<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q

[X]    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                    For the quarter ended September 30, 2000
                                       or
  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934
                        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
                         (State or other jurisdiction of
                         incorporation or organization)

                                   62-1554135
                                  (IRS Employer
                             Identification Number)

                    175 Toyota Plaza, Suite 700, Memphis, TN
                    (Address of principal executive offices)

                                      38103
                                   (Zip Codes)

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

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. ( X) Yes ( ) NO
<PAGE>

<TABLE>
                                                 PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements
                                                     SUSA Partnership, L.P.
                                             Consolidated Statements of Operations
                                                          (unaudited)
                                          (amounts in thousands, except per unit data)
<CAPTION>

                                                              Three months     Three months       Nine months        Nine months
                                                                     ended            ended             ended              ended
                                                             September 30,    September 30,     September 30,      September 30,
                                                                      2000             1999              2000               1999
                                                           ----------------  ---------------  ----------------  -----------------
<S>                                                                <C>              <C>              <C>                <C>
Operating Revenues:
Rental and other property income                                  $ 68,046         $ 62,816         $ 191,335           $185,624
Service income                                                         886              636             3,759              1,355
Other income                                                         1,669            1,015             2,986              1,967
                                                           ----------------  ---------------  ----------------  -----------------

Total operating revenues                                            70,601           64,467           198,080            188,946
                                                           ----------------  ---------------  ----------------  -----------------

Operating Expenses:
Cost of property operations & maintenance                           16,776           14,817            48,004             45,229
Taxes                                                                5,950            5,408            16,587             15,684
Costs of providing services                                          1,020              485             3,284              1,195
General & administrative                                             4,091            3,500            10,003             11,022
Depreciation & amortization                                         10,113            8,673            29,403             26,046
                                                           ----------------  ---------------  ----------------  -----------------

Total operating expenses                                            37,950           32,883           107,281             99,176
                                                           ----------------  ---------------  ----------------  -----------------

Income from property operations                                     32,651           31,584            90,799             89,770

Other income (expense):
Interest expense, net                                              (12,189)         (10,532)          (34,714)           (31,795)
                                                           ----------------  ---------------  ----------------  -----------------

Income before gain(loss) on exchange, minority
  interest and distribution to Preferred Unitholders                20,462           21,052            56,085             57,975

Gain/(Loss) on sale of assets                                          (15)             481               873                344
                                                           ----------------  ---------------  ----------------  -----------------

Income before minority interest and
  distribution to Preferred Unitholders                             20,447           21,533            56,958             58,319

Minority interest                                                      (21)            (208)              (59)              (300)
                                                           ----------------  ---------------  ----------------  -----------------

Income before distributions to Preferred Unitholders                20,426           21,325            56,899             58,019

Distributions to Preferred Unitholders                              (1,442)          (1,609)           (4,327)            (4,160)
                                                           ----------------  ---------------  ----------------  -----------------

Net Income attributable to Common Unitholders                     $ 18,984         $ 19,716         $  52,572           $ 53,859
                                                           ================  ===============  ================  =================

Basic net income per unit                                         $   0.62         $   0.62         $    1.70           $   1.71
                                                           ================  ===============  ================  =================

Diluted net income per unit                                       $   0.62         $   0.62         $    1.69           $   1.70
                                                           ================  ===============  ================  =================



                                          See Notes to Consolidated Financial Statements
</TABLE>

                                        2
<PAGE>

<TABLE>

                                      SUSA Partnership, L.P.
                                    Consolidated Balance Sheets
                             (amounts in thousands, except unit data)

<CAPTION>

                                                                       as of                  as of
                                                          September 30, 2000      December 31, 1999
                                                         --------------------    -------------------
                                                                 (unaudited)
Assets
<S>                                                                  <C>                   <C>
Investments in storage facilities, at cost:
Land                                                                 431,332             $  441,080
Buildings and equipment                                            1,270,727              1,229,812
                                                         --------------------    -------------------
                                                                   1,702,059              1,670,892

Accumulated depreciation                                            (122,844)               (94,538)
                                                         --------------------    -------------------
                                                                   1,579,215              1,576,354

Cash & cash equivalents                                                4,350                  1,699
Advances and investments in real estate                              124,880                120,246
Other assets                                                          70,474                 56,620
                                                         --------------------    -------------------

     Total assets                                                 $1,778,919             $1,754,919
                                                         ====================    ===================

Liabilities & partners' capital

Notes payable                                                     $  600,000               $600,000
Line of credit borrowings                                            172,323                105,500
Mortgage notes payable                                                67,431                 70,163
Other borrowings                                                      38,511                 42,453
Accounts payable & accrued expenses                                   29,560                 21,982
Dividends payable                                                     18,602                 18,831
Rents received in advance                                             11,746                 10,869
Deferred gain from contribution of self-storage facilities            37,076                 37,125
Minority Interest                                                        954                    959
                                                         --------------------    -------------------

     Total liabilities                                               976,203                907,882
                                                         --------------------    -------------------

Limited common partnership units
  3,422,434 and 3,655,093 outstanding
  at redemption value                                                104,384                110,567

Commitments and contingencies

Partners' capital:
Preferred Partnership units
  650,000 outstanding                                                 65,000                 65,000
Deferred compensation                                                  (300)                  (517)
General Common Partnership units
 27,017,824 and 27,865,932 outstanding                               645,413                683,355
Notes receivable - officers                                          (11,781)               (11,368)
                                                         --------------------    -------------------

     Total partners' capital                                         698,332                736,470
                                                         --------------------    -------------------

     Total liabilities & partners' capital                        $1,778,919             $ 1,754,919
                                                         ====================    ===================
</TABLE>

                            See Notes to Consolidated Financial Statements

                                        3
<PAGE>

<TABLE>
<CAPTION>
                                              SUSA Partnership, L.P.
                                      Consolidated Statements of Cash Flows
                                                   (unaudited)
                                              (amounts in thousands)
                                                                        Nine months ended     Nine months ended
                                                                       September 30, 2000    September 30, 1999
                                                                     ---------------------  --------------------
<S>                                                                             <C>                   <C>
Operating activities:
Net income attributable to Common Unitholders                                   $  52,572             $  53,859

Adjustments to reconcile net income to net
cash provided by operating activities:
     Depreciation and amortization                                                 29,403                26,046
     Minority interest and preferred unit dividends                                 4,386                 4,460
     (Gain)/Loss on exchange of self-storage facilities                              (873)                 (344)
     Changes in assets and liabilities:
          Other assets                                                            (18,041)              (11,552)
          Other liabilities                                                         9,244                11,379
                                                                     ---------------------  --------------------
Net cash provided by operating activities                                          76,691                83,848
                                                                     =====================  ====================

Investing activities:
Acquisition and improvements of storage facilities                                (23,774)              (83,317)
Proceeds from sale/exchange of storage facilities                                  21,682               140,799
Development of storage facilities                                                 (29,699)              (48,169)
Advances and investments in real estate                                           (13,443)              (26,980)
Change in restricted escrow funds                                                       -               (26,109)
Proceeds from liquidation and distributions from advances
 and  investments in real estate                                                   11,558                20,769
Issuances of notes receivable                                                      (2,533)               (3,892)
Payments on notes receivable                                                        4,571                 1,479
                                                                     ---------------------  --------------------
Net cash used in investing activities                                             (31,638)              (25,420)
                                                                     =====================  ====================

Financing activities:
Net borrowings under line of credit                                                66,823                16,554
Mortgage principal payments                                                        (1,948)               (3,713)
Other borrowings principal payments/payoffs                                        (4,200)               (6,131)
Payment of debt issuance costs                                                         (4)               (1,185)
Distributions to general partner                                                  (56,860)              (55,175)
Preferred unit dividends                                                           (4,327)               (3,894)
Limited partner distributions                                                      (7,281)               (7,253)
Distributions to minority interests                                                   (64)                  (57)
Repurchase of units from general partner                                          (34,860)                    -
Payments on notes receivable - officers                                               183                    91
Other financing transactions, net                                                     136                 1,649
                                                                     ---------------------  --------------------
Net cash used in financing activities                                             (42,402)              (59,114)
                                                                     =====================  ====================

Net increase in cash and equivalents                                                2,651                  (686)
Cash and equivalents, beginning of period                                           1,699                 2,358
                                                                     ---------------------  --------------------
Cash and equivalents, end of period                                             $   4,350             $   1,672
                                                                     =====================  ====================

Supplemental schedule of non-cash activities:
 Equity share of joint venture received for disposition of assets               $   6,526             $   5,900
 Note received in consideration for facility sold                                   2,200                   875
 Common Stock in exchange for notes receivable and contributed
  to the Partnership in exchange for Partnership units                              1,057                     -
 Partnership units received in payment of notes receivable                            466                     -
 Common stock issued to Directors and contributed to the Partnership
  in exchange for Partnership units                                                   160                   160
 Storage facilities acquired in exchange for  Partnership units                         -                 4,238
 Partnership units issued in accordance with deferred Partnership
  Unit agreement                                                                    1,000                 1,000
 Restricted stock issued by GP                                                          -                   246
 Assumption of company-issued mortgages in acquisition                             13,673                     -
 Exchange of Partnership units for shares of GP common stock                        8,776                 7,276
                                                                     =====================  ====================


                                  See Notes to Consolidated Financial Statements
</TABLE>
                                        4
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2000
       (amounts in thousands, except unit/share and per unit/share data)


1.       Unaudited Interim Financial Statements
         --------------------------------------

         References  to the  "Company"  and  the  "Partnership"  refer  to  SUSA
         Partnership,  L.P.  References to the "GP" refer to Storage USA,  Inc.,
         general  partner  and  holder  of  approximately  89% of  the  interest
         therein.  Interim consolidated  financial statements of the Company are
         prepared  pursuant  to the  requirements  for  reporting  on Form 10-Q.
         Accordingly,   certain   disclosures   accompanying   annual  financial
         statements  prepared in accordance with generally  accepted  accounting
         principles are omitted. In the opinion of management,  all adjustments,
         consisting  solely of normal recurring  adjustments,  necessary for the
         fair presentation of consolidated  financial statements for the interim
         periods have been included.  The current period's results of operations
         are not  necessarily  indicative  of  results  that  ultimately  may be
         achieved for the year. The interim  consolidated  financial  statements
         and notes  thereto  should be read in  conjunction  with the  financial
         statements  and notes thereto  included in the Company's  Form 10-K for
         the year  ended  December  31,  1999 as filed with the  Securities  and
         Exchange Commission.

         The  preparation of financial  statements in accordance  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect the amounts  reported  in the  financial
         statements and accompanying notes. Actual results could vary from these
         estimates.

2.       Organization
         ------------

         The  Company  was  formed  by  the  GP in  1985  to  acquire,  develop,
         construct,   franchise,   own  and  operate   self-storage   facilities
         throughout  the United  States.  On March 23, 1994, the GP completed an
         initial public offering (the "IPO") of 6,325,000 shares of common stock
         at $21.75 per share.  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 at least partially defer taxation
         of  capital  gains.  At  September  30,  2000 and  December  31,  1999,
         respectively,  the  GP  owned  approximately  88.8%  and  88.4%  of the
         partnership interest in the Partnership.

         In 1996, the Company formed Storage USA Franchise Corp ("Franchise"), a
         Tennessee  corporation.  The  Partnership  owns 100% of the  non-voting
         common stock of Franchise. The Partnership accounts for Franchise under
         the equity method and includes its 97.5% share of the profit or loss of
         Franchise in Other Income.

3.       Summary of Significant Accounting Policies
         ------------------------------------------

         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).  Below is a
         summary of rental and other  property  income for the third quarter and
         for the nine months ended September 30, 2000:
<TABLE>
<CAPTION>
                                                   Three months     Three months     Nine months       Nine months
                                                          ended            ended           ended             ended
                                                  September 30,    September 30,   September 30,     September 30,
                                                           2000             1999            2000              1999
                                                -------------------------------------------------------------------
     <S>                                             <C>              <C>            <C>               <C>
     Rental Income                                   $   66,926       $   61,824     $   188,177       $   182,671
     Other Property Specific Income                       1,120              992           3,158             2,953
                                                -------------------------------------------------------------------
     Total Rental and Other Property Income          $   68,046       $   62,816     $   191,335       $   185,624
                                                ===================================================================

</TABLE>

                                       5
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
                               September 30, 2000
       (amounts in thousands, except unit/share and per unit/share data)



         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 GE Capital Corp
         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 third quarter and for the nine months ended September 30, 2000:
<TABLE>
<CAPTION>
                                Three months    Three months      Nine months       Nine months
                                       ended           ended            ended             ended
                               September 30,   September 30,    September 30,     September 30,
                                        2000            1999             2000              1999
                             -------------------------------------------------------------------
<S>                                <C>             <C>             <C>               <C>
Management fees                    $     772       $     636       $    2,070        $    1,355
General Contractor fees                    -               -              633                 -
Development fees                         114               -              779                 -
Acquisition fees                           -               -              277                 -
                             -------------------------------------------------------------------
Total service income               $     886       $     636       $    3,759        $    1,355
                             ===================================================================
</TABLE>


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

<TABLE>
<CAPTION>

                                              Three months      Three months       Nine months      Nine months
                                                     ended             ended             ended            ended
                                             September 30,     September 30,     September 30,    September 30,
                                                      2000              1999              2000             1999
                                             -------------------------------------------------------------------
<S>                                             <C>                <C>               <C>             <C>
                 Fidelity joint venture           $    400          $    418         $   1,039         $    567
                 GE joint ventures                      (9)                -              (182)               -
                 Franchise                           1,154               424             1,766            1,047
                 Other ventures                        124               173               363              353
                                             -------------------------------------------------------------------
                                                  $  1,669          $  1,015         $   2,986         $  1,967
                                             ===================================================================
</TABLE>

         Interest Expense, net

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

<TABLE>
<CAPTION>

                                              Three months      Three months       Nine months      Nine months
                                                     ended             ended             ended            ended
                                             September 30,     September 30,     September 30,    September 30,
                                                      2000              1999              2000             1999
                                          ----------------------------------------------------------------------
<S>                                             <C>                <C>              <C>               <C>
             Interest income                     $   3,372         $   3,485        $   10,046        $   9,787
             Interest expense                      (15,561)          (14,017)          (44,760)         (41,582)
                                          ----------------------------------------------------------------------
             Interest expense, net               $ (12,189)        $ (10,532)       $  (34,714)       $ (31,795)
                                          ======================================================================
</TABLE>

                                       6
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
                               September 30, 2000
       (amounts in thousands, except unit/share and per unit/share data)




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

4.       Investment in Storage Facilities
         --------------------------------

         The  following  table  summarizes  the  activity in storage  facilities
         during the period:

          Cost:
          Balance on January 1, 2000                  $   1,670,892
          Property Acquisitions                              18,879
          Development spending                               29,699
          Disposition of Property                           (29,532)
          Improvements and other                             12,121
                                                  ------------------
          Balance on September 30, 2000               $   1,702,059
                                                  ==================


          Accumulated Depreciation:
          Balance on January 1, 2000                  $      94,538
          Additions during the period                        28,351
          Disposition of Property                               (45)
                                                  ------------------
          Balance on September 30, 2000               $     122,844
                                                  ==================



         The preceding cost balances include facilities acquired through capital
         leases of $31,471 at  September  30, 2000 and  $31,334 at December  31,
         1999 and  construction in progress of $52,893 at September 30, 2000 and
         $89,870  at  December  31,  1999.  Also  included  above is  $15,200 at
         September 30, 2000 and $11,800 at December 31, 1999 of corporate office
         furniture and fixtures.  Accumulated  depreciation  associated with the
         facilities  acquired through capital leases was $1,274 at September 30,
         2000 and $771 at December 31, 1999.

         The Company acquired four self-storage facilities for $22,200 during
         the third quarter. Two of these purchases were customary acquisition
         transactions. The other two involved the purchase of a 51% equity
         interest in a Franchisee joint venture for $1,300 plus the assumption
         of $13,700 in debt. For the nine months ended September 30, 2000, a
         total of five facilities have been acquired, at a cost of $25,300. No
         new developed properties were placed into service in the third quarter.
         For the year, however, three developed facilities have opened,
         representing a $15,100 investment.

5.       Advances and Investments in Real Estate
         ---------------------------------------

         Advances

         As of September  30, 2000 and December 31, 1999,  $112,070 and $117,022
         respectively of advances had been made by the Company to franchisees of
         Franchise  to fund  the  development  and  construction  of  franchised
         self-storage facilities. The loans are collateralized by the property.

         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 $144,000 to
         the Fidelity  Venture in return for a 25% interest and cash proceeds of
         approximately  $131,000. The Company recognized $400 in equity earnings
         from the Fidelity Venture and $363 in management fees for operating the


                                       7
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
                               September 30, 2000
       (amounts in thousands, except unit/share and per unit/share data)



         venture's properties in the third quarter of 2000, compared to $418 and
         $342,  respectively,  in the third quarter of 1999. For the nine months
         ended   September  30,  2000,   $1,039  in  equity  earnings  has  been
         recognized,  as well as $1,027 in management  fees. For the same period
         in 1999, there was $567 in equity earnings and $438 in management fees.
         As  of  September  30,  2000,  the  Company  had  a  recorded  negative
         investment balance in the Fidelity Venture of $246. The following table
         summarizes  certain  financial  information  related  to  the  Fidelity
         Venture:
<TABLE>
<CAPTION>

                                                   Three months    Three months       Nine months       Nine months
                                                          ended           ended             ended             ended
                                                  September 30,   September 30,     September 30,     September 30,
                                                           2000            1999              2000              1999
                                                 -------------------------------------------------------------------
                   <S>                                  <C>             <C>              <C>                <C>
                   Income Statement:
                   Property revenues                    $ 6,010         $ 5,632          $ 17,123          $  7,233
                   Property expenses                      1,944           1,582             5,613             1,953
                   Net Operating Income                   4,066           4,050            11,510             5,280
                   Net income                             1,601           1,670             4,157             2,269
                   Balance Sheet:
                   Total assets                                                          $149,337          $150,300
                   Total debt                                                              91,994            93,189

</TABLE>


         GE Capital Ventures
         On December  1, 1999,  the Company  formed two joint  ventures  with GE
         Capital Corp ("GE Capital"), the "Acquisition Venture" and "Development
         Venture,"  providing  for a total  investment  capacity of $400,000 for
         acquisitions  and development of self-storage  facilities.  The Company
         has a 25%  interest  in the  $160,000  Development  Venture and a 16.7%
         interest in the $240,000 Acquisition Venture.  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 $53,000.  The projects
         were  transferred to the  Development  Venture at the Company's cost of
         $26,030.  The  Company  received  $19,856  in  cash,  and  recorded  an
         investment in the venture of $6,526, 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 September 30, 2000,  the  Development  Venture had three  properties
         open and operating and six 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 has acquired five self-storage facilities during
         2000, all in the second quarter, for a cost of approximately $32,400.
         Four of the properties are located in Chicago with the fifth in New
         York City.

                                       8
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
                               September 30, 2000
       (amounts in thousands, except unit/share and per unit/share data)




         The Company,  including Franchise,  has recognized certain fees related
         to the GE Capital Ventures as summarized below:


                                             Three months           Nine months
                                                    ended                 ended
                                       September 30, 2000    September 30, 2000
                                     -------------------------------------------

             General contractor fees             $     81             $     714
             Development fees                         114                   779
             Acquisition fees                           -                   277
             Management fees                           63                    86
                                     -------------------------------------------
                                                 $    258             $   1,856
                                     -------------------------------------------


         The Company has  recognized a $22 loss in equity  earnings  from the GE
         Capital  Ventures  for the third  quarter,  and a $19 loss for the nine
         months ended  September 30, 2000. The Company has also  recognized $163
         in  amortization  expense for the nine months ended  September 30, 2000
         for costs relating to the  amortization  of the difference  between the
         Company's cost and the  underlying  equity in the Ventures' net assets.
         As  of  September  30,  2000,  the  Company  had  a  combined  recorded
         investment of $13,058 in the GE Capital  Ventures.  The following table
         summarizes  certain financial  information  related to the Ventures for
         the quarter and the nine months ended September 30, 2000:
<TABLE>
<CAPTION>

                                             Quarter ended September 30, 2000  | Nine months ended September 30, 2000
                                              Development         Acquisition  |    Development           Acquisition
                                                  Venture             Venture  |        Venture               Venture
                                           ------------------------------------|--------------------------------------
             <S>                                      <C>               <C>                 <C>                 <C>
             Income Statement:                                                 |
             Property revenues                        128               1,027  |            160                 1,361
             Property expenses                        172                 388  |            247                   456
             Net Operating Income                    (44)                 639  |            (87)                  905
             Net income                             (237)                 220  |           (320)                  365
             Balance Sheet:                                                    |
             Total assets                                                      |         37,720                36,945
             Total third party debt                                            |         14,624                 5,525

</TABLE>


         Other Ventures
         The Company  has equity  interests  in several  single  facility  joint
         ventures. As of September 30, 2000, the Company had a combined recorded
         negative investment balance in the other joint ventures of $2.


                                       9
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
                               September 30, 2000
       (amounts in thousands, except unit/share and per unit/share data)



6.       Other Assets
         ------------

                                                   As of             As of
                                           September 30,      December 31,
                                                    2000              1999
                                         ----------------------------------

          Deposits                               $  5,308          $  4,147
          Deferred costs of issuances of
          unsecured notes                           8,603            10,006
          Accounts receivable                       4,127             4,855
          Mortgages receivable                      4,282             4,449
          Notes receivable                          8,052             7,445
          Other receivables                         7,061             4,988
          Advancements and investments
            in Franchise                           25,518            13,906
          Other                                     7,523             6,824
                                             -------------------------------
          Total Other Assets                     $ 70,474          $ 56,620
                                             -------------------------------



7.       Lines of credit, Mortgages payable, and other borrowings
         --------------------------------------------------------

         The Company can borrow under a $200,000  line of credit with a group of
         commercial  banks and under a $40,000  line of credit with a commercial
         bank.  The lines  bear  interest  at  various  spreads  of  LIBOR.  The
         following table lists additional information about the lines of credit.


                                                               As of
          Line of Credit Borrowings                September 30, 2000
          ------------------------------------------------------------
          Total lines of credit                            $  240,000
          Borrowings outstanding                           $  172,323
          Weighted average daily interest
              rate year-to-date                                  7.60%


         The Company from time to time assumes mortgages on facilities acquired.
         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.  The  following  table  provides
         information about the mortgages:


          Mortgage Notes Payable
          as of September 30, 2000           Face Amount     Maturity Range
          ------------------------------------------------------------------

          Fixed rate                          $   56,450          2000-2021
          Variable rate                            5,251          2006-2016
                                         -----------------------------------
                                              $   61,701
          Premiums                                 5,730
                                         ----------------
          Mortgage notes payable              $   67,431


                                       10
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
                               September 30, 2000
       (amounts in thousands, except unit/share and per unit/share data)



         The  Company has other  borrowings  used in the  financing  of property
         acquisitions.  The following table provides information about the other
         borrowings.


Other Borrowings
as of September 30, 2000           Face Amount     Carry Value      Imputed Rate
--------------------------------------------------------------------------------

Non-interest bearing notes          $    5,150       $   4,819             7.50%
Deferred units                          11,000           9,830             7.50%
Capital Leases                               -          23,862             7.50%
                                    --------------------------------------------
                                                     $  38,511
                                                     ==========



         A $4,000  payment was made in the third  quarter of 2000,  reducing the
         balance for  non-interest  bearing  notes.  Also in the third  quarter,
         $1,000 of deferred  units were  issued.  During the nine  months  ended
         September  30, 2000,  total  interest  paid on all debt was $44,543 and
         total interest capitalized for construction costs was $3,923.

8.       Income per Unit
         ---------------

         Basic and diluted  income per unit is  calculated  as  presented in the
         following table:
<TABLE>
<CAPTION>
                                                       Three months    Three months     Nine months      Nine months
                                                              ended           ended           ended            ended
                                                      September 30,   September 30,   September 30,    September 30,
                                                               2000            1999            2000             1999
                                                    -----------------------------------------------------------------
<S>                                                       <C>             <C>             <C>              <C>
Basic net income per Unit:
    Net income attributable to common unitholders         $  18,984       $  19,716       $  52,572        $  53,859
    Basic weighted average Units outstanding                 30,537          31,694          30,968           31,578
    -----------------------------------------------------------------------------------------------------------------
    Basic net income per Unit                             $    0.62       $    0.62       $    1.70        $    1.71

Diluted net income per Unit:
    Net income attributable to common unitholders         $  18,984       $  19,716       $  52,572        $  53,859

    Basic weighted average Units outstanding                 30,537          31,694          30,968           31,578
    Dilutive effect of stock options                             52              47              52               68
                                                          -----------------------------------------------------------
    Diluted weighted average Units outstanding               30,589          31,741          31,020           31,646
    -----------------------------------------------------------------------------------------------------------------
    Diluted net income per Unit                           $    0.62       $    0.62       $    1.69        $    1.70
</TABLE>


9.       Commitments
         -----------

         As of  September  30,  2000,  the  Company is  committed  to advance an
         additional  $7,156 to franchisees of Franchise for the  construction of
         self-storage  facilities.  These  advances  are  collateralized  by the
         facility.  The  Company  is a  limited  guarantor  on  $8,780  of  loan
         commitments  made by third party lenders to  franchisees  of Franchise.
         This entire amount has been funded as of September 30, 2000.

10.      Capital Stock
         -------------

         During the nine months ended September 30, 2000, the GP repurchased
         1.152 million shares of its common stock at a total cost of $34.9
         million, under its stock repurchase plan, announced in December 1999.
         The plan was completed during the quarter, with a total of 1.402
         million shares purchased under the plan. The 1.402 million shares were
         purchased at an average price of $30 per share, representing a total
         purchase price of $42.1 million. The GP funded the repurchases with
         proceeds from the repurchase of a similar amount of its General Common
         Partnership Units by the Company.


11.      Subsequent Events
         -----------------

         On October 13, 2000, the Company opened a newly  developed  facility in
         Falls  Church,  Virginia,  adding 53  thousand to the  Company's  total
         combined square footage,  at an approximate  cost of $4.1 million.  The
         Company has entered into no further property  acquisition  contracts to
         date.

                                       11
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
                               September 30, 2000
       (amounts in thousands, except unit/share and per unit/share data)



12.      Legal Proceedings
         -----------------

         On July 22, 1999, a purported  statewide class action was filed against
         the REIT 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.  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
         indefinitely.  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 REIT 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 has been
         transferred to New York County,  Index No.  401589/00.  On July 6, 2000
         the  Plaintiff  filed  an  Amended  Complaint  and a Motion  for  Class
         Certification.  The Company  believes  that it has defenses to the suit
         and intends to vigorously defend it. The Company has opposed the Motion
         for Class Certification filed by the Plaintiff,  but as of November 14,
         2000, the Court has not ruled on the Motion.

         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.  The Company  believes it has defenses to
         the suit,  which is in the early  stages of  discovery,  and intends to
         vigorously defend it.

         While the ultimate  resolution  of these cases 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.

                                       12
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                                  OF OPERATIONS

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" or "the Partnership" refer to SUSA Partnership, L.P. References to "the
GP" refer to Storage USA, Inc.,  general partner and holder of approximately 88%
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
     rental income, less discounts 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.
o    Funds from Operations ("FFO") means net income, computed in accordance with
     generally accepted accounting principles ("GAAP"), excluding gains (losses)
     from  debt  restructuring  and sales of  property,  plus  depreciation  and
     amortization  of  revenue-producing  property,  and after  adjustments  for
     unconsolidated partnerships and joint ventures.
o    Same-Store  Facilities  include 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
As of September  30,  2000,  we owned,  managed and  franchised  528  facilities
containing 35.7 million square feet in 31 states and the District of Columbia.

Internal Growth

The  following  table  compares  Same-Store  Facilities  for  the  quarter  (345
properties  owned since July 1, 1999) and for the first nine months of 2000 (326
properties owned since January 1, 1999). Newly developed and expanded facilities
are removed from the same-store pool to avoid skewing the results.


                                       13
<PAGE>

<TABLE>
<CAPTION>

                                         Quarter Ended September 30,             Nine Months Ended September 30,
                                    -----------------------------------------------------------------------------------
Same-Store Results                         2000         1999     Growth %            2000           1999      Growth %
-----------------------------------------------------------------------------------------------------------------------
(amounts in thousands except occupancy and per square foot figures)
<S>                                     <C>          <C>             <C>         <C>            <C>               <C>
Revenues excluding late fees            $56,387      $53,004         6.4%        $153,022       $145,089          5.5%

Expenses
Operating Expenses                       10,259        9,582         7.1%          28,085         26,695          5.2%
Property Tax & Other                      6,575        6,275         4.8%          17,407         16,837          3.4%
                                    -----------------------------------------------------------------------------------
Total Expenses                           16,834       15,857         6.2%          45,492         43,532          4.5%
                                    -----------------------------------------------------------------------------------

NOI excluding late fees                 $39,553      $37,147         6.5%        $107,530       $101,557          5.9%
                                    -----------------------------------------------------------------------------------

Late fee Income                           2,068        3,479       (40.6%)          5,090          9,235        (44.9%)

NOI including late fees                 $41,621      $40,626         2.4%        $112,620       $110,792          1.6%
                                    ===================================================================================

Physical Occupancy                         87.3%        87.6%       (0.3%)           85.7%          86.3%        (0.6%)
Scheduled Rent per Square Foot          $ 12.06      $ 11.41         5.7%        $  11.92       $  11.31          5.4%
Realized Rent per Square Foot           $ 11.11      $ 10.36         7.2%        $  10.81       $  10.15          6.5%
</TABLE>


o    Our Same-Store  Facilities  achieved 6.5% NOI growth excluding late fees in
     the third quarter of 2000,  and a 2.4% NOI growth  including  late fees, as
     compared to the same quarter in 1999. The 6.5% NOI growth without late fees
     resulted from revenue  increases of 6.4%, offset by expense growth of 6.2%.
     For the nine months ended September 30, 2000, same-store NOI excluding late
     fees grew 5.9%,  due to revenue  increases of 5.5% offset by expense growth
     of 4.5%.
o    The  revenue  increase of 6.4% for the quarter was driven by an increase in
     realized rent per square foot of 7.2% partially  offset by a 0.3 percentage
     point decrease in physical occupancy.  For the nine months ending September
     30, there was a 5.5%  increase in revenues  over the same period last year,
     caused by a 6.5%  increase  in  realized  rent per square  foot,  partially
     offset by a 0.6 percentage point decrease in physical occupancy.
o    Our operating  expenses grew 7.1% over the second  quarter of 1999 and 5.2%
     over the first nine months of 1999.  This growth is primarily  attributable
     to increases  in repairs and  maintenance  expense,  health  insurance  and
     utilities.  Meanwhile,  property tax and other expenses increased 4.8% over
     the third quarter of 1999 and increased  3.4% over the first nine months of
     1999.  These  increases are  primarily  due to property tax growth  through
     reassessment  at a number of our  larger  facilities.  Also,  property  and
     liability  insurance  premiums  increased   commencing  July  1,  generally
     eliminating any year to year savings  experienced in the first two quarters
     of the year.

The  following  table lists changes in the 10 largest  same-store  markets (on a
percentage of year to date  same-store  NOI basis,  excluding late fees) and the
change in net rental income,  realized rent per square foot, and occupied square
feet for the third  quarter of 2000 versus the same  period in 1999,  as well as
for the nine  months  ended  September  30.  The  largest  10  markets  in total
represent 68.5% of the total same-store NOI.


                                       14
<PAGE>

<TABLE>
<CAPTION>
                                                             % of | Change in Net Rental |  % Change in       |   % Change in
                                                # of    YTD same- |      Income (1)      | Realized RPSF (2)  |   Occupied sq. ft.
Market                                     Facilities   store NOI |      QTD       YTD   |     QTD     YTD    |     QTD      YTD
====================================================================================================================================
<S>                                               <C>       <C>         <C>        <C>        <C>      <C>        <C>      <C>
Los Angeles-Riverside-Orange County, CA           46        18.4% |     10.5%      9.4%  |    11.3%    9.7%   |    (0.7%)   (0.3%)
New York-N. New Jersey-Long Island, NY            25        14.9% |      6.9%      7.0%  |     7.5%    8.7%   |    (0.6%)   (1.6%)
Washington-Baltimore, DC-MD-VA-WV                 19         9.5% |      5.3%      4.6%  |     6.0%    6.3%   |    (0.7%)   (1.6%)
Miami-Fort Lauderdale, FL                         15         6.5% |      9.1%      7.1%  |     6.1%    8.6%   |     2.8%    (1.4%)
Philadelphia-Wilm-Atlantic City, PA-NJ            14         4.1% |      4.0%      3.7%  |     5.3%    5.7%   |    (1.2%)   (1.9%)
San Francisco-Oakland-San Jose, CA                 8         3.2% |      5.4%      3.2%  |     6.0%    5.7%   |    (0.6%)   (2.4%)
Detroit, Ann Arbor-Flint, MI                      11         3.1% |      7.8%      8.6%  |     7.0%    7.8%   |     0.7%     0.8%
Dallas-Forth Worth, TX                            10         3.1% |      8.0%      4.5%  |     8.6%    4.3%   |    (0.5%)    0.2%
Phoenix,-Mesa, AZ                                 14         3.0% |      4.0%      4.1%  |     5.4%    6.1%   |    (1.3%)   (1.9%)
San Diego, CA                                      6         2.7% |     11.3%      8.2%  |    10.9%    9.4%   |     0.3%    (1.1%)
</TABLE>

(1)  The  percentage  change in  Realized  Rent per Square Foot plus the percent
     change in occupied square feet  approximates  the percentage  change in net
     rental income.
(2)  Rent Per Square Foot.


External Growth

Acquisitions
We acquired four self-storage facilities for $22.2 million during the third
quarter of 2000. Three of the facilities acquired were formerly franchised
properties located in Memphis, Tennessee, Queens, New York, and Brandon,
Florida. The fourth facility acquired was from an unrelated third party, and is
located in Chicago, Illinois. For the nine months ended September 30, 2000, a
total of five self-storage facilities have been acquired at a cost of $25.3
million. Although we own these facilities, we expect that the majority of
property acquisitions transacted throughout the remainder of the year, and in
2001, will be through the General Electric Capital Corporation ("GE Capital")
Acquisition Venture.

New Development and Expansion
The following newly  developed and expanded  facilities were opened in the first
three quarters of 2000:

<TABLE>
<CAPTION>

                                             Developments                                  Expansions
                                Number of        Expected    Net Rentable     Number of      Expected    Net Rentable
Quarter ended                  Facilities      Investment     Square Feet    Facilities    Investment     Square Feet
----------------------------------------------------------------------------------------------------------------------
(amounts in thousands except number of facilities)
<S>                             <C>              <C>            <C>             <C>           <C>             <C>
March 31, 2000                          -        $      -               -             4      $  4,814              86
June 30, 2000                           3          15,059             206             3         3,702              53
September 30, 2000                      -               -               -             1         1,434              23
                              ----------------------------------------------------------------------------------------
Total year-to-date                      3        $ 15,059             206             8      $  9,950             162
                              ========================================================================================
</TABLE>


In addition to these projects, we are continuing with the development and
expansion of other facilities within the REIT. The following chart summarizes
the details of these projects as well as our expansion projects under
construction or in construction planning as of September 30, 2000:

<TABLE>
<CAPTION>

                                                           Square      Expected   Investment     Remaining
                                               # of Prop.    Feet    Investment      to Date    Investment
   --------------------------------------------------------------------------------------------------------
   (amounts in thousands except for number of facilities)
<S>                                             <C>          <C>       <C>          <C>           <C>
   Total development in process                       7       613      $ 51,231     $ 32,018     $  19,213
   Total expansions in process                       20       507        31,337        8,649        22,688
                                            ---------------------------------------------------------------
   Total                                             27     1,120      $ 82,568     $ 40,667     $  41,901
                                            ===============================================================
</TABLE>

                                       15
<PAGE>

The following table presents the anticipated  timing of completion and the total
expected  dollar  amounts  invested in opening the  facilities in the process of
being newly developed or expanded.
<TABLE>
<CAPTION>
                       --------------------------------------------------------------------------------------------
                        4th Qtr 00   1st Qtr 01    2nd Qtr 01   3rd Qtr 01   4th Qtr 01   Thereafter         Total
                       --------------------------------------------------------------------------------------------
(amounts in thousands)
<S>                        <C>         <C>           <C>            <C>          <C>        <C>           <C>
Development                $ 4,077     $ 23,786      $ 10,068      $     -      $     -     $ 13,300      $ 51,231
Expansions                     880        2,337        11,249        6,108       10,763            -        31,337
                       --------------------------------------------------------------------------------------------
Total                      $ 4,957     $ 26,123      $ 21,317      $ 6,108      $10,763     $ 13,300      $ 82,568
                       ============================================================================================
</TABLE>


With the GE  Capital  Development  Venture  in  place,  we are not  anticipating
starting a significant  number of new  development  projects within the REIT for
the remainder of this year, or in 2001.

Financing

As  previously  noted,  during the fourth  quarter of 1999,  we formed two joint
ventures with GE Capital,  providing a total investment capacity of $400 million
for  acquisitions  and development of self-storage  properties.  We plan to fund
substantially  all of our new acquisition  and development  through 2001 through
the GE Ventures.  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  September  30, 2000,  the GE  Development
Venture had invested  $34.8 million,  of which $6.6 was funded through  advances
and  investments by the Company.  The GE Acquisition  Venture had invested $33.9
million as of September 30, 2000, of which $6.5 was funded through  advances and
investments by the Company.

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 1.402 million common shares have been 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 purchase
price of $42.1 million. The GP funded the repurchases with proceeds from the
repurchase of a similar amount of its General Common Partnership Units by the
Company.

Other Initiatives

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.  We do not expect to exercise
such option in 2000.

Commencing  on May 1, 2000,  we began  offering our  customers  direct access to
tenant  insurance,  which insures their goods against  described  perils, in all
Storage USA  facilities  except those located in the states of Florida and North
Carolina.  The net profits from the premiums written during 2000 will ultimately
accrue to the benefit of a charitable trust  established by the Company.  We are
anticipating  that  profits  from  premiums  written  subsequent  to  2000  will
ultimately  accrue to the  benefit  of a taxable  REIT  subsidiary  that will be
formed and wholly  owned by the  Partnership  pursuant to the Ticket to Work and
Work Incentives Improvement Act of 1999.

                                       16
<PAGE>

Results of Operations

The following table reflects the profit and loss statement for the quarter ended
September  30,  2000 and  September  30,  1999,  and for the nine  months  ended
September  30, 2000 and  September  30,  1999,  based on a  percentage  of total
revenues and is used in the discussion that follows:


                                     Three months ended  |  Nine months ended
                                       September 30,     |    September 30,
                                      2000      1999     |   2000       1999
--------------------------------------------------------------------------------
                                                         |
Revenue                                                  |
Rental and other property income        96.4%     97.4%  |     96.6%      98.2%
Service income                           1.2%      1.0%  |      1.9%       0.7%
Other income                             2.4%      1.6%  |      1.5%       1.1%
                                    --------------------------------------------
Total Income                           100.0%    100.0%  |    100.0%     100.0%

Expenses                                                 |
Property operations                     23.8%     23.0%  |     24.2%      24.0%
Taxes                                    8.4%      8.4%  |      8.4%       8.3%
Cost of Providing Services               1.4%      0.8%  |      1.7%       0.6%
General and administrative               5.8%      5.5%  |      5.0%       5.8%


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 third  quarter and for the nine months ended  September
30, 2000.
<TABLE>
<CAPTION>
                                                   Three months     Three months     Nine months       Nine months
                                                          ended            ended           ended             ended
                                                  September 30,    September 30,   September 30,     September 30,
                                                           2000             1999            2000              1999
                                                -------------------------------------------------------------------
     <S>                                             <C>              <C>            <C>               <C>
     Rental Income                                   $   66,926       $   61,824     $   188,177       $   182,671
     Other Property Specific Income                       1,120              992           3,158             2,953
                                                -------------------------------------------------------------------
     Total Rental and Other Property Income          $   68,046       $   62,816     $   191,335       $   185,624
                                                ===================================================================
</TABLE>


Rental and other property income increased $5.2 million, or 8.3%, in the quarter
ended September 30, 2000 compared to the same period in 1999, and increased $5.7
million,  or 3.1%,  in the nine months ended  September 30, 2000 compared to the
same nine months in 1999. The primary contributors to the increase in rental and
other property income are summarized in the following table.


                                       17
<PAGE>

Rental Income Growth in 2000 over 1999 for comparable periods
ended September 30 (in thousands)
<TABLE>
<CAPTION>
                                        Three months ended September 30      |  Nine months ended September 30
                                    ------------------------------------------------------------------------------
                                         Before                              |     Before
                                      Late fees     Late fees         Total  |  Late fees   Late fees       Total
                                    ------------------------------------------------------------------------------
<S>                                     <C>           <C>           <C>      |    <C>          <C>         <C>
2000 acquisitions                      $    703     $      33     $     736  |  $     716     $    33     $   749
2000 developments                           194             3           197  |        244           3         247
                                                                             |
1999 acquisitions                           630           (22)          608  |      6,073          78       6,151
1999 developments                           812            16           828  |      2,118          40       2,158
1999 dispositions                          (264)           (9)         (273) |    (10,740)        (75)    (10,815)
Same-store facilities                     3,383        (1,411)        1,972  |      7,933      (4,145)      3,788
                                                                             |
Other lease-up, expansion and                                                |
  and development facilities                                                 |
                                          1,225           (63)        1,162  |      4,333        (899)      3,434
                                    ------------------------------------------------------------------------------
                                       $  6,683     $  (1,453)    $   5,230  |  $  10,677     $(4,965)    $ 5,712
                                    ------------------------------------------------------------------------------
</TABLE>

The one-time impact of our change in late fee policy, as described in our Form
10-K for the year ended 1999, produced an unfavorable $1.5 million variance in
late fee revenue in the third quarter of 2000, as compared to the same period in
1999, or approximately a 38.1% decrease. For the nine months ended September 30,
2000 compared to the same period in 1999, there was an unfavorable change of
$5.0 million in late fee revenue, or a 45.0% decrease. We expect third quarter
trends in late fees to continue into the fourth quarter of 2000. Rental and
other property income also declined as compared to the same period in 1999 due
to 1999 property dispositions, most notably the 32 properties contributed to the
joint venture with Fidelity Management Trust Company in the second quarter of
1999. Revenues lost from these disposed properties totaled $264 thousand for the
quarter and $10.7 million for the nine months ended September 30.

These reductions in rental and other property income were partially offset by
increases due to acquisition and development activity. Rental and other property
income was generated by 2000 acquisitions, $703 thousand for the quarter and
$716 thousand for the nine months ended September 30, 2000, and 2000 developed
properties, $194 thousand for the quarter and $244 thousand for the nine months
ended September 30, 2000. There were also revenue increases relating to 1999
acquisitions, $630 thousand for the quarter and $6.1 million for the nine months
ended September 30, and to 1999 developments, $812 thousand for the quarter and
$2.1 million for the nine months ended September 30. These two groups of
properties were held for the full quarter and nine months in 2000, versus
partial periods in 1999. Growth in rental and other property income also
occurred due to occupancy increases at our facilities currently in lease-up
(including expansions and pre-1999 developments): $1.2 million for the quarter
and $4.3 million for the nine months ended September 30.

The remaining  $3.4 million growth for the quarter and $7.9 million for the nine
months ended  September 30 occurred in Same-Store  Facilities.  For the quarter,
this was caused by an  approximate  7.2%  increase in  realized  rent per square
foot,  from  $10.36  in 1999 to  $11.11  in 2000,  partially  offset by a slight
decrease in  physical  occupancy,  from 87.6% in 1999 to 87.3% in 2000.  For the
nine  months  ended  September  30,  this  Same-Store  growth  was  caused by an
approximate  6.5% increase in realized rent per square foot, from $10.15 in 1999
to $10.81 in 2000,  partially offset by a slight decrease in physical occupancy,
from 86.3% in 1999 to 85.7% in 2000.

Service income  increased by $250 thousand from the third quarter of 1999 to the
same period in 2000,  and by $2.4  million from the first nine months of 1999 to
the same  period in 2000.  Service  income  also grew as a  percentage  of total
revenue:  from 1.0% in 1999 to 1.2% in 2000 in the third quarter;  and from 0.7%
in 1999 to 1.9% in 2000 for the nine months ended  September 30. The bulk of the
increases,  $114  thousand  for the quarter and $1.7 million for the nine months
ended  September  30, is 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 is due to management fees, $136 thousand for the quarter and
$715  thousand  for the nine  months  ended  September  30,  as a  result  of an
increased  number  of  managed  and  franchised  facilities  paying  fees to the
Company. There were 96 such properties as of September 30, 1999, compared to 119
as of September 30, 2000.

                                       18
<PAGE>

<TABLE>
<CAPTION>
                                Three months    Three months      Nine months       Nine months
                                       ended           ended            ended             ended
                               September 30,   September 30,    September 30,     September 30,
                                        2000            1999             2000              1999
                             -------------------------------------------------------------------
<S>                                <C>             <C>             <C>               <C>
Management fees                    $     772       $     636       $    2,070        $    1,355
General Contractor fees                    -               -              633                 -
Development fees                         114               -              779                 -
Acquisition fees                           -               -              277                 -
                             -------------------------------------------------------------------
Total service income               $     886       $     636       $    3,759        $    1,355
                             ===================================================================
</TABLE>

Other income  consists  solely of our  proportionate  share of the net income of
equity  investments  including  joint  ventures  and  Franchise.   Other  income
increased by $654  thousand from the third quarter of 1999 to the same period in
2000,  and  increased  by $1.0 million from the first nine months of 1999 to the
same period in 2000. The quarterly change is primarily due to a gain recorded by
Franchise from the sale of a development land parcel during the third quarter of
2000, approximately $791 thousand after accrued taxes. The year to date increase
of $1.0 million is due to this gain on Franchise  coupled with increased  income
arising from our investment in the Fidelity Venture. As the Fidelity Venture was
formed in June 1999, only four month's income was recorded as of September 1999,
compared to a full nine months in 2000.

As a  percentage  of  revenues,  cost of  property  operations  and  maintenance
increased from the third quarter of 1999 to the same period in 2000,  from 23.0%
to 23.8%,  and increase of 0.8%.  Actual expenses rose $2.0 million,  from $14.8
million in 1999 to $16.8  million in 2000.  For the nine months ended  September
30, cost of property  operations  and  maintenance  as a percentage  of revenues
increased  slightly,  from  23.9% in 1999 to 24.2%  in 2000,  reflecting  a $2.8
million expense increase, from $45.2 million in 1999 to $48.0 million 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 was generally the case here, except for a few notable  exceptions.
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 two mature  departments  for a full quarter and
for a full nine months. 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. 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  remained constant at 8.4% for the third
quarter of 1999 and 2000, but showed a slight increase for the nine months ended
September  30, 2000 as  compared  to the same nine  months in 1999,  8.4% versus
8.3%. Tax expense as a percentage of revenues tends to trend down as a result of
Same-Store  Facility revenue growth outpacing tax expense growth. This trend has
been negated  throughout the first nine months of 2000 by the impact of property
tax reassessments on a number of our larger facilities.

During the second quarter of 2000, the State of Tennessee passed legislation
that granted REITs relief from a 1999 enacted law that subjected limited
partnerships and limited liability corporations to the state's excise and
franchise tax (the "Tennessee Tax"). The legislation is retroactive to the
beginning of the year and will substantially eliminate the applicability of the
Tennessee Tax to us. During 1999, we incurred approximately $600 of expense
associated with such tax.

Costs of providing services increased from $485 thousand in the third quarter of
1999 to $1.0 million in the same period in 2000,  and  increased as a percentage
of revenues from 0.8% to 1.4%. For the nine months ended  September 30, costs of
providing  services increased from $1.2 million in 1999 to $3.3 million in 2000,

                                       19
<PAGE>

and  increased  as a  percentage  of  revenues  from 0.6% to 1.7%.  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 23 more managed  properties were added to
the Storage USA system between September 30 of 1999 and 2000.

General  and  administrative  expenses  ("G&A")  as  a  percentage  of  revenues
increased  from 5.5% in the third quarter of 1999 to 5.8% for the same period of
2000, indicative of a G&A expense increase from $3.5 to $4.1 million between the
two periods.  Consulting fees relating to our e-commerce initiative impacted the
third quarter G&A growth. We moved into our new corporate offices in Memphis,
Tennessee in October. As a result, we anticipate a quarterly increase in rent
expense of approximately $300 thousand, commencing with the fourth quarter of
2000, and continuing throughout the term of the lease. G&A expenses as a
percentage of revenues decreased from 5.8% for the first nine months of 1999 to
5.0% for the comparable period in 2000, indicative of an expense decrease from
$11.0 to $10.0 million between the two periods. Contributing substantially to
these decreases in expense was the classification in 2000 of development,
construction and acquisition department overhead as part of the cost of
providing services, as well as continued benefits in 2000 from various cost
containment programs and lower management bonus accruals in 2000 compared to
1999.

Depreciation and amortization  expense  increased from $8.7 million in the third
quarter  of 1999 to $10.1  million  for the same  period  in 2000.  For the nine
months ended September 30, depreciation and amortization  expense increased from
$26.0 in 1999 to $29.4 million in 2000. This was due to a $71.1 million increase
in depreciable assets since September 30, 1999.

Interest income and expense are netted together for  presentation.  The breakout
of income and expense follows:
          <TABLE>
          <CAPTION>
                                        Three months      Three months      Nine months        Nine months
                                                ended             ended            ended              ended
                                        September 30,     September 30,    September 30,      September 30,
                                                 2000              1999             2000               1999
                                      ----------------------------------------------------------------------
          <S>                               <C>               <C>             <C>                 <C>
          Interest income                   $   3,372         $   3,485       $   10,046          $   9,787
          Interest expense                    (15,561)          (14,017)         (44,760)           (41,582)
                                      ----------------------------------------------------------------------
          Interest expense, net             $ (12,189)        $ (10,532)      $  (34,714)         $ (31,795)
                                      ======================================================================
          Capitalized interest:             $   1,339         $     925       $    3,923          $   3,086
</TABLE>


Interest  expense  grew $1.6  million  from the  third  quarter  of 1999,  $14.0
million,  to the same period in 2000,  $15.6 million.  For the nine months ended
September 30,  interest  expense  increased $3.2 million,  from $41.6 in 1999 to
$44.8 million in 2000.  The interest  expense  increase was  primarily  from the
sources listed in the table below and was offset by capitalized interest of $925
thousand in the third quarter of 1999 and $3.1 million for the nine months ended
September 30, 1999, and $1.3 million and $3.9 million for the comparable periods
in 2000.

<TABLE>
<CAPTION>

                                 Three months ended September 30,       |     Nine months ended September 30,
                            ---------------------------------------------------------------------------------------
                                    2000                  1999          |        2000                 1999
                            ---------------------------------------------------------------------------------------
                                          Wtd Avg               Wtd Avg |             Wtd Avg              Wtd Avg
                                 Wtd Avg Interest      Wtd Avg Interest |   Wtd Avg  Interest     Wtd Avg Interest
Debt                           Borrowing     Rate    Borrowing     Rate | Borrowing      Rate   Borrowing     Rate
-------------------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>      <C>         <C>   |   <C>          <C>     <C>         <C>
Notes payable                    600,000    7.37%      600,000    7.37% |   600,000     7.37%     600,000    7.37%
Lines of credit                  170,629    7.88%       85,508    6.51% |   146,285     7.60%      92,963    6.81%
Mortgages payable                 68,119    7.50%       64,114    7.50% |    69,043     7.50%      65,885    7.50%
Leases & other borrowings         42,528    7.50%       47,126    7.50% |    42,714     7.50%      47,486    7.50%
</TABLE>


Interest  income  decreased  $113 thousand from the third quarter of 1999 to the
same period in 2000,  from $3.5 million in 1999 to $3.4 million in 2000. For the
nine months ended September 30, interest  income  increased $259 thousand,  from
$9.8 million in 1999 to $10.0 million in 2000.  The third  quarter  decrease was
due to $460 thousand in interest  income recorded in 1999 relating to restricted
escrow funds from the Fidelity  transaction.  This decrease was partially offset
by interest  income growth  resulting  from  additional  advances to Franchisees
since  September 30, 1999. For the nine months ended  September 30, a portion of

                                       20
<PAGE>

the $259  thousand  increase  from 1999 to 2000 is due an  increase in the prime
rate, and  consequently  the interest rates on any Franchisee  loans tied to the
prime rate.  The  remainder of the increase is from  interest  earned on amounts
outstanding  under  the GP's  1995  Employee  Stock  Purchase  and Loan Plan and
earnings on overnight deposits.

We recorded an $890 thousand gain on the sale of storage facilities in the first
quarter of 2000. $415 thousand of that 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; and the remaining
$180 to adjustments from the resolution of contingencies on prior period
dispositions.

Liquidity and Capital Resources

Cash provided by operating  activities  was $76.7 million during the nine months
ended  September 30, 2000 as compared to $83.8 million during the same period in
1999.  The items  affecting the operating cash flows are discussed more fully in
the "Results of Operations" section.

We invested $23.8 million during the first nine months of 2000 for the
acquisition and improvement of self-storage facilities compared to $83.3 million
during the same period in 1999. $11.6 million of the $23.8 million for 2000
represents our 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 $12.2 million reflects improvements
to existing self-storage facilities. The 1999 acquisition activity reflects the
reinvestment of proceeds from the Fidelity transaction discussed below. We also
received $21.7 million in proceeds from the sale/exchange of storage facilities
in the first nine months of 2000 consisting of: $1.0 million from the sale of
two self-storage facilities in Indiana; $19.9 million from the transfer of nine
development projects to the GE Capital Development Venture; $463 thousand from
the sale of another non-operating development project to a franchisee; and $332
thousand from the sale of vacant land adjacent to one of our operating
facilities. As part of the GE Capital transaction, we also received a 25% equity
interest in the Development Venture valued at $6.5 million. In the sale of the
non-operating project to one of our franchisees, we accepted a $2.2 million note
and received the balance of the sales price in cash. In the first nine months of
1999, we received $140.8 million in proceeds from the sale/exchange of storage
facilities, mostly from the Fidelity transaction.

In addition to improvements, we invested $29.7 million for the development and
construction of self-storage facilities in the nine months ended September 30,
2000, compared to $48.2 million for the same time period in 1999. There were 7
newly developed facilities and 20 expansions of existing facilities in processs.
The total budget for these facilities is $82.6 million, of which $41.9 million
remains to be invested. We invested $13.4 million in advances and investments in
real estate during the first nine months of 2000, compared to $27.0 million one
year ago. In 2000, we have invested $8.2 million in cash in the GE Capital
Ventures, and provided $5.2 million in financing to franchisees of Franchise.
Proceeds were also received from certain franchisees, as five repaid their loans
during the nine months ended September 30, 2000, generating $7.9 million in
cash. We received an additional $3.7 million from the GE Acquisition Venture,
reflecting reimbursement for previous advances made to that Venture. We have
$7.2 million of loan commitments to franchisees to fund as of September 30,
2000. Additionally, we expect to invest approximately $650 thousand as part of
our required equity contributions in the GE Capital Joint Ventures during the
remainder of 2000.

Sometimes  we  acquire   facilities  in  exchange  for  Partnership  Units.  The
Partnership  Units are  redeemable  after  one year for cash or, at our  option,
shares of the GP's common stock.  Sellers  taking  Partnership  Units instead of
cash  are  able  to  defer  recognizing  a  taxable  gain on the  sale of  their
facilities until they sell or redeem their  Partnership  Units. At September 30,
2000 we had 3.4 million  Partnership Units  outstanding,  of which the following
Partnership Units were redeemable:

o   82 thousand  Partnership  Units for an amount equal to the fair market value
    ($2.5  million,  based  upon a  price  per  Partnership  Unit of  $30.50  at
    September 30, 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  Partnership  Units for amounts  equal to the fair market  value
    ($101.9  million,  based  upon a price  per  Partnership  Unit of  $30.50 at
    September  30, 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
    Partnership Unit.

                                       21
<PAGE>

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 Partnership Units under the Securities Act of 1933.

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.

During the nine months  ended  September  30,  2000,  the GP  repurchased  1.152
million shares of its common stock at a total cost of $34.9  million,  under its
stock repurchase  plan. The plan was completed during the quarter,  with a total
of 1.402 million shares  purchased under the plan. The 1.402 million shares were
purchased at an average price of $30 per share,  representing  a total  purchase
price of $42.1 million.

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.  At September 30, 2000,  the GP can issue under  currently  effective
shelf registration statements up to $650 million of common stock, preferred
stock, depository 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 in
the nine months ended September 30, 2000 of $66.8 million, compared to $16.6
million for the same period in 1999. 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, and
maturing on March 31, 2002. We also have a $40 million line of credit with a
commercial bank. The line bears interest at spread over LIBOR, matures on July
1, 2001, and is renewable at that time.

We paid  approximately  $64.2  million  in  distributions  during the first nine
months of 2000,  $56.9 million to the general  partner,  $7.3 million to limited
partners and $64 thousand to minority interests.  This compares to a total $62.5
million  in  distributions  for the same  period in 1999,  $55.2  million to the
general  partner,  $7.3 million to limited partners and $57 thousand to minority
interests.  The GP increased its dividend to common  shareholders 3% between the
two periods,  from $.67 to $.69 per share.  Distributions to common  unitholders
are made at the same rate used by the GP for common stock  dividends.  Preferred
unit  dividends  also  increased  from 1999 to 2000,  from $3.9  million to $4.3
million for the nine months ended September 30.

Through the first nine months of 2000,  we incurred  approximately  $1.4 million
for scheduled  maintenance and repairs and approximately $2.5 million to conform
facilities acquired from 1994 to 1999 to our standards. In the fourth quarter of
2000, we expect to incur an additional  $600 thousand for scheduled  maintenance
and  repairs  plus an  additional  $800  thousand to conform  facilities  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 $2.7 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 $0.8 million 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 dividend and  distribution
requirements. Additionally, no significant maturities are scheduled under any of
our borrowings until 2003.


Qualitative and Quantitative Disclosure 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 upon 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.

                                       22
<PAGE>

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 interest expense for the nine months ended September 30, 2000
would have increased by approximately $274 thousand, based on average
outstanding balances during that period.


Funds from Operations ("FFO")

We believe  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 current National Association of Real
Estate Investment Trust's (NAREIT)  definition of FFO which effective January 1,
2000,  includes  non-recurring  results of  operations,  except those defined as
"extraordinary  items"  under GAAP.  Since we have  historically  not added back
non-recurring  items to our  calculation,  we were not required to restate prior
period FFO amounts.  Our FFO may not be comparable to similarly  titled measures
of other REITs that calculate FFO  differently.  In calculating FFO, we add back
only depreciation and amortization of revenue-producing  property.  As such, Our
FFO and FFO per share may not be  comparable  to other  REITs  that may add back
total depreciation and amortization.

The following  table  illustrates the components of our FFO for the three months
and nine months ended September 30, 2000 and September 30, 1999.
<TABLE>
<CAPTION>
                                                              Three Months     Three Months      Nine Months     Nine Months
                                                                     Ended            Ended            Ended           Ended
         Funds from Operations Attributable                  September 30,    September 30,    September 30,   September 30,
         to Common Unit holders:                                      2000             1999             2000            1999
                                                          ----------------- ---------------- ---------------- ---------------
         (in thousands, except per unit data)

         <S>                                                    <C>              <C>               <C>             <C>
         Net Income Attributable to Common Unitholders          $   18,984       $   19,716        $  52,572       $  53,859

         Loss/(Gain) on Sale of Assets*                                 15             (481)            (578)           (344)
         Total Depreciation and Amortization                        10,113            8,673           29,403          26,046
         Depreciation from Unconsolidated Entities                     350              143              686             191
         Less Depreciation of Non-Revenue Producing
           Property                                                 (1,060)            (768)          (2,972)         (1,932)
                                                          ----------------- ---------------- ---------------- ---------------

         FFO attributable to common unitholders                 $   28,402       $   27,283        $  79,111       $  77,820
                                                          ================= ================ ================ ===============
</TABLE>


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


During the third quarter of 2000, the GP declared a dividend per share of $0.69,
which is an increase of 3.0% over the second quarter 1999 dividend of $0.67. To
date, $2.07 per share in dividends have been declared, compared to $2.01 in
1999, again a 3.0% increase. The Company has declared a quarterly distribution
per unit at the same rate as the GP's quarterly dividend. As a qualified REIT,
the GP is required to distribute a substantial portion of its net taxable 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.


Legal Proceedings


On July 22, 1999, a purported  statewide class action was filed against the REIT
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.

                                       23
<PAGE>

The Company  believes that it has defenses to the claims in the suit and intends
to vigorously  defend it.  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 indefinitely. 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
REIT 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 has been transferred to New York County,  Index No. 401589/00.  On July
6,  2000 the  Plaintiff  filed an  Amended  Complaint  and a  Motion  for  Class
Certification. The Company believes that it has defenses to the suit and intends
to  vigorously  defend  it.  The  Company  has  opposed  the  Motion  for  Class
Certification filed by the Plaintiff, but as of November 14, 2000, the Court has
not ruled on the Motion.

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.  The Company believes it has defenses to the suit, which is in
the early stages of discovery, and intends to vigorously defend it.

While the ultimate  resolution  of these cases 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.


Forward Looking Statements and Risk Factors

Certain  information  included in this Form 10-Q that is not historical  fact is
based on our current  expectations.  This  includes  statements  regarding:  (a)
anticipated  future  development,  acquisition and expansion  activity,  (b) the
impact of anticipated  rental rate  increases and our recently  revised late fee
policy  on our  revenue  growth,  (c) our 2000 and  2001  anticipated  revenues,
expenses and returns, (d) future capital  requirements,  (e) sources of capital,
and (f)  sources  of  funds  for  payment  of our  indebtedness.  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.  Actual results may differ materially. The following
factors,  among others, 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 could
    negatively  impact the financial  resources of our customers,  impairing our
    ability to raise rents.
o   Certain of our competitors with  substantially  greater financial  resources
    than us could  reduce  the  number  of  suitable  acquisition  opportunities
    offered to us and increase the price necessary to consummate the acquisition
    of particular facilities.
o   Competition  for  development  sites  could  drive  up  costs,   making  it
    unfeasible for us to develop properties in certain markets.
o   Increased  development  of new  facilities  in our markets  could result in
    over-supply  and lower rental rates. 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 change, materially affecting the results of operations.
o   The conditions affecting the bank, debt and equity markets could change.
o   The  availability  of  sufficient  capital to finance our business  plan on
    satisfactory terms could decrease.
o   Competition could increase, adversely affecting occupancy and rental rates,
    thereby reducing our revenue.
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.

                                       24
<PAGE>

o    Other risk factors exist as described in our Annual Report on Form 10-K for
     the year ended  December 31, 1999 and other reports filed from time to time
     with the Securities and Exchange Commission.

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.


                                       25
<PAGE>

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

See disclosure in the section entitled "Qualitative and Quantitative  Disclosure
About  Market  Risk"  in  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations.





                                       26
<PAGE>

                           Part II- OTHER INFORMATION

Item 1. Legal Proceedings

See  disclosure in the section  entitled  "Legal  Proceedings"  in  Management's
Discussion and Analysis of Financial Condition and Results of Operations on page
24.


Item 2. Changes in Securities and Use of Proceeds

During the nine months  ended  September  30,  2000,  we issued units of limited
partnership  interest in exchange for interest in self-storage  facilities.  The
date, amount and value of the issuances are summarized in the following table:

          Date of                                  Units        Approximate
          Issuance                                Issued              Value
          ------------------------------------------------------------------

          July 10, 2000                            5,704       $ 203,233.52
          September 25, 2000                      34,070         999,955.00
                                          ----------------------------------
          Total                                   39,774     $ 1,203,188.52
                                          ==================================


The Units were issued in private placements exempt from registration pursuant to
Section 4(2) of the  Securities  Act of 1933 to various  owners of  self-storage
facilities.  Beginning one year after their issuance,  each  Partnership Unit is
redeemable  for cash equal to the market  value of one share of Common  Stock in
the GP at the time of redemption or, at our option, one share of Common Stock in
the GP.


Item 3. Defaults Upon Senior Securities

None


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

None


Item 5. Other Information

None


Item 6. Exhibits and Reports on Form 8-K.

a.       Exhibit 10.1 Letter  Agreement,  dated July 7, 2000,  between  Security
         Capital Group Incorporated and the GP.

         Exhibit 27 - Financial Data Schedule


b.       Reports on Form 8-K

         None

                                       27
<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                             Dated: November 14, 2000

                                    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)








                                       28
<PAGE>

                                  EXHIBIT INDEX


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

10.1                 Letter  Agreement,  dated  July 7, 2000,  between  Security
                     Capital Group Incorporated and the GP.

27                   Financial Data Schedule







                                       29