SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                                  FORM 10-K/A
    

            (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, 1996

          ( )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 001-12910

                             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
10440 Little Patuxent Parkway, Suite 1100,                 21044
               Columbia, MD                              (Zip Code)
 (Address of principal executive offices)


       Registrant's telephone number, including area code: (410) 730-9500

           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 15, 2003


        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 units held by  non-affiliates  of the
registrant  was  approximately  $72,106,000  as of  March  26,  1997,  based  on
1,903,797 units held by non-affiliates of the registrant. (For this computation,
the  registrant  has  excluded  the  market  value  of  all  units  reported  as
beneficially  owned by executive  officers and directors of the  registrant  and
certain other stockholders;  such an exclusion shall not be deemed to constitute
an admission that any such person is an "affiliate" of the registrant.)

                                   1,903,797
(Number of units of limited partnership interest outstanding as of March 26,
1997)

                       DOCUMENTS INCORPORATED BY REFERENCE

         Part II and Part III incorporate  certain information by reference from
the Storage USA, Inc.'s 1996 Annual Report to Shareholders  and from the Storage
USA,  Inc.'s  definitive  proxy  statement  to be filed with respect to the 1997
Annual Meeting of Shareholders.

<PAGE>
This 10-K/A is being filed to amend  Exhibit 99 to include a page  inadvertently
ommitted from the original filing and to correct certain immaterial errors.
<PAGE>


<PAGE>

                                     PART IV


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

(a)      The  following  documents  are filed as a part of this  report  and are
         hereby incorporated by reference:

<TABLE>
<CAPTION>
<S> <C>
                                                                                     1996 Annual Report to      Form 10-K
                                                                                   Shareholders (Exhibit 13)
                                                                                                              ---------------
                                                                                                 Page Numbers
                                                                                          (Manually signed original)
                                                                                   ------------------------------------------
    1.    Financial Statements:

          Report of Coopers & Lybrand L.L.P.                                                               __            ___

          Balance sheets as of December 31, 1996 and 1995                                                  __            ___
          Statements  of  operations  for the years ended  December 31, 1996 and
          1995, for the period March 24, 1994 (inception) through December 31,
          1994.                                                                                            __            ___

          Statements of cash flows for the years ended December 31, 1996 and
          1995, for the period March 24, 1994 (inception) through December 31,
          1994.                                                                                            __            ___

          Statements of Partnership Capital for the years ended December 31,
          1996 and 1995, for the period March 24, 1994 (inception) through
          December 31, 1994.                                                                              ___            ___

          Notes to financial statements                                                                  ____           ____

          Supplementary information on Quarterly financial data (unaudited)                                 __            ___
          Selected Financial Data                                                                        ____           ____

          Schedule III, Real Estate and Accumulated  Depreciation as of December                           ____          ____
          31, 1996

          Report of Independent Accountants                                                                ____          ____ 

</TABLE>

         All other  schedules are omitted since the required  information is not
present or is not present in amounts  sufficient  to require  submission  of the
schedule,  or because the  information  required  is  included in the  financial
statements and notes thereto.

(b)      Reports on Form 8-K

         On October 24, 1996, the  Partnership  filed its Current Report on Form
8-K.  The filing  included  the  following  historical  and pro forma  financial
statements  with  respect to the 9  self-storage  facilities  referred to in the
filing.

         Financial Statements Applicable to Real Estate Properties Acquired:
         o        Report of Independent Accountants
         o        Acquisition  Facilities Historical Summaries of Combined Gross
                  Revenue  and  Direct  Operating  Expenses  for the year  ended
                  December 31, 1995 (Audited), and for the six months ended June
                  30, 1996 (Unaudited).
         o        Notes to  Historical  Summaries of Combined  Gross Revenue and
                  Direct Operating Expenses


         Pro Forma Financial Information:
         o        Unaudited  Pro-Forma  Combined  Condensed  Balance Sheet as of
                  June 30, 1996.
         o        Unaudited  Pro-Forma Combined Condensed Statement of Operation
                  for the six months ended June 30, 1996.
         o        Unaudited Pro-Forma Combined Condensed Statement of Operations
                  for the year ended December 31, 1995.
         o        Notes to  Unaudited  Pro-Forma  Combined  Condensed  Financial
                  Statements.

         On October 31,  1996,  the Company  filed an  amendment  to its Current
Report on Form 8-K,  filed  October 24, 1996.  The amendment  corrected  certain
immaterial financial information in the initial filing.

         On December 19, 1996, the Company filed its Current Report on Form 8-K.
The filing included the following  historical and pro forma financial statements
with respect to the 26 self-storage facilities referred to in the filing.

         Financial Statements Applicable to Real Estate Properties Acquired:
         o        Report of Independent Accountants
         o        Acquisition  Facilities Historical Summaries of Combined Gross
                  Revenue  and  Direct  Operating  Expenses  for the year  ended
                  December  31, 1995  (Audited),  and for the nine months  ended
                  September 30, 1996 (Unaudited).
         o        Notes to  Historical  Summaries of Combined  Gross Revenue and
                  Direct Operating Expenses


         Pro Forma Financial Information:

         o        Unaudited  Pro-Forma  Combined  Condensed  Balance Sheet as of
                  September 30, 1996.

         o        Unaudited  Pro-Forma Combined Condensed Statement of Operation
                  for the nine months ended September 30, 1996.

         o        Unaudited Pro-Forma Combined Condensed Statement of Operations
                  for the year ended December 31, 1995.

         o        Notes to  Unaudited  Pro-Forma  Combined  Condensed  Financial
                  Statements.


(c)    Exhibits

         The following exhibits are filed as part of this report:

 Exhibit No.                    Description
 -----------                    -----------
       3.1++++  Second Amended and Restated Agreement of Limited  Partnership of
                SUSA Partnership,  L.P. (the "Partnership"),  dated as September
                21, 1994 (the "Partnership Agreement").

         3.2    First  Amendment to the Partnership  Agreement,  dated March 19,
                1996 (filed as Exhibit 10.3 to the Current Report on Form 8-K of
                Storage USA, Inc.,  (the  "Comapany"),  filed April 1, 1996, and
                incorporated by reference herein).

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

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

          10.1  Amended Charter of Storage USA, Inc. (the "Company"),  (filed as
                Exhibit 4.2 to the Company's Amendment No. 1 to the Registration
                Statement on Form S-3 (File No. 333-04556),  and incorporated by
                reference herein).

         10.2*  Restated and Amended Bylaws of the Company.

         10.3*  Agreement  between the Company  and certain  executive  officers
                prohibiting conflicting self-storage interest.

         10.4*  Company's Omnibus Stock Option Plan.

         10.5*  Deed of Trust  Promissory  Note made by Severn River  Associates
                Limited Partnership ("Severn River") in favor of Aid Association
                of Lutherans ("AAL").

         10.6  First Deed of Trust made by Severn River in favor of AAL.

         10.7  SUSA Partnership, L.P. 401(k) Savings Plan.

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

        10.9** Promissory  Note  dated  February  8,  1995,  in the  amount  of
                $15,000,000 executed by the Partnership payable to Crestar Bank.

        10.10** Promissory  Note  dated  February  8,  1995,  in the  amount  of
                $15,000,000  executed  by  the  Partnership  payable  to  Signet
                Bank/Virginia.

         10.11+ Credit  Agreement,  dated as of December 21, 1995,  by and among
                the  Partnership,  the Company,  and The First  National Bank of
                Chicago.

         10.12 Promissory  Note,  dated  December  21,  1995,  in the amount of
                $25,000,000  executed by the  Partnership,  payable to The First
                National Bank of Chicago.

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

        10.14++ Promissory Note, dated March 23, 1995, in the original principal
                amount of $2,400,000  executed by the Partnership.

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

       10.16++  Form of Stock  Purchase  Agreement in  connection  with the 1995
                Employee   Stock   Purchase  and  Loan  Plan,  and  schedule  of
                participants.

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

         10.18  Stock Purchase Agreement, dated as of March 1, 1996, between the
                Company and Security  Capital Holdings S.A. and Security Capital
                U.S.  Realty  (filed as Exhibit  10.1 to the  Company's  Current
                Report on Form 8-K,  filed March 7, 1996,  and  incorporated  by
                reference herein).

         10.19  Amendment No. 1 to Stock Purchase Agreement, dated July 1, 1996,
                between the Company, Security Capital Holdings S.A. and Security
                Capital  U.S.  Realty  (filed as Exhibit  10.3 to the  Company's
                Amendment No. 1 to Registration Statement on Form S-3 (File  No.
                333-04556), and incorporated by reference herein).

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

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

         10.22  Registration  Rights  Agreement,  dated  as of March  19,  1996,
                between  the  Company,   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).

         10.23  Indenture,  dated November 1, 1996,  between the Partnership and
                First  National  Bank of Chicago,  as Trustee  (filed as Exhibit
                10.1 to the  Company's  Current  Report  on Form  8-K,  filed on
                November 8, 1996, and incorporated by reference herein).

         10.24+ First  Amendment to the  Adoption  Agreement  for the  Company's
                401(k) Plan.
   
          21    Subsidiaries of Registrant. (Filed with Annual Report on 10-K 
                on March 31, 1997, and incorporated by reference herein.)
    
          23.1  Consent of Coopers & Lybrand L.L.P.
   
          27    Financial Data Schedule. (Filed with Annual Report on 10-K 
                on March 31, 1997, and incorporated by reference herein.)
    
          99    Managements  Discussion and Analysis of Financial  Condition and
                Results of Operations; Selected  Financial  Data;  and Financial
                Statements  of the  Partnership,  including  footnotes,  for the
                fiscal year ended December 31, 1996.
--------------------

*        Filed as an Exhibit to the  Company's  Registration  Statement  on Form
         S-11,  File No.  33-74072,  as amended,  and  incorporated by reference
         herein.
**       Filed as an Exhibit to the  Company's  Registration  Statement  on Form
         S-11,  File No.  33-82764,  as amended,  and  incorporated by reference
         herein.
***      Filed as an Exhibit to the Company's Annual Report on Form 10-K for the
         fiscal year ended  December 31,  1994,  and  incorporated  by reference
         herein.
+        Filed as an Exhibit to the Company's Annual Report on Form 10-K for the
         fiscal year ended  December 31,  1995,  and  incorporated  by reference
         herein.
++       Filed as an Exhibit to the  Company's  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 the Company's  Current Report on form 8-K, filed
         May 30, 1995, and incorporated by reference herein.
++++     Filed as an Exhibit to the  Company's  Registration  Statement  on Form
         S-3, File No. 33-91302, and incorporated by reference herein.

<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 amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                SUSA PARTNERSHIP, L.P.
                                by STORAGE USA, Inc.,
                                General Partner


                                By:  /s/ Thomas E. Robinson
                                   ----------------------------------
                                     Thomas E. Robinson
                                          President
                                 and Chief Financial Officer



<PAGE>


                             SUSA PARTNERSHIP, L.P.
                                  Exhibit Index

 Exhibit No.                    Description
 -----------                    -----------
       3.1++++  Second Amended and Restated Agreement of Limited  Partnership of
                SUSA Partnership,  L.P. (the "Partnership"),  dated as September
                21, 1994 (the "Partnership Agreement").

         3.2    First  Amendment to the Partnership  Agreement,  dated March 19,
                1996 (filed as Exhibit 10.3 to the Current Report on Form 8-K of
                Storage USA, Inc.,  (the  "Comapany"),  filed April 1, 1996, and
                incorporated by reference herein).

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

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

          10.1  Amended Charter of Storage USA, Inc. (the "Company"),  (filed as
                Exhibit 4.2 to the Company's Amendment No. 1 to the Registration
                Statement on Form S-3 (File No. 333-04556),  and incorporated by
                reference herein).

         10.2*  Restated and Amended Bylaws of the Company.

         10.3*  Agreement  between the Company  and certain  executive  officers
                prohibiting conflicting self-storage interest.

         10.4*  Company's Omnibus Stock Option Plan.

         10.5*  Deed of Trust  Promissory  Note made by Severn River  Associates
                Limited Partnership ("Severn River") in favor of Aid Association
                of Lutherans ("AAL").

         10.6  First Deed of Trust made by Severn River in favor of AAL.

         10.7  SUSA Partnership, L.P. 401(k) Savings Plan.

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

        10.9** Promissory  Note  dated  February  8,  1995,  in the  amount  of
                $15,000,000 executed by the Partnership payable to Crestar Bank.

        10.10** Promissory  Note  dated  February  8,  1995,  in the  amount  of
                $15,000,000  executed  by  the  Partnership  payable  to  Signet
                Bank/Virginia.

         10.11+ Credit  Agreement,  dated as of December 21, 1995,  by and among
                the  Partnership,  the Company,  and The First  National Bank of
                Chicago.

         10.12 Promissory  Note,  dated  December  21,  1995,  in the amount of
                $25,000,000  executed by the  Partnership,  payable to The First
                National Bank of Chicago.

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

        10.14++ Promissory Note, dated March 23, 1995, in the original principal
                amount of $2,400,000  executed by the Partnership.

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

       10.16++  Form of Stock  Purchase  Agreement in  connection  with the 1995
                Employee   Stock   Purchase  and  Loan  Plan,  and  schedule  of
                participants.

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

         10.18  Stock Purchase Agreement, dated as of March 1, 1996, between the
                Company and Security  Capital Holdings S.A. and Security Capital
                U.S.  Realty  (filed as Exhibit  10.1 to the  Company's  Current
                Report on Form 8-K,  filed March 7, 1996,  and  incorporated  by
                reference herein).

         10.19  Amendment No. 1 to Stock Purchase Agreement, dated July 1, 1996,
                between the Company, Security Capital Holdings S.A. and Security
                Capital  U.S.  Realty  (filed as Exhibit  10.3 to the  Company's
                Amendment No. 1 to Registration Statement on Form S-3 (File  No.
                333-04556), and incorporated by reference herein).

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

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

         10.22  Registration  Rights  Agreement,  dated  as of March  19,  1996,
                between  the  Company,   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).

         10.23  Indenture,  dated November 1, 1996,  between the Partnership and
                First  National  Bank of Chicago,  as Trustee  (filed as Exhibit
                10.1 to the  Company's  Current  Report  on Form  8-K,  filed on
                November 8, 1996, and incorporated by reference herein).

         10.24+ First  Amendment to the  Adoption  Agreement  for the  Company's
                401(k) Plan.

   
          21    Subsidiaries of Registrant. (Filed with Annual Report on 10-K 
                on March 31, 1997, and incorporated by reference herein.)
    
          23.1  Consent of Coopers & Lybrand L.L.P.
   
          27    Financial Data Schedule. (Filed with Annual Report on 10-K 
                on March 31, 1997, and incorporated by reference herein.)
    
          99    Managements  Discussion and Analysis of Financial  Condition and
                Results of Operations; Selected  Financial  Data;  and Financial
                Statements  of the  Partnership,  including  footnotes,  for the
                fiscal year ended December 31, 1996.
--------------------

*        Filed as an Exhibit to the  Company's  Registration  Statement  on Form
         S-11,  File No.  33-74072,  as amended,  and  incorporated by reference
         herein.
**       Filed as an Exhibit to the  Company's  Registration  Statement  on Form
         S-11,  File No.  33-82764,  as amended,  and  incorporated by reference
         herein.
***      Filed as an Exhibit to the Company's Annual Report on Form 10-K for the
         fiscal year ended  December 31,  1994,  and  incorporated  by reference
         herein.
+        Filed as an Exhibit to the Company's Annual Report on Form 10-K for the
         fiscal year ended  December 31,  1995,  and  incorporated  by reference
         herein.
++       Filed as an Exhibit to the  Company's  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 the Company's  Current Report on form 8-K, filed
         May 30, 1995, and incorporated by reference herein.
++++     Filed as an Exhibit to the  Company's  Registration  Statement  on Form
         S-3, File No. 33-91302, and incorporated by reference herein.