<PAGE>   1
                       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, 1996
                                       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: 333-3344

                             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)

               10440 Little Patuxent Parkway, #1100, Columbia, MD
                    (Address of principal executive offices)

                                     21044
                                  (Zip Codes)

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

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>   2
                        PART I -- 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 ended    Three months ended      Nine months ended     Nine months ended
                                            September 30, 1996    September 30, 1995     September 30, 1996    September 30, 1995
                                          --------------------    ------------------     ------------------    ------------------
<S>                                                    <C>                   <C>                    <C>                   <C>    
PROPERTY REVENUES:                                                                                                               
Rental income                                          $28,806               $18,281                $73,396               $46,276
Management income                                          113                   224                    560                   808
Other income                                               516                   162                  1,170                   342
                                          --------------------    ------------------     ------------------    ------------------
                                                                                                                                 
Total property revenues                                 29,435                18,667                 75,126                47,426
                                          --------------------    ------------------     ------------------    ------------------
                                                                                                                                 
PROPERTY EXPENSES:                                                                                                               
Cost of property operations & maintenance                7,816                 4,865                 19,933                12,854
Taxes                                                    2,419                 1,376                  6,163                 3,356
General & administrative                                 1,318                   697                  3,067                 1,806
Depreciation & amortization                              3,380                 2,273                  8,813                 5,677
                                          --------------------    ------------------     ------------------    ------------------
                                                                                                                                 
Total property expenses                                 14,933                 9,211                 37,976                23,693
                                          --------------------    ------------------     ------------------    ------------------
                                                                                                                                 
INCOME FROM PROPERTY OPERATIONS                         14,502                 9,456                 37,150                23,733
                                          --------------------    ------------------     ------------------    ------------------
                                                                                                                                 
OTHER INCOME (EXPENSE):                                                                                                          
Interest expense                                        (2,626)                 (454)                (5,848)               (1,667)
Interest income                                            176                    21                    506                    58
                                          --------------------    ------------------     ------------------    ------------------
                                                                                                                                 
INCOME BEFORE MINORITY INTEREST                                                                                                  
AND GAIN ON INVESTMENT                                  12,052                 9,023                 31,808                22,124
                                                                                                                                 
Gain on investment                                         288                     0                    288                     0
                                          --------------------    ------------------     ------------------    ------------------
                                                                                                                                 
Income before minority interest                         12,340                 9,023                 32,096                22,124
                                                                                                                                 
Minority interest                                          (13)                  (44)                  (140)                 (151)
                                          --------------------    ------------------     ------------------    ------------------
                                                                                                                                 
NET INCOME                                             $12,327                $8,979                $31,956               $21,973
                                          ====================    ==================     ==================    ==================
                                                                                                                                 
NET INCOME PER UNIT                                      $0.55                 $0.49                  $1.54                 $1.40
                                          ====================    ==================     ==================    ==================
                                                                                                                                 
WEIGHTED AVERAGE UNITS OUTSTANDING                      22,600                18,220                 20,757                15,724
                                          ====================    ==================     ==================    ==================
</TABLE>





                See notes to consolidated financial statements .
<PAGE>   3
                              SUSA PARTNERSHIP, LP
                          CONSOLIDATED BALANCE SHEETS
                    (Amounts in thousands, except unit data)

<TABLE>
<CAPTION>
                                                                        as of                       as of
                                                           September 30, 1996           December 31, 1995
                                                        ---------------------        --------------------
                                                               (unaudited)
ASSETS
<S>                                                               <C>                         <C>
Investments in storage facilities, at cost:
Land                                                              $197,885                    $139,603
Buildings and equipment                                            532,535                     369,694
                                                        ---------------------        --------------------
                                                                   730,420                     509,297

Accumulated depreciation                                           (22,880)                    (14,561)
                                                        ---------------------        --------------------
                                                                   707,540                     494,736

Cash & cash equivalents                                              3,150                       2,802
Other assets                                                         8,975                      11,987
                                                        ---------------------        --------------------

     TOTAL ASSETS                                                 $719,665                    $509,525
                                                        =====================        ====================

LIABILITIES & PARTNERS' CAPITAL

Notes payable                                                      $66,138                    $107,605
Mortgage notes payable                                              17,972                       6,670
Accounts payable & accrued expenses                                  7,382                       5,910
Dividends payable                                                   11,987                          -
Rents received in advance                                            4,651                       3,680
Minority interest                                                      427                         524
                                                        ---------------------        --------------------

     TOTAL LIABILITIES                                             108,557                     124,389
                                                        ---------------------        --------------------

Commitments and contingencies

Partner's capital:
General partnership units                                          583,116                     364,947
 24,639,192 and 17,562,363 outstanding
Limited partnership units 1,289,000 and                             36,058                      26,916
   1,025,423 outstanding
Notes receivable - officers                                         (8,066)                     (6,727)
                                                        ---------------------        --------------------

     TOTAL PARTNERS' CAPITAL                                       611,108                     385,136
                                                        ---------------------        --------------------

     TOTAL LIABILITIES & PARTNERS' CAPITAL                        $719,665                    $509,525
                                                        =====================        ====================
</TABLE>


                See notes to consolidated financial statements.

<PAGE>   4
                              SUSA PARTNERSHIP, LP
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)
                             (Amounts in thousands)


<TABLE>
<CAPTION>
                                                                          Nine months ended             Nine months ended
                                                                         September 30, 1996            September 30, 1995
                                                                      ---------------------         ---------------------
<S>                                                                               <C>                           <C>
OPERATING ACTIVITIES:

Net Income                                                                         $31,956                       $21,973

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

     Depreciation and amortization                                                   8,813                         5,677
     Minority interest                                                                 140                           151
     Gain on investment                                                               (288)                            -
     Changes in assets and liabilities:
          Other assets                                                              (2,326)                       (4,308)
          Other liabilities                                                          2,443                         2,382
                                                                      ---------------------         ---------------------
Net cash provided by operating activities:                                          40,738                        25,875
                                                                      =====================         =====================

INVESTING ACTIVITIES:
Acquisition and improvements of storage facilities                                (192,129)                     (177,638)
Developments placed in service                                                      (3,758)                            -
                                                                      ---------------------         ---------------------
Net cash used in investing activities                                             (195,887)                     (177,638)
                                                                      =====================         =====================

FINANCING ACTIVITIES:
Net borrowings under lines of credit                                               (41,467)                       56,900
Mortgage principal payments                                                           (199)                          (35)
Mortgage principal borrowings                                                                                      2,542
General partner contributions                                                      219,772                       107,776
Distributions to general partner                                                   (21,136)                      (15,682)
Distributions to limited partners                                                   (1,238)                         (543)
Distributions to minority interests                                                   (235)                         (182)
                                                                      ---------------------         ---------------------
Net cash provided by financing activities                                          155,497                       150,776
                                                                      =====================         =====================

Net increase in cash and equivalents                                                   348                          (987)
Cash and equivalents, beginning of period                                            2,802                         3,331
                                                                      ---------------------         ---------------------
Cash and equivalents, end of period                                                 $3,150                        $2,344
                                                                      =====================         =====================

SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:
 General partnership units issued in exchange for notes receivable                  $1,345                           -
 Mortgages assumed on storage facilities acquired                                  $11,501                           -
 Storage facilities acquired in exchange for Operating
  Partnership Units                                                                 $8,605                       $14,427
                                                                      =====================         =====================
</TABLE>


                See notes to consolidated financial statements.

<PAGE>   5



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                   (THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

1.       UNAUDITED INTERIM FINANCIAL STATEMENTS

         Interim consolidated financial statements of SUSA Partnership, L.P.
         (the "Operating Partnership") 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 which 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 Operating Partnership's Form 10-K,
         as filed with the Securities and Exchange Commission.

2.       ORGANIZATION

         The Operating Partnership, which commenced operation on March 23,
         1994, is engaged in owning, developing, constructing and operating
         self-storage facilities throughout the United States.  The sole
         general partner in the Operating Partnership, Storage USA, Inc. (the
         "Company"), a Tennessee corporation, is a self-administered and
         self-managed real estate investment trust ("REIT").

         On March 23, 1994, the Company contributed substantially all of its
         net assets of approximately $109,969 to the Operating Partnership in
         exchange for an approximately 98.9% general partnership interest in
         the Operating Partnership.  In addition, the Operating Partnership
         formed SUSA Management, Inc. ("SUSA Management") to provide
         self-storage management to third parties and certain ancillary
         services.  The Operating Partnership owns 99% of the economic interest
         of SUSA Management.

         In June of 1996, the Company formed Storage USA Trust (the "Trust"), a
         Maryland real estate investment trust, of which it is the sole
         shareholder, and transferred approximately 99% of the Company's
         interest in the Operating Partnership to the Trust.  The Company
         remains the sole general partner of the Operating Partnership.





                                       1

<PAGE>   6



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (CONTINUED)
                               SEPTEMBER 30, 1996
                   (THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

3.       PARTNERSHIP CAPITAL

                        FORMATION OF STRATEGIC ALLIANCE

         On March 1, 1996, the Company entered into a Stock Purchase Agreement
         with Security Capital U.S. Realty ("US Realty"), an affiliate of
         Security Capital Group.  Under the Stock Purchase Agreement, subject
         to the terms and conditions thereof, US Realty invested a total of
         $220,000 in the Company, placed two of its nominees on the Company's
         Board of Directors, and continues to make available to the Company
         certain strategic advice, research and related information and
         expertise (the "Strategic Alliance"). On March 19, 1996, the Company
         executed a Strategic Alliance Agreement and a Registration Rights
         Agreement with US Realty. As part of the Strategic Alliance, the
         Company agreed to amend the ownership limitations of the Company's
         Charter to permit US Realty to acquire up to 37.5% of the Company's
         capital stock.  The Strategic Alliance, the amendment and certain
         related transactions were approved by shareholders at the Company's
         1995 annual meeting held June 5, 1996.

         U.S. Realty made the following purchases of the Company's common stock
         pursuant to the Stock Purchase Agreement during the nine months ended
         September 30, 1996:




<TABLE>
<CAPTION>
                                        # of                                             Gross
         Date                          shares          Price                          Proceeds
         -------------------------------------------------------------------------------------
         <S>                          <C>              <C>                          <C>
         March 19, 1996               1,948,882        $31.30 per share             $   61,000
         July 8, 1996                 1,916,933        plus an adjustment               60,000
         September 30, 1996           3,162,939        for accrued dividends            99,000
                                                                                    ----------
                                                                                    $  220,000
</TABLE>


         The Company contributed the proceeds of these offerings to the
         Operating Partnership, which used the funds to pay off borrowings
         under available credit lines, for the acquisition and development of
         self-storage facilities, and for working capital.

         In addition to the purchases of common stock from the Company,
         according to public filings, U.S. Realty acquired an additional
         1,520,790 shares on the open market through October 25, 1996, and owned
         a total of 8,549,544 shares, or 34.7%, of the Company's outstanding
         common stock on that date.  The Company did not receive any proceeds
         from these open market purchases.





                                       2

<PAGE>   7



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (CONTINUED)
                               SEPTEMBER 30, 1996
                   (THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

                     EMPLOYEE STOCK PURCHASE AND LOAN PLAN


         In the nine month period ending September 30, 1996, the Company issued
         43,000 shares of its common stock under the 1995 Employee Stock
         Purchase and Loan Plan.  Pursuant to the terms of the plan, the
         Company and certain officers entered into stock purchase agreements
         whereby the officers purchased common stock at the then current stock
         price.  The Company provides 100% financing for the purchase of the
         shares with interest at 7% per anum payable quarterly.  The underlying
         notes are secured by the shares and mature in November 2002.  At
         September 30, 1996, there are 273,000 shares of common stock issued
         and outstanding under the plan.  The Company contributed the notes
         issued under the plan to the partnership in exchange for operating
         partnership units.


4.       INVESTMENT IN STORAGE FACILITIES

         The following summarizes activity in storage facilities during the
         period:




<TABLE>
                 <S>                                                     <C>
                 COST:
                      Balance on January 1, 1996                         $  509,297
                                 Property acquisitions                      195,668
                                 Existing facility expansions                 7,975
                                 Developments placed in service               8,600
                                 Land acquisition and
                                   joint venture development                  4,369
                                 Improvements and other                       4,511
                                                                         ----------
                      Balance on September 30, 1996                      $  730,420
                                                                         ==========



                 ACCUMULATED DEPRECIATION:
                      Balance on January 1, 1996                         $   14,561
                                 Additions during the period                  8,319
                                                                         ----------
                      Balance on September 30, 1996                      $   22,880
                                                                         ==========
</TABLE>



         Unaudited pro forma combined results of operations of the Operating
         Partnership for the nine months ended September 30, 1996, are
         presented below.  Such pro forma presentation has been prepared
         assuming that the acquisition of the 54 properties acquired during the
         nine month period ended September 30, 1996, had been completed as of
         January 1, 1996.





                                       3

<PAGE>   8





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (CONTINUED)
                               SEPTEMBER 30, 1996
                   (THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

4.       INVESTMENT IN STORAGE FACILITIES - CONTINUED



<TABLE>
<CAPTION>
                                                         PRO FORMA FOR
                                                     NINE MONTHS ENDED
                                                    SEPTEMBER 30, 1996
                   <S>                                        <C>
                   Revenues                                   $ 80,053

                   Net income                                 $ 32,916

                   Earnings per share                           $ 1.59
</TABLE>


         The unaudited pro forma information is not necessarily indicative of
         what actual results of operations of the Operating Partnership would
         have been assuming such transactions had been completed as of January
         1, 1996, nor does it purport to represent the results of operations
         for future periods.


5.       INTEREST RATE SWAP AGREEMENT

         In anticipation of a debt offering in 1997, the Operating Partnership
         entered into an interest rate swap agreement in the third quarter of
         1996, with the objective of reducing its exposure to future interest
         rate fluctuations.  The agreement involved the exchange of a variable
         rate for fixed rate interest payment obligation.  The agreement had a
         notional principle amount of $75,000, an effective date of March 1,
         1997, and a maturity date of March 1, 2004.


6.       NOTES PAYABLE

         Notes payable at September 30, 1996 consist of $51,200 of borrowings
         under a $75,000 line of credit with a group of commercial banks and
         $14,938 of borrowings under a $30,000 line of credit with a commercial
         bank. These lines of credit bear interest at various spreads over
         LIBOR.  During the quarter ended September 30, 1996, the weighted
         average borrowings were $144,651, and the weighted average interest
         rate was 6.9%.





                                       4

<PAGE>   9



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (CONTINUED)
                               SEPTEMBER 30, 1996
                   (THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)

7.       SUBSEQUENT EVENTS

         On November 7, 1996, the Operating Partnership completed the issuance
         of $100,000 of 7.125% Notes due on November 1, 2003.  The net proceeds
         from the offering of $99,012 were used to repay borrowings under the
         outstanding lines of credit, to finance the acquisition of
         self-storage facilities, and for working capital.  $2,500 of the net
         proceeds were used to settle an interest rate hedge agreement entered
         into in the third quarter of 1996.

         Subsequent to September 30, 1996, the Operating Partnership has
         completed the acquisition of 8 self-storage facilities for
         approximately $20,615.  These acquisitions were financed through
         operating cash flows and borrowings under the available line of
         credit.

         The Operating Partnership has also entered into various property
         acquisition contracts with an aggregate cost of approximately $76,193.
         These acquisitions are subject to customary conditions to closing,
         including satisfactory due diligence, and should close during the
         fourth quarter.  Should these contracts be disapproved, the costs
         incurred by the Operating Partnership would be immaterial.





                                       5

<PAGE>   10



  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 of the Operating Partnership should
         be read in conjunction with the Consolidated Financial Statements and
         Notes thereto. References to the Operating Partnership include SUSA
         Management, Inc., a wholly owned subsidiary.  Storage USA, Inc., ("the
         Company") a self-managed real estate investment trust ("REIT") is the
         sole general partner of the Operating Partnership.

         Due to the substantial number of facilities acquired from September 30,
         1995 to September 30, 1996, management believes that it is meaningful
         and relevant in understanding the present and ongoing operations of the
         Operating Partnership to compare certain information using occupancy,
         per square foot and pro forma data.

         The following are definitions of terms used throughout this discussion
         in analyzing the Operating Partnership's business.  Physical Occupancy
         is defined as the total net rentable square feet rented as of the date
         computed divided by the total net rentable square feet available. 
         Gross Potential Income is defined as the sum of all units available to
         rent at a facility multiplied by the market rental rate applicable to
         those units as of the date computed. Expected Income is defined as the
         sum of the monthly rent being charged for the rented units at a
         facility as of the date computed.  Economic Occupancy is defined as the
         Expected Income divided by the Gross Potential Income.  Rent Per Square
         Foot is defined as the annualized result of dividing Gross Potential
         Income on the date computed by total net rentable square feet
         available. Direct Property Operating Cost  is defined as the costs
         incurred in the operation of a facility, such as utilities, real estate
         taxes, and on-site personnel.  Indirect Property Operations Cost is
         defined as costs incurred in the management of all facilities, such as
         accounting personnel and  management level operations personnel.  Net
         Operating Income ("NOI")  is defined as total property revenues less
         Direct Property Operating Costs.


         RESULTS OF OPERATIONS- QUARTER ENDED SEPTEMBER 30, 1996 COMPARED TO
         QUARTER ENDED SEPTEMBER 30, 1995.

         In the third quarter of 1996, the Operating Partnership reported growth
         in revenue, NOI and net income, respectively, of $10.8 million, $6.8
         million and $3.3 million over the same quarter of 1995.  Since
         September 30, 1995, the Operating Partnership has acquired 67
         facilities and completed construction of and opened 2 new facilities. 
         These 69 facilities added 4.7 million square feet, bringing the total
         square feet of the 215 facilities owned by the Operating Partnership at
         September 30, 1996  to 14.5 million.  For the third quarter of 1996,
         the 132 facilities owned during the entire third quarter of 1995
         provided 64.8% of the Operating Partnership's rental income.  These
         same facilities' rental income grew 7.1% over 1995 results.  The
         majority of this growth was provided by an approximate 10.2% rate
         increase, which was





                                       6

<PAGE>   11



         offset by discounts, and, to a lesser extent, by vacancies.  At
         September 30, 1996, the physical and economic occupancy and rent per
         square foot of the 146 facilities owned at September 30, 1995, was 89%,
         83%, and $9.60, respectively, while the figures as of September 30,
         1995, were 90%, 84%, and $8.98, respectively.  The Operating
         Partnership's portfolio of facilities as a whole had an average
         occupancy at September 30, 1996, of 89% physical and 83% economic, with
         an average rent per square foot of $9.46.  Management income for the
         quarter ended September 30, 1996 declined due to the acquisition of 15
         facilities which were managed by the Operating Partnership in the same
         period of 1995.  Other income, which reflects primarily sales of lock
         and packaging products and truck rentals, increased primarily due to
         the increase in the number of properties owned, and to a lesser extent,
         rental income on cellular tower and billboard leases, and franchise
         seminar fees.

         Cost of property operations and maintenance was $7.8 million for the
         quarter ended September 30, 1996, representing a $3.0 million increase
         over the third quarter of 1995.  Cost of property operations and
         maintenance was 26.6% of revenues for the quarter ended September 30,
         1996, which is consistent with 26.1% of revenues for the quarter ended
         September 30, 1995.

         Tax expense increased from $1.4 million or 7.4 % of revenues for the
         quarter ended September 30, 1995, to $2.4 million or 8.2% of revenue
         for the quarter ended September 30, 1996.  This growth as a percentage
         of revenues reflects both the impact of reassessments on the properties
         purchased during 1994 and 1995 and the increased state and franchise
         taxes as the Operating Partnership moves into new states and expands in
         current states.  The majority of the property tax increase is
         attributable to reassessments on acquisitions with the remainder
         attributable to increased tax rates or reassessments on properties
         owned for a full year.

         General and administrative expense increased from $0.7 million to $1.3
         million for the third quarter of 1996 from the comparable quarter of
         1995.  As a percentage of revenues this category of expense increased
         from 3.7% for the quarter ended September 30, 1995 to 4.5% for the
         quarter ended September 30, 1996.  The growth in this expense reflects
         the Operating Partnership's expansion of its administration,
         development and acquisition, management information systems and human
         resource departments in connection with its ongoing growth strategy.

         Depreciation expense increased to $3.4 million for the quarter ended
         September 30, 1996 from $2.3 million for the comparable period in 1995,
         reflecting the increase in the number of facilities owned. The
         Operating Partnership has acquired or placed in service approximately
         $256 million in depreciable assets since October 1, 1995.

         Interest expense for the quarter ended September 30, 1996, was $2.63
         million as compared to $0.45 million for the comparable period in 
         1995.  The 1996 third quarter interest expense represents weighted
         average borrowings of $144.7 million under the Operating Partnership's
         lines of credit at a weighted average interest rate of 6.9%.





                                       7

<PAGE>   12



         Interest income was $0.2 million for the quarter ended September 30,
         1996 as compared to $0.02 million for the quarter ended September 30,
         1995.  Interest income in 1996 represents earnings on overnight
         deposits and amounts outstanding under the 1995 Employee Stock Purchase
         and Loan Plan.

         The Operating Partnership reported a gain of $0.3 million on the
         disposition of its investment in a Jacksonville, Florida storage
         facility which was exchanged for cash and two facilities located in
         Oklahoma.



         RESULTS OF OPERATIONS- NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO
         NINE MONTHS ENDED SEPTEMBER 30, 1995.

         In the first nine months of 1996, the Operating Partnership reported
         growth in revenue, NOI and net income, respectively, of $27.8 million,
         $17.8 million and $10.0 million over the same period of 1995.
         Management income for the nine months ended September 30, 1996 declined
         due to the acquisition of 15 facilities which were managed by the
         Operating Partnership in the same period of 1995.  Other income, which
         reflects primarily sales of lock and packaging products and truck
         rentals, increased primarily due to the increase in the number of
         properties owned, and to a lesser extent, rental income on cellular
         tower and billboard leases, and franchise seminar fees.

         Cost of property operations and maintenance was $19.9 million for the
         nine months ended September 30, 1996, representing a $7.1 million
         increase over the first nine months of 1995.  Cost of property
         operations and maintenance was 26.5% of revenues for the nine months
         ended September 30, 1996 and 27.1% for the nine months ended September
         30, 1995. The higher costs as a percent of revenues during 1995 were as
         a result of the Operating Partnership implementing its facility
         operating cost structure, along with the addition of area and district
         managers.  These costs preceded the revenue growth related to the
         implementation of the Operating Partnership's marketing and pricing
         strategies.

         Tax expense increased from $3.4 million or 7.1% of revenues for the
         nine months ended September 30, 1995, to $6.2 million or 8.2% of
         revenue for the nine months ended September 30, 1996.  This growth as a
         percentage of revenue reflects both the impact of reassessments on the
         properties purchased during 1994 and 1995 and the increased state and
         franchise taxes as the Operating Partnership moves into new states and
         expands in current states.  The majority of the real estate tax
         increase is attributable to reassessments on acquisitions with the
         remainder attributable to increased tax rates or reassessments on
         properties owned for a full year.

         General and administrative expense increased from $1.8 million to $3.1
         million for the first nine months of 1996 from the comparable nine
         months of 1995.  As a percentage of revenues, this category of expense
         grew from 3.8% for the nine months ended September 30, 1995, to 4.1%





                                       8

<PAGE>   13



         for the nine months ended September 30, 1996.  The Operating
         Partnership expects that the gross expense will grow as the Operating
         Partnership expands its administration, development and acquisition,
         management information systems and human resource departments in
         connection with its ongoing growth strategy.

         Depreciation expense increased to $8.8 million for the nine months
         ended September 30, 1996 from $5.7 million for the comparable period in
         1995, reflecting the increase in the number of facilities owned. The
         Operating Partnership has acquired or placed in service approximately
         $256 million in depreciable assets since October 1, 1995.

         Interest expense for the nine months ended September 30, 1996 was $5.8
         million as compared to $1.7 million for the comparable period in 1995. 
         For the nine months ended September 30, 1996, interest expense
         represents weighted average borrowings of $108.1 million under the
         Operating Partnership's lines of credit at a weighted average interest
         rate of 7.0%.

         Interest income was $0.5 million for the nine months ended September
         30, 1996, as compared to $0.06 million for the nine months ended
         September 30, 1995. Interest income in 1996 represents earnings on
         overnight deposits and amounts outstanding under the 1995 Employee
         Stock Purchase and Loan Plan.

         The Operating Partnership reported a gain of $0.3 million on the
         disposition of its investment in a Jacksonville, Florida storage
         facility which was exchanged for cash and two facilities located in
         Oklahoma.


         LIQUIDITY AND CAPITAL RESOURCES

         Cash provided from operations grew to $41.0 million for the nine months
         ended September 30, 1996 from $26.0 million for the nine months ended
         September 30, 1995.  This increase is primarily a result of the
         Operating Partnership's net income growing $10.0 million or 45.4%, over
         the prior nine month period, primarily as a result of the increase in
         number of facilities owned, and the improvement of operations at the
         facilities acquired.

         During the first nine months of 1996, the Operating Partnership
         acquired 54 facilities totaling 3,807,000 square feet for a cost of
         $195.3 million including the issuance of 215,769 units of limited
         partnership interest in the Operating Partnership ("units") valued at
         $8.6 million.  In addition to its acquisitions during the period, the
         Operating Partnership opened a newly constructed 68,000 square foot
         facility in Northern Virginia, a 28,000 square foot expansion in
         Sarasota, Florida, a 35,000 square foot expansion in Memphis,
         Tennessee, and a 30,000 square foot expansion in Albuquerque, New
         Mexico.  The Operating Partnership currently has plans to develop 21
         new facilities, primarily in the Washington, D.C., and Memphis,
         Tennessee areas.  Of these, 9 projects are under construction or are in
         construction planning, with expected costs totaling $30 million and
         completion dates anticipated to be in the third quarter of 1997.





                                       9

<PAGE>   14



         Expansions are planned for 19 existing facilities, and of these, 13 are
         under way with planned completion dates ranging from the first to the
         third quarters of 1997.  Estimated costs of the 13 expansions under way
         are $10.2 million.

         On March 1, 1996, the Company entered into a Stock Purchase Agreement
         with Security Capital U.S. Realty, an affiliate of Security Capital
         Group.  Under the Stock Purchase Agreement, and pursuant to the terms
         and conditions thereof, US Realty invested a total of $220 million in
         the Company, placed two of its nominees on the Company's Board of
         Directors, and continues to make available to the Company certain
         strategic advice, research and related information and expertise.  As
         part of the transaction, on March 19, 1996, July 8, 1996, and September
         30, 1996, the Company issued to US Realty 1,948,882, 1,916,333, and
         5,079,872 shares of Common Stock, respectively, at a price of $31.30
         per share, plus a purchase price adjustment for accrued dividends.  The
         Company has also executed a Strategic Alliance Agreement and a
         Registration Rights Agreement with US Realty.  The Company contributed
         the net proceeds of these sales, to the Operating Partnership, which
         used the funds to pay off borrowings under the available lines of
         credit, for property acquisitions, and for working capital.

         At September 30, 1996, the Operating Partnership had  $66.1 million of
         borrowings outstanding on its lines of credit, $3.4 million of fixed
         rate debt maturing in 2001, $2.3 million of fixed rate debt maturing in
         2006, $0.9 million of fixed rate debt maturing in 2000, and $4.4
         million of fixed rate debt maturing in 1997.  During the first nine
         months of 1996, the Operating Partnership assumed two variable rate
         mortgages totaling $7.0 million and maturing in 2001.  The weighted
         average balance and interest rate on these mortgages were $7.0 million
         and 9.01%, respectively.  The Operating Partnership had $38.9 million
         of unused borrowing capacity under its lines of credit at September 30,
         1996.

         During the period, the Operating Partnership issued approximately
         18,000 Units valued at approximately $0.6 million in connection with
         the acquisition of facilities.  The Operating Partnership's acquisition
         of self-storage facilities using Units as consideration may partially
         defer the seller's tax liability.

         As of September 30, 1996, there were 1,289,000 outstanding Units owned
         by third parties.  Beginning one year after their issuance, 910,621 of
         these Units are redeemable for cash equal to the market value of one
         share of Common Stock at the time of redemption or, at the Company's
         option, one share of Common Stock per Unit.  The remaining 378,379
         Units are redeemable for cash or, at the Company's option, a two-year
         promissory note.  Any shares of Common Stock issued in redemption of
         Units are expected to be registered under the Securities Act of 1933,
         as amended, and to be freely tradeable.

         Subsequent to September 30, 1996, the Company has completed the
         acquisition of 8 self-storage facilities for approximately $20,615. 
         These acquisitions were financed through operating cash flows and
         borrowings under the available line of credit.





                                       10

<PAGE>   15



         The Operating Partnership has entered into various property acquisition
         contracts for facilities with an aggregate cost of approximately $76.2
         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 disapproved, the costs
         incurred by the Operating Partnership would be immaterial.

         The Operating Partnership has filed a shelf registration statement
         relating to $250 million of unsecured non-convertible senior debt
         securities.  This registration statement was declared effective on
         August 1, 1996, and on November 7, 1996, the Operating Partnership
         issued $100 million 7.125% Notes due November 1, 2003.  The net
         proceeds from the offering of $99,012 were used to repay borrowings
         under outstanding lines of credit, to finance the acquisition of
         self-storage facilities, and for working capital.



         FUNDS FROM OPERATIONS ("FFO")

         The Operating Partnership believes that FFO should be considered in
         conjunction with its net income and cash flows to facilitate a clear
         understanding of its results of operations.  FFO is defined as net
         income, computed in accordance with GAAP, excluding gains (losses) from
         debt restructuring and sales of property, plus depreciation and
         amortization, and after adjustments for unconsolidated partnerships and
         joint ventures. FFO should not be considered an alternative to net
         income as a measure of the Operating Partnership's performance or to
         cash flows as a measure of liquidity.

         Effective January 1, 1996, the National Association of Real Estate
         Investment Trusts amended its definition of FFO.  The impact of
         conforming to the amended definition was to reduce FFO by approximately
         $154,000 and $425,000, and $246,000 and $333,000 for the three and nine
         month periods ended September 30, 1996 and September 30, 1995,
         respectively.  Because of the change in the definition of FFO, FFO for
         the Operating Partnership may not be comparable to similarly titled
         measures of operating performance disclosed by other companies.

         The following table illustrates the components of the Operating
         Partnership's FFO for the quarters ended September 30, 1996 and
         September 30, 1995.





                                       11

<PAGE>   16


<TABLE>
<CAPTION>
                                                    Three months          Three months          Nine months         Nine months
                                                           ended                 ended                ended               ended
                                                   September 30,         September 30,        September 30,        September 30,
                                                            1996                  1996                 1996                1995 
                                           =====================================================================================
           <S>                             <C>
           Net Income                                   $ 12,327               $ 8,979             $ 31,956            $ 21,973

           Depreciation of real property                   3,224                 1,945                8,235               4,726

           Amortization of lease
           guarantees                                          2                    22                   70                 313

           Amortization of non-compete                         0                    63                   83                 189 
                                           -------------------------------------------------------------------------------------
           Consolidated FFO                               15,553                11,009               40,344              27,701


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


         The Company, in order to qualify as a REIT, is required to distribute a
         substantial portion of its net income as dividends to its shareholders.
         While the Operating Partnership's goal is to generate and retain
         sufficient cash flow to meet its operating, capital, and debt service
         needs, its dividend requirements may require the Operating Partnership
         to utilize its bank lines of credit to finance property acquisitions
         and development and major capital improvements.  For the year ended
         December 31, 1995, distributions were approximately 85% of the
         Operating Partnership's FFO.


         The Operating Partnership has incurred approximately $0.75 million for
         regularly scheduled maintenance and repairs during the nine months
         ended September 30, 1996.  For the year, the Operating Partnership
         expects to incur approximately $1.2 million for scheduled maintenance
         and repairs and approximately $5.9 million to conform facilities
         acquired during 1995 and 1994 to Operating Partnership standards.

         The Operating Partnership believes that its liquidity and capital
         resources are adequate to meet its cash requirements relating to its
         existing operations for the next twelve months.

         INFLATION

         The Operating Partnership does not believe that inflation has had or
         will have a direct effect on its operations.  Substantially all of the
         leases at the facilities allow for monthly rental increases which
         provide the Operating Partnership with the opportunity to achieve
         increases in rental income as each lease matures.





                                       12

<PAGE>   17




         SEASONALITY

         The Operating Partnership's revenues typically have been higher in the
         third and fourth quarters primarily because the Operating Partnership
         increases its rental rates on most of its storage units at the
         beginning of May, and to a lesser extent because self-storage
         facilities tend to experience greater occupancy during the late spring
         and early fall months due to the greater incidence of residential moves
         during those periods. The Operating Partnership believes that its
         tenant mix, rental structure, and expense structure provide adequate
         protection against undue fluctuations in cash flows and net revenues
         during off-peak seasons.  Thus, the Operating Partnership does not
         expect seasonality to materially affect distributions to shareholders.

         RECENT ACCOUNTING DEVELOPMENTS

         In October of 1995, Statement of Financial Accounting Standards No.
         123, "Accounting for Stock-Based Compensation" ("FAS 123") was issued. 
         The standard is effective for fiscal years beginning after December 15,
         1995.  The Company has elected to continue expense recognition under
         APB 25, and disclosing pro forma net income, and earnings per share
         information based on the FAS 123 fair value methodology.





                                       13

<PAGE>   18





ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         a.      Exhibit 27 - Financial Data Schedule

         b.      Reports on Form 8-K     -   None





                                       14

<PAGE>   19




                                   SIGNATURES


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


                          Dated:           November 14, 1996
                          
                                           SUSA Partnership, L.P.
                          
                          
                          
                          By:              /s/ Thomas E. Robinson
                                           ----------------------
                                           Thomas E. Robinson
                                           President & Chief Financial Officer
                                           (Principal Financial and Accounting 
                                           Officer)





                                       15