SECURITY CAPITAL GROUP INC/
8-A12B, 1997-09-11
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                    FORM 8-A


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                      SECURITY CAPITAL GROUP INCORPORATED
             (Exact name of registrant as specified in its charter)
 
        Maryland                                                36-3692698
(State of Organization)                                     (I.R.S. Employer 
                                                             Identification No.)

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

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [_]
                                                                
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [_]

       Securities to be registered pursuant to Section 12(b) of the Act:

         Titles of each class                 Name of Exchange on which
         to be so registered                each class is to be registered
         --------------------               ------------------------------
 
 Warrants to Purchase Class B Common           New York Stock Exchange
 Stock
 

       Securities to be registered pursuant to Section 12(g) of the Act:

                                     None
                               (Title of Class)

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<PAGE>
 
Item 1.  Description of Registrant's Securities to be Registered.

     A complete description of the warrants (the "Warrants") to purchase Class B
Common Stock, $.01 par value per share, which Warrants are to be registered
hereunder, is contained in the Warrant Prospectus forming a part of a Form S-11
Registration Statement, as amended (File No. 333-26259), of Security Capital
Group Incorporated, filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended ("Securities Act").  Such description is
hereby incorporated by reference and any description included in a form of
prospectus subsequently filed by Security Capital pursuant to Rule 424(b) under
the Securities Act shall be deemed to be incorporated herein by reference.

 
 
Item 2.    Exhibits.
           ---------

     The following exhibits are filed with the New York Stock Exchange:

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

  1.2        Security Capital Registration Statement on Form S-11, as amended 
             (File No. 333-26259).

  4.1        Security Capital Articles of Amendment and Restatement.

  4.2        Security Capital Amended and Restated Bylaws.

  4.3        Form of Warrant Agreement by and between Security Capital and The 
             First National Bank of Boston, as warrant agent, including form of
             warrant certificate.

  6.1        1996 Annual Report to Shareholders.


<PAGE>
 
                                   SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.


                              SECURITY CAPITAL GROUP INCORPORATED



                              By:  /s/ JEFFREY A. KLOPF
                                   -------------------------------
                                   Jeffrey A. Klopf
                                   Secretary



Date: September 11, 1997


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