<PAGE>

     As filed with the Securities and Exchange Commission on July 5, 2001
                                                       Registration No. 33-
================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                                 ------------

                        CB RICHARD ELLIS SERVICES, INC.
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                                     <C>
             Delaware                                                                     521616016
  (State or other jurisdiction                                                         (I.R.S. Employer
        of incorporation)                                                             Identification No.)
</TABLE>

                         200 North Sepulveda Boulevard
                         El Segundo, California 90245
                    Address of Principal Executive Offices

                               CB Richard Ellis
                          Deferred Compensation Plan
                           (Full title of the Plan)

                                  -----------
                              Walter V. Stafford
              Senior Executive Vice President and General Counsel
                        CB Richard Ellis Services, Inc.
                         200 North Sepulveda Boulevard
                              El Segundo, CA 90245
                                (310) 563-8600
           (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                            Proposed maximum         Proposed maximum
  Title of securities                 Amount to be           offering price         aggregate offering            Amount of
    to be registered                   registered               per share                 price(2)             registration fee
-----------------------------         ------------          ----------------        ------------------         ----------------
<S>                                <C>                      <C>                     <C>                        <C>
Deferred Compensation                $100,000,000.00               100%               $100,000,000.00              $25,000
 Obligations(1)
_____________________________
Common stock, par value              2,000,000 shares(3)        $15.75(4)             $31,500,000                 $ 7,875
 $0.01 per share, of CB
 Richard Ellis Services, Inc.
-----------------------------
</TABLE>

(1) The Obligations are unsecured obligations of CB Richard Ellis Services,
    Inc., to pay eligible members of a select group of highly compensated or
    management employees deferred compensation in the future in accordance with
    the CB Richard Ellis Deferred Compensation Plan.
(2) Estimated solely for purposes of calculating the registration fee.
(3) Based on an estimate of the number of shares that will be purchased pursuant
    to the CB Richard Ellis Deferred Compensation Plan. Pursuant to Rule 416(c)
    of the Securities Act of 1933, as amended (the "Securities Act"), there is
    also being registered such number of additional shares that may become
    available for purchase pursuant to such plan in the event of certain changes
    in the outstanding shares, including reorganizations, mergers,
    recapitalizations, restructurings, stock dividends, stock splits, reverse
    stock splits and reclassifications.
(4) Estimated pursuant to paragraphs (c) and (h) of Rule 457 of the Securities
    Act, solely for the purpose of calculating the registration fee, based upon
    the closing price of shares of Common Stock on June 27, 2001, as reported on
    the New York Stock Exchange.

================================================================================
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
              ----------------------------------------------------

Item 1.  Plan Information.*
-------  ----------------
Item 2.  Registration Information and Employee Plan Annual Information.*
-------  -------------------------------------------------------------
*  Information required by Part I to be contained in the Section 10(a)
   prospectus is omitted from this Registration Statement in accordance with
   Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

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

     CB Richard Ellis Services, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:

     (a) The Company's latest annual report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year.

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

     (c) The description of the Common Stock, $.01 par value per share (the
"Common Stock"), of CB Richard Ellis Services, Inc. (the "Registrant") contained
under the caption "DESCRIPTION OF CBC CAPITAL STOCK" in the Joint Proxy
Statement/Prospectus dated July 31, 1997 that forms a part of the Registrant's
Registration Statement on Form S-4 (File No. 333-28731), filed by the Registrant
under the Securities Act of 1933, as amended.

     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 to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing such documents.


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

     The Deferred Compensation Obligations being registered represent
obligations (the "Obligations") of the Registrant to pay deferred compensation
in the future in accordance with the terms of the CB Richard Ellis Deferred
Compensation Plan as amended and restated effective June 1, 2001 (the "Plan"),
which is filed as Exhibit 4.1 to this Registration Statement.

     The Obligations are general unfunded and unsecured obligations of the
Registrant to pay deferred compensation in the future according to the Plan from
the general assets of the Registrant, and rank equally with other unsecured and
unsubordinated indebtedness of the Registrant.

     The amount of compensation to be deferred by each participant is determined
in accordance with the Plan based on elections by the participant.  The
Registrant may deem the participant's Plan account to be credited with
additional amounts of deemed employer contributions based upon performance or
other criteria which deemed contributions are ordinarily deemed to be invested
in units each representing the value of one share of the
<PAGE>

Registrant's Common Stock. Amounts in a participant's Plan account may be deemed
to be invested in mutual funds, a fixed income alternative, which is not
available after April 1, 2000, returning the rate of the Registrant's cost of
borrowed capital, a fixed income alternative, deemed to be bearing simple
interest at the rate of 11.25% per annum compounded annually from the date of
deemed investment through June 30, 2006, at which point the deemed balance will
be distributable or rolled over as a deemed investment bearing interest at the
rate of the Registrant's cost of borrowed capital, or units representing
appreciation or depreciation on the Registrant's Common Stock. The Obligations
are payable upon termination of employment or on a date selected by the
participant in accordance with the terms of the Plan, subject to limited
exceptions for financial hardship, or unscheduled distributions where the
participant forfeits 7.5% of the amount distributable had the distribution not
been unscheduled. The Obligations are payable in the form of a lump-sum
distribution or in installments, at the election of the participant made in
accordance with the terms of the Plan. Distributions are in cash with the
exception that units representing deemed investment in Common Stock are
distributable in the form of one whole share of Common Stock for each such unit.

     Participants or beneficiaries may not sell, transfer, anticipate, assign,
hypothecate or otherwise dispose of any right or interest in the Plan.  A
participant may designate one or more beneficiaries to receive any portion of
Obligations payable in the event of death.

     Except insofar as deemed invested in common stock units, the Obligations
are not convertible into any other security of the Registrant. The Obligations
will not have the benefit of a negative pledge or any other affirmative or
negative covenant on the part of the Registrant. No trustee has been appointed
to take action with respect to the Obligations and each participant in the Plan
will be responsible for enforcing his or her own rights with respect to the
Obligations.

     The Registrant also reserves the right to amend or terminate the Plan at
any time and for any reason, including an amendment that would accelerate or
delay the payment of Obligations.

     Obligations in an aggregate principal amount of $100 million are being
registered under the Plan.  Further amounts may be registered and issued as new
or existing plan participants elect to defer portions of their compensation in
subsequent years.

     A copy of the Plan is filed as Exhibit 4.1 hereto and is incorporated
herein by reference.

     Pursuant to a "Going Private" transaction, the Registrant has entered into
an amendment and restated plan and agreement of merger dated as of May 31, 2001
with Blum CB Corp., a wholly owned subsidiary of CBRE Holding, Inc. CBRE
Holding, Inc. is controlled by the following directors of the Registrant and
their affiliates, as detailed in a Proxy Statement dated June 13, 2001, mailed
to Registrant's shareholders:

                                 Richard Blum
                               Bradford Freeman
                                  Donald Koll
                                Frederic Malek
                                  Brett White
                                 Raymond Wirta

     If the Registrant's shareholders approve the merger, then, subject to
certain elections, each unit which represents one share of the Registrant's
common stock will be converted into a unit that represents one share of Class A
common stock of CBRE Holding, Inc. The Class A common stock of CBRE Holding,
Inc., which will underlie such units will be the subject of a separate
registration statement to be filed by CBRE Holding, Inc.

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

     Not applicable.


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

     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 Six of the Company's Fourth Restated Certificate
of Incorporation provides that the Company shall indemnify, to the fullest
extent permitted by applicable laws as it presently exists of may be amended,
all directors and officers of the Company,. Article Fifth of Fourth Restated
Certificate of Incorporation further provides that no director of the Company
shall be liable to the Company or its stockholders for monetary damages for any
breach of fiduciary duty as a director, 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 Company 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 directors and officers of the
Registrant, including liabilities arising under applicable securities laws.


Item 7.  Exemption From Registration Claimed
-------  -----------------------------------

      Not Applicable.
<PAGE>

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

     See Exhibit Index.


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

     (a)  Rule 415 Offering
          -----------------

          The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
-----------------
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registration pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.

          (2) That, for the purpose of determining any liability under the
Securities Act 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) Filing incorporating subsequent Exchange Act documents by reference
         -------------------------------------------------------------------

          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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that times 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 registration 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 of 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.
<PAGE>

                                   SIGNATURE

     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 El Segundo, State of California, on June 28, 2001.

                                         CB RICHARD ELLIS SERVICES, INC.

                                         By:        James H. Leonetti
                                            ------------------------------------
                                                 Chief Financial Officer


                               POWER OF ATTORNEY

     The officers and directors of CB Richard Ellis Services, Inc. whose
signatures appear below, hereby constitute and appoint Raymond E. Wirta and
Brett White, and each of them, their true and lawful attorneys and agents with
full power to act alone, to sign and execute on behalf of the undersigned any
amendment or amendments to this registration statement on Form S-8, and each of
the undersigned does hereby ratify and confirm all that each of said attorney
and agent, or their or his substitutes, shall do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement was signed by the following persons in the
capacities indicated on the dates indicated.

<TABLE>
<CAPTION>
NAME                                                                TITLE                           DATE
<S>                                                 <C>                                        <C>

 /s/ Raymond E. Wirta                               Chief Executive Officer and Director       June 28, 2001
--------------------------------------------------
Raymond E. Wirta

 /s/ Brett White                                    Chairman - The Americas and Director       June 28, 2001
--------------------------------------------------
Brett White

 /s/ Stanton D. Anderson                            Director                                   June 28, 2001
--------------------------------------------------
Stanton D. Anderson

 /s/ Gary J. Beban                                  Director                                   June 28, 2001
--------------------------------------------------
Gary J. Beban

                                                    Director
--------------------------------------------------
Richard C. Blum

 /s/ James J. Didion                                Chairman of the Board and Director         June 28, 2001
--------------------------------------------------
James J. Didion

                                                    Director
--------------------------------------------------
Bradford M. Freeman
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
NAME                                                                TITLE                           DATE
<S>                                                 <C>                                        <C>
                                                    Director
--------------------------------------------------
Donald M. Koll

 /s/ Paul C. Leach                                  Director                                   June 29, 2001
--------------------------------------------------
Paul C. Leach

 /s/ David Lind                                     Director                                   June 28, 2001
--------------------------------------------------
David Lind

                                                    Director
--------------------------------------------------
Frederic Malek

 /s/ Ray Elizabeth Uttenhove                        Director                                   June 28, 2001
--------------------------------------------------
Ray Elizabeth Uttenhove

                                                    Director
--------------------------------------------------
Gary L. Wilson

 /s/ James H. Leonetti                              Chief Financial Officer                    June 28, 2001
--------------------------------------------------
James H. Leonetti
</TABLE>
<PAGE>

                                 EXHIBIT INDEX


 4.1  CB Richard Ellis Inc. Deferred Compensation Plan

 5.1  Opinion re legality of common stock

 5.2  Opinion re legality of interests in Deferred Compensation Plan

23.1  Consent of Counsel (included in Exhibits 5.1 and 5.2)

23.2  Independent Auditors' Consent

24.1  Power of Attorney (included in signature pages to this registration
      statement)
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21610}]
{"company-data": {"conformed-name": "CB RICHARD ELLIS SERVICES 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": "333-64644", "film-number": "1675571"}, "business-address": {"street1": "200 NORTH SEPULVEDA BLVD", "city": "EL SEGUNDO", "state": "CA", "zip": "90245", "phone": "3105638600"}, "mail-address": {"street1": "200 NORTH SEPULVEDA BLVD", "city": "EL SEGUNDO", "state": "CA", "zip": "90245"}, "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 July 5, 2001
                                                       Registration No. 33-
================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                                 ------------

                        CB RICHARD ELLIS SERVICES, INC.
             (Exact name of Registrant as specified in its charter)
Delaware                                                                     521616016
  (State or other jurisdiction                                                         (I.R.S. Employer
        of incorporation)                                                             Identification No.)
200 North Sepulveda Boulevard
                         El Segundo, California 90245
                    Address of Principal Executive Offices

                               CB Richard Ellis
                          Deferred Compensation Plan
                           (Full title of the Plan)

                                  -----------
                              Walter V. Stafford
              Senior Executive Vice President and General Counsel
                        CB Richard Ellis Services, Inc.
                         200 North Sepulveda Boulevard
                              El Segundo, CA 90245
                                (310) 563-8600
           (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE
Proposed maximum         Proposed maximum
  Title of securities                 Amount to be           offering price         aggregate offering            Amount of
    to be registered                   registered               per share                 price(2)             registration fee
-----------------------------         ------------          ----------------        ------------------         ----------------
Deferred Compensation                $100,000,000.00               100%               $100,000,000.00              $25,000
 Obligations(1)
_____________________________
Common stock, par value              2,000,000 shares(3)        $15.75(4)             $31,500,000                 $ 7,875
 $0.01 per share, of CB
 Richard Ellis Services, Inc.
-----------------------------
(1) The Obligations are unsecured obligations of CB Richard Ellis Services,
    Inc., to pay eligible members of a select group of highly compensated or
    management employees deferred compensation in the future in accordance with
    the CB Richard Ellis Deferred Compensation Plan.
(2) Estimated solely for purposes of calculating the registration fee.
(3) Based on an estimate of the number of shares that will be purchased pursuant
    to the CB Richard Ellis Deferred Compensation Plan. Pursuant to Rule 416(c)
    of the Securities Act of 1933, as amended (the "Securities Act"), there is
    also being registered such number of additional shares that may become
    available for purchase pursuant to such plan in the event of certain changes
    in the outstanding shares, including reorganizations, mergers,
    recapitalizations, restructurings, stock dividends, stock splits, reverse
    stock splits and reclassifications.
(4) Estimated pursuant to paragraphs (c) and (h) of Rule 457 of the Securities
    Act, solely for the purpose of calculating the registration fee, based upon
    the closing price of shares of Common Stock on June 27, 2001, as reported on
    the New York Stock Exchange.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
              ----------------------------------------------------

Item 1.  Plan Information.*
-------  ----------------
Item 2.  Registration Information and Employee Plan Annual Information.*
-------  -------------------------------------------------------------
*  Information required by Part I to be contained in the Section 10(a)
   prospectus is omitted from this Registration Statement in accordance with
   Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

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

     CB Richard Ellis Services, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:

     (a) The Company's latest annual report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year.

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

     (c) The description of the Common Stock, $.01 par value per share (the
"Common Stock"), of CB Richard Ellis Services, Inc. (the "Registrant") contained
under the caption "DESCRIPTION OF CBC CAPITAL STOCK" in the Joint Proxy
Statement/Prospectus dated July 31, 1997 that forms a part of the Registrant's
Registration Statement on Form S-4 (File No. 333-28731), filed by the Registrant
under the Securities Act of 1933, as amended.

     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 to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing such documents.

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

     The Deferred Compensation Obligations being registered represent
obligations (the "Obligations") of the Registrant to pay deferred compensation
in the future in accordance with the terms of the CB Richard Ellis Deferred
Compensation Plan as amended and restated effective June 1, 2001 (the "Plan"),
which is filed as Exhibit 4.1 to this Registration Statement.

     The Obligations are general unfunded and unsecured obligations of the
Registrant to pay deferred compensation in the future according to the Plan from
the general assets of the Registrant, and rank equally with other unsecured and
unsubordinated indebtedness of the Registrant.

     The amount of compensation to be deferred by each participant is determined
in accordance with the Plan based on elections by the participant.  The
Registrant may deem the participant's Plan account to be credited with
additional amounts of deemed employer contributions based upon performance or
other criteria which deemed contributions are ordinarily deemed to be invested
in units each representing the value of one share of the
Registrant's Common Stock. Amounts in a participant's Plan account may be deemed
to be invested in mutual funds, a fixed income alternative, which is not
available after April 1, 2000, returning the rate of the Registrant's cost of
borrowed capital, a fixed income alternative, deemed to be bearing simple
interest at the rate of 11.25% per annum compounded annually from the date of
deemed investment through June 30, 2006, at which point the deemed balance will
be distributable or rolled over as a deemed investment bearing interest at the
rate of the Registrant's cost of borrowed capital, or units representing
appreciation or depreciation on the Registrant's Common Stock. The Obligations
are payable upon termination of employment or on a date selected by the
participant in accordance with the terms of the Plan, subject to limited
exceptions for financial hardship, or unscheduled distributions where the
participant forfeits 7.5% of the amount distributable had the distribution not
been unscheduled. The Obligations are payable in the form of a lump-sum
distribution or in installments, at the election of the participant made in
accordance with the terms of the Plan. Distributions are in cash with the
exception that units representing deemed investment in Common Stock are
distributable in the form of one whole share of Common Stock for each such unit.

     Participants or beneficiaries may not sell, transfer, anticipate, assign,
hypothecate or otherwise dispose of any right or interest in the Plan.  A
participant may designate one or more beneficiaries to receive any portion of
Obligations payable in the event of death.

     Except insofar as deemed invested in common stock units, the Obligations
are not convertible into any other security of the Registrant. The Obligations
will not have the benefit of a negative pledge or any other affirmative or
negative covenant on the part of the Registrant. No trustee has been appointed
to take action with respect to the Obligations and each participant in the Plan
will be responsible for enforcing his or her own rights with respect to the
Obligations.

     The Registrant also reserves the right to amend or terminate the Plan at
any time and for any reason, including an amendment that would accelerate or
delay the payment of Obligations.

     Obligations in an aggregate principal amount of $100 million are being
registered under the Plan.  Further amounts may be registered and issued as new
or existing plan participants elect to defer portions of their compensation in
subsequent years.

     A copy of the Plan is filed as Exhibit 4.1 hereto and is incorporated
herein by reference.

     Pursuant to a "Going Private" transaction, the Registrant has entered into
an amendment and restated plan and agreement of merger dated as of May 31, 2001
with Blum CB Corp., a wholly owned subsidiary of CBRE Holding, Inc. CBRE
Holding, Inc. is controlled by the following directors of the Registrant and
their affiliates, as detailed in a Proxy Statement dated June 13, 2001, mailed
to Registrant's shareholders:

                                 Richard Blum
                               Bradford Freeman
                                  Donald Koll
                                Frederic Malek
                                  Brett White
                                 Raymond Wirta

     If the Registrant's shareholders approve the merger, then, subject to
certain elections, each unit which represents one share of the Registrant's
common stock will be converted into a unit that represents one share of Class A
common stock of CBRE Holding, Inc. The Class A common stock of CBRE Holding,
Inc., which will underlie such units will be the subject of a separate
registration statement to be filed by CBRE Holding, Inc.

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

     Not applicable.

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

     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 Six of the Company's Fourth Restated Certificate
of Incorporation provides that the Company shall indemnify, to the fullest
extent permitted by applicable laws as it presently exists of may be amended,
all directors and officers of the Company,. Article Fifth of Fourth Restated
Certificate of Incorporation further provides that no director of the Company
shall be liable to the Company or its stockholders for monetary damages for any
breach of fiduciary duty as a director, 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 Company 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 directors and officers of the
Registrant, including liabilities arising under applicable securities laws.

Item 7.  Exemption From Registration Claimed
-------  -----------------------------------

      Not Applicable.
Item 8.  Exhibits
-------  --------

     See Exhibit Index.

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

     (a)  Rule 415 Offering
          -----------------

          The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
-----------------
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registration pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.

          (2) That, for the purpose of determining any liability under the
Securities Act 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) Filing incorporating subsequent Exchange Act documents by reference
         -------------------------------------------------------------------

          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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that times 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 registration 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 of 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.
SIGNATURE

     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 El Segundo, State of California, on June 28, 2001.

                                         CB RICHARD ELLIS SERVICES, INC.

                                         By:        James H. Leonetti
                                            ------------------------------------
                                                 Chief Financial Officer

                               POWER OF ATTORNEY

     The officers and directors of CB Richard Ellis Services, Inc. whose
signatures appear below, hereby constitute and appoint Raymond E. Wirta and
Brett White, and each of them, their true and lawful attorneys and agents with
full power to act alone, to sign and execute on behalf of the undersigned any
amendment or amendments to this registration statement on Form S-8, and each of
the undersigned does hereby ratify and confirm all that each of said attorney
and agent, or their or his substitutes, shall do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement was signed by the following persons in the
capacities indicated on the dates indicated.
NAME                                                                TITLE                           DATE
/s/ Raymond E. Wirta                               Chief Executive Officer and Director       June 28, 2001
--------------------------------------------------
Raymond E. Wirta

 /s/ Brett White                                    Chairman - The Americas and Director       June 28, 2001
--------------------------------------------------
Brett White

 /s/ Stanton D. Anderson                            Director                                   June 28, 2001
--------------------------------------------------
Stanton D. Anderson

 /s/ Gary J. Beban                                  Director                                   June 28, 2001
--------------------------------------------------
Gary J. Beban

                                                    Director
--------------------------------------------------
Richard C. Blum

 /s/ James J. Didion                                Chairman of the Board and Director         June 28, 2001
--------------------------------------------------
James J. Didion

                                                    Director
--------------------------------------------------
Bradford M. Freeman
NAME                                                                TITLE                           DATE
Director
--------------------------------------------------
Donald M. Koll

 /s/ Paul C. Leach                                  Director                                   June 29, 2001
--------------------------------------------------
Paul C. Leach

 /s/ David Lind                                     Director                                   June 28, 2001
--------------------------------------------------
David Lind

                                                    Director
--------------------------------------------------
Frederic Malek

 /s/ Ray Elizabeth Uttenhove                        Director                                   June 28, 2001
--------------------------------------------------
Ray Elizabeth Uttenhove

                                                    Director
--------------------------------------------------
Gary L. Wilson

 /s/ James H. Leonetti                              Chief Financial Officer                    June 28, 2001
--------------------------------------------------
James H. Leonetti
EXHIBIT INDEX

 4.1  CB Richard Ellis Inc. Deferred Compensation Plan

 5.1  Opinion re legality of common stock

 5.2  Opinion re legality of interests in Deferred Compensation Plan

23.1  Consent of Counsel (included in Exhibits 5.1 and 5.2)

23.2  Independent Auditors' Consent

24.1  Power of Attorney (included in signature pages to this registration
      statement)