8-K

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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                   FORM 8-K



                                Current Report

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


     Date of Report (Date of Earliest Event Reported)  September 9, 1997
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                       SECURITY CAPITAL INDUSTRIAL TRUST
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            (Exact Name of Registrant as Specified in its Charter)



                                   Maryland
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                (State or Other Jurisdiction of Incorporation)


             1-12846                                     74-2604728
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    (Commission File Number)                (I.R.S. Employer Identification No.)



     14100 East 35th Place, Aurora, Colorado                80011
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     (Address of Principal Executive Offices)             (Zip Code)


                                 (303) 375-9292
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              (Registrant's Telephone Number, Including Area Code)



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Item 5.   Other Events

     Pursuant to a Merger and Issuance Agreement, dated as of March 24, 1997, as
amended (the "Merger Agreement"), between Security Capital Group Incorporated
("Security Capital") and Security Capital Industrial Trust ("SCI"), Security
Capital agreed to cause its subsidiaries providing REIT and property management
services to SCI to be merged with and into a wholly owned subsidiary of SCI in
exchange for SCI common shares of beneficial interest, $0.01 par value per share
("Shares"), valued at $81,870,626. On September 8, 1997, shareholders of SCI
approved the transactions contemplated by the Merger Agreement as described in
the press release which is filed as an exhibit hereto and incorporated herein by
reference. On September 9, 1997, the merger transactions were consummated and
Security Capital was issued 3,692,023 Shares pursuant to the Merger Agreement.

Item 7.   Financial Statements, Pro Forma Financial Statements and Exhibits.

          (c)  Exhibits.

               99.1 Press Release dated September 8, 1997.

 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        SECURITY CAPITAL INDUSTRIAL TRUST



Dated: September 15, 1997               By: /s/ Jeffrey A. Klopf
                                            ----------------------------- 
                                             Jeffrey A. Klopf
                                             Secretary

EX-99

 
                                                                    Exhibit 99.1

Press Release
- --For Immediate Release--


                       SECURITY CAPITAL INDUSTRIAL TRUST
                                   Announces
            Shareholder Approval to Become Internally Managed REIT

September 8, 1997 -- Security Capital Industrial Trust (SCI) (NYSE: SCN) today
announced that its shareholders voted to approve an agreement with Security
Capital Group Incorporated (Security Capital) to exchange Security Capital's
REIT management and property management companies for 3,692,024 shares of SCI
common stock. A total of 92.48% of SCI's outstanding common shares were voted.
Of those, 98.5% were voted in favor of the merger agreement, which is expected
to close on September 9, 1997, subject to the conditions in the merger
agreement.

As a result of the transaction, SCI will become an internally managed real
estate investment trust (REIT) with Security Capital continuing as its largest
shareholder. Personnel employed by the REIT management and property management
companies will become employees of SCI. The transaction is immediately accretive
to SCI's per share Funds from Operations (FFO), based on SCI's 1997 forecast.

SCI Co-Chairman and Chief Operating Officer K. Dane Brooksher emphasized that
self-management for SCI will have a significant positive effect on SCI's long-
term FFO growth. "SCI will continue to benefit from the strategic guidance,
proprietary research and operating expertise of Security Capital," Mr. Brooksher
said. "In addition, we now have the opportunity to grow SCI's customer base and
operating platform without significantly increasing overhead. This will have a
direct, positive impact on FFO growth as we move forward."

During the past year, SCI has announced several new strategic initiatives aimed
at expanding the quality and range of services provided to its global customer
base. These initiatives include the company's geographic expansion into Europe
and Mexico, as well as its entry into the refrigerated warehousing business.
"The significant research and development expenditures the company has already
made in the SCI International Operating System/TM/, combined with the
internalization of management, will result in an enhanced growth rate as we
expand our services platform globally," said SCI Co-Chairman and Chief
Investment Officer Irving F. Lyons III. He added, "This transaction gives our
international team of highly motivated individuals an

 
opportunity to increase their participation in SCI's future performance through
the SCI 1997 long-term incentive compensation plan also approved by shareholders
today."

Under the terms of the agreement, Security Capital's REIT management and
property management companies were valued at $81,870,626. The number of SCI
common shares issued to Security Capital was determined based on a price per SCI
common share of $22.175, the average closing price of SCI's common shares
reported by the New York Stock Exchange for the five-day period prior to the SCI
shareholder record date of August 6, 1997 for voting on the transaction.

SCI is the largest publicly held, global owner and operator of distribution
properties headquartered in the United States. SCI's primary objective is to
build shareholder value through long-term, sustainable growth in per share cash
flow. The company expects to achieve this objective through the SCI
International Operating System/TM/ which provides exceptional corporate
distribution facility services to meet customer expansion and reconfiguration
needs globally. SCI's investment strategy is to acquire generic distribution
facilities and develop full-service, master-planned distribution parks in
metropolitan areas that demonstrate strong demographic growth and excellent
industrial real estate fundamentals. As of July 31, 1997, SCI had distribution
properties operating or under development in 42 markets in the U.S., Mexico and
Europe totaling 94.2 million square feet.

FOR MORE INFORMATION, CONTACT:                 K. Scott Cannon     800/982-9293
                                               Gerard de Gunzburg  212/838-9292



In addition to historical information, this press release contains forward-
looking statements under the federal securities laws. These statements are based
on current expectations, estimates and projections about the industry and
markets in which SCI operates, management's beliefs and assumptions made by
management. Forward-looking statements are not guarantees of future performance
and involve certain risks and uncertainties which are difficult to predict.
Actual operating results may be affected by changes in national and local
economic conditions, competitive market conditions, weather, obtaining
governmental approvals and meeting development schedules, and therefore, may
differ materially from what is expressed or forecasted in this press release.