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, 1999
                                       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)

                   165 Madison Avenue, Suite 1300, 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>
                         PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements

                              SUSA PARTNERSHIP, LP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                  (amounts in thousands, except per unit data)

<TABLE>
<CAPTION>


                                    Three months         Three months          Nine months          Nine months
                                           ended                ended                ended                ended
                              September 30, 1999   September 30, 1998   September 30, 1999   September 30, 1998
                              -------------------  -------------------  -------------------  -------------------

<S>     <C>
PROPERTY REVENUES:
Rental income                          $   61,824           $   57,038            $ 182,671            $ 156,898
Other income                                2,660                  702                6,275                3,025
                                       ----------           ----------            ---------            ---------

Total property revenues                    64,484               57,740              188,946              159,923
                                       ----------           ----------            ---------            ---------

PROPERTY EXPENSES:
Cost of property
  operations & maintenance                 15,318               14,647               46,424               39,834
Taxes                                       5,408                4,753               15,684               13,330
General & administrative                    3,500                2,916               11,022                7,513
Depreciation & amortization                 8,674                7,345               26,046               21,037
                                      -----------          -----------            ---------            ---------

Total property expenses                    32,900               29,661               99,176               81,714
                                      -----------          -----------            ---------            ---------

INCOME FROM PROPERTY OPERATIONS            31,584               28,079               89,770               78,209

OTHER INCOME (EXPENSE):
Interest expense, net                     (10,532)              (9,808)             (31,795)             (26,605)
                                      -----------          -----------            ---------            ---------

INCOME BEFORE GAIN (LOSS)
  ON SALE OF ASSETS, MINORITY
  INTEREST AND DISTRIBUTIONS
   TO PREFERRED UNITHOLDERS                21,052               18,271               57,975               51,604


Gain/(Loss) on sale of assets                 481                    -                  344                 (284)
                                      -----------          -----------            ---------            ---------

INCOME BEFORE MINORITY INTEREST
  AND DISTRIBUTIONS TO
  PREFERRED UNITHOLDERS                    21,533               18,271               58,319               51,320

Minority interest                            (208)                (166)                (300)                 (31)
                                      -----------          -----------            ---------            ---------

INCOME BEFORE DISTRIBUTIONS
  TO PREFERRED UNITHOLDERS            $    21,325          $    18,105            $  58,019            $  51,289
                                      -----------          -----------            ---------            ---------

Distributions to preferred
  unitholders                             ($1,609)                   -              ($4,160)                   -

NET INCOME ATTRIBUTABLE TO
  COMMON UNITHOLDERS                  $    19,716           $   18,105            $  53,859            $  51,289
                                      ===========           ==========            =========            =========

BASIC NET INCOME PER UNIT             $      0.62           $     0.58            $    1.71            $    1.65
                                      ===========           ==========            =========            =========

DILUTED NET INCOME PER UNIT           $      0.62           $     0.58            $    1.70            $    1.65
                                      ===========           ==========            =========            =========
</TABLE>

                 See Notes to Consolidated Financial Statements

                                        2
<PAGE>

                              SUSA PARTNERSHIP, LP
                           CONSOLIDATED BALANCE SHEETS
                    (amounts in thousands, except unit data)

<TABLE>
<CAPTION>


                                                                       as of                     as of
                                                          September 30, 1999         December 31, 1998
                                                      -----------------------    ----------------------
                                                             (unaudited)
<S>     <C>
ASSETS

Investments in storage facilities, at cost:
Land                                                               $  426,999                $  429,723
Buildings and equipment                                             1,199,604                 1,186,492
                                                      -----------------------    ----------------------
                                                                    1,626,603                 1,616,215

Accumulated depreciation                                              (86,222)                  (73,496)
                                                      -----------------------    ----------------------
                                                                    1,540,381                 1,542,719

Cash & cash equivalents                                                 1,672                     2,358
Advances and investments in real estate                               125,185                   112,163
Other assets                                                           94,143                    48,413
                                                      -----------------------    ----------------------

     TOTAL ASSETS                                                  $1,761,381                $1,705,653
                                                      =======================    ======================

LIABILITIES & PARTNERS' CAPITAL

Notes payable                                                       $ 600,000                $  600,000
Line of credit borrowings                                              87,316                    70,762
Mortgage notes payable                                                 70,731                    78,737
Other borrowings                                                       42,009                    47,625
Accounts payable & accrued expenses                                    30,776                    21,849
Dividends payable                                                      18,787                    17,758
Rents received in advance                                              11,723                    10,332
Other liabilities                                                      43,650                         -
Minority interest                                                         766                       822
                                                      -----------------------    ----------------------

     TOTAL LIABILITIES                                                905,758                   847,885
                                                      -----------------------    ----------------------

Limited common partnership units
  3,690,563 and 3,742,359 outstanding
  at redemption value                                                 101,490                   120,925

Commitments and contingencies

Partners' Capital:
Preferred Partnership units 650,000 outstanding                        65,000                    65,000
Deferred compensation                                                    (201)                        -
General Common Partnership units
  28,040,440 and 27,727,560 outstanding                               679,758                   678,522
Limited Common Partnership units                                       21,019                     4,710
Notes receivable - officers                                           (11,443)                  (11,389)
                                                      -----------------------    ----------------------

     TOTAL PARTNERS' CAPITAL                                          855,623                   857,768
                                                      -----------------------    ----------------------

     TOTAL LIABILITIES & PARTNERS' CAPITAL                         $1,761,381                $1,705,653
                                                      =======================    ======================
</TABLE>

                 See Notes to Consolidated Financial Statements

                                        3
<PAGE>

                              SUSA PARTNERSHIP, LP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (amounts in thousands)

<TABLE>
<CAPTION>


                                                                 Nine months ended      Nine months ended
                                                                September 30, 1999     September 30, 1998
                                                               --------------------   --------------------
<S>     <C>
OPERATING ACTIVITIES:
Net income                                                               $   53,859             $   51,289

Adjustments to reconcile net income to net cash
  provided by operating activities:

     Depreciation and amortization                                           26,046                 21,037
     Minority interest                                                          300                     31
     Loss on exchange of self-storage facilities                               (344)                   284
     Changes in assets and liabilities:
          Other assets                                                      (15,150)               (20,688)
          Other liabilities                                                  15,539                 19,596
                                                               --------------------   --------------------
Net cash provided by operating activities                                    80,250                 71,549
                                                               ====================   ====================

INVESTING ACTIVITIES:
Acquisition and improvements of storage facilities                          (83,317)              (182,545)
Proceeds from sale/exchange of storage facilities                           (40,799)                 3,121
Development of storage facilities                                           (48,169)               (43,926)
Change in restricted escrow funds                                           (26,109)                     -
Advances and investments in real estate                                     (26,980)               (69,177)
Proceeds from liquidation of advances and investments in
  real estate                                                                20,769                  7,747
                                                               --------------------   --------------------
Net cash used in investing activities                                       (23,007)              (284,780)
                                                               ====================   ====================

FINANCING ACTIVITIES:
Net borrowings under line of credit                                          16,554                 55,169
Mortgage principal payments/payoffs                                          (3,713)                (3,121)
Mortgage principal borrowings                                                     -                    145
Other borrowings principal payments/payoffs                                  (6,131)                     -
Cash dividends                                                              (55,175)               (35,437)
Preferred unit dividends                                                     (3,894)                     -
Proceeds from issuance of notes payable                                           -                198,311
Payments on notes receivable                                                     91                  3,062
Limited partner distributions                                                (7,310)                (4,315)
Other financing transactions, net                                             1,649                  1,122
                                                               --------------------   --------------------
Net cash (used in)/provided by financing activities                         (57,929)               214,936
                                                               ====================   ====================

Net (decrease)/increase in cash and equivalents                                (686)                 1,705
Cash and equivalents, beginning of period                                     2,358                    909
                                                               --------------------   --------------------
Cash and equivalents, end of period                                      $    1,672             $    2,614
                                                               ====================   ====================

SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:
 Equity share of joint venture received for disposition of
  assets                                                                 $    5,900             $        -
 Common Stock issued in exchange for notes receivable and
  contributed to Partnership in exchange for Partnership
  units                                                                           -                  1,997
 Common stock issued to Directors and contributed to
  Partnership in exchange for Partnership units                                 160                    132
 Mortgages assumed on storage facilities acquired                                 -                 28,135
 Note received in consideration for facility sold                               875                      -
 Storage facilities acquired in exchange for Partnership Units                4,238                 33,962
 Storage facilities acquired in exchange for deferred
  Partnership Unit agreement                                                  1,000                 10,785
 Storage facilities acquired in exchange for unsecured notes                      -                 12,769
 Storage facilities acquired through capital lease                                -                 23,889
 Restricted stock issued                                                        246                      -
 Partnership Units exchanged for shares of GP common stock                    7,276                    211
 Exchange of storage facilities (net)                                          (344)                   284
 Minority interest in acquired facility                                           -                     45
                                                               ====================   ====================

</TABLE>

                 See Notes to Consolidated Financial Statements

                                                     4
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1999
              (AMOUNTS IN THOUSANDS, EXCEPT UNIT AND PER UNIT 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 88% 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, 1998 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 amount 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 June 30, 1999 and December 31, 1998, respectively,
         the GP owed approximately 88.5% and 88.7% 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.       RECLASSIFICATIONS
         -----------------

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

                                        5
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                               SEPTEMBER 30, 1999
                  (AMOUNTS IN THOUSANDS, EXCEPT PER UNIT DATA)


4.       INVESTMENT IN STORAGE FACILITIES
         --------------------------------

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

         Cost:
               Balance on January 1, 1999        $      1,616,215
               Property acquisitions                       65,555
               Investment in development                   48,145
               Disposition of property                   (113,203)
               Improvements and other                       9,891
                                                 ----------------
               Balance on September 30, 1999     $      1,626,603
                                                 ================

          Accumulated Depreciation:
               Balance on January 1, 1999         $        73,496
               Additions during the period                 24,962
               Disposition of property                    (12,236)
                                                  ---------------
               Balance on September 30, 1999      $        86,222
                                                  ===============


         Construction in process of $70,530 at September 30, 1999 and $65,716 at
         December 31, 1998 is included in investment in storage facilities.

         During the nine months ended September 30, 1999, the Company acquired
         13 properties for $65.6 million and disposed of 37 properties,
         including the 32 properties associated with the joint venture
         transaction described in note 5.

         The following pro forma combined results of operations of the Company
         for the nine months ended September 30, 1999 has been prepared assuming
         that the acquisition of the thirteen properties and the dispositions of
         the 37 properties transacted during the same nine month period had been
         completed as of January 1, 1999. . The unaudited combined financial
         information is not necessarily indicative of what actual results of
         operations of the Company would have been assuming such transactions
         had been completed at the beginning of the period, nor does it purport
         to represent the results of operations of future periods.


                                        PRO FORMA FOR THE
                                        NINE MONTHS ENDED
                                       SEPTEMBER 30, 1999
                                       ------------------

         Revenues                               $ 184,857
         Net income                             $  42,972
         Basic net income per unit              $    1.36
         Diluted net income per unit            $    1.36


5.       INVESTMENT IN JOINT VENTURES
         ----------------------------

         On June 7, 1999, the Company formed a joint venture (the "Joint
         Venture") with a major institutional investor, Fidelity Management
         Trust Company ("Fidelity"). In accordance with the agreement, the
         Company contributed 32 self-storage facilities for total consideration
         of $144,000, which included $131,000 in cash proceeds and a 25%
         interest in the joint venture. Fidelity owns the remaining 75%
         interest.

                                        6
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                               SEPTEMBER 30, 1999
                  (AMOUNTS IN THOUSANDS, EXCEPT PER UNIT DATA)

         The self-storage facilities had a book value of $91,216. The Company
         manages the Joint Venture and continues to operate all of the Joint
         Venture's assets under the Storage USA brand for a fee. In order to
         facilitate tax-free exchanges of facilities, $90,290 of the proceeds
         was placed in escrow. As of September 30, 1999, $26,124 of these
         proceeds remained in escrow and is included in other assets. A $43,670
         gain on the transaction was deferred and is included in other
         liabilities, until such time the Company disposes of its interest in
         the Joint Venture. The Company's $5,900 investment in the Joint Venture
         is included in advances and investments in real estate and its
         proportionate share of the earnings of the Joint Venture are recognized
         in other income.


6.       OTHER ASSETS
         ------------

                                                      As of           As of
                                              September 30,    December 31,
                                                       1999            1998
                                              ------------------------------

         Restricted cash - escrow accounts         $  26,878       $      -
         Deposits                                      5,453          5,046
         Deferred costs of issuances of
              unsecured notes                          6,165          7,533
         Accounts receivable                           5,006          4,754
         Mortgages receivable                          7,194          3,624
         Notes and other receivables                  16,017         13,779
         Other intangible                              4,332          3,159
         Other                                        23,098         10,518
                                              ------------------------------
              Total Other Assets                  $   94,143      $  48,413
                                              ------------------------------

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, 1999
         ------------------------------------------------------------
         Total lines of credit                            $   240,000
         Borrowings outstanding                           $    87,316
         Weighted average daily interest
             rate year-to-date                                   6.63%

                                        7
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                               SEPTEMBER 30, 1999
                  (AMOUNTS IN THOUSANDS, EXCEPT PER UNIT DATA)


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


         MORTGAGE NOTES PAYABLE
         AS OF SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
                                                                                                     Average
                                                                               Interest Rate   Interest Rate
                                           Face Amount    Maturity Range               Range    Year-to-Date
                                         --------------------------------------------------------------------
<S>     <C>
         Fixed rate                        $   58,609       2004-2016              6.5%-11.5%           9.97%
         Variable rate                          5,359       2007-2016               7.4%-9.0%           8.20%
                                           ----------                                               --------
                                                                                                       9.76%
                                               63,968
         Premiums                               6,763
                                           ----------
         Mortgage notes payable            $   70,731

</TABLE>

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

<TABLE>
<CAPTION>


         OTHER BORROWINGS
         AS OF SEPTEMBER 30, 1999
         ----------------------------------------------------------------------------------------
                                             Face Amount         Carry Value      Imputed Rate
         ----------------------------------------------------------------------------------------
<S>     <C>
         Non-interest bearing notes          $    9,150           $   8,213              7.50%
         Deferred units                          12,000              10,065              7.50%
         Capital Leases                               -              23,731              7.50%
                                         --------------------------------------------------------
                                                                  $  42,009
</TABLE>



         During the nine months ended September 30, 1999, total interest paid on
         all debt was $40,593 and total interest capitalized for construction
         costs was $3,086.


8.       OTHER INCOME
         ------------

         Other income for the three months and nine months ended September 30,
         1999 and 1998 consisted primarily of revenue 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), revenue for the management of facilities owned
         by third parties, and the proportionate share of net income of equity
         investments including joint ventures and Franchise. A summary of these
         amounts is as follows:

<TABLE>
<CAPTION>



                                             Three months ended    Three months ended    Nine months ended   Nine months ended
                                            September 30, 1999     September 30, 1998   September 30, 1999  September 30, 1998
                                            ----------------------------------------------------------------------------------
<S>     <C>
Facility specific revenue                            $     997               $    841            $   2,953           $  2,225
Management fees                                            637                    286                1,355                788
Share of net income of equity investments                1,026                   (425)               1,967                 12
                                            ----------------------------------------------------------------------------------
Total other income                                   $   2,660               $    702            $   6,275           $  3,025
                                            ==================================================================================
</TABLE>


                                        8
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                               SEPTEMBER 30, 1999
                  (AMOUNTS IN THOUSANDS, EXCEPT PER UNIT DATA)


9.       INCOME PER UNIT
         ---------------

         Basic and diluted income per unit is calculated as presented in the
following table:
<TABLE>
<CAPTION>


                                                            Three months ended September 30,     Nine months ended September 30,
                                                                    1999               1998                1999            1998
                                                       -------------------------------------------------------------------------
<S>     <C>
Basic net income per Unit:
      Net income attributable to common unitholders            $  19,716          $  18,105           $  53,859       $  51,289
      Basic weighted average Units outstanding                    31,694             31,357              31,578          31,036
      --------------------------------------------------------------------------------------------------------------------------
      Basic net income per Unit                                $    0.62          $    0.58           $    1.71       $    1.65

Diluted net income per Unit:
      Net income attributable to common unitholders            $  19,716          $  18,105           $  53,859       $  51,289

      Basic weighted average Units outstanding                    31,694             31,357              31,578          31,036
      Dilutive effect of stock options                                47                 94                  68             125
                                                       -------------------------------------------------------------------------
      Diluted weighted average Units outstanding                  31,741             31,451              31,646          31,161
                                                       -------------------------------------------------------------------------
      Diluted net income per Unit                              $    0.62          $    0.58           $    1.70       $    1.65

</TABLE>

10.      INTEREST EXPENSE, NET
         ---------------------
<TABLE>
<CAPTION>

                                    Three months ended September 30,      Nine months ended September 30,
                                               1999               1998               1999                1998
                                  ----------------------------------------------------------------------------
<S>     <C>
         Interest expense                 $   14,017         $   12,363        $   41,582          $   32,105
         Interest income                      (3,485)            (2,555)           (9,787)             (5,500)
                                  ----------------------------------------------------------------------------
         Interest expense, net            $   10,532         $    9,808        $   31,795          $   26,605
                                  ============================================================================
</TABLE>

11.      COMMITMENTS
         -----------

         As of September 30, 1999, the Company is committed to advance an
         additional $51,580 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 $7,830 of loan
         commitments made by third party lenders to franchisees of Franchise, of
         which $7,714 has been funded at September 30, 1999.

12.      SUBSEQUENT EVENTS
         -----------------

         From September 30, 1999 to November 5, 1999, the Company completed the
         acquisition of three self-storage facilities for approximately $26.4
         million. All three were Storage USA franchised facilities. Two of the
         facilities were open and operating, while the third was under
         construction. These acquisitions were financed primarily through the
         escrow proceeds from the joint venture transaction described in Note 5.
         The Company has also entered into various property acquisition
         contracts with an aggregate cost of approximately $10.9 million. These
         acquisitions are subject to customary conditions to closing, including
         satisfactory due diligence, and should close during the fourth quarter.
         Should these contracts be terminated, the costs incurred by the Company
         would not be material. The sale of another facility also occurred
         subsequent to the end of the quarter, for approximately $2.6 million.

                                        9
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                               SEPTEMBER 30, 1999
                  (AMOUNTS IN THOUSANDS, EXCEPT PER UNIT DATA)


13.      LEGAL PROCEEDINGS
         -----------------

         On July 22, 1999, a purported class action was filed against the
         Company 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 Company
         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, and believes that it has
         defenses to the claims in this suit and intends to vigorously defend
         it. The case is currently in discovery and no trial date has been set.
         While the ultimate resolution of this suit cannot currently be
         determined, management believes that the loss or liability, if any,
         resulting from this suit will not have a material adverse effect on its
         financial position. However, if during any period the potential
         contingency should become probable, the results of operations in such
         period could be materially affected.

                                       10
<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.


INTERNAL GROWTH

The following table compares Same-Store Facilities for the quarter (312
properties owned since July 1, 1998) and for the first nine months of 1999 (274
properties owned since January 31, 1998). Newly developed and expanded
facilities are removed from the same-store pool to avoid skewing the results.
<TABLE>
<CAPTION>


                                     --------------------------------------------------------------------------------------------
                                              Quarter Ended September 30,                 Nine Months Ended September 30,
                                     --------------------------------------------------------------------------------------------
Same-Store Results                        1999             1998         Growth %        1999             1998         Growth %
---------------------------------------------------------------------------------------------------------------------------------
(amounts in thousands except occupancy and per square foot figures)
<S>     <C>
Revenues                               $    49,036       $  46,480       5.50%        $122,600         $116,135        5.60%
Operating Expenses                           8,160           8,181      (0.30%)         20,879           20,469        2.00%
Property Tax & Other                         4,883           5,321      (8.20%)         12,801           13,598       (5.90%)
                                     --------------------------------------------------------------------------------------------
Total Expenses                              13,043          13,502      (3.40%)         33,680           34,067       (1.10%)
                                     --------------------------------------------------------------------------------------------
NOI                                    $    35,993       $  32,978       9.10%        $ 88,920         $ 82,068        8.30%
                                     ============================================================================================

Physical Occupancy                            88.2%           88.7%     (0.60%)           86.7%            87.1%      (0.50%)

Scheduled Rent per Square Foot         $     11.06       $   10.41       6.20%        $  10.83         $  10.18        6.40%

Realized Rent per Square Foot          $     10.08       $    9.53       5.80%        $   9.74         $   9.20        5.90%

</TABLE>

                                       11
<PAGE>

o    Our Same-Store Facilities achieved 9.1% NOI growth in the third quarter of
     1999 as compared to the same quarter in 1998. The growth resulted from
     revenue increases of 5.5% combined with a reduction in expenses of 3.4%.
     For the nine months ended September 30, 1999, same-store NOI grew 8.3%, due
     to a combination of revenue increases, 5.6%, and an expense reduction 1.1%.
o    The revenue increase of 5.5% for the quarter and 5.6% for the first nine
     months was driven by an increase in scheduled rent per square foot of 6.2%
     for the quarter and 6.4% for the first nine months, each partially offset
     by a decrease in physical occupancy and higher discounting activity than
     prior periods.
o    Our operating expenses shrank 0.3% from the third quarter of 1998, but
     showed an increase of 2.0% over the first nine months of 1998. Meanwhile,
     property tax and other expenses decreased 8.2% over the third quarter of
     1998 and 5.9% over the first nine months of 1998, due primarily to
     significant reductions in insurance costs.

The following table lists changes in the 10 largest same-store markets on a rent
per square foot basis and occupied square feet basis and the resulting change in
net rental income for the third quarter of 1999 and the nine months ended
September 30, 1999 over the corresponding periods in 1998.

<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       YTD        QTD        YTD        QTD      YTD       QTD
------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>
Los Angeles-Riverside-Orange County, CA            44        20.4%        11.7%      12.0%       8.8%      8.9%      2.6%     2.8%
Washington-Baltimore, DC-MD-VA-WV                  16        10.0%         5.2%       6.4%       5.9%      6.6%     -0.6%    -0.1%
New York-N. New Jersey-Long Island, NY             13         8.4%         2.8%       4.0%       3.5%      4.8%     -0.7%    -0.8%
Miami-Fort Lauderdale, FL                          14         7.6%         3.8%       3.5%       5.6%      5.8%     -1.7%    -2.2%
San Francisco-Oakland-San Jose, CA                  8         4.1%         2.6%       1.1%       8.1%      6.9%     -5.2%    -5.4%
Philadelphia-WILM-Atlantic City, PA-NJ             11         3.8%         8.1%       7.3%       5.4%      5.4%      2.6%     1.8%
Phoenix,-Mesa, AZ                                  13         3.7%         5.4%       6.0%       5.6%      7.0%     -0.2%    -0.9%
San Diego, CA                                       6         3.2%        12.0%       9.6%      11.3%     10.3%      0.6%    -0.6%
Nashville, TN                                       8         2.9%        -1.5%      -0.8%       2.2%      2.0%     -3.6%    -1.0%
Dallas-Forth Worth, TX                              6         2.6%         4.2%      -1.2%       6.8%      1.6%     -2.5%    -2.8%
</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.

      During the nine months ended  September 30, 1999, we also continued to
      make  progress on a number of strategic  initiatives  aimed at reaching
      new self-storage customers:

   1. The implementation of our national reservation center was completed in the
      third quarter of 1999. We now have full national coverage of all of our
      facilities. Rollover calls nationwide are now forwarded to the Memphis
      reservation center, where knowledgeable Storage USA employees can supply
      potential customers with facility information and reserve storage units.

   2. On September 27, 1999, we announced that we closed on our strategic
      alliance with Budget Group Inc. This strategic alliance includes:
     o   A multi-year joint venture between affiliates of Budget Group, Inc.
         ("Budget") and Storage USA Franchise Corp., owned 50/50, for the
         purpose of franchising and converting existing self-storage facilities
         and franchising new facilities under the combined "Budget" and "Storage
         USA" brands, which may be terminated by either party for any reason
         after three years by exercising a buy-sell option, or earlier for other
         reasons, such as an event of a default by either party.
     o   Our access, during the term of the joint venture, to pre-qualified
         self-storage customer leads from the Budget and Ryder national
         reservation centers, which will transfer calls to Storage USA's
         national reservation center. Budget will have access to pre-qualified
         leads for truck rental by transfer to its national reservation center.
    o    We are a primary truck rental partner with Budget Truck Rental and
         Ryder TRS and will limit our truck rental relationships to Budget Truck
         Rental and Ryder TRS.
    o    We will change our signs to reflect the new relationship with Budget on
         approximately 140 company-owned facilities in California, Texas, and
         Indiana on an agreed schedule over the next 12 to 18 months. These
         markets were chosen as they reflect areas where both Storage USA and
         Budget have prominence.
     In early May, reservation agents at Budget's national reservation center in
     Carrollton, Texas began referring truck rental customers with a stated
     interest in self-storage to our national reservation center.
     During the third quarter, we started receiving such referrals from Ryder,
     also. A program for placing Budget/Ryder truck dealerships at our
     facilities is in process and, by the end of the year 2000, we expect to
     have about 75% of our facilities equipped with full Budget dealerships.

                                       12

<PAGE>


EXTERNAL GROWTH

ACQUISITIONS

During the second quarter of 1999, we formed a joint venture with Fidelity
Management Trust Company (the "Venture"), to raise capital. We contributed 32
self-storage facilities with a total value of $144 million to the Venture in
return for $131 million in cash and a 25% interest in the joint venture.
Fidelity holds the remaining 75% interest. We manage the Venture and operate all
of the Venture's assets under the Storage USA brand for a fee. We planned to use
approximately $90 million of these proceeds to acquire in tax-free exchanges new
self-storage facilities that have greater potential for growth than the
facilities that were disposed. As of September 30, 1999, $64 million of the $90
million had been used for this purpose, with additional property acquisitions
identified for the remaining $26 million. The following table shows the
facilities acquired during the first three quarters of 1999:



                                  Number of         Total          Net Rentable
Quarter ended                     Facilities      Investment       Square Feet
-------------------------------------------------------------------------------
(amounts in thousands except number of facilities)

March 31, 1999                           1          $ 2,673                 70
June 30, 1999                            7           43,896                506
September 30, 1999                       5           18,986                376
                            ---------------------------------------------------
   Total year-to-date                   13          $65,555                952
                            ===================================================


Three of the five properties acquired in the third quarter of 1999 were former
Storage USA franchised facilities, located in Massachusetts, Alabama and
Florida. These properties accounted for 186 thousand square feet and a total
investment of $8.5 million . The remaining two acquisitions were in Tennessee
and Southern California, and made up the remaining square footage, 190 thousand,
and total investment, $10.5 million.

Four of the seven properties acquired in the second quarter were purchased from
unaffiliated parties, and were located in the metro New York area; the other
three were former franchise facilities, located in the Dallas area. We also
acquired the minority interest in one joint venture facility for approximately
$2 million in the second quarter. The lone first quarter acquisition was a
formerly franchised Tennessee facility.

From September 30, 1999 to November 5, 1999, the Company completed the
acquisition of three self-storage facilities for approximately $26.4 million.
All three were Storage USA franchised facilities. Two of the facilities were
open and operating, while the third was under construction. These acquisitions
were financed primarily through the escrow proceeds from the joint venture
transaction described in Note 5. The Company has also entered into various
property acquisition contracts with an aggregate cost of approximately $10.9
million. These acquisitions are subject to customary conditions to closing,
including satisfactory due diligence, and should close during the fourth
quarter. Should these contracts be terminated, the costs incurred by the Company
would not be material.

Based upon current conditions, we do not anticipate acquiring a significant
number of facilities in the remainder of 1999 beyond those to be acquired with
proceeds from the Venture. For more details on the Venture see the "Liquidity
and Capital Resources" section.

                                       13
<PAGE>

NEW DEVELOPMENT AND EXPANSION

The following newly developed and expanded facilities were opened in the first
three quarters of 1999:

<TABLE>
<CAPTION>
                            ------------------------------------------------------------------------------------------------
                                               Developments                                     Expansions
                            ------------------------------------------------------------------------------------------------
                                Number of                        Net Rentable     Number of                    Net Rentable
Quarter ended                   Facilities      Investment       Square Feet      Facilities    Investment     Square Feet
----------------------------------------------------------------------------------------------------------------------------
(amounts in thousands except number of facilities)
<S>     <C>
March 31, 1999                           -                -                  -            5        $ 5,466              129
June 30, 1999                            5          $20,890                379            3          2,791               65
September 30, 1999                       2            9,225                146            4          4,885               85
                            ------------------------------------------------------------------------------------------------
Total year-to-date                       7          $30,115                525           12        $13,142              279
                            ================================================================================================
</TABLE>


The following chart details our development and expansion projects under
construction or in construction planning as of September 30, 1999:

<TABLE>
<CAPTION>


                                                                          Expected      Investment      Remaining
                                     # of Prop.        Square feet       Investment        to Date     Investment
                                   ------------------------------------------------------------------------------
(amounts in thousands except numbers of facilities)
<S>     <C>
Total development in process                26            2,026        $  137,129      $  48,988       $  88,141
Total expansions in process                 31              614        $   31,701      $  11,859       $  19,842
                                   ------------------------------------------------------------------------------
Total                                       57            2,640        $  168,830      $  60,847       $  107,983

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

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 99    1st Qtr 00     2nd Qtr 00    3rd Qtr 00     4th Qtr 00     Thereafter       Total
                  ------------------------------------------------------------------------------------------------------
(amounts in thousands)
<S>     <C>
Development         $  12,830    $  26,879      $   25,517     $  13,975    $  16,569       $  41,359     $ 137,129

Expansions              4,907        9,110           2,225         3,123        3,409           8,927        31,701
                  ------------------------------------------------------------------------------------------------------

Total               $  17,737    $  35,989      $   27,742     $  17,098    $  19,978       $  50,286     $  168,830

                  ======================================================================================================

</TABLE>

FRANCHISING

During the third quarter of 1999, Storage USA Franchise Corp. opened three new
facilities, increasing the year to date total of newly opened facilities to
sixteen. During the first nine months of 1999, eleven franchised facilities were
sold by franchisees, seven to us and four to third parties, and three contracts
were terminated, bringing the total number of franchised facilities, open and
operating, to 42 as of September 30, 1999.

We have an equity interest in some of the franchised facilities, typically
ranging from 40% to 45%. We receive these equity interests in partial payment
for our extension of credit in the form of a construction loan to the
franchisee. The following table presents the status of our franchising program
as of September 30, 1999 and notes both those projects in which we have and
those in which we do not have an equity interest.

                                       14
<PAGE>

                                             With        Without
                                           Equity         Equity
                                    Participation  Participation          Total
--------------------------------------------------------------------------------
Open and Operating                             31             11             42
In Construction                                10             11             21
In Design                                       8              6             14
--------------------------------------------------------------------------------
Total                                          49             28             77
--------------------------------------------------------------------------------


RESULTS OF OPERATIONS

The following table reflects the profit and loss statement for the quarter and
the nine months ended September 30, 1999 and September 30, 1998 based on a
percentage of total revenues and is used in the discussion that follows:

<TABLE>
<CAPTION>



                                      THREE MONTHS ENDED SEPTEMBER 30,             NINE MONTHS ENDED SEPTEMBER 30,
                                                  1999                  1998                  1999                  1998
-------------------------------------------------------------------------------------------------------------------------
<S>     <C>
REVENUE
Rental Income                                    91.0%                 94.6%                 91.9%                 94.8%
Other Income                                      3.9%                  1.2%                  3.2%                  1.8%
Interest Income                                   5.1%                  4.2%                  4.9%                  3.3%

-------------------------------------------------------------------------------------------------------------------------
Total Income                                    100.0%                100.0%                100.0%                100.0%

EXPENSES
Property Operations                              22.5%                 24.3%                 23.4%                 24.1%
Taxes                                             8.0%                  7.9%                  7.9%                  8.1%
General and Administrative                        5.1%                  4.8%                  5.5%                  4.5%

</TABLE>

Rental income increased $4.8 million, or 8.4% in the quarter ended September 30,
1999 and $25.8 million, or 16.4% for the nine months ended September 30, 1999
compared to the same periods in 1998. This increase is primarily a result of
recognizing a full year of rental income on the 1998 acquisitions and our
internal growth, as outlined in the section entitled, "Internal Growth." The
primary contributors to rental income growth are summarized in the table below.

<TABLE>
<CAPTION>


Rental Income Growth in 1999 over 1998 for comparable periods ended September 30              Quarter  Year-to-Date
--------------------------------------------------------------------------------------------------------------------
<S>     <C>
1998 acquisitions                                                                              $5,643       $22,363
Same-store facilities                                                                           2,344         6,356
1999 acquisitions                                                                               3,005         3,475

</TABLE>

The remainder of the rental income growth, quarterly and year to date, is
attributed to newly developed and expanded facilities offset by the sale of
facilities to the Venture discussed in the section entitled "External
Growth-Acquisitions". The majority of the Same-Store Facilities' revenue growth
for the quarter was provided by an approximate 5.8% increase in realized rent
per square foot, from $9.53 per square foot in the third quarter of 1998 to
$10.08 for the same period in 1999. Physical occupancy during this period
declined slightly, from 88.7% in 1998 to 88.2% in 1999. For the nine months
ended September 30, a Realized Rent per Square Foot increase of 5.9%, from $9.20
to $9.74, contributed to the bulk of the same-store rental income growth, with
occupancy again experiencing a small decrease, from 87.1% in 1998 to 86.7% this
year.

                                       15
<PAGE>
We have reevaluated the amounts that we charge our customers for late fees and
expect to reduce them. We cannot currently determine the amount by which any
reductions will reduce our revenue in future periods for a number of reasons,
including the fact that our late fee charges vary across the country, they
varied at facilities we acquired and facility managers have the discretion to
waive late fees. However, the fee change could reduce revenues in 2000 by as
much as $5 million. We expect that any revenue reduction may be offset, in
part by increased rents, increased late fee collection efforts, and continued
efficiencies in our operating margins, but are not yet able to estimate the net
effect of these items. The change in fees is expected to become effective in
the first quarter of 2000. You should refer to the discussions under "Legal
Proceedings" and "Forward-Looking Statements and Risk Factors" for additional
information relevant to our late fee charges.

Other income grew $1.9 million in the third quarter of 1999 over the same period
in 1998, and $3.3 million for the nine months ended September 30, 1999 versus
the same nine months in 1998. Other income consisted primarily of revenue from
facility-specific activities (rental of floor and storage space for locks and
packaging materials, truck rentals and ground rents for cellular telephone
antenna towers and billboards), revenue for the management of facilities owned
by third parties, and the proportionate share of net income of equity
investments including joint ventures and Franchise. A summary of these amounts
is as follows:

<TABLE>
<CAPTION>
                                                  Three months       Three months              Nine months         Nine months
                                                         ended              ended                    ended               ended
                                            September 30, 1999  September 30,1998       September 30, 1999  September 30, 1998
                                            -----------------------------------------------------------------------------------
<S>     <C>
Facility specific revenue                           $      997         $      841         $     2,953        $     2,225
Management fees                                            637                286               1,355                788
Share of net income of equity investments                1,026               (425)              1,967                 12
                                            -----------------------------------------------------------------------------------
Total other income                                  $    2,660         $      702         $     6,275        $     3,025
                                            ===================================================================================
</TABLE>

As a percentage of revenues, cost of property operations and maintenance
decreased from the third quarter of 1998 to 1999, 24.3% to 22.5%, and for the
nine months ended September 30, 1998 to 1999, 24.1% to 23.4%. 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, as evidenced
here.

Tax expense as a percentage of revenues was 8.0% for the third quarter of 1999
and 7.9% for the nine months ended September 30, 1999 compared to 7.9% and 8.1%
for the same periods in 1998. Tax expense as a percentage of revenues trends
down as a result of Same-Store Facility revenue growth outpacing tax expense
growth. This trend was offset in the third quarter of 1999 by a reserve of $270
thousand being recorded for the expense associated with a recently-enacted
Tennessee law that subjects limited partnerships and limited liability
corporations to the Tennessee Excise and Franchise taxes.

General and administrative expenses ("G&A") as a percentage of revenues
increased from 4.8% in the third quarter of 1998 to 5.1% for the same period of
1999. This was indicative of a G&A expense increase from $2.9 to $3.5 million
between the two periods. For the nine months ended September 30, 1999 G&A
expenses as a percentage of revenues increased from 4.5% to 5.5% from 1998 to
1999, reflecting a dollar increase from $7.5 million to $11.0 million. This
growth in G&A is a result of the expansion throughout 1998 of our
administrative, marketing, acquisition and development, management information
systems, human resources, and legal departments.

Depreciation and amortization expense increased from $7.3 million in the third
quarter of 1998 to $8.7 million for the same period in 1999, and from $21.0
million to $26.0 million for the nine months ended September 30, 1998 to the
like period in 1999. This was due to our acquisition and development of
approximately $151 million in depreciable assets since September 30, 1998
partially offset by the sale of $115 million of depreciable assets in 1999,
mostly to form the Venture discussed in the section entitled "External
Growth-Acquisitions."

Interest expense increased from $12.3 million in the third quarter 1998 to $14.0
million during the same period 1999. For the nine months ended June 30, 1999 the
expense rose from 1998 to 1999, from $32.1 million to $41.6 million. The
interest expense increase was primarily from the sources listed in the table
below and was offset by capitalized interest.

                                       16
<PAGE>

<TABLE>
<CAPTION>
                                      Three months ended September 30,               Nine months ended September 30,
                                   1999                       1998                    1999                  1998
                               ---------------------------------------------------------------------------------------------

                                                   W/A                    W/A                    W/A                    W/A
                                        W/A   INTEREST         W/A   Interest          W/A  INTEREST         W/A   Interest
Debt                              BORROWING       RATE   Borrowing       Rate    BORROWING      RATE   Borrowing       Rate
----------------------------------------------------------------------------------------------------------------------------
<S>     <C>
Notes payable                      $600,000      7.37%    $600,000      7.37%     $600,000     7.37%    $466,667      7.42%
Lines of credit                      85,508      6.51%      48,200      6.85%       92,963     6.24%      78,300      6.81%
Mortgages payable                    64,114      9.76%      54,900      9.75%       65,885     9.76%      50,100      9.72%
Leases & other borrowings            47,126      7.50%       9,600      7.50%       47,486     7.50%       3,200      7.50%

</TABLE>
<TABLE>
<CAPTION>
                              Three months ended September 30,   Nine months ended September 30,
                                       1999              1998             1999             1998
                            --------------------------------------------------------------------
<S>     <C>
Capitalized interest                   925                978             3,086            2,420

</TABLE>

Interest expense will continue to rise in 1999 as the $200 million of notes
payable issued in mid-1998 will be outstanding for the entire year and
additional borrowings on our lines of credit may occur in the remainder of the
year.

Interest income grew to $3.5 million in the third quarter of 1999 from $2.6
million during the same period in 1998. Likewise, interest income increased to
$9.8 million for the nine months ended September 30, 1999 from $5.5 million in
the corresponding period in 1998. Approximately $749 thousand of the third
quarter increase, and $3.2 million of the year to date increase, is due to the
interest earned on advances from us to Franchisees of Storage USA Franchise
Corp. We expect that this income will continue to grow as we make further
advances under this program. The remainder of the increase is from interest
earned on amounts outstanding under the 1995 Employee Stock Purchase and Loan
Plan and earnings on overnight deposits and escrowed funds.

The facilities that were sold to the joint venture discussed in the section
entitled "External Growth Acquisitions" for $144 million produced a $43 million
deferred gain, which is recorded in the other liabilities section of our balance
sheet. No gain can be recognized for so long as we retain a 25% interest in the
Venture. Only a sale to an unrelated third party would allow us to recognize the
gain. In addition to the properties sold to the Venture, we sold five facilities
during the nine months ended September 30, 1999, resulting in a $616 thousand
gain. Other asset dispositions during the year reduced the total gain to $344
thousand as of September 30, 1999.


LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities was $80.2 million during the nine months
ended September 30, 1999 as compared to $71.5 million during the same period in
1998. These increases are primarily a result of the significant expansion of our
property portfolio. The items affecting the operating cash flows are discussed
more fully in the "Results of Operations" section.

In the nine months ended September 30, 1999, we received $140.8 million in
proceeds from the sale of self-storage facilities, including those 32 facilities
involved in the joint venture transaction described in the section entitled
"External Growth - Acquisitions." In order to redeploy these proceeds in a tax
efficient manner, $95.3 million of the total proceeds were placed in escrow
accounts. These proceeds were to be used to acquire additional properties and
development land parcels in tax-free exchanges. As of September 30, 1999, $69.1
million of these funds had been used for that purpose.

We invested a total of $87.4 million in the first nine months of 1999 in the
acquisition and improvement of self-storage facilities compared to $182.5
million during the same period 1998. These acquisitions and improvements were
financed through $83.3 million cash, $60.9 million cash from the escrow account
described above and $4.2 million in Units.

                                       17
<PAGE>
In addition to acquisitions, we invested $48.2 million in the first nine months
of 1999 and $43.9 million in the first nine months of 1998 for land held for
development and construction of self-storage facilities. Of the $48.2 million
invested in 1999, $40.0 was in cash, and the remaining $8.2 million reflected
purchase of development land parcels through the escrowed funds described above.
There were 26 newly developed facilities and 31 expansions of existing
facilities in process with $60.8 million invested at September 30, 1999. The
total budget for these facilities is $168.8 million, of which $108.0 million
remains to be invested. We also provided $27.0 million in financing to
franchisees of Storage USA Franchise Corp. during the nine months ended
September 30, 1999. Proceeds were also received from certain franchisees, as six
repaid their loans during the period, generating $20.8 million in cash. We have
$51.6 million of loan commitments to other franchisees to fund as of September
30, 1999.

Between November 1996 and July 1998, we issued $600 million of notes payable.
The notes are our obligations, and may be redeemed at any time at our option,
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.

Sometimes we acquire facilities in exchange for Units. The Units are redeemable
after one year for cash or, at our option, shares of the GP's common stock.
Sellers taking Units instead of cash are able to defer recognizing a taxable
gain on the sale of their facilities until they sell or redeem their Units. At
September 30, 1999 we had 3.7 million Units outstanding, of which the following
Units were redeemable:

o   82 thousand Units for an amount equal to the fair market value ($2.2
    million, based upon a price per Unit of $27.50 at September 30, 1999)
    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   3.6 million Units for amounts equal to the fair market value ($99.2 million,
    based upon a price per Unit of $27.50 at September 30, 1999) payable by us
    in cash or, at our option, in shares of the GP's common stock at the initial
    exchange ratio of one share for each Unit.

We anticipate that the source of funds for any cash redemption of Units will be
retained cash flow or proceeds from the future sale of the GP's securities or
other indebtedness. We have agreed to register any shares of the GP's common
stock issued upon redemption of Units under the Securities Act of 1933.

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, 1999, the GP can issue under currently effective
shelf registration statements up to $650 million of common stock, preferred
stock, depositary shares and warrants and can also issue $250 million of
unsecured, non-convertible senior debt securities of the Partnership. The lines
of credit bear interest at various spreads over LIBOR. We had net borrowings in
the nine months ended September 30, 1999 of $16.6 million. For the same period
in 1998, net borrowings totaled $55.2 million. Borrowings would have been
greater in 1999 if we had not used $39.4 million of the proceeds received from
the joint venture described in the section entitled "External Growth -
Acquisitions" to reduce those lines of credit in the second quarter. Also, on
May 26, 1999, we closed on a $200 million unsecured revolving credit line with a
group of commercial banks, representing a $50 million increase from the previous
line of credit. The line bears interest at a spread of 120 basis points over
LIBOR based on our current debt rating. The maturity was extended to March 31,
2002, and existing covenants were modified.

We have committed to fund approximately $58.9 million of the remaining $108.0
million to be invested in the development and expansion pipeline and committed
to provide financing to franchisees for approximately $51.6 million. 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 firm commitments.

We expect to incur approximately $3.9 million for scheduled maintenance and
repairs during 1999 and approximately $2.3 million to conform facilities
acquired from 1994 to 1998 to our standards of which $2.2 million for scheduled
maintenance and $1.0 million for conforming facilities acquired has been
incurred to date.


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

                                       18
<PAGE>

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 definition of FFO. 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 unit may not be
comparable to other REITs that may add back total depreciation and amortization,
which may include, for example depreciation and amortization of office
equipment.

The following table illustrates the components of our FFO for the three months
and nine months ended September 30, 1999 and September 30, 1998:

<TABLE>
<CAPTION>

                                                              Three Months      Three Months      Nine Months      Nine Months
                                                                     Ended             Ended            Ended            Ended
                                                             September 30,     September 30,    September 30,    September 30,
                                                                      1999              1998             1999             1998
                                                          ---------------------------------------------------------------------
<S>     <C>
  Net income attributable to common unitholders                   $19,716           $18,105          $53,859          $51,289
  Loss/(Gain) on sale of assets                                      (481)                -             (344)             284
  Total depreciation and amortization                               8,674             7,345           26,046           21,037
  Depreciation from unconsolidated entities                           142                 -              191                -
  Less depreciation of non-revenue producing property                (768)             (402)          (1,932)          (1,185)
                                                           ---------------------------------------------------------------------
  FFO attributable to common unitholders                          $27,283           $25,048          $77,820          $71,425
</TABLE>

During the third quarter of 1999, the GP declared a dividend per share of $0.67,
which is an increase of 4.7% over the third quarter 1998 dividend of $0.64. To
date, $2.01 per share in dividends have been declared, compared to $1.92 in
1998, again a 4.7% increase. As a qualified REIT, the GP is required to
distribute a substantial portion of its net income as dividends to its
shareholders. While our goal is to generate and retain sufficient cash flow to
meet our operating, capital and debt service needs, the GP's dividend
requirements may require us to utilize our bank lines of credit and other
sources of liquidity to finance property acquisitions and development, and major
capital improvements. See "Liquidity and Capital Resources" section.


YEAR 2000 COMPLIANCE

We are carrying out our plan to ensure that all of the material aspects of our
operations are Year 2000 ("Y2K") compliant. As part of our Y2K planning and
readiness program, we have retained an outside consultant to assist us in our
assessment of potential Y2K issues and to assist in the development of a
strategy for testing such systems. There are three phases to our Y2K plan. Phase
one included determining the scope of the issue, assigning responsible parties
and proposing solutions to the issue. This phase was completed in July 1998.
Phase two includes researching and testing all of our systems and documenting
their Y2K compliance. We have substantially completed this phase at this time.
The third phase which will be completed during the fourth quarter of 1999,
involves implementing any necessary changes, if any, by the end of the third
quarter of 1999. We have grouped all of our systems into three categories based
on their importance in operating our facilities: critical, moderate and minimal.
All critical, moderate and minimal systems have been documented as Y2K compliant
with the following exceptions:

o    The job costing system that we used in 1997 was not Y2K compliant. However,
     this system was phased out in the first quarter of 1999 for other reasons.
     New construction projects are being accounted for on a product that is Y2K
     compliant.
o    The phone system in our Columbia, MD regional office was not Y2K compliant
     but was replaced in March of 1999 primarily for reasons unrelated to the
     Y2K issue.

                                       19
<PAGE>

o    The gate and security systems at some of our self-storage facilities have
     not yet been documented as being Y2K compliant. We have tested 60% of our
     gate systems and have noted no problems that would affect our usage. The
     remaining gate systems will be tested by the middle of November 1999. Any
     non-compliant gate and security systems that have Y2K issues that will have
     a material adverse affect on the operations of our facilities will be
     scheduled for upgrade or replacement by the end of December. The cost of
     replacement varies by facility and has not yet been determined.

We have solicited our key vendors, including financial institutions, to
determine their state of readiness with respect to Y2K issues and are currently
following up with vendors who did not reply. Those vendors who are not prepared
for the Y2K issues will be replaced.

In the worst case scenario, we expect that we would be required to operate our
facilities manually for a limited period of time. This would include operating
the gate systems manually and manually tracking customer information. We believe
we can operate in this manner for a limited period of time without suffering any
material adverse effect on operations. Because there are a limited number of
systems that we believe may have Y2K issues, we have restricted our contingency
plan to these systems.

Because we have invested in new technology over the past few years, most systems
were Y2K compliant at the onset of this plan. The costs that we have incurred to
date include $43 thousand for an outside consultant discussed above,
management's time spent time investigating the Y2K matter and minor expenses for
off-the-shelf software to aid in the testing. The systems we have found not to
be compliant are in the process of being replaced for operational reasons not
related to the Y2K issue. With the possible exception of the gate and security
systems, we do not anticipate incurring any additional costs outside of
personnel time directly related to the Y2K issue but will not know for certain
until all systems are documented. As such, with the information currently
available, we anticipate that conforming our systems to be Y2K compliant will
not have a material impact on our financial position or results of operation.

The preceding outline of our Y2K readiness is based on our best estimates of
matters such as our vendors' readiness, our ability to operate our facilities
manually and other such matters, which were derived utilizing assumptions of
future events including the availability of certain resources, dependence upon
third party modifications of our software and other factors. However, there can
be no assurances that these estimates will be achieved and actual results could
differ materially from those expected.

See the Qualitative and Quantitative Disclosure about Market Risk section
regarding steps taken to safeguard against interest rate volatility stemming
from Y2k issues.


QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

We are exposed to certain financial market risks, the most predominant being
fluctuations in interest rates. We monitor interest rate fluctuations as an
integral part of our overall risk management program, which recognizes the
unpredictability of financial markets and seeks to reduce the potentially
adverse effect on our results. The effect of interest rate fluctuations
historically has been small relative to other factors affecting operating
results, such as rental rates and occupancy.

Our operating results are affected by changes in interest rates primarily as a
result of borrowing under our lines of credit. If interest rates increased by 25
basis points, our interest expense for the nine months ended September 30, 1999
would have increased by approximately $174 thousand, based on average
outstanding balances during that period.

In July of 1999, we purchased an interest rate cap from a bank to protect us
from interest rate volatility, particularly as it pertains to Y2K issues. In
return for a $45 thousand upfront premium, we have protection if the 3-month
LIBOR rate moves above 6.0% during the period from November 5, 1999 through
February 5, 2000.

LEGAL PROCEEDINGS

On July 22, 1999, a purported class action was filed against the Company 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 Company 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

                                       20
<PAGE>

defenses, and believes that it has defenses to the claims in this suit and
intends to vigorously defend it. The case is currently in discovery and no trial
date has been set. While the ultimate resolution of this suit cannot currently
be determined, management believes that the loss or liability, if any, resulting
from this suit will not have a material adverse effect on its financial
position. However, 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 on our revenue growth, (c) our 1999
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   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 are under review, 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 adversely
    change, making it difficult to obtain capital on satisfactory terms.
o   Competition could increase, reducing occupancy.
o   Costs related to compliance with laws, including environmental laws could
    increase.
o   General business and economic conditions could negatively change.
o   Other risk factors exist as described in our Annual Report on Form 10-K for
    the year ended December 31, 1998 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.

                                       21
<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 on page 20.

                                       22
<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
21.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

During the nine months ended September 30, 1999, we issued units of limited
partnership interest ("Units") 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
          -------------------------------------------------------
          June 11, 1999              22,797          $    763,000
          June 15, 1999              43,908             1,475,000
          June 15, 1999              59,544             2,000,000
          September 25, 1999         37,071               999,998
          -------------------------------------------------------
          Total                     163,320          $  5,237,998


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

         Exhibit 10.1.2 - Form of Severance Agreement between the GP and
         Christopher P. Marr, Chief Financial Officer effective August 16, 1999.

         Exhibit 10.1.3 - Form of Severance Agreement between the GP and each
         of: (I) John W. McConomy, Executive Vice President, General Counsel and
         Secretary; (II) Karl T. Haas, Executive Vice President Operations;
         (III) Morris J. Kriger, Executive Vice President Acquisitions; (IV)
         Francis C. ("Buck") Brown, III, Senior Vice President Human Resources;
         (V) Richard B. Stern, Senior Vice President Development; (VI) Russell
         W. Williams, Senior Vice President Sales and Marketing; and (VII) Mark
         E. Yale, Senior Vice President Financial Reporting effective August 16,
         1999.

         Exhibit 10.1.4 - Form of Severance Agreement between the GP and each
         of: (I) Teresa K. Corona, Vice President, Investor Relations, (II)
         Michael P. Kenney, Vice President Operations - Western Division, (III)
         Stephen R. Nichols, Vice President Operations - Eastern Division, (IV)
         Richard J. Yonis, Vice President Operations - Central Division
         effective August 16, 1999.

         Exhibit 10.2 - Amendment No. 3 to the GP's 1995 Employee Stock Purchase
         and Loan Plan dated as of August 5, 1999

         Exhibit 10.3 - Amended and Restated Amendment No. 4 to the GP's 1993
         Omnibus Stock Plan dated as of November 4, 1998.

                                       23
<PAGE>

         Exhibit 10.4 - Employment Agreement between the GP and Christopher P.
         Marr, Chief Financial Officer, dated as of August 4, 1999

         Exhibit 10.5 - Employment Agreement between the GP and Bruce F. Taub,
         Senior Vice President, Capital Markets, dated as of June 12, 1998
         Exhibit 27 - Financial Data Schedule


b.       Reports on Form 8-K

         None

                                       24
<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 15, 1999

                              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)