CB COMMERCIAL REAL ESTATE SERVICES GROUP INC
8-A12B, 1997-12-02
REAL ESTATE
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<PAGE>
 
                       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 Real Estate Services Group, 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)
<PAGE>
 
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 Real Estate Services Group, 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, which description is incorporated
by reference herein.

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

     1.   All exhibits required by Instruction II to Item 2 have been supplied
to the New York Stock Exchange.
<PAGE>
 
                                   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:  December 1, 1997.

                                  CB COMMERCIAL REAL ESTATE 
                                  SERVICES GROUP, INC.



                                  By /s/ John C. Haeckel
                                     ----------------------------------------
                                    John C. Haeckel
                                    Chief Financial Officer and
                                    Senior Executive Vice President
 


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