<PAGE>
 
                                            Registration No. 333-_______________

    As filed with the Securities and Exchange Commission on April 28, 1997
                                        
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                     SECURITY CAPITAL ATLANTIC INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)

                                    Maryland
         (State or Other Jurisdiction of Incorporation or Organization)

                                   85-0415503
                      (I.R.S. Employer Identification No.)

                  Six Piedmont Center, Atlanta, Georgia 30305
              (Address of Principal Executive Offices) (Zip Code)

                     SECURITY CAPITAL ATLANTIC INCORPORATED
                    SHARE OPTION PLAN FOR OUTSIDE DIRECTORS
                            (Full Title of the Plan)

                          Jeffrey A. Klopf, Secretary
                     Security Capital Atlantic Incorporated
                              Six Piedmont Center
                             Atlanta, Georgia 30305
                    (Name and Address of Agent for Service)

                                 (404) 237-9292
         (Telephone Number, including Area Code, of Agent for Service)

<TABLE>
<CAPTION>

                              CALCULATION OF REGISTRATION FEE
======================================================================================
                                               Proposed     Proposed
      Title of                                 Maximum      Maximum
     Securities                 Amount         Offering    Aggregate     Amount of
       to Be                    to Be         Price Per     Offering    Registration
     Registered             Registered/1//    Share/2//    Price/2//        Fee
--------------------------------------------------------------------------------------
<S>                         <C>               <C>          <C>          <C>
   Common Stock,
   $.01 par value            100,000 Shares   $21.55313    $2,155,313       $654
======================================================================================
</TABLE>

1/   Also registered hereby are an indeterminate number of additional shares of
     Common Stock that may become issuable pursuant to the anti-dilution
     provisions of the plan.

2/   In accordance with Rule 457(h)(1), the offering price of shares of Common
     Stock currently subject to options was computed upon the basis of the
     exercise price. The number of such shares and respective per share exercise
     prices are as follows: 3,000 shares at $21.25. The offering price for the
     remaining 97,000 shares for which options have not been awarded was
     computed upon the basis of the average of the high and low sale prices of
     the Common Stock reported on the New York Stock Exchange on April 24, 1997,
     which was $21.5625.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have heretofore been filed by the registrant
with the Securities and Exchange Commission (File No. 1-12303), are incorporated
by reference herein and shall be deemed to be a part hereof:

     (a)    The registrant's Annual Report on Form 10-K for the year ended
            December 31, 1996;

     (b)    The registrant's Current Reports on Form 8-K filed January 27, 1997
            and March 26, 1997;

     (c)    The description of the registrant's Common Stock contained in the
            registrant's registration statement on Form 8-A; and

     (d)    The description of the registrant's preferred share purchase rights
            contained in the registrant's registration statement on Form 8-A.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and shall be deemed a part hereof from the date of filing of such
documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The validity of the issuance of the shares of Common Stock registered
hereunder will be passed upon for the registrant by the law firm of Mayer, Brown
& Platt, Chicago, Illinois. Mayer, Brown & Platt has represented and is
currently representing the registrant and certain of its affiliates.

Item 6. Indemnification of Directors and Officers.

     Maryland law permits a Maryland corporation to include in its charter a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for liability
resulting from (a) actual receipt of an improper benefit of profit in money,
property or services or (b) active and deliberate dishonesty established by a
final judgment as being material to the cause of action. The registrant's
charter contains such a provision which eliminates such liability to the maximum
extent permitted by Maryland law.

     The registrant's officers and directors are and will be indemnified under
the registrant's charter against certain liabilities. The registrant's charter
provides that the registrant will, to the maximum extent permitted by Maryland
law in effect from time to time, indemnify and pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (a) any individual
who is a present or former director or officer of the registrant or (b) any
individual who, while a director or officer of the registrant and at the request
of the registrant, serves or has served another corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a director,
officer, partner or trustee of such corporation, partnership, joint venture,
employee benefit plan or other

                                       2
<PAGE>
 
enterprise. The registrant has the power, with the approval of the registrant's
board of directors, to provide such indemnification and advancement of expenses
to a person who served a predecessor of the registrant in any of the capacities
described in (a) or (b) above and to any employee or agent of the registrant or
its predecessors.

     Maryland law requires a corporation (unless its charter provides otherwise,
which the registrant's charter does not) to indemnify a director or officer who
has been successful, on the merits or otherwise, in the defense of any
proceeding to which he or she is made a party by reason of his or her service in
that capacity. Maryland law permits a corporation to indemnify its present and
former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. However, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation. Maryland law permits the registrant to advance
reasonable expenses to a director or officer upon the registrant's receipt of
(a) a written affirmation by the director or officer of his or her good faith
belief that he or she has met the standard of conduct necessary for
indemnification by the registrant as authorized by the registrant's Bylaws and
(b) a written statement by or on his or her behalf to repay the amount paid or
reimbursed by the registrant if it shall ultimately be determined that the
standard of conduct was not met.

     The registrant has entered into indemnity agreements with each of its
officers and directors which provide for reimbursement of all expenses and
liabilities of such officer or director, arising out of any lawsuit or claim
against such officer or director due to the fact that he or she was or is
serving as an officer or director, except for such liabilities and expenses (a)
the payment of which is judicially determined to be unlawful, (b) relating to
claims under Section 16(b) of the Exchange Act or (c) relating to judicially
determined criminal violations.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     See Index to Exhibits.

Item 9. Undertakings.

(a)  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, as amended (the "Securities Act");

          (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;

                                       3
<PAGE>
 
          (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 information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the registrant pursuant to Section 13 or 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, 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)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to Section 13(a) or 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 time shall be deemed to be the
     initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     registrant pursuant to the provisions of the registrant's charter or bylaws
     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 Securities 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 whether such indemnification by it is
     against public policy as expressed in the Securities Act and will be
     governed by the final adjudication of such issue.

                                       4
<PAGE>
 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of Security Capital Atlantic
Incorporated, a Maryland corporation, and each of the undersigned directors and
officers of Security Capital Atlantic Incorporated, hereby constitutes and
appoints James C. Potts, Constance B. Moore, William Kell, Jeffrey A. Klopf,
Ariel Amir, Edward J. Schneidman and Michael T. Blair its, his or her true and
lawful attorneys-in-fact and agents, for it, him or her and in its, his or her
name, place and stead, in any and all capacities, with full power to act alone,
to sign any and all amendments to this registration statement (including post-
effective amendments thereto, and other documents in connection therewith), and
to file the same, with all exhibits thereto, and any and all documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as it, he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.

                                       5
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Atlanta, State of Georgia, on the 25th day of April, 
1997.



                                  Security Capital Atlantic Incorporated


                                  By:   /s/ CONSTANCE B. MOORE
                                     -----------------------------------
                                     Constance B. Moore
                                     Co-Chairman and Chief Operating Officer


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on the dates indicated.

<TABLE>
<CAPTION>

       Signature                      Title                  Date
       ---------                      -----                  ----
<S>                         <C>                              <C>

/s/ JAMES C. POTTS          Co-Chairman, Chief Investment    April 25, 1997
------------------------    Officer and Director
     James C. Potts

/s/ CONSTANCE B. MOORE      Co-Chairman, Chief Operating     April 25, 1997
------------------------    Officer and Director
   Constance B. Moore

/s/ WILLIAM KELL            Vice President and Controller    April 25, 1997
------------------------    (Principal Financial and
      William Kell          Accounting Officer)

/s/ M. A. GARCIA III        Director                         April 25, 1997
------------------------
    M. A. Garcia III

/s/ NED S. HOLMES           Director                         April 25, 1997
------------------------
     Ned S. Holmes

/s/ JOHN M. RICHMAN         Director                         April 25, 1997
------------------------
    John M. Richman
</TABLE>

                                       6
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 
Exhibit    Description
-------    -----------
<S>        <C>
 
4.1        Security Capital Atlantic Incorporated Share Option Plan for Outside
           Directors (incorporated by reference to Exhibit 10.7 to the
           registrant's Form S-11 No. 333-07071).
           
4.2        First Amendment to Security Capital Atlantic Incorporated Share
           Option Plan for Outside Directors (incorporated by reference to
           Exhibit 10.8 to the registrant's Form S-11 No. 333-07071).
           
4.3        Second Amendment to Security Capital Atlantic Incorporated Share
           Option Plan for Outside Directors.
           
4.4        Second Amended and Restated Articles of Incorporation of the
           registrant (incorporated by reference to Exhibit 4.1 to the
           registrant's Form S-11 No. 333-07071).
           
4.5        Articles of Amendment to Second Amended and Restated Articles of
           Incorporation of the registrant (incorporated by reference to Exhibit
           4.2 to the registrant's Form S-11 No. 333-07071).
           
4.6        Articles of Amendment to Second Amended and Restated Articles of
           Incorporation of the registrant (incorporated by reference to Exhibit
           4.3 to the registrant's Form S-11 No. 333-07071).
           
4.7        Articles Supplementary to Second Amended and Restated Articles of
           Incorporation (incorporated by reference to Exhibit 4.4 to the
           registrant's Form 10-K for the year ended December 31, 1996).
           
4.8        Second Amended and Restated Bylaws of the registrant (incorporated by
           reference to Exhibit 4.4 to the registrant's Form S-11 No. 333-
           07071).
           
4.9        Rights Agreement, dated as of March 12, 1996, between the registrant
           and The First National Bank of Boston, as Rights Agent, including
           form of Rights Certificate (incorporated by reference to Exhibit 4.5
           to the registrant's Form S-11 No. 333-07071).
           
4.10       Form of stock certificate for shares of common stock of the
           registrant (incorporated by reference to Exhibit 4.6 to the
           registrant's Form S-11 No. 333-07071).
           
5          Opinion of Mayer, Brown & Platt as to the legality of the securities
           registered.
 
23.1       Consent of Ernst & Young LLP.
 
23.2       Consent of Mayer, Brown & Platt (included in its opinion filed as
           Exhibit 5 hereto).
 
24         Power of Attorney (included at page 5 hereof).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19569}]
{"company-data": {"conformed-name": "SECURITY CAPITAL ATLANTIC INC", "cik": "0000924664", "assigned-sic": "6798", "irs-number": "850415503", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25993", "film-number": "97588924"}, "business-address": {"street1": "SIX PIEDMONT CENTER", "street2": "STE 600", "city": "ATLANTA", "state": "GA", "zip": "30305"}, "mail-address": {"street1": "SIX PIEDMONT CENTER SIXTH FLOOR", "city": "ATLANTA", "state": "GA", "zip": "30305"}}
Registration No. 333-_______________

    As filed with the Securities and Exchange Commission on April 28, 1997
                                        
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                     SECURITY CAPITAL ATLANTIC INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)

                                    Maryland
         (State or Other Jurisdiction of Incorporation or Organization)

                                   85-0415503
                      (I.R.S. Employer Identification No.)

                  Six Piedmont Center, Atlanta, Georgia 30305
              (Address of Principal Executive Offices) (Zip Code)

                     SECURITY CAPITAL ATLANTIC INCORPORATED
                    SHARE OPTION PLAN FOR OUTSIDE DIRECTORS
                            (Full Title of the Plan)

                          Jeffrey A. Klopf, Secretary
                     Security Capital Atlantic Incorporated
                              Six Piedmont Center
                             Atlanta, Georgia 30305
                    (Name and Address of Agent for Service)

                                 (404) 237-9292
         (Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
======================================================================================
                                               Proposed     Proposed
      Title of                                 Maximum      Maximum
     Securities                 Amount         Offering    Aggregate     Amount of
       to Be                    to Be         Price Per     Offering    Registration
     Registered             Registered/1//    Share/2//    Price/2//        Fee
--------------------------------------------------------------------------------------
Common Stock,
   $.01 par value            100,000 Shares   $21.55313    $2,155,313       $654
======================================================================================
1/   Also registered hereby are an indeterminate number of additional shares of
     Common Stock that may become issuable pursuant to the anti-dilution
     provisions of the plan.

2/   In accordance with Rule 457(h)(1), the offering price of shares of Common
     Stock currently subject to options was computed upon the basis of the
     exercise price. The number of such shares and respective per share exercise
     prices are as follows: 3,000 shares at $21.25. The offering price for the
     remaining 97,000 shares for which options have not been awarded was
     computed upon the basis of the average of the high and low sale prices of
     the Common Stock reported on the New York Stock Exchange on April 24, 1997,
     which was $21.5625.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have heretofore been filed by the registrant
with the Securities and Exchange Commission (File No. 1-12303), are incorporated
by reference herein and shall be deemed to be a part hereof:

     (a)    The registrant's Annual Report on Form 10-K for the year ended
            December 31, 1996;

     (b)    The registrant's Current Reports on Form 8-K filed January 27, 1997
            and March 26, 1997;

     (c)    The description of the registrant's Common Stock contained in the
            registrant's registration statement on Form 8-A; and

     (d)    The description of the registrant's preferred share purchase rights
            contained in the registrant's registration statement on Form 8-A.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and shall be deemed a part hereof from the date of filing of such
documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The validity of the issuance of the shares of Common Stock registered
hereunder will be passed upon for the registrant by the law firm of Mayer, Brown
& Platt, Chicago, Illinois. Mayer, Brown & Platt has represented and is
currently representing the registrant and certain of its affiliates.

Item 6. Indemnification of Directors and Officers.

     Maryland law permits a Maryland corporation to include in its charter a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for liability
resulting from (a) actual receipt of an improper benefit of profit in money,
property or services or (b) active and deliberate dishonesty established by a
final judgment as being material to the cause of action. The registrant's
charter contains such a provision which eliminates such liability to the maximum
extent permitted by Maryland law.

     The registrant's officers and directors are and will be indemnified under
the registrant's charter against certain liabilities. The registrant's charter
provides that the registrant will, to the maximum extent permitted by Maryland
law in effect from time to time, indemnify and pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (a) any individual
who is a present or former director or officer of the registrant or (b) any
individual who, while a director or officer of the registrant and at the request
of the registrant, serves or has served another corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a director,
officer, partner or trustee of such corporation, partnership, joint venture,
employee benefit plan or other

                                       2
enterprise. The registrant has the power, with the approval of the registrant's
board of directors, to provide such indemnification and advancement of expenses
to a person who served a predecessor of the registrant in any of the capacities
described in (a) or (b) above and to any employee or agent of the registrant or
its predecessors.

     Maryland law requires a corporation (unless its charter provides otherwise,
which the registrant's charter does not) to indemnify a director or officer who
has been successful, on the merits or otherwise, in the defense of any
proceeding to which he or she is made a party by reason of his or her service in
that capacity. Maryland law permits a corporation to indemnify its present and
former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. However, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation. Maryland law permits the registrant to advance
reasonable expenses to a director or officer upon the registrant's receipt of
(a) a written affirmation by the director or officer of his or her good faith
belief that he or she has met the standard of conduct necessary for
indemnification by the registrant as authorized by the registrant's Bylaws and
(b) a written statement by or on his or her behalf to repay the amount paid or
reimbursed by the registrant if it shall ultimately be determined that the
standard of conduct was not met.

     The registrant has entered into indemnity agreements with each of its
officers and directors which provide for reimbursement of all expenses and
liabilities of such officer or director, arising out of any lawsuit or claim
against such officer or director due to the fact that he or she was or is
serving as an officer or director, except for such liabilities and expenses (a)
the payment of which is judicially determined to be unlawful, (b) relating to
claims under Section 16(b) of the Exchange Act or (c) relating to judicially
determined criminal violations.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     See Index to Exhibits.

Item 9. Undertakings.

(a)  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, as amended (the "Securities Act");

          (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;

                                       3
(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 information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the registrant pursuant to Section 13 or 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, 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)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to Section 13(a) or 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 time shall be deemed to be the
     initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     registrant pursuant to the provisions of the registrant's charter or bylaws
     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 Securities 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 whether such indemnification by it is
     against public policy as expressed in the Securities Act and will be
     governed by the final adjudication of such issue.

                                       4
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of Security Capital Atlantic
Incorporated, a Maryland corporation, and each of the undersigned directors and
officers of Security Capital Atlantic Incorporated, hereby constitutes and
appoints James C. Potts, Constance B. Moore, William Kell, Jeffrey A. Klopf,
Ariel Amir, Edward J. Schneidman and Michael T. Blair its, his or her true and
lawful attorneys-in-fact and agents, for it, him or her and in its, his or her
name, place and stead, in any and all capacities, with full power to act alone,
to sign any and all amendments to this registration statement (including post-
effective amendments thereto, and other documents in connection therewith), and
to file the same, with all exhibits thereto, and any and all documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as it, he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Atlanta, State of Georgia, on the 25th day of April, 
1997.

                                  Security Capital Atlantic Incorporated

                                  By:   /s/ CONSTANCE B. MOORE
                                     -----------------------------------
                                     Constance B. Moore
                                     Co-Chairman and Chief Operating Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on the dates indicated.
Signature                      Title                  Date
       ---------                      -----                  ----
/s/ JAMES C. POTTS          Co-Chairman, Chief Investment    April 25, 1997
------------------------    Officer and Director
     James C. Potts

/s/ CONSTANCE B. MOORE      Co-Chairman, Chief Operating     April 25, 1997
------------------------    Officer and Director
   Constance B. Moore

/s/ WILLIAM KELL            Vice President and Controller    April 25, 1997
------------------------    (Principal Financial and
      William Kell          Accounting Officer)

/s/ M. A. GARCIA III        Director                         April 25, 1997
------------------------
    M. A. Garcia III

/s/ NED S. HOLMES           Director                         April 25, 1997
------------------------
     Ned S. Holmes

/s/ JOHN M. RICHMAN         Director                         April 25, 1997
------------------------
    John M. Richman
6
EXHIBIT INDEX
Exhibit    Description
-------    -----------
4.1        Security Capital Atlantic Incorporated Share Option Plan for Outside
           Directors (incorporated by reference to Exhibit 10.7 to the
           registrant's Form S-11 No. 333-07071).
           
4.2        First Amendment to Security Capital Atlantic Incorporated Share
           Option Plan for Outside Directors (incorporated by reference to
           Exhibit 10.8 to the registrant's Form S-11 No. 333-07071).
           
4.3        Second Amendment to Security Capital Atlantic Incorporated Share
           Option Plan for Outside Directors.
           
4.4        Second Amended and Restated Articles of Incorporation of the
           registrant (incorporated by reference to Exhibit 4.1 to the
           registrant's Form S-11 No. 333-07071).
           
4.5        Articles of Amendment to Second Amended and Restated Articles of
           Incorporation of the registrant (incorporated by reference to Exhibit
           4.2 to the registrant's Form S-11 No. 333-07071).
           
4.6        Articles of Amendment to Second Amended and Restated Articles of
           Incorporation of the registrant (incorporated by reference to Exhibit
           4.3 to the registrant's Form S-11 No. 333-07071).
           
4.7        Articles Supplementary to Second Amended and Restated Articles of
           Incorporation (incorporated by reference to Exhibit 4.4 to the
           registrant's Form 10-K for the year ended December 31, 1996).
           
4.8        Second Amended and Restated Bylaws of the registrant (incorporated by
           reference to Exhibit 4.4 to the registrant's Form S-11 No. 333-
           07071).
           
4.9        Rights Agreement, dated as of March 12, 1996, between the registrant
           and The First National Bank of Boston, as Rights Agent, including
           form of Rights Certificate (incorporated by reference to Exhibit 4.5
           to the registrant's Form S-11 No. 333-07071).
           
4.10       Form of stock certificate for shares of common stock of the
           registrant (incorporated by reference to Exhibit 4.6 to the
           registrant's Form S-11 No. 333-07071).
           
5          Opinion of Mayer, Brown & Platt as to the legality of the securities
           registered.
 
23.1       Consent of Ernst & Young LLP.
 
23.2       Consent of Mayer, Brown & Platt (included in its opinion filed as
           Exhibit 5 hereto).
 
24         Power of Attorney (included at page 5 hereof).