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EXHIBIT 99.2
FORM OF CONSENT OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
We hereby consent to the use of our opinion letter dated September 26, 2000
to the Members of the Special Committee of the Board of Directors of Security
Capital U.S. Realty included as Appendix B to the Joint Proxy Statement and
Prospectus which forms a part of the Registration Statement on Form S-4
relating to the proposed transaction between Security Capital Group
Incorporated and Security Capital U.S. Realty and to the references to such
opinion in such Joint Proxy Statement and Prospectus under the captions
"Summary--Opinions of Financial Advisors," "The Transaction--Background of the
Transaction," "The Transaction--Recommendations of the U.S. Realty Special
Committee and of the Full U.S. Realty Board; Fairness of the Transaction," "The
Transaction--U.S. Realty's Reasons for the Transaction," and "The Transaction--
Opinion of Merrill Lynch, Financial Advisor to the U.S. Realty Special
Committee" and to the inclusion of the foregoing opinion as Appendix B to the
above mentioned Joint Proxy Statement and Prospectus. In giving such consent,
we do not admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, (the
"Securities Act") or the rules and regulations of the Securities Exchange
Commission thereunder (the "SEC"), nor do we thereby admit that we are experts
with respect to any part of such Registration Statement within the meaning of
the term "experts" as used in the Securities Act, or the rules and regulations
of the SEC thereunder.
Very truly yours,
, 2000
