Exhibit 2.11 FIRST AMENDMENT TO MERGER AND ISSUANCE AGREEMENT

                                                                    Exhibit 2.11
 
                                FIRST AMENDMENT
                                      TO
                         MERGER AND ISSUANCE AGREEMENT

     THIS FIRST AMENDMENT TO MERGER AND ISSUANCE AGREEMENT (this "Amendment") is
made and entered into as of April 21, 1997, by and between Security Capital
Industrial Trust, a Maryland real estate investment trust ("SCI"), and Security
Capital Group Incorporated, a Maryland corporation ("Security Capital").

     WHEREAS, SCI and Security Capital are parties to that certain Merger and
Issuance Agreement, dated as of March 24, 1997 (the "Merger Agreement"),
pursuant to which, among other matters, SCI and Security Capital agreed to merge
subsidiaries of Security Capital performing REIT management and property
management services with respect to SCI with and into a subsidiary of SCI in
exchange for common shares of beneficial interest of SCI;

     WHEREAS, the parties desire to amend the terms of the Merger Agreement to
clarify certain ambiguities;

     NOW, THEREFORE, the parties amend and restate Section 9.6 of the Merger
Agreement in its entirety to read as follows:

          SECTION 9.6  SURVIVAL.  The indemnification provided by this Article
     IX shall be a continuing right to indemnification and shall survive the
     closing of the transactions contemplated hereby and the expiration or
     termination of this Agreement (i) for a period of two years following the
     Merger Closing with respect to any indemnification not in connection with a
     breach of the representations and warranties set forth in Section 4.8 and
     clause (Z) of Section 9.1 and (ii) until the expiration of the statute of
     limitations (as it may be extended) with respect to each tax year or period
     pertinent to the representations and warranties set forth in Section 4.8
     and clause (Z) of Section 9.1 with respect to any indemnification in
     connection with a breach thereof; and the Indemnified Party shall be
     entitled to bring an action thereon only if the Indemnified Party has given
     the Indemnifying Party written notice within such two-year period or
     statute-of-limitations period, as the case may be.

                           *     *     *     *     *

 
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officers thereunto duly authorized as of the date
first written above.

                         SECURITY CAPITAL INDUSTRIAL TRUST

 
                         By:  /s/ K. XXXX XXXXXXXXX
                              ---------------------------------------
                              K. Xxxx Xxxxxxxxx
                              Co-Chairman and Chief Operating Officer


                         SECURITY CAPITAL GROUP INCORPORATED
 

                         By:  /s/ XXXXXXX X. XXXXX
                              ---------------------------------------
                              Xxxxxxx X. Xxxxx
                              Senior Vice President