<PAGE>

     As filed with the Securities and Exchange Commission on July 16, 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 PACIFIC TRUST
            (Exact name of registrant as specified in its charter)



              MARYLAND                                   74-6056896
   (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

      7777 Market Center Avenue                             79912
          El Paso, Texas                                  (Zip Code)
(Address of principal executive offices)

              Registrant's telephone number, including area code:
                                (915) 877-3900

                        SECURITY CAPITAL PACIFIC TRUST
                         1997 LONG-TERM INCENTIVE PLAN
                           (Full title of the plan)

                               Jeffrey A. Klopf
                                   Secretary
                           7777 Market Center Avenue
                            El Paso, Texas   79912
                                (915) 877-3900
                              (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*     Offering Price*    Registration Fee
---------------------------------------------------------------------------------------------------------
<S>                           <C>                  <C>             <C>                 <C>
Common Shares of
Beneficial Interest, par       5,650,000 Shares       $22.3125       $126,065,625          $38,202
value $1.00 per share
(including related preferred
share purchase rights)
=========================================================================================================
</TABLE>

*  Estimated solely for the purpose of computing the registration fee on the
   basis of the average of the high and low prices for the Common Shares as
   reported on the New York Stock Exchange on July 11, 1997.
================================================================================

<PAGE>
 
                                    Part II


                            INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

Item 3.   Incorporation of documents by reference.

The following documents, which have heretofore been filed by Security Capital
Pacific Trust (the "Trust" or "Registrant") with the Securities and Exchange
Commission (File No. 1-10272) are incorporated by reference herein and shall be
deemed to be a part hereof:

          (a)  Form 10-K for the year ended December 31, 1996;

          (b)  Form 10-Q for the quarter ended March 31, 1997;

          (c)  Form 8-K filed January 27, 1997, February 20, 1997, March 26,
               1997 and May 29, 1997; and

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

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

Item 4.   Description of Securities.

Not applicable.

Item 5.   Interests of Named Experts and Counsel.

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

Item 6.   Indemnification of Trustees and Officers.

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

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

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

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

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

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

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

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

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

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

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

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

                                     II-2
<PAGE>
 
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

                                     II-3
<PAGE>
 
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C.   Indemnification of Directors and Officers.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's charter or by-laws or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                     II-4
<PAGE>
 
                               POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints C. Ronald
Blankenship, R. Scot Sellers, Patrick R. Whelan, Jeffrey A. Klopf, Bryan J.
Flanagan, Ash K. Atwood, Ariel Amir, Edward J. Schneidman and Michael T. Blair,
and each of them singly, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, to sign a
registration statement filed with the Securities and Exchange Commission
pursuant to Rule 462(b) promulgated under the Securities Act of 1933 and any and
all amendments thereto, and to file the same, with all exhibits thereto, and any
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or his substitute or
nominee, may lawfully do or cause to be done by virtue hereof.

                                     II-5
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Fe, State of New Mexico, on July 16, 1997.

                                    SECURITY CAPITAL PACIFIC TRUST

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

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
 
          Signature                          Title                        Date
          ---------                          -----
<S>                            <C>                                       <C>
/s/ C. RONALD BLANKENSHIP      Non-Executive Chairman and Trustee        July 16, 1997
-----------------------------
    C. Ronald Blankenship

/s/ R. SCOT SELLERS            Chief Executive Officer and President    
-----------------------------  (Principal Executive Officer)             July 16, 1997
    R. Scot Sellers

/s/ BRYAN J. FLANAGAN          Senior Vice President
-----------------------------  (Principal Financial Officer)             July 16, 1997
    Bryan J. Flanagan

/s/ ASH K. ATWOOD              Vice President and Co-Controller
-----------------------------  (Principal Accounting Officer)            July 16, 1997
    Ash K. Atwood

/s/ JAMES A. CARDWELL          Trustee                                   July 16, 1997
-----------------------------
    James A. Cardwell

/s/ JOHN T. KELLEY III         Trustee                                   July 16, 1997
-----------------------------
    John T. Kelley III

/s/ CALVIN K. KESSLER          Trustee                                   July 16, 1997
-----------------------------
    Calvin K. Kessler

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

/s/ JAMES H. POLK III          Trustee                                   July 16, 1997
-----------------------------
    James H. Polk III

/s/ JOHN C. SCHWEITZER         Trustee                                   July 16, 1997
-----------------------------
    John C. Schweitzer
</TABLE>
                                     II-6
<PAGE>
 
                               INDEX TO EXHIBITS
                               -----------------

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

 4.1        Restated Declaration of Trust dated June 18, 1991 (incorporated by
            reference to Exhibit 4 to PTR's Form 10-Q for the quarter ended June
            30, 1991).

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

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

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

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

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

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

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

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

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

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

 4.12       Security Capital Pacific Trust 1997 Long-Term Incentive Plan
            (incorporated by reference to Annex II to the Security Capital Group
            Incorporated Registration Statement on Form S-1 (File No. 333-
            26267))

 5          Opinion of Mayer, Brown & Platt

 15         Letter regarding unaudited interim financial information

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

 23.2       Consent of KPMG Peat Marwick LLP

 24.1       Power of Attorney (included on page II-5)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22154}]
{"company-data": {"conformed-name": "SECURITY CAPITAL PACIFIC TRUST", "cik": "0000080737", "assigned-sic": "6798", "irs-number": "746056896", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31405", "film-number": "97641562"}, "business-address": {"street1": "7777 MARKET CENTER AVE", "city": "EL PASO", "state": "TX", "zip": "79912", "phone": "9158773900"}, "mail-address": {"street1": "7777 MARKET CENTER AVE", "city": "EL PASO", "state": "TX", "zip": "79912"}, "former-company": [{"former-conformed-name": "PROPERTY TRUST OF AMERICA", "date-changed": "19920703"}, {"former-conformed-name": "EL PASO REAL ESTATE INVESTMENT TRUST", "date-changed": "19700108"}]}
As filed with the Securities and Exchange Commission on July 16, 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 PACIFIC TRUST
            (Exact name of registrant as specified in its charter)

              MARYLAND                                   74-6056896
   (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

      7777 Market Center Avenue                             79912
          El Paso, Texas                                  (Zip Code)
(Address of principal executive offices)

              Registrant's telephone number, including area code:
                                (915) 877-3900

                        SECURITY CAPITAL PACIFIC TRUST
                         1997 LONG-TERM INCENTIVE PLAN
                           (Full title of the plan)

                               Jeffrey A. Klopf
                                   Secretary
                           7777 Market Center Avenue
                            El Paso, Texas   79912
                                (915) 877-3900
                              (Agent for Service)

                         -----------------------------
CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                      Proposed         Proposed
                                                       Maximum          Maximum
Title of Securities to be      Amount to be        Offering Price      Aggregate           Amount of
        Registered              Registered           Per Share*     Offering Price*    Registration Fee
---------------------------------------------------------------------------------------------------------
Common Shares of
Beneficial Interest, par       5,650,000 Shares       $22.3125       $126,065,625          $38,202
value $1.00 per share
(including related preferred
share purchase rights)
=========================================================================================================
*  Estimated solely for the purpose of computing the registration fee on the
   basis of the average of the high and low prices for the Common Shares as
   reported on the New York Stock Exchange on July 11, 1997.
================================================================================
Part II

                            INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

Item 3.   Incorporation of documents by reference.

The following documents, which have heretofore been filed by Security Capital
Pacific Trust (the "Trust" or "Registrant") with the Securities and Exchange
Commission (File No. 1-10272) are incorporated by reference herein and shall be
deemed to be a part hereof:

          (a)  Form 10-K for the year ended December 31, 1996;

          (b)  Form 10-Q for the quarter ended March 31, 1997;

          (c)  Form 8-K filed January 27, 1997, February 20, 1997, March 26,
               1997 and May 29, 1997; and

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

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

Item 4.   Description of Securities.

Not applicable.

Item 5.   Interests of Named Experts and Counsel.

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

Item 6.   Indemnification of Trustees and Officers.

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

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

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

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

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

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

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

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

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

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

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

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

                                     II-2
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

                                     II-3
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C.   Indemnification of Directors and Officers.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's charter or by-laws or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                     II-4
POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints C. Ronald
Blankenship, R. Scot Sellers, Patrick R. Whelan, Jeffrey A. Klopf, Bryan J.
Flanagan, Ash K. Atwood, Ariel Amir, Edward J. Schneidman and Michael T. Blair,
and each of them singly, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, to sign a
registration statement filed with the Securities and Exchange Commission
pursuant to Rule 462(b) promulgated under the Securities Act of 1933 and any and
all amendments thereto, and to file the same, with all exhibits thereto, and any
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or his substitute or
nominee, may lawfully do or cause to be done by virtue hereof.

                                     II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Fe, State of New Mexico, on July 16, 1997.

                                    SECURITY CAPITAL PACIFIC TRUST

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

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                          Title                        Date
          ---------                          -----
/s/ C. RONALD BLANKENSHIP      Non-Executive Chairman and Trustee        July 16, 1997
-----------------------------
    C. Ronald Blankenship

/s/ R. SCOT SELLERS            Chief Executive Officer and President    
-----------------------------  (Principal Executive Officer)             July 16, 1997
    R. Scot Sellers

/s/ BRYAN J. FLANAGAN          Senior Vice President
-----------------------------  (Principal Financial Officer)             July 16, 1997
    Bryan J. Flanagan

/s/ ASH K. ATWOOD              Vice President and Co-Controller
-----------------------------  (Principal Accounting Officer)            July 16, 1997
    Ash K. Atwood

/s/ JAMES A. CARDWELL          Trustee                                   July 16, 1997
-----------------------------
    James A. Cardwell

/s/ JOHN T. KELLEY III         Trustee                                   July 16, 1997
-----------------------------
    John T. Kelley III

/s/ CALVIN K. KESSLER          Trustee                                   July 16, 1997
-----------------------------
    Calvin K. Kessler

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

/s/ JAMES H. POLK III          Trustee                                   July 16, 1997
-----------------------------
    James H. Polk III

/s/ JOHN C. SCHWEITZER         Trustee                                   July 16, 1997
-----------------------------
    John C. Schweitzer
II-6
INDEX TO EXHIBITS
                               -----------------

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

 4.1        Restated Declaration of Trust dated June 18, 1991 (incorporated by
            reference to Exhibit 4 to PTR's Form 10-Q for the quarter ended June
            30, 1991).

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

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

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

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

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

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

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

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

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

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

 4.12       Security Capital Pacific Trust 1997 Long-Term Incentive Plan
            (incorporated by reference to Annex II to the Security Capital Group
            Incorporated Registration Statement on Form S-1 (File No. 333-
            26267))

 5          Opinion of Mayer, Brown & Platt

 15         Letter regarding unaudited interim financial information

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

 23.2       Consent of KPMG Peat Marwick LLP

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