<PAGE>
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 1997
                                                               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
  OF INCORPORATION OR ORGANIZATION)                IDENTIFICATION NO.)
 
         125 LINCOLN AVENUE
 
        SANTA FE, NEW MEXICO                              87501
   (ADDRESS OF PRINCIPAL EXECUTIVE                     (ZIP CODE)
              OFFICES)
 
              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                (505) 982-9292
 
                      SECURITY CAPITAL GROUP INCORPORATED
                          1996 OUTSIDE DIRECTORS 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
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                         PROPOSED         PROPOSED
                                         MAXIMUM          MAXIMUM
  TITLE OF SECURITIES   AMOUNT TO BE  OFFERING PRICE     AGGREGATE         AMOUNT OF
   TO BE  REGISTERED    REGISTERED(1)  PER SHARE(2)   OFFERING PRICE(2) REGISTRATION FEE
----------------------------------------------------------------------------------------
<S>                     <C>           <C>             <C>               <C>
Class A Common Stock,
 par value $.01 per
 share (including
 related preferred
 share purchase
 rights)..............  7,000 Shares      $1,650         $11,550,000         $3,500
</TABLE>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1) Includes 350,000 shares of the Company's Class B Common Stock into which
    the shares of Class A Common Stock are convertible into, beginning January
    1, 1998, for no additional consideration.
(2) 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 A
    Common Stock as reported on the New York Stock Exchange on October 16,
    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 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) Form 10-Q for the quarter ended June 30, 1997 (File No. 0-22455);
 
  (c) Form 8-K filed October 1, 1997 (File No. 1-13355); and
 
  (d) The description of Security Capital's shares of Class A Common Stock
      and 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 A 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 TRUSTEES 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
  or officer of the Corporation or (b) any individual who, while a director
  or officer of the Corporation and at the request 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."
 
                                     II-1
<PAGE>
 
  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 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.
 
                                     II-2
<PAGE>
 
  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.
 
    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.
 
                                     II-3
<PAGE>
 
 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 OCTOBER 22, 1997.
 
                                          Security Capital Group Incorporated
 
                                                   /s/ Jeffrey A. Klopf
                                          By __________________________________
                                                     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           October 22,
-------------------------------------   Board of Directors,          1997
         WILLIAM D. SANDERS             President and Chief
                                        Executive Officer
                                        (principal
                                        executive officer)
                                        and Director
 
         /s/ Paul E. Szurek            Chief Financial           October 22,
-------------------------------------   Officer (principal           1997
           PAUL E. SZUREK               financial officer)
 
          /s/ Jayson C. Cyr            Vice President            October 22,
-------------------------------------   (principal                   1997
            JAYSON C. CYR               accounting officer)
 
        /s/ Samuel W. Bodman           Director                  October 22,
-------------------------------------                                1997
          SAMUEL W. BODMAN
 
         /s/ Hermann Buerger           Director                  October 22,
-------------------------------------                                1997
           HERMANN BUERGER
 
                                       Director
-------------------------------------
         JOHN P. FRAZEE, JR.
 
     /s/ Cyrus F. Freidheim, Jr.       Director                  October 22,
-------------------------------------                                1997
       CYRUS F. FREIDHEIM, JR.
 
                                       Director
-------------------------------------
         H. LAURANCE FULLER
 
           /s/ Ray L. Hunt             Director                  October 22,
-------------------------------------                                1997
             RAY L. HUNT
 
       /s/ John T. Kelley III          Director                  October 22,
-------------------------------------                                1997
         JOHN T. KELLEY III
 
        /s/ Peter S. Willmott          Director                  October 22,
-------------------------------------                                1997
          PETER S. WILLMOTT
 
                                     II-6
<PAGE>
 
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                          DESCRIPTION OF DOCUMENT
 -------                         -----------------------
 <C>     <S>
   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 A Common Stock
         (incorporated by reference to Exhibit 4.4 to the Form S-11)
   4.5   Form of stock certificate for shares of Class B Common Stock
         (incorporated by reference to Exhibit 4.5 to the Form S-11)
   4.6   Form of 12% Convertible Subordinated Debentures due June 30, 2014
         (incorporated by reference to Exhibit 4.6 to the Form S-11)
   4.7   1996 Security Capital Outside Directors Plan (incorporated by
         reference to Exhibit 10.27 to the Form S-11)
   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)
</TABLE>
 
                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23234}]
{"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": "333-38521", "film-number": "97699394"}, "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 OCTOBER 23, 1997
                                                               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
  OF INCORPORATION OR ORGANIZATION)                IDENTIFICATION NO.)
 
         125 LINCOLN AVENUE
 
        SANTA FE, NEW MEXICO                              87501
   (ADDRESS OF PRINCIPAL EXECUTIVE                     (ZIP CODE)
              OFFICES)
 
              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                (505) 982-9292
 
                      SECURITY CAPITAL GROUP INCORPORATED
                          1996 OUTSIDE DIRECTORS 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   AMOUNT TO BE  OFFERING PRICE     AGGREGATE         AMOUNT OF
   TO BE  REGISTERED    REGISTERED(1)  PER SHARE(2)   OFFERING PRICE(2) REGISTRATION FEE
----------------------------------------------------------------------------------------
Class A Common Stock,
 par value $.01 per
 share (including
 related preferred
 share purchase
 rights)..............  7,000 Shares      $1,650         $11,550,000         $3,500
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(1) Includes 350,000 shares of the Company's Class B Common Stock into which
    the shares of Class A Common Stock are convertible into, beginning January
    1, 1998, for no additional consideration.
(2) 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 A
    Common Stock as reported on the New York Stock Exchange on October 16,
    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 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) Form 10-Q for the quarter ended June 30, 1997 (File No. 0-22455);
 
  (c) Form 8-K filed October 1, 1997 (File No. 1-13355); and
 
  (d) The description of Security Capital's shares of Class A Common Stock
      and 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 A 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 TRUSTEES 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
  or officer of the Corporation or (b) any individual who, while a director
  or officer of the Corporation and at the request 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."
 
                                     II-1
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 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.
 
                                     II-2
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.
 
    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.
 
                                     II-3
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 OCTOBER 22, 1997.
 
                                          Security Capital Group Incorporated
 
                                                   /s/ Jeffrey A. Klopf
                                          By __________________________________
                                                     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           October 22,
-------------------------------------   Board of Directors,          1997
         WILLIAM D. SANDERS             President and Chief
                                        Executive Officer
                                        (principal
                                        executive officer)
                                        and Director
 
         /s/ Paul E. Szurek            Chief Financial           October 22,
-------------------------------------   Officer (principal           1997
           PAUL E. SZUREK               financial officer)
 
          /s/ Jayson C. Cyr            Vice President            October 22,
-------------------------------------   (principal                   1997
            JAYSON C. CYR               accounting officer)
 
        /s/ Samuel W. Bodman           Director                  October 22,
-------------------------------------                                1997
          SAMUEL W. BODMAN
 
         /s/ Hermann Buerger           Director                  October 22,
-------------------------------------                                1997
           HERMANN BUERGER
 
                                       Director
-------------------------------------
         JOHN P. FRAZEE, JR.
 
     /s/ Cyrus F. Freidheim, Jr.       Director                  October 22,
-------------------------------------                                1997
       CYRUS F. FREIDHEIM, JR.
 
                                       Director
-------------------------------------
         H. LAURANCE FULLER
 
           /s/ Ray L. Hunt             Director                  October 22,
-------------------------------------                                1997
             RAY L. HUNT
 
       /s/ John T. Kelley III          Director                  October 22,
-------------------------------------                                1997
         JOHN T. KELLEY III
 
        /s/ Peter S. Willmott          Director                  October 22,
-------------------------------------                                1997
          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 A Common Stock
         (incorporated by reference to Exhibit 4.4 to the Form S-11)
   4.5   Form of stock certificate for shares of Class B Common Stock
         (incorporated by reference to Exhibit 4.5 to the Form S-11)
   4.6   Form of 12% Convertible Subordinated Debentures due June 30, 2014
         (incorporated by reference to Exhibit 4.6 to the Form S-11)
   4.7   1996 Security Capital Outside Directors Plan (incorporated by
         reference to Exhibit 10.27 to the Form S-11)
   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