<PAGE>
 
    As filed with the Securities and Exchange Commission on March 18, 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 GROUP INCORPORATED
             (Exact name of registrant as specified in its charter)
    
           MARYLAND                                     36-3692698
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

          125 Lincoln Avenue                               87501
         Santa Fe, New Mexico                           (Zip Code)
(Address of principal executive offices)

              Registrant's telephone number, including area code:
                                 (505) 982-9292

                              SCGROUP INCORPORATED
                              401(K) SAVINGS PLAN
                            (Full title of the plan)

                                Jeffrey A. Klopf
                                   Secretary
                               125 Lincoln Avenue
                          Santa Fe, New Mexico   87501
                                 (505) 982-9292
                              (Agent for Service)
                         -----------------------------

<TABLE>
<CAPTION>
                                 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(1)    Offering Price(1)   Registration Fee
------------------------------------------------------------------------------------------------------
<S>                              <C>           <C>               <C>                 <C>
Class B Common Stock, par
 value $.01 per share            120,000 Shares     $30.28125        $3,633,750           $1,071.96
 (including related preferred
 share purchase rights)
======================================================================================================
</TABLE>

(1)   Estimated solely for the purpose of computing the registration fee on the
      basis of the average of the high and low prices for the shares of Class B
      Common Stock as reported on the New York Stock Exchange on March 16, 1998.
================================================================================
<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
Group Incorporated ("Security Capital" or "Registrant") with the Securities and
Exchange Commission (the "SEC") are incorporated by reference herein and shall
be deemed to be a part hereof:

     (a)  Prospectus of Security Capital dated September 17, 1997 as filed with
          the SEC on September 19, 1997 pursuant to Rule 424(b)(5) promulgated
          under the Securities Act of 1933, as amended (File No. 333-26037);

     (b)  Quarterly Report on Form 10-Q for the quarter ended June 30, 1997
          (File No. 0-22455);

     (c)  Quarterly Report on Form 10-Q for the quarter ended September 30, 1997
          (File No. 1-13355);

     (d)  Current Reports on Form 8-K filed October 1, 1997 and December 12,
          1997, as amended (File No. 1-13355); and

     (e)  The description of Security Capital's shares of Class B Common Stock
          (including the related preferred share purchase rights) contained in
          the Security Capital's registration statements on Form 8-A filed with
          the SEC on September 11, 1997 (File No. 1-13355).

All documents subsequently filed by Security Capital 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 Class B Common Stock registered
hereunder is being passed upon for Security Capital by the law firm of Mayer,
Brown & Platt, Chicago, Illinois. Mayer, Brown & Platt has represented and is
currently representing Security Capital and certain of its affiliates.

Item 6.  Indemnification of Directors and Officers.

Article EIGHTH of the Registrant's Charter provides as follows with respect to
the indemnification of directors and officers of the Registrant:

     "The Corporation shall have the power, to the maximum extent permitted by
     Maryland law in effect from time to time, to obligate itself to indemnify
     and to pay or reimburse reasonable expenses in advance of final disposition
     of a proceeding to (a) any individual who is a present or former director
     of officer of the Corporation or (b) any individual who, while a director
     or officer of the Corporation and at the request

                                     II-1
<PAGE>
 
     of the Corporation, serves or has served as a director, officer, partner or
     trustee of another corporation, partnership, joint venture, trust, employee
     benefit plan or any other enterprise from and against any claim or
     liability to which such person may become subject or which such person may
     incur by reason of his or her status as a present or former director or
     officer of the Corporation. The Corporation shall have the power, with the
     approval of the Board of Directors, to provide such indemnification and
     advancement of expenses to a person who served a predecessor of the
     Corporation in any of the capacities described in (a) or (b) above and to
     any employee or agent of the Corporation or a predecessor of the
     Corporation."

Article NINTH of the Registrant's Charter provides as follows with respect to
limitation of liability of its directors and officers:

     "To the maximum extent that Maryland law in effect from time to time
     permits limitation of the liability of directors and officers of a Maryland
     corporation, no director or officer of the Corporation shall be liable to
     the Corporation or its stockholders for money damages. Neither the
     amendment nor repeal of this Article NINTH nor the adoption or amendment of
     any other provision of the Charter or Bylaws of the Corporation
     inconsistent with this Article NINTH, shall apply to or affect in any
     respect the applicability of the preceding sentence with respect to any act
     or failure to act which occurred prior to such amendment, repeal or
     adoption."

Article XIII of the Registrant's Bylaws provides as follows with respect to
limitation of liability of its directors and officers and advances for expenses:

     "To the maximum extent permitted by Maryland law in effect from time to
     time, the Corporation shall indemnify and, without requiring a preliminary
     determination of the ultimate entitlement to indemnification shall 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 Corporation and who is made a party to the proceeding by
     reasons of his service in that capacity or (b) any individual who, while a
     director of the Corporation and at the request of the Corporation, serves
     or has served another corporation, partnership, joint venture, trust,
     employee benefit plan or other enterprise and who is made a party to the
     proceeding by reason of his or her service in that capacity. The
     Corporation may, with the approval of the Board of Directors, provide such
     indemnification and advance for expenses to a person who served a
     predecessor of the Corporation in any of the capacities described in (a) or
     (b) above and to any employee or agent of the Corporation or a predecessor
     of the Corporation.

     Neither the amendment nor repeal of this Article, nor the adoption or
     amendment of any other provision of the Bylaws or Charter of the
     Corporation inconsistent with this Article, shall apply to or affect in any
     respect the applicability of the preceding paragraph with respect to any
     act or failure to act which occurred prior to such amendment, repeal or
     adoption."

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 or 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 Charter contains
such a provision which limits such liability to the maximum extent permitted by
Maryland law.

Maryland law requires a corporation (unless its charter requires otherwise,
which the 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

                                     II-2
<PAGE>
 
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 or for a judgment of
liability on the basis that personal benefit was improperly received, unless in
either case a court orders indemnification and then only for expenses. In
addition, Maryland law permits a corporation to advance reasonable expenses to a
director or officer upon the corporation'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 corporation and
(b) a written statement by or in his or her behalf to repay the amount paid or
reimbursed by the corporation 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 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 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.

                                     II-3
<PAGE>
 
     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 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

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Security Capital Group Incorporated, hereby constitutes and appoints
William D. Sanders, C. Ronald Blankenship, Paul E. Szurek, Jeffrey A. Klopf and
Ariel Amir, 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, with full power to act alone, to sign any and all
amendments (including post-effective amendments) to this registration statement,
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 and 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 Santa Fe, State of New Mexico, on March 17, 1998.

                                       SECURITY CAPITAL GROUP INCORPORATED
                                       
                                       By /s/ Jeffrey A. Klopf
                                          -----------------------------------
                                          Jeffrey A. Klopf
                                          Senior Vice President and Secretary

     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/   William D. Sanders           Chairman of the Board of Directors,     March 17, 1998
---------------------------------  President and Chief Executive Officer
      William D. Sanders           (principal executive officer) and
                                   Director

/s/   Paul E. Szurek               Chief Financial Officer                 March 17, 1998
---------------------------------  (principal financial officer)
      Paul E. Szurek

/s/   Jayson C. Cyr                Vice President                          March 17, 1998
---------------------------------  (principal accounting officer)
      Jayson C. Cyr

/s/   Samuel W. Bodman             Director                                March 17, 1998
---------------------------------
      Samuel W. Bodman

/s/   Hermann Buerger              Director                                March 17, 1998
---------------------------------
      Hermann Buerger

                                   Director
---------------------------------
      John P. Frazee, Jr.

/s/   Cyrus F. Freidheim, Jr.      Director                                March 17, 1998
---------------------------------
      Cyrus F. Freidheim, Jr.

/s/                                Director
---------------------------------
      H. Laurance Fuller

/s/   Ray L. Hunt                  Director                                March 17, 1998
---------------------------------
      Ray L. Hunt

/s/   John T. Kelley III           Director                                March 17, 1998
---------------------------------
      John T. Kelley III

/s/   Peter S. Willmott            Director                                March 17, 1998
---------------------------------
      Peter S. Willmott
</TABLE>

                                     II-6
<PAGE>
 

                               INDEX TO EXHIBITS
                               -----------------

Exhibit
Number     Description of Document
-------    -----------------------

4.1        Articles of Amendment and Restatement (incorporated by reference to
           Exhibit 4.1 to Security Capital's Registration Statement on Form S-11
           (File No. 333-26037)(the "Form S-11"))

4.2        Amended and Restated Bylaws (incorporated by reference to Exhibit 4.2
           to the Form S-11)

4.3        Form of Rights Agreement between Security Capital and The First
           National Bank of Boston, as Rights Agent, including form of Rights
           Certificate (incorporated by reference to Exhibit 4.3 to the Form 
           S-11)

4.4        Form of stock certificate for shares of Class B Common Stock
           (incorporated by reference to Exhibit 4.5 to the Form S-11)

4.5        SCGroup Incorporated 401(K) Savings Plan, as amended and restated
           effective July 1, 1996

5          Opinion of Mayer, Brown & Platt

15.1       Letter of Arthur Andersen LLP regarding unaudited interim financial
           information

15.2       Letter of KPMG Peat Marwick LLP regarding unaudited interim financial
           information

15.3       Letter of Arthur Andersen LLP 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 Arthur Andersen LLP

23.3       Consent of KPMG Peat Marwick LLP

23.4       Consent of Price Waterhouse

23.5       Consent of Ernst & Young LLP

23.6       Consent of Ernst & Young LLP

24         Power of Attorney (included on page II-5)


                                     II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22911}]
{"company-data": {"conformed-name": "SECURITY CAPITAL GROUP INC/", "cik": "0000923687", "assigned-sic": "6500", "irs-number": "363692698", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48167", "film-number": "98568242"}, "business-address": {"street1": "125 LINCOLN AVE", "city": "SANTA FE", "state": "NM", "zip": "87501", "phone": "5059829292"}, "mail-address": {"street1": "125 LINCOLN AVE", "city": "SANTA FE", "state": "NM", "zip": "87501"}, "former-company": {"former-conformed-name": "SECURITY CAPITAL REALTY INC ET AL", "date-changed": "19940524"}}
As filed with the Securities and Exchange Commission on March 18, 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 GROUP INCORPORATED
             (Exact name of registrant as specified in its charter)
    
           MARYLAND                                     36-3692698
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

          125 Lincoln Avenue                               87501
         Santa Fe, New Mexico                           (Zip Code)
(Address of principal executive offices)

              Registrant's telephone number, including area code:
                                 (505) 982-9292

                              SCGROUP INCORPORATED
                              401(K) SAVINGS PLAN
                            (Full title of the plan)

                                Jeffrey A. Klopf
                                   Secretary
                               125 Lincoln Avenue
                          Santa Fe, New Mexico   87501
                                 (505) 982-9292
                              (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(1)    Offering Price(1)   Registration Fee
------------------------------------------------------------------------------------------------------
Class B Common Stock, par
 value $.01 per share            120,000 Shares     $30.28125        $3,633,750           $1,071.96
 (including related preferred
 share purchase rights)
======================================================================================================
(1)   Estimated solely for the purpose of computing the registration fee on the
      basis of the average of the high and low prices for the shares of Class B
      Common Stock as reported on the New York Stock Exchange on March 16, 1998.
================================================================================
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
Group Incorporated ("Security Capital" or "Registrant") with the Securities and
Exchange Commission (the "SEC") are incorporated by reference herein and shall
be deemed to be a part hereof:

     (a)  Prospectus of Security Capital dated September 17, 1997 as filed with
          the SEC on September 19, 1997 pursuant to Rule 424(b)(5) promulgated
          under the Securities Act of 1933, as amended (File No. 333-26037);

     (b)  Quarterly Report on Form 10-Q for the quarter ended June 30, 1997
          (File No. 0-22455);

     (c)  Quarterly Report on Form 10-Q for the quarter ended September 30, 1997
          (File No. 1-13355);

     (d)  Current Reports on Form 8-K filed October 1, 1997 and December 12,
          1997, as amended (File No. 1-13355); and

     (e)  The description of Security Capital's shares of Class B Common Stock
          (including the related preferred share purchase rights) contained in
          the Security Capital's registration statements on Form 8-A filed with
          the SEC on September 11, 1997 (File No. 1-13355).

All documents subsequently filed by Security Capital 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 Class B Common Stock registered
hereunder is being passed upon for Security Capital by the law firm of Mayer,
Brown & Platt, Chicago, Illinois. Mayer, Brown & Platt has represented and is
currently representing Security Capital and certain of its affiliates.

Item 6.  Indemnification of Directors and Officers.

Article EIGHTH of the Registrant's Charter provides as follows with respect to
the indemnification of directors and officers of the Registrant:

     "The Corporation shall have the power, to the maximum extent permitted by
     Maryland law in effect from time to time, to obligate itself to indemnify
     and to pay or reimburse reasonable expenses in advance of final disposition
     of a proceeding to (a) any individual who is a present or former director
     of officer of the Corporation or (b) any individual who, while a director
     or officer of the Corporation and at the request

                                     II-1
of the Corporation, serves or has served as a director, officer, partner or
     trustee of another corporation, partnership, joint venture, trust, employee
     benefit plan or any other enterprise from and against any claim or
     liability to which such person may become subject or which such person may
     incur by reason of his or her status as a present or former director or
     officer of the Corporation. The Corporation shall have the power, with the
     approval of the Board of Directors, to provide such indemnification and
     advancement of expenses to a person who served a predecessor of the
     Corporation in any of the capacities described in (a) or (b) above and to
     any employee or agent of the Corporation or a predecessor of the
     Corporation."

Article NINTH of the Registrant's Charter provides as follows with respect to
limitation of liability of its directors and officers:

     "To the maximum extent that Maryland law in effect from time to time
     permits limitation of the liability of directors and officers of a Maryland
     corporation, no director or officer of the Corporation shall be liable to
     the Corporation or its stockholders for money damages. Neither the
     amendment nor repeal of this Article NINTH nor the adoption or amendment of
     any other provision of the Charter or Bylaws of the Corporation
     inconsistent with this Article NINTH, shall apply to or affect in any
     respect the applicability of the preceding sentence with respect to any act
     or failure to act which occurred prior to such amendment, repeal or
     adoption."

Article XIII of the Registrant's Bylaws provides as follows with respect to
limitation of liability of its directors and officers and advances for expenses:

     "To the maximum extent permitted by Maryland law in effect from time to
     time, the Corporation shall indemnify and, without requiring a preliminary
     determination of the ultimate entitlement to indemnification shall 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 Corporation and who is made a party to the proceeding by
     reasons of his service in that capacity or (b) any individual who, while a
     director of the Corporation and at the request of the Corporation, serves
     or has served another corporation, partnership, joint venture, trust,
     employee benefit plan or other enterprise and who is made a party to the
     proceeding by reason of his or her service in that capacity. The
     Corporation may, with the approval of the Board of Directors, provide such
     indemnification and advance for expenses to a person who served a
     predecessor of the Corporation in any of the capacities described in (a) or
     (b) above and to any employee or agent of the Corporation or a predecessor
     of the Corporation.

     Neither the amendment nor repeal of this Article, nor the adoption or
     amendment of any other provision of the Bylaws or Charter of the
     Corporation inconsistent with this Article, shall apply to or affect in any
     respect the applicability of the preceding paragraph with respect to any
     act or failure to act which occurred prior to such amendment, repeal or
     adoption."

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 or 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 Charter contains
such a provision which limits such liability to the maximum extent permitted by
Maryland law.

Maryland law requires a corporation (unless its charter requires otherwise,
which the 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

                                     II-2
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 or for a judgment of
liability on the basis that personal benefit was improperly received, unless in
either case a court orders indemnification and then only for expenses. In
addition, Maryland law permits a corporation to advance reasonable expenses to a
director or officer upon the corporation'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 corporation and
(b) a written statement by or in his or her behalf to repay the amount paid or
reimbursed by the corporation 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 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 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.

                                     II-3
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 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

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Security Capital Group Incorporated, hereby constitutes and appoints
William D. Sanders, C. Ronald Blankenship, Paul E. Szurek, Jeffrey A. Klopf and
Ariel Amir, 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, with full power to act alone, to sign any and all
amendments (including post-effective amendments) to this registration statement,
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 and 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 Santa Fe, State of New Mexico, on March 17, 1998.

                                       SECURITY CAPITAL GROUP INCORPORATED
                                       
                                       By /s/ Jeffrey A. Klopf
                                          -----------------------------------
                                          Jeffrey A. Klopf
                                          Senior Vice President and Secretary

     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/   William D. Sanders           Chairman of the Board of Directors,     March 17, 1998
---------------------------------  President and Chief Executive Officer
      William D. Sanders           (principal executive officer) and
                                   Director

/s/   Paul E. Szurek               Chief Financial Officer                 March 17, 1998
---------------------------------  (principal financial officer)
      Paul E. Szurek

/s/   Jayson C. Cyr                Vice President                          March 17, 1998
---------------------------------  (principal accounting officer)
      Jayson C. Cyr

/s/   Samuel W. Bodman             Director                                March 17, 1998
---------------------------------
      Samuel W. Bodman

/s/   Hermann Buerger              Director                                March 17, 1998
---------------------------------
      Hermann Buerger

                                   Director
---------------------------------
      John P. Frazee, Jr.

/s/   Cyrus F. Freidheim, Jr.      Director                                March 17, 1998
---------------------------------
      Cyrus F. Freidheim, Jr.

/s/                                Director
---------------------------------
      H. Laurance Fuller

/s/   Ray L. Hunt                  Director                                March 17, 1998
---------------------------------
      Ray L. Hunt

/s/   John T. Kelley III           Director                                March 17, 1998
---------------------------------
      John T. Kelley III

/s/   Peter S. Willmott            Director                                March 17, 1998
---------------------------------
      Peter S. Willmott
II-6
INDEX TO EXHIBITS
                               -----------------

Exhibit
Number     Description of Document
-------    -----------------------

4.1        Articles of Amendment and Restatement (incorporated by reference to
           Exhibit 4.1 to Security Capital's Registration Statement on Form S-11
           (File No. 333-26037)(the "Form S-11"))

4.2        Amended and Restated Bylaws (incorporated by reference to Exhibit 4.2
           to the Form S-11)

4.3        Form of Rights Agreement between Security Capital and The First
           National Bank of Boston, as Rights Agent, including form of Rights
           Certificate (incorporated by reference to Exhibit 4.3 to the Form 
           S-11)

4.4        Form of stock certificate for shares of Class B Common Stock
           (incorporated by reference to Exhibit 4.5 to the Form S-11)

4.5        SCGroup Incorporated 401(K) Savings Plan, as amended and restated
           effective July 1, 1996

5          Opinion of Mayer, Brown & Platt

15.1       Letter of Arthur Andersen LLP regarding unaudited interim financial
           information

15.2       Letter of KPMG Peat Marwick LLP regarding unaudited interim financial
           information

15.3       Letter of Arthur Andersen LLP 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 Arthur Andersen LLP

23.3       Consent of KPMG Peat Marwick LLP

23.4       Consent of Price Waterhouse

23.5       Consent of Ernst & Young LLP

23.6       Consent of Ernst & Young LLP

24         Power of Attorney (included on page II-5)

                                     II-7