COMPANY: SECURITY CAPITAL GROUP INCORPORATED
TICKER: "SCZ"
EXCHANGE: NYSE
FORM-TYPE: PROSP
DOCUMENT-DATE: January 7, 1999
FILING DATE: January 8, 1999
Pricing Supplement No. 3 Dated January 7, 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: $5,000,000
CUSIP: 81413TAN7
Settlement Date (Original Issue Date): January 11, 1999
Maturity Date: January 11, 2005
Agents' Discount or Commission: 55 bps
Interest Rate Per Annum: 7.75%
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. 3
Dated January 7, 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 Price to Public Net
Agent Trade Date Amount (Issue Price) Proceeds 1/
- ----- ---------- -------- --------------- ----------
<S> <C> <C> <C> <C>
Merrill Lynch, Pierce, January 6, 1999 $5,000,000 100% $4,972,500
Fenner & Smith
Incorporated
1/ Excluding estimated offering cost to Security Capital Group Incorporated.
</TABLE>
Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as Agent in
connection with the distribution of the Notes. The Agent will receive a
selling commission equal to 0.55% of the principal amount of the Notes.
DCN:
LANGUAGE: ENGLISH
LOAD DATE: January 8, 1999
