COMPANY: SECURITY CAPITAL GROUP INCORPORATED
TICKER: "SCZ"
EXCHANGE: NYSE
FORM-TYPE: PROSP
DOCUMENT-DATE: January 21, 1999
FILING DATE: January 22, 1999
Amendment No. 3 to Pricing Supplement No. 4 Dated January 8, 1999
(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: $54,550,000
CUSIP: 81413TAU1
Original Issue Date: January 12, 1999
Maturity Date: January 12, 2005
Price to Public (Issue Price): 100%
Interest Rate Per Annum: 7.80%
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
Amendment No. 3 to Pricing Supplement No. 4
Dated January 21, 1999
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 Agent Net
Agents Trade Date Amount Commission Proceeds 1/
- ------ ---------- -------- ---------- --------
<S> <C> <C> <C> <C>
Goldman, Sachs & Co. January 7, 1999 $31,150,000 0.550% $30,978,675
Merrill Lynch, Pierce, January 13, 1999 $7,000,000 0.550% $6,972,116.67 2/
Fenner & Smith
Incorporated
Goldman, Sachs & Co. January 21, 1999 $16,400,000 0.481% $16,370,862.67 3/
1 Excluding estimated offering cost to Security Capital Group Incorporated.
2 Net Proceeds includes interest accrued from the Original Issue Date
through the Settlement Date, January 19, 1999, which interest will be
reimbursed to Security Capital Group Incorporated.
3 Net Proceeds includes interest accrued from the Original Issue Date
through the Settlement Date, January 26, 1999, which interest will be
reimbursed to Security Capital Group Incorporated.
</TABLE>
Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
are acting as Agents in connection with the distribution of the Notes.
LANGUAGE: ENGLISH
LOAD DATE: January 22, 1999
