SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM 8-A


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                         CB COMMERCIAL HOLDINGS, INC.
    ---------------------------------------------------------------------
                    (Exact name of registrant as specified
                                in its charter)


          Delaware                                      52-1616016
   -----------------------                       ------------------------
   (State of incorporation                             (I.R.S. Employer
       or organization)                              Identification No.)



533 South Fremont Avenue, Los Angeles, CA                     90071-1798
- - -----------------------------------------                    ------------
  (Address of principal executive offices)                    (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:


     Title of each class                    Name of each exchange on which
     to be so registered                    each class is to be registered
     -------------------------              ------------------------------

    Common Stock,                              New York Stock Exchange
$.01 par value per share


     If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [_]

     If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]


Securities to be registered pursuant to Section 12(g) of the Act:

                                     
                                     None
                                     ----
                               (Title of class)

 
Item 1.   Description of Registrant's Securities to be Registered.
          ------------------------------------------------------- 

     In response to this item, incorporated by reference is the description of
the Common Stock, $.01 par value per share (the "Common Stock"), of CB
Commercial Holdings, Inc. (the "Registrant") contained under the caption
"Description of Capital Stock - Common Stock" in the Prospectus (Subject to
Completion) dated _________, 1996 that forms a part of the Registrant's
Registration Statement on Form S-1 (the "Registration Statement") filed
simultaneously herewith.

Item 2.   Exhibits.
          -------- 

     The following exhibits are filed as a part of this Registration Statement:

     1.   Annual Report on Form 10-K of the Registrant for the Fiscal Year ended
          December 31, 1995 (File No. 0-18525) incorporated herein by reference.

     2.   a)   Quarterly Report on Form 10-Q of the Registrant for the quarterly
          period ended March 31, 1996 (File No. 0-18525) incorporated herein by
          reference.

          b)  Quarterly Report on Form 10-Q of the Registrant for the quarterly
          period ended June 30, 1996 (File No. 0-18525) incorporated herein by
          reference.

     3.   Proxy Statement of the Registrant dated April 23, 1996 (File No. 0-
          18525) relating to the Registrant's 1996 Annual Meeting of
          Stockholders, incorporated herein by reference.

     4.   Form of Fourth Restated Certificate of Incorporation of the Registrant
          (incorporated herein by reference to Exhibit 3(i).2 of the
          Registration Statement), to be filed with the Delaware Secretary of
          State upon consummation of the offering covered by the Registrant's
          Registration Statement on Form S-1 filed simultaneously herewith; Form
          of Third Amended and Restated By-Laws of the Registrant (incorporated
          herein by reference to Exhibit 3(ii).2 of the Registration Statement),
          to be adopted upon consummation of the offering covered by the
          Registrant's Registration Statement on Form S-1 filed simultaneously
          herewith.

     5.   Form of stock certificate for Common Stock of the Registrant
          (incorporated herein by reference to Exhibit 4.1 of the Registration
          Statement).

     6.   Annual Report on Form 10-K of the Registrant for the Fiscal Year ended
          December 31, 1995 (File No. 0-18525)

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          incorporated herein by reference (See Exhibit 1, above).

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                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.

     Dated:  September 26, 1996.


                                       CB COMMERCIAL HOLDINGS, INC.



                                       By  /s/ Walter V. Stafford
                                          -------------------------------------
                                            Walter V. Stafford
                                            Senior Executive Vice President
                                            and General Counsel

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