As filed with the Securities and Exchange Commission on July 24, 2001
                                                             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

                    SECURITY CAPITAL GROUP INCORPORATED
                      DEFERRED FEE PLAN FOR DIRECTORS
                          (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     Offering     Aggregate
to be Registered       to be      Price Per    Offering          Amount of
   Obligations(2)    Registered   Share(1)     Price(1)      Registration Fee
-------------------------------------------------------------------------------
Deferred Fee
Obligations(2)      $2,000,000      N/A        $2,000,000         $500.00
Shares of Class B
Common Stock
$.01 par value
per share (3)
------------------------------- -----------------------------------------------
(1)     Estimated solely for the purpose of computing the registration fee.
(2)     The Deferred Fee Obligations are unsecured obligations of Security
        Capital Group Incorporated to pay deferred compensation in the
        future in accordance with the terms of the Security Capital Group
        Incorporated Deferred Fee Plan for Directors. Includes an
        undeterminable amount of the Company's Class A Common Stock and
        Class B Common Stock that may be issued upon payment of a deferred
        fee obligation and an undeterminable amount of related preferred
        share purchase rights.
(3)     Includes the preferred share purchase rights associated with the
        Common Stock.


<PAGE>

                                  Part II


                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.  Incorporation of documents by reference.

The following documents, which have heretofore been filed (File No.
1-13355) 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)      Form 10-K, as amended, for the year ended December 31, 2000;

         (b)      Form 10-Q for the quarter ended March 31, 2001;

         (c)      Form 8-Ks filed January 8, 2001 (dated December 20,
                  2000), January 17, 2001 (dated January 16, 2001), January
                  25, 2001 (dated January 16, 2001), March 12, 2001(dated
                  February 28, 2001), June 8, 2001 (dated June 7, 2001) and
                  June 14, 2001 (dated June 13, 2001); 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.

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.

Deferred Fee Obligations

         Pursuant to the terms of the Security Capital Group Incorporated
Deferred Fee Plan for Directors (the "Plan"). non-employee directors of
Security Capital may defer receipt of some or all of their cash or stock
compensation otherwise payable to them. These deferred fee obligations are
unsecured general obligations of Security Capital to pay the deferred
compensation in the future in accordance with the terms of the Plan and
will rank equally with other unsecured and unsubordinated indebtedness of
Security Capital from time to time outstanding.

         The amount of cash and stock compensation deferred by a
participant will be credited with respect to dividends paid on Security
Capital's stock and quarterly interest at the investment return rate (as
defined in the Plan). Any cash amounts deferred (and any cash amounts
payable with respect to stock amounts deferred) will be paid in cash and
any stock amounts deferred will be paid in stock.

         The deferred fee obligations are not payable, in whole or in part,
except upon specified payment dates as selected by the participant in
accordance with the terms of the Plan or in the event of hardship (as
defined in the Plan) or death of the participant. Security Capital reserves
the rights to amend or terminate the Plan at any time, except that no
amendment or termination shall adversely affect the right of a participant
to the such participant's accruals on prior elections without the consent
of the participant.



                                    II-1

<PAGE>

         A participant's right to receive payment of the deferred fee
obligations cannot be assigned or transferred except by will or by the laws
of descent and distribution.

         The deferred fee obligations are not convertible into another
security of Security Capital. The deferred fee obligations will not have
the benefit of a negative pledge or any other affirmative or negative
covenant on the part of Security Capital. No trustee has been appointed
having the authority to take action with respect to the deferred fee
obligations, and each participant is responsible for acting independently
with respect to, among other things, the giving of notices, responding to
any request for consent waivers or amendments pertaining to the deferred
fee obligations, enforcing covenants and taking action upon a default.

         Security Capital may maintain a "rabbi trust" to assist it with
its obligations to make payments of deferrals. Participants in the Plan
have no rights to any assets held by the rabbi trust, except as general
creditors of Security Capital. Assets of the rabbi trust will at all times
be subject to the claims of Security Capital's general creditors.

Item 5.  Interests of Named Experts and Counsel.

The validity of the issuance of the deferred fee obligations and the
issuance of the shares of Class A Common Stock and of 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 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."

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:


                                    II-2
<PAGE>

         "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 or her
         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 as a
         director, officer, partner or trustee of such 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-3
<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.


                                      II-4
<PAGE>

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-5
<PAGE>


                             POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of Security Capital Group
Incorporated, a Maryland corporation, and the undersigned directors and
officers of Security Capital Group Incorporated, hereby constitutes and
appoints William D. Sanders, C. Ronald Blankenship, Paul E. Szurek, and
Jeffrey A. Klopf, his , hers or its true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him, her or
it and in his, hers or its 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, to
sign a registration statement prepared pursuant to Rule 462(b) promulgated
under the Securities Act of 1933, as amended, and any and all amendments
thereto, and to file each such registration statement or amendment, 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, as fully and to all intents and purposes as he, she or it 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-6

<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 23, 2001.

                           SECURITY CAPITAL GROUP INCORPORATED


                           By:/s/ William D. Sanders
                              -------------------------------------------------
                               Name:  William D. Sanders
                               Title:  Chairman and Chief Executive Officer

         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, Director and            July 23, 2001
---------------------------     Chief Executive
    William D. Sanders          Officer (Principal Executive Officer)

/s/ Paul E. Szurek              Chief Financial Officer           July 23, 2001
---------------------------     (Principal Financial Officer)
    Paul E. Szurek

/s/ James C. Swaim               Principal Accounting Officer     July 23, 2001
---------------------------
    James C. Swaim

/s/ C. Ronald Blankenship        Director, Vice Chairman          July 23, 2001
---------------------------
    C. Ronald Blankenship

/s/ Samuel W. Bodman             Director                         July 23, 2001
---------------------------
    Samuel W. Bodman

 /s/ Hermann Buerger             Director                         July 23, 2001
 --------------------------
     Hermann Buerger

/s/ John P. Frazee, Jr.          Director                         July 23, 2001
---------------------------
    John P. Frazee, Jr.

 /s/ Cyrus F. Freidheim, Jr.     Director                         July 23, 2001
 --------------------------
     Cyrus F. Freidheim, Jr.

/s/ H. Laurance Fuller           Director                         July 23, 2001
----------------------------
    H. Laurance Fuller

/s/ Janet M. Hill                Director                         July 23, 2001
----------------------------
    Janet M. Hill

/s/ Ray L. Hunt                  Director                         July 23, 2001
----------------------------
    Ray L. Hunt

/s/ John T. Kelley III           Director                         July 23, 2001
----------------------------
    John T. Kelley III

/s/ Peter S. Willmott            Director                         July 23, 2001
----------------------------
    Peter S. Willmott

                                    II-7
<PAGE>

                             INDEX TO EXHIBITS

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

4.1          Rights Agreement, dated as of April 21, 1997, between Security
             Capital Group Incorporated and The First National Bank of
             Boston, as rights agent, including form of Rights Certificate
             (incorporated by reference to Exhibit 4.1 to Security Capital
             Group Incorporated's Quarterly Report on Form 10-Q for the
             period ended September 30, 1997)

4.2          Form of stock certificate for shares of Class A Common Stock of
             Security Capital Group Incorporated (incorporated by reference
             to Exhibit 4.4 of Security Capital Group Incorporated's
             Registration Statement on Form S-11 (File No. 333-26037))

4.3          Form of stock certificate for shares of Class B Common Stock of
             Security Capital Group Incorporated (incorporated by reference
             to Exhibit 4.5 of Security Capital Group Incorporated's
             Registration Statement on Form S-11 (File No. 333-26037))

5            Opinion of Mayer, Brown & Platt

10.1         Security Capital Group Incorporated Deferred Fee Plan for
             Directors (incorporated by reference to Exhibit 10.29 to
             Security Capital Group Incorporated's Registration Statement on
             Form S-11 (File No. 333-26037))

15.1         Letter of Arthur Andersen 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 LLP

23.4         Consent of PricewaterhouseCoopers S. a r. l.

23.5         Consent of PricewaterhouseCoopers S. a r. l.

23.6         Consent of PricewaterhouseCoopers S. a r. l.

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



                                    II-8
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As filed with the Securities and Exchange Commission on July 24, 2001
                                                             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

                    SECURITY CAPITAL GROUP INCORPORATED
                      DEFERRED FEE PLAN FOR DIRECTORS
                          (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     Offering     Aggregate
to be Registered       to be      Price Per    Offering          Amount of
   Obligations(2)    Registered   Share(1)     Price(1)      Registration Fee
-------------------------------------------------------------------------------
Deferred Fee
Obligations(2)      $2,000,000      N/A        $2,000,000         $500.00
Shares of Class B
Common Stock
$.01 par value
per share (3)
------------------------------- -----------------------------------------------
(1)     Estimated solely for the purpose of computing the registration fee.
(2)     The Deferred Fee Obligations are unsecured obligations of Security
        Capital Group Incorporated to pay deferred compensation in the
        future in accordance with the terms of the Security Capital Group
        Incorporated Deferred Fee Plan for Directors. Includes an
        undeterminable amount of the Company's Class A Common Stock and
        Class B Common Stock that may be issued upon payment of a deferred
        fee obligation and an undeterminable amount of related preferred
        share purchase rights.
(3)     Includes the preferred share purchase rights associated with the
        Common Stock.
Part II

                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.  Incorporation of documents by reference.

The following documents, which have heretofore been filed (File No.
1-13355) 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)      Form 10-K, as amended, for the year ended December 31, 2000;

         (b)      Form 10-Q for the quarter ended March 31, 2001;

         (c)      Form 8-Ks filed January 8, 2001 (dated December 20,
                  2000), January 17, 2001 (dated January 16, 2001), January
                  25, 2001 (dated January 16, 2001), March 12, 2001(dated
                  February 28, 2001), June 8, 2001 (dated June 7, 2001) and
                  June 14, 2001 (dated June 13, 2001); 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.

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.

Deferred Fee Obligations

         Pursuant to the terms of the Security Capital Group Incorporated
Deferred Fee Plan for Directors (the "Plan"). non-employee directors of
Security Capital may defer receipt of some or all of their cash or stock
compensation otherwise payable to them. These deferred fee obligations are
unsecured general obligations of Security Capital to pay the deferred
compensation in the future in accordance with the terms of the Plan and
will rank equally with other unsecured and unsubordinated indebtedness of
Security Capital from time to time outstanding.

         The amount of cash and stock compensation deferred by a
participant will be credited with respect to dividends paid on Security
Capital's stock and quarterly interest at the investment return rate (as
defined in the Plan). Any cash amounts deferred (and any cash amounts
payable with respect to stock amounts deferred) will be paid in cash and
any stock amounts deferred will be paid in stock.

         The deferred fee obligations are not payable, in whole or in part,
except upon specified payment dates as selected by the participant in
accordance with the terms of the Plan or in the event of hardship (as
defined in the Plan) or death of the participant. Security Capital reserves
the rights to amend or terminate the Plan at any time, except that no
amendment or termination shall adversely affect the right of a participant
to the such participant's accruals on prior elections without the consent
of the participant.

                                    II-1
A participant's right to receive payment of the deferred fee
obligations cannot be assigned or transferred except by will or by the laws
of descent and distribution.

         The deferred fee obligations are not convertible into another
security of Security Capital. The deferred fee obligations will not have
the benefit of a negative pledge or any other affirmative or negative
covenant on the part of Security Capital. No trustee has been appointed
having the authority to take action with respect to the deferred fee
obligations, and each participant is responsible for acting independently
with respect to, among other things, the giving of notices, responding to
any request for consent waivers or amendments pertaining to the deferred
fee obligations, enforcing covenants and taking action upon a default.

         Security Capital may maintain a "rabbi trust" to assist it with
its obligations to make payments of deferrals. Participants in the Plan
have no rights to any assets held by the rabbi trust, except as general
creditors of Security Capital. Assets of the rabbi trust will at all times
be subject to the claims of Security Capital's general creditors.

Item 5.  Interests of Named Experts and Counsel.

The validity of the issuance of the deferred fee obligations and the
issuance of the shares of Class A Common Stock and of 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 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."

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:

                                    II-2
"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 or her
         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 as a
         director, officer, partner or trustee of such 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-3
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.

                                      II-4
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-5
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of Security Capital Group
Incorporated, a Maryland corporation, and the undersigned directors and
officers of Security Capital Group Incorporated, hereby constitutes and
appoints William D. Sanders, C. Ronald Blankenship, Paul E. Szurek, and
Jeffrey A. Klopf, his , hers or its true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him, her or
it and in his, hers or its 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, to
sign a registration statement prepared pursuant to Rule 462(b) promulgated
under the Securities Act of 1933, as amended, and any and all amendments
thereto, and to file each such registration statement or amendment, 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, as fully and to all intents and purposes as he, she or it 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-6
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 23, 2001.

                           SECURITY CAPITAL GROUP INCORPORATED

                           By:/s/ William D. Sanders
                              -------------------------------------------------
                               Name:  William D. Sanders
                               Title:  Chairman and Chief Executive Officer

         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, Director and            July 23, 2001
---------------------------     Chief Executive
    William D. Sanders          Officer (Principal Executive Officer)

/s/ Paul E. Szurek              Chief Financial Officer           July 23, 2001
---------------------------     (Principal Financial Officer)
    Paul E. Szurek

/s/ James C. Swaim               Principal Accounting Officer     July 23, 2001
---------------------------
    James C. Swaim

/s/ C. Ronald Blankenship        Director, Vice Chairman          July 23, 2001
---------------------------
    C. Ronald Blankenship

/s/ Samuel W. Bodman             Director                         July 23, 2001
---------------------------
    Samuel W. Bodman

 /s/ Hermann Buerger             Director                         July 23, 2001
 --------------------------
     Hermann Buerger

/s/ John P. Frazee, Jr.          Director                         July 23, 2001
---------------------------
    John P. Frazee, Jr.

 /s/ Cyrus F. Freidheim, Jr.     Director                         July 23, 2001
 --------------------------
     Cyrus F. Freidheim, Jr.

/s/ H. Laurance Fuller           Director                         July 23, 2001
----------------------------
    H. Laurance Fuller

/s/ Janet M. Hill                Director                         July 23, 2001
----------------------------
    Janet M. Hill

/s/ Ray L. Hunt                  Director                         July 23, 2001
----------------------------
    Ray L. Hunt

/s/ John T. Kelley III           Director                         July 23, 2001
----------------------------
    John T. Kelley III

/s/ Peter S. Willmott            Director                         July 23, 2001
----------------------------
    Peter S. Willmott

                                    II-7
INDEX TO EXHIBITS

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

4.1          Rights Agreement, dated as of April 21, 1997, between Security
             Capital Group Incorporated and The First National Bank of
             Boston, as rights agent, including form of Rights Certificate
             (incorporated by reference to Exhibit 4.1 to Security Capital
             Group Incorporated's Quarterly Report on Form 10-Q for the
             period ended September 30, 1997)

4.2          Form of stock certificate for shares of Class A Common Stock of
             Security Capital Group Incorporated (incorporated by reference
             to Exhibit 4.4 of Security Capital Group Incorporated's
             Registration Statement on Form S-11 (File No. 333-26037))

4.3          Form of stock certificate for shares of Class B Common Stock of
             Security Capital Group Incorporated (incorporated by reference
             to Exhibit 4.5 of Security Capital Group Incorporated's
             Registration Statement on Form S-11 (File No. 333-26037))

5            Opinion of Mayer, Brown & Platt

10.1         Security Capital Group Incorporated Deferred Fee Plan for
             Directors (incorporated by reference to Exhibit 10.29 to
             Security Capital Group Incorporated's Registration Statement on
             Form S-11 (File No. 333-26037))

15.1         Letter of Arthur Andersen 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 LLP

23.4         Consent of PricewaterhouseCoopers S. a r. l.

23.5         Consent of PricewaterhouseCoopers S. a r. l.

23.6         Consent of PricewaterhouseCoopers S. a r. l.

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

                                    II-8