8-K

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


                                    FORM 8-K
                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



          Date of Report (Date of earliest event reported) August 19, 1997


                          KOLL REAL ESTATE GROUP, INC.
               (Exact Name of Registrant as Specified in Charter)


                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

               0-17189                       02-0426634
          (Commission File Number) (I.R.S. Employer Identification No.)



4343 Von Karman Avenue, Newport Beach, California         92660
(Address of principal executive offices)               (Zip Code)


                                 (714) 833-3030
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
                         (Former Name or Former Address,
                          if Changed Since Last Report)



Item 3.  BANKRUPTCY OR RECEIVERSHIP

       On August 19, 1997, the United States Bankruptcy Court for the 
District of Delaware (the "Court") confirmed the Registrant's Prepackaged 
Plan of Reorganization (the "Prepackaged Plan").

      The Prepackaged Plan generally consists of the following transactions: 
(i) the cancellation and exchange of approximately $169.0 million of Senior 
Subordinated Pay-In-Kind Debentures due March 15, 2002 ("Senior Debentures") 
and liquidated non-contingent claims and approximately $41.1 million of 
Subordinated Pay-In-Kind Debentures due March 15, 2002 ("Subordinated 
Debentures") on the basis of 56 shares of the Registrant's newly created 
Common Stock ("Common Stock") for each $1,000 principal amount of Senior 
Debentures or liquidated non-contingent claims and 28 shares of Common Stock 
for each $1,000 principal amount of Subordinated Debentures (all after 
consolidation of all outstanding shares of capital stock into a single class 
of Common Stock and the reverse stock split described below); (ii) the 
reclassification and combination of each share of the Company's Series A 
Preferred Stock (the "Preferred Stock") and Class A Common Stock (the "Class 
A Common Stock") outstanding prior to the effective date of the Prepackaged 
Plan into one and three-quarter (1.75) shares and one (1) share, 
respectively, of Common Stock (the "Capital Stock Combination"); (iii) the 
reverse stock split of all outstanding shares of capital stock of the 
Registrant on a one for one hundred (1:100) basis (the "Reverse Stock 
Split"); (iv) the implementation of numerous amendments to the Registrant's 
Restated Certificate of Incorporation (the "Restated Certificate") and 
Amended Bylaws (the "Bylaws") to effect the Capital Stock Combination and the 
Reverse Stock Split, to provide for authorized capital stock of 18 million 
shares of Common Stock, to eliminate the Registrant's classified board of 
directors which existed prior to the the effective date of the Prepackaged 
Plan and to remove various anti-takeover provisions contained in the Restated 
Certificate and Bylaws prior to the effective date of the Prepackaged Plan, 
including all supermajority voting provisions, certain restrictions on 
stockholders' ability to call special meetings and restrictions on 
stockholders' ability to act by written consent; and (v) the reconstitution 
and expansion of the Registrant's board of directors to include four 
incumbent directors and six new directors, each to serve for one year terms. 
There are currently approximately 48,938,507 and 38,886,590 issued and 
outstanding shares of the Registrant's Class A Common Stock and Preferred 
Stock, respectively. Upon completion of the Registrant's recapitalization, 
there will be approximately 11.8 million shares of Common Stock outstanding, 
excluding shares of Common Stock underlying certain options and warrants.

       Information concerning the Registrant's assets and liabilities is set 
forth in the Registrant's Registration Statement on Form S-4, as amended 
(Registration Nos. 333-29883 and 333-22121) and the Registrant's Quarterly 
Reports on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997, 
which information is incorporated herein by reference. The Prepackaged Plan, 
as confirmed by the Court, is attached as Exhibit 99.1 to the Registrant's 
Current Report on Form 8-K filed July 21, 1997 and is incorporated herein by 
reference.

       On August 19, 1997, the Registrant issued a press release, a copy of 
which is attached hereto and is incorporated herein by reference, which 
describes the confirmation of the Prepackaged Plan by the Court.

       Certain of the foregoing information is forward looking in its nature 
and involves risks and uncertainties that could significantly impact the 
ability of the Registrant to achieve its currently anticipated goals and 
objectives.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

       (c)     Exhibits:

       Exhibit No.            Description
       ------------           -----------

       99.01              Press Release, issued August 19, 1997.*

       99.02              Prepackaged Plan of Reorganization of Koll Real 
                          Estate Group, Inc., incorporated by reference to 
                          Exhibit 99.1 of the Registrant's Current Report on 
                          Form 8-K filed July 21, 1997.
       ----------------
       *Filed herewith.
                                       2.


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                   KOLL REAL ESTATE GROUP, INC.



Date:  August 28, 1997                By  /s/ Raymond J. Pacini
                                      ------------------------------
                                      Raymond J. Pacini
                                      Executive Vice President and
                                      Chief Financial Officer


                                       3.

EX-99.01

                                                           [EXHIBIT 99.01]
                                                           [LETTERHEAD]

NEWS RELEASE
- ------------
Contact: Donald M. Koll
         Chairman and Chief Executive Officer
         714-833-3030 X200

               KREG ANNOUNCES COURT CONFIRMATION OF PREPACKAGED PLAN

     NEWPORT BEACH, Calif. -- August 19, 1997 -- Koll Real Estate Group, Inc. 
(NASDAQ:KREG) announced today that its Prepackaged Plan of Reorganization, 
which was filed on July 14, 1997, has been confirmed by the U.S. Bankruptcy 
Court for the District of Delaware.

     Under the confirmed plan, the Company will exchange approximately $210 
million of outstanding debentures and noncontingent claims for common stock 
on or about September 2, 1997. Once completed, all corporate debt will be 
eliminated, resulting in a pro forma net worth of approximately $140 million 
as of June 30, 1997, and the preservation of approximately $200 million of 
tax loss carryforwards.

     "We are pleased to have obtained confirmation of our recapitalization 
plan within only 36 days of filing with the court," said Donald M. Koll, KREG 
chairman and CEO. "I am very optimistic about the future of the Company with 
its strong balance sheet, favorable tax position, absence of corporate debt 
and dominant position in strong domestic and Asian real estate markets."

     Koll Real Estate Group, Inc. provides residential and commercial real 
estate development services on a national and international basis. The 
Company's largest single asset, Bolsa Chica in Orange County, California, is 
progressing toward groundbreaking for a new master-planned residential 
community in 1998. In addition, the Company currently has 30 commercial 
projects under development in the United States and Asia totaling 
approximately 12 million square feet and $1.2 billion in construction costs.


                                 **MORE**




August 19, 1997                                                  Page 2

     Any forward-looking statements in this press release involve risks and 
uncertainties. The Company's actual results could differ materially from 
those currently anticipated in any such forward-looking statements because of 
many factors.


                                   **END**


     EDITOR'S NOTE:  Please do not confuse the four separately owned and 
operated companies which carry the Koll name. Koll Real Estate Group, Inc. is 
a publicly-owned development and development services company with operations 
in the United States and Asia. Koll Real Estate Services, which has agreed to 
merge with CB Commercial Real Estate Services Group Inc., is one of the 
nation's largest real estate services companies, providing property, 
facilities and asset management to clients throughout the United States and 
Asia. Koll Construction, is one of the country's largest multi-service 
construction firms. Koll Resorts International is a leading developer of 
resort communities in Mexico and provides management services to resort 
developments in Mexico and the United States.