COMPANY: SECURITY CAPITAL GROUP INCORPORATED
TICKER: "SCZ"
EXCHANGE: NYSE
FORM-TYPE: PROSP
DOCUMENT-DATE: December 16, 1998
FILING DATE: December 17, 1998
Pricing Supplement No. 2 Dated December 16, 1998
(To Prospectus Supplement dated November 18, 1998
and Prospectus dated October 13, 1998)
Rule 424(b)(2)
Registration Statement No. 333-64979
Security Capital Group Incorporated
MEDIUM TERM NOTES, SERIES A
(Fixed Rate Notes)
Total Principal Amount: $14,700,000
CUSIP: 81413TAG2
Settlement Date (Original Issue Date): December 21, 1998
Maturity Date: December 21, 2004
Agents' Discount or Commission: 55 bps
Interest Rate Per Annum: 7.66%
Interest Payment Date(s):
X March 15 and September 15 of each year and on the Maturity Date.
___ Other:
X DTC registered ___ non-DTC Registered
The Regular Record Date for the Note will be the date 15 calendar days
before each Interest Payment Date, whether or not that date is a Business
Day.
<PAGE>
(Fixed Rate)
Page 2
Pricing Supplement No. 2
Dated December 16, 1998
Rule 424(b)(2)
Registration Statement No. 333-64979
CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE DEFINED IN THE
PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE
PROSPECTUS SUPPLEMENT.
<TABLE>
<CAPTION>
Plan of Distribution:
Principal Price to Public Net
Agent Trade Date Amount (Issue Price) Proceeds 1/
----- ---------- ------ ------------- ---------
<S> <C> <C> <C> <C>
Merrill Lynch, Pierce, Fenner & December 15, 1998 $10,000,000 100% $9,945,000
Smith Incorporated
J.P. Morgan & Co. December 16, 1998 $3,000,000 100.076% $2,985,780
Goldman, Sachs & Co. December 16, 1998 $1,700,000 100% $1,690,650
1/ Excluding estimated offering cost to Security Capital Group Incorporated.
</TABLE>
Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan & Co. and
Goldman, Sachs & Co. are acting as Agents in connection with the
distribution of the Notes. The Agents will receive a selling commission
equal to 0.55% of the principal amount of the Notes.
DCN:
LANGUAGE: ENGLISH
LOAD DATE: December 17, 1998
