<PAGE>
 
   As filed with the Securities and Exchange Commission on January 5, 1998
                                                               File No. 333-
================================================================================
                      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                              74-6056896
     (State or other jurisdiction        (I.R.S. Employer Identification No.)
   of incorporation or organization)

      7670 South Chester Street                         80112
        Englewood, Colorado                           (Zip Code)
(Address of principal executive offices)

              Registrant's telephone number, including area code:
                                (303) 708-5959

                        SECURITY CAPITAL PACIFIC TRUST
                         401(K) SAVINGS PLAN AND TRUST
                           (Full title of the plan)

                               Jeffrey A. Klopf
                                   Secretary
                           7670 South Chester Street
                          Englewood, Colorado   80112
                                (303) 708-5959
                              (Agent for Service)
                         -----------------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
                                                    Proposed          Proposed
                                                    Maximum           Maximum
   Title of Securities to be      Amount to be    Offering Price     Aggregate          Amount of
           Registered              Registered       Per Share*     Offering Price*   Registration Fee
-----------------------------------------------------------------------------------------------------
 <S>                             <C>                <C>             <C>              <C>
 Common Shares of
 Beneficial Interest, par        200,000 Shares     $24.15625       $4,831,250         $1,425.22   
 value $1.00 per share
 (including related preferred
 share purchase rights)
=====================================================================================================
</TABLE>
   * Estimated solely for the purpose of computing the registration fee on the
     basis of the average of the high and low prices for the Common Shares as
     reported on the New York Stock Exchange on December 26, 1997.
================================================================================
<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 Security Capital
Pacific Trust (the "Trust" or "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)  Annual Report on Form 10-K for the year ended December 31, 1996;

     (b)  Quarterly Report on Form 10-Q for the quarters ended March 31, 1997,
          June 30, 1997 and September 30, 1997;

     (c)  Current Reports on Form 8-K filed January 27, 1997, February 20, 1997,
          March 26, 1997, June 3, 1997, July 21, 1997, September 9, 1997 and
          September 15, 1997; and

     (d)  The description of the Trust's Common Shares of Beneficial Interest
          (including the related preferred share purchase rights) contained in
          the Trust's registration statement on Form 8-A, as amended;

All documents subsequently filed by the Trust 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 Trust by the law firm of Mayer,
Brown & Platt, Chicago, Illinois. Mayer, Brown & Platt has represented and is
currently representing the Trust and certain of its affiliates.

Item 6.  Indemnification of Trustees and Officers.

Article 4, Section 12 of the registrant's 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

                                      II-1
<PAGE>
 
     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 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 there 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 Declaration of Trust provides as
follows with respect to the limitation of liability for Trustees and officers
and indemnification:

     "The 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 Declaration of Trust provides as
follows with respect to the indemnification of Trustees and officers:

     "Notwithstanding any other provisions of this 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 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 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

                                      II-2
<PAGE>
 
such officer or Trustee due to the fact that he 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 Securities Exchange Act of 1934, 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. Rule 415 Offering.
   ----------------- 

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;

          (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 registration statement is on Form S-3 or Form
                 S-8, and 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 section 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 of 1933, 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. Filings Incorporating Subsequent Exchange Act Documents by Reference.
   -------------------------------------------------------------------- 

The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 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

                                      II-3
<PAGE>
 
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. Indemnification of Directors and Officers.
   ----------------------------------------- 

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's charter or by-laws 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 of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.

                                      II-4
<PAGE>
 
                               POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints C. Ronald
Blankenship, R. Scot Sellers, Patrick R. Whelan, Bryan J. Flanagan, Ash K.
Atwood, Jeffrey A. Klopf and Ariel Amir, and each of them singly, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, to sign a registration statement filed with the
Securities and Exchange Commission pursuant to Rule 462(b) promulgated under the
Securities Act of 1933 and any and all amendments thereto, and to file the same,
with all exhibits thereto, and any and all documents in connection therewith,
with the Securities and Exchange Commission, 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or his substitute or nominee, 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 Englewood, State of Colorado, on January 5, 1998.  

                                     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 and on the dates indicated.

<TABLE>
<CAPTION>
          Signature                            Title                        Date
          ---------                            -----                        ----
<S>                            <C>                                    <C>
/s/ C. RONALD BLANKENSHIP      Non-Executive Chairman and Trustee     January 5, 1998
-----------------------------
    C. Ronald Blankenship

/s/ R. SCOT SELLERS            Chief Executive Officer and President  January 5, 1998
-----------------------------  (Principal Executive Officer)
      R. Scot Sellers

/s/ BRYAN J. FLANAGAN          Senior Vice President                  January 5, 1998
-----------------------------  (Principal Financial Officer)
      Bryan J. Flanagan

/s/ ASH K. ATWOOD              Vice President and Co-Controller       January 5, 1998
-----------------------------  (Principal Accounting Officer)
       Ash K. Atwood

/s/ JAMES A. CARDWELL          Trustee                                January 5, 1998
-----------------------------
      James A. Cardwell

/s/ JOHN T. KELLEY III         Trustee                                January 5, 1998
-----------------------------
     John T. Kelley III

/s/ CALVIN K. KESSLER          Trustee                                January 5, 1998
-----------------------------
      Calvin K. Kessler

/s/ William G. Myers           Trustee                                January 5, 1998
-----------------------------
      William G. Myers

                               Trustee                                
-----------------------------
      James H. Polk III

/s/ JOHN C. SCHWEITZER         Trustee                                January 5, 1998
-----------------------------
     John C. Schweitzer
</TABLE>

                                      II-6
<PAGE>
 
                               INDEX TO EXHIBITS
                               -----------------
<TABLE> 
<CAPTION> 
Exhibit
Number    Description of Document
------    -----------------------
<S>       <C> 
4.1       Restated Declaration of Trust dated June 18, 1991 (incorporated by 
          reference to Exhibit 4 to PTR's Form 10-Q for the quarter ended June
          30, 1991)

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

4.3       Second Certificate of Amendment of Restated Declaration of Trust of 
          PTR (incorporated by reference to Exhibit 3.1 to PTR's Form 8-K dated
          November 22, 1993)

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

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

4.6       Articles Supplementary relating to PTR's Cumulative Convertible Series
          A Preferred Shares of Beneficial Interest (incorporated by reference
          to Exhibit 3.1 to PTR's Form 8-K dated November 22, 1993)

4.7       Articles Supplementary relating to PTR's Series B Cumulative 
          Redeemable Preferred Shares of Beneficial Interest (incorporated by
          reference to Exhibit 99.3 to PTR's Form 8-K dated May 18, 1995)

4.8       First Articles of Amendment to Articles Supplementary relating to 
          PTR's Series B Cumulative Redeemable Preferred Shares of Beneficial
          Interest (incorporated by reference to Exhibit 3.1 to PTR's Form 10-Q
          for the quarter ended September 30, 1995)

4.9       Sixth Articles of Amendment of Restated Declaration of Trust of PTR
          (incorporated by reference to Exhibit 4.9 to PTR's Registration
          Statement No. 333-42283)

4.9       By-Laws (incorporated by reference to Exhibit 4.1 to the Trust's Form
          8-K dated November 22, 1993)

4.10      Rights Agreement dated as of July 21, 1994 between PTR and Chemical 
          Bank, including forms of Rights Certificate (incorporated by reference
          to Exhibit 4.2 to PTR's Form 8-K dated July 19, 1994)

4.11      First Amendment dated as of February 8, 1995 to the Rights Agreement
          (incorporated by reference to Exhibit 4.13 to PTR's Form 10-K for the
          year ended December 31, 1994)

4.12      Security Capital Pacific Trust 401(k) Savings Plan and Trust

5         Opinion of Mayer, Brown & Platt

15        Letter regarding unaudited interim financial information

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

23.2      Consent of KPMG Peat Marwick LLP

24.1      Power of Attorney (included on page II-5)
</TABLE> 

                                     II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22355}]
{"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": "333-43723", "film-number": "98501041"}, "business-address": {"street1": "7777 MARKET CENTER AVE", "city": "EL PASO", "state": "TX", "zip": "79912", "phone": "9158771767"}, "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"}]}
As filed with the Securities and Exchange Commission on January 5, 1998
                                                               File No. 333-
================================================================================
                      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                              74-6056896
     (State or other jurisdiction        (I.R.S. Employer Identification No.)
   of incorporation or organization)

      7670 South Chester Street                         80112
        Englewood, Colorado                           (Zip Code)
(Address of principal executive offices)

              Registrant's telephone number, including area code:
                                (303) 708-5959

                        SECURITY CAPITAL PACIFIC TRUST
                         401(K) SAVINGS PLAN AND TRUST
                           (Full title of the plan)

                               Jeffrey A. Klopf
                                   Secretary
                           7670 South Chester Street
                          Englewood, Colorado   80112
                                (303) 708-5959
                              (Agent for Service)
                         -----------------------------

                        CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                                    Proposed          Proposed
                                                    Maximum           Maximum
   Title of Securities to be      Amount to be    Offering Price     Aggregate          Amount of
           Registered              Registered       Per Share*     Offering Price*   Registration Fee
-----------------------------------------------------------------------------------------------------
Common Shares of
 Beneficial Interest, par        200,000 Shares     $24.15625       $4,831,250         $1,425.22   
 value $1.00 per share
 (including related preferred
 share purchase rights)
=====================================================================================================
* Estimated solely for the purpose of computing the registration fee on the
     basis of the average of the high and low prices for the Common Shares as
     reported on the New York Stock Exchange on December 26, 1997.
================================================================================
Part II

                            INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of documents by reference.

The following documents, which have heretofore been filed by Security Capital
Pacific Trust (the "Trust" or "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)  Annual Report on Form 10-K for the year ended December 31, 1996;

     (b)  Quarterly Report on Form 10-Q for the quarters ended March 31, 1997,
          June 30, 1997 and September 30, 1997;

     (c)  Current Reports on Form 8-K filed January 27, 1997, February 20, 1997,
          March 26, 1997, June 3, 1997, July 21, 1997, September 9, 1997 and
          September 15, 1997; and

     (d)  The description of the Trust's Common Shares of Beneficial Interest
          (including the related preferred share purchase rights) contained in
          the Trust's registration statement on Form 8-A, as amended;

All documents subsequently filed by the Trust 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 Trust by the law firm of Mayer,
Brown & Platt, Chicago, Illinois. Mayer, Brown & Platt has represented and is
currently representing the Trust and certain of its affiliates.

Item 6.  Indemnification of Trustees and Officers.

Article 4, Section 12 of the registrant's 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

                                      II-1
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 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 there 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 Declaration of Trust provides as
follows with respect to the limitation of liability for Trustees and officers
and indemnification:

     "The 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 Declaration of Trust provides as
follows with respect to the indemnification of Trustees and officers:

     "Notwithstanding any other provisions of this 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 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 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

                                      II-2
such officer or Trustee due to the fact that he 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 Securities Exchange Act of 1934, 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. Rule 415 Offering.
   ----------------- 

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;

          (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 registration statement is on Form S-3 or Form
                 S-8, and 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 section 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 of 1933, 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. Filings Incorporating Subsequent Exchange Act Documents by Reference.
   -------------------------------------------------------------------- 

The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 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

                                      II-3
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. Indemnification of Directors and Officers.
   ----------------------------------------- 

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's charter or by-laws 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 of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.

                                      II-4
POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints C. Ronald
Blankenship, R. Scot Sellers, Patrick R. Whelan, Bryan J. Flanagan, Ash K.
Atwood, Jeffrey A. Klopf and Ariel Amir, and each of them singly, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, to sign a registration statement filed with the
Securities and Exchange Commission pursuant to Rule 462(b) promulgated under the
Securities Act of 1933 and any and all amendments thereto, and to file the same,
with all exhibits thereto, and any and all documents in connection therewith,
with the Securities and Exchange Commission, 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or his substitute or nominee, 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 Englewood, State of Colorado, on January 5, 1998.  

                                     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 and on the dates indicated.
Signature                            Title                        Date
          ---------                            -----                        ----
/s/ C. RONALD BLANKENSHIP      Non-Executive Chairman and Trustee     January 5, 1998
-----------------------------
    C. Ronald Blankenship

/s/ R. SCOT SELLERS            Chief Executive Officer and President  January 5, 1998
-----------------------------  (Principal Executive Officer)
      R. Scot Sellers

/s/ BRYAN J. FLANAGAN          Senior Vice President                  January 5, 1998
-----------------------------  (Principal Financial Officer)
      Bryan J. Flanagan

/s/ ASH K. ATWOOD              Vice President and Co-Controller       January 5, 1998
-----------------------------  (Principal Accounting Officer)
       Ash K. Atwood

/s/ JAMES A. CARDWELL          Trustee                                January 5, 1998
-----------------------------
      James A. Cardwell

/s/ JOHN T. KELLEY III         Trustee                                January 5, 1998
-----------------------------
     John T. Kelley III

/s/ CALVIN K. KESSLER          Trustee                                January 5, 1998
-----------------------------
      Calvin K. Kessler

/s/ William G. Myers           Trustee                                January 5, 1998
-----------------------------
      William G. Myers

                               Trustee                                
-----------------------------
      James H. Polk III

/s/ JOHN C. SCHWEITZER         Trustee                                January 5, 1998
-----------------------------
     John C. Schweitzer
II-6
INDEX TO EXHIBITS
                               -----------------
Exhibit
Number    Description of Document
------    -----------------------
4.1       Restated Declaration of Trust dated June 18, 1991 (incorporated by 
          reference to Exhibit 4 to PTR's Form 10-Q for the quarter ended June
          30, 1991)

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

4.3       Second Certificate of Amendment of Restated Declaration of Trust of 
          PTR (incorporated by reference to Exhibit 3.1 to PTR's Form 8-K dated
          November 22, 1993)

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

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

4.6       Articles Supplementary relating to PTR's Cumulative Convertible Series
          A Preferred Shares of Beneficial Interest (incorporated by reference
          to Exhibit 3.1 to PTR's Form 8-K dated November 22, 1993)

4.7       Articles Supplementary relating to PTR's Series B Cumulative 
          Redeemable Preferred Shares of Beneficial Interest (incorporated by
          reference to Exhibit 99.3 to PTR's Form 8-K dated May 18, 1995)

4.8       First Articles of Amendment to Articles Supplementary relating to 
          PTR's Series B Cumulative Redeemable Preferred Shares of Beneficial
          Interest (incorporated by reference to Exhibit 3.1 to PTR's Form 10-Q
          for the quarter ended September 30, 1995)

4.9       Sixth Articles of Amendment of Restated Declaration of Trust of PTR
          (incorporated by reference to Exhibit 4.9 to PTR's Registration
          Statement No. 333-42283)

4.9       By-Laws (incorporated by reference to Exhibit 4.1 to the Trust's Form
          8-K dated November 22, 1993)

4.10      Rights Agreement dated as of July 21, 1994 between PTR and Chemical 
          Bank, including forms of Rights Certificate (incorporated by reference
          to Exhibit 4.2 to PTR's Form 8-K dated July 19, 1994)

4.11      First Amendment dated as of February 8, 1995 to the Rights Agreement
          (incorporated by reference to Exhibit 4.13 to PTR's Form 10-K for the
          year ended December 31, 1994)

4.12      Security Capital Pacific Trust 401(k) Savings Plan and Trust

5         Opinion of Mayer, Brown & Platt

15        Letter regarding unaudited interim financial information

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

23.2      Consent of KPMG Peat Marwick LLP

24.1      Power of Attorney (included on page II-5)
II-7