<PAGE>
 
      As filed with the Securities and Exchange Commission on May 5, 1999

                                         Registration No. 333-_________________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                            -----------------------
                                COMPS.COM, INC.
             (Exact name of registrant as specified in its charter)
         
          Delaware                                         33-0645337
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

     9888 CARROLL CENTRE ROAD, SUITE 100, SAN DIEGO, CALIFORNIA 92126-4581
              (Address of principal executive offices) (Zip Code)
                            ------------------------
                                COMPS.COM, INC.
                           1999 STOCK INCENTIVE PLAN
                       1999 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the Plans)
                            -----------------------
                              Christopher A. Crane
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                COMPS.COM, INC.
                      9888 CARROLL CENTRE ROAD, SUITE 100
                        SAN DIEGO, CALIFORNIA 92126-4581
                    (Name and address of agent for service)
                                 (619) 578-3000
         (Telephone number, including area code, of agent for service)
                            ------------------------
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
                                              Amount                  Proposed               Proposed            Amount of
         Title of Securities                  to be               Maximum Offering       Maximum Aggregate     Registration
          to Be Registered                 Registered(1)          Price per Share         Offering Price           Fee
-------------------------------------   --------------------    -------------------    -------------------     --------------
<S>                                     <C>                     <C>                    <C>                     <C>
                                                                                                           
1999 Stock Incentive Plan               2,800,000  shares           $ 15.00(2)          $ 42,000,000(2)           $ 11,676
-------------------------------------                                                                       
Common Stock                                                                                                

1999 Employee Stock Purchase Plan         300,000  shares           $ 15.00(2)          $  4,500,000(2)           $  1,251
-------------------------------------                                                                       
Common Stock                                                                                                
                                                                              AGGREGATE AMOUNT OF                 $ 12,927
                                                                               REGISTRATION FEE      
=============================================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Registrant's common stock which become issuable under the 1999 Stock
     Incentive Plan and the 1999 Employee Stock Purchase Plan with respect to
     the securities registered hereunder by reason of any stock dividend, stock
     split, recapitalization or other similar transaction effected without the
     Registrant's receipt of consideration which results in an increase in the
     number of the Registrant's outstanding shares of common stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the fair market value
     per share of Registrant's common stock on May 4, 1999, as determined by the
     Registrant's Board of Directors.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
         ---------------------------------------

         COMPS.COM, INC. incorporates by reference into this Registration
Statement the following documents previously filed with the SEC:

    (a)  Our Registration Statement No. 333-72901 on Form S-1 filed with the
         SEC on February 25, 1999, together with the amendments filed with the
         SEC on April 5, 1999, April 14, 1999, April 30, 1999 and May 4, 1999.

    (b)  Our prospectus filed with the SEC on May 5, 1999, under Rule 424(b)
         promulgated under the Securities Act of 1933, in connection with our
         Registration Statement No. 333-72901, which includes the audited
         financial statements for the year ended December 31, 1998.

    (c)  Our Registration Statement No. 000-25913 on Form 8-A filed with the SEC
         on April 30, 1999, in which we describe the terms, rights and
         provisions applicable to our outstanding common stock.

         All reports and definitive proxy or information statements filed under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after
the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered under this
Registration Statement have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part of this Registration Statement from the
date of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Registration
Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this
Registration Statement or in any subsequently filed document which also is
deemed to be incorporated by reference in this Registration Statement modifies
or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES
         -------------------------

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
         --------------------------------------

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
         -----------------------------------------

         Our certificate provides that, except to the extent prohibited by
Delaware law, our directors shall not be personally liable to us or our
stockholders for monetary damages for any breach of their fiduciary duty as
directors. Under Delaware law, the directors have a fiduciary duty to us which
is not eliminated by this provision of our certificate and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of non-
monetary relief will remain available. In addition, each director will continue
to be subject to liability under Delaware law for breach of their duty of
loyalty to us for acts or omissions which are found by a court of competent
jurisdiction to be not in good faith or which involve intentional misconduct, or
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are prohibited by Delaware law. This provision also does not
affect the directors' responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.


                                     II-1
<PAGE>
 
     Section 145 of the Delaware General Corporation Law allows a corporation to
indemnify its directors and officers and to purchase insurance with respect to
liability arising out of their capacity or status as directors and officers,
provided that the indemnification does not eliminate or limit the liability of a
director for the following:

     .  any breach of the director's duty of loyalty to us or our stockholders;

     .  acts or omissions not in good faith or which involve intentional
        misconduct or a knowing violation of law;

     .  unlawful payments of dividends or unlawful stock purchases or
        redemptions; and

     .  any transaction from which the director derived an improper personal
        benefit.

     Delaware law further provides that the permitted indemnification shall not
be deemed exclusive of any other rights to which the directors and officers may
be entitled under our bylaws, any agreement, a vote of stockholders or
otherwise.  Our certificate eliminates the personal liability of directors to
the fullest extent permitted by Delaware law.  In addition, our certificate
provides that we may fully indemnify any person who was or is a party, or is
threatened to be made a party to, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was one of our directors or officers
or is or was serving at our request as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses, including attorney's fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.

     We have also entered into agreements to indemnify our directors and
executive officers, in addition to the indemnification provided for in our
bylaws.  We believe that these provisions and agreements are necessary to
attract and retain qualified directors and executive officers.  Our bylaws also
permit us to secure insurance on behalf of any officer, director, employee or
other agent for any liability arising out of his or her actions, regardless of
whether Delaware law would permit indemnification.  We have applied for
liability insurance for our officers and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
         -----------------------------------

     Not Applicable.

ITEM 8.  EXHIBITS
         --------
Exhibit Number    Exhibit
--------------    -------
 4                Instruments Defining the Rights of Stockholders. Reference is
                  made to the Registration Statement on Form 8-A, filed on April
                  30, 1999, incorporated by reference under Item 3(c).
 5                Opinion and Consent of Brobeck, Phleger & Harrison LLP.
 23.1             Consent of Ernst & Young LLP, Independent Auditors.
 23.2             Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.
 24               Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.
 99.1             1999 Stock Incentive Plan.
 99.2             Form of Notice of Grant of Stock Option.
 99.3             Form of Stock Option Agreement.
 99.4             Form of Addendum to Stock Option Agreement.
 99.5             1999 Employee Stock Purchase Plan
 99.6             Form of Enrollment/Change Form
 99.7             Form of Stock Purchase Agreement

ITEM 9.  UNDERTAKINGS
         ------------

                                     II-2
<PAGE>
 
          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, (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 and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference into this 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
COMPS.COM, INC. 1999 Stock Incentive Plan and 1999 Employee Stock Purchase Plan.

          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 into this 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 or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                     II-3
<PAGE>
 
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 San Diego, State of California on this
5th day of May, 1999.

                                   COMPS.COM, INC.


                                   By: /s/ CHRISTOPHER A. CRANE
                                      ------------------------------------------
                                           Christopher A. Crane
                                           President and Chief Executive Officer


                               POWER OF ATTORNEY
                               -----------------

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Christopher A. Crane, President and Chief
Executive Officer, and Karen Goodrum, Vice President of Finance and
Administration and Chief Financial Officer, and each of them, as such person's
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in such person's name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file 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, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his or her substitutes, may lawfully do or cause to be
done by virtue thereof.

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

<TABLE>
<CAPTION>
Signature                       Title                                  Date
---------                       -----                                 ----
<S>                             <C>                                    <C>
  
/s/ CHRISTOPHER A. CRANE        Chairman of the Board, President     May 5, 1999
---------------------------     and Chief Executive Officer 
Christopher A. Crane            (Principal Executive Officer)     
                               
 /s/ KAREN GOODRUM              Vice President of Finance and        May 5, 1999
---------------------------     Administration and Chief Financial 
Karen Goodrum                   Officer (Principal Financial and    
                                Accounting Officer) and Secretary
 
 /s/ GREGORY M. AVIS            Director                             May 5, 1999
---------------------------
Gregory M. Avis

 /s/ ROBERT C. BEASLEY          Director                             May 5, 1999
---------------------------
Robert C. Beasley

/s/ KENNETH F. POTASHNER        Director                             May 5, 1999
---------------------------
Kenneth F. Potashner
</TABLE> 

                                     II-4
<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.   20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                     UNDER

                             SECURITIES ACT OF 1933
                                        

                                COMPS.COM, INC.
<PAGE>
 
                                 EXHIBIT INDEX

                                        
Exhibit Number          Exhibit
--------------          -------

 4                      Instruments Defining the Rights of Stockholders.
                        Reference is made to the Registration Statement on Form
                        8-A, filed on April 30, 1999, incorporated by reference
                        under Item 3(c).
 5                      Opinion and Consent of Brobeck, Phleger & Harrison LLP.
 23.1                   Consent of Ernst & Young LLP, Independent Auditors.
 23.2                   Consent of Brobeck, Phleger & Harrison LLP is contained
                        in Exhibit 5.
 24                     Power of Attorney.  Reference is made to page II-4 of
                        this Registration Statement.
 99.1                   1999 Stock Incentive Plan.
 99.2                   Form of Notice of Grant of Stock Option.
 99.3                   Form of Stock Option Agreement.
 99.4                   Form of Addendum to Stock Option Agreement.
 99.5                   1999 Employee Stock Purchase Plan
 99.6                   Form of Enrollment/Change Form
 99.7                   Form of Stock Purchase Agreement
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20797}]
{"company-data": {"conformed-name": "COMPS COM INC", "cik": "0001080232", "assigned-sic": "7374", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77791", "film-number": "99611101"}, "business-address": {"street1": "9888 CARROLL CENTRE ROAD", "street2": "SUITE 100", "city": "SAN DIEGO", "state": "CA", "zip": "92126", "phone": "6195783000"}, "mail-address": {"street1": "9888 CARROLL CENTRE ROAD", "street2": "SUITE 100", "city": "SAN DIEGO", "state": "CA", "zip": "92126"}}
As filed with the Securities and Exchange Commission on May 5, 1999

                                         Registration No. 333-_________________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                            -----------------------
                                COMPS.COM, INC.
             (Exact name of registrant as specified in its charter)
         
          Delaware                                         33-0645337
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

     9888 CARROLL CENTRE ROAD, SUITE 100, SAN DIEGO, CALIFORNIA 92126-4581
              (Address of principal executive offices) (Zip Code)
                            ------------------------
                                COMPS.COM, INC.
                           1999 STOCK INCENTIVE PLAN
                       1999 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the Plans)
                            -----------------------
                              Christopher A. Crane
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                COMPS.COM, INC.
                      9888 CARROLL CENTRE ROAD, SUITE 100
                        SAN DIEGO, CALIFORNIA 92126-4581
                    (Name and address of agent for service)
                                 (619) 578-3000
         (Telephone number, including area code, of agent for service)
                            ------------------------
                        CALCULATION OF REGISTRATION FEE
=============================================================================================================================
                                              Amount                  Proposed               Proposed            Amount of
         Title of Securities                  to be               Maximum Offering       Maximum Aggregate     Registration
          to Be Registered                 Registered(1)          Price per Share         Offering Price           Fee
-------------------------------------   --------------------    -------------------    -------------------     --------------
1999 Stock Incentive Plan               2,800,000  shares           $ 15.00(2)          $ 42,000,000(2)           $ 11,676
-------------------------------------                                                                       
Common Stock                                                                                                

1999 Employee Stock Purchase Plan         300,000  shares           $ 15.00(2)          $  4,500,000(2)           $  1,251
-------------------------------------                                                                       
Common Stock                                                                                                
                                                                              AGGREGATE AMOUNT OF                 $ 12,927
                                                                               REGISTRATION FEE      
=============================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Registrant's common stock which become issuable under the 1999 Stock
     Incentive Plan and the 1999 Employee Stock Purchase Plan with respect to
     the securities registered hereunder by reason of any stock dividend, stock
     split, recapitalization or other similar transaction effected without the
     Registrant's receipt of consideration which results in an increase in the
     number of the Registrant's outstanding shares of common stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the fair market value
     per share of Registrant's common stock on May 4, 1999, as determined by the
     Registrant's Board of Directors.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
         ---------------------------------------

         COMPS.COM, INC. incorporates by reference into this Registration
Statement the following documents previously filed with the SEC:

    (a)  Our Registration Statement No. 333-72901 on Form S-1 filed with the
         SEC on February 25, 1999, together with the amendments filed with the
         SEC on April 5, 1999, April 14, 1999, April 30, 1999 and May 4, 1999.

    (b)  Our prospectus filed with the SEC on May 5, 1999, under Rule 424(b)
         promulgated under the Securities Act of 1933, in connection with our
         Registration Statement No. 333-72901, which includes the audited
         financial statements for the year ended December 31, 1998.

    (c)  Our Registration Statement No. 000-25913 on Form 8-A filed with the SEC
         on April 30, 1999, in which we describe the terms, rights and
         provisions applicable to our outstanding common stock.

         All reports and definitive proxy or information statements filed under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after
the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered under this
Registration Statement have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part of this Registration Statement from the
date of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Registration
Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this
Registration Statement or in any subsequently filed document which also is
deemed to be incorporated by reference in this Registration Statement modifies
or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES
         -------------------------

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
         --------------------------------------

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
         -----------------------------------------

         Our certificate provides that, except to the extent prohibited by
Delaware law, our directors shall not be personally liable to us or our
stockholders for monetary damages for any breach of their fiduciary duty as
directors. Under Delaware law, the directors have a fiduciary duty to us which
is not eliminated by this provision of our certificate and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of non-
monetary relief will remain available. In addition, each director will continue
to be subject to liability under Delaware law for breach of their duty of
loyalty to us for acts or omissions which are found by a court of competent
jurisdiction to be not in good faith or which involve intentional misconduct, or
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are prohibited by Delaware law. This provision also does not
affect the directors' responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.

                                     II-1
Section 145 of the Delaware General Corporation Law allows a corporation to
indemnify its directors and officers and to purchase insurance with respect to
liability arising out of their capacity or status as directors and officers,
provided that the indemnification does not eliminate or limit the liability of a
director for the following:

     .  any breach of the director's duty of loyalty to us or our stockholders;

     .  acts or omissions not in good faith or which involve intentional
        misconduct or a knowing violation of law;

     .  unlawful payments of dividends or unlawful stock purchases or
        redemptions; and

     .  any transaction from which the director derived an improper personal
        benefit.

     Delaware law further provides that the permitted indemnification shall not
be deemed exclusive of any other rights to which the directors and officers may
be entitled under our bylaws, any agreement, a vote of stockholders or
otherwise.  Our certificate eliminates the personal liability of directors to
the fullest extent permitted by Delaware law.  In addition, our certificate
provides that we may fully indemnify any person who was or is a party, or is
threatened to be made a party to, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was one of our directors or officers
or is or was serving at our request as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses, including attorney's fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding.

     We have also entered into agreements to indemnify our directors and
executive officers, in addition to the indemnification provided for in our
bylaws.  We believe that these provisions and agreements are necessary to
attract and retain qualified directors and executive officers.  Our bylaws also
permit us to secure insurance on behalf of any officer, director, employee or
other agent for any liability arising out of his or her actions, regardless of
whether Delaware law would permit indemnification.  We have applied for
liability insurance for our officers and directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
         -----------------------------------

     Not Applicable.

ITEM 8.  EXHIBITS
         --------
Exhibit Number    Exhibit
--------------    -------
 4                Instruments Defining the Rights of Stockholders. Reference is
                  made to the Registration Statement on Form 8-A, filed on April
                  30, 1999, incorporated by reference under Item 3(c).
 5                Opinion and Consent of Brobeck, Phleger & Harrison LLP.
 23.1             Consent of Ernst & Young LLP, Independent Auditors.
 23.2             Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.
 24               Power of Attorney. Reference is made to page II-4 of this
                  Registration Statement.
 99.1             1999 Stock Incentive Plan.
 99.2             Form of Notice of Grant of Stock Option.
 99.3             Form of Stock Option Agreement.
 99.4             Form of Addendum to Stock Option Agreement.
 99.5             1999 Employee Stock Purchase Plan
 99.6             Form of Enrollment/Change Form
 99.7             Form of Stock Purchase Agreement

ITEM 9.  UNDERTAKINGS
         ------------

                                     II-2
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, (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 and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference into this 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
COMPS.COM, INC. 1999 Stock Incentive Plan and 1999 Employee Stock Purchase Plan.

          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 into this 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 or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                     II-3
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 San Diego, State of California on this
5th day of May, 1999.

                                   COMPS.COM, INC.

                                   By: /s/ CHRISTOPHER A. CRANE
                                      ------------------------------------------
                                           Christopher A. Crane
                                           President and Chief Executive Officer

                               POWER OF ATTORNEY
                               -----------------

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Christopher A. Crane, President and Chief
Executive Officer, and Karen Goodrum, Vice President of Finance and
Administration and Chief Financial Officer, and each of them, as such person's
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such person and in such person's name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file 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, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his or her substitutes, may lawfully do or cause to be
done by virtue thereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated:
Signature                       Title                                  Date
---------                       -----                                 ----
/s/ CHRISTOPHER A. CRANE        Chairman of the Board, President     May 5, 1999
---------------------------     and Chief Executive Officer 
Christopher A. Crane            (Principal Executive Officer)     
                               
 /s/ KAREN GOODRUM              Vice President of Finance and        May 5, 1999
---------------------------     Administration and Chief Financial 
Karen Goodrum                   Officer (Principal Financial and    
                                Accounting Officer) and Secretary
 
 /s/ GREGORY M. AVIS            Director                             May 5, 1999
---------------------------
Gregory M. Avis

 /s/ ROBERT C. BEASLEY          Director                             May 5, 1999
---------------------------
Robert C. Beasley

/s/ KENNETH F. POTASHNER        Director                             May 5, 1999
---------------------------
Kenneth F. Potashner
II-4
SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.   20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                     UNDER

                             SECURITIES ACT OF 1933
                                        

                                COMPS.COM, INC.
EXHIBIT INDEX

                                        
Exhibit Number          Exhibit
--------------          -------

 4                      Instruments Defining the Rights of Stockholders.
                        Reference is made to the Registration Statement on Form
                        8-A, filed on April 30, 1999, incorporated by reference
                        under Item 3(c).
 5                      Opinion and Consent of Brobeck, Phleger & Harrison LLP.
 23.1                   Consent of Ernst & Young LLP, Independent Auditors.
 23.2                   Consent of Brobeck, Phleger & Harrison LLP is contained
                        in Exhibit 5.
 24                     Power of Attorney.  Reference is made to page II-4 of
                        this Registration Statement.
 99.1                   1999 Stock Incentive Plan.
 99.2                   Form of Notice of Grant of Stock Option.
 99.3                   Form of Stock Option Agreement.
 99.4                   Form of Addendum to Stock Option Agreement.
 99.5                   1999 Employee Stock Purchase Plan
 99.6                   Form of Enrollment/Change Form
 99.7                   Form of Stock Purchase Agreement