<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

             (X)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                   For the fiscal year ended December 31, 2000

           ( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                For the transition period from ________to________
                        Commission file number 001-12403

                             SUSA Partnership, L.P.
             (Exact name of registrant as specified in its charter)

                Tennessee                                62-1554135
     State or other jurisdiction of         (I.R.S. Employer Identification No.)
      incorporation or organization
       175 Toyota Plaza, Suite 700                          38103
               Memphis, TN                               (Zip Code)
(Address of principal executive offices)


       Registrant's telephone number, including area code: (901) 252-2000

          Securities registered pursuant to Section 12(b) of the Act:

      Title of each class             Name of each exchange on which registered
      -------------------             -----------------------------------------
    SUSA Partnership, L.P.                      New York Stock Exchange
 7.12% Notes Due November 2003
    SUSA Partnership, L.P.                      New York Stock Exchange
  8.2% Notes Due June 2017
    SUSA Partnership, L.P.                      New York Stock Exchange
 7.0% Notes Due December 2007
    SUSA Partnership, L.P.                      New York Stock Exchange
 7.5% Notes Due December 2027
    SUSA Partnership, L.P.                      New York Stock Exchange
   6.95% Notes Due July 2006
    SUSA Partnership, L.P.                      New York Stock Exchange
   7.45% Notes Due July 2018


        Securities registered pursuant to section 12(g) of the Act: None

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____

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will  not be  contained,  to the  best  of  this  registrant's  knowledge,  in a
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. ( )

The aggregate  market value of the partnership  units by  non-affiliates  of the
registrant  was  approximately  $111,439,881  as of January 31,  2001,  based on
3,369,818  units held by  non-affiliates  of the  registrant  and based upon the
closing  price of $33.07 for Storage  USA,  Inc.'s  common stock on the New York
Stock Exchange.

                                    3,369,818
(Number of units of limited partnership interest outstanding,  as of January 31,
2001)

                       DOCUMENTS INCORPORATED BY REFERENCE

Part III  incorporates  certain  information  by reference from the Storage USA,
Inc.  definitive  proxy  statement  to be filed with  respect to the 2001 Annual
Meeting of Shareholders.
<PAGE>

<TABLE>
                                             TABLE OF CONTENTS

Item         Description                                                                              Page
----         -----------                                                                              ----


                                                   PART I
<S> <C>
1.           Business                                                                                    3
2.           Properties                                                                                  8
3.           Legal Proceedings                                                                           9
4.           Submission of Matters to a Vote of Security Holders                                        10


                                                  PART II

5.           Market for the Registrant's Common Equity and Related Stockholder Matters                  10
6.           Selected Financial Data                                                                    11
7.           Management's Discussion and Analysis of Financial Condition and Results of                 11
             Operations
7A.          Quantitative and Qualitative Disclosure About Market Risk                                  21
8.           Financial Statements and Supplementary Data                                                21
9.           Changes and Disagreements with Accountants on Accounting and Financial                     21
             Disclosure


                                                  PART III

10.          Directors and Executive Officers of the Registrant                                         21
11.          Executive Compensation                                                                     21
12.          Security Ownership of Certain Beneficial Owners and Management                             22
13.          Certain Relationship and Related Transactions                                              22


                                                  PART IV

14.          Exhibits, Financial Statements Schedules and Reports on Form 8-K                           22
</TABLE>
<PAGE>

                                     PART I


Item 1.    Business

General

     SUSA Partnership,  L.P. (the "Company" and the "Partnership") was formed by
Storage USA, Inc. (the "GP"), general partner and holder of approximately 89% of
the interest therein, to acquire,  develop,  construct,  franchise,  and own and
operate self-storage  facilities throughout the United States. We are the second
largest  owner and  operator  of  self-storage  space in the United  States.  At
December 31, 2000, we owned 409 facilities  containing 27.6 million net rentable
square feet and managed 124  facilities  for others  (including  59  franchises)
containing an  additional  8.4 million net rentable  square feet.  Our owned and
managed facilities are located in 31 states and the District of Columbia. The GP
is structured as an umbrella partnership real estate investment trust,  commonly
referred  to as an  "UPREIT,"  in which  substantially  all of our  business  is
conducted through the Partnership.  Under this structure, we are able to acquire
self-storage  facilities in exchange for units of limited partnership  interest,
which permits the sellers to partially defer taxation of capital gains.
     In 1996, we formed  Storage USA Franchise Corp  ("Franchise"),  a Tennessee
corporation.  As of  December  31,  2000,  the  Partnership  owned  100%  of the
non-voting  common  stock of  Franchise,  and had a 97.5%  economic  interest in
Franchise.  The Partnership  accounted for Franchise under the equity method and
included  its  share of the  profit or loss of  Franchise  in Other  Income.  On
January 2, 2001, the Partnership acquired all of the outstanding voting stock of
Franchise.   Accordingly,   the  Partnership  will  consolidate   Franchise  for
accounting purposes beginning in 2001.

Business Strategy

     Our business  strategy  involves a balanced  combination of internal growth
generated  from our existing  portfolio and external  growth  generated from the
acquisition,  development and franchising of new properties. Our internal growth
strategy  is to  pursue  an  active  leasing  policy.  This  includes  marketing
available  space and  renewing  existing  leases at higher rents per square foot
while controlling expense growth. In pursuing opportunities to expand the number
of  facilities  in our system,  we  primarily  seek to add  facilities  in those
metropolitan  areas in which we operate.  We also selectively  enter new markets
that  have  desirable  characteristics  such  as  a  growing  population  and  a
concentration of multifamily  dwellings.  Our intention is to acquire or develop
facilities  that have strong retail  characteristics  and that are  attractively
designed.  By developing new facilitates,  we believe  long-term  returns can be
provided that could exceed  returns  achieved by acquired  facilities and we are
able  to  capitalize  on   unsaturated   markets  where   suitable   acquisition
opportunities  may be minimal  or  nonexistent.  These  locations  may,  in some
instances,  provide  long-term  returns  greater than those available in typical
suburban  markets.  We expect that our external growth strategy will continue to
focus on a  combination  of  on-balance  sheet and  joint  venture  activity  to
facilitate  the  acquisition of existing  facilities and the  development of new
properties.

Significant Developments During 2000

o        On May 8, 2000, we announced the formation of a strategic alliance with
         Access   Storage,   S.A.  and  Millers   Storage,   S.A.,  the  leading
         self-storage  operators  in  Europe  and  Australia,  respectively,  to
         provide  management  advisory  services.  As part of the agreement,  we
         received an option to purchase  convertible debt and also to acquire up
         to a 20% interest in these companies,  which are indirect affiliates of
         Security Capital Group  Incorporated.  These options were not exercised
         as of December 31, 2000.
o        Commencing May 1, 2000, we began  offering our customers  direct access
         to tenant  insurance,  which  insures  their  goods  against  described
         perils,  in all of our  facilities.  The net profits  from the premiums
         written  during  2000  accrued  to the  benefit of a  charitable  trust
         established by the Company.  The Real Estate  Investment Trust ("REIT")
         provisions of the Ticket to Work and Work Incentives Improvement Act of
         1999 (the "Act") became effective January 2, 2001, allowing income from
         "non-customary"  services for taxable REIT subsidiaries.  In accordance
         with this change in the law, profits from premiums  written  subsequent
         to 2000 will accrue to the benefit of a taxable REIT subsidiary  wholly
         owned by the  Partnership,  in this case  Storage  USA  Franchise  Corp
         ("Franchise").
o        On July 7, 2000,  the GP, the  Partnership  and Security  Capital Group
         Incorporated  ("Security Capital"),  the U.S. based advisor to Security
         Capital U.S Realty  ("U.S.  Realty"),  agreed that  Security  Capital's
         acquisition of the GP's common stock owned by U.S Realty would not be a
         "prohibited transfer" under the Strategic Alliance Agreement previously
         entered into by the Company and U.S Realty (see Strategic Alliance with
         Security Capital  discussion for further details) and that in the event
         of such  acquisition,  Security  Capital would be bound by the terms of
         the Strategic Alliance Agreement.  Security Capital agreed, among other
         things,  that  in the  event  of such an  acquisition,  the  standstill


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         provisions of the Strategic  Alliance  Agreement would be extended from
         June 5, 2003 to  December  4, 2004.  On  January  16,  2001,  SC Realty
         Corporation,  an indirect  wholly-owned  subsidiary of Security Capital
         acquired  all  shares of the GP's  common  stock that were owned by U.S
         Realty.

Strategic Alliance with Security Capital

     On March 19,  1996,  the GP and the  Partnership  entered  into a Strategic
Alliance  Agreement  with  Security  Capital US Realty ("US  Realty),  which was
subsequently  amended.  The Strategic  Alliance  Agreement,  among other things,
permits  US  Realty  to  purchase  up to 42.5% of the GP's  common  stock and to
participate in certain offerings of the GP's equity  securities.  At January 19,
2001,  US Realty owned 43.5% of the GP's common  stock.  The  incremental  1% of
ownership  above the agreed  limit is the  result of the GP's  stock  repurchase
plan, which reduced the total number of outstanding  shares by approximately 5%,
thereby increasing U.S. Realty's proportionate  ownership.  On January 16, 2001,
SC Realty Corporation,  an indirect wholly-owned  subsidiary of Security Capital
acquired  all shares of the GP's  common  stock  that were owned by U.S  Realty.
Under a July 7, 2000 letter agreement, the GP agreed to permit this transaction,
provided that  Security  Capital  agreed to be bound by the  Strategic  Alliance
Agreement  and that,  among other  things,  the  standstill  provisions  of that
agreement were extended from June 5, 2003 to December 4, 2004.
     The Strategic  Alliance  Agreement  places several  restrictions on the GP.
Pursuant to the Strategic Alliance  Agreement,  and until the first to occur of:
(A) December 4, 2004,  which can be extended;  and
(B) the first date following the date on which Security  Capital's  ownership of
the GP's  common  stock has been below 20% of the  outstanding  shares of common
stock for a continuous period of 180 days, we may not:

        o       incur total indebtedness in an amount exceeding 60% of the value
                of our total  assets  (which is deemed to be equal to the market
                value of our outstanding  equity (on a fully-diluted  basis at a
                price of $31.30 per  share)  and debt as of March 1, 1996,  plus
                the acquisition cost of properties  acquired after March 1, 1996
                (less any proceeds of property dispositions that are distributed
                to shareholders)),

        o       own real  property  other than  self-storage  facilities or land
                suitable for the  development of self-storage  facilities  whose
                value  exceeds  10% of the  aggregate  value of our real  estate
                assets at cost,

        o       terminate  the  GP's  eligibility  for  treatment  as a REIT for
                federal income tax purposes.

     Security  Capital is restricted  from acquiring more than 43.5% of the GP's
common  stock  without its consent.  Security  Capital is also  restricted  from
certain  other  activities  with respect to the GP including,  among  others,  a
restriction on selling the GP's common stock until December 4, 2004 (provided it
owns at least 20% of the GP's common  stock,)  except  pursuant to  transfers in
compliance  with Rule 144 of the 1933 Securities  Act,  transfers  pursuant to a
negotiated  transaction  with a third party that would not own more than 9.8% of
the outstanding  shares and transfers to its affiliates,  or to banks or similar
institutions  for purposes of securing a loan. These  restrictions  lapse if the
GP, among other things, defaults under the Strategic Alliance Agreement, another
investor  acquires more than 9.8% of the GP's outstanding  common stock or other
similar events occur.
     We  believe  that  these  limitations  are  generally  consistent  with our
operating  strategies and do not believe that they will materially  restrict our
operations  or have a material  adverse  effect on our  financial  condition  or
results of operations, though there can be no assurance that they will not do so
in the future.

Competition

     Competition from other  self-storage  facilities  exists in every market in
which our facilities are located.  We principally  face  competitors who seek to
attract tenants primarily on the basis of lower prices.  However,  we usually do
not seek to be the lowest price competitor.  Rather, based on the quality of our
facilities  and  our  customer  service-oriented  managers  and  amenities,  our
strategy is to lead particular markets in terms of prices.
     We monitor the  development of self-storage  facilities in our markets.  We
have facilities in several markets where we believe  overbuilding  has occurred,
including the following:
        o       Nashville,  TN (represents 2.4% of the Company's total portfolio
                square footage "sq. ft.")
        o       Las Vegas, NV (represents  2.1% of the Company's total portfolio
                sq. ft.)
        o       Albuquerque,   NM  (represents   1.6%  of  the  Company's  total
                portfolio sq. ft.)
        o       Atlanta,  GA (represents  1.5% of the Company's  total portfolio
                sq. ft.)
        o       West Palm Beach,  FL  (represents  0.9% of the  Company's  total
                portfolio sq. ft.)
        o       Salt Lake  City,  UT  (represents  0.4% of the  Company's  total
                portfolio sq. ft.)
     In  these  markets  we may  experience  a  minimal  reduction  in  Physical
Occupancy and less growth in rental rates than other markets. As a result of the
geographic diversity of our portfolio, we do not expect the potential for excess
supply in these markets to have a significant impact on our financial  condition
or results of operations.
     We are the second largest self-storage  operator,  with 36.3 million square
feet in 410 owned and 130 managed  (including  59  franchises)  facilities as of
February 20, 2001. There are three other  significant  publicly traded REITs and


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<PAGE>

numerous  private and regional  operators.  These other companies may be able to
accept more risk than we can prudently  manage.  This competition may reduce the
number of suitable  acquisition  opportunities  offered to us and  increase  the
price  required  to acquire  particular  facilities.  Further,  we believe  that
competition  could  increase from companies  organized with similar  objectives.
Nevertheless,  we  believe  that  the  operations,  development,  and  financial
experience   of  our   executive   officers   and   directors   along  with  our
customer-oriented  approach to  management  of  self-storage  facilities  should
enable us to compete effectively.

Inflation

     We do not believe that  inflation  has had or will have a direct  effect on
our  operations.  Substantially  all of the leases at our  facilities  allow for
monthly  rent  increases,  which  provide  us with the  opportunity  to  achieve
increases in rental income.

Seasonality

     Our  revenues  typically  have been higher in the third and fourth  quarter
primarily  because we increase our rental rates on most of our storage  units at
the beginning of May. This also occurs to a lesser extent  because  self-storage
facilities tend to experience greater occupancy during the late spring,  summer,
and early fall months due to greater  incidence of persons  moving  during those
periods.  Accordingly,  a greater  percentage of our  customers  come to us as a
result of moving. We believe that our tenant mix, rental structure,  and expense
structure provide adequate  protection  against undue fluctuations in cash flows
and net revenues during off-peak seasons.  Thus, we do not expect seasonality to
materially affect our results of operations.

Employees

     All persons  referred to as our employees are employees of the  Partnership
or our  subsidiaries  (e.g.  Franchise).  As of December 31,  2000,  we employed
approximately 2,017 employees, of whom approximately 306 were employed part-time
(fewer than 30 hours per week) on a regular  basis.  None of our  employees  are
covered by a collective bargaining agreement.  We believe our relations with our
employees are good.

Trademarks and Service Marks

     We  use  a  number  of  service  marks  including   "Storage  USA,"  "Total
Satisfaction  Guaranteed"  and  "PropertyMax."  The service  marks and copyright
registrations  associated with our business expire over various periods of time,
beginning in 2004. We intend to defend  vigorously  against  infringement of our
service marks and copyright registrations.

Governmental Regulation

     The conduct of the  self-storage  business is regulated by various  federal
and state laws,  both statutory and common law,  including those relating to the
form and  content  of  rental  agreements  for  individual  storage  spaces  and
requirements  relating to  collection  practices  and  imposition  of late fees.
Franchise is subject to certain  Federal and state laws,  regulating the sale of
franchises  and  other  practices  with  respect  to  the  franchisor/franchisee
relationship.  Taxation of Real Estate  Investment Trusts ("REIT") is subject to
governmental  regulation and  interpretation  of the Internal  Revenue Code. The
provisions  are discussed in greater  detail below in  "Qualification  as a Real
Estate Investment Trust." Development of self-storage  facilities is impacted by
governmental  authorities  at the local  level on  matters  such as land use and
zoning, which can restrict the availability of land for development. However, we
do not  believe  any of these  restrictions  will have a material  impact on the
Company.

Qualification as a Real Estate Investment Trust

     The GP  operates  and  intends to continue to operate so as to qualify as a
REIT under the federal  income tax laws.  Qualification  as a REIT  involves the
application  of highly  technical  and  complex  rules for which  there are only
limited  judicial or  administrative  interpretations.  There are no controlling
authorities  that deal  specifically  with many tax issues affecting a REIT that
operates self-storage  facilities.  The determination of various factual matters
and circumstances not entirely within the GP's control may affect its ability to
qualify as a REIT.
     New regulations,  administrative  interpretations  or court decisions could
adversely  affect the GP's  qualification  as a REIT or the  federal  income tax
consequences of such qualification.  If the GP were to fail to qualify as a REIT
in any taxable year, it would not be allowed a deduction  for  distributions  to
shareholders  in computing its taxable  income.  The GP also would be subject to
federal income tax (including  any  applicable  alternative  minimum tax) on its
taxable  income at regular  corporate  rates.  Unless  entitled to relief  under
certain Code  provisions,  the GP also would be disqualified  from taxation as a


                                       5
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REIT for the four taxable years  following  the year during which  qualification
was lost. As a result, the cash available for distribution to shareholders would
be reduced for each of the years involved.  Although the G currently  intends to
operate in a manner  designed to qualify as a REIT,  it is possible  that future
economic,  market,  legal,  tax or other  considerations  may cause the Board of
Directors,  with the  consent of a majority of the  shareholders,  to revoke the
REIT election.
     On December 17, 1999,  the Ticket to Work and Work  Incentives  Improvement
Act of 1999 (the  "Act") was signed  into law.  The Act  includes  several  REIT
provisions (the "REIT  Provisions").  The REIT Provisions were effective January
1, 2001 and overhaul the existing tax rules  applicable to taxable  subsidiaries
of REITs.  Under the REIT provisions,  the GP is allowed to own all of the stock
in taxable REIT subsidiaries  ("TRSs"). In addition, a TRS is allowed to perform
"non-customary" services to our tenants (i.e. those types of services that would
taint the rents from our tenants if provided by us).  The use of TRSs,  however,
are subject to restrictions, including the following:
        o       no more than 20% of the REIT's  assets may consist of securities
                of TRSs;
        o       the tax  deductibility  of interest  paid or accrued by a TRS to
                its affiliated REIT would be limited; and
        o       a  100%  excise  tax  would  be  imposed  on  non-arm's   length
                transactions between a TRS and its affiliated REIT or the REIT's
                tenants.
     The GP and the  Partnership  intend to restructure  ownership  interests in
current taxable subsidiaries and establish additional taxable subsidiaries where
it will benefit  them,  now that the Act is effective.  On January 2, 2001,  the
Company took its first action based upon the newly  implemented REIT provisions,
acquiring all of the outstanding voting stock of Franchise.
     A REIT,  which  complies with the Code and  distributes at least 90% of its
taxable income to its shareholders,  does not pay federal tax on its distributed
income ("90% REIT  distribution  test").  A REIT was required to  distribute  at
least 95% of its taxable income to its  shareholders  prior to the enactment and
subsequent   implementation  of  the  REIT  provisions  contained  in  the  Act.
Qualification as a REIT involves the application of highly technical and complex
rules   for  which   there  are  only   limited   judicial   or   administrative
interpretations.  The complexity of these rules is greater in the case of a REIT
that holds its assets in partnership form. Furthermore, there are no controlling
authorities  that deal  specifically  with many tax issues affecting a REIT that
operates self-storage  facilities.  Certain facts and circumstances not entirely
within our control may affect our ability to qualify as a REIT. In addition, new
regulations,  administrative  interpretations  or court  decisions  could have a
substantial adverse effect on our qualifications as a REIT or the federal income
tax  consequences.  If the GP were to fail to qualify as a REIT, it would not be
allowed a deduction for  distributions  to shareholders in computing its taxable
income.  In this case,  the GP would be subject to federal income tax (including
any  applicable  alternative  minimum  tax) on its  taxable  income  at  regular
corporate rates. Unless entitled to relief under certain Code provisions, the GP
also would be  disqualified  from treatment as a REIT for the four taxable years
following the year during which  qualification  was lost. As a result,  the cash
available  for  distribution  to  shareholders  would be reduced for each of the
years  involved.  Although  the GP  currently  intends  to  operate  in a manner
designed  to qualify as a REIT it is  possible  that  future  economic,  market,
legal, tax or other  considerations  may cause the Board of Directors,  with the
consent of a majority of the shareholders, to revoke the REIT election.

Environmental Matters

     We generally  obtain Phase 1 environmental  audits on all of our facilities
from various outside environmental engineering firms. The purpose of the Phase 1
audits is to identify potential sources of contamination at these facilities and
to assess the status of environmental regulatory compliance.  The Phase 1 audits
include the following:
        o       historical reviews of the facilities;
        o       reviews of certain public records;
        o       preliminary   investigations   of  the  sites  and   surrounding
                properties;
        o       visual inspection for the presence of asbestos;
        o       PCBs and underground storage tanks; and
        o       the preparation and issuance of a written report.
     A Phase 1 audit does not include invasive procedures, such as soil sampling
or ground water analysis.  In certain  instances we obtain Phase 2 environmental
audits or  procedures in order to determine  (using  invasive  testing)  whether
potential  sources of contamination  indicated in Phase 1 audits actually exist.
While some of the  self-storage  facilities we have acquired  have, in the past,
been the  subject of  environmental  remediation  or  underground  storage  tank
removal,  we  are  not  aware  of  any  contamination  of  facilities  requiring
remediation  under  current law. We will not take  ownership of any  acquisition
facility prior to completing a satisfactory  environmental review and inspection
procedure. However, no assurance can be given that the Phase 1 and 2 audits have
identified or will identify all  significant  environmental  problems or that no
additional environmental liabilities exist.
     Under various federal,  state and local laws and  regulations,  an owner or
operator of real estate may be liable for the costs of removal or remediation of
certain hazardous or toxic substances on properties. Such laws often impose such
liability  without regard to whether the owner caused or knew of the presence of
hazardous or toxic  substances and whether or not the storage of such substances
was in violation of a tenant's  lease.  Furthermore,  the cost of remediation or


                                       6
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removal  of  such  substances  may be  substantial,  and  the  presence  of such
substances, or the failure to promptly remediate such substances,  may adversely
affect the owner's ability to sell such real estate or to borrow using such real
estate as  collateral.  In  connection  with the  ownership and operation of our
facilities, we may become liable for such costs.
     The  environmental  audit  reports  received  by us have not  revealed  any
environmental  liability that we believe would have a material adverse effect on
our business,  assets or results of operations. We are not aware of any existing
conditions  that  currently  would be  considered  an  environmental  liability.
Nevertheless,  it is possible  that these  reports do not or will not reveal all
environmental  liabilities or that there are material environmental  liabilities
of which we are unaware.  Moreover,  no assurances  can be given  concerning the
following:
        o       that future laws,  ordinances or regulations will not impose any
                material environmental liability;
        o       that the current environmental  condition of the facilities will
                not be  affected  by the  condition  of  the  properties  in the
                vicinity  of the  facilities  (such as the  presence  of leaking
                underground storage tanks); or
        o       that  tenants  will not  violate  their  leases  by  introducing
                hazardous or toxic  substances  into our  facilities.  We may be
                potentially  liable  as  owner  of the  facility  for  hazardous
                materials  stored in units in  violation  of a  tenant's  lease,
                although  to date we  believe  we have  not  incurred  any  such
                liability.
     We believe that the facilities  are in compliance in all material  respects
with  all  applicable  federal,  state  and  local  ordinances  and  regulations
regarding hazardous or toxic substances and other environmental matters. We have
not been notified by any governmental  authority of any material  noncompliance,
liability  or  claim  relating  to  hazardous  or  toxic   substances  or  other
environmental  substances  in  connection  with  any of our  present  or  former
properties.

Executive Officers of the Registrant

     The following information relates to our executive officers:

<TABLE>
Name and Age                              Positions and Offices Held and Principal Occupations or Employment
                                                                  During Past 5 Years
<S>                                      <C>
Dean Jernigan (55)                       Director since 1999, a Director of Thomas & Betts, Inc., Chairman,
                                         President and Chief Executive Officer since 1984.

Christopher P. Marr (36)                 Chief Financial Officer since August, 1998.  Senior Vice President, Finance
                                         and Accounting July 1997 to August 1998. Vice President, Financial
                                         Reporting and Controller, Storage USA, Inc., August 1994 to July 1997.
                                         Senior Manager, Coopers and Lybrand, January 1994 to August 1994.

Karl T. Haas (49)                        Executive Vice President, Operations since March 1994.

John W. McConomy (51)                    Executive Vice President, General Counsel and Secretary since August 1998.
                                         Vice President and Associate General Counsel, Harrah's Entertainment, Inc.,
                                         February 1996 to August 1998. Associate General Counsel, Harrah's
                                         Entertainment, Inc. 1991-1996.

Francis C. Brown, III (37)               Senior Vice President, E-Commerce since February 2000. Senior Vice
                                         President, Human Resources February 1998 to January 2000. Vice President,
                                         Human Resources, AutoZone, Inc. December 1993 to February 1998. Director,
                                         Communications, AutoZone, Inc. July 1991 to December 1993.

Richard B. Stern (49)                    Senior Vice President, Development and Construction since September 1999.
                                         Senior Vice President, Development from June 1996 to August 1999. Vice
                                         President/Senior Portfolio Manager, Kemper Corporation , October 1992 to
                                         January 1996.

Bruce F. Taub (43)                       Senior  Vice  President,   Acquisitions  as  of  March  2000.   Senior  Vice
                                         President, Capital Markets from January 2000 to March 2000. Senior Vice
                                         President and General Counsel,  Storage USA Franchise Corp.,  September 1998
                                         to December 1999. Partner, Shapiro and Olander, January 1991 to August 1998.
</TABLE>




                                       7
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>

Mark E. Yale (35)                        Senior Vice President, Financial Reporting since July 1999. Vice President,
                                         Financial Reporting August 1998 through June 1999. Senior Audit Manager,
                                         PricewaterhouseCoopers LLP, January 1994 to July 1998.
</TABLE>


Item 2.    Properties

     The following are  definitions of terms used  throughout this discussion of
our properties:
        o       "Physical  occupancy"  is the total  net  rentable  square  feet
                rented as of the date divided by the total net  rentable  square
                feet available.
        o       "Economic  occupancy"  is  determined  by dividing  the expected
                income by the gross potential income.
        o       "Gross  potential  income" is the sum of all units  available to
                rent  at  a  facility  multiplied  by  the  market  rental  rate
                applicable to those units as of the date computed.
        o       "Expected  income" is the sum of the monthly rent being  charged
                for the rented units at a facility as of the date computed.
        o       "Rent Per  Square  Foot" is the  annualized  result of  dividing
                gross potential  income on the date by total net rentable square
                feet.
        o       "Direct Property Operating Cost" means the costs incurred in the
                operation of a facility,  such as utilities,  real estate taxes,
                and on-site  personnel.  Costs incurred in the management of all
                facilities,  such as accounting  personnel and management  level
                operations personnel are excluded.

Self-Storage Facilities

     Our  self-storage  facilities  offer customers  fully enclosed  units.  The
customer  furnishes his/her own lock,  therefore each unit is controlled only by
that  customer.  The average size of a  Company-owned  facility is 67,500 square
feet and contains an average of 666 units.  At December  31,  2000,  the average
rent per square foot for our owned  facilities  was $12.41.  The average  direct
expense per square foot for a Company  owned  facility  is $2.00.  According  to
Self-Storage  Almanac  - 2001,  the  typical  customer  base for a  self-storage
facility is 72%  residential,  19% commercial,  5% students and 4% military.  At
December 31, 2000, the average  occupancy of the 409 facilities  owned by us was
82% physical and 75% economic.
     Our self-storage facilities are located near major business and residential
areas,  and  generally  are  clearly  visible and easily  accessible  from major
traffic arteries. Computer-controlled access gates, door alarm systems and video
cameras,  generally protect them. These facilities are typically  constructed of
one-story masonry or tilt-up concrete walls, with an individual roll-up door for
each  storage  space  and  with   removable   steel  interior  walls  to  permit
reconfiguration  and to protect items from damage.  Sites have wide drive aisles
to accommodate  most vehicles.  At most of the  facilities,  a property  manager
lives in an apartment  located on site.  Climate-controlled  space is offered in
many  facilities  for storing  items that are  sensitive to extreme  humidity or
temperature.  Some of the  facilities  provide  paved,  secure storage areas for
recreational  vehicles,  boat and commercial vehicles.  The facilities generally
contain  400 to 1,000  units  varying  in size from 25 to 400 square  feet.  The
majority of our tenants are individuals,  ranging from high-income homeowners to
college  students  to lower  income  renters,  who  typically  store  furniture,
appliances and other household and personal items.  Commercial  users range from
sales  representatives  and distributors  storing  inventory to small businesses
that  typically  store  equipment,  records and seasonal  items.  The facilities
generally  have a  diverse  tenant  base of 500 to 600  tenants,  with no single
tenant occupying more than one to two percent of the net rentable square feet of
a facility.

Capital Expenditures and Maintenance

     Due to the type of simple  structures  and durable  materials  used for the
facilities,  property  maintenance  is minimal  compared  to other types of real
estate  investments.  The majority of our facilities are one story,  with either
tilt-up  concrete or masonry  load-bearing  walls,  easily moved steel  interior
walls, and metal roofs.  Typical capital  expenditures include replacing asphalt
roofs,  gates,  air  conditioning  equipment and elevators (as  contrasted  with
expense items such as repairing asphalt,  repairing a door,  pointing up masonry
walls, painting trim and facades,  repairing a fence,  maintaining  landscaping,
and repairing damage caused by tenant  vehicles).  Maintenance  within a storage
unit between leasing typically  consists of sweeping out the unit and changing a
light  bulb.  Maintenance  is the  responsibility  of the  facility  manager who
resides in the apartment located at most of the facilities.


                                       8
<PAGE>

<TABLE>
Markets

     The following  table provides  summarized  information  regarding our owned
facilities,  including stabilized and non-stabilized  properties, as of December
31, 2000.
<CAPTION>
                            Number of        Available          Available     Physical       Rent per     Economic
State                      Properties            Units        Square Feet    Occupancy    Square Foot    Occupancy
-------------------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>            <C>            <C>            <C>          <C>
Alabama                             2              826            104,975        79.2%          $9.40        76.0%
Arizona                            18           11,412          1,100,512        77.4%         $10.47        70.9%
California                         75           55,963          5,555,815        89.2%         $13.04        80.3%
Colorado                            3            1,999            223,426        76.8%         $10.25        70.1%
Connecticut                         7            4,807            542,599        89.4%         $13.56        81.7%
Florida                            31           25,108          2,294,723        79.6%         $13.75        72.6%
Georgia                             6            3,759            438,108        73.3%          $9.31        65.5%
Illinois                            1              516             46,120        79.2%         $16.67        70.8%
Indiana                            19            8,413            981,844        77.9%          $7.87        69.3%
Kansas                              1              399             47,550        80.2%          $8.83        71.3%
Kentucky                            5            2,694            324,703        76.3%          $8.20        67.6%
Massachusetts                      13            7,209            831,560        81.3%         $12.76        72.3%
Maryland                           17           13,269          1,238,022        80.2%         $16.51        73.9%
Michigan                           14            7,934            907,797        88.4%         $11.12        80.0%
Missouri                            1              539             61,855        74.9%          $8.25        70.2%
North Carolina                      7            4,094            461,109        76.3%          $7.95        65.3%
New Jersey                         18           12,471          1,219,530        84.7%         $16.46        77.9%
New Mexico                         10            5,073            551,057        76.3%          $9.19        69.3%
Nevada                             11            6,893            761,112        77.1%          $9.68        70.4%
New York                           23           26,095          1,549,106        84.8%         $23.26        77.5%
Ohio                               25           11,152          1,524,255        76.8%          $7.95        70.2%
Oklahoma                           14            7,402            891,476        83.0%          $6.82        78.1%
Oregon                              3            2,132            203,055        83.1%         $11.91        79.3%
Pennsylvania                        9            6,636            612,074        87.3%         $13.84        80.5%
Tennessee                          37           20,531          2,481,267        73.8%          $9.44        65.7%
Texas                              21           13,011          1,472,859        83.4%         $10.50        77.2%
Utah                                2              996            136,985        83.2%          $8.12        76.3%
Virginia                           14            9,553            929,987        79.9%         $17.57        70.8%
Washington                          2            1,338            130,050        74.0%         $12.86        65.7%
                   ------------------------------------------------------------------------------------------------
                                  409          272,224         27,623,531        81.9%         $12.41        75.0%
                   ================================================================================================
</TABLE>

Item 3.    Legal Proceedings.

     Actions for negligence or other tort claims occur routinely in the ordinary
course of our business,  but none of these proceedings involves a material claim
for damages (in excess of applicable excess umbrella insurance coverages). We do
not  anticipate  that any amounts which we may be required to pay as a result of
an adverse  determination of such routine legal proceedings,  individually or in
the  aggregate,  or any other  relief  granted  by reason  thereof,  will have a
material adverse effect on our financial position or results of operation.
     On July 22, 1999, a purported  statewide class action was filed against the
GP and Partnership in the Circuit Court of Montgomery  County,  Maryland,  under
the style Ralph Grunewald v. Storage USA, Inc. and SUSA Partnership,  L.P., case
no.  201546V,  seeking  recovery  of certain  late fees paid by  tenants  and an
injunction  against  further  assessment  of similar  fees.  The Company filed a
responsive   pleading  on  September  17,  1999,  setting  out  its  answer  and
affirmative defenses. The Company believes that it has defenses to the claims in
the suit and intends to vigorously  defend it. The Plaintiff  filed a Motion for
Partial  Summary  Judgment  and a Motion  for Class  Certification,  but  before
Storage USA was required to respond to these motions,  the case was stayed until
June 2001.  The stay was entered in part because of a new statute  passed by the
Maryland  legislature  relating  to late  fees.  The  constitutionality  of that
statute  has been  challenged  in an  unrelated  litigation  not  involving  the
Company.
     On November 15, 1999, a purported nationwide class action was filed against
the GP and  Partnership  in the Supreme  Court of the State of New York,  Ulster
County,  under the style West 125th Street  Associates,  L.L.C.  v. Storage USA,
Inc.  and SUSA  Partnership,  L.P.,  case no 99-3278,  seeking  the  recovery of
certain late and  administrative  fees paid by tenants and an injunction against
similar fees.  The Company  filed a responsive  pleading on January 28, 2000 and
the case was transferred to New York County, case no. 401589/00. On July 6, 2000
the Plaintiff filed an Amended  Complaint and a Motion for Class  Certification.
On February 6, 2001,  the New York Supreme  Court,  in an oral ruling by Justice
Gammerman, declined to certify either a New York or nationwide class. The ruling
may be appealed by the plaintiffs.


                                       9
<PAGE>

     While the ultimate  resolution  of the two cases  discussed  above will not
have a material adverse effect on the Company's  financial  position,  if during
any period the  potential  contingency  should become  probable,  the results of
operations in such period could be materially affected.
     On March 28, 2000,  separate actions (now  consolidated)  were commenced in
the Supreme Court of the State of New York, New York County,  styled SMB Hochman
Partners,  et al. v. Goldman,  et al., Index No. 601346/00 and Kramer, et al. v.
Goldman, et al., Index No. 601347/00,  by certain limited partnerships and their
limited  partners  relating  to the  sale  to  the  Partnership  of two  storage
facilities  located in Westchester  County,  New York. The  consolidated  action
alleges  fraud and  breach of  fiduciary  duty by the  general  partners  of the
limited  partnerships  in connection  with their  negotiation of the sale of the
facilities on behalf of the limited  partnerships.  It further  alleges that the
REIT and the  Partnership  aided and abetted the breach of fiduciary  duty.  The
consolidated  action seeks unspecified  compensatory  damages and $25 million in
punitive  damages.  On March 19, 2001,  all parties to the  consolidated  action
released the Company and the GP from any liability  and the actions  against the
Company and the GP have been dismissed with prejudice.


Item 4.    Submission of Matters to a Vote of Security Holders.

     No matters  were  submitted to a vote of the GP's  shareholders  during the
fourth quarter of our fiscal year ended December 31, 2000.



                                     PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters.

     No established  public trading market exists for the Units.  At January 31,
2001,  there were 76 limited  partners and 3,369,818 Units  outstanding  held by
such limited partners. During 2000, the Partnership made the following quarterly
cash  distributions  per Unit: $0.69 in the First Quarter;  $ 0.69 in the Second
Quarter; $ 0.69 in the Third Quarter; and $ 0.69 in the Fourth Quarter.
     The table below sets forth all  issuances of Units made by the  Partnership
to persons other than the GP during the year ended  December 31, 2000. All Units
were issued in exchange for interests in self-storage facilities acquired by the
Partnership.  The offerings  were exempt from  registration  pursuant to Section
4(2) and Regulation D under the  Securities  Act of 1933, as amended  (investors
are required to establish  their status as accredited  investors  pursuant to an
investor questionnaire):

     Date of                             Units             Price
     Issuance                           Issued          Per Unit
     ------------------------------------------------------------

     July 10, 2000                       5,704           $ 35.63
     September 25, 2000                 34,070           $ 29.35
     ------------------------------------------------------------

     The Units may be redeemed for cash, or at the GP's option,  common stock of
the GP commencing one year after the issuance of the Units,  as described in the
Company's partnership agreement.


                                       10
<PAGE>

Item 6.    Selected Financial Data.

     The following  schedule sets forth selected  financial  information of SUSA
Partnership,   L.P.  This  information   should  be  read  in  conjunction  with
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations," and with the Consolidated Financial Statements and Notes thereto in
this report.
<TABLE>
<CAPTION>
For the Years Ended                                             2000          1999           1998            1997           1996
---------------------------------------------------------------------------------------------------------------------------------
(Amounts in thousands, except share and per share data)
<S>                                                        <C>           <C>            <C>             <C>            <C>
Operating revenues                                         $ 264,508     $ 251,211      $ 221,714       $ 160,570      $ 107,309
Operating expenses                                           144,467       131,994        116,098          78,796         53,672
---------------------------------------------------------------------------------------------------------------------------------
Income from property operations                            $ 120,041     $ 119,217      $ 105,616        $ 81,774       $ 53,637
---------------------------------------------------------------------------------------------------------------------------------
Interest expense, net                                      $ (45,237)    $ (41,297)     $ (36,579)       $(16,028)      $ (7,557)
---------------------------------------------------------------------------------------------------------------------------------
Income before minority interest and gain
on exchange                                                   74,804        77,920         69,037          65,746         46,080
Gain/(loss) on exchange of self-storage
facilities                                                     1,175           181           (284)          2,569            288
Minority interest                                                (80)          (41)           (52)           (381)          (157)
Distributions to preferred unitholders                        (5,769)       (5,769)          (769)              -              -
---------------------------------------------------------------------------------------------------------------------------------
Net income attributable to common unitholders              $  70,130      $ 72,291       $ 67,932        $ 67,934       $ 46,211
---------------------------------------------------------------------------------------------------------------------------------
Basic net income per common unit                            $   2.27       $  2.29        $  2.18         $  2.33        $  2.09
---------------------------------------------------------------------------------------------------------------------------------
Diluted net income per common unit                          $   2.26       $  2.28        $  2.17         $  2.31        $  2.07
---------------------------------------------------------------------------------------------------------------------------------
Distributions per common unit                               $   2.76       $  2.68        $  2.56         $  2.40        $  2.25
---------------------------------------------------------------------------------------------------------------------------------
Funds from operations (FFO)                                $ 106,262     $ 104,828       $ 96,325        $ 84,148       $ 57,941
---------------------------------------------------------------------------------------------------------------------------------
Cash flows provided by/(used in):
Operating activities                                       $ 115,625     $ 100,060       $107,156        $ 72,157       $ 59,758
Investing activities                                         (43,462)      (29,660)      (345,278)       (362,888)      (276,880)
Financing activities                                         (68,817)      (71,059)       239,571         290,291        215,669
---------------------------------------------------------------------------------------------------------------------------------
As of December 31:
Total assets                                             $ 1,766,770    $1,754,919     $1,705,627     $ 1,259,682       $845,307
Total debt                                                   873,982       818,116        797,124         474,609        198,454
Partners' capital                                            691,110       736,470        736,843         651,323        560,350
---------------------------------------------------------------------------------------------------------------------------------
Units outstanding                                         30,438,913    31,521,025     31,469,919      30,463,425     26,626,824
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Item 7.    Management's Discussion and Analysis of Financial Condition and
           Results of Operation.

     The  following  discussion  and  analysis  of  the  consolidated  financial
condition  and  results  of   operations   should  be  read  together  with  the
Consolidated  Financial Statements and Notes thereto.  References to "we," "our"
or  "the  Company"  refer  to  SUSA  Partnership,   L.P.,  ("the  Partnership").
References to the GP refer to Storage USA, Inc.,  general  partner and holder of
approximately 89% of the interest in the Partnership.
     The following are definitions of terms used throughout this discussion that
will be helpful in understanding our business.
o       Physical Occupancy means the total net rentable square feet rented as of
        the date (or  period if  indicated)  divided  by the total net  rentable
        square feet available.
o       Scheduled  Rent Per Square Foot means the average market rate per square
        foot of rentable space.
o       Net Rental Income means income from self-storage rentals less discounts.
o       Realized  Rent Per Square Foot means the  annualized  result of dividing
        Net Rental Income by total square feet rented.
o       Direct Property Operating Cost means the costs incurred in the operation
        of a  facility,  such as  utilities,  real  estate  taxes,  and  on-site
        personnel.  Costs incurred in the management of all facilities,  such as
        accounting  personnel  and  management  level  operations  personnel are
        excluded.
o       Net Operating  Income ("NOI") means total property  revenues less Direct
        Property Operating Costs.
o       Annual  Capitalization  Rate ("Cap Rate")/ Yield means NOI of a facility
        divided by the total capitalized costs of the facility.


                                       11
<PAGE>

o       Funds from operations  ("FFO") means net income,  computed in accordance
        with generally accepted accounting principles ("GAAP"),  excluding gains
        (losses) from sales of property, plus depreciation and amortization of
        revenue-producing property, and after adjustments for unconsolidated
        partnerships and joint ventures.
o       Same-Store  Facilities  includes  all  facilities  that we owned for the
        entire period of both  comparison  periods.  Development  properties and
        expansions are removed from these groups to avoid skewing the results.

Overview
     SUSA  Partnership,  L.P.  is one of the  largest  owners and  operators  of
self-storage   space  in  the  United  States.   We  are  a  fully   integrated,
self-administered and self-managed real estate investment trust, and are engaged
in the management,  acquisition,  development,  construction  and franchising of
self-storage  facilities.  We are  structured  as an umbrella  partnership  real
estate  investment  trust,  commonly  referred  to  as  an  "UPREIT,"  in  which
substantially  all of our business is conducted  through the Partnership.  As of
December 31, 2000, we owned,  managed and franchised  533 facilities  containing
36.0 million square feet in 31 states and the District of Columbia.

Internal Growth
     During  2000,  we  continued  to pursue our  internal  growth  strategy  of
aggressively  marketing  available space and renewing  existing leases at higher
rents per square foot, while controlling expense growth. We also reevaluated the
amounts we charge our customers and implemented a revised late fee policy, which
reduced our late fees, all as noted in our 1999 annual  report.  We believe that
our internal  growth can best be  evaluated  by  examining  the "year over year"
results of our  same-store  facilities,  excluding  the impact on revenue of our
change  in late fee  policy.  When  excluding  the  impact  of late  fees,  this
comparison  yields revenue  growth of 5.7% from 1999 to 2000,  expense growth of
4.4% and overall NOI growth of 6.3% for the year.
     The following table details selected same-store  statistics  comparing 2000
results to 1999 results at the end of each quarter:
<TABLE>
<CAPTION>
                                                                     Scheduled    Scheduled
                   Number of  Same-store  Same-store   Same-store     Rent Per     Rent Per   % Increase    Physical    Physical
Quarter/Year      Same-store     Revenue     Expense        NOI %  Square Foot  Square Foot  in Rent Per   Occupancy   Occupancy
Ended             Facilities     Growth*      Growth      Growth*         2000         1999  Square Foot        2000        1999
---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>        <C>         <C>          <C>        <C>          <C>            <C>          <C>         <C>
March 31                 329        4.6%        1.0%         6.2%       $11.87       $11.24         5.6%         84%         86%
June 30                  330        5.5%        3.3%         6.5%       $11.82       $11.28         4.8%         86%         87%
September 30             345        6.4%        6.2%         6.5%       $12.06       $11.41         5.7%         87%         88%
December 31              355        6.9%        6.2%         7.2%       $12.21       $11.72         4.2%         85%         86%
Year: 2000               326        5.7%        4.4%         6.3%       $11.97       $11.39         5.1%         86%         86%
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* excludes late fees.

     The  total  impact  of our  change  in late  fee  policy  in  2000  for our
same-store  facilities  was a $5.2 million  reduction in revenue from 1999, or a
42.6% decrease. Inclusion of the late fee reduction outlined above produces 1.2%
NOI growth for the first quarter of 2000, 1.9% for the second quarter,  1.6% for
the third quarter, 3.8% for the fourth quarter, and 2.3% for the entire year.
     The following table details selected same-store  statistics  comparing 1999
results to 1998 results at the end of each quarter:
<TABLE>
<CAPTION>
                                                                     Scheduled    Scheduled
                   Number of  Same-store  Same-store   Same-store     Rent Per     Rent Per   % Increase    Physical    Physical
Quarter/Year      Same-store     Revenue     Expense        NOI %  Square Foot  Square Foot  in Rent Per   Occupancy   Occupancy
Ended             Facilities      Growth      Growth       Growth         1999         1998  Square Foot        1999        1998
---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>        <C>         <C>          <C>        <C>          <C>            <C>          <C>         <C>
March 31                 318        6.3%        0.7%         8.9%       $10.83       $10.18         6.4%         86%         86%
June 30                  298        5.3%       (1.9%)        8.2%       $10.87       $10.20         6.6%         87%         87%
September 30             312        5.5%       (3.4%)        9.1%       $11.06       $10.41         6.2%         88%         89%
December 31              321        4.6%       (1.7%)        7.2%       $11.32       $10.69         5.9%         86%         87%
Year: 1999               271        5.3%       (1.1%)        8.0%       $10.93       $10.28         6.3%         87%         87%
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       12
<PAGE>

     The following  table displays the  same-store  results for fiscal year 2000
for our 10 largest same-store markets as measured by NOI. Same-store  properties
for fiscal year 2000 include all properties  that we have owned since January 1,
1999.  Again,  the  impact  of late  fees on  revenue  has been  eliminated  for
comparison purposes.
<TABLE>
<CAPTION>
                            Number of % of Total Same-store Same-store Same-store % Change in % Change in % Change in   Physical
                           Same-store Same-store    Revenue    Expense      NOI %  Net Rental Actual Rent    Occupied  Occupancy
Market*                    Facilities        NOI   Growth**     Growth   Growth**      Income Per Sq Foot Square Feet       2000
---------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>     <C>        <C>         <C>       <C>          <C>         <C>       <C>         <C>
S. California/Los Angeles          46      18.5%      10.2%       2.7%      13.1%        9.6%        9.9%      (0.3%)      89.8%
New York/North New Jersey          25      15.1%       7.0%       0.0%      10.0%        7.0%        7.1%      (0.1%)      88.3%
Baltimore/Washington               19       9.5%       4.8%       8.5%       3.8%        5.0%        6.2%      (1.2%)      90.9%
S. Florida                         15       6.5%       7.8%      10.8%       6.5%        7.2%        6.0%       1.1%       80.8%
Pennsylvania/Philadelphia          14       4.0%       5.0%       1.7%       6.4%        4.1%        5.7%      (1.5%)      89.2%
N. California                       8       3.2%       4.8%       4.1%       4.9%        4.2%        5.7%      (1.4%)      89.2%
Michigan                           11       3.1%       9.6%      (1.1%      16.0%        9.0%        8.0%       0.9%       90.5%
Arizona/Phoenix                    14       3.0%       2.8%      11.9%      (1.2%)       3.2%        5.8%      (2.5%)      81.0%
Texas/Dallas                       10       3.0%       5.2%      15.3%       0.5%        5.2%        4.8%       0.3%       87.4%
S. California/San Diego             6       2.7%       8.6%       1.6%      10.7%        8.6%        9.8%      (1.1%)      90.6%
All same-store facilities         326     100.0%       5.7%       4.4%       6.3%        5.4%        6.3%      (0.8%)      85.5%
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*These 10 markets cover 68.6% of the same-store NOI.
**Same-store revenue and NOI growth excludes late fees

External Growth
     Our  external  growth  strategy  continues  to  focus on a  combination  of
on-balance  sheet and joint venture  activity to facilitate  the  acquisition of
existing facilities and the development of new properties.

     On-Balance Sheet
     Within SUSA  Partnership,  L.P., we acquired five  facilities in 2000, at a
cost of  approximately  $25  million.  Three  of the  facilities  acquired  were
formerly franchised properties located in Memphis, Tennessee,  Queens, New York,
and  Tampa,  Florida.  The New York  property  was  subsequently  sold to the GE
Acquisition Venture. The other two facilities acquired were from unrelated third
parties,  and  are  located  in  Denver,  Colorado  and  Chicago,  Illinois.  We
anticipate limited acquisition activity within the Company in 2001.
     The following table  summarizes the number of facilities  acquired in 2000,
1999 and 1998, the cost, net rentable square feet and the weighted  average cost
of acquisitions.
<TABLE>
<CAPTION>
                                             Number of                Net Rentable       Weighted
Year Acquired                               Facilities   Total Cost    Square Feet   Average Cost
--------------------------------------------------------------------------------------------------
(in thousands, except for number of facilities)
<S>                                                  <C>    <C>               <C>         <C>
2000                                                 5      $25,000           321         $12,000
1999                                                16      $91,000         1,168         $36,000
1998                                                59     $283,000         3,825        $144,000
--------------------------------------------------------------------------------------------------
</TABLE>

     We calculate  weighted average cost based on the duration of time for which
the acquired  facilities  were owned during the year. The weighted  average cost
reflects  the  dollar  amount of  acquisitions  that will  impact our net income
during the year of acquisition.
     From a development  and expansion  perspective,  we opened 4 new facilities
and  expanded an  additional 7 within the REIT during the year.  Investments  in
development  and expansion  projects  totaled $27.8 million during the year. The
following  table lists the newly developed  properties  opened in 2000, 1999 and
1998 and provides data relevant to their operating performance.
<TABLE>
<CAPTION>
                                           Available                          Development
                            Number of    Square feet           Rent Per              Cost
Year Placed in Service     Properties (in thousands)        Square Foot    (in thousands)
------------------------------------------------------------------------------------------
<S>                                 <C>          <C>             <C>              <C>
2000                                4            234             $20.89           $19,136
1999                                8            619             $15.73           $36,467
1998                                7            536             $12.57           $32,418
------------------------------------------------------------------------------------------
</TABLE>

                                       13
<PAGE>

     Six  development  properties are currently under  construction  within SUSA
Partnership,  L.P.  The  following  tables  summarize  the  details of those six
projects.  We  anticipate  moving into the planning and design stages on several
new projects in 2001.
<TABLE>
<CAPTION>
                                                                                 Expected Investment
                                                     Number of                  ----------------------   Invested   Remaining
                                                    Properties    Square Feet      Total     Per Foot     to Date  Investment
------------------------------------------------------------------------------------------------------------------------------
(in thousands, except facility and per square foot figures)
<S>                                                          <C>          <C>    <C>           <C>        <C>         <C>
Developments under construction                              6            558    $49,119       $88.03     $34,497     $14,622
------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                                Expected to be placed in service
                                    ------------------------------------------------------------------------------------------
                                                    1st Qtr 01     2nd Qtr 01 3rd Qtr 01   4th Qtr 01  Thereafter       Total
------------------------------------------------------------------------------------------------------------------------------
(amounts in thousands)
Development properties                                     $ -        $24,451    $10,068          $ -     $14,600     $49,119
------------------------------------------------------------------------------------------------------------------------------

     Development   projects   currently   underway  are   concentrated   in  the
Baltimore-Washington and New York areas.
     To take advantage of areas where we operate and demand  continues to exceed
the  current   supply,   we  actively   review  our   portfolio   for  expansion
opportunities.  The following  table supplies  information  about the expansions
completed in 2000,1999 and 1998.
<CAPTION>
                                                                          Available
                                                          Average       Square feet                     Expansion
                                        Number of   % Increase in   After Expansion        Rent Per          Cost
Year Placed in Service                 Facilities     Square Feet    (in thousands)     Square Foot (in thousands)
------------------------------------------------------------------------------------------------------------------
2000                                            7             35%               603          $12.60        $8,655
1999                                           14             40%               964          $11.48       $15,696
1998                                            6             35%               429          $11.56        $5,443
------------------------------------------------------------------------------------------------------------------

     The  expansions  in process  and the  anticipated  timing of opening  those
expansions are shown in the below two tables.
<CAPTION>
                                                                                Expected Investment
                                                    Number of                   -------------------     Invested   Remaining
                                                   Facilities   Square Feet        Total   Per Foot     to Date   Investment
-----------------------------------------------------------------------------------------------------------------------------
(in thousands, except facility and per square foot figures)
Expansions under construction                               9           236      $14,031     $59.45      $5,479       $8,552
Expansions in planning/process                             11           270      $19,245     $71.28      $4,896      $14,349
-----------------------------------------------------------------------------------------------------------------------------
Total expansions in process                                20           506      $33,276     $65.76     $10,375      $22,901
-----------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                                Expected to be placed in service
                                    -----------------------------------------------------------------------------------------
                                                   1st Qtr 01    2nd Qtr 01   3rd Qtr 01 4th Qtr 01  Thereafter        Total
-----------------------------------------------------------------------------------------------------------------------------
(amounts in thousands)
Expansion facilities                                   $2,903        $3,202       $6,292    $20,879          $-      $33,276
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>


     Off-Balance Sheet Ventures
     During  the  fourth  quarter of 1999,  we formed  two joint  ventures  with
General Electric Capital corporation ("GE Capital"),  the GE Capital Development
Venture  and GE  Capital  Acquisition  Venture,  providing  a  total  investment
capacity of $400  million  for  acquisitions  and  development  of  self-storage
properties.  We transferred  nine projects in various stages of development into
the GE  Capital  Development  Venture  during the first  quarter of 2000.  These
projects had a total  projected  cost of $53.0  million,  $26.0 million of which
represented  the Company's  total costs as of March 31, 2000. We received  $19.9
million in cash,  and  recorded an  investment  in the venture of $6.5  million,
representing a 25% interest. As of December 31, 2000, the GE Development Venture
had  invested  $40.9  million,  of which $7.4 was funded  through  advances  and
investments  by the Company.  Six  properties  are open and  operating and three
properties  remain in design and  construction.  The GE Acquisition  Venture had
invested  $48.2  million  as of  December  31,  2000 in the  acquisition  of six
properties,  of which $13.3 was funded through  advances and  investments by the
Company.  We, along with GE capital,  will  continuously  seek  opportunities to
invest the remaining venture funds. However,  based upon the current real estate
environment,  along with our minimum return thresholds on invested  capital,  we
are  anticipating  less than $100  million of  investment  activity  through the
ventures in 2001. For more information,  see Note 4 "Advances and Investments in
Real Estate" in our Notes to the Consolidated Financial Statements.


                                       14
<PAGE>

Financing
     In December of 2000, Storage USA Franchise Corp.  ("Franchise") closed on a
$10 million  unsecured  line of credit with a  commercial  bank.  The line bears
interest at a spread above LIBOR.
     In December of 1999, the GP announced a Board authorized plan to repurchase
up to 5% of its common  shares  outstanding  through  open  market  and  private
purchases.  In the  third  quarter  of 2000,  the GP  completed  the  repurchase
program. A total of 1.4 million common shares were repurchased, or approximately
5% of the outstanding  common shares at December 1, 1999, at an average price of
approximately $30 per share, representing a total cost of $42.1 million.


Results of Operations
     The following table reflects  selected income and expense  categories,  for
the years ended 2000,  1999 and 1998,  based on a percentage of total  revenues,
and is referred to in the discussion that follows:


                                          -----------------------------------
                                                 2000       1999        1998
-----------------------------------------------------------------------------
REVENUES
Rental and other property income                97.8%      98.4%       99.3%
Service income                                   1.8%       0.8%        0.5%
Other income                                     0.4%       0.8%        0.2%
-----------------------------------------------------------------------------
Total income                                   100.0%     100.0%      100.0%
EXPENSES
Property operations                             24.6%      23.8%       25.0%
Taxes                                            8.3%       8.4%        8.4%
Costs of providing services                      1.7%       0.7%        0.3%
General and administrative                       5.2%       5.6%        5.2%
-----------------------------------------------------------------------------

     Rental and other  property  income  consists  of rental  income  plus other
income from property specific  activities (rental of floor and storage space for
locks and  packaging  material,  truck  rentals  and ground  rents for  cellular
telephone  antenna towers and billboards).  Following is a summary of rental and
other property income for the years ended December 31, 2000, 1999 and 1998:

(in thousands)                                2000          1999          1998
-------------------------------------------------------------------------------
Rental Income                            $ 254,375     $ 243,185     $ 217,286
Other Property Specific Income
                                             4,248         4,116         2,919
-------------------------------------------------------------------------------
Total Rental and Other Property Income   $ 258,623     $ 247,301     $ 220,205
-------------------------------------------------------------------------------

     Rental and other  property  income  increased  $11.3  million,  or 4.6%, in
fiscal year 2000 and $27.1 million, or 12.3%, in fiscal year 1999. Excluding the
one-time  impact of the  change in our late fee  policy,  2000  rental and other
property  income grew $17.4 million,  or 7.5%. The primary  contributors  to the
increase in rental and other  property  income are  summarized  in the following
table.
<TABLE>
<CAPTION>
                                                             For the years ended December 31,
                                        ----------------------------------------------------------------------------
                                                        2000                                   1999
                                        ----------------------------------------------------------------------------
Rental Income Growth                         Before                                   Before
(in thousands)                            Late fees     Late fees       Total      Late fees  Late fees       Total
--------------------------------------------------------------------------------------------------------------------
<S>                                          <C>              <C>      <C>           <C>         <C>        <C>
Preceding year acquisitions                  $6,931           $48      $6,979        $19,547     $1,223     $20,770
Preceding year developments                   2,877            56       2,933          2,082         65       2,147
Same-store facilities                        11,108        (5,221)      5,887          7,964        132       8,096
Current year acquisitions                     1,644            53       1,697          5,517        318       5,835
Current year developments                       570            11         581            789         14         803
Dispositions                                (10,262)         (655)    (10,917)       (11,990)      (759)    (12,749)
Other                                         4,577          (415)      4,162          2,122         72       2,194
--------------------------------------------------------------------------------------------------------------------
                                            $17,445       ($6,123)    $11,322        $26,031     $1,065     $27,096
--------------------------------------------------------------------------------------------------------------------
</TABLE>

     The  majority of the other  rental  income  growth is  attributed  to prior
period  developed  facilities  still in the lease-up  phase, as well as expanded
facilities.  The majority of the Same-Store  Facilities  revenue growth for 2000
was provided by an  approximate  6.5% increase in Realized Rent per Square Foot,
from  $10.24 per  square  foot in 1999 to $10.91  for 2000.  Physical  occupancy
during  this period  remained  constant at 86%.  For 1999,  a Realized  Rent per


                                       15
<PAGE>

Square Foot increase of 6.0%,  from $9.27 to $9.83,  contributed  to the bulk of
same-store  rental income growth,  with occupancy again remaining  constant,  at
87%, between 1999 and 1998.
     Service income consists of revenue derived from providing services to third
parties and related joint  ventures.  These  services  include the management of
self-storage  facilities,  as  well  as  general  contractor,   development  and
acquisition  services  provided to the GE Capital  Development  and  Acquisition
Ventures ("GE Capital  Ventures").  Following is a summary of service income for
the years ended December 31, 2000, 1999 and 1998:

(in thousands)                              2000          1999          1998
-----------------------------------------------------------------------------
Management fees                          $ 2,904       $ 2,055       $ 1,079
General Contractor fees                      633             -             -
Development fees                             848             -             -
Acquisition fees                             403             -             -
-----------------------------------------------------------------------------
Total service income                     $ 4,788       $ 2,055       $ 1,079
-----------------------------------------------------------------------------

     Service  income  increased by $2.7 million from 1999 to 2000, and grew as a
percentage  of total income from 0.8% to 1.8%.  The bulk of the  increase,  $1.9
million was due to the service fees received from the GE Capital  Ventures.  The
Ventures had no activity  until March 2000, so there are no  comparable  general
contractor, development or acquisition fees for 1999. The remaining increase, as
well as the $976 thousand  increase from 1998 to 1999,  was due to fees received
for  managing  facilities  owned by third  parties.  The  number of  managed  or
franchised properties remitting fees to the Partnership has risen from 64 at the
conclusion of 1998, to 102 in 1999, to 124 in 2000.
     Other income  consists solely of the Company's  proportionate  share of the
net  income  of equity  investments  including  joint  ventures  and  Franchise.
Following  is a summary of other  income for the years ended  December 31, 2000,
1999 and 1998:

(in thousands)                             2000          1999          1998
----------------------------------------------------------------------------
Fidelity joint venture                  $ 1,417         $ 851          $  -
GE joint ventures                          (538)            -             -
Franchise                                  (290)          457           297
Other ventures                              508           547           133
----------------------------------------------------------------------------
Total other income                      $ 1,097       $ 1,855         $ 430
----------------------------------------------------------------------------

     Total other income  decreased $758 thousand from 1999 to 2000, or 40.9%. As
was the case with service income, the equity loss recognized in 2000 relating to
the GE Capital Ventures,  $538 thousand, has no comparable amount in 1999 due to
the timing of the  commencement  of the  ventures.  Timing was also the  primary
factor  in the $566  thousand,  66.5%,  increase  in  income  from the  Fidelity
Venture.  The Fidelity  Venture was formed in June 1999,  so only seven  month's
income was recorded as of December  1999,  compared to a full year in 2000.  The
decrease in income from Franchise, $747 thousand, was primarily due to increases
in losses  recognized on equity  participations  in franchised  facilities and a
decrease in overall general  contracting  fees. From 1998 to 1999,  other income
grew $1.4 million, or 331%.
     As a percentage of revenues,  cost of property  operations and  maintenance
decreased  from 25.0% in 1998 to 23.8% in 1999,  and then  increased to 24.6% in
2000. Actual expenses rose $4.5 million,  or 8.2% in 1999, and $5.1 million,  or
8.5% in 2000.  The trend for the cost of property  operations as a percentage of
revenues is to decrease  over time due to  same-store  facility  revenue  growth
outpacing  expense growth.  This happened in 1999, and was generally the case in
2000, with some exceptions.  First, the impact of our reduction in late fees was
apparent,  reducing  2000  income,  and thereby  increasing  the  percentage  of
property  operations  costs.  Second,  salary expense  increased between the two
periods,  primarily due to two  strategic  initiatives  commencing in 1999:  the
national reservation center and the internal  information  technology help desk.
These  departments  started  operations in 1999,  and had  gradually  increasing
expenses as staffing progressed.  Comparatively, year 2000 contains expenses for
these two mature  departments  for a full year.  Health  insurance  expense also
showed  a  significant  increase,  due to  increased  claims  and  participating
employees,  following what we believe is a national  trend. We expect this trend
to continue,  and estimate a 15% to 20% increase in health  insurance  costs for
2001. 2000 property and liability insurance costs were also significantly higher
than in 1999.  Effective July 1, 2000, higher premiums went into effect relating
to our renewal of this  coverage for the policy period July 1, 2000 through June
30, 2001. We expect these premiums to increase  again from 20% to 30%.  Premiums
over the twelve month period will be  approximately  $500  thousand  higher that
those  that were in place  under the  previous  policy.  Finally,  2000  utility
expenses exceeded those of 1999 due to the unusually mild winter in 1999.
     Tax expense as a percentage of revenues was 8.3% in 2000,  8.4% in 1999 and
8.4% in 1998. Tax expense as a percentage of revenues trends down as a result of
revenue  growth  outpacing tax expense  growth.  In 1999, a number of our larger
properties were  reassessed by their  respective tax  jurisdictions,  causing an


                                       16
<PAGE>

increase in expense,  and offsetting any decrease caused by revenue growth.  The
normal trend began to reassert  itself again in 2000,  as total taxes  increased
only $742  thousand,  or 3.5%,  substantially  less than the 5.3% total  revenue
growth. Taxes in 1999 increased $2.6 million, or 13.9%.
     Costs of providing  services  increased $2.8 million from 1999 to 2000, and
increased as a percentage of revenues from 0.7% to 1.7%.  These costs  increased
$1 million from 1998 to 1999,  and  increased as a percentage  of revenues  from
0.3% to 0.7%.  This was due  primarily  to the new  services  provided  in 2000,
general   contracting,   development   and  acquisition   services,   and  their
corresponding  costs. The costs of providing  management services also increased
as 22 more  managed/franchised  properties  were added to the Storage USA system
between December 31 of 1999 and 2000.
     General and  administrative  expenses  ("G&A") as a percentage  of revenues
increased  from 5.2% in 1998 to 5.6% in 1999,  and then  decreased  back down to
5.2% in 2000.  Actual  expenses  increased  $2.5 million  from 1998 to 1999,  or
21.9%,  but  decreased  from 1999 to 2000 by $453  thousand,  or 3.2%.  The 1999
growth in G&A was attributable to the continued expansion of our administration,
acquisition and development,  management  information systems,  human resources,
and legal departments in connection with the  implementation of our internal and
external growth  strategies.  These expenses leveled off in 2000. Also impacting
1999  growth  was $600  thousand  of expense  recognized  in  connection  with a
Tennessee law enacted in 1999 that subjected  limited  partnerships  and limited
liability  corporations  to the Tennessee  Excise and Franchise Tax.  During the
second quarter of 2000, the State of Tennessee  passed  legislation that granted
REITs  substantial  relief from this law. The legislation was retroactive to the
beginning  of  2000  and  substantially  eliminated  the  applicability  of  the
Tennessee  Excise and  Franchise  taxes to the GP. Fiscal year 2000 G&A was also
positively  impacted by the  classification  of  development,  construction  and
acquisition  department  overhead  as part of the  cost of  providing  services,
continued  benefits from various cost containment  programs and lower management
bonus accruals.
     The increase in depreciation  and  amortization  expense by $4.3 million in
2000  and  $5.3  million  in  1999   primarily   reflects  our   acquisition  of
approximately  $86  million of  depreciable  assets in 2000,  and $63 million in
1999.
     Interest  income and expense are netted together and the breakout of income
and expense is as follows:

                                        For the year ended December 31,
                                    ----------------------------------------
(in thousands)                             2000          1999          1998
----------------------------------------------------------------------------
Interest income                        $ 13,413      $ 13,078       $ 8,660
Interest expense                        (58,650)      (54,375)      (45,239)
----------------------------------------------------------------------------
Interest expense, net                  $(45,237)     $(41,297)     $(36,579)
----------------------------------------------------------------------------

    Interest  expense  increased $4.3 million,  or 7.9%,  from 1999 to 2000, and
increased  $9.1  million,  or 20.2% from 1998 to 1999.  These  interest  expense
increases  were  primarily  from the sources  listed in the table below and were
offset by capitalized interest of $5.0 million in 2000, $4.5 million in 1999 and
$3.5 million in 1998.
<TABLE>
<CAPTION>
                                           2000                          1999                          1998
                               -----------------------------------------------------------------------------------------
                                   Weighted        Weighted       Weighted        Weighted      Weighted       Weighted
(in thousands)                      Average         Average        Average         Average       Average        Average
------------------------------------------------------------------------------------------------------------------------
Debt                              Borrowing   Interest Rate      Borrowing   Interest Rate     Borrowing  Interest Rate
------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>               <C>          <C>               <C>         <C>              <C>
Notes payable                       600,000           7.37%        600,000           7.37%       494,200          7.74%
Lines of credit                     156,093           7.68%         93,122           6.39%        78,900          6.73%
Mortgages payable                    68,567           7.50%         72,968           7.50%        55,281          7.50%
Leases & other borrowings            41,700           7.50%         45,898           7.50%        14,400          7.50%
------------------------------------------------------------------------------------------------------------------------
</TABLE>

     Interest income grew by $335 thousand,  or 2.6%, in 2000,  compared to $4.4
million,  or 51.0%, in 1999.  Approximately $4.2 million of the increase in 1999
was from  interest  earned on  advances  from us to  franchisees  of  Franchise.
Another  $793  thousand  related to  restricted  escrow  funds from the Fidelity
transaction.  The remainder of the increase was from interest  earned on amounts
outstanding  under  the GP's  1995  Employee  Stock  Purchase  and Loan Plan and
earnings on overnight  deposits.  In 2000, interest on loans to franchisees grew
$1.3 million.  Although advances on loans to franchisees of Franchise  decreased
from  December  31, 1999 to 2000,  from $117 million to $111  million,  weighted
average advances actually increased from $116 million in 1999 to $117 million in
2000. Interest rates on these loans also increased, reflecting the change in the
prime rate.  Restricted escrow funds from the Fidelity  transaction were used to
acquire new  self-storage  facilities in 1999.  There was no interest  connected
with these funds in 2000.
     Gains/(losses)  on exchange of storage  facilities of $1.2 million in 2000,
$181 thousand in 1999, and ($284) thousand in 1998 represent  gains/(losses)  on
the disposition of our investments in storage facilities that were exchanged for
cash and other self-storage  facilities.  $414 thousand of the 2000 gain relates
to the sale of two Columbus,  Indiana storage  facilities;  $295 thousand to the
sale of a  non-operating  development  project  in White  Marsh,  Maryland  to a
franchisee;  $268 thousand to the sale of an operating  facility in Queens,  New


                                       17
<PAGE>

York; and the remaining  $198  thousands to  adjustments  from the resolution of
contingencies  on  prior  period  acquisitions.  In 1999 we sold 40  properties,
including the 32 in the Fidelity  joint  venture.  The $37.1 million gain on the
Fidelity  transaction was deferred until such time as we dispose of interests in
the  Fidelity  Venture.  The  diverse  group  of  properties  involved  in  1999
dispositions encompassed 20 states and the District of Columbia. In 1998 we sold
one property in California.
     Minority  interest  expense as a percentage of revenues  approximates  well
less than 1%, and has shown minimal fluctuation in recent years: an $11 thousand
decrease  from  1998 to 1999;  and a $39  thousand  increase  from 1999 to 2000.
Distributions  to preferred  unitholders  increased  significantly  from 1998 to
1999,  $5.0  million,  as the actual  issuance of the $65  million in  Preferred
Partnership  Units  took  place  in  November  of 1998.  Distributions  remained
constant  at  approximately  $5.8  million  for 1999 and 2000,  as there were no
further issuances of Preferred Partnership Units.

Liquidity and Capital Resources
     Cash  provided  by  operating  activities  was  $115.6  million  in 2000 as
compared to $100.1 million in 1999 and $107.2 million in 1998.  These  increases
are primarily a result of the significant  expansion of our property  portfolio,
including  our owned  properties,  as well as our  franchised  and joint venture
properties.  The items  affecting  the operating  cash flows are discussed  more
fully in the "Results of Operations" section.
     During  fiscal year 2000,  we received  $21.7  million in proceeds from the
disposition  of  self-storage  facilities.  $19.9 million of the total  proceeds
related  to our  transfer  of  nine  development  projects  to  the  GE  Capital
Development  Venture during the first quarter of 2000. We received an additional
$1.8 million for the sale of three operating properties,  two land parcels and a
development  facility still under construction.  One of the operating properties
was sold to the GE Acquisition  Venture in which  consideration  included a note
receivable for $7.1 million.  The sale of the development facility also included
a note  receivable,  of $2.2  million.  Of the $144.9  million in proceeds  from
dispositions  in 1999,  $131.0  related to the 32 properties  transferred to the
Fidelity  Venture.  $95.3 million of the $109.5 million invested in acquisitions
and  improvements  in 1999 also pertained to the Fidelity  Venture,  as proceeds
from the initial  transfer were redeployed in tax-free  exchanges for additional
properties and development land parcels.
     We invested cash  totaling  $30.1  million in 2000 in the  acquisition  and
improvement of  self-storage  facilities  compared to $109.5 million during 1999
and $201.9 million during 1998.  $11.6 million of the $30.1 million  invested in
2000 represents our investment in five acquired  facilities.  An additional $203
thousand  in  Partnership  Units and $13.7  million in  assumed  loans to former
Franchisees  consummated the acquisitions.  The remaining $18.5 million reflects
improvements to existing  self-storage  facilities and our corporate offices. We
invested cash of $37.9 million in 2000, $71.5 million in 1999, and $58.9 million
in  1998  for  land  held  for  development  and  construction  of  self-storage
facilities.  We also used cash of $10.5  million in 2000,  $40.4 million in 1999
and $81.6 million in 1998 for advances and investments in real estate.  In 2000,
the total of $10.5 million consisted of $5.9 million in financing to franchisees
of  Storage  USA  Franchise  Corp  ("Franchise"),  and $4.6  million  in  equity
contributions  to the GE capital  joint  ventures.  In 1999,  $38.3  million was
advanced to franchisees of Franchise, and $2.1 in equity contributions were made
to the GE Capital  joint  ventures.  The  entirety of the $81.6  million in 1998
represents  loans to franchisees of Franchise.  During 2000,  proceeds were also
received  from  certain  franchisees,  as three  repaid  their loans  during the
period,  generating  $11.3 million in cash.  Franchisee loan repayments  totaled
$41.9 million in 1999, $7.7 million in 1998.
     There  were six  development  properties  in  process  with  $34.5  million
invested at December  31,  2000.  The total  budget for these  projects is $49.1
million,  with $14.6 remaining to be invested.  In addition to these development
projects,  we have 20 expansions of existing  facilities in process with a total
of $10.4  million  invested at December 31, 2000.  These  projects  have a total
budget of $33.3 million and will require an additional $22.9 million investment.
We have $8.0 million of loan  commitments  to franchisees to fund as of December
31, 2000.  We also expect to invest  during 2001  approximately  $8.3 million as
part of our required equity contributions in the GE Capital joint ventures.
     As noted above, we sometimes acquire  facilities in exchange for Units. The
Units are  redeemable  after one year for cash or, at our option,  shares of the
GP's  common  stock.  Sellers  taking  Units  instead  of cash are able to defer
recognizing  a taxable gain on the sale of their  facilities  until they sell or
redeem their Units.  At December 31, 2000 we had 3.4 million Units  outstanding,
of which the following Units were redeemable:
        o       82 thousand  Units for an amount  equal to the fair market value
                ($2.6 million, based upon a price per Unit of $31.75 at December
                31,  2000)  payable in cash or, at our option,  by a  promissory
                note  payable  in  quarterly  installments  over two years  with
                interest at the prime rate.
        o       3.3  million  Units for amounts  equal to the fair market  value
                ($106.0  million,  based  upon a price  per  Unit of  $31.75  at
                December 31, 2000)  payable by us in cash or, at our option,  in
                shares of the GP's common stock at the initial exchange ratio of
                one share for each Unit.
     We  anticipate  that the source of funds for any cash  redemption  of Units
will be retained cash flow or proceeds from the future sale of our securities or
other  indebtedness.  We have agreed to  register  any shares of the GP's common
stock issued upon redemption of Units under the Securities Act of 1933.


                                       18
<PAGE>

     Between November 1996 and July 1998, the Partnership issued $600 million of
notes payable. The notes are unsecured  obligations of the Partnership,  and may
be redeemed at any time at the option of the  Partnership,  subject to a premium
payment  and other terms and  conditions.  The  combined  notes carry a weighted
average  interest  rate of 7.37% and were  issued at a price to yield a weighted
average of 7.42%. The terms of the notes are staggered  between seven and thirty
years, maturing between 2003 and 2027.
     In December of 1999, the GP announced a Board authorized plan to repurchase
up to 5% of its common  shares  outstanding  through  open  market  and  private
purchases.  During 1999, the GP repurchased  250,000 shares of common stock at a
total cost of $7.2 million. In 2000, the GP completed the plan by buying back an
additional  1.2 million  shares at a total cost of $34.9  million.  In all,  1.4
million shares were  repurchased at a total cost of $42.1 million,  representing
an average price of approximately $30 per share.
     We initially fund our capital requirements  primarily through the available
lines of credit with the intention of refinancing  these with long-term  capital
in the  form of  equity  and  debt  securities  when we  determine  that  market
conditions  are  favorable.  As of  December  31,  2000,  the GP can issue under
currently  effective shelf registration  statements up to $650 million of common
stock,  preferred stock,  depositary shares and warrants and can also issue $250
million of unsecured, non-convertible senior debt securities of the Partnership.
Our lines of credit bear  interest  at various  spreads  over LIBOR.  We had net
borrowings of $62.8 million in 2000,  $34.7 million in 1999 and $38.9 million in
1998.  Borrowings  would have been greater in 1999 had we not used $39.4 million
of the  proceeds  received  from the  Fidelity  Venture  to reduce  the lines of
credit. We currently have a $200 million unsecured  revolving credit line with a
group of commercial banks, bearing interest at a spread of 120 basis points over
LIBOR,  based on our current debt rating,  which matures in May of 2002. We also
have a $40  million  line of  credit  with a  commercial  bank.  The line  bears
interest at a spread over LIBOR,  matures on July 1, 2001,  and is  renewable at
that time. Additionally,  in December of 2000, Franchise closed on a $10 million
unsecured  line of credit with a  commercial  bank,  which  bears  interest at a
spread over LIBOR,  matures on December  29, 2001 and is renewable at that time.
Franchise is fully drawn on the line as of December 31, 2000.
     Our overall debt policy,  which is subject to change at the  discretion  of
our Board of Directors,  is to limit total  indebtedness to the lessor of 50% of
total  assets at cost or that amount that will  sustain a minimum  debt  service
ratio of 2.5:1.
     In November  1998,  we issued $65 million of 8.875%  Cumulative  Redeemable
Preferred  Partnership  Units in a  private  placement.  The  proceeds  from the
issuance were used to pay down our line of credit.
     We expect to incur approximately $5.1 million for scheduled maintenance and
repairs during the next twelve months and approximately  $6.2 million to conform
facilities acquired from 1994 to 1999 to our standards. In the second quarter of
2000, we committed to several new leases relating to our corporate  headquarters
office space in Memphis.  The leases have a term of fifteen years with estimated
annual  payments  of $3.0  million.  We have  rented a portion  of this space to
others under several subleases at the same rent and substantially  similar terms
to our primary leases and expect to receive approximately $937 thousand annually
from such subleases.
     We believe that  borrowings  under our current credit  facilities  combined
with cash from operations  will provide us with necessary  liquidity and capital
resources to meet the funding  requirements  of our  remaining  development  and
expansion  pipeline,  commitments to provide  financing to  franchisees,  equity
commitments of the GE Capital Joint Ventures,  and  distribution and GP dividend
requirements. Additionally, no significant maturities are scheduled under any of
our  borrowings  until 2003. We are  currently  pursuing  several  strategies to
generate  additional  cash  funding  in  2001,   including  the  disposition  of
individually targeted properties, issuing additional Preferred Partnership Units
and forming additional joint ventures.


Funds from Operations
     We  believe  funds  from   operations   ("FFO")  should  be  considered  in
conjunction  with net income and cash flows to facilitate a clear  understanding
of our operating results.  FFO should not be considered as an alternative to net
income,  as a measure of our financial  performance or as an alternative to cash
flows  from  operating  activities  as a  measure  of  liquidity.  FFO  does not
represent cash generated from operating  activities in accordance  with GAAP and
is not  necessarily  indicative of cash available to fund cash needs.  We follow
the National  Association of Real Estate Investment Trust's (NAREIT)  definition
of FFO.  Our FFO may not be  comparable  to similarly  titled  measures of other
REITs that calculate FFO differently.  In calculating FFO per share, we add back
only depreciation and amortization of revenue-producing  property.  As such, our
FFO may not be  comparable  to other REITs that may add back total  depreciation
and amortization.


                                       19
<PAGE>

     The following  table  illustrates  the  components of our FFO for the years
ended December 31, 2000, 1999 and 1998:
<TABLE>
<CAPTION>
For the Year Ended December 31,                           2000            1999           1998
----------------------------------------------------------------------------------------------
(in thousands, except per share data)
<S>                                                    <C>             <C>            <C>
Net income allocated to common unitholders             $70,130         $72,291        $67,932
(Gain)/Loss on sale of assets*                            (880)           (181)           284
Total depreciation & amortization                       39,460          35,145         29,880
Depreciation from unconsolidated entities                1,409             389              -
Less: depreciation of non-revenue producing assets      (3,857)         (2,816)        (1,771)
----------------------------------------------------------------------------------------------
Consolidated FFO available to common unitholders      $106,262        $104,828        $96,325
</TABLE>

*Excludes $295 gain on sale of undepreciated land in the first quarter of 2000.

     At its meeting on October 27, 1999, the National Association of Real Estate
Investment  Trusts  ("NAREIT")  clarified that FFO should include  non-recurring
results of  operations,  except  those  defined as  "extraordinary  items" under
generally  accepted  accounting  principles (GAAP). The clarification of FFO was
effective   January  1,  2000.  Since  we  have   historically  not  added  back
non-recurring  items to our calculation,  the modification of the FFO definition
did not have a material impact on previously reported FFO information.
     During  2000,  we  declared  distributions  per unit of $2.76,  which is an
increase of 3% over the 1999  distribution per unit of $2.68.  Distributions per
unit increased  4.7% from 1998 to 1999. As a qualified  REIT, the GP is required
to  distribute  a  substantial  portion  of its net income as  dividends  to its
shareholders.  While our goal is to generate and retain  sufficient cash flow to
meet  our  operating,   capital  and  debt  service  needs,  the  GP's  dividend
requirements  may  require  us to  utilize  our bank  lines of credit  and other
sources of liquidity to finance property acquisitions and development, and major
capital improvements. See "Liquidity and Capital Resources" section.


Recent Accounting Developments
     See Note 14, "Recent Accounting  Developments" in the Notes to Consolidated
Financial Statements.


Forward Looking Statements and Risk Factors
     All statements  contained in this  Management's  Discussion and Analysis of
Financial  Condition and Results of Operations  section that are not  historical
facts are based on our current expectations.  This includes statements regarding
anticipated  future  development  and  acquisition   activity,   the  impact  of
anticipated  rental rate increases on our revenue growth,  our 2001  anticipated
revenues,  expenses and returns, and future capital requirements,  among others.
Words  such as  "believes",  "expects",  "anticipate",  "intends",  "plans"  and
"estimates" and variations of such words and similar words also identify forward
looking statements.  Such statements are forward looking in nature and involve a
number of risks and uncertainties  and,  accordingly,  actual results may differ
materially. The following factors, among others, may affect the Company's future
financial  performance and could cause actual results to differ  materially from
the forward-looking statements:

o       Changes in the economic  conditions  in the markets in which we operate,
        such as  unexpected  increases  in supply  and  competition,  unexpected
        changes in financial resources of our customers, or unexpected increases
        in  prevailing  wage levels or in insurance,  taxes or utilities,  could
        negatively  impact  our  ability  to raise  our rents  and  control  our
        expenses, thus reducing our net income.

o       Competition for  development or acquisition  sites could drive up costs,
        making it unfeasible for us to develop or acquire  properties in certain
        markets.
o       New  development  opportunities  could be limited due to an inability to
        obtain zoning and other local approvals.
o       Amounts  that we charge  for late fees have been and are the  subject of
        litigation   against  us  and  are,  in  some  states,  the  subject  of
        governmental  regulation.  Consequently,  such amounts  could  decrease,
        materially affecting the results of operations.
o       The conditions affecting the bank, debt and equity markets could change,
        increasing  our cost of capital or reducing  its  availability  on terms
        satisfactory  to us either of which could reduce our returns or restrict
        our growth.
o       Costs  related to compliance  with laws,  including  environmental  laws
        could increase, reducing our net income.
o       General  business  and  economic  conditions  could  change,   adversely
        affecting occupancy and rental rates, thereby reducing our revenue.
o       Unfavorable  outcome(s) in the pending litigation described in Item 3 of
        this Form 10-K could ultimately reduce our net income.



                                       20
<PAGE>

o       Changes  in tax  laws  or  market  conditions  could  make  real  estate
        investment less attractive  relative to other investment  opportunities.
        Such  changes  would  reduce the  number of buyers  for real  estate and
        adversely affect real estate asset values.
o       Construction  costs and the timing of a  development  project may exceed
        our original  estimates,  resulting in reduced returns on investment and
        delayed realization of returns.
o       The  level  of  on-balance  sheet   development   could  exceed  current
        expectations  resulting  in  higher  than  anticipated  dilution  to our
        earnings.  We  caution  you not to  place  undue  reliance  on any  such
        forward-looking  statements.  We assume  no  obligation  to  update  any
        forward-looking  statements as a result of new  information,  subsequent
        events or any other circumstances.  Such statements speak only as of the
        date that they are made.

Item 7.A. Qualitative and Quantitative Disclosures about Market Risk.

     We are exposed to certain  financial  market  risks,  the most  predominant
being  fluctuations  in interest  rates on existing  variable  rate debt and the
repricing of fixed rate debt at maturity.  We monitor interest rate fluctuations
as an integral part of our overall risk management program, which recognizes the
unpredictability  of  financial  markets  and  seeks to reduce  the  potentially
adverse  effect  on our  results.  The  effect  of  interest  rate  fluctuations
historically  has been  small  relative  to other  factors  affecting  operating
results, such as rental rates and occupancy.
     Our operating  results are affected by changes in interest rates  primarily
as a result of borrowing under our lines of credit.  If interest rates increased
by 25 basis  points,  our  annual  interest  expense  would  have  increased  by
approximately  $390 thousand during 2000, based on balances  outstanding  during
the year ending December 31, 2000.


Item 8.    Financial Statements and Supplementary Data.

     SUSA  Partnership,  L.P.'s  Consolidated  Balance Sheets as of December 31,
2000 and 1999 and its  Consolidated  Statements  of  Operations,  Cash Flows and
Shareholders'  Equity  for each of the  years  in the  three-year  period  ended
December  31,  2000,  together  with the Report of  PricewaterhouseCoopers  LLP,
independent  public  accountants,  are included under item 14 of this report and
are  incorporated  herein by reference.  Selected  Quarterly  Financial  Data is
presented in Note 15 of the Notes to the Consolidated Financial Statements.


Item 9.    Changes in and Disagreements With Accountants on Accounting and
           Financial Disclosure.

None.



                                    PART III


Item 10.     Directors and Executive Officers of the Registrant.

     For  non-employee   Directors,   the  information   required  hereunder  is
incorporated  herein by reference  from the captions  "Election of Directors" in
the GP's  definitive  proxy  statement to be filed with respect to the GP's 2001
Annual Meeting of Shareholders.
     For executive officers,  the information  required hereunder is included in
Part 1, following Item 1 in this Annual Report on Form 10-K.


Item 11.     Executive Compensation.

     Incorporated   herein   by   reference   from   the   captions   "Executive
Compensation,"  "Stock Options," Long Term Incentive  Plans," "Board  Activity,"
"Executive  Change in Control Severance  Agreements and Employment  Agreements,"
Report of the Storage USA  Committee on Executive  Compensation,"  "Is There Any
Other  Information  I Should Know," and  "Indebtedness  by Executives to Storage
USA" in the GP's definitive proxy statement to be filed with respect to the GP's
2001 Annual Meeting of Shareholders.

                                       21
<PAGE>

Item 12.     Security Ownership of Certain Beneficial Owners and Management.

     Incorporated herein by reference from the caption "Beneficial  Ownership of
Storage USA Common  Stock" in the GP's  definitive  proxy  statement to be filed
with respect to the GP's 2001 Annual Meeting of Shareholders.


Item 13.     Certain Relationships and Related Transactions.

     Incorporated  herein  by  reference  from the  caption  "Transactions  with
Management and Others;  Certain  Business  Relationships"  and  "Indebtedness by
Executives to Storage USA" in the GP's  definitive  proxy  statement to be filed
with respect to the GP's 2001 Annual Meeting of Shareholders.


                                     PART IV


Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

     The following documents are filed as a part of this report:
     (a) Financial Statements and Schedules:

         1. Financial Statements:

           See Index to Financial Statements below, which is incorporated herein
           by reference.

         2. Financial Statement Schedules:

           Schedule III, Real Estate and Accumulated Depreciation as of December
           31, 2000

           Schedule IV, Mortgage Loans on Real Estate as of December 31, 2000

         All other schedules have been omitted since the required information is
         presented in the financial  statements  and the related notes or is not
         applicable.

     (b) Reports on Form 8-K

         On February  7, 2001,  the GP filed a current  report on Form 8-K.  The
     filing included  information  regarding the lawsuit styled:  West 125th St.
     Associates,  L.L.C.  vs.  Storage  USA,  Inc. and SUSA  Partnership,  L.P.,
     discussed in Item 3, Legal Proceedings.

      (c) Exhibits
         The exhibits are required by Item 601 of  Regulation  S-K are listed in
     the Index to Exhibits, which is incorporated by reference.



                                       22
<PAGE>

<TABLE>
                                            Index to Financial Statements

         Description                                                                                           Page
         -----------                                                                                           ----
         <S>                                                                                                     <C>
         Reports of Independent Accountants                                                                      24
         Consolidated balance sheets as of December 31, 2000 and 1999                                            25
         Consolidated statements of operations for the years ended December 31, 2000, 1999 and 1998              26
         Consolidated statements of cash flows for the years ended December 31, 2000, 1999 and 1998              27
         Consolidated statements of partners' capital for the years ended December 31, 2000, 1999 and 1998       28
         Notes to consolidated financial statements                                                              29
         Schedule III, real estate and accumulated depreciation as of December 31, 2000                          43
         Schedule IV, mortgage loans on real estate as of December 31, 2000                                      57
</TABLE>




                                                         23
<PAGE>

                             SUSA Partnership, L.P.

                        Report of Independent Accountants


To the Partners of SUSA Partnership, L.P.

     In our opinion,  the financial  statements listed in the accompanying index
appearing  under  Item  14(a)(1)  on page 22  present  fairly,  in all  material
respects,  the financial position of SUSA Partnership,  L.P. (the "Company") and
its  subsidiaries  at  December  31,  2000 and 1999,  and the  results  of their
operations  and their cash flows for each of the three years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United  States of  America.  In  addition,  in our  opinion,  the  financial
statement  schedules  listed in the  accompanying  index  appearing  under  Item
14(a)(2) on page 22 present fairly,  in all material  respects,  the information
set  forth  therein  when  read in  conjunction  with the  related  consolidated
financial  statements.   These  financial  statements  and  financial  statement
schedules are the responsibility of the Company's management; our responsibility
is to express an opinion on these financial  statements and financial  statement
schedules  based on our audits.  We conducted our audits of these  statements in
accordance with auditing  standards  generally  accepted in the United States of
America,  which require that we plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.



PricewaterhouseCoopers LLP

Memphis, Tennessee
January 31, 2001


                                       24
<PAGE>

<TABLE>

SUSA Partnership, L.P.

Consolidated Balance Sheets
<CAPTION>

December 31,                                                                   2000               1999
-------------------------------------------------------------------------------------------------------
(amounts in thousands, except unit data)

Assets
<S>                                                                       <C>                <C>
Investments in storage facilities, at cost:                               1,710,725          1,670,892
Accumulated depreciation                                                   (132,527)           (94,538)
-------------------------------------------------------------------------------------------------------
                                                                          1,578,198          1,576,354
Cash & cash equivalents                                                       5,045              1,699
Advances and investments in real estate                                     132,141            120,246
Other assets                                                                 51,386             56,620
-------------------------------------------------------------------------------------------------------
     Total assets                                                        $1,766,770         $1,754,919
-------------------------------------------------------------------------------------------------------

Liabilities, redeemable limited common partnership
  units & partners' capital

Notes payable                                                              $600,000           $600,000
Line of credit borrowings                                                   168,333            105,500
Mortgage notes payable                                                       66,845             70,163
Other borrowings                                                             38,804             42,453
Accounts payable & accrued expenses                                          25,544             21,982
Dividends payable                                                            18,643             18,831
Rents received in advance                                                    10,783             10,869
Deferred gain from contribution of self-storage facilities                   37,175             37,125
Deferred gain from contribution of self-storage facilities                      954                959
-------------------------------------------------------------------------------------------------------
     Total liabilities                                                      967,081            907,882
-------------------------------------------------------------------------------------------------------
Redeemable limited common partnership units
  3,419,818 and 3,655,093 outstanding at redemption value                   108,579            110,567

Commitments and contingencies

Partners' capital:
Preferred partnership units
  650,000 outstanding                                                        65,000             65,000
Deferred compensation                                                          (252)              (517)
General common partnership units
   27,019,095 and 27,865,932 outstanding                                    637,672            683,355
Notes receivable - officers                                                 (11,310)           (11,368)
-------------------------------------------------------------------------------------------------------
     Total partners' capital                                                691,110            736,470
-------------------------------------------------------------------------------------------------------
     Total liabilities, redeemable limited common
        partnership units & partners' capital                            $1,766,770         $1,754,919
-------------------------------------------------------------------------------------------------------
</TABLE>


See Notes to Consolidated Financial Statements


                                       25
<PAGE>

<TABLE>
SUSA Partnership, L.P.

Consolidated Statements of Operations
<CAPTION>
For the years ended December 31,                                             2000             1999             1998
--------------------------------------------------------------------------------------------------------------------
(in thousands except per unit data)

Operating Revenues:
<S>                                                                      <C>              <C>              <C>
Rental and other property income                                         $258,623         $247,301         $220,205
Service income                                                              4,788            2,055            1,079
Other income                                                                1,097            1,855              430
--------------------------------------------------------------------------------------------------------------------
Total operating revenues                                                  264,508          251,211          221,714
--------------------------------------------------------------------------------------------------------------------

Operating Expenses:
Cost of property operations & maintenance                                  64,967           59,878           55,352
Taxes                                                                      21,845           21,103           18,523
Costs of providing services                                                 4,480            1,700              720
General & administrative                                                   13,715           14,168           11,623
Depreciation & amortization                                                39,460           35,145           29,880
--------------------------------------------------------------------------------------------------------------------
Total operating expenses                                                  144,467          131,994          116,098
--------------------------------------------------------------------------------------------------------------------
Income from operations                                                    120,041          119,217          105,616
--------------------------------------------------------------------------------------------------------------------

Other Income (expense):
Interest expense, net                                                    (45,237)         (41,297)         (36,579)
--------------------------------------------------------------------------------------------------------------------
Income before minority interest and gain on exchange                       74,804           77,920           69,037
Gain/(loss) on exchange of self-storage facilities                          1,175              181            (284)
--------------------------------------------------------------------------------------------------------------------
Income before minority interest and distributions to
  Preferred Unitholders                                                    75,979           78,101           68,753
Minority interest                                                             (80)             (41)             (52)
--------------------------------------------------------------------------------------------------------------------
Income before distributions to Preferred Unitholders                       75,899           78,060           68,701
Distributions to Preferred Unitholders                                     (5,769)          (5,769)            (769)
--------------------------------------------------------------------------------------------------------------------
Net Income attributable to Common Unitholders                             $70,130          $72,291          $67,932
--------------------------------------------------------------------------------------------------------------------
Per common unit:
Basic net income per unit                                                   $2.27            $2.29            $2.18
--------------------------------------------------------------------------------------------------------------------
Diluted net income per unit                                                 $2.26            $2.28            $2.17
--------------------------------------------------------------------------------------------------------------------
</TABLE>


See Notes to Consolidated Financial Statements

                                       26
<PAGE>

<TABLE>
SUSA Partnership, L.P.

Consolidated Statements of Cash Flows
<CAPTION>
For the years ended December 31,                                                  2000            1999           1998
----------------------------------------------------------------------------------------------------------------------
(in thousands)
Operating activities:
<S>                                                                            <C>             <C>            <C>
Net income attributable to common unitholders                                  $70,130         $72,291        $67,932
Adjustments to reconcile net income to net
 cash provided by operating activities:
     Depreciation and amortization                                              39,460          35,145         29,880
     Minority interest and preferred unit dividends                              5,849           5,810            821
     (Gain)/Loss on exchange of self-storage facilities                         (1,175)           (181)           284
     Changes in assets and liabilities:
          Other assets                                                          (3,083)         (8,311)        (4,955)
          Other liabilities                                                      4,444          (4,694)        13,194
----------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                      115,625         100,060        107,156
----------------------------------------------------------------------------------------------------------------------

Investing activities:
Acquisition and improvements of storage facilities                             (30,120)       (109,484)      (201,875)
Proceeds from sale/exchange of storage facilities                               21,682         144,952          1,694
Development of storage facilities                                              (37,914)        (71,533)       (58,911)
Advances and investments in real estate                                        (10,475)        (40,359)       (81,574)
Proceeds from liquidation and distributions from advances
  and  investments in real estate                                               11,323          41,904          7,747
Issuances of notes receivable                                                   (3,093)         (5,634)       (14,810)
Payments on notes receivable                                                     5,135          10,494          2,451
----------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                          (43,462)        (29,660)      (345,278)
----------------------------------------------------------------------------------------------------------------------

Financing activities:
Net borrowings under line of credit                                             62,833          34,738         38,919
Mortgage principal payments                                                     (2,274)         (4,031)        (3,366)
Other borrowings principal payments/payoffs                                     (4,200)         (6,131)             -
Payment of debt issuance costs                                                     (44)         (1,185)        (1,083)
Distributions to general partner                                               (75,463)        (73,962)       (53,188)
Preferred unit dividends                                                        (5,769)         (5,336)             -
Limited partner distributions                                                   (9,627)         (9,712)        (6,337)
Distribution to minority interests                                                 (86)           (312)        (1,591)
Proceeds from issuance of notes payable                                              -               -        198,311
Repurchase of units from general partner                                       (34,860)         (7,228)             -
Proceeds from issuance of preferred units                                            -               -         63,375
Payments on notes receivable - officers                                            248             166         3,150
Other financing transactions, net                                                  425           1,934         1,381
----------------------------------------------------------------------------------------------------------------------
Net cash (used in)/provided by financing activities                            (68,817)        (71,059)      239,571
----------------------------------------------------------------------------------------------------------------------
Net increase in cash and equivalents                                             3,346            (659)         1,449
Cash and equivalents, beginning of period                                        1,699           2,358            909
----------------------------------------------------------------------------------------------------------------------
Cash and equivalents, end of period                                            $ 5,045         $ 1,699        $ 2,358
----------------------------------------------------------------------------------------------------------------------

Supplemental schedule of non-cash activities:
 Equity share of joint venture received for disposition of assets                6,526            (596)             -
 Notes received in consideration for facility sold                               9,272             875              -
 Common Stock issued in exchange for notes  receivable  and  contributed
   To the Partnership in exchange for partnership units                          1,057               -          2,333
 Partnership units received in payment of notes receivable                         870               -              -
 Payoff of officer note                                                              -               -            565
 Shares issued to Directors and contributed to the Partnership in
   exchange for partnership units                                                  160             160            132
 Storage  facilities   acquired  in  exchange  for  unsecured  notes, deferred
  Partnership unit agreements and capital leases                                 1,000           1,000         46,966
 Restricted stock issued by GP                                                       -             246              -
 Storage facilities acquired in exchange for partnership units                     203           4,948         34,597
 Mortgages assumed on storage facilities acquired                                    -               -         28,135
 Partnership Units exchanged for shares of GP common stock                       8,851           9,164            250
 Issuance of warrants to GP                                                          -             666              -
 Minority interest in acquired facility                                              -               -             45
 Assumption of company-issued mortgages in acquisition                          13,673               -              -
                                                                          ------------- ---------------  -------------
</TABLE>

See Notes to Consolidated Financial Statements



                                       27
<PAGE>

<TABLE>
SUSA Partnership, L.P.

Consolidated Statements of Partners' Capital
<CAPTION>
                                                                                        General
                                                     Preferred                           Common           Notes         Total
                                                   Partnership           Deferred   Partnership     Receivable-     Partners'
                                                       Capital       Compensation         Units        Officers       Capital
------------------------------------------------------------------------------------------------------------------------------
(amounts in thousands)
<S>                                                    <C>              <C>            <C>           <C>            <C>
Balance at December 31, 1997                           $     -          $       -      $664,094      $ (12,771)     $ 651,323
------------------------------------------------------------------------------------------------------------------------------

<S>                                                     <C>                               <C>                          <C>
Capital contributions                                   65,000                  -         3,705               -        68,705
Contribution of self-storage facilities in
  exchange for Units                                         -                  -        34,597               -        34,597
Contribution of self-storage facilities in
  exchange for Units - deferred                              -                  -             -               -             -
Redemption of units by conversion to GP stock                -                  -        (1,875)              -        (1,875)
Issuance of Units to employees in
  exchange for notes receivable                              -                  -             -           1,382         1,382
Net income                                                   -                  -        67,932               -        67,932
Distributions                                                -                  -       (77,265)              -       (77,265)
Adjustment to reflect limited partners' equity
  interest at redemption value                               -                  -        (7,956)              -        (7,956)
------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1998                            65,000                  -       683,232         (11,389)      736,843
------------------------------------------------------------------------------------------------------------------------------
Capital contributions                                        -                  -        12,000               -        12,000
Contribution of self-storage facilities in
  exchange for Units                                         -                  -         4,948               -         4,948
Contribution of self-storage facilities in
  exchange for Units - deferred                              -                  -         1,000               -         1,000
Redemption of units by conversion to GP stock                -                  -        (9,164)              -        (9,164)
Issuance of Units to employees in
  exchange for notes receivable                              -                  -             -              21            21
Net income                                                   -                  -        72,291               -        72,291
Distributions                                                -                  -       (84,748)              -       (84,748)
Deferred compensation                                        -               (517)            -               -          (517)
Repurchase of Units                                          -                  -        (7,228)              -        (7,228)
Warrants issued to GP                                        -                  -           666               -           666
Adjustment to reflect limited partners' equity
  interest at redemption value                               -                  -        10,358               -        10,358
------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999                            65,000               (517)      683,355         (11,368)      736,470
------------------------------------------------------------------------------------------------------------------------------

Capital contributions                                        -                  -         9,623               -         9,623
Contribution of self-storage facilities in
  exchange for Units                                         -                  -           203               -           203
Contribution of self-storage facilities in
  exchange for Units - deferred                              -                  -         1,000               -         1,000
Redemption of units by conversion to GP stock                -                  -        (8,851)              -        (8,851)
Issuance of Units to employees in
  exchange for notes receivable                              -                  -             -              58            58
Net income                                                   -                  -        70,130               -        70,130
Distributions                                                -                  -       (84,916)                      (84,916)
Deferred compensation                                        -                265             -               -           265
Repurchase of Units                                          -                  -       (34,860)              -       (34,860)
Adjustment to reflect limited partners' equity
  interest at redemption value                               -                  -         1,988               -         1,988
------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2000                          $ 65,000        $      (252)     $637,672       $ (11,310)    $ 691,110
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
       See Notes to Consolidated Financial Statements

                                       28
<PAGE>

SUSA Partnership, L.P.

Notes to Consolidated Financial Statements

NOTE 1 ORGANIZATION

     SUSA Partnership,  L.P. (the "Company and the  "Partnership") was formed by
Storage USA, Inc. (the "GP"), general partner and holder of approximately 89% of
the interest  therein,  to acquire,  develop,  construct,  franchise and own and
operate  self-storage  facilities  throughout  the  United  States.  The  GP  is
structured as an umbrella partnership real estate investment trust ("UPREIT") in
which   substantially  all  of  the  GP's  business  is  conducted  through  the
Partnership.  Under this structure,  the Company is able to acquire self-storage
facilities  in  exchange  for  units  of  limited  partnership  interest  in the
Partnership  ("Units"),  permitting  the sellers to partially  defer taxation of
capital gains. Under the terms of the of the partnership agreement, all proceeds
from the issuance of common stock by the GP are  contributed to the  Partnership
in exchange for Units. At December 31, 2000 and 1999,  respectively,  the GP had
an approximate 88.8% and 88.4% partnership interest in the Partnership.
    In 1996,  the Company formed  Storage USA Franchise  Corp  ("Franchise"),  a
Tennessee  corporation.  As of December 31, 2000, the Partnership  owned 100% of
the non-voting common stock of Franchise. The Partnership accounts for Franchise
under the  equity  method  and  includes  its share of the  earnings  or loss of
Franchise in Other Income.  On January 2, 2001, the Company  acquired all of the
outstanding voting stock of Franchise. Accordingly, the Company will consolidate
Franchise for accounting purposes beginning in 2001.
    At  December  31,  2000,  the Company  owned and  managed  533  self-storage
facilities containing  approximately 36,015,000 square feet located in 31 states
and the District of Columbia.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
     The consolidated  financial  statements include the accounts of the Company
and SUSA  Management.  All  intercompany  balances  and  transactions  have been
eliminated.  The Company  accounts  for  Franchise  under the equity  method and
includes its share of the earnings or loss of Franchise in Other Income.

Use of Estimates in Preparation of Financial Statements
     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported amounts of assets,  liabilities,  revenues
and expenses and disclosure of contingent assets and liabilities. Actual results
could differ from those estimates.

Segment Reporting
     The "Property  Operations" division is responsible for the operation of the
Company's owned and managed facilities.  Property Operations represents the only
reportable  segment of the  Company.  Performance  for the  division is measured
through  evaluating total property revenues and property  expenses  exclusive of
general and  administrative  expenses and depreciation and amortization.  All of
the Company's facilities are located in the United States.

 Federal Income Taxes
     No provision for income taxes is provided  since all taxable income or loss
or tax credits are passed through to the partners.

     The GP operates  so as to qualify to be taxed as a Real  Estate  Investment
Trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code").
Generally,  a REIT that complies with the Code and  distributes  at least 95% of
its  taxable  income  to  its  shareholders  does  not  pay  federal  tax on its
distributed income. Therefore, the statement of operations contains no provision
for federal income taxes relating to the GP.

Cash and Cash Equivalents
     The Company  considers all highly liquid debt  instruments  purchased  with
maturity of three months or less to be cash equivalents.

Revenue Recognition
     Rental  income is recorded when due from  tenants.  Rental income  received
prior to the  start of the  rental  period is  deferred  and  included  in rents
received in advance.



                                       29
<PAGE>

Rental and Other Property Income
     Rental and other  property  income  consists  of rental  income  plus other
income from property specific  activities (rental of floor and storage space for
locks and  packaging  material,  truck  rentals  and ground  rents for  cellular
telephone antenna towers and billboards). A summary of these amounts follows:

                                           For the years ended December 31,
                                        ----------------------------------------
(in thousands)                                 2000          1999          1998
--------------------------------------------------------------------------------
Rental Income                             $ 254,375     $ 243,185     $ 217,286
Other Property Specific Income                4,248         4,116         2,919
--------------------------------------------------------------------------------
Total Rental and Other Property Income    $ 258,623     $ 247,301     $ 220,205
--------------------------------------------------------------------------------

Service Income
     Service income consists of revenue derived from providing services to third
parties and related joint  ventures.  These  services  include the management of
self-storage  facilities,  as  well  as  general  contractor,   development  and
acquisition  services provided to the General Electric Capital  Corporation ("GE
Capital")   Development  and  Acquisition   Ventures  ("GE  Capital  Ventures").
Commencing  with  the  third  quarter  of 2000,  general  contractor  fees  were
recognized as income to Franchise. Below is a summary of service income:

                                         For the years ended December 31,
                                      ----------------------------------------
(in thousands)                               2000          1999          1998
------------------------------------------------------------------------------
Management fees                           $ 2,904       $ 2,055       $ 1,079
General Contractor fees                       633             -             -
Development fees                              848             -             -
Acquisition fees                              403             -             -
------------------------------------------------------------------------------
Total service income                      $ 4,788       $ 2,055       $ 1,079
------------------------------------------------------------------------------

Other Income
     Other income  consists solely of the Company's  proportionate  share of the
net income/(loss) of equity investments  including joint ventures and Franchise,
as outlined below:

                                        For the years ended December 31,
                                     ----------------------------------------
(in thousands)                              2000          1999          1998
-----------------------------------------------------------------------------
Fidelity joint venture                   $ 1,417         $ 851          $  -
GE joint ventures                           (538)            -             -
Franchise                                   (290)          457           297
Other ventures                               508           547           133
-----------------------------------------------------------------------------
Total other income                       $ 1,097       $ 1,855         $ 430
-----------------------------------------------------------------------------

Interest Expense, net
     Interest  income and expense are netted together and the breakout of income
and expense is as follows:

                                      For the years ended December 31,
                                   ----------------------------------------
(in thousands)                            2000          1999          1998
---------------------------------------------------------------------------
Interest income                       $ 13,413      $ 13,078       $ 8,660
Interest expense                       (58,650)      (54,375)      (45,239)
---------------------------------------------------------------------------
Interest expense, net                $ (45,237)    $ (41,297)    $ (36,579)
---------------------------------------------------------------------------

    Interest is  capitalized  during the period of  construction  on accumulated
investments relating to the development of certain qualifying properties. During
2000,  1999,  and 1998,  total cash paid by the Company for  interest  was $65.3
million,  $55.5 million,  and $41.6 million,  respectively,  which includes $5.0
million,  $4.4 million,  and $3.5 million,  which was capitalized in 2000, 1999,
and 1998, respectively.



                                       30
<PAGE>

Interest Rate Management Agreements
     The  Company   periodically  enters  into  interest  rate  risk  management
agreements  including  interest rate swaps and caps to manage interest rate risk
associated with anticipated debt transactions and with its variable rate line of
credit.  No such agreements were  outstanding as of December 31, 2000. Gains and
losses, if any, on these  transactions are deferred and amortized over the terms
of the related debt as an adjustment to interest  expense.  Any up-front premium
is amortized  over the  effective  period of the  corresponding  agreement as an
adjustment to interest  expense.  Changes in the fair value of the interest rate
risk management  agreements are not recognized in the financial  statements.  In
the event that any corresponding anticipatory transaction is no longer likely to
occur,  the Company would mark the derivative to market and would  recognize any
adjustment in the  consolidated  statement of  operations.  The Company does not
enter into interest rate risk  management  agreements for trading or speculative
purposes.

Investment in Storage Facilities
     Storage facilities are recorded at cost. Depreciation is computed using the
straight line method over  estimated  useful lives of 40 years for buildings and
improvements,  and three to ten years for  furniture,  fixtures  and  equipment.
Expenditures for significant  renovations or improvements that extend the useful
life of assets are  capitalized.  Repairs and maintenance  costs are expensed as
incurred.  Certain costs,  principally payroll,  directly related to real estate
development, are capitalized.  Upon disposition,  both the asset and accumulated
depreciation accounts are relieved,  and the related gain or loss is credited or
charged to the income statement.
    If there is an event or a change in  circumstances  that  indicates that the
basis of the Company's property may not be recoverable,  the Company's policy is
to assess any impairment of value.  Impairment is evaluated based upon comparing
the sum of the expected  future cash flows  (undiscounted  and without  interest
charges)  to the  carrying  value of the  asset.  If the cash  flow is less,  an
impairment loss is recognized for the amount by which the carrying amount of the
asset exceeds the fair value of the asset.

Minority Interest
     Minority interest  reflects the ownership  interest of the limited partners
in several  facilities  in which the  Partnership  is the general  partner.  The
limited  partners'  share of the net  income of the  Partnership  is  charged to
minority interest expense and increases the Company's  liability.  Distributions
to the limited partners reduce the Company's liability.

Reclassifications
     Certain  previously  reported amounts have been  reclassified to conform to
the current  consolidated  financial  statement  presentation  with no impact on
previously reported net income or shareholders' equity.


NOTE 3 INVESTMENTS IN STORAGE FACILITIES

     Investments  in storage  facilities  consisted of the following at December
31,

                                                      2000             1999
----------------------------------------------------------------------------
(in thousands)
Land                                             $ 418,507        $ 402,033
Buildings and improvements                       1,197,701        1,143,786
Tenant improvements                                  7,338            1,036
Furniture, fixtures and equipment                   42,525           34,167
Development in progress, including
land                                                44,654           89,870
----------------------------------------------------------------------------
Total                                            1,710,725        1,670,892
Less: accumulated depreciation                    (132,527)         (94,538)
----------------------------------------------------------------------------
                                                $1,578,198       $1,576,354
----------------------------------------------------------------------------


     The above cost balances include facilities  acquired through capital leases
of $31.5  million at December  31, 2000 and $31.3  million at December 31, 1999.
Also  included  above is $22.8 million at December 31, 2000 and $11.8 million at
December  31, 1999 of  corporate  office  furniture  and  fixtures.  Accumulated
depreciation  associated with the facilities acquired through capital leases was
$1.4 million at December 31, 2000 and $771 thousand at December 31, 1999.


                                       31
<PAGE>

     The following summarizes activity during the periods:

--------------------------------------------------------------------------------
(in thousands)
Cost:
Balance at December 31, 1998                                     $    1,616,215
Property Acquisitions                                                    86,879
Land acquisitions and joint venture development                          71,004
Facility expansions                                                         529
Improvements and other                                                   16,723
Properties exchanged/disposed                                          (120,458)
--------------------------------------------------------------------------------
Balance at December 31, 1999                                     $    1,670,892
--------------------------------------------------------------------------------
Property Acquisitions                                                    18,883
Land acquisitions and joint venture development                          37,398
Facility expansions                                                       4,975
Improvements and other                                                   14,357
Properties exchanged/disposed                                           (35,780)
--------------------------------------------------------------------------------
Balance at December 31, 2000                                     $    1,710,725
--------------------------------------------------------------------------------

Accumulated Depreciation:
Balance at December 31, 1998                                      $      73,496
Additions during the period                                              33,625
Properties exchanged/disposed                                           (12,583)
--------------------------------------------------------------------------------
Balance at December 31, 1999                                      $      94,538
Additions during the period                                              38,062
Properties exchanged/disposed                                               (73)
--------------------------------------------------------------------------------
Balance at December 31, 2000                                      $     132,527
--------------------------------------------------------------------------------

NOTE 4 ADVANCES AND INVESTMENT IN REAL ESTATE


Advances
     During  1997,   the  Company  began  offering   construction   advances  to
franchisees  of Franchise to fund the  development  of  franchised  self-storage
facilities. The loans are collateralized by the property and have a term of four
years.  Interest  only is due on the loans  during  the first  two  years,  with
amortization  of  principal  commencing  in the third  year based upon a 25-year
schedule.  Accordingly,  limited  principal is repaid during the loan term.  The
Company will advance the funds for  construction  and start-up costs at a market
interest rate based on a spread over the 30-day LIBOR rate or the prime rate and
adjusted monthly.  Typically  advances represent 70%-90% of the anticipated cost
of the  project  at the prime  rate plus one half to one  percentage  point.  In
consideration  for  coordinating the financing as well as other value derived by
the franchisee, Franchise typically receives an equity interest in the facility.
The equity  interest  typically  allows  Franchise to share in 40% to 45% of the
positive cash flows of the facility,  and if sold, the sale of the facility. Due
to the Company's equity  participation in the underlying  projects  (through its
97.5% economic  interest in Franchise) all related  activity is being  accounted
for as direct  investments in and advances to real estate joint  ventures,  with
current guidance regarding the appropriate  recognition of projects' profits and
losses being  followed by the Company.  As of December 31, 2000,  the Company is
committed to advance an additional $8.0 million for similar  construction loans.
Based upon management assessment of current and historical loss experience, loan
portfolio trends,  prevailing  economic and business  conditions,  specific loan
review and other relevant factors,  the need for impairment  reserves associated
with these advances is considered.  No such allowances have been  established as
of December 31, 2000 and 1999. The table below  summarizes  certain  information
related to these advances:

                                                             December 31,
                                             -----------------------------------
(in thousands)                                           2000              1999
--------------------------------------------------------------------------------
Advances (collateralized by first mortgages)        $ 111,476         $ 117,022
Interest rates at end of period                   8.00%-10.50%      8.25%-10.00%
W/A interest rate during period (1)                      9.86%             8.50%
--------------------------------------------------------------------------------

(1) W/A = Weighted average

     Scheduled maturities of advances outstanding at December 31, 2000 are $10.6
million in 2001,  $38.3 million in 2002,  $55.2 million in 2003 and $7.4 million
thereafter.  Some of these loans can be extended for an  additional  year at the
option of the franchisee.

                                       32
<PAGE>

Joint Ventures
Fidelity Venture
     On  June  7,  1999,  the  Company  formed  a joint  venture  with  Fidelity
Management Trust Company (the "Fidelity  Venture").  The Company  contributed 32
self-storage  facilities  with a fair value of $144.0  million  to the  Fidelity
Venture in return for a 25% interest and cash proceeds of  approximately  $131.0
million,  representing  Fidelity  Management Trust Company's 75% interest in the
joint  venture and the  Company's  proportionate  share of proceeds from a $93.6
million non-recourse note obtained by the joint venture. The note is secured and
has a fixed interest rate of 7.76%.  The Company  accounts for its investment in
the Fidelity  Venture under the equity method.  The Company's  original basis in
the Fidelity Venture was equal to 25% of the Company's  historical cost basis in
the self-storage facilities of approximately $91.2 million, less the approximate
$23.4  million in debt  proceeds  distributed  from the joint  venture.  A $37.1
million gain on the  transaction,  net of disposition  costs, was deferred until
such time the Company  disposes of its interest in the  Fidelity  Venture or the
underlying  properties are sold. Under the terms of the venture agreement,  cash
flow from  operations and liquidation of the venture will be distributed to each
member  based on its  proportionate  equity  interest.  The Company  manages the
Fidelity Venture and continues to operate all of the venture's assets for a fee.
     The Company  recognized  $1.4 million in equity  earnings from the Fidelity
Venture  and $1.4  million  in  management  fees  for  operating  the  venture's
properties in 2000,  compared to $845 thousand and $780 thousand,  respectively,
in 1999. As of December 31, 2000 and 1999,  the Company had a recorded  negative
investment  balance in the Fidelity  Venture of $300  thousand and $175 thousand
respectively.  The following  table  summarizes  certain  financial  information
related to the Fidelity Venture:

                                                        December 31,
                                         -------------------------------
(in thousands)                                      2000           1999
------------------------------------------------------------------------
Income Statement:
Property revenues                                $23,017        $12,847
Property expenses                                  7,566          3,939
Net Operating Income                              15,451          8,908
Net income                                         5,666          3,381
Balance Sheet:
Total assets                                    $147,918       $149,475
Total debt                                        91,768         92,976
------------------------------------------------------------------------

GE Capital Corp Ventures
     On December 1, 1999,  the Company formed two joint ventures with GE Capital
providing for a total  investment  capacity of $400 million for acquisitions and
development of  self-storage  facilities.  The Company has a 25% interest in the
$160  million  Development  Venture  and a 16.7%  interest  in the $240  million
Acquisition  Venture.  All of  the  properties  acquired  and  developed  by the
ventures will be operated by the Company under a five-year  management contract.
In  addition  to the  property  management,  the Company  will  provide  certain
fee-based services for the ventures,  including identifying suitable development
and  acquisition  opportunities  and general  contractor  services.  The Company
accounts for these joint ventures under the equity method of accounting.
     During the first  quarter of 2000,  the Company  transferred  nine projects
that were in  various  stages of  development  into the GE  Capital  Development
Venture,  representing  projected  aggregate  total costs of $53.0 million.  The
projects were  transferred to the  Development  Venture at the Company's cost of
$26.0  million.  The Company  received  $19.9  million in cash,  and recorded an
investment in the venture of $6.5 million, representing a 25% interest.
     On February 14, 2000,  the  Development  Venture  closed on a debt facility
with a commercial bank. Under the facility,  the Development  Venture can borrow
up to 50% of the cost of each project. The borrowings are supported by mortgages
which  are   non-recourse  to  the  joint  venture   partners,   except  for  an
environmental  indemnification  and construction  completion  guaranty that SUSA
Partnership,  L.P. will provide.  The facility bears interest at various spreads
over the Eurodollar  Rate. As of December 31, 2000, the Development  Venture had
six properties open and operating and three in design and construction.
     During  the  second  quarter,  the  Acquisition  Venture  closed  on a debt
facility with a group of commercial banks. Under this facility,  the Acquisition
venture can borrow up to 50% of the lesser of the cost or appraised value of the
acquired  properties.  The  facility is secured by those  properties,  and bears
interest at various  spreads over LIBOR.  The Acquisition  Venture  acquired six
self-storage  facilities during 2000 for a cost of approximately  $45.2 million.
Four of the properties are located in Chicago, two in New York City.
     In connection with the closing of these joint ventures, GE Capital received
warrants for the purchase of 1.25 million shares of the GP's common stock at $42
per share.  These  warrants  may be  exercised  at any time  within a  five-year
period.  There were also investment advisory fees incurred in the closing of the


                                       33
<PAGE>

GE  Capital  Ventures.  A total of $3.2  million  has been  paid,  $1.7  million
relating to the GE Development  Venture,  and $1.5 million to the GE Acquisition
Venture.  These amounts are included in the Company's recorded investment in the
joint ventures.
     The  Company has  recognized  during 2000  certain  fees  related to the GE
Capital Ventures as summarized below:

(in thousands)
------------------------------------------------------------
General contractor fees                              $1,018
Development fees                                        848
Acquisition fees                                        403
Management fees                                         159
------------------------------------------------------------
                                                     $2,428
------------------------------------------------------------

     $385 thousand of the general contractor fees was earned by Franchise.
     The Company  recognized $287 thousand in equity earnings losses from the GE
Capital  Ventures  for 2000,  as well as $251  thousand in  additional  expenses
relating to the  amortization  of the difference  between the Company's cost and
the underlying  equity in the Ventures' net assets.  As of December 31, 2000 and
1999, the Company had a combined  recorded  investment of $20.8 million and $2.7
million,   respectively,  in  the  GE  Capital  Ventures.  The  following  table
summarizes certain financial  information related to the Ventures as of December
31, 2000:

                                Development       Acquisition       Total GECC
(in thousands)                      Venture           Venture         Ventures
-------------------------------------------------------------------------------
Income Statement:
Property revenues                     $ 423           $ 2,332          $ 2,755
Property expenses                       662             1,116            1,778
Net Operating Income                   (240)            1,215              975
Net income                             (789)              106             (683)
Balance Sheet:
Total assets                       $ 42,475          $ 50,707          $93,182
Total third party debt               19,727            15,143           41,942
-------------------------------------------------------------------------------

Other Ventures
     The Company has equity interests in several single facility joint ventures.
As of December 31, 2000 and 1999, the Company had a combined recorded investment
balance  in the  other  joint  ventures  of $207  thousand  and  $650  thousand,
respectively.


NOTE 5 OTHER ASSETS

     Other assets consist of the following at December 31:

(in thousands)                                            2000             1999
--------------------------------------------------------------------------------
Deposits                                              $  4,449         $  4,147
Accounts receivable                                      4,192            4,855
Mortgages receivable                                     4,019            4,449
Notes receivable                                         6,389            7,445
Other receivables                                        8,237            4,988
Advancements and investments in Franchise                9,464           13,906
Deferred costs of issuances of unsecured notes
   (net of amortization)                                 8,291           10,006

Other                                                    6,345            6,824
--------------------------------------------------------------------------------
                                                      $ 51,386         $ 56,620
--------------------------------------------------------------------------------

      Deferred  financing costs are amortized using the interest method over the
terms of the related debt.


                                       34
<PAGE>

NOTE 6 BORROWINGS

     The following is a debt maturity schedule as of December 31, 2000:
<TABLE>
<CAPTION>
(in thousands)                             2001        2002          2003         2004         2005    Thereafter
------------------------------------------------------------------------------------------------------------------
<S>                                       <C>          <C>      <C>              <C>          <C>       <C>
Notes payable                             $   -        $  -     $ 100,000        $   -        $   -     $ 500,000
Mortgage note payables                    1,461       1,607         1,769       23,461        4,911        28,166
Non-interest bearing notes                5,150           -             -            -            -             -
------------------------------------------------------------------------------------------------------------------
Total payments due                      $ 6,611     $ 1,607     $ 101,769     $ 23,461      $ 4,911     $ 528,166
</TABLE>


Notes Payable
     The Partnership has issued various senior unsecured notes (the "Notes") due
on  various  dates.  The Notes are  redeemable  at any time at the option of the
Partnership in whole or in part, at a redemption  price equal to the sum of: (a)
the principal  amount of the Notes being redeemed plus accrued interest or (b) a
"make-whole"  amount as more fully defined in the Notes'  prospectus.  The Notes
are not subject to any mandatory sinking fund and are an unsecured obligation of
the Partnership.  The Notes contain various covenants  restricting the amount of
secured and  unsecured  indebtedness  the  Partnership  may incur.  The amounts,
maturities and interest rates of the notes are as follows:

       December 31,
---------------------------
        2000          1999                 Maturity         Interest
---------------------------------------------------------------------
(in thousands)
   $ 100,000     $ 100,000           November, 2003            7.13%
     100,000       100,000               July, 2006            6.95%
     100,000       100,000           December, 2007            7.00%
     100,000       100,000               June, 2017            8.20%
     100,000       100,000               July, 2018            7.45%
     100,000       100,000           December, 2027            7.50%
---------------------------------------------------------------------
   $ 600,000     $ 600,000

     The proceeds from the issuances of the Notes were used to fund the purchase
of  acquisitions  and repay debt incurred  under the revolving  lines of credit,
which are used to finance the  acquisition  of  self-storage  facilities and for
working capital.

Line of Credit Borrowings

(in thousands)                                             2000            1999
--------------------------------------------------------------------------------
Total lines of credit at December 31                   $240,000        $240,000
Borrowings outstanding at December 31                  $168,333        $105,500
Weighted average daily borrowing
  during the year                                      $156,093         $93,122
Maximum daily borrowing during
  the year                                             $194,283        $123,093
Weighted average daily interest rate
  during the year                                          7.68%           6.39%
--------------------------------------------------------------------------------

     During 1999,  the Company  renegotiated  its existing line of credit with a
group of commercial  banks,  expanding the borrowing  capacity under the line to
$200  million  and  extending  the  maturity  to May 25,  2002.  This line bears
interest at various  spreads over LIBOR based on the  Company's  long-term  debt
ratings. At December 31, 2000, the Company also had a $40 million line of credit
with a commercial  bank. The line bears interest at spreads over LIBOR,  matures
on July 1, 2001 and is renewable at that time.  Neither of these agreements have
compensating balance requirements.  The agreement imposes several limitations on
the  Company.  The most  restrictive  of these  requires the Company to maintain
minimum  levels of debt service  coverage and limits the level of the  Company's
total borrowings as a percentage of its assets.


                                       35
<PAGE>

<TABLE>
Mortgage Notes Payable
     Mortgage notes payable consist of the following at December 31:
<CAPTION>
2000
-----------------------------------------------------------------------------------------------------
                                              Face           Assets       Maturity     Interest Rate
(in thousands)                              Amount       Encumbered          Range             Range
-----------------------------------------------------------------------------------------------------
<S>                                        <C>             <C>           <C>  <C>       <C>    <C>
Conventional fixed rate                    $56,152         $146,044      2000-2021      8.1% - 11.5%
Conventional variable rate                   5,223           11,244      2006-2016       7.9% - 9.0%
-----------------------------------------------------------------------------------------------------
                                           $61,375         $157,288
Total Premiums                               5,470
---------------------------------------------------
Mortgage notes payable                     $66,845


1999
-----------------------------------------------------------------------------------------------------
                                              Face           Assets       Maturity     Interest Rate
(in thousands)                              Amount       Encumbered          Range             Range
-----------------------------------------------------------------------------------------------------
Conventional fixed rate                    $58,318         $145,287      2000-2021      8.1% - 11.5%
Conventional variable rate                   5,332           11,244      2006-2016       7.9% - 9.0%
-----------------------------------------------------------------------------------------------------
                                           $63,650         $156,531
Total Premiums                               6,513
---------------------------------------------------
Mortgage notes payable                     $70,163
</TABLE>

     Certain  mortgages were assumed at above market  interest  rates.  Premiums
were recorded upon  assumption and amortized  using the interest method over the
terms of the related debt.
<TABLE>
Other Borrowings
<CAPTION>
                                                        2000                                          1999
                                    -------------------------------------------------------------------------------------------
(in thousands)                         Face Amount    Carry Value    Imputed Rate    Face Amount    Carry Value   Imputed Rate
-------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>               <C>         <C>             <C>              <C>
Non-interest bearing notes                 $ 5,150        $ 4,902           7.50%       $  9,150        $ 8,365          7.50%
Deferred units                              11,000         10,005           7.50%         12,000         10,256          7.50%
Capital Leases                                   -         23,897           7.50%              -         23,832          7.50%
                                    -------------------------------------------------------------------------------------------
</TABLE>

     During 1998,  the Company  issued $15.2 million of unsecured,  non-interest
bearing  notes in exchange for interest in  self-storage  facilities.  The notes
were issued at various  maturities  through 2001.  The Company also  consummated
deferred  unit  agreements  totaling  $13.0  million in exchange for interest in
self-storage facilities. The agreements have various maturities through 2002, at
which time units of limited  partnership  interest  in the  Partnership  will be
issued to satisfy  the  agreements.  During  1998,  the  Company  signed a lease
agreement on several self-storage  facilities.  The lease is being accounted for
as a capital lease.  An initial  deposit of $7.6 million was made at the time of
closing and minimum  lease  payments  totaling  $9.2 million will be paid to the
lessor  through  2003 at which time the Company  has the option to purchase  the
facilities for $29.0  million.  If the Company does not exercise this option the
Lessor has the option to sell the  facilities to the Company for $29.3  million.
Minimum lease payments broken out between principal and interest by maturity are
shown below.

(in thousands)                                 2001        2002         2003
-----------------------------------------------------------------------------
Principal                                      $121        $296      $23,480
Interest                                     $1,788      $1,772       $1,168
-----------------------------------------------------------------------------
Minimum lease payment                        $1,909      $2,068      $24,648


                                       36
<PAGE>

<TABLE>
NOTE 7 INCOME PER UNIT

     Basic and diluted  income per common  unit is  calculated  by dividing  net
income  attributed to common  unitholders by the  appropriate  weighted  average
common units as presented in the following table:
<CAPTION>

                                                                     For the Year Ended December 31,
                                                           ----------------------------------------------
(dollars and units in thousands)                                   2000             1999            1998
---------------------------------------------------------------------------------------------------------
Basic net income per common unit:
<S>                                                           <C>              <C>             <C>
   Net income attributable to common unitholders              $  70,130        $  72,291       $  67,932
   Basic weighted average common units outstanding               30,833           31,602          31,137
---------------------------------------------------------------------------------------------------------
   Basic net income per common unit                           $    2.27        $    2.29       $    2.18

Diluted net income per common unit:
   Net income attributable to common unitholders              $  70,130        $  72,291       $  67,932

   Basic weighted average common units outstanding               30,833           31,602          31,137
   Dilutive effect of GP stock options                              117               70             126
---------------------------------------------------------------------------------------------------------
   Diluted weighted average common units outstanding             30,950           31,672          31,263
---------------------------------------------------------------------------------------------------------
   Diluted net income per common unit                         $    2.26        $    2.28       $    2.17
</TABLE>


NOTE 8 FINANCIAL INSTRUMENTS

     The Company's carrying amounts and fair value of its financial  instruments
were as follows as of December 31:
<TABLE>
<CAPTION>
                                                               2000                              1999
                                                ---------------------------------------------------------------------
(in thousands)                                       Carrying value     Fair value     Carrying value     Fair value
---------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>                <C>            <C>
Cash and cash equivalents                                  $  5,045       $  5,045           $  1,699       $  1,699
Advances(collateralized by first mortgage)                  111,476        111,476            117,022        117,022
Line of credit borrowings                                   168,333        168,333            105,500        105,500
Mortgage notes payable                                       66,845         66,304             70,163         70,163
Notes payable                                               600,000        559,381            600,000        584,457
---------------------------------------------------------------------------------------------------------------------
</TABLE>


     The  Company,  in  determining  the fair values set forth  above,  used the
following methods and assumptions:

Advances
     Advances  accrue  interest  based on a spread over the 30-day LIBOR rate or
the prime rate and  adjusted  monthly  and  therefore  fair  value  approximates
carrying value.

Mortgage and Notes Payable and Line of Credit Borrowings
     The Company's line of credit borrowings bear interest at variable rates and
therefore cost approximates fair value. The fair value of the mortgage and notes
payable  were  estimated  using  discounted  cash  flow  analysis,  based on the
Company's current incremental  borrowing rate at December 31, 2000 and 1999, for
similar types of borrowing arrangements.


                                       37
<PAGE>

NOTE 9 COMMITMENTS AND CONTINGENCIES


Lease Agreements
     The Company has various lease  agreements  for office  space.  Total future
minimum rental payments and corresponding  revenues from subtenant  payments are
outlined below:
<TABLE>
<CAPTION>
                                  2001       2002       2003       2004       2005   thereafter
------------------------------------------------------------------------------------------------
(in thousands)
<S>                             <C>        <C>        <C>        <C>        <C>         <C>
Lease payments                  $3,691     $2,988     $2,856     $2,856     $2,914      $28,441
Sublease income                    989        956        855        855        926        8,995
------------------------------------------------------------------------------------------------
                                $2,702     $2,032     $2,001     $2,001     $1,988      $19,446
------------------------------------------------------------------------------------------------
</TABLE>

     Rental expense under these operating  leases  approximated  $2.8 million in
2000,  $1.2 million in 1999,  and $1.0 million in 1998.  Corresponding  sublease
income  totaled $824 thousand in 2000.  There was no sublease  income in 1999 or
1998.

Construction Financing
     The  Company  is  committed  to  advance  an  additional  $8.0  million  in
construction  financing to  franchisees of Franchise as described in Note 4. The
Company is also a limited guarantor on the financing of three open and operating
projects in which  Franchise has either a  partnership  interest or an option to
purchase the facility at various times after completion.  Under the terms of the
guarantee,  the Company has the option, upon notice by the financial institution
of an event which would require  payment by the Company under the guarantee,  of
(a) purchasing the note and all related loan documents  without  recourse or (b)
payment of the  guarantee.  At December 31, 2000,  the Company was  guarantor on
$8.8 million of these financing arrangements, of which $0 was outstanding.

 Redemption of Units
     At December 31, 2000,  there were 3.4 million  Limited  Common  Partnership
Units ("Units") outstanding. Certain Units are redeemable for an amount equal to
their fair market value ($2.6  million  based upon a price per Unit of $31.75 at
December  31,  2000)  payable  by the  Company in cash or by a  promissory  note
payable in  quarterly  installments  over two years with  interest  at the prime
rate. Units held by other Limited Partners are redeemable, at the option of such
Limited Partners, beginning on the first anniversary of their issue, for amounts
equal to the then fair market value of their Units ($106  million  redeemable at
December 31,  2000,  based upon a price per Unit of $31.75 at December 31, 2000)
payable by the  Company in cash or, at the option of the  Company,  in shares of
the GP's common stock at the exchange ratio of one share for each Unit.

NOTE 10 DISTRIBUTIONS (UNAUDITED)

     The Company distributed the following amounts per unit to holders of common
Units during 2000, 1999 and 1998.

                                    2000        1999         1998
------------------------------------------------------------------
Distributions                     $ 2.76      $ 2.68       $ 2.56


NOTE 11 PARTNERS' CAPITAL


Stock-Based Compensation Plan
     The  GP  applies   Accounting   Principles   Board   (APB)25   and  related
interpretations  in  accounting  for  its  stock-based   compensation  plan.  In
accordance  with  SFAS123  "Accounting  for  Stock-Based  Compensation",  the GP
elected  to  continue  to apply  the  provisions  of APB25.  However,  pro forma
disclosures as if the GP adopted the cost recognition  provisions of SFAS123 are
required and are presented below along with a summary of the plan and awards.
     The shareholders of the GP have approved and the GP has adopted the Storage
USA, Inc. 1993 Omnibus  Stock Plan (the "Plan").  The GP has granted  options to
certain GP directors,  officers and key employees to purchase  shares its common
stock at a price  not less  than the  fair  market  value at the date of  grant.
Options  granted to employees  generally  vest over a three to five year period.
There are 4 million shares available to be issued under the Plan.

                                       38
<PAGE>

<TABLE>

     Generally,  the  optionee has up to ten years from the date of the grant to
exercise the options. Plan activity is as follows:
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                                     Number of              Exercise   Weighted average
                                                       options           price range     exercise price
--------------------------------------------------------------------------------------------------------
<S>                                                  <C>             <C>     <C>                 <C>
Options outstanding December 31, 1997                1,503,489       $ 21.75-$40.375             $34.16
Exercisable at end of year                             546,543       $ 21.75-$ 38.25             $26.78
 Granted                                               710,058        $29.50-$40.313             $31.33
 Exercised                                             (56,100)      $ 24.75-$ 31.25             $26.51
 Cancelled                                            (189,102)      $ 24.75-$40.375             $39.23
--------------------------------------------------------------------------------------------------------
Options outstanding December 31, 1998                1,968,345      $ 21.75-$40.3125             $32.87
Exercisable at end of year                             771,982       $21.75-$40.3125             $30.59
 Granted                                               800,129       $27.5625-31.875             $33.09
 Exercised                                             (79,000)        $31.75-$31.00             $24.30
 Cancelled                                             (93,026)      $38.875-$38.875             $38.75
--------------------------------------------------------------------------------------------------------
Options outstanding December 31, 1999                2,596,448      $ 21.75-$40.3125             $31.66
Exercisable at end of year                           1,039,079       $21.75-$40.3125             $32.63
 Granted                                               498,853      $28.3125-$30.875             $28.36
 Exercised                                             (17,188)        $21.75-$29.50             $24.54
 Cancelled                                            (392,841)    $27.5625-$39.4375             $31.97
--------------------------------------------------------------------------------------------------------
Options outstanding December 31, 2000                2,685,272      $ 21.75-$40.3125             $31.07
Exercisable at end of year                           1,206,611       $21.75-$40.3125             $32.52
--------------------------------------------------------------------------------------------------------

     The  following  table  provides  additional  information  about the options
outstanding and exercisable at December 31, 2000:
<CAPTION>
                                          Options outstanding                       Options exercisable
------------------------------------------------------------------------------------------------------------
                                 Outstanding   Weighted average        Weighted       As of        Weighted
Range of                               as of          remaining         average    Dec. 31,         average
exercise prices                Dec. 31, 2000   contractual life  exercise price        2000  exercise price
------------------------------------------------------------------------------------------------------------
$21.7500 - $25.4625                  187,598               3.51        $22.7847     187,598        $22.7847
$25.4626 - $29.1750                1,129,285               9.20        $27.8759     115,968        $27.6146
$29.1751 - $32.8875                  491,889               7.00        $30.1109     293,220        $30.4182
$32.8875 - $36.6000                  271,222               6.71        $35.4779     184,122        $35.6231
$36.6001 - $40.3125                  605,278               6.69        $38.1104     425,703        $37.9840
------------------------------------------------------------------------------------------------------------
                                   2,685,272               7.60        $31.0671   1,206,611        $32.5192
------------------------------------------------------------------------------------------------------------
</TABLE>

     The GP has utilized a Black-Scholes option-pricing model with the following
assumptions in order to estimate the fair value of its stock options:

------------------------------------------------------------------------------
                                              2000         1999          1998
------------------------------------------------------------------------------
Risk-free interest rates                      5.77%        6.35%         4.57%
Estimated dividend yields                     9.26%        8.86%         7.50%
Volatility factors of the expected market
price
  of the GP's common shares                  23.42%       22.80%        20.30%
Expected life of the options (years)
                                                 7            7             7
Weighted average fair value                  $2.36        $3.35         $2.56
------------------------------------------------------------------------------

     The following pro forma  disclosures were computed  assuming the fair value
of the options is amortized to  compensation  expense over the vesting period of
the options:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                                                             2000     1999     1998
------------------------------------------------------------------------------------
(in thousands, except per unit data)
<S>                                                        <C>      <C>      <C>
Pro forma compensation expense                             $1,355   $1,063   $1,202
Pro forma net income attributable to common unitholders   $68,775  $71,228  $66,732
Pro forma basic net income per common unit                  $2.23    $2.25    $2.14
Pro forma diluted net income per common unit                $2.22    $2.25    $2.13
------------------------------------------------------------------------------------
</TABLE>

                                       39
<PAGE>

Employee Stock Purchase and Loan Plan
     As of  December  31,  2000,  the GP had issued 558  thousand  shares of its
common stock under the its 1995 Employee Stock Purchase and Loan Plan.  Pursuant
to the  terms of the  plan,  the GP and  certain  officers  entered  into  stock
purchase  agreements  whereby the  officers  purchased  common stock at the then
current  market price.  The GP provides  100%  financing for the purchase of the
shares  with  interest  rates  ranging  from  5.8% to  9.2%  per  annum  payable
quarterly.  The underlying notes have personal guarantees and are collateralized
by the shares and mature between 2002 and 2007.

Dividend Reinvestment and Stock Purchase Plan
     In 1995, the GP adopted the Dividend  Reinvestment and Stock Purchase Plan.
Under the plan,  the GP offers  holders of its common stock the  opportunity  to
purchase,  through  reinvestment  of dividends or by additional  cash  payments,
additional  shares  of  its  common  stock.  The  shares  of  common  stock  for
participants may be purchased from the GP at the greater of the average high and
low sales price or the average  closing sales price on the investment date or in
the open market at 100% of the  average  price of all shares  purchased  for the
plan.  During 2000 and 1999, 7,603 and 3,813 shares,  respectively,  were issued
under the plan.

Stock Purchase Agreement
     On March 1,  1996,  the GP entered  into a Stock  Purchase  Agreement  with
Security Capital U.S. Realty  (U.S.Realty) to purchase shares of the GP's common
stock. As of December 31, 2000,  U.S.Realty owned 11,765,654  shares of the GP's
common stock,  which represents 43.6% of the outstanding  shares of the Company.
On March 19, 1996, U.S.Realty also executed a Strategic Alliance Agreement and a
Registration  Rights  Agreement with the Company,  which has  subsequently  been
amended. The Strategic Alliance Agreement generally provides that U.S.Realty may
nominate a number of directors to the Company's Board of Directors proportionate
to its ownership of the GP's common stock and provides  certain  restrictions on
further  acquisition  or  sales  of the GP's  common  stock  as well as  certain
restrictions on the GP. On January 16, 2001, SC Realty Corporation,  an indirect
wholly-owned  subsidiary of Security  Capital Group,  Incorporated  acquired all
outstanding shares of the GP's common stock owned by U.S. Realty. As of December
31,  2000,  three  nominees  of  Security  Capital  serve on the  GP's  Board of
Directors. During 2000, the Company paid Security Capital Group, Incorporated or
its affiliates $1.3 million for various services  received by the Company during
the year. The payments  included $1.2 million for investment  advisory  services
and $137 thousand for real estate research and insurance related services.

General Partner Contributions
     In 1997,  the GP issued  2,461,000  shares of common stock for an aggregate
purchase  price of  $90.4  million.  The  proceeds  from  these  issuances  were
contributed to the Partnership in exchange for additional Units. The Partnership
used the net proceeds to repay debt incurred under its revolving lines of credit
to finance the acquisitions of self-storage facilities and for working capital.
     In December of 1999, the GP announced a Board authorized plan to repurchase
up to 5% of its common  shares  outstanding  through  open  market  and  private
purchases.  The plan was completed in 2000, with 1.2 million shares purchased at
a cost of $34.9  million  in 2000,  and 250  thousand  shares  at a cost of $7.2
million  in 1999.  The total 1.4  million  shares  acquired  under the plan were
purchased at an average price of $30 per share,  representing  a total  purchase
price of $42.1 million.

NOTE 12 PREFERRED UNITS

     On November 12, 1998,  the  Partnership  issued  650,000  units of $100 par
value 8.875% Cumulative  Redeemable Preferred  Partnership Units (the "Preferred
Units") valued at $65 million in a private  placement.  The  Partnership has the
right to redeem the  Preferred  Units  after  November  1, 2003 at the  original
capital  contribution plus the cumulative priority return to the redemption date
to the extent not previously  distributed.  The Preferred Units are exchangeable
for 8.875% Series A Preferred  Stock of the GP on or after  November 1, 2008 (or
earlier  upon the  occurrence  of  certain  events)  at the option of 51% of the
holders of the Preferred Units.

NOTE 13 POST EMPLOYMENT BENEFIT PLAN

     The Company  contributes  to a 401(k)  savings  plan (a  voluntary  defined
contribution  plan) for the benefit of  employees  meeting  certain  eligibility
requirements and electing participation in the plan. Each year through 1999, the
Company was obligated to make a matching  contribution on the employee's  behalf
equal to 50% of the  participant's  contribution  to the  plan,  up to 2% of the
participant's compensation.  Additionally,  Company profit sharing contributions
to the plan were  determined  annually by the Company.  Plan  changes  effective
January 1, 2000 eliminate the discretionary  profit sharing  contributions,  but
increase  the  matching  contributions.  The Company is now  obligated to make a
matching  contribution on the employee's behalf equal to 100% of the first 3% of
employee  deferrals  plus 50% of the next 2% (up to 5%),  for a total  potential
match of 4%, if the employee contributes 5%. Company  contributions totaled $2.0
million,  $969  thousand,   and  $661  thousand  during  2000,  1999  and  1998,
respectively.  $571 thousand of the 2000 total reflects additional contributions
relating to a Voluntary  Compliance  Resolution  filed with the I.R.S.  for plan
years 1994 through 1998.



                                       40
<PAGE>

NOTE 14 RECENT ACCOUNTING DEVELOPMENTS

     On February 27, 1998, the AICPA Accounting  Standards  Executive  Committee
(AcSEC) issued Statement of Position 98-1 (SOP 98-1),  "Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use", which is effective
for  fiscal  years  beginning  after  December  15,  1998.  SOP 98-1 sets  forth
guidelines for the capitalization of costs relating to internal-use software. In
connection with the new SOP, the Company capitalized approximately $351 thousand
and $600 thousand of qualifying costs in 2000 and 1999, respectively.
     On June 16, 1998, FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging  Activities"  (SFAS 133),  which is effective for fiscal
years  beginning  after  June 15,  2000.  SFAS 133  establishes  accounting  and
reporting  standards for derivative  instruments and hedging  activities.  Under
this  statement  derivatives  are recognized at fair market value and changes in
fair market value are recognized as gains or losses. The adoption of SFAS 133 is
not expected to have a material  impact on the financial  position or results of
operation of the Company.

NOTE 15 QUARTERLY FINANCIAL DATA (UNAUDITED)

     The following is a summary of quarterly  results of operations for 2000 and
1999:
<TABLE>
<CAPTION>
                                                        First       Second         Third       Fourth
2000                                                  quarter      quarter       quarter      quarter
------------------------------------------------------------------------------------------------------
(in thousands except for per unit data)
<S>                                                   <C>          <C>           <C>          <C>
Revenue                                               $61,886      $65,592       $70,601      $66,429
Net income attributable to common unitholders         $16,584      $17,004       $18,984      $17,558
Basic net income per common unit                        $0.53        $0.55         $0.62        $0.57
Diluted net income per common unit                      $0.53        $0.55         $0.62        $0.56

<CAPTION>

                                                        First       Second         Third       Fourth
1999                                                  quarter      quarter       quarter      quarter
------------------------------------------------------------------------------------------------------
(in thousands except for per unit data)
Revenue                                               $60,667      $63,795       $64,467      $62,282
Net income attributable to common unitholders         $15,551      $18,591       $19,716      $18,433
Basic net income per common unit                        $0.49        $0.59         $0.62        $0.59
Diluted net income per common unit                      $0.49        $0.59         $0.62        $0.58
</TABLE>


NOTE 16 LEGAL PROCEEDINGS

     On July 22, 1999, a purported  statewide class action was filed against the
GP and Partnership in the Circuit Court of Montgomery  County,  Maryland,  under
the style Ralph Grunewald v. Storage USA, Inc. and SUSA Partnership,  L.P., case
no.  201546V,  seeking  recovery  of certain  late fees paid by  tenants  and an
injunction  against  further  assessment  of similar  fees.  The Company filed a
responsive   pleading  on  September  17,  1999,  setting  out  its  answer  and
affirmative defenses. The Company believes that it has defenses to the claims in
the suit and intends to vigorously  defend it. The Plaintiff  filed a Motion for
Partial Summary  Judgment and a Motion for Class  Certification,  but before the
Company was required to respond to these motions, the case was stayed until June
2001.  The stay was  entered  in part  because  of a new  statute  passed by the
Maryland  legislature  relating  to late  fees.  The  constitutionality  of that
statute  has been  challenged  in an  unrelated  litigation  not  involving  the
Company.
     On November 15, 1999, a purported nationwide class action was filed against
the GP and  Partnership  in the Supreme  Court of the State of New York,  Ulster
County,  under the style West 125th Street  Associates,  L.L.C.  v. Storage USA,
Inc.  and SUSA  Partnership,  L.P.,  case no 99-3278,  seeking  the  recovery of
certain late and  administrative  fees paid by tenants and an injunction against
similar fees.  The Company  filed a responsive  pleading on January 28, 2000 and
the case was transferred to New York County, case no. 401589/00. On July 6, 2000
the Plaintiff filed an Amended  Complaint and a Motion for Class  Certification.
On February 6, 2001,  the New York Supreme  Court,  in an oral ruling by Justice
Gammerman, declined to certify either a New York or nationwide class. The ruling
may be appealed by the plaintiffs.
     While the ultimate  resolution  of the two cases  discussed  above will not
have a material adverse effect on the Company's  financial  position,  if during
any period the  potential  contingency  should become  probable,  the results of
operations in such period could be materially affected.
     On March 28, 2000,  separate actions (now  consolidated)  were commenced in
the Supreme Court of the State of New York, New York County,  styled SMB Hochman
Partners,  et al. v. Goldman,  et al., Index No. 601346/00 and Kramer, et al. v.
Goldman, et al., Index No. 601347/00,  by certain limited partnerships and their
limited  partners  relating  to the  sale  to  the  Partnership  of two  storage


                                       41
<PAGE>

facilities  located in Westchester  County,  New York. The  consolidated  action
alleges  fraud and  breach of  fiduciary  duty by the  general  partners  of the
limited  partnerships  in connection  with their  negotiation of the sale of the
facilities on behalf of the limited partnerships. It further alleges that the GP
and the  Partnership  aided and  abetted  the  breach  of  fiduciary  duty.  The
consolidated  action seeks unspecified  compensatory  damages and $25 million in
punitive  damages.  On March 19, 2001,  all parties to the  consolidated  action
released the Company and the GP from any liability  and the actions  against the
Company and the GP have been dismissed with prejudice.



                                       42
<PAGE>

<TABLE>
Schedule III
SUSA Partnership, L.P., Facilities
Real Estate and Accumulated Depreciation
as of December 31, 2000
<CAPTION>

                                                      Initial Cost to SUSA Partnership
                                                    -------------------------------------              Cost of
                                                                              Building &          Improvements
State   Property Name                 Encumbrances                Land          Fixtures    Sub to Acquisition
--------------------------------------------------------------------------------------------------------------------------
<S>     <C>                             <C>                  <C>               <C>                  <C>
  AL    Birmingham/Hwy 280                                     348,919           953,148              95,746
  AL    Birmingham/Palisades Blvd                              571,924         1,546,313              61,259
  AZ    Oracle                                                 587,844         1,595,864           1,628,125
  AZ    East Phoenix                                           370,586         1,021,566             231,060
  AZ    Tempe                                                  878,690         2,389,598             117,348
  AZ    Cave Creek                                             824,369         2,244,177              80,429
  AZ    Alma School                                            785,504         2,162,032              74,426
  AZ    Metro-21st/Peoria-Phoenix                              599,712         1,638,042           1,806,953
  AZ    7th St/Indian Sch-Phoenix                              518,977         1,418,677           1,811,234
  AZ    Phoenix/32nd Street                                  1,346,245         3,670,885              33,291
  AZ    Mesa/Country Club                                      554,688         1,503,241             128,061
  AZ    Mesa/East Main St                 1,405,125            913,783         2,479,293             250,227
  AZ    Phoenix/Bell Road                                    1,312,139         3,547,636             120,222
  AZ    Tucson/S Santa Clara Ave                               542,275         1,486,171             130,164
  AZ    Phoenix/N 43rd Avenue                                1,307,809         3,541,123             274,590
  AZ    Phoenix/N 25th Avenue                                  537,482         1,457,678              94,940
  AZ    Phoenix/2331 W Ind Sch                                 537,759         1,458,428             184,276
  AZ    Mesa/N Power Rd                                        454,601         1,231,582              73,508
  AZ    Chandler/3026 S Ctry Club                              525,840         1,429,081             244,191
  AZ    Tempe/E Southshore Dr             1,150,472            798,272         2,158,290             287,178
  CA    Marina Del Rey                                       1,954,097         5,293,255             142,274
  CA    Campbell                                               989,715         2,684,079             329,612
  CA    Monterey I & II                                      1,556,242         4,223,039             332,676
  CA    Santa Cruz                                           1,036,838         2,812,668             327,137
  CA    Scotts Valley                                          601,093         1,634,485             297,978
  CA    Santa Clara                                          1,362,331         3,738,431             162,921
  CA    Watsonville                                            430,931         1,173,809             267,085
  CA    Point Loma                                           2,135,347         5,777,511             488,968
  CA    Rialto                                                 695,327         1,921,602             157,800
  CA    Yucaipa                                                411,580         1,145,267              37,711
  CA    Fallbrook                                              418,763         1,154,513              84,986
  CA    Hemet                                                  455,585         1,252,504           1,526,514
  CA    San Bernardino/Baseline                              1,220,837         3,325,258             168,336
  CA    Colton                                                 514,276         1,425,550             141,854
  CA    San Marcos                                             318,260           879,411              91,300
  CA    Capitola                                               827,352         2,283,337              87,153
  CA    Oceanside                                            1,236,627         3,383,435              86,640
  CA    San Bernardino/Waterman                                708,661         1,941,602             232,833
  CA    Santee                                                 879,599         2,382,970             282,392
  CA    Santa Ana                                            1,273,489         3,456,542              73,645
  CA    Garden Grove                                         1,137,544         3,087,956              97,923
  CA    City of Industry                                       899,709         2,453,012             130,860
  CA    Chatsworth                                           1,740,975         4,744,309             170,545
  CA    Palm Springs/Tamarisk                                  816,416         2,229,985             149,621
  CA    Moreno Valley                                          413,759         1,142,629             196,407
  CA    San Bern/23rd St                                       655,883         1,803,082             113,187
  CA    San Bern/Mill Ave                                      368,526         1,023,905             106,460
  CA    Highlands                                              626,794         1,718,949              54,207
  CA    Redlands                                               673,439         1,834,612             275,890
  CA    Palm Springs/Gene Autry                                784,589         2,129,022              63,296
  CA    Thousand Palms                                         652,410         1,831,765           2,427,094
  CA    Salinas                                                622,542         1,731,104              83,376
  CA    Whittier                                               919,755         2,516,477             131,636
  CA    Florin/Freeport-Sacramento                             824,241         2,262,310             162,718
</TABLE>



                                       43
<PAGE>

<TABLE>
<CAPTION>

<S>     <C>


  CA    Sunrise/Sacramento                                     819,025         2,231,500             144,617
  CA    Santa Rosa                                           1,351,168         3,669,084             136,936
  CA    Huntington Beach                                       838,648         2,309,309             265,051
  CA    La Puente/Valley Blvd                                  992,211         2,710,041              90,631
  CA    Huntington Bch II/McFadden                           1,050,495         2,846,043             149,498
  CA    Hawaiian Gardens/Norwalk                             1,956,411         5,353,015             133,643
  CA    Sacramento/Auburn Blvd                                 666,995         1,808,847             281,620
  CA    Vacaville/Bella Vista                                  680,221         1,873,594              39,330
  CA    Sacramento/Perry                                       452,480         1,225,139              98,132
  CA    Cypress/Lincoln Avenue                                 795,173         2,178,391              48,868
  CA    Hollywood/N Vine St                                  1,736,825         4,735,794              84,158
  CA    Los Angeles/Fountain Ave          1,747,588            835,269         2,318,852             298,262
  CA    Long Beach/W Wardlow Rd                                988,344         2,714,905              76,842
  CA    Riverside/Arlington Ave                                596,109         1,676,348             210,703
  CA    Orange/S Flower St                                   1,563,079         4,245,104           2,093,305
  CA    Huntington Bch/Warner Ave                            3,308,574         8,976,395             174,769
  CA    Anaheim/W Penhall Way                                  977,584         2,664,764              83,619
  CA    Santa Ana/W Fifth St                                   760,131         2,109,283              88,278
  CA    Long Beach/E Carson St                               1,485,186         4,033,235             171,823
  CA    Long Beach/W Artesia Blvd                            2,025,400         5,552,032             156,696
  CA    El Segundo/El Segundo Blv                            2,065,840         5,598,384             188,920
  CA    Gardena/E Alondra Blvd                               1,080,093         2,944,755              61,716
  CA    Pico Rivera/E Slauson Ave                            1,823,075         4,954,864             144,501
  CA    Whittier/Comstock                                    1,230,548         3,346,862             234,657
  CA    Baldwin Park/Garvey Ave                                568,380         1,552,405              69,467
  CA    Glendora/E Arrow Hwy                                   873,562         2,378,316              73,612
  CA    Pomona/Ridgeway                                        810,109         2,242,407             254,764
  CA    Riverside/Fairgrounds St                               675,019         1,867,609              78,445
  CA    Cathedral City/E Ramon Rd                            1,485,254         4,047,848             176,876
  CA    Palm Springs/Radio Road                              1,011,684         2,765,751             226,873
  CA    Campbell/187 E Sunnyoaks                               781,574         1,658,248             239,374
  CA    Roseville/6th Street                                   793,202         2,153,320             189,185
  CA    Roseville/Junction Blvd                                918,175         2,484,109              76,274
  CA    Spring Valley/Jamacha Rd                               823,892         2,232,496             202,341
  CA    N Highlands/Elkhorn Blvd                               490,354         1,325,770             242,740
  CA    Los Angeles/Centinela Ave                                    -         2,975,910             147,382
  CA    Los Alamitos/Cerritos Ave                            2,027,330         5,481,290             413,210
  CA    Los Angeles/W Pico Blvd                              1,122,500         3,034,910             284,966
  CA    Redwood City/Willow St                               3,107,679         3,285,844             612,012
  CA    Oceanside/Oceanside Blvd                             2,283,822         6,174,777             232,151
  CA    Campbell/Curtner Ave                293,914          2,170,551         5,301,352               7,497
  CO    Broomfield/W 120th Ave                                 690,949         1,899,169              23,343
  CO    Lakewood/W Mississippi                               1,348,480         3,658,455             130,308
  CO    Denver/W 96th Ave                                      857,144         2,325,371              11,078
  CT    Wethersfield                                           472,831         1,294,408             968,220
  CT    East Hartford                                          992,547         2,700,212             149,877
  CT    Waterbury                                              746,487         2,036,915             115,505
  CT    Rocky Hill                                           1,327,857         3,608,978           1,124,913
  CT    Farmington                                           1,272,203         3,454,995              98,627
  CT    Stamford/Commerce Rd                                 3,159,903         8,547,884             101,530
  CT    Brookfield/Brookfield-Fed                            1,042,980         2,819,920             144,104
  FL    Longwood                                               862,849         2,387,142              94,822
  FL    Sarasota                                             1,281,966         2,007,843           1,667,919
  FL    WPB Southern                                           226,524           922,193           3,082,015
  FL    WPB II                                                 572,284         2,365,372             104,585
  FL    Ft. Myers                                              489,609         1,347,207             813,242
  FL    North Lauderdale                                     1,050,449         2,867,443             837,698
  FL    Naples                                                 636,051         1,735,211             166,718
  FL    Hallandale                                           1,696,519         4,625,578             216,955
  FL    Davie                                                2,005,938         5,452,384             159,376
  FL    Tampa/Adamo                                            837,180         2,291,714             124,074
  FL    SR 84 (Southwest)                                    1,903,782         5,187,373             154,651
  FL    Quail Roost                       1,474,648          1,663,641         4,533,384             148,180
  FL    Tamiami                                              1,962,917         5,371,139              98,517
</TABLE>



                                       44
<PAGE>

<TABLE>
<CAPTION>

<S>     <C>


  FL    Highway 441 (2nd Avenue)                             1,734,958         4,760,420              93,182
  FL    Miami Sunset                                         2,205,018         6,028,210              96,819
  FL    Doral (Archway)                                      1,633,500         4,464,103             149,328
  FL    Boca Raton                                           1,505,564         4,123,885             164,247
  FL    Ft Lauderdale                                        1,063,136         2,949,236             107,703
  FL    Coral Way                         2,865,857          1,574,578         4,314,468             367,599
  FL    Miller Rd.                                           1,409,474         3,898,643             125,454
  FL    Harborview/Port Charlotte                              883,344         2,400,333           1,417,286
  FL    Miami Gardens/441                                      540,649         1,469,557             226,483
  FL    Miramar/State Rd 7                                   1,797,370         4,892,278             561,353
  FL    Delray Bch/W Atlantic Blvd                             388,538         1,059,895             151,391
  FL    Sarasota/N Washington Bl                             1,038,538         2,822,939             183,262
  FL    West Palm Bch/N Military                               791,677         2,140,460              42,373
  FL    Miami/SW 127th Ave                                           -         5,491,430              37,980
  FL    WPB/Congress Avenue                                    474,880         3,136,069           2,037,177
  FL    WPB/Okeechobee Blvd                                  1,273,005         3,063,825              41,228
  FL    Bradenton/Manatee Ave                                  840,035         2,271,607              19,959
  FL    Brandon/Providence Road                                833,806         1,213,189             147,346
  GA    South Cobb                                             161,509         1,349,816             198,019
  GA    Lilburn                                                634,879         1,724,697             139,161
  GA    Eastpoint                                              807,085         2,194,489             896,730
  GA    Acworth                                                333,504           917,825           1,140,174
  GA    Western Hills                                          682,094         1,855,712           1,127,617
  GA    Stone Mountain                                       1,053,620         2,908,080             108,347
  IL    Chicago/W Fullerton Ave                              1,001,294         2,709,083              18,763
  IN    Marion/W 2nd St                                        230,497           660,932             117,620
  IN    Indianapolis/N Illinois                                365,621           993,582             126,081
  IN    Indianapolis/W 10th St                                 598,465         1,627,324             143,942
  IN    Indianapolis/Hawthorn Pk                             1,257,359         3,409,578             240,672
  IN    Indianapolis/E 56th St                               1,053,343         2,856,687             153,774
  IN    Indianapolis/E 42nd St                                 665,547         1,809,692             157,547
  IN    Indianapolis/E 86th St                                 397,221         1,087,020             119,996
  IN    Indianapolis/Beachway Dr                               526,117         1,432,517             107,624
  IN    Indianapolis/Crawfordsvil                              267,217           732,526              97,865
  IN    Indianapolis/Fulton Dr                                 323,210           881,916             215,168
  IN    Indianapolis/N Meridian                                      -            11,011             543,915
  IN    Indianapolis/Fry Rd                                    617,315         1,694,127             236,879
  IN    Greenwood/E Stop 11 Rd                                 794,443         2,158,189             151,600
  IN    Clarksville/N Hallmark                                  53,776           157,730             152,231
  IN    Jeffersonville/E 10th St                               301,589           826,943             815,213
  IN    New Albany/Grant Line Rd                               188,493           519,965             103,079
  IN    Jeffersonville/W 7th St                                329,308           902,889             151,389
  IN    Clarksville/Woodstock Dr                               286,620           785,272             111,023
  IN    New Albany/Progress Blvd                               387,797         1,061,123             133,022
  KS    Olathe                                                 429,808         1,176,442             114,117
  KY    Louisville/Bardstown                                   664,899         1,812,323              50,530
  KY    Louisville/Dixie Highway                               649,638         1,790,623              80,694
  KY    Louisville/Preston Hwy                                 863,390         2,346,688           1,718,166
  KY    Valley Station/Val Sta Rd                              623,828         1,697,482             747,643
  KY    Louisville/Adams St                                    752,032         2,049,063             169,524
  MA    Whitman                                                544,178         1,487,628           2,318,312
  MA    Brockton                                             1,134,761         3,104,615             101,437
  MA    Northborough                                           822,364         2,279,586             145,461
  MA    Nashua/Tyngsboro                                     1,211,930         3,293,838             115,295
  MA    South Easton                                           909,912         2,465,382             107,693
  MA    North Attleboro                                        908,949         2,460,427           1,768,697
  MA    Fall River                                             773,781         2,097,333             161,973
  MA    Salisbury                                              771,078         2,096,159              95,084
  MA    Raynham/Broadway                                       128,851           352,739           1,610,148
  MA    Plainville/Washington St                               802,165         2,805,865             233,720
  MA    Abington/Bedford Street                                850,574         2,299,700              26,144
  MA    Stoughton/Washington St                                873,582         2,361,908              19,548
  MA    Everett/329 Second Street                            4,641,543         2,069,531               7,267
  MD    Annapolis/Route 50                3,116,413          1,565,664         4,324,670             879,582
</TABLE>



                                       45
<PAGE>

<TABLE>
<CAPTION>

<S>     <C>


  MD    Silver Spring                                        2,776,490         4,455,110             118,143
  MD    Columbia                                             1,057,034         3,289,952             129,780
  MD    Rockville                                            1,376,588         3,765,848             173,694
  MD    Annapolis/Trout                                      1,635,928         4,430,887             166,323
  MD    Millersville                                         1,501,123         4,101,854             105,577
  MD    Waldorf                                              1,168,869         3,175,314              51,959
  MD    Rt 3/Millersville                                      546,011         1,493,533              82,302
  MD    Balto City/E Pleasant St                             1,547,767         4,185,072             849,643
  MD    Wheaton/Georgia Avenue                               2,524,985         6,826,813             173,460
  MD    Owings Mills/Owings Mills                            1,232,000         2,695,300             503,684
  MD    Columbia/Berger Rd                2,539,587          1,301,350         3,518,450             597,731
  MD    Germantown/Wisteria Dr            2,163,396          1,507,010         4,074,500             457,766
  MD    Towson/E Joppa Rd                                            -         5,019,296           2,382,560
  MD    Bethesda/River Road                                  2,688,520         7,268,950               9,052
  MD    Towson/203 E Joppa Rd                                1,307,339         3,618,848             838,120
  MD    Germantown/Fredrick Rd                               2,058,984         1,819,481           1,791,660
  MI    Lincoln Park                                           761,209         2,097,502           1,965,867
  MI    Tel-Dixie                                              595,495         1,646,723              91,779
  MI    Troy/Coolidge Highway                                1,264,541         3,425,505              93,962
  MI    Grand Rapids/28th St SE                                598,182         1,621,080             113,012
  MI    Grandville/Spartan Ind Dr                              579,599         1,840,838              95,578
  MI    Linden/S Linden Rd                                     608,318         1,725,631             187,878
  MI    Farmington Hills/Gr Riv                                      -            21,690             152,794
  MI    Belleville/Old Rawsonvill                            1,604,420         4,337,870             143,808
  MI    Canton/Canton Center Rd                              1,058,080         2,860,740             117,511
  MI    Chesterfield/23 Mild Rd                              1,069,360         2,891,220             128,723
  MI    Mt Clemens/N River Rd                                  804,822         2,176,000             130,668
  MI    Shelby Twnshp/Van Dyke                               1,646,340         4,451,210              82,676
  MI    Southgate/Allen Road                                   903,934         2,443,966              43,779
  MI    Ypsilanti/Carpenter Rd                               1,294,443         3,499,784              93,288
  MO    Grandview                                              511,576         1,396,230             187,774
  NC    Charlotte/Tryon St                                   1,003,418         2,731,345              79,865
  NC    Raleigh/Hillsborough St                                753,296         2,051,496              65,934
  NC    Charlotte/Amity Rd                                     947,871         2,583,190             145,738
  NC    Fayetteville/MacArthur                                 597,765         1,689,315             140,811
  NC    Fayetteville/Rim Rd                                    514,208         1,417,324              28,161
  NC    Wilmington/Market St                                   622,720         1,704,743              51,349
  NC    Pineville/Crump Road                                   763,330         2,063,820              69,165
  NJ    Lawnside                                             1,095,126         2,972,032             403,386
  NJ    Cherry Hill/Cuthbert                                   720,183         1,894,545             112,703
  NJ    Cherry Hill/Route 70                                   693,314         1,903,413             125,718
  NJ    Pomona                                                 529,657         1,438,132              82,674
  NJ    Mays Landing                                           386,592         1,051,300              57,825
  NJ    Hackensack/S River St             7,245,484          3,646,649         9,863,617           1,539,208
  NJ    Secaucus/Paterson Plank           5,345,628          2,851,097         7,712,681           1,191,768
  NJ    Harrison/Harrison Ave             1,210,522            822,192         2,227,121             537,182
  NJ    Orange/Oakwood Ave                3,849,772          2,408,877         6,517,030             954,143
  NJ    Flanders/Bartley Flanders                              645,486         1,749,362              77,540
  NJ    Mt Laurel/Ark Road                                     678,397         1,866,032              64,643
  NJ    Ho Ho Kus/Hollywood Ave                              4,474,785        12,117,431             153,085
  NJ    Millville/S Wade Blvd                                  302,675           829,306             178,281
  NJ    Williamstown/Glassboro Rd                              483,584         1,316,646             163,492
  NJ    West New York/55th St                                  852,042         2,303,670             147,242
  NJ    Englewood/Grand Avenue                               1,039,298         3,674,024           1,570,412
  NJ    Edgewater/River Road                                 2,819,510         7,623,119               5,931
  NJ    Tom's River/Route 37 East                            1,019,345         2,756,007               9,915
  NM    Lomas                                                  251,018           691,453              89,956
  NM    Montgomery                                             606,860         1,651,611             120,317
  NM    Legion                                                       -         1,873,666             157,411
  NM    Ellison                                                642,304         1,741,230              60,783
  NM    Hotel Circle                                           277,101           766,547             940,745
  NM    Eubank                                                 577,099         1,568,266             315,041
  NM    Coors                                                  494,400         1,347,792             120,619
  NM    Osuna                                                  696,685         1,891,849             308,134
</TABLE>



                                       46
<PAGE>

<TABLE>
<CAPTION>

<S>     <C>


  NM    Santa Fe/875 W San Mateo          2,402,471          1,055,760         2,854,470             409,135
  NM    Albuquerque/Central Ave,E                              549,778         1,492,587             333,984
  NV    Rainbow                                                879,928         2,385,104             185,652
  NV    Oakey                                                  663,607         1,825,505             107,479
  NV    Tropicana                                              803,070         2,179,440             263,545
  NV    Sunset                                                 934,169         2,533,803             247,560
  NV    Sahara                                               1,217,565         3,373,622             205,550
  NV    Charleston                                             557,678         1,520,140             102,209
  NV    Las Vegas-Sahara/Pioneer                             1,040,367         2,842,388             103,265
  NV    Las Vegas/S Nellis Blvd                                619,239         1,749,528             134,347
  NV    Las Vegas/W Cheyenne Rd                                815,468         2,204,780             241,699
  NV    Henderson/Stephanie Pl            2,554,874          1,623,290         4,388,890             442,810
  NV    Las Vegas/5801 W Charlest                              929,185         2,512,240             121,359
  NY    Coram/Bald Hill                                      1,976,332         5,352,301             153,741
  NY    Mahopac/Rt 6 and Lupi Ct                             1,299,571         3,530,956             120,409
  NY    Kingston/Sawkill Rd                                    677,909         1,845,654             138,969
  NY    New Paltz/So Putt Corners                              547,793         1,498,124             173,237
  NY    Saugerties/Route 32                                    677,909         1,839,254             211,752
  NY    Amsterdam/Route 5 So                                   394,628         1,070,360              89,072
  NY    Ridge/Middle Country Rd                              1,357,430         3,670,090              78,651
  NY    Bronx/Third Avenue                                     763,367         2,063,920             186,962
  NY    New Rochelle/Huguenot St                             1,360,120         3,677,360             299,491
  NY    Mt Vernon/Northwest St                                       -         5,139,250             347,698
  NY    Bronx/Zerega Avenue                                  1,586,900         4,290,520             231,269
  NY    Bronx/Bruckner Blvd                                  4,641,070        12,548,400             549,724
  NY    Bronx/112 Bruckner Blvd                              2,813,340         7,606,440             135,938
  NY    Brooklyn/Albemarle Rd             3,825,589          3,321,900         8,981,430             639,628
  NY    Long Island City/Starr            6,703,634          4,228,040        11,431,400             902,996
  NY    New York/W 143rd St                                  1,826,321         4,937,833             111,802
  NY    Brooklyn/John St                  4,195,240          3,319,740         8,975,590             852,524
  NY    New York/W 21st St.                                  3,920,699        10,600,417             165,890
  NY    Hicksville/S Broadway                                1,223,817         3,308,839              23,649
  NY    Yonkers/Saw Mill River                               1,547,491         4,183,958             159,183
  NY    White Plains/S Kensico                               1,297,085         3,506,934             197,266
  NY    New York/531 W 21st St                               3,933,027        10,633,741             124,707
  NY    Hauppage/Old Willets Path                              713,348         4,133,745               6,247
  OH    Akron/Chenoweth Rd                                     540,716         1,519,499             115,045
  OH    Streetsboro/Frost Rd                                   622,041         1,836,890             157,080
  OH    Kent/Cherry St                                         513,752         1,454,983              73,866
  OH    Amherst/Leavitt                                        392,212         1,131,603              82,218
  OH    East Lake/Lakeland Blvd                                432,656         1,237,086             165,715
  OH    Mentor/Mentor Ave                                    1,051,222         2,910,600             108,292
  OH    Mentor/Heisley Road                                    337,560           986,802             177,829
  OH    Columbus/W Broad St                                    891,738         2,423,670             218,197
  OH    Columbus/S High St                                     785,018         2,127,507             118,640
  OH    Columbus/Innis Rd                                    1,694,130         4,585,478             939,491
  OH    Columbus/E Main St                                     665,547         1,808,554             161,708
  OH    Columbus/E Cooke Rd                                    891,461         2,415,298           1,288,232
  OH    Worthington/Reliance St                                519,187         1,408,980             138,951
  OH    Delaware/State Rt 23                                    76,506           213,346              60,234
  OH    Trotwood/Salem Bend Dr                               1,041,424         2,834,894             158,435
  OH    Worthington/Alta View Blv                              437,308         1,185,419              41,785
  OH    Columbus/W Dublin-Grand           1,514,392            801,749         2,170,758             212,969
  OH    Dublin/Old Avery Road                                  712,038         1,928,205             100,143
  OH    Hilliard/Parkway Lane                                  739,230         2,001,725              90,969
  OH    Columbus/Urlin Avenue             1,548,269            803,372         2,172,080             211,455
  OH    Columbus/Schofield Dr                                  578,248         1,563,410             131,138
  OH    Columbus/Wilson Road                                   729,548         1,972,480             136,388
  OH    Columbus/2929 Dublin Rd                                707,428         1,912,680             120,784
  OH    Columbus/Kenny Road                                    715,395         1,934,220             151,696
  OH    Columbus/South Hamilton                                357,786           967,348             107,049
  OK    Sooner Road                                            453,185         1,252,031             142,890
  OK    10th Street                                            261,208           743,356           1,324,622
  OK    Midwest City                                           443,545         1,216,512             115,877

</TABLE>



                                       47
<PAGE>

<TABLE>
<CAPTION>

<S>     <C>

  OK    Meridian                                               252,963           722,040             396,919
  OK    Air Depot                                              347,690           965,923             148,517
  OK    Peoria                                                 540,318         1,488,307             106,155
  OK    11th & Mingo                                           757,054         2,071,799             228,401
  OK    Skelly                                                 173,331           489,960             113,777
  OK    Lewis                                                  642,511         1,760,304              45,715
  OK    Sheridan                                               531,978         1,509,718             124,044
  OK    OKC/33rd Street                                        267,059           741,710             128,678
  OK    OKC/South Western                                      721,181         1,958,872              24,852
  OK    Tulsa/So Garnett Road                                  966,052           497,746              39,538
  OK    NW Expressway/Roxbury                                  598,527         1,631,870             305,228
  OR    Hillsboro/229th Ave                                  1,198,358         3,249,301             108,782
  OR    Beaverton/Murray Ave                                 1,086,999         2,948,220             109,715
  OR    Aloha/185th Ave                                      1,337,157         3,624,573              60,111
  PA    King of Prussia                                      1,354,359         3,678,011             134,785
  PA    Warminster                                             891,048         2,446,648             384,079
  PA    Allentown                                              578,632         1,583,744             117,554
  PA    Bethlehem                                              843,324         2,317,298             114,837
  PA    Norristown                                             868,586         2,405,332              94,682
  PA    Malvern/E Lancaster                                    433,482         2,833,980           2,356,611
  PA    West Chester/Downington                                567,546         1,613,461              40,002
  PA    Huntingdon Valley/Welsh                                583,650         1,578,020              45,130
  PA    Philadelphia/Wayne Ave                               1,781,940         4,817,840             256,336
  TN    SUSA Partnership L.P.                               13,783,769        30,954,093          24,692,159
  TN    Summer                                                 172,093         2,663,644             181,645
  TN    Union                                                  286,925         1,889,030           2,647,611
  TN    Memphis/Mt Moriah                                      692,669         1,598,722           1,457,618
  TN    Antioch/Nashville                                      822,125         2,239,684             219,347
  TN    Keyport (Gateway)                                      396,229         1,080,547             154,216
  TN    Chattanooga                                            484,457         1,360,998           1,172,456
  TN    Memphis/Ridgeway                                       638,757         1,141,414           1,280,024
  TN    Winchester                                             774,069         2,260,361           1,248,419
  TN    Nashville/Lebanon Pike                               1,366,208         3,748,062              73,557
  TN    Nashville/Haywood                 1,067,590            423,170         1,166,891             189,436
  TN    Nashville/Murfreesboro              797,838            344,720           950,811           1,754,313
  TN    Memphis/2939 Poplar                                  1,750,286         1,986,417           2,736,058
  TN    Nashville/Trousdale                                  1,440,860         3,901,994             768,540
  TN    Nashville/Murfreesboro                               1,222,229         3,309,033             164,745
  TN    Nashville/Old Hickory Rd                             1,271,786         3,444,402             246,236
  TN    Antioch/Bell Road                                      841,235         2,280,513             166,160
  TN    Franklin/Liberty Pike                                  844,335         2,287,937             957,041
  TN    Memphis/5675 Summer Ave                                399,486         1,103,101             116,938
  TN    Memphis/4705 Winchester                                425,797         1,171,967             241,691
  TN    Memphis/Madison Avenue                                 189,329           523,890             157,463
  TN    Memphis/Raleigh-LaGrange                               282,744           788,041              99,027
  TN    Memphis/4175 Winchester                                233,054           661,583              83,164
  TN    Memphis/American Way                                   326,495           911,122             215,026
  TN    Memphis/6390 Winchester                                348,906           976,683             137,164
  TN    Collierville/W Poplar                                1,122,353         2,372,249              28,735
  TN    Antioch/2757 Murfreesboro         2,357,153          1,299,380         3,531,925             301,313
  TN    Memphis/Shelby Oaks                                    446,424         1,219,883             182,687
  TN    Cordova/Autumn Creek                                   760,818         2,057,030              95,430
  TN    Cordova/N Germantown                                   991,310         2,680,210             133,406
  TN    Cordova/Moriarty Rd                                    679,285         1,836,580             108,618
  TN    Cordova/Germantown Pkwy                              1,434,990         2,371,420             272,016
  TN    Memphis/Hickory Hill                                   720,000         3,560,989             190,071
  TN    Bartlett/Germantown Rd N                               720,188         1,944,173              61,743
  TN    Memphis/7301 Winchester                              1,016,188         2,747,471              59,296
  TN    Bartlett/6937 Stage Road                               624,662         2,125,412             870,232
  TN    Memphis/Kirby Parkway                                  554,334         1,498,754             153,166
  TN    Memphis/Covington Way                                1,005,904         2,719,667              16,223
  TX    White Settlement                                       920,149         2,496,150           1,389,769
  TX    Airport Freeway                                        616,535         1,678,683             329,476
  TX    Midway                                                 851,959         2,310,475           1,400,282

</TABLE>



                                       48
<PAGE>

<TABLE>
<CAPTION>

<S>     <C>

  TX    Dallas/Preston                                       1,194,744         3,245,423              39,441
  TX    Bedford                                                923,948         2,525,303             107,419
  TX    Spring/I-45 North                                    1,110,728         3,005,855             170,732
  TX    Sugarland/Old Mill Rd                                  675,660         1,830,545             154,053
  TX    Dallas/N Dallas Pkwy                                   894,127         2,446,468              42,452
  TX    Alvin/Mustang Road                                     371,866         1,082,427              33,599
  TX    Clute/Brazos Park Drive                                614,354         1,665,736             241,836
  TX    Houston/South Main                                   1,105,840         2,992,930              21,794
  TX    Austin/McNeil Drive                                    916,980         2,479,240              36,565
  TX    Plano/Wagner Way                                     1,046,620         2,829,760              25,220
  TX    Carrollton/W Frankford Rd                              797,598         2,156,470              33,357
  TX    Pasadena/Red Bluff Rd                                  605,356         1,636,700             100,025
  TX    Dallas/N Central Express                             1,215,080         3,285,210              86,043
  TX    Spring/Spring Stuebner                                 621,986         1,681,670             119,449
  TX    Addison/16280 Addison Rd                             1,386,743         3,749,346              60,499
  TX    Grapevine/State Highway                              1,254,651         3,392,203              26,719
  TX    Dallas/Lemmon Ave                                    1,211,599         3,275,805              62,537
  TX    Dallas/19211 Preston Road                            1,371,378         3,707,800              31,371
  UT    Sandy                                                  949,065         2,573,696              87,756
  UT    West Valley                                            576,248         1,579,605              69,717
  VA    Fairfax Station                                      1,019,015         2,115,385             349,607
  VA    Chantilly                                              882,257         2,395,841             834,453
  VA    Reston                                                 551,285         2,260,947             261,384
  VA    Falls Church                                         1,226,409         3,348,761             216,584
  VA    Willow Lawn                                          1,516,115         4,105,846           2,202,720
  VA    Stafford/Jefferson Davis                               751,398         2,035,961             118,158
  VA    Fredericksburg/Jefferson                               668,526         1,812,040             260,575
  VA    Fredericksburg/Plank Rd                                846,358         2,287,063           1,544,742
  VA    Alexandria/N Henry St                                2,424,650         6,555,535             199,732
  VA    Falls Church/Hollywood Rd                            2,209,059         5,972,642             173,292
  VA    Alexandria/Kings Centre                              1,612,519         2,207,382             849,169
  VA    Fairfax/Prosperity Ave                               1,132,852         3,171,245             599,159
  VA    Sterling/Woodland Rd                                   653,670         3,143,418             117,388
  VA    Falls Church/Seminary Rd                               580,267         2,299,633               7,463
  WA    Vancouver/78th St                                      753,071         2,045,377              85,661
  WA    Seattle/N 130th Street                               1,763,737         4,768,623               4,577
                                      -----------------------------------------------------------------------

                                         61,375,456        418,177,999     1,132,474,994       160,071,956

                                      =======================================================================
</TABLE>

<TABLE>
<CAPTION>
                                             Gross Amount at Close of Period
                                    -------------------------------------------------                                   Depreciable
                                                        Building &   Land & Building      Accumulated  Year Placed Life of Building
State   Property Name                      Land           Fixtures             Total     Depreciation   in Service        Component
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                             <C>              <C>               <C>              <C>               <C>                <C>
  AL    Birmingham/Hwy 280              353,429          1,044,384         1,397,813        (129,679)         1996               40
  AL    Birmingham/Palisades Blvd       580,592          1,598,904         2,179,496         (52,509)         1999               40
  AZ    Oracle                          913,144          2,898,689         3,811,833        (299,056)         1994               40
  AZ    East Phoenix                    370,586          1,252,626         1,623,212        (175,613)         1995               40
  AZ    Tempe                           879,017          2,506,619         3,385,636        (362,198)         1995               40
  AZ    Cave Creek                      824,369          2,324,606         3,148,975        (322,816)         1995               40
  AZ    Alma School                     789,076          2,232,886         3,021,962        (298,995)         1996               40
  AZ    Metro-21st/Peoria-Phoenix     1,013,070          3,031,637         4,044,707        (260,804)         1996               40
  AZ    7th St/Indian Sch-Phoenix       736,550          3,012,338         3,748,888        (190,639)         1996               40
  AZ    Phoenix/32nd Street           1,347,052          3,703,369         5,050,421        (413,453)         1996               40
  AZ    Mesa/Country Club               558,822          1,627,168         2,185,990        (179,542)         1996               40
  AZ    Mesa/East Main St               965,186          2,678,117         3,643,303        (280,870)         1996               40
  AZ    Phoenix/Bell Road             1,319,860          3,660,137         4,979,997        (390,326)         1996               40
  AZ    Tucson/S Santa Clara Ave        543,219          1,615,391         2,158,610        (161,569)         1997               40
  AZ    Phoenix/N 43rd Avenue         1,314,457          3,809,065         5,123,522        (349,153)         1997               40
  AZ    Phoenix/N 25th Avenue           541,455          1,548,645         2,090,100        (138,980)         1997               40
  AZ    Phoenix/2331 W Ind Sch          541,733          1,638,730         2,180,463        (150,212)         1997               40
  AZ    Mesa/N Power Rd                 458,286          1,301,405         1,759,691        (125,548)         1997               40
  AZ    Chandler/3026 S Ctry Club       529,773          1,669,339         2,199,112        (159,762)         1997               40
  AZ    Tempe/E Southshore Dr           813,320          2,430,420         3,243,740        (185,202)         1998               40
</TABLE>




                                       49
<PAGE>

<TABLE>
<CAPTION>

<S>     <C>


  CA    Marina Del Rey                1,954,097          5,435,529         7,389,626        (928,184)         1994               40
  CA    Campbell                      1,041,860          2,961,546         4,003,406        (472,048)         1994               40
  CA    Monterey I & II               1,613,922          4,498,035         6,111,957        (718,384)         1994               40
  CA    Santa Cruz                    1,092,718          3,083,925         4,176,643        (485,752)         1994               40
  CA    Scotts Valley                   651,281          1,882,275         2,533,556        (313,692)         1994               40
  CA    Santa Clara                   1,362,331          3,901,352         5,263,683        (581,308)         1995               40
  CA    Watsonville                     480,039          1,391,786         1,871,825        (222,919)         1994               40
  CA    Point Loma                    2,139,342          6,262,484         8,401,826        (963,272)         1994               40
  CA    Rialto                          695,327          2,079,402         2,774,729        (295,368)         1995               40
  CA    Yucaipa                         411,580          1,182,978         1,594,558        (182,210)         1995               40
  CA    Fallbrook                       418,763          1,239,499         1,658,262        (190,398)         1995               40
  CA    Hemet                           455,585          2,779,018         3,234,603        (205,896)         1995               40
  CA    San Bernardino/Baseline       1,220,837          3,493,594         4,714,431        (506,067)         1995               40
  CA    Colton                          514,276          1,567,404         2,081,680        (235,611)         1995               40
  CA    San Marcos                      318,260            970,711         1,288,971        (160,881)         1995               40
  CA    Capitola                        827,352          2,370,490         3,197,842        (337,232)         1995               40
  CA    Oceanside                     1,236,627          3,470,075         4,706,702        (522,582)         1995               40
  CA    San Bernardino/Waterman         708,988          2,174,108         2,883,096        (293,445)         1995               40
  CA    Santee                          879,599          2,665,362         3,544,961        (378,034)         1995               40
  CA    Santa Ana                     1,273,816          3,529,860         4,803,676        (489,383)         1995               40
  CA    Garden Grove                  1,137,871          3,185,552         4,323,423        (439,880)         1995               40
  CA    City of Industry                900,036          2,583,545         3,483,581        (357,367)         1995               40
  CA    Chatsworth                    1,736,893          4,918,936         6,655,829        (683,168)         1995               40
  CA    Palm Springs/Tamarisk           816,743          2,379,279         3,196,022        (350,735)         1995               40
  CA    Moreno Valley                   414,614          1,338,181         1,752,795        (203,250)         1995               40
  CA    San Bern/23rd St                655,883          1,916,269         2,572,152        (265,005)         1995               40
  CA    San Bern/Mill Ave               370,043          1,128,848         1,498,891        (162,426)         1995               40
  CA    Highlands                       627,594          1,772,356         2,399,950        (239,923)         1995               40
  CA    Redlands                        731,365          2,052,576         2,783,941        (277,078)         1995               40
  CA    Palm Springs/Gene Autry         784,589          2,192,318         2,976,907        (293,191)         1995               40
  CA    Thousand Palms                1,104,911          3,806,358         4,911,269        (300,372)         1996               40
  CA    Salinas                         626,114          1,810,908         2,437,022        (237,811)         1996               40
  CA    Whittier                        923,327          2,644,541         3,567,868        (335,212)         1996               40
  CA    Florin/Freeport-Sacramento      828,504          2,420,765         3,249,269        (306,696)         1996               40
  CA    Sunrise/Sacramento              822,597          2,372,545         3,195,142        (293,618)         1996               40
  CA    Santa Rosa                    1,354,740          3,802,448         5,157,188        (458,774)         1996               40
  CA    Huntington Beach                842,664          2,570,344         3,413,008        (333,614)         1996               40
  CA    La Puente/Valley Blvd           995,455          2,797,428         3,792,883        (323,194)         1996               40
  CA    Huntington Bch II/McFadden    1,054,708          2,991,328         4,046,036        (354,045)         1996               40
  CA    Hawaiian Gardens/Norwalk      1,960,437          5,482,632         7,443,069        (631,169)         1996               40
  CA    Sacramento/Auburn Blvd          665,659          2,091,803         2,757,462        (246,797)         1996               40
  CA    Vacaville/Bella Vista           681,166          1,911,979         2,593,145        (210,830)         1997               40
  CA    Sacramento/Perry                458,533          1,317,218         1,775,751        (147,095)         1996               40
  CA    Cypress/Lincoln Avenue          796,117          2,226,315         3,022,432        (231,718)         1997               40
  CA    Hollywood/N Vine St           1,737,769          4,819,008         6,556,777        (475,382)         1997               40
  CA    Los Angeles/Fountain Ave        905,889          2,546,494         3,452,383        (266,547)         1997               40
  CA    Long Beach/W Wardlow Rd         989,288          2,790,803         3,780,091        (294,102)         1997               40
  CA    Riverside/Arlington Ave         597,054          1,886,106         2,483,160        (247,145)         1997               40
  CA    Orange/S Flower St            2,083,008          5,818,480         7,901,488        (494,459)         1997               40
  CA    Huntington Bch/Warner Ave     3,310,670          9,149,068        12,459,738        (858,649)         1997               40
  CA    Anaheim/W Penhall Way           978,331          2,747,636         3,725,967        (270,261)         1997               40
  CA    Santa Ana/W Fifth St            762,227          2,195,465         2,957,692        (232,388)         1997               40
  CA    Long Beach/E Carson St        1,487,282          4,202,962         5,690,244        (394,992)         1997               40
  CA    Long Beach/W Artesia Blvd     2,027,497          5,706,631         7,734,128        (563,133)         1997               40
  CA    El Segundo/El Segundo Blv     2,067,936          5,785,208         7,853,144        (545,312)         1997               40
  CA    Gardena/E Alondra Blvd        1,082,189          3,004,375         4,086,564        (287,712)         1997               40
  CA    Pico Rivera/E Slauson Ave             -          6,922,440         6,922,440        (603,785)         1997               40
  CA    Whittier/Comstock             1,232,645          3,579,422         4,812,067        (329,827)         1997               40
  CA    Baldwin Park/Garvey Ave         570,476          1,619,776         2,190,252        (162,326)         1997               40
  CA    Glendora/E Arrow Hwy            875,659          2,449,831         3,325,490        (240,926)         1997               40
  CA    Pomona/Ridgeway                 812,206          2,495,074         3,307,280        (252,496)         1997               40
  CA    Riverside/Fairgrounds St        677,115          1,943,958         2,621,073        (206,138)         1997               40
  CA    Cathedral City/E Ramon Rd     1,487,350          4,222,628         5,709,978        (409,437)         1997               40
  CA    Palm Springs/Radio Road       1,013,781          2,990,527         4,004,308        (287,208)         1997               40
</TABLE>



                                       50
<PAGE>

<TABLE>
<CAPTION>

<S>     <C>

  CA    Campbell/187 E Sunnyoaks        781,574          1,897,622         2,679,196        (152,172)         1997               40
  CA    Roseville/6th Street            794,891          2,340,816         3,135,707        (200,093)         1997               40
  CA    Roseville/Junction Blvd         919,546          2,559,012         3,478,558        (212,441)         1997               40
  CA    Spring Valley/Jamacha Rd        825,263          2,433,466         3,258,729        (209,660)         1997               40
  CA    N Highlands/Elkhorn Blvd        490,557          1,568,307         2,058,864        (157,170)         1998               40
  CA    Los Angeles/Centinela Ave         2,490          3,120,802         3,123,292        (195,984)         1998               40
  CA    Los Alamitos/Cerritos Ave     2,029,290          5,892,540         7,921,830        (371,120)         1998               40
  CA    Los Angeles/W Pico Blvd       1,126,798          3,315,578         4,442,376        (239,748)         1998               40
  CA    Redwood City/Willow St        3,124,570          3,880,964         7,005,534        (142,139)         1999               40
  CA    Oceanside/Oceanside Blvd      2,294,759          6,395,991         8,690,750        (212,375)         1999               40
  CA    Campbell/Curtner Ave          2,170,551          5,308,849         7,479,400         (86,751)         2000               40
  CO    Broomfield/W 120th Ave          691,893          1,921,568         2,613,461        (200,610)         1997               40
  CO    Lakewood/W Mississippi        1,350,196          3,787,047         5,137,243        (335,518)         1997               40
  CO    Denver/W 96th Ave               857,144          2,336,449         3,193,593         (30,116)         2000               40
  CT    Wethersfield                    481,890          2,253,569         2,735,459        (329,887)         1994               40
  CT    East Hartford                   992,547          2,850,089         3,842,636        (429,340)         1995               40
  CT    Waterbury                       751,111          2,147,796         2,898,907        (278,903)         1996               40
  CT    Rocky Hill                    1,339,486          4,722,262         6,061,748        (446,810)         1996               40
  CT    Farmington                    1,276,827          3,548,998         4,825,825        (427,249)         1996               40
  CT    Stamford/Commerce Rd          3,175,004          8,634,313        11,809,317        (693,335)         1997               40
  CT    Brookfield/Brookfield-Fed     1,050,048          2,956,956         4,007,004        (173,075)         1998               40
  FL    Longwood                        862,849          2,481,964         3,344,813        (737,044)         1988               40
  FL    Sarasota                      2,007,894          2,949,834         4,957,728        (760,521)         1988               40
  FL    WPB Southern                  1,021,536          3,209,196         4,230,732        (531,980)         1991               40
  FL    WPB II                          572,284          2,469,957         3,042,241        (470,281)         1991               40
  FL    Ft. Myers                       645,219          2,004,839         2,650,058        (297,749)         1994               40
  FL    North Lauderdale              1,282,769          3,472,821         4,755,590        (567,093)         1994               40
  FL    Naples                          636,051          1,901,929         2,537,980        (311,264)         1994               40
  FL    Hallandale                    1,696,519          4,842,533         6,539,052        (710,815)         1995               40
  FL    Davie                         2,011,841          5,605,857         7,617,698        (841,142)         1995               40
  FL    Tampa/Adamo                     837,180          2,415,788         3,252,968        (363,158)         1995               40
  FL    SR 84 (Southwest)             1,903,782          5,342,024         7,245,806        (751,568)         1995               40
  FL    Quail Roost                   1,682,210          4,662,995         6,345,205        (619,397)         1995               40
  FL    Tamiami                       1,962,917          5,469,656         7,432,573        (796,755)         1995               40
  FL    Highway 441 (2nd Avenue)      1,734,958          4,853,602         6,588,560        (701,281)         1995               40
  FL    Miami Sunset                  2,205,018          6,125,029         8,330,047        (871,220)         1995               40
  FL    Doral (Archway)               1,639,215          4,607,716         6,246,931        (673,148)         1995               40
  FL    Boca Raton                    1,509,136          4,284,560         5,793,696        (532,524)         1996               40
  FL    Ft Lauderdale                 1,066,708          3,053,367         4,120,075        (397,812)         1996               40
  FL    Coral Way                     1,657,605          4,599,040         6,256,645        (553,881)         1996               40
  FL    Miller Rd.                    1,412,540          4,021,031         5,433,571        (526,448)         1996               40
  FL    Harborview/Port Charlotte     1,523,476          3,177,487         4,700,963        (337,186)         1996               40
  FL    Miami Gardens/441               544,221          1,692,468         2,236,689        (228,847)         1996               40
  FL    Miramar/State Rd 7            1,800,942          5,450,059         7,251,001        (734,351)         1996               40
  FL    Delray Bch/W Atlantic Blvd      392,563          1,207,261         1,599,824        (159,425)         1996               40
  FL    Sarasota/N Washington Bl      1,039,483          3,005,256         4,044,739        (301,503)         1997               40
  FL    West Palm Bch/N Military        787,989          2,186,521         2,974,510        (159,365)         1998               40
  FL    Miami/SW 127th Ave                2,942          5,526,468         5,529,410        (365,166)         1998               40
  FL    WPB/Congress Avenue             734,052          4,914,074         5,648,126         (34,064)         1999               40
  FL    WPB/Okeechobee Blvd           1,275,259          3,102,799         4,378,058        (220,521)         1999               40
  FL    Bradenton/Manatee Ave           840,035          2,291,566         3,131,601         (75,404)         1999               40
  FL    Brandon/Providence Road         833,806          1,360,535         2,194,341        (179,644)         2000               40
  GA    South Cobb                      161,509          1,547,835         1,709,344        (339,892)         1992               40
  GA    Lilburn                         634,879          1,863,858         2,498,737        (340,839)         1994               40
  GA    Eastpoint                       937,618          2,960,686         3,898,304        (460,074)         1994               40
  GA    Acworth                         520,032          1,871,471         2,391,503        (257,030)         1994               40
  GA    Western Hills                   846,462          2,818,961         3,665,423        (369,621)         1994               40
  GA    Stone Mountain                1,057,192          3,012,855         4,070,047        (387,834)         1996               40
  IL    Chicago/W Fullerton Ave       1,001,294          2,727,846         3,729,140         (17,376)         2000               40
  IN    Marion/W 2nd St                 231,441            777,608         1,009,049        (110,181)         1997               40
  IN    Indianapolis/N Illinois         368,997          1,116,287         1,485,284        (107,470)         1997               40
  IN    Indianapolis/W 10th St          602,650          1,767,081         2,369,731        (159,246)         1997               40
  IN    Indianapolis/Hawthorn Pk      1,263,833          3,643,776         4,907,609        (320,132)         1997               40
  IN    Indianapolis/E 56th St        1,059,108          3,004,696         4,063,804        (265,262)         1997               40
</TABLE>




                                       51
<PAGE>

<TABLE>
<CAPTION>

<S>     <C>

  IN    Indianapolis/E 42nd St          669,964          1,962,822         2,632,786        (175,588)         1997               40
  IN    Indianapolis/E 86th St          400,707          1,203,530         1,604,237        (120,652)         1997               40
  IN    Indianapolis/Beachway Dr        530,051          1,536,207         2,066,258        (140,312)         1997               40
  IN    Indianapolis/Crawfordsvil       270,251            827,357         1,097,608         (84,648)         1997               40
  IN    Indianapolis/Fulton Dr          326,439          1,093,855         1,420,294        (110,471)         1997               40
  IN    Indianapolis/N Meridian               -            554,926           554,926        (100,161)         1997               40
  IN    Indianapolis/Fry Rd             621,565          1,926,756         2,548,321        (191,662)         1997               40
  IN    Greenwood/E Stop 11 Rd          799,308          2,304,924         3,104,232        (199,821)         1997               40
  IN    Clarksville/N Hallmark           56,069            307,668           363,737         (51,540)         1997               40
  IN    Jeffersonville/E 10th St        453,161          1,490,584         1,943,745        (163,730)         1997               40
  IN    New Albany/Grant Line Rd        191,254            620,283           811,537         (69,744)         1997               40
  IN    Jeffersonville/W 7th St         332,558          1,051,028         1,383,586        (116,234)         1997               40
  IN    Clarksville/Woodstock Dr        289,722            893,193         1,182,915         (90,850)         1997               40
  IN    New Albany/Progress Blvd        391,250          1,190,692         1,581,942        (116,719)         1997               40
  KS    Olathe                          429,808          1,290,559         1,720,367        (249,489)         1994               40
  KY    Louisville/Bardstown            666,131          1,861,621         2,527,752        (202,995)         1997               40
  KY    Louisville/Dixie Highway        650,582          1,870,373         2,520,955        (195,853)         1997               40
  KY    Louisville/Preston Hwy        1,080,333          3,847,911         4,928,244        (307,029)         1997               40
  KY    Valley Station/Val Sta Rd       628,101          2,440,852         3,068,953        (155,425)         1997               40
  KY    Louisville/Adams St             756,748          2,213,871         2,970,619        (204,958)         1997               40
  MA    Whitman                         936,591          3,413,527         4,350,118        (314,219)         1994               40
  MA    Brockton                      1,138,334          3,202,479         4,340,813        (392,832)         1996               40
  MA    Northborough                    825,937          2,421,474         3,247,411        (318,930)         1996               40
  MA    Nashua/Tyngsboro              1,216,554          3,404,509         4,621,063        (417,862)         1996               40
  MA    South Easton                    914,536          2,568,451         3,482,987        (305,270)         1996               40
  MA    North Attleboro               1,316,103          3,821,970         5,138,073        (360,235)         1996               40
  MA    Fall River                      778,405          2,254,682         3,033,087        (267,574)         1996               40
  MA    Salisbury                       775,702          2,186,619         2,962,321        (256,369)         1996               40
  MA    Raynham/Broadway                130,220          1,961,518         2,091,738        (109,601)         1997               40
  MA    Plainville/Washington St        802,165          3,039,585         3,841,750        (182,202)         1998               40
  MA    Abington/Bedford Street         845,731          2,330,687         3,176,418        (151,091)         1998               40
  MA    Stoughton/Washington St         873,582          2,381,456         3,255,038         (77,813)         1999               40
  MA    Everett/329 Second Street     4,641,543          2,076,798         6,718,341         (13,016)         2000               40
  MD    Annapolis/Route 50            1,774,896          4,995,020         6,769,916      (1,199,800)         1989               40
  MD    Silver Spring                 2,776,490          4,573,253         7,349,743      (1,311,037)         1989               40
  MD    Columbia                      1,057,034          3,419,732         4,476,766        (833,196)         1991               40
  MD    Rockville                     1,376,588          3,939,542         5,316,130        (641,020)         1994               40
  MD    Annapolis/Trout               1,635,928          4,597,210         6,233,138        (733,828)         1994               40
  MD    Millersville                  1,501,123          4,207,431         5,708,554        (570,475)         1995               40
  MD    Waldorf                       1,169,197          3,226,945         4,396,142        (437,443)         1995               40
  MD    Rt 3/Millersville               550,368          1,571,478         2,121,846        (194,310)         1996               40
  MD    Balto City/E Pleasant St      1,551,339          5,031,143         6,582,482        (491,460)         1996               40
  MD    Wheaton/Georgia Avenue        2,541,788          6,983,470         9,525,258        (567,007)         1997               40
  MD    Owings Mills/Owings Mills     1,232,006          3,198,978         4,430,984        (220,616)         1998               40
  MD    Columbia/Berger Rd            1,415,235          4,002,296         5,417,531        (304,612)         1998               40
  MD    Germantown/Wisteria Dr        1,604,410          4,434,866         6,039,276        (322,685)         1998               40
  MD    Towson/E Joppa Rd                 6,720          7,395,136         7,401,856        (841,073)         1998               40
  MD    Bethesda/River Road           2,638,124          7,328,398         9,966,522        (373,460)         1998               40
  MD    Towson/203 E Joppa Rd         1,307,339          4,456,968         5,764,307        (158,931)         1999               40
  MD    Germantown/Fredrick Rd        2,087,219          3,582,906         5,670,125         (90,022)         1999               40
  MI    Lincoln Park                  1,028,677          3,795,901         4,824,578        (460,379)         1995               40
  MI    Tel-Dixie                       608,495          1,725,502         2,333,997        (264,588)         1995               40
  MI    Troy/Coolidge Highway         1,268,321          3,515,687         4,784,008        (383,905)         1996               40
  MI    Grand Rapids/28th St SE         601,962          1,730,312         2,332,274        (200,283)         1996               40
  MI    Grandville/Spartan Ind Dr       583,379          1,932,636         2,516,015        (216,224)         1996               40
  MI    Linden/S Linden Rd              609,262          1,912,565         2,521,827        (223,608)         1997               40
  MI    Farmington Hills/Gr Riv             944            173,540           174,484         (47,238)         1997               40
  MI    Belleville/Old Rawsonvill         2,474          6,083,624         6,086,098        (284,766)         1998               40
  MI    Canton/Canton Center Rd           1,964          4,034,367         4,036,331        (182,676)         1998               40
  MI    Chesterfield/23 Mild Rd           2,504          4,086,799         4,089,303        (191,807)         1998               40
  MI    Mt Clemens/N River Rd             2,571          3,108,919         3,111,490        (152,927)         1998               40
  MI    Shelby Twnshp/Van Dyke            1,964          6,178,262         6,180,226        (264,407)         1998               40
  MI    Southgate/Allen Road              1,964          3,389,715         3,391,679        (150,333)         1998               40
  MI    Ypsilanti/Carpenter Rd            2,369          4,885,146         4,887,515        (221,452)         1998               40
</TABLE>



                                       52
<PAGE>

<TABLE>
<CAPTION>

<S>     <C>

  MO    Grandview                       511,576          1,584,004         2,095,580        (300,194)         1994               40
  NC    Charlotte/Tryon St            1,006,990          2,807,638         3,814,628        (345,787)         1996               40
  NC    Raleigh/Hillsborough St         756,868          2,113,858         2,870,726        (264,521)         1996               40
  NC    Charlotte/Amity Rd              951,444          2,725,355         3,676,799        (331,622)         1996               40
  NC    Fayetteville/MacArthur          598,709          1,829,182         2,427,891        (219,310)         1997               40
  NC    Fayetteville/Rim Rd             515,153          1,444,540         1,959,693        (147,180)         1997               40
  NC    Wilmington/Market St            623,664          1,755,148         2,378,812        (177,821)         1997               40
  NC    Pineville/Crump Road            765,753          2,130,562         2,896,315        (148,996)         1998               40
  NJ    Lawnside                      1,095,126          3,375,418         4,470,544        (465,510)         1995               40
  NJ    Cherry Hill/Cuthbert            720,183          2,007,248         2,727,431        (287,155)         1995               40
  NJ    Cherry Hill/Route 70            693,641          2,028,804         2,722,445        (284,750)         1995               40
  NJ    Pomona                          534,281          1,516,182         2,050,463        (186,710)         1996               40
  NJ    Mays Landing                    391,216          1,104,501         1,495,717        (132,604)         1996               40
  NJ    Hackensack/S River St         3,993,539         11,055,935        15,049,474      (1,128,136)         1996               40
  NJ    Secaucus/Paterson Plank       3,108,351          8,647,195        11,755,546        (886,046)         1996               40
  NJ    Harrison/Harrison Ave           886,738          2,699,757         3,586,495        (281,574)         1996               40
  NJ    Orange/Oakwood Ave            2,633,661          7,246,389         9,880,050        (748,378)         1996               40
  NJ    Flanders/Bartley Flanders       652,270          1,820,118         2,472,388        (207,459)         1996               40
  NJ    Mt Laurel/Ark Road              679,341          1,929,731         2,609,072        (193,779)         1997               40
  NJ    Ho Ho Kus/Hollywood Ave       4,477,747         12,267,554        16,745,301      (1,074,057)         1997               40
  NJ    Millville/S Wade Blvd           304,497          1,005,765         1,310,262        (111,442)         1997               40
  NJ    Williamstown/Glassboro Rd       484,529          1,479,193         1,963,722        (144,492)         1997               40
  NJ    West New York/55th St           854,303          2,448,651         3,302,954        (184,998)         1998               40
  NJ    Englewood/Grand Avenue        1,058,489          5,225,244         6,283,733        (131,502)         1999               40
  NJ    Edgewater/River Road          2,819,510          7,629,050        10,448,560        (223,420)         1999               40
  NJ    Tom's River/Route 37 East     1,019,345          2,765,921         3,785,266         (69,649)         1999               40
  NM    Lomas                           251,018            781,409         1,032,427        (141,028)         1994               40
  NM    Montgomery                      606,860          1,771,928         2,378,788        (325,765)         1994               40
  NM    Legion                                -          2,031,077         2,031,077        (337,469)         1994               40
  NM    Ellison                         620,366          1,823,951         2,444,317        (323,794)         1994               40
  NM    Hotel Circle                    255,163          1,729,230         1,984,393        (234,892)         1994               40
  NM    Eubank                          577,099          1,883,307         2,460,406        (338,646)         1994               40
  NM    Coors                           494,400          1,468,411         1,962,811        (248,884)         1994               40
  NM    Osuna                           696,685          2,199,983         2,896,668        (346,165)         1994               40
  NM    Santa Fe/875 W San Mateo      1,128,533          3,190,832         4,319,365        (238,173)         1998               40
  NM    Albuquerque/Central Ave,E       552,498          1,823,851         2,376,349        (246,200)         1998               40
  NV    Rainbow                         892,753          2,557,931         3,450,684        (405,411)         1994               40
  NV    Oakey                           663,607          1,932,984         2,596,591        (304,493)         1995               40
  NV    Tropicana                       815,085          2,430,970         3,246,055        (393,082)         1994               40
  NV    Sunset                          947,534          2,767,998         3,715,532        (457,951)         1994               40
  NV    Sahara                        1,217,565          3,579,172         4,796,737        (535,550)         1995               40
  NV    Charleston                      558,006          1,622,021         2,180,027        (231,774)         1995               40
  NV    Las Vegas-Sahara/Pioneer      1,043,939          2,942,081         3,986,020        (378,965)         1996               40
  NV    Las Vegas/S Nellis Blvd         621,015          1,882,099         2,503,114        (187,485)         1997               40
  NV    Las Vegas/W Cheyenne Rd         817,432          2,444,515         3,261,947        (189,915)         1998               40
  NV    Henderson/Stephanie Pl        1,654,456          4,800,534         6,454,990        (340,533)         1998               40
  NV    Las Vegas/5801 W Charlest       931,763          2,631,021         3,562,784        (187,716)         1998               40
  NY    Coram/Bald Hill               1,980,956          5,501,418         7,482,374        (637,941)         1996               40
  NY    Mahopac/Rt 6 and Lupi Ct      1,302,537          3,648,399         4,950,936        (320,940)         1997               40
  NY    Kingston/Sawkill Rd             680,141          1,982,391         2,662,532        (197,098)         1997               40
  NY    New Paltz/So Putt Corners       550,013          1,669,141         2,219,154        (158,574)         1997               40
  NY    Saugerties/Route 32             680,270          2,048,645         2,728,915        (247,111)         1997               40
  NY    Amsterdam/Route 5 So            397,286          1,156,774         1,554,060        (108,579)         1997               40
  NY    Ridge/Middle Country Rd       1,360,419          3,745,752         5,106,171        (272,972)         1998               40
  NY    Bronx/Third Avenue              768,920          2,245,329         3,014,249        (178,859)         1998               40
  NY    New Rochelle/Huguenot St      1,365,672          3,971,299         5,336,971        (302,536)         1998               40
  NY    Mt Vernon/Northwest St            5,552          5,481,396         5,486,948        (417,956)         1998               40
  NY    Bronx/Zerega Avenue           1,597,074          4,511,615         6,108,689        (337,166)         1998               40
  NY    Bronx/Bruckner Blvd           4,646,626         13,092,568        17,739,194        (955,556)         1998               40
  NY    Bronx/112 Bruckner Blvd       2,823,516          7,732,202        10,555,718        (450,717)         1998               40
  NY    Brooklyn/Albemarle Rd         3,443,462          9,499,496        12,942,958        (564,286)         1998               40
  NY    Long Island City/Starr        4,417,524         12,144,912        16,562,436        (710,194)         1998               40
  NY    New York/W 143rd St           1,822,780          5,053,176         6,875,956        (315,280)         1998               40
  NY    Brooklyn/John St              3,487,270          9,660,584        13,147,854        (576,477)         1998               40
</TABLE>



                                       53
<PAGE>

<TABLE>
<CAPTION>

<S>     <C>

  NY    New York/W 21st St.           3,920,704         10,766,302        14,687,006        (614,808)         1998               40
  NY    Hicksville/S Broadway         1,224,032          3,332,274         4,556,306        (110,258)         1999               40
  NY    Yonkers/Saw Mill River        1,547,491          4,343,141         5,890,632        (152,541)         1999               40
  NY    White Plains/S Kensico        1,297,085          3,704,200         5,001,285        (131,336)         1999               40
  NY    New York/531 W 21st St        3,933,027         10,758,448        14,691,475        (349,890)         1999               40
  NY    Hauppage/Old Willets Path       713,348          4,139,992         4,853,340         (40,310)         2000               40
  OH    Akron/Chenoweth Rd              541,661          1,633,599         2,175,260        (194,971)         1997               40
  OH    Streetsboro/Frost Rd            622,985          1,993,026         2,616,011        (234,460)         1997               40
  OH    Kent/Cherry St                  514,697          1,527,904         2,042,601        (178,892)         1997               40
  OH    Amherst/Leavitt                 393,156          1,212,877         1,606,033        (153,666)         1997               40
  OH    East Lake/Lakeland Blvd         433,600          1,401,857         1,835,457        (167,671)         1997               40
  OH    Mentor/Mentor Ave             1,052,166          3,017,948         4,070,114        (332,842)         1997               40
  OH    Mentor/Heisley Road             338,504          1,163,687         1,502,191        (118,911)         1997               40
  OH    Columbus/W Broad St             896,942          2,636,663         3,533,605        (227,852)         1997               40
  OH    Columbus/S High St              789,851          2,241,314         3,031,165        (201,927)         1997               40
  OH    Columbus/Innis Rd             1,702,121          5,516,978         7,219,099        (402,976)         1997               40
  OH    Columbus/E Main St              669,964          1,965,845         2,635,809        (174,500)         1997               40
  OH    Columbus/E Cooke Rd           1,185,678          3,409,313         4,594,991        (299,887)         1997               40
  OH    Worthington/Reliance St         533,063          1,534,055         2,067,118        (139,618)         1997               40
  OH    Delaware/State Rt 23             78,878            271,208           350,086         (36,677)         1997               40
  OH    Trotwood/Salem Bend Dr        1,047,147          2,987,606         4,034,753        (273,929)         1997               40
  OH    Worthington/Alta View Blv       438,635          1,225,877         1,664,512        (100,724)         1997               40
  OH    Columbus/W Dublin-Grand         829,997          2,355,479         3,185,476        (198,886)         1997               40
  OH    Dublin/Old Avery Road           713,365          2,027,021         2,740,386        (171,030)         1997               40
  OH    Hilliard/Parkway Lane           740,557          2,091,367         2,831,924        (178,411)         1997               40
  OH    Columbus/Urlin Avenue           830,830          2,356,077         3,186,907        (171,383)         1998               40
  OH    Columbus/Schofield Dr           580,734          1,692,062         2,272,796        (135,752)         1998               40
  OH    Columbus/Wilson Road            732,102          2,106,314         2,838,416        (185,479)         1998               40
  OH    Columbus/2929 Dublin Rd         709,914          2,030,978         2,740,892        (147,204)         1998               40
  OH    Columbus/Kenny Road             717,989          2,083,322         2,801,311        (158,476)         1998               40
  OH    Columbus/South Hamilton         360,448          1,071,735         1,432,183        (107,458)         1998               40
  OK    Sooner Road                     453,185          1,394,921         1,848,106        (246,452)         1994               40
  OK    10th Street                     621,413          1,707,773         2,329,186        (231,905)         1994               40
  OK    Midwest City                    443,545          1,332,389         1,775,934        (239,935)         1994               40
  OK    Meridian                        244,143          1,127,779         1,371,922        (198,277)         1994               40
  OK    Air Depot                       347,690          1,114,440         1,462,130        (226,696)         1994               40
  OK    Peoria                          540,318          1,594,462         2,134,780        (246,262)         1995               40
  OK    11th & Mingo                    757,054          2,300,200         3,057,254        (368,855)         1995               40
  OK    Skelly                          173,331            603,737           777,068        (108,448)         1995               40
  OK    Lewis                           626,512          1,822,018         2,448,530        (268,296)         1995               40
  OK    Sheridan                        531,978          1,633,762         2,165,740        (260,620)         1995               40
  OK    OKC/33rd Street                 270,631            866,816         1,137,447        (131,872)         1996               40
  OK    OKC/South Western               722,126          1,982,779         2,704,905        (203,912)         1997               40
  OK    Tulsa/So Garnett Road           358,960          1,144,376         1,503,336         (86,921)         1997               40
  OK    NW Expressway/Roxbury           599,660          1,935,965         2,535,625        (315,467)         1998               40
  OR    Hillsboro/229th Ave           1,201,930          3,354,511         4,556,441        (400,914)         1996               40
  OR    Beaverton/Murray Ave          1,090,571          3,054,363         4,144,934        (364,490)         1996               40
  OR    Aloha/185th Ave               1,340,729          3,681,112         5,021,841        (426,293)         1996               40
  PA    King of Prussia               1,354,359          3,812,796         5,167,155        (556,675)         1995               40
  PA    Warminster                      891,048          2,830,727         3,721,775        (379,913)         1995               40
  PA    Allentown                       578,632          1,701,298         2,279,930        (268,869)         1995               40
  PA    Bethlehem                       843,324          2,432,135         3,275,459        (374,816)         1995               40
  PA    Norristown                      872,159          2,496,441         3,368,600        (319,088)         1996               40
  PA    Malvern/E Lancaster           1,078,203          4,545,870         5,624,073        (297,502)         1997               40
  PA    West Chester/Downington         568,490          1,652,519         2,221,009        (192,225)         1997               40
  PA    Huntingdon Valley/Welsh         586,181          1,620,619         2,206,800        (129,967)         1998               40
  PA    Philadelphia/Wayne Ave        1,784,728          5,071,388         6,856,116        (318,225)         1998               40
  TN    SUSA Partnership L.P.        13,783,769         55,646,252        69,430,021      (6,852,998)          N/A              N/A
  TN    Summer                          172,093          2,845,289         3,017,382        (937,980)         1986               40
  TN    Union                           485,570          4,337,996         4,823,566        (716,761)         1987               40
  TN    Memphis/Mt Moriah             1,034,883          2,714,126         3,749,009        (626,483)         1989               40
  TN    Antioch/Nashville               822,125          2,459,031         3,281,156        (435,099)         1994               40
  TN    Keyport (Gateway)               403,492          1,227,500         1,630,992        (208,716)         1994               40
  TN    Chattanooga                     684,433          2,333,478         3,017,911        (243,917)         1995               40
</TABLE>



                                       54
<PAGE>

<TABLE>
<CAPTION>


<S>     <C>

  TN    Memphis/Ridgeway                638,849          2,421,346         3,060,195        (304,766)         1995               40
  TN    Winchester                      774,069          3,508,780         4,282,849        (238,835)         1997               40
  TN    Nashville/Lebanon Pike        1,369,780          3,818,047         5,187,827        (451,198)         1996               40
  TN    Nashville/Haywood               450,922          1,328,575         1,779,497        (163,130)         1996               40
  TN    Nashville/Murfreesboro          723,197          2,326,647         3,049,844        (172,727)         1996               40
  TN    Memphis/2939 Poplar           1,839,659          4,633,102         6,472,761        (277,112)         1997               40
  TN    Nashville/Trousdale           1,441,554          4,669,840         6,111,394        (440,045)         1996               40
  TN    Nashville/Murfreesboro        1,226,323          3,469,684         4,696,007        (384,058)         1996               40
  TN    Nashville/Old Hickory Rd      1,275,879          3,686,545         4,962,424        (413,083)         1996               40
  TN    Antioch/Bell Road               845,328          2,442,580         3,287,908        (283,552)         1996               40
  TN    Franklin/Liberty Pike           848,428          3,240,885         4,089,313        (291,214)         1996               40
  TN    Memphis/5675 Summer Ave         384,520          1,235,005         1,619,525        (136,081)         1997               40
  TN    Memphis/4705 Winchester         426,742          1,412,713         1,839,455        (170,489)         1997               40
  TN    Memphis/Madison Avenue          190,273            680,409           870,682        (109,978)         1997               40
  TN    Memphis/Raleigh-LaGrange        283,689            886,123         1,169,812        (101,742)         1997               40
  TN    Memphis/4175 Winchester         233,998            743,803           977,801         (93,300)         1997               40
  TN    Memphis/American Way            327,439          1,125,204         1,452,643        (123,466)         1997               40
  TN    Memphis/6390 Winchester         349,851          1,112,902         1,462,753        (117,353)         1997               40
  TN    Collierville/W Poplar         1,122,353          2,400,984         3,523,337        (203,050)         1997               40
  TN    Antioch/2757 Murfreesboro     1,341,846          3,790,772         5,132,618        (346,698)         1997               40
  TN    Memphis/Shelby Oaks             450,081          1,398,913         1,848,994        (133,248)         1997               40
  TN    Cordova/Autumn Creek            766,179          2,147,099         2,913,278        (180,556)         1998               40
  TN    Cordova/N Germantown            996,671          2,808,255         3,804,926        (223,994)         1998               40
  TN    Cordova/Moriarty Rd             684,646          1,939,837         2,624,483        (155,281)         1998               40
  TN    Cordova/Germantown Pkwy       1,432,040          2,646,386         4,078,426        (158,770)         1998               40
  TN    Memphis/Hickory Hill            720,000          3,751,060         4,471,060        (168,921)         1998               40
  TN    Bartlett/Germantown Rd N        720,188          2,005,915         2,726,103        (109,257)         1999               40
  TN    Memphis/7301 Winchester       1,023,314          2,799,641         3,822,955        (148,566)         1998               40
  TN    Bartlett/6937 Stage Road        629,149          2,991,157         3,620,306         (95,857)         1999               40
  TN    Memphis/Kirby Parkway           554,334          1,651,920         2,206,254         (74,062)         1999               40
  TN    Memphis/Covington Way         1,005,904          2,735,890         3,741,794         (28,550)         2000               40
  TX    White Settlement              1,370,978          3,435,090         4,806,068        (565,060)         1994               40
  TX    Airport Freeway                 616,535          2,008,159         2,624,694        (330,561)         1994               40
  TX    Midway                        1,169,859          3,392,857         4,562,716        (456,050)         1994               40
  TX    Dallas/Preston                1,194,744          3,284,864         4,479,608        (433,890)         1995               40
  TX    Bedford                         927,520          2,629,150         3,556,670        (322,761)         1996               40
  TX    Spring/I-45 North             1,114,300          3,173,015         4,287,315        (343,480)         1996               40
  TX    Sugarland/Old Mill Rd           681,063          1,979,195         2,660,258        (228,416)         1996               40
  TX    Dallas/N Dallas Pkwy            895,071          2,487,976         3,383,047        (260,076)         1997               40
  TX    Alvin/Mustang Road              372,810          1,115,082         1,487,892        (161,968)         1997               40
  TX    Clute/Brazos Park Drive         617,041          1,904,885         2,521,926        (163,519)         1997               40
  TX    Houston/South Main            1,107,133          3,013,431         4,120,564        (237,826)         1997               40
  TX    Austin/McNeil Drive             916,403          2,516,382         3,432,785        (197,304)         1998               40
  TX    Plano/Wagner Way              1,043,240          2,858,360         3,901,600        (223,258)         1998               40
  TX    Carrollton/W Frankford Rd       795,891          2,191,534         2,987,425        (174,056)         1998               40
  TX    Pasadena/Red Bluff Rd           608,467          1,733,614         2,342,081        (148,208)         1998               40
  TX    Dallas/N Central Express      1,217,617          3,368,716         4,586,333        (280,305)         1998               40
  TX    Spring/Spring Stuebner          623,950          1,799,155         2,423,105        (135,668)         1998               40
  TX    Addison/16280 Addison Rd      1,392,860          3,803,729         5,196,589        (209,195)         1998               40
  TX    Grapevine/State Highway       1,254,651          3,418,922         4,673,573        (132,961)         1999               40
  TX    Dallas/Lemmon Ave             1,211,599          3,338,342         4,549,941        (131,473)         1999               40
  TX    Dallas/19211 Preston Road     1,371,378          3,739,171         5,110,549        (145,317)         1999               40
  UT    Sandy                           949,065          2,661,452         3,610,517        (441,774)         1994               40
  UT    West Valley                     576,248          1,649,322         2,225,570        (214,303)         1995               40
  VA    Fairfax Station               1,131,884          2,352,123         3,484,007        (444,029)         1993               40
  VA    Chantilly                       882,257          3,230,294         4,112,551        (479,655)         1994               40
  VA    Reston                          551,285          2,522,331         3,073,616        (285,375)         1996               40
  VA    Falls Church                  1,226,736          3,565,018         4,791,754        (491,085)         1995               40
  VA    Willow Lawn                   2,278,761          5,545,920         7,824,681        (472,002)         1996               40
  VA    Stafford/Jefferson Davis        756,323          2,149,194         2,905,517        (243,901)         1996               40
  VA    Fredericksburg/Jefferson        832,246          1,908,895         2,741,141        (207,924)         1996               40
  VA    Fredericksburg/Plank Rd       1,152,842          3,525,321         4,678,163        (263,529)         1996               40
  VA    Alexandria/N Henry St         2,441,309          6,738,608         9,179,917        (546,752)         1997               40
  VA    Falls Church/Hollywood Rd     2,225,719          6,129,274         8,354,993        (490,266)         1997               40
</TABLE>



                                       55
<PAGE>

<TABLE>
<CAPTION>

<S>     <C>

  VA    Alexandria/Kings Centre       1,612,518          3,056,552         4,669,070        (178,891)         1998               40
  VA    Fairfax/Prosperity Ave        1,132,852          3,770,404         4,903,256        (146,713)         1999               40
  VA    Sterling/Woodland Rd            653,670          3,260,805         3,914,475        (126,714)         1999               40
  VA    Falls Church/Seminary Rd        580,267          2,307,096         2,887,363          (1,558)         2000               40
  WA    Vancouver/78th St               756,643          2,127,466         2,884,109        (254,632)         1996               40
  WA    Seattle/N 130th Street        1,763,737          4,773,201         6,536,938        (121,105)         1999               40
                                    ------------------------------------------------------------------------------------------------

                                        421,950,371      1,288,774,578     1,710,724,949       (132,526,556)
                                      ==============================================================================================

Balance at December 31, 1999
                                                             1,670,892
         Additions during period:
        Acquisitions-other                   18,883
        Development                          37,398
        Facility expansions                   4,975
        Improvements and other               14,357
                                      ---------------------------------
                                                                75,613
        Deductions during period:
        Properties exchanged                                   (35,780)
                                                    -------------------

Balance at December 31, 2000                                 1,710,725
                                                    ===================
</TABLE>




                                       56
<PAGE>

Schedule IV
SUSA Partnership, L.P.
Mortgage Loans on Real Estate
as of December 31, 2000


Column A, Description:  The Company's whole loan portfolio at December 31, 2000,
which  primarily  consists of first  mortgages on  self-storage  facilities,  is
presented in the following table (dollar amounts in thousands):

<TABLE>
<CAPTION>
                  Column A (continued)                            Column B                 Column C            Column G
-----------------------------------------------------------------------------------------------------------------------------
                   Range of                     Number         Interest Rate               Maturity         Carrying Amount
               Carrying Amounts                of Loans        as of 12/31/00                Date            Of mortgages
-----------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                       <C>      <C>                        <C>                    <C>
Construction Loans:          $0 - $1,000               7        9.50 - 10.50               Various                $    4,225
                            1,001 - 2,000              6       10.00 - 10.50               Various                     8,003
                            2,001 - 3,000              7           10.00                   Various                    19,127
                            3,001 - 3,300              4           10.00                   Various                    12,767
                                3,440                  1           10.00                   12/31/03                    3,440
                                3,524                  1            9.97                   4/30/03                     3,524
                                3,540                  1           10.00                   3/31/02                     3,540
                                3,583                  1           10.00                   12/31/03                    3,583
                                3,659                  1            9.50                   4/30/01                     3,659
                                3,729                  1           10.00                   12/31/03                    3,729
                                3,817                  1           10.00                   12/31/03                    3,817
                                3,946                  1           10.00                   12/31/03                    3,946
                                4,005                  1           10.00                   6/18/02                     4,005
                                4,295                  1            9.50                   10/30/01                    4,295
                                4,598                  1            9.50                   2/28/02                     4,598
                                4,777                  1           10.00                    2/5/03                     4,777
                                4,804                  1           10.00                   12/31/03                    4,804
                                4,987                  1           10.00                   12/31/03                    4,987
                                4,988                  1           10.00                   2/28/02                     4,988
                                5,662                  1            8.00                   6/30/05                     5,662
                                               ----------                                                  ------------------
                                                      40                                                         $   111,476
                                               ----------                                                  ------------------
</TABLE>

Notes:

(1)  Reconciliation   of  carrying   amounts  of  mortgage   loans  (amounts  in
     thousands):

     Balance at December 31, 1999                        $117,022
     Additions during 2000
        Loan Advances                                      16,404
        Other - Accrued interest                            2,488
     Deductions during 2000
        Collections of Principal                          (24,438)
                                                    --------------
     Balance at December 31, 2000                        $111,476
                                                    ==============

(2)  Single  franchisees  of Storage USA Franchise  Corp. may be mortgagees on a
     number of loans.  Typically,  each loan is secured by a single self-storage
     facility.
(3)  Interest  only  is due  on the  loans  during  the  first  two  years  with
     amortization of principal commencing in the third year based upon a 25-year
     schedule.
(4)  As of February 28, 2001, no interest was delinquent on these loans.


                                       57
<PAGE>

(5)  The  geographic  distribution  of the  Company's  whole loan  portfolio  at
     December 31, 2000 is as follows (dollar amounts in thousands):

     State or Territory               Loans     Carrying Amount
     -----------------------------------------------------------
     Texas                                8             $22,950
     California                           8               8,674
     Missouri                             3              12,351
     Florida                              3               6,653
     New York                             2              10,440
     Pennsylvania                         2               8,894
     New Jersey                           2               7,100
     New Mexico                           2               6,598
     Colorado                             2               5,041
     Alabama                              2               4,384
     Other states, 1 loan each            6              18,391
                                     ---------------------------
                                         40            $111,476
                                     ---------------------------






                                       58
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
our behalf by the undersigned, thereunto duly authorized.


                                   SUSA PARTNERSHIP, L.P.
                                   BY STORAGE USA, INC.,
                                   GENERAL PARTNER

                                   By: /s/ Christopher P. Marr
                                       ---------------------------
                                   Christopher P. Marr
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)


                                POWER OF ATTORNEY

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                          Signature                                  Title                                         Date
                          ---------                                  -----                                         ----
<S> <C>
                  /s/ Dean Jernigan                           Chairman of the Board of Directors              March 30, 2001
                  ----------------------------                Chief Executive Officer (Principal
                  Dean Jernigan                               Executive Officer)

                  /s/ Howard P. Colhoun                       Director                                        March 30, 2001
                  ----------------------------
                  Howard P. Colhoun

                  /s/ C. Ronald Blankenship                   Director                                        March 30, 2001
                  ----------------------------
                  C. Ronald Blankenship

                  /s/ Harry J. Thie                           Director                                        March 30, 2001
                  ----------------------------
                  Harry J. Thie

                  /s/ Mark Jorgensen                          Director                                        March 30, 2001
                  ----------------------------
                  Mark Jorgensen

                  /s/ John McCann                             Director                                        March 30, 2001
                  ----------------------------
                  John McCann

                  /s/ William D. Sanders                      Director                                        March 30, 2001
                  ----------------------------
                  William D. Sanders

                  /s/ Caroline S. McBride                     Director                                        March 30, 2001
                  ----------------------------
                  Caroline S. McBride

                  /s/ Alan B. Graf, Jr.                       Director                                        March 30, 2001
                  ------------------------
                  Alan B. Graf, Jr.
</TABLE>


                                       59
<PAGE>

                                  EXHIBIT INDEX

     Certain of the following documents are filed herewith. Certain other of the
following  documents have been previously filed with the Securities and Exchange
Commission and, pursuant to Rule 12b-32, are incorporated herein by reference.

       Exhibit No.  Description
       -----------  -----------

          3.1       Amended  and  Restated  Charter of Storage  USA,  Inc.  (the
                    "GP"),  (filed as Exhibit 3.1 to our Registration  Statement
                    on Form  S-3  (File  No.  333-44641),  and  incorporated  by
                    reference herein).

          3.2*      Restated and Amended Bylaws of the GP.

          4*        Specimen Common Stock Certificate.

          10.1*     Agreement  between  the GP and  certain  executive  officers
                    prohibiting conflicting self-storage interests.

          10.2*     GP's 1993 Omnibus Stock Plan.

          10.3*     SUSA Partnership,  L.P. (the  "Partnership")  401(k) Savings
                    Plan.

          10.4**    Form  of   Registration   Rights   Agreement   relating   to
                    Partnership unit issuances in 1994.

          10.5++    Form of  Agreement of General  Partners  relating to certain
                    Partnership   unit   issuances   in  1995  and  schedule  of
                    beneficiaries.

          10.6++    Form of Registration  Rights  Agreement  relating to certain
                    issuances  of  Partnership  units after 1994 and schedule of
                    beneficiaries.

          10.7++    Form of Stock Purchase Agreement in connection with the GP's
                    1995 Employee  Stock Purchase and Loan Plan, and schedule of
                    participants.

          10.8++    Form of  Promissory  Note in  connection  with the GP's 1995
                    Employee  Stock  Purchase  and Loan Plan,  and  schedule  of
                    issuers.

          10.9++++  Second Amended and Restated Agreement of Limited Partnership
                    of  the  Partnership,  dated  as  September  21,  1994  (the
                    "Partnership Agreement").

          10.10     First  Amendment to the Partnership  Agreement,  dated March
                    19,  1996 (filed as Exhibit  10.3 to our  Current  Report on
                    Form  8-K/A,  filed  April  1,  1996,  and  incorporated  by
                    reference herein).

          10.11     Second Amendment to the Partnership  Agreement,  dated as of
                    June 14, 1996 (filed as Exhibit  10.0 to our Current  Report
                    on Form  8-K/A  filed July 17,  1996,  and  incorporated  by
                    reference herein).

          10.12     Third Amendment to Partnership Agreement, dated as of August
                    14, 1996 (filed as Exhibit 10.1 to our  Amendment No. 1 to a
                    Registration Statement on Form S-3 (File No. 333-04556), and
                    incorporated by reference herein).

          10.13     Strategic  Alliance  Agreement,  dated as of March 1,  1996,
                    between  the GP  and  Security  Capital  Holdings  S.A.  and
                    Security  Capital U.S.  Realty (filed as Exhibit 10.1 to our
                    Current  Report on Form  8-K,  filed on April 1,  1996,  and
                    incorporated by reference herein).

          10.14     Amendment No. 1 to Strategic Alliance Agreement,  dated June
                    14,  1996,  between  the GP, the  Partnership,  Storage  USA
                    Trust,  Security  Capital U.S.  Realty and Security  Capital
                    Holdings, S.A. (filed as Exhibit 10.2 to our Amendment No. 1
                    to Registration  Statement on Form S-3 (File No. 333-04556),
                    and incorporated by reference herein).

          10.15     Registration  Rights Agreement,  dated as of March 19, 1996,
                    between the GP, Security Capital Holdings, S.A. and Security
                    Capital U.S.  Realty (filed as Exhibit 10.2 to the Company's
                    Current  Report on Form  8-K,  filed on April 1,  1996,  and
                    incorporated by reference herein).


                                       60
<PAGE>

          10.16     Indenture,  dated November 1, 1996,  between the Partnership
                    and First  National  Bank of Chicago,  as Trustee  (filed as
                    Exhibit  10.1 to our  Current  Report on Form 8-K,  filed on
                    November 8, 1996,  and  incorporated  by reference  herein).
                    10.17+ First  Amendment to the  Adoption  Agreement  for our
                    401(k) Plan.

          10.18     Amended  and  Restated   Revolving  Credit  Agreement  dated
                    December 23, 1997 (filed as an exhibit to our current Report
                    on Form 8-K, filed on January 20, 1998,) and incorporated by
                    reference herein.

          10.19##   Second Amendment to Strategic Alliance Agreement dated as of
                    November 20, 1997,  between the GP and Security Capital U.S.
                    Realty.

          10.20##   Fourth   Amendment  to  the  Second   Amended  and  Restated
                    Agreement of Limited  Partnership of SUSA Partnership,  L.P.
                    dated as of November 12, 1998.

          10.21##   Amendment No. 3 to the GP's 1993 Omnibus  Stock Plan,  dated
                    as of December 16, 1996.

          10.22##   Amendment No. 4 to the GP's 1993 Omnibus  Stock Plan,  dated
                    as of November 4, 1998.

          10.23##   The GP's 1996 Officers' Stock Option Loan Program, effective
                    as of December 16, 1996.

          10.24##   Form of  Restricted  Stock  Award  pursuant to the GP's 1993
                    Omnibus Stock Plan.

          10.25##   The GP's 1998  Non-Executive  Employee  Stock  Option  Plan,
                    effective as of November 4, 1998.

          10.26##   The  GP's  1999  Shareholder  Value  Plan,  effective  as of
                    January 1, 1999.

          10.27##   Employment  Agreements  for:  Larry Hohl,  Executive  VP and
                    Senior  Operating  Officer,  dated as of  September 1, 1998,
                    John McConomy, Executive VP and General Counsel, dated as of
                    July 24, 1998, Richard Stern, Senior VP, Development,  dated
                    as  of  May  15,  1998,  Morris  J  Kriger,   Executive  VP,
                    Acquisitions, dated as of December 6, 1995.

          10.28###  Second  Amended  and  Restated  Unsecured  Revolving  Credit
                    Agreement, dated as of May 26, 1999.

          10.29###  Limited  Liability  Company Agreement of Storage Portfolio I
                    LLC, by and between SUSA Partnership, L.P. and FREAM No. 18,
                    LLC, dated May 13, 1999.

          10.30###  First Amendment to Limited  Liability  Company  Agreement of
                    Storage Portfolio I LLC, dated as of June 7, 1999.

          10.31###  Amendment No. 2 to the GP's 1995 Employee Stock Purchase and
                    Loan Plan, dated as of May 5, 1999.

          10.32#### Form  of  Severance   Agreement  between  the  GP  and  Dean
                    Jernigan,  Chairman,  President and Chief Executive Officer,
                    effective August 16, 1999.

          10.33#### Form of Severance  Agreement  between the GP and Christopher
                    P. Marr, Chief Financial Officer, effective August 16, 1999.

          10.34#### Form of Change of Control Severance Agreement between the GP
                    and each of: (I) John W. McConomy, Executive Vice President,
                    General Counsel and Secretary;  (II) Karl T. Haas, Executive
                    Vice President Operations;  (III)Morris J. Kriger, Executive
                    Vice President Acquisitions; (IV) Francis C. ("Buck") Brown,
                    III, Senior Vice President Human  Resources;  (V) Richard B.
                    Stern,  Senior Vice President  Development;  (VI) Russell W.
                    Williams,  Senior Vice President  Sales and  Marketing;  and
                    (VII)Mark   E.  Yale,   Senior  Vice   President   Financial
                    Reporting, effective August 16, 1999.


                                       61
<PAGE>

          10.35#### Form of Change of Control Severance Agreement between the GP
                    and each of: (I) Teresa K. Corona, Vice President,  Investor
                    Relations, (II) Michael P. Kenney, Vice President Operations
                    - Western Division,  (III)Stephen R. Nichols, Vice President
                    Operations - Eastern  Division,  (IV) Richard J. Yonis, Vice
                    President  Operations - Central  Division,  effective August
                    16, 1999.

          10.36#### Amendment No. 3 to the GP's 1995 Employee Stock Purchase and
                    Loan Plan dated as of August 5, 1999.

          10.37#### Amended  and  Restated  Amendment  No.  4 to the  GP's  1993
                    Omnibus Stock Plan dated as of November 4, 1998.

          10.38#### Employment Agreement between the GP and Christopher P. Marr,
                    Chief Financial Officer, dated as of August 4, 1999.

          10.39#### Employment  Agreement  between  the GP and  Bruce  F.  Taub,
                    Senior Vice  President,  Capital  Markets,  dated as of June
                    12,1998.

          10.40x    Storage USA Press Release dated December 1, 1999, announcing
                    joint ventures With GE Capital Corporation.

          10.41x    Storage USA Press Release dated December 1, 1999, announcing
                    approval of repurchase program.

          10.42x    Summary of Material Terms of the GE Capital Transactions.

          10.43xx   Limited Liability  Company Agreement of Storage  Development
                    Portfolio,  L.L.C.,  dated  November  30, 1999  between SUSA
                    Partnership, L.P. and Storage Ventures, L.P.

          10.44xx   Limited Liability  Company Agreement of Storage  Acquisition
                    Portfolio,  L.L.C.,  dated  November  30, 1999  between SUSA
                    Partnership, L.P. and Storage Ventures, L.P.

          10.45xx   Warrant  Purchase  Agreement dated November 30, 1999 between
                    the GP and Storage Ventures, L.P.

          10.46xx   Common Stock Warrant,  dated November 30, 1999 issued by the
                    GP to Storage Ventures, L.P.

          10.47xx   Participation Rights Letter dated November 12, 1999 from the
                    GP to Security Capital U.S. Realty Management.

          10.48xxx  Amendment No. 5 to the GP's 1993 Omnibus  Stock Plan,  dated
                    February 2, 2000.

          10.49xxx  Form of Change of Control Severance Agreement between the GP
                    and each of (I) Bruce F. Taub (II) Carol E. Shipley.

          10.50xxxx Form  of  Employment  Agreement  between  the  GP  and  Dean
                    Jernigan, effective February 3, 2000.

          10.51xxxx Form of Employment  Agreement between the GP and Christopher
                    P. Marr, effective February 3, 2000.

          10.52xxxx Form of  Employment  Agreement  between  the GP and  John W.
                    McConomy, effective February 3, 2000.

          10.53xxxx Form of Employment  Agreement  between the GP and Francis C.
                    Brown III, effective February 3, 2000.

          10.54xxxx Form of  Employment  Agreement  between  the GP and  Mark E.
                    Yale, effective February 3, 2000.

          10.55     Press Release,  dated April 26, 2000, filed as an exhibit to
                    our current  Report on Form 8-K,  filed on May 2, 2000,  and
                    incorporated by reference herein.

          10.56&    Amendment No. 4 to the GP's 1995 Employee Stock Purchase and
                    Loan Plan dated as of May 3, 2000.

          10.57&    Employment  Agreement  between  the GP and  Bruce  F.  Taub,
                    Senior Vice President, Acquisitions, dated as of February 3,
                    2000.

                                       62
<PAGE>

          10.58     Letter  Agreement,  dated  July 7,  2000,  between  Security
                    Capital Group  Incorporated  and the GP, filed as an exhibit
                    to our  Quarterly  Report on Form 10-Q for the quarter ended
                    September 30, 2000, and incorporated by reference herein.

          10.59     Form of  Restricted  Share Unit Award  pursuant  to the GP's
                    1993 Omnibus Stock Plan.

          10.60     Form of  Employment  Agreement  between  the GP and Edwin F.
                    Ansbro, effective January 1, 2001.

          10.61     Form of Change of Control Severance Agreement between the GP
                    and Edwin F. Ansbro, effective January 1, 2001.

          21        Subsidiaries of Registrant.

          23        Consent of Independent Accountants.




  *          Filed as an  Exhibit  to the GP's  Registration  Statement  on Form
             S-11, File No. 33-74072,  as amended, and incorporated by reference
             herein.

  **         Filed as an  Exhibit  to the GP's  Registration  Statement  on Form
             S-11, File No. 33-82764,  as amended, and incorporated by reference
             herein.

  ***        Filed as an  Exhibit  to our  Annual  Report  on Form  10-K for the
             fiscal year ended December 31, 1994, and  incorporated by reference
             herein.

  +          Filed as an  Exhibit  to our  Annual  Report  on Form  10-K for the
             fiscal year ended December 31, 1995, and incorporated by reference.

  ++         Filed as an Exhibit to our  Current  Report on Form 8-K, as amended
             to  Form  8-K/A  Filed  November  17,  1995,  and  incorporated  by
             reference herein.

  ++         Filed as an Exhibit to our  Current  Report on Form 8-K,  filed May
             30, 1995, and incorporated by reference herein.

  ++++       Filed as an Exhibit to the GP's Registration Statement on Form S-3,
             File No. 33-91302, and incorporated by reference herein.

  #          Filed as an  Exhibit  to our  Current  Report  on Form  8-K,  filed
             November 20, 1998, and incorporated by reference herein.

  ##         Filed as an  Exhibit  to our  Annual  Report  on Form  10-K for the
             fiscal year ended December 31, 1998, and incorporated by reference.

  ###        Filed as an  Exhibit to our  Quarterly  Report on Form 10-Q for the
             quarterended June 30, 1999, and incorporated by reference herein.

  ####       Filed as an  Exhibit to our  Quarterly  Report on Form 10-Q for the
             quarter ended  September 30, 1999,  and  incorporated  by reference
             herein.

  x          Filed as an  Exhibit  to our  Current  Report  on Form  8-K,  filed
             December 1, 1999, and incorporated by reference herein.

  xx         Filed as an  Exhibit to our  Current  Report on Form  8-K/A,  filed
             December 9, 1999, and incorporated by reference herein.

  xxxx       Filed as an  Exhibit to our  Quarterly  Report on Form 10-Q for the
             quarter ended March 31, 2000, and incorporated by reference herein.

  &          Filed as an  Exhibit to our  Quarterly  Report on Form 10-Q for the
             quarter ended June 30, 2000, and incorporated by reference herein.



                                       63