, 1997
                                         
                                         
   /s/ Gary J. Beban           
--------------------------- 
       Gary J. Beban                     Director          December 29, 1997
                                         
                                         
   /s/ Richard C. Blum         
--------------------------- 
       Richard C. Blum                   Director          December 29, 1997
                                         
                                         
   /s/ Richard C. Clotfelter   
---------------------------- 
       Richard C. Clotfelter             Director          December 29, 1997
                                                                    
                                                                    
   /s/ Daniel A. D'Aniello     
--------------------------- 
       Daniel A. D'Aniello               Director          December 29, 1997
                                         
                                         
   /s/ Bradford M. Freeman     
--------------------------- 
       Bradford M. Freeman               Director          December 29, 1997
                                         
                                         
   /s/ Hiroaki Hoshino        
--------------------------- 
       Hiroaki Hoshino                   Director          December 29, 1997
                                         
                                         
   /s/ George J. Kallis        
--------------------------- 
       George J. Kallis                  Director          December 29, 1997
                                         
                                         
   /s/ Ricardo Koenigsberger   
--------------------------- 
       Ricardo Koenigsberger             Director          December 29, 1997

                                         
   /s/ Takayuki Kohri          
--------------------------- 
       Takayuki Kohri                    Director          December 29, 1997
                                         
                                         
   /s/ Donald M. Koll          
--------------------------- 
       Donald M. Koll                    Director          December 29, 1997
                                         
                                         
                                         II-5
/s/ Paul C. Leach           
--------------------------- 
       Paul C. Leach                     Director          December 29, 1997
                                         
                                         
   /s/ Frederic V. Malek       
--------------------------- 
       Frederic V. Malek                 Director          December 29, 1997
                                         
                                         
   /s/ Lawrence J. Melody      
--------------------------- 
       Lawrence J. Melody                Director          December 29, 1997
                                         
                                         
   /s/ Peter V. Ueberroth      
--------------------------- 
       Peter V. Ueberroth                Director          December 29, 1997
                                         
                                         
   /s/ Ray Elizabeth Uttenhove
------------------------------
       Ray Elizabeth Uttenhove           Director          December 29, 1997

   /s/ Gary L. Wilson
---------------------------
       Gary L. Wilson                    Director          December 29, 1997

   /s/ Raymond E. Wirta
---------------------------
       Raymond E. Wirta                  Director          December 29, 1997

                                     II-6
CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.

                               INDEX TO EXHIBITS

Ex. No.  Description
-------  -----------

4.1*  Specimen form of certificate for Registrant's Common Stock filed as
      Exhibit 4.1 to Amendment No. 2 to Registrant's Form S-1 Registration
      Statement, File No. 333-12757

4.2*  1996 Equity Incentive Plan, as amended, filed as Annex 8 to Registrant's
      definitive proxy statement/prospectus dated July 31, 1997 as part of
      its Registration Statement on Form S-3 Amendment No. 4, File No. 333-
      28731.

5     Opinion of Counsel

23    Consent of Arthur Andersen LLP

24    Power of Attorney (reference is hereby made to page II-4)

_______________________
* Incorporated by reference.