COMPANY: SECURITY CAPITAL GROUP INCORPORATED
TICKER: "SCZ"
EXCHANGE: NYSE
FORM-TYPE: PROSP
DOCUMENT-DATE: November 30, 1998
FILING DATE: November 30, 1998
Amendment No. 1 to Pricing Supplement No. 1
Dated November 23, 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)
Principal Amount: $100,000,000
CUSIP: 81413TAA5
Trade Date: November 20, 1998
Settlement Date (Original Issue Date): November 25, 1998
Maturity Date: November 15, 2003
If principal amount is other than
U.S. dollars, equivalent in U.S. dollars: N/A
Exchange Agent: N/A
Price to Public (Issue Price): 99.906%
Net Proceeds to Issuer (Excluding
estimated cost to Security Capital Group
Incorporated in conjunction with the
offering): $99,306,000
Agents' Discount or Commission: 60 bps
<PAGE>
(Fixed Rate)
Page 2
Amendment No. 1 to Pricing Supplement No. 1
Dated November 23, 1998
Rule 424(b)(2)
Registration Statement No. 333-64979
Interest Rate Per Annum: 7.75%
Interest Payment Date(s):
X May 15 and November 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.
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.
Original Issue Discount:
Amount of OID: $94,000
Yield to Maturity: 7.774%
Plan of Distribution:
J.P. Morgan & Co., Chase Securities Inc., Goldman, Sachs & Co. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated are acting as Agents in
connection with the distribution of the Notes. The Agents will receive a
selling commission equal to 0.60% of the principal
amount of the Notes.
DCN:
LANGUAGE: ENGLISH
LOAD DATE: December 1, 1998
