<PAGE>
 
                                                    Registration No. 333-_______

    As filed with the Securities and Exchange Commission on July 10, 1997

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                             --------------------

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


                        SECURITY CAPITAL PACIFIC TRUST
            (Exact Name of Registrant as Specified in its Charter)


                                   Maryland
        (State or Other Jurisdiction of Incorporation or Organization)


                                  74-6056896
                     (I.R.S. Employer Identification No.)


                7777 Market Center Avenue, El Paso, Texas 79912
              (Address of Principal Executive Offices) (Zip Code)


                           PROPERTY TRUST OF AMERICA
                    SHARE OPTION PLAN FOR OUTSIDE TRUSTEES
                           (Full Title of the Plan)


                          Jeffrey A. Klopf, Secretary
                        Security Capital Pacific Trust
                           7777 Market Center Avenue
                             El Paso, Texas 79912
                    (Name and Address of Agent for Service)


                                (915) 877-3900
         (Telephone Number, including Area Code, of Agent for Service)

<TABLE> 
<CAPTION>  
                                 CALCULATION OF REGISTRATION FEE
=================================================================================================
                                              Proposed Maximum   Proposed Maximum     Amount of
     Title of Securities      Amount to Be     Offering Price        Aggregate       Registration
      to Be Registered        Registered/1/     Per Share/2/     Offering Price/2/       Fee
-------------------------------------------------------------------------------------------------
<S>                           <C>             <C>                <C>                 <C> 
Common Shares of Beneficial  
  Interest, $1.00 par value   30,000 Shares        $16.488667      $494,660            $150    
=================================================================================================
</TABLE>

/1/  Also registered hereby are an indeterminate number of additional Common
     Shares of Beneficial Interest 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 Common Shares of
     Beneficial Interest currently subject to options was computed upon the
     basis of the average exercise price. The number of such shares and
     respective per share exercise prices are as follows: 2,000 shares at $8.46;
     6,000 shares at $16.34; 6,000 shares at $16.71; 8,000 shares at $15.59 and
     8,000 shares at $19.34.

================================================================================


<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. 1-10272) 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 Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1997;
 
     (c)  The registrant's Current Reports on Form 8-K filed January 27, 1997,
          February 20, 1997, March 26, 1997 and May 29, 1997;

     (d)  The description of the registrant's Common Shares of Beneficial
          Interest contained in the registrant's registration statement on Form
          8-A; and

     (e)  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 Common Shares of Beneficial Interest
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.

     Article 4, Section 12, of the registrant's Restated Declaration of Trust
provides as follows with respect to indemnification of trustees:

          "The Trust shall indemnify and hold harmless each Trustee from and
     against all claims and liabilities, whether they proceed to judgment or are
     settled, to which such Trustee may become subject by reason of his being or
     having been a Trustee, or by reason of any action alleged to have been
     taken or omitted by him as Trustee, and shall reimburse him for all legal
     and other expenses reasonably incurred by him in connection with any such
     claim or liability, including any claim or liability arising under the
     provisions of federal or state securities laws; provided, however, that no
     Trustee shall be indemnified or reimbursed under the foregoing provisions
     in relation to any matter unless it shall have been adjudicated that his
     action or omission did not constitute willful misfeasance, bad faith or
     gross negligence in the conduct of his duties, or, unless, in the absence
     of such an adjudication, the Trust shall have received a written opinion
     from independent counsel, approved by the Trustees, to the effect that if
     the matter of 

                                      II-1
<PAGE>
 
     willful misfeasance, bad faith or gross negligence in the conduct of duties
     had been adjudicated, it would have been adjudicated in favor of such
     Trustee. The rights accruing to a Trustee under these provisions shall not
     exclude any other right to which he may be lawfully entitled, nor shall
     anything herein contained restrict the right of the Trust to indemnify or
     reimburse such Trustee in any proper cause even though not specifically
     provided for herein."

     Article 8, Section 1 of the registrant's Restated Declaration of Trust
provides as follows with respect to the limitation of liability of trustees and
officers and indemnification:

          "A Trustee or officer of the Trust shall not be liable for monetary
     damages to the Trust or its shareholders for any act or omission in the
     performance of his duties unless:

     (1)  The Trustee or officer actually received an improper benefit in money,
          property or services (in which case, such liability shall be for the
          amount of the benefit in money, property or services actually
          received);

     (2)  The Trustee's or officer's action or failure to act was the result of
          active and deliberate dishonesty and was material to the cause of
          action being adjudicated;

     (3)  The Trustee's or officer's action or failure to act constitutes
          willful misconduct or deliberate recklessness; or

     (4)  Such liability to the Trust is specifically imposed upon Trustees or
          officers by statute."

     Article 8, Section 6 of the registrant's Restated Declaration of Trust
provides as follows with respect to the indemnification of trustees and
officers:

          "Notwithstanding any other provisions of this Restated Declaration of
     Trust, the Trust, for the purpose of providing indemnification for its
     Trustees and officers, shall have the authority, without specific
     shareholder approval, to enter into insurance or other arrangements, with
     persons or entities which are not regularly engaged in the business of
     providing insurance coverage, to indemnify all Trustees and officers of the
     Trust against any and all liabilities and expenses incurred by them by
     reason of their being Trustees or officers of the Trust, whether or not the
     Trust would otherwise have the power under this Restated Declaration of
     Trust or under Maryland law to indemnify such persons against such
     liability. Without limiting the power of the Trust to procure or maintain
     any kind of insurance or other arrangement, the Trust may, for the benefit
     of persons indemnified by it, (i) create a trust fund, (ii) establish any
     form of self-insurance, (iii) secure its indemnity obligation by grant of
     any security interest or other lien on the assets of the corporation, or
     (iv) establish a letter of credit, guaranty or surety arrangement. Any such
     insurance or other arrangement may be procured, maintained or established
     within the Trust or with any insurer or other person deemed appropriate by
     the Board of Trustees regardless of whether all or part of the shares or
     other securities thereof are owned in whole or in part by the Trust. In the
     absence of fraud, the judgment of the Board of Trustees as to the terms and
     conditions of insurance or other arrangement and the identity of the
     insurer or other person participating in any arrangement shall be
     conclusive, and such insurance or other arrangement shall not be subject to
     voidability, nor subject the Trustees approving such insurance or other
     arrangement to liability, on any ground, regardless of whether Trustees
     participating and approving such insurance or other arrangement shall be
     beneficiaries thereof."

     The registrant has entered into indemnity agreements with each of its
officers and trustees which provide for reimbursement of all expenses and
liabilities of such officer or trustee, arising out of any lawsuit or claim
against such officer or trustee due to the fact that he or she was or is serving
as an officer or trustee, 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.

                                      II-2
<PAGE>
 
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;

          (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 trustees, 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
                                      II-3
<PAGE>
 
      the payment by the registrant of expenses incurred or paid by a trustee,
      officer or controlling person of the registrant in the successful defense
      of any action, suit or proceeding) is asserted by such trustee, 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.

                                      II-4
<PAGE>
 

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of Security Capital Pacific
Trust, a Maryland real estate investment trust, and each of the undersigned
trustees and officers of Security Capital Pacific Trust, hereby constitutes and
appoints C. Ronald Blankenship, R. Scot Sellers, Bryan J. Flanagan, Ash K.
Atwood, Jeffrey A. Klopf and Ariel Amir its or his true and lawful attorneys-in-
fact and agents, for it or him and in its or his 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 or he 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.

                                     II-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 Santa Fe, State of New Mexico, on the 9th day of
July, 1997.


                               Security Capital Pacific Trust


                               By: /s/  R. Scot Sellers
                                   -------------------------------------
                                   R. Scot Sellers
                                   Chief Executive Officer and President
                                   


     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/  C. Ronald Blankenship    Non-Executive Chairman and Trustee   July 9, 1997
---------------------------
C. Ronald Blankenship

/s/  R. Scot Sellers          Chief Executive Officer and          July 9, 1997
---------------------------   President (Principal Executive
R. Scot Sellers               Officer)

/s/  Bryan J. Flanagan        Senior Vice President (Principal     July 9, 1997
---------------------------   Financial Officer)
Bryan J. Flanagan

/s/  Ash K. Atwood            Vice President and Co-Controller     July 9, 1997
---------------------------   (Principal Accounting Officer)
Ash K. Atwood

/s/  James A. Cardwell        Trustee                              July 9, 1997
---------------------------
James A. Cardwell

/s/  John T. Kelley III       Trustee                              July 9, 1997
---------------------------
John T. Kelley III

/s/  Calvin K. Kessler        Trustee                              July 9, 1997
---------------------------
Calvin K. Kessler

                              Trustee                              
---------------------------
William G. Myers

/s/  James H. Polk III        Trustee                              July 9, 1997
---------------------------
James H. Polk III

/s/  John C. Schweitzer       Trustee                              July 9, 1997
---------------------------
John C. Schweitzer
</TABLE>

                                     II-6
                                     
<PAGE>
<TABLE>
                                 EXHIBIT INDEX
<C>         <S>
Exhibit     Description
-------     -----------

 4.1        Property Trust of America Share Option Plan for Outside Trustees
            (incorporated by reference to Exhibit 10.1 to the registrant's Form
            10-K for the year ended December 31, 1995).


 4.2        Restated Declaration of Trust of the registrant (incorporated by
            reference to Exhibit 4 to the registrant's Form 10-Q for the quarter
            ended June 30, 1991).


 4.3        First Certificate of Amendment of Restated Declaration of Trust of
            the registrant (incorporated by reference to Exhibit 4 to the
            registrant's Form 10-Q for the quarter ended June 30, 1992).


 4.4        Second Certificate of Amendment of Restated Declaration of Trust of
            the Registrant (incorporated by reference to Exhibit 3.1 to the
            registrant's Form 8-K dated May 3, 1994).


 4.5        Third Articles of Amendment of Restated Declaration of Trust of the
            registrant (incorporated by reference to Exhibit 4.4 to the
            registrant's Registration Statement No. 33-86444).


 4.6        Fifth Articles of Amendment of Restated Declaration of Trust of the
            registrant (incorporated by reference to Exhibit 4.5 to the
            registrant's Form 10-K for the year ended December 31, 1996).


 4.7        Articles Supplementary relating to the registrant's Series A
            Preferred Shares (incorporated by reference to Exhibit 3.1 to the
            registrant's Form 8-K dated November 22, 1993).


 4.8        Articles Supplementary relating to the registrant's Series B
            Preferred Shares (incorporated by reference to Exhibit 99.3 to the
            registrant's Form 8-K dated May 18, 1995).


 4.9        First Articles of Amendment to Articles Supplementary relating to
            the registrant's Series B Preferred Shares (incorporated by
            reference to Exhibit 3.1 to the registrant's Form 10-Q for the
            quarter ended September 30, 1995).


 4.10       Bylaws of the registrant (incorporated by reference to Exhibit 4.1
            to the registrant's Form 8-K dated November 22, 1993).


 4.11       Rights Agreement, dated as of July 21, 1994, between the registrant
            and Chemical Bank, including form of Rights Certificate
            (incorporated by reference to Exhibit 4.2 to the registrant's Form
            8-K dated July 19, 1994).


 4.12       First Amendment, dated as of February 8, 1995, to Rights Agreement,
            between the registrant and Chemical Bank (incorporated by reference
            to Exhibit 4.13 to the registrant's Form 10-K for the year ended
            December 31, 1994).


 5          Opinion of Mayer, Brown & Platt as to the legality of the securities
            registered.

15          Letter re unaudited interim financial information. 


23.1        Consent of KPMG Peat Marwick LLP.


23.2        Consent of Mayer, Brown & Platt (included in its opinion filed as
            Exhibit 5 hereto).


24          Power of Attorney (included at page II-5 hereof).

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22438}]
{"company-data": {"conformed-name": "SECURITY CAPITAL PACIFIC TRUST", "cik": "0000080737", "assigned-sic": "6798", "irs-number": "746056896", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31033", "film-number": "97639005"}, "business-address": {"street1": "7777 MARKET CENTER AVE", "city": "EL PASO", "state": "TX", "zip": "79912", "phone": "9158773900"}, "mail-address": {"street1": "7777 MARKET CENTER AVE", "city": "EL PASO", "state": "TX", "zip": "79912"}, "former-company": [{"former-conformed-name": "PROPERTY TRUST OF AMERICA", "date-changed": "19920703"}, {"former-conformed-name": "EL PASO REAL ESTATE INVESTMENT TRUST", "date-changed": "19700108"}]}
Registration No. 333-_______

    As filed with the Securities and Exchange Commission on July 10, 1997

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                             --------------------

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

                        SECURITY CAPITAL PACIFIC TRUST
            (Exact Name of Registrant as Specified in its Charter)

                                   Maryland
        (State or Other Jurisdiction of Incorporation or Organization)

                                  74-6056896
                     (I.R.S. Employer Identification No.)

                7777 Market Center Avenue, El Paso, Texas 79912
              (Address of Principal Executive Offices) (Zip Code)

                           PROPERTY TRUST OF AMERICA
                    SHARE OPTION PLAN FOR OUTSIDE TRUSTEES
                           (Full Title of the Plan)

                          Jeffrey A. Klopf, Secretary
                        Security Capital Pacific Trust
                           7777 Market Center Avenue
                             El Paso, Texas 79912
                    (Name and Address of Agent for Service)

                                (915) 877-3900
         (Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
=================================================================================================
                                              Proposed Maximum   Proposed Maximum     Amount of
     Title of Securities      Amount to Be     Offering Price        Aggregate       Registration
      to Be Registered        Registered/1/     Per Share/2/     Offering Price/2/       Fee
-------------------------------------------------------------------------------------------------
Common Shares of Beneficial  
  Interest, $1.00 par value   30,000 Shares        $16.488667      $494,660            $150    
=================================================================================================
/1/  Also registered hereby are an indeterminate number of additional Common
     Shares of Beneficial Interest 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 Common Shares of
     Beneficial Interest currently subject to options was computed upon the
     basis of the average exercise price. The number of such shares and
     respective per share exercise prices are as follows: 2,000 shares at $8.46;
     6,000 shares at $16.34; 6,000 shares at $16.71; 8,000 shares at $15.59 and
     8,000 shares at $19.34.

================================================================================
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. 1-10272) 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 Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1997;
 
     (c)  The registrant's Current Reports on Form 8-K filed January 27, 1997,
          February 20, 1997, March 26, 1997 and May 29, 1997;

     (d)  The description of the registrant's Common Shares of Beneficial
          Interest contained in the registrant's registration statement on Form
          8-A; and

     (e)  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 Common Shares of Beneficial Interest
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.

     Article 4, Section 12, of the registrant's Restated Declaration of Trust
provides as follows with respect to indemnification of trustees:

          "The Trust shall indemnify and hold harmless each Trustee from and
     against all claims and liabilities, whether they proceed to judgment or are
     settled, to which such Trustee may become subject by reason of his being or
     having been a Trustee, or by reason of any action alleged to have been
     taken or omitted by him as Trustee, and shall reimburse him for all legal
     and other expenses reasonably incurred by him in connection with any such
     claim or liability, including any claim or liability arising under the
     provisions of federal or state securities laws; provided, however, that no
     Trustee shall be indemnified or reimbursed under the foregoing provisions
     in relation to any matter unless it shall have been adjudicated that his
     action or omission did not constitute willful misfeasance, bad faith or
     gross negligence in the conduct of his duties, or, unless, in the absence
     of such an adjudication, the Trust shall have received a written opinion
     from independent counsel, approved by the Trustees, to the effect that if
     the matter of 

                                      II-1
willful misfeasance, bad faith or gross negligence in the conduct of duties
     had been adjudicated, it would have been adjudicated in favor of such
     Trustee. The rights accruing to a Trustee under these provisions shall not
     exclude any other right to which he may be lawfully entitled, nor shall
     anything herein contained restrict the right of the Trust to indemnify or
     reimburse such Trustee in any proper cause even though not specifically
     provided for herein."

     Article 8, Section 1 of the registrant's Restated Declaration of Trust
provides as follows with respect to the limitation of liability of trustees and
officers and indemnification:

          "A Trustee or officer of the Trust shall not be liable for monetary
     damages to the Trust or its shareholders for any act or omission in the
     performance of his duties unless:

     (1)  The Trustee or officer actually received an improper benefit in money,
          property or services (in which case, such liability shall be for the
          amount of the benefit in money, property or services actually
          received);

     (2)  The Trustee's or officer's action or failure to act was the result of
          active and deliberate dishonesty and was material to the cause of
          action being adjudicated;

     (3)  The Trustee's or officer's action or failure to act constitutes
          willful misconduct or deliberate recklessness; or

     (4)  Such liability to the Trust is specifically imposed upon Trustees or
          officers by statute."

     Article 8, Section 6 of the registrant's Restated Declaration of Trust
provides as follows with respect to the indemnification of trustees and
officers:

          "Notwithstanding any other provisions of this Restated Declaration of
     Trust, the Trust, for the purpose of providing indemnification for its
     Trustees and officers, shall have the authority, without specific
     shareholder approval, to enter into insurance or other arrangements, with
     persons or entities which are not regularly engaged in the business of
     providing insurance coverage, to indemnify all Trustees and officers of the
     Trust against any and all liabilities and expenses incurred by them by
     reason of their being Trustees or officers of the Trust, whether or not the
     Trust would otherwise have the power under this Restated Declaration of
     Trust or under Maryland law to indemnify such persons against such
     liability. Without limiting the power of the Trust to procure or maintain
     any kind of insurance or other arrangement, the Trust may, for the benefit
     of persons indemnified by it, (i) create a trust fund, (ii) establish any
     form of self-insurance, (iii) secure its indemnity obligation by grant of
     any security interest or other lien on the assets of the corporation, or
     (iv) establish a letter of credit, guaranty or surety arrangement. Any such
     insurance or other arrangement may be procured, maintained or established
     within the Trust or with any insurer or other person deemed appropriate by
     the Board of Trustees regardless of whether all or part of the shares or
     other securities thereof are owned in whole or in part by the Trust. In the
     absence of fraud, the judgment of the Board of Trustees as to the terms and
     conditions of insurance or other arrangement and the identity of the
     insurer or other person participating in any arrangement shall be
     conclusive, and such insurance or other arrangement shall not be subject to
     voidability, nor subject the Trustees approving such insurance or other
     arrangement to liability, on any ground, regardless of whether Trustees
     participating and approving such insurance or other arrangement shall be
     beneficiaries thereof."

     The registrant has entered into indemnity agreements with each of its
officers and trustees which provide for reimbursement of all expenses and
liabilities of such officer or trustee, arising out of any lawsuit or claim
against such officer or trustee due to the fact that he or she was or is serving
as an officer or trustee, 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.

                                      II-2
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;

          (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 trustees, 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
                                      II-3
the payment by the registrant of expenses incurred or paid by a trustee,
      officer or controlling person of the registrant in the successful defense
      of any action, suit or proceeding) is asserted by such trustee, 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.

                                      II-4
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of Security Capital Pacific
Trust, a Maryland real estate investment trust, and each of the undersigned
trustees and officers of Security Capital Pacific Trust, hereby constitutes and
appoints C. Ronald Blankenship, R. Scot Sellers, Bryan J. Flanagan, Ash K.
Atwood, Jeffrey A. Klopf and Ariel Amir its or his true and lawful attorneys-in-
fact and agents, for it or him and in its or his 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 or he 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.

                                     II-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 Santa Fe, State of New Mexico, on the 9th day of
July, 1997.

                               Security Capital Pacific Trust

                               By: /s/  R. Scot Sellers
                                   -------------------------------------
                                   R. Scot Sellers
                                   Chief Executive Officer and President
                                   

     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/  C. Ronald Blankenship    Non-Executive Chairman and Trustee   July 9, 1997
---------------------------
C. Ronald Blankenship

/s/  R. Scot Sellers          Chief Executive Officer and          July 9, 1997
---------------------------   President (Principal Executive
R. Scot Sellers               Officer)

/s/  Bryan J. Flanagan        Senior Vice President (Principal     July 9, 1997
---------------------------   Financial Officer)
Bryan J. Flanagan

/s/  Ash K. Atwood            Vice President and Co-Controller     July 9, 1997
---------------------------   (Principal Accounting Officer)
Ash K. Atwood

/s/  James A. Cardwell        Trustee                              July 9, 1997
---------------------------
James A. Cardwell

/s/  John T. Kelley III       Trustee                              July 9, 1997
---------------------------
John T. Kelley III

/s/  Calvin K. Kessler        Trustee                              July 9, 1997
---------------------------
Calvin K. Kessler

                              Trustee                              
---------------------------
William G. Myers

/s/  James H. Polk III        Trustee                              July 9, 1997
---------------------------
James H. Polk III

/s/  John C. Schweitzer       Trustee                              July 9, 1997
---------------------------
John C. Schweitzer
II-6
EXHIBIT INDEX
Exhibit     Description
-------     -----------

 4.1        Property Trust of America Share Option Plan for Outside Trustees
            (incorporated by reference to Exhibit 10.1 to the registrant's Form
            10-K for the year ended December 31, 1995).

 4.2        Restated Declaration of Trust of the registrant (incorporated by
            reference to Exhibit 4 to the registrant's Form 10-Q for the quarter
            ended June 30, 1991).

 4.3        First Certificate of Amendment of Restated Declaration of Trust of
            the registrant (incorporated by reference to Exhibit 4 to the
            registrant's Form 10-Q for the quarter ended June 30, 1992).

 4.4        Second Certificate of Amendment of Restated Declaration of Trust of
            the Registrant (incorporated by reference to Exhibit 3.1 to the
            registrant's Form 8-K dated May 3, 1994).

 4.5        Third Articles of Amendment of Restated Declaration of Trust of the
            registrant (incorporated by reference to Exhibit 4.4 to the
            registrant's Registration Statement No. 33-86444).

 4.6        Fifth Articles of Amendment of Restated Declaration of Trust of the
            registrant (incorporated by reference to Exhibit 4.5 to the
            registrant's Form 10-K for the year ended December 31, 1996).

 4.7        Articles Supplementary relating to the registrant's Series A
            Preferred Shares (incorporated by reference to Exhibit 3.1 to the
            registrant's Form 8-K dated November 22, 1993).

 4.8        Articles Supplementary relating to the registrant's Series B
            Preferred Shares (incorporated by reference to Exhibit 99.3 to the
            registrant's Form 8-K dated May 18, 1995).

 4.9        First Articles of Amendment to Articles Supplementary relating to
            the registrant's Series B Preferred Shares (incorporated by
            reference to Exhibit 3.1 to the registrant's Form 10-Q for the
            quarter ended September 30, 1995).

 4.10       Bylaws of the registrant (incorporated by reference to Exhibit 4.1
            to the registrant's Form 8-K dated November 22, 1993).

 4.11       Rights Agreement, dated as of July 21, 1994, between the registrant
            and Chemical Bank, including form of Rights Certificate
            (incorporated by reference to Exhibit 4.2 to the registrant's Form
            8-K dated July 19, 1994).

 4.12       First Amendment, dated as of February 8, 1995, to Rights Agreement,
            between the registrant and Chemical Bank (incorporated by reference
            to Exhibit 4.13 to the registrant's Form 10-K for the year ended
            December 31, 1994).

 5          Opinion of Mayer, Brown & Platt as to the legality of the securities
            registered.

15          Letter re unaudited interim financial information. 

23.1        Consent of KPMG Peat Marwick LLP.

23.2        Consent of Mayer, Brown & Platt (included in its opinion filed as
            Exhibit 5 hereto).

24          Power of Attorney (included at page II-5 hereof).