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August 12, 2005

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

Mail Stop 6010

U.S. Securities and Exchange Commission

450 5th Street, N.W.

Washington, DC 20549

Re:                             Security
Capital Corporation

Form
10-K for Fiscal Year Ended December 31, 2004

Filed
June 28, 2005

File
No. 001-07921

Dear Mr. Rosenberg,

This letter is submitted on behalf of
Security Capital Corp. (the “Company”) in response to your letter dated July
21, 2005 relating to the above-mentioned filing by the Company.  For convenience, the Staff’s comments are set
forth below prior to each of the Company’s responses.

Item 8. Financial Statements and
Supplementary Data - Note 4.  Significant
Accounting Policies, Assignment Development Costs, page 39

Comment No. 1

We note from your disclosure that you are
capitalizing assignment development costs that you have incurred on behalf of a
franchisee and recognizing the expense only at the point in time that a
franchisee purchases the property (i.e. when you also recognize revenue).  Please tell us how your accounting policy for
capitalizing these costs and recording revenue complies with US GAAP.  In your response, cite the specific
authoritative guidance used and, for the costs capitalized, describe more
specifically the types of costs including whether or not they are incurred to
independent third parties.

Registrant’s Response

Assignment development costs recorded on our
balance sheet are composed of reimbursable costs incurred by our majority-owned
subsidiary, Primrose Holdings Inc. (“Primrose”), with independent third parties
on behalf of prospective franchisees (“Prospective Franchisees”) to identify
and prepare a specific parcel of property for construction (“Development
Services”).  In performing Development
Services, Primrose

utilizes independent third-party vendors,
including architects, engineers, surveyors, and attorneys.  These independent third-party vendors invoice
Primrose for services rendered.  Primrose
pays the vendors and records an asset, Assignment Development Costs, on its
balance sheet, reflecting the receivable due to Primrose from Prospective
Franchisees.  Statement of Financial
Concepts No. 6, Elements of Financial Statements
(“SFAC 6”) defines an asset as a “probable future economic benefit obtained or
controlled by a particular entity as a result of a past transaction or event.”  Recognizing an asset, specifically a
receivable, for these reimbursable costs is appropriate under SFAC 6 as Prospective
Franchisees are contractually obligated to reimburse Primrose for the costs
incurred and collection is probable.

The costs of providing Development Services
are not treated as deferred costs and are not recognized through earnings at
any point in time as operating expenses as these costs are not incurred in the
direct or indirect generation of revenue.
Revenue earned by Primrose is fixed per the Agreement to Assign Real
Estate Purchase Agreement (the “Agreement”) and is separate and distinguishable
from the costs of Development Services advanced on behalf of a Prospective
Franchisee.  Under the terms of the
Agreement, the Prospective Franchisees pays Primrose a fixed fee (the “Fixed
Fee”) plus the reimbursement of all expenses incurred by Primrose in providing
Development Services (the “Expenses”).  A
portion of the Fixed Fee is paid at the time the Agreement is signed.  The remaining portion of the Fixed Fee and
all Expenses are paid at the time of the sale of the property to the
Prospective Franchisee (the “Closing”).  If
a Closing does not take place, all Expenses are due within ten days after the
date the Expenses are invoiced to the Prospective Franchisee.

The Fixed Fee is recognized as revenue at the
time of the Closing.  The Fixed Fee is
initially deferred and not recorded as revenue until earned.  To determine when the Fixed Fee is earned, we
apply the four criteria specified in Staff Accounting Bulletin 101, Revenue Recognition (“SAB 101”).  The reimbursement of Expenses is not
recognized as revenue, but is applied against the recorded receivable.

Comment No. 2

In addition it is unclear why you would
record an allowance for uncollectible development costs.  It would seem that you should record a
receivable related to the reimbursement of the costs incurred from the
franchisee as that is where the credit risk resides.  Please explain to us why you have not
recorded a franchisee receivable related to the reimbursement of expenses.

Registrant’s Response

As described above, assignment development
costs represent amounts due from Prospective Franchisees for Development
Services paid by Primrose to independent third-party vendors for services
rendered on behalf of Prospective Franchisees and are recorded as an asset on
our balance sheet.  Under the terms of
the Agreement, Prospective Franchisees are contractually obligated to reimburse
Primrose for these costs at the time of Closing.  Under certain circumstances, it is possible
that Primrose will not

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collect 100% of these costs.  For example, under the terms of the
Agreement, Prospective Franchisees are not guaranteed to be awarded a Primrose
School franchise facility.  The Agreement
may be terminated by Primrose if, among other things, the Prospective
Franchisees have an event of default or are unable to obtain construction and
permanent financing.  In these cases,
Primrose is contractually entitled to receive full reimbursement of all Expenses,
but may find it economically more advantageous to accept a lesser amount as
opposed to pursuing collection actions and/or legal remedies.  Accordingly, an allowance for uncollectible assignment
development costs is recorded through earnings to properly reflect assignment
development costs at estimated net realizable value.

In conclusion, the Company believes that its
current accounting treatment for Assignment Development Costs is
appropriate.  Further, we believe that
our current disclosure of Assignment Development Costs is appropriate.  We have included the disclosure provided in
our Form 10-K below for your reference.

   Assignment
Development Costs

Assignment development
costs are recoverable costs incurred on behalf of future franchisees that have
executed assignment agreements with Primrose for pre-development services, such
as site identification and the preparation for the construction of the school,
including applying for and obtaining all required building and zoning
permits.  These costs are reimbursed by
the franchisee upon the purchase of the property by the franchisee.  A reserve is established for potentially
uncollectible assignment development costs based on franchisee credit
evaluations, historical experience and other pertinent information.

Item 8. Financial Statements and
Supplementary Data - Note 6.  Goodwill
and Identified Intangible Assets, page 43

Comment No. 3

We note an increase in the goodwill balance
due to a purchase price adjustment of $364 thousand related to the 2002
acquisition of Barron Risk Management Services.
Please tell us how recording this adjustment to goodwill complies with
paragraphs 40-41 of SFAS 141.

Registrant’s Response

In connection with the acquisition of Barron
Risk Management Services (“Barron”) in 2002, a portion of the purchase price
was allocated to an identifiable intangible asset, “Customer Lists.”  As a result of the nature of the transaction,
the tax basis and the book basis of the Customer List were different, giving
rise to a deferred tax liability.  This
deferred tax liability was erroneously not recorded in purchase accounting.

Paragraphs 40 and 41 of SFAS 141 pertain to
the accounting for pre-acquisition contingencies, and paragraph 41 states that,
after the end of the allocation period, an adjustment that results from a
pre-acquisition contingency other than a loss carryforward shall be included in
the determination of net income in the period in which the adjustment is
determined.  Management concluded that
this adjustment did not arise from a pre-acquisition contingency, but rather
the adjustment arose due to an error in the 2002

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purchase price allocation.  Accordingly, management concluded that
paragraphs 40 and 41 of SFAS 141 were not applicable in this instance.

In determining the proper accounting
treatment for the adjustment, management referred to Accounting Principles Board
Opinion No. 20, Accounting Changes (“APB 20”),
which defines an error as a “mathematical mistake, mistake in the application
of accounting principles, or an oversight or misuse of facts that existed at
the time the financial statements were prepared.”  Based on this definition, management
concluded that the adjustment was made to correct for an oversight of facts
that existed at the time the 2002 financial statements were prepared.  APB 20 states that adjustments of previously
issued financial statements are required if there is a correction of an error
in the financial statements of a prior period.
In this case, the adjustment would have been to restate deferred tax
liability and goodwill recorded in the 2002 financial statements.

However, management concluded that the $364,000
adjustment was immaterial and that a restatement of 2002 financial statements
was, therefore, not required.  Because
goodwill is not amortized, there was no earnings impact in 2002 or subsequent
years from the erroneous under-statement of goodwill.  Further, we reviewed our goodwill impairment
analysis for the years ended December 31, 2002 and 2003 and concluded that had
the goodwill balance been restated in 2002, there would have been no change in
our original conclusion that goodwill was not impaired at December 31, 2002 and
2003.  Finally, the adjustment of
$364,000 represented only 0.3% of total assets of $116,635,000 at December 31,
2004.

Therefore, due to the minor impact on the
2004 balance sheet, the fact that there is no impact on prior year income from
continuing operations, and management’s assessment that the judgment of a
reasonable person relying upon the financial statements would not have been
changed or influenced by the inclusion or correction of this item, management
determined that a restatement of prior year financial statements was not
necessary and that disclosure of the adjustment was sufficient.

*                                                          *                                                              *                                                          *

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In connection with the above responses, the
Company acknowledges that:

•                  The Company is responsible
for the adequacy and accuracy of the disclosure in the filing;

•                  Staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to the filing; and

•                  The Company may not assert
staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

Please contact myself or Richard O’Connor at
(203) 625-0770 if you should require any additional information.

  Sincerely,

     /s/ William R. Schlueter

  William R. Schlueter

  Senior Vice President and
  Chief Financial Officer

  cc:

  Securities & Exchange
  Commission

  Dana Hartz

  Joseph Roesler

  Security Capital
  Corporation

  Brian Fitzgerald

  M. Paul Kelly

  Richard O’Connor

  Morgan, Lewis &
  Bockius

  Christopher Jensen

  George Yearsich

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