SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q


                  QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended:                                       Commission File Number:
  March 31, 1997                                                 2-95034LA
-----------------                                        -----------------------


              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
              ----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

            Arizona                                 85-0503193
-------------------------------           ---------------------------------
(State or other jurisdiction of           (IRS Employer Identification No.)
 incorporation or organization)


                        3839 North 3rd Street, Suite 108
                             Phoenix, Arizona 85012
            --------------------------------------------------------
            (Address of and zip code of principal executive offices)

                                 (602) 230-1655
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                           Yes  X         No
                               ---           ---
<PAGE>
              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
                         an Arizona Limited Partnership


                                     PART I

                              FINANCIAL INFORMATION
                              ---------------------

ITEM 1  FINANCIAL STATEMENTS                                            PAGE
------  --------------------                                            ----


Balance Sheets                                                            3

Statements of Operations                                                  4

Statements of Cash Flows                                                  5

Notes to Unaudited Financial Statements                                   6
<PAGE>
              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
                         an Arizona Limited Partnership

                                 BALANCE SHEETS
                                   (Unaudited)


                                                    March 31,      December 31,
                                                      1997            1996
                                                   -----------      -----------

ASSETS

Property
  Land                                             $ 1,139,828      $ 1,139,828
  Buildings                                          5,856,762        5,856,762
  Furniture and fixtures                                74,576           74,576
                                                   -----------      -----------
                                                     7,071,166        7,071,166
         Less accumulated depreciation              (2,098,667)      (2,049,667)
                                                   -----------      -----------
                                                     4,972,499        5,021,499

Cash and cash equivalents                              562,128          426,865
Other assets                                            13,183           13,183
                                                   -----------      -----------
                                                   $ 5,547,810      $ 5,461,547
                                                   ===========      ===========

LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                   $    78,944      $    84,851

Commitments (Note 3)

Partners' capital
  General partner                                       53,146           52,244
  Limited partners                                   5,415,720        5,324,452
                                                   -----------      -----------

                                                   $ 5,547,810      $ 5,461,547
                                                   ===========      ===========

                       See notes to financial statements.
<PAGE>
              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
                         an Arizona Limited Partnership

                            STATEMENTS OF OPERATIONS
                                   (unaudited)


                       For the Three Months      For the Years
                             Ended                  Ended
                        -------------------   -------------------

                       March 31,   March 31,  Dec. 31,  Dec. 31,
                         1997        1996       1996      1995
                        --------   --------   --------   --------

Income
  Rental                $275,574   $274,422  $1118,127  $1070,463
  Interest                 2,324        971      7,084     24,664
                        --------   --------   --------   --------
                         277,898    275,393   1125,211   1095,127
                        --------   --------   --------   --------

Expenses
  Property Operations    113,408     95,291    393,958    406,069
  Administration          23,320     35,306     84,114     87,566
  Amortization &
   Depreciation           49,000     49,388    196,585    197,365
  Interest                   -0-        -0-        -0-     86,987
                        --------   --------   --------   --------
                         185,728    179,985    674,657    777,987
                        --------   --------   --------   --------
Net Income (loss)       $ 92,170   $ 95,408   $450,554   $317,140
                        ========   ========   ========   ========

                       See notes to financial statements.
<PAGE>
              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
                         an Arizona Limited Partnership

                            STATEMENTS OF CASH FLOWS
                                   (unaudited)


                                             For the three months ended
                                          --------------------------------

                                          March 31, 1997    March 31, 1996
                                          --------------    --------------


CASH FLOWS FROM OPERATING ACTIVITIES
  Cash received from customers               $ 275,574        $ 274,422   
  Cash paid to suppliers                      (142,635)        (143,673)  
  Interest received                              2,324              971   
                                             ---------        ---------   
                                                                          
  Net cash provided by (used in)                                          
   operating activities                      $ 135,263        $ 131,720   
                                             ---------        ---------   
                                                                          
CASH FLOWS FROM INVESTING ACTIVITIES                                      
                                                                          
  Net cash provided by (used in)                                          
    Investing activities                     $    --          $    --     
                                             ---------        ---------   
                                                                          
CASH FLOWS FROM FINANCING ACTIVITIES                                      
  Distributions to partners                       --               --     
                                             ---------        ---------   
  Net cash used in financing activities           --               --     
                                             ---------        ---------   
                                                                          
 Increase (decrease) in cash                 $ 135,263        $ 131,720   
                                                                          
Cash and cash equivalents:                                                
  Beginning                                    426,865          156,104   
                                             ---------        ---------   
                                                                          
  Ending                                     $ 562,128        $ 287,824   
                                             ---------        ---------   
                                                                          
                                                                          
RECONCILIATION OF NET LOSS TO NET CASH                                    
 PROVIDED BY OPERATING ACTIVITIES:                                        
  Net income (loss)                          $  92,170        $  95,408   
  Adjustments to reconcile net loss to net                                
   cash provided by operating activities:                                 
   Depreciation and amortization                49,000           49,388   
   Increase (decrease) in accounts payable      (5,907)         (13,076)  
                                             ---------        ---------   
                                                                          
   Net cash provided by (used in)                                         
    operating activities                     $ 135,263        $ 131,720   
                                             =========        =========   

                       See notes to financial statements.
<PAGE>
              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
                         an Arizona Limited Partnership

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                 March 31, 1997



NOTE 1. Partnership Organization

      Armored Storage Income Investors Limited  Partnership ("the  Partnership")
      was  organized  under  the laws of the  State of  Arizona  pursuant  to an
      agreement of limited  partnership  filed December 4, 1984, for the purpose
      of  acquiring,  developing,  owning  and  operating  self-service  storage
      facilities.  The initial General Partners were Armored  Storage,  Inc., an
      Arizona  corporation (the "Managing  General Partner") and Armored Storage
      One Limited Partnership,  an Arizona Limited Partnership.  The Partnership
      commenced full activity on January 9, 1985.  During 1986, the  Partnership
      completed an offering of limited  partnership units wherein 15,000 limited
      partnership units were purchased by investors for $7,500,000.  In December
      1987  Armored  Storage,  Inc.,  withdrew  and Armored  Storage One Limited
      Partnership, became the "Managing General Partner."

NOTE 2.        Summary of Significant Accounting Policies

      Property and equipment:
               Property  and  equipment  is  stated  at  cost.  Depreciation  is
               computed   principally  by  the  straight-line  method  over  the
               following estimated useful lives:

                                                    Years
                                                    -----
               Buildings                              30
               Furniture and fixtures                  5

               Interest,  real estate taxes and other costs related  directly to
               properties   under   long-term    development    contracts   were
               capitalized.  Costs were not  capitalized  beyond net  realizable
               value.  Costs  related to  operating  properties  are expensed as
               incurred.

               Acquisition  fees are  allocated  to the  Partnership's  property
               based on the expected  total  capitalized  cost of the respective
               property.

               Development  fees are  allocated  to the  Partnership's  property
               based on the expected  total  capitalized  cost of the respective
               property.

      Loan acquisition costs:
               Loan  acquisition  costs which are  included in other  assets are
               amortized over the life of the note payable of 9 years.

      Rental income:
               The  Partnership  receives  rental  income from its  self-storage
               facilities. All rental agreements are for month-to-month tenancy.
               Rental  income is  recognized  on the accrual basis in accordance
               with generally accepted accounting principles.
<PAGE>
              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
                         an Arizona Limited Partnership

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                 March 31, 1997




NOTE 2.        Summary of Significant Accounting Policies, continued

      Income taxes:
               The  Partnership  does not record a provision  for income  taxes,
               since Federal and state income tax  regulations  provide that any
               taxes on income of a  Partnership  are payable by the partners as
               individuals.  The  Partnership's  tax returns are prepared on the
               accrual basis.

      Syndication fees:
               Syndication  fees are those expenses  incurred in the issuing and
               marketing of partnership interests. These expenses include broker
               and  registration  fees, legal fees, tax and accounting fees, and
               printing costs.  These fees are not amortizable and are presented
               as a reduction in partners' capital in the financial statements.

      Organization costs:
               Organization  costs which are included in other assets consist of
               legal  fees   incident  to  the  creation  of  the   Partnership,
               accounting fees for establishing an accounting  system and filing
               fees.  These costs are being  amortized  using the  straight-line
               method over 60 months.

      Cash and cash equivalents:
               For purposes of reporting cash flows,  the Partnership  considers
               all money market funds to be cash equivalents.

      Unaudited financial statements:
               The financial statement for the three months ended March 31, 1997
               are unaudited,  however, in management's opinion they include all
               adjustments  necessarily  for a fair  statement of the results of
               operations for such interim period. The interim period results of
               operations are not  necessarily  indicative of results for a full
               year.


NOTE 3. Commitments

               The Partnership has the following commitments:

               The Partnership  entered into agreements with QuestCor,  Inc., on
               November  1,  1989,  to  manage  the  Partnership's  self-storage
               facilities. The term of the agreements are for one year and shall
               be renewed  from year to year  unless,  and until,  either  party
               terminates  the  agreements.  The  agreements  provide  that  the
               manager shall receive,  as compensation  for services,  6% of the
               actual gross cash receipts.
<PAGE>
              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
                         an Arizona Limited Partnership

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                 March 31, 1997



NOTE 3         Commitments, continued
               The  Partnership  also entered into an agreement  with  QuestCor,
               Inc.  for  the  management  of  the   Partnership's   accounting,
               securities reporting, database and investor relations activities.
               The term of the  agreement  is for one year and shall be  renewed
               from year to year unless either party  terminates  the agreement.
               The  agreement  provides  for a flat fee of  $5,000  per month as
               compensation for administration services.

               The  Partnership  reimburses the General Partner for the costs of
               goods  and  materials  used  by  and  for  the   Partnership  and
               administrative   services  necessary  to  the  operation  of  the
               Partnership.
<PAGE>
              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
                         an Arizona Limited Partnership

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                 March 31, 1997


ITEM 2 MANAGEMENT'S DISCUSSIONS AND ANALYSIS
--------------------------------------------


Results of Operations

      The Partnership has three  operating  facilities,  two located in Phoenix,
Arizona, and one in Albuquerque,  New Mexico. The Partnership's three facilities
generated  an aggregate  gross  operating  revenue of $275,574  during the first
three months of 1997 compared to $274,422 during the first three months of 1996.
Rental income  increased at Bell Road but decreased at the other two  facilities
compared to the prior period.

      Occupancies  (based on number of available  units) at the three facilities
are summarized as follows:

                                     March 31, 1997           March 31, 1996
                                    ------------------       ---------------
                 Bell Road                87%                       83%
                 63rd Avenue              70%                       78%
                 Tramway                  78%                       85%

      Operational  expenses  through  March 31, 1997 were  $113,408  compared to
$95,291 for 1996.  Administrative  expenses  for 1997 were  $23,320  compared to
$35,306 for the  corresponding  period in 1996.  These  variances  are primarily
timing differences.



Liquidity and Capital Resources

      As of March 31,  1997,  the  Partnership  held  cash and cash  equivalents
totaling $562,128 as compared to $287,824 for the corresponding quarter of 1996.
<PAGE>
              ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
                         an Arizona Limited Partnership


                                     PART II

                                OTHER INFORMATION
                                -----------------


Item 1:        Legal Proceedings:
-------        ------------------

               Not applicable.

Item 2:        Changes in securities:
-------        ----------------------

               Not applicable.

Item 3:        Defaults Upon Senior Securities:
-------        --------------------------------

               Not applicable.

Item 4:        Submission of Matters to a Vote of Security Holders:
-------        ----------------------------------------------------

               Not applicable.

Item 5:        Other information:
-------        ------------------

               Not applicable.
<PAGE>
                                   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, thereunto duly authorized.


                          ARMORED STORAGE INCOME INVESTORS
                                  (Registrant)

                          By: Armored Management L.L.C.
                              Its General Partner


                          By: /s/ Dale D. Ulrich
                              --------------------------
                              Dale D. Ulrich

                          Its:  Member

                          Dated:  5/13/97
                                ------------------------