A B737 FLT CREW IS CLRED FOR A VISUAL APCH INTO BUR. THE FLT CREW RECEIVED A GPWS AND A TCASII WARNING.

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ON HEADING 110 DEGS BY SOCAL AT 5000 FT WE WERE TOLD TO EXPECT VISUAL APCH IN 5 MI. THE CAPT HAD THE TERRAIN DISPLAY ON. I COULD SEE THE MOUNTAINS OUT THE R SIDE WITH CITY LIGHTS IN THE BACKGROUND. I MADE A COMMENT TO THE CAPT THAT WE LOOKED CLOSE TO THE MOUNTAINS. WE HAD RWY 15 AND THE VASI IN SIGHT. SOCAL CLRED US FOR THE VISUAL APCH TO RWY 15 AND I STARTED A R TURN TO FOLLOW A ROAD WITH LIGHTS THAT SET US UP FOR A DOGLEG TO RWY 15. I LOOKED DOWN AT THE RADAR AND SAW THE TOP NUMBER RED 53. I HAD NOT STARTED TO DSND YET. WE GOT A TERRAIN FOLLOWED BY A CLB COMMAND WHILE I WAS LOOKING AT THE RADAR. THIS ALL TOOK PLACE WITHIN 5 SECONDS AFTER SOCAL CLRED US FOR THE VISUAL APCH. THE CAPT IMMEDIATELY TOOK THE ACFT AND DID A MAX CLB AND R TURN UNTIL WE COULD NO LONGER SEE THE MOUNTAINS AND THE DISPLAY WAS GREEN AGAIN. HE STOPPED THE CLB AND GAVE ME THE ACFT. HE TOLD SOCAL WHAT JUST HAPPENED. I COULD STILL SEE THE RWY AND THAT WE WERE INDEED CLR OF THE MOUNTAINS. I ASKED FOR FLAPS 5 DEGS AND GEAR DOWN. WE THEN GOT A TA WITH AN RA AND CLB COMMAND. THE CAPT AGAIN TOOK THE ACFT AND DID A MAX CLB. I HEARD SOCAL TELL AN ACFT OF OUR POS AND THE ACFT SAID HE HAD COMPANY IN SIGHT AND WERE TURNING R. I LOOKED AT THE TCASII DISPLAY AND SAW THE RED WITH A 3. I TOLD THE CAPT IT LOOKED LIKE THE CONFLICT ACFT WAS PASSING JUST BEHIND US. I NEVER SAW THE CONFLICT ACFT VISUALLY; BUT THE CAPT SAID HE HAD HIM. THE CAPT STOPPED THE CLB AFTER THE ACFT PASSED BEHIND US AND AGAIN GAVE ME THE CTLS. HE TOLD ATC TO MARK THE TAPE FOR REVIEW ONCE WE WERE ON THE GND AND ASKED FOR VECTORS TO JOIN THE ILS TO RWY 8. UPON LNDG; AFTER THE CHKLIST WAS COMPLETED; THE CAPT TOLD THE PAX WHAT WENT ON. HE CALLED SOCAL AND ASKED ME TO GET THE CHIEF PLT ON CALL THROUGH DISPATCH. THE EQUIP (GND PROX AND TCASII) WORKED PERFECTLY AS DID CRM WITH THE TWO OF US.