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                                                                     EXHIBIT 3.2


                                STORAGE USA, INC.

                  ARTICLES OF AMENDMENT TO THE AMENDED CHARTER
                      DESIGNATING AND FIXING THE RIGHTS AND
              PREFERENCES OF A SERIES OF SHARES OF PREFERRED STOCK

         Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned corporation (the "Corporation") hereby
adopts the following Articles of Amendment to its Amended Charter:

         FIRST:  The name of the corporation is Storage USA, Inc.

         SECOND: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Section 6.1 of the Corporation's Amended Charter
(the "Charter") and Section 48-16-102 of the Tennessee Code Annotated, the Board
of Directors has, by resolution, duly divided and classified 650,000 shares of
the preferred stock of the Company into a series designated 8 7/8% Series A
Cumulative Redeemable Preferred Stock ( the "Series A Preferred Stock") and has
provided for the issuance of the Series A Preferred Stock.

         THIRD:  Section 6.1 is hereby amended by adding the following:

8 7/8% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK.

(a)      Designation and Number. A series of Preferred Stock designated as the
8 7/8% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred
Stock") is hereby established. The number of shares of Series A Preferred Stock
shall be 650,000.

(b)      Definitions. For purposes of the Series A Preferred Stock, the
following terms shall have the meanings indicated:

         "Business Day" shall mean any day, other than a Saturday or Sunday,
         that is neither a legal holiday nor a day on which banking institutions
         in New York City, New York are authorized or required by law,
         regulation or executive order to close.

         "Priority Return" shall mean the cumulative preferential cash
         distributions with respect to the Series A Preferred Stock set forth in
         Section 4.02(e)(iii).

(c)      Distributions.

                  A.       Payment of Distributions. Holders of Series A
         Preferred Stock will be entitled to receive, when, as and if declared
         by the Board of Directors (or a duly authorized committee thereof), out
         of funds legally available for the payment of dividends, cumulative
         preferential cash distributions at the rate per annum of $8.78 per
         share of Series A Preferred Stock. Such distributions shall be
         cumulative, shall accrue
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         from the original date of issuance and will be payable quarterly in
         arrears, on January 15, April 15, July 15 and October 15 of each year
         (each a "Series A Preferred Stock Distribution Payment Date"). The
         amount of the distribution payable for any period will be prorated and
         computed on the basis of a 360-day year of twelve 30-day months and for
         any period shorter than a full quarterly period for which distributions
         are computed, the amount of the distribution payable will be computed
         on the basis of the actual number of days elapsed in such a 30-day
         month. If any date on which distributions are to be made on the Series
         A Preferred Stock is not a Business Day, then payment of the
         distribution to be made on such date will be made on the next
         succeeding day that is a Business Day (and without any interest or
         other payment in respect of any such delay) except that, if such
         Business Day is in the next succeeding calendar year, such payment
         shall be made on the immediately preceding Business Day, in each case
         with the same force and effect as if made on such date. Distributions
         on the Series A Preferred Stock will be made to the holders of record
         of shares of the Series A Preferred Stock on the relevant record dates,
         which will be fifteen (15) days prior to the relevant Series A
         Preferred Stock Distribution Payment Date.

                  B.       Distributions Cumulative. Notwithstanding the
         foregoing, distributions on shares of the Series A Preferred Stock will
         accrue whether or not the terms and provisions of any agreement of the
         Corporation at any time prohibit the current payment of distributions,
         whether or not the Corporation has earnings, whether or not there are
         funds legally available for the payment of such distributions and
         whether or not such distributions are authorized. Accrued but unpaid
         distributions on the Series A Preferred Stock will accumulate as of the
         Series A Preferred Stock Distribution Payment Date on which they first
         become payable. Accumulated and unpaid distributions will not bear
         interest.

                  C.       Priority as to Distributions.

                           1.       So long as any shares of Series A Preferred
                  Stock are outstanding, no distribution of cash or other
                  property shall be authorized, declared, paid or set apart for
                  payment on or with respect to any class or series of capital
                  stock ranking junior as to the payment of distributions to the
                  shares of Series A Preferred Stock (collectively, "Junior
                  Stock"), nor shall any cash or other property be set aside for
                  or applied to the purchase, redemption or other acquisition
                  for consideration of any shares of Series A Preferred Stock or
                  any Junior Stock, unless, in each case, all distributions
                  accumulated on all shares of Series A Preferred Stock have
                  been paid in full.

                           2.       So long as distributions have not been paid
                  in full (or a sum sufficient for such full payment is not so
                  set apart) upon shares of the Series A Preferred Stock, all
                  distributions authorized and declared on shares of the Series
                  A Preferred Stock shall be authorized and declared so that the
                  amount of distributions authorized and declared per share of
                  Series A Preferred Stock shall in all cases bear to each other
                  the same ratio that accrued distributions per share of Series
                  A Preferred Stock bear to each other.
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                  D.       No Further Rights. Holders of shares of Series A
         Preferred Stock shall not be entitled to any distributions, whether
         payable in cash, other property or otherwise, in excess of the full
         cumulative distributions described herein.

(d)      Liquidation Proceeds

                  A.       Distribution. Upon voluntary or involuntary
         liquidation, dissolution or winding-up of the Corporation, holders of
         shares of Series A Preferred Stock shall be entitled to be paid out of
         the assets of the Corporation legally available for distribution to its
         shareholders a liquidation preference of $100.00 per share, plus an
         amount equal to any accrued and unpaid dividends to the date of
         payment, but without interest, before any distribution of assets is
         made to holders of any other class or series of capital stock of the
         Corporation that ranks junior to the Series A Preferred Stock as to
         liquidation rights.

                  B.       Notice. Written notice of any such voluntary or
         involuntary liquidation, dissolution or winding-up of the Corporation,
         stating the payment date or dates when, and the place or places where,
         the amounts distributable in such circumstances shall be payable, shall
         be given by (1) fax and (2) first class mail, postage pre-paid, not
         less than 30 and not more that 60 days prior to the payment date stated
         therein, to each record holder of shares of Series A Preferred Stock at
         the respective addresses of such holders as the same shall appear on
         the transfer records of the Corporation.

                  C.       No Further Rights. After payment of the full amount
         of the Liquidation Preference, the holders of shares of Series A
         Preferred Stock will have no right or claim to any of the remaining
         assets of the Corporation.

                  D.       Consolidation, Merger or Certain Other Transactions.
         The consolidation or merger or other business combination of the
         Corporation with or into any corporation, trust or other entity (or of
         any corporation, trust or other entity with or into the Corporation)
         shall not be deemed to constitute a liquidation, dissolution or
         winding-up of the Corporation.

(e)      Optional Redemption.

                  A.       Right of Optional Redemption. The Series A Preferred
         Stock may not be redeemed prior to November 1, 2003. On or after such
         date, the Corporation shall have the right to redeem the Series A
         Preferred Stock, in whole or in part, at any time or from time to time
         out of funds legally available therefor, upon not less than 30 nor more
         than 60 days' written notice, at a redemption price, payable in cash,
         equal to $100.00, plus accumulated and unpaid dividends to the
         redemption date (the "Redemption Price"). If fewer than all of the
         outstanding shares of Series A Preferred Stock are to be redeemed, the
         shares of Series A Preferred Stock to be redeemed shall be selected pro
         rata (as nearly as practicable without creating fractional shares).

                  B.       Limitation on Redemption. The Corporation may not
         redeem fewer than all of the outstanding shares of Series A Preferred
         Stock unless all accumulated and unpaid distributions have been paid on
         all shares of Series A Preferred Stock for all quarterly distribution
         periods terminating on or prior to the date of redemption, unless
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         such redemption is pursuant to a purchase or exchange offer made on the
         same terms to all holders of Series A Preferred Stock.

                  C.       Procedures for Redemption.

                           1.       Notice of redemption will be (i) faxed, and
                  (ii) mailed by the Corporation, by certified mail, postage
                  prepaid, not less than 30 nor more than 60 days' prior to the
                  redemption date, addressed to the respective holders of record
                  of the shares of Series A Preferred Stock at their respective
                  addresses as they appear on the records of the Corporation. No
                  failure to give or defect in such notice shall affect the
                  validity of the proceedings for the redemption of any shares
                  of Series A Preferred Stock except as to the holder to whom
                  such notice was defective or not given. In addition to any
                  information required by law, each such notice shall state: (u)
                  the redemption date, (v) the Redemption Price, (w) the
                  aggregate number of Series A Preferred Stock to be redeemed
                  and, if fewer than all of the outstanding shares of Series A
                  Preferred Stock are to be redeemed, the number of shares of
                  Series A Preferred Stock to be redeemed held by such holder,
                  which number shall equal such holder's pro rata share (based
                  on the percentage of the aggregate number of outstanding
                  shares of Series A Preferred Stock that the total number of
                  shares of Series A Preferred Stock held by such holder
                  represents) of the aggregate number of shares of Series A
                  Preferred Stock to be redeemed, (x) the place or places where
                  such shares of Series A Preferred Stock are to be surrendered
                  for payment of the Redemption Price, (y) that distributions on
                  the shares of Series A Preferred Stock to be redeemed will
                  cease to accumulate on such redemption date and (z) that
                  payment of the Redemption Price will be made upon presentation
                  and surrender of such shares of Series A Preferred Stock.

                           2.       If the Corporation gives a notice of
                  redemption in respect of shares of Series A Preferred Stock
                  (which notice will be irrevocable) then, by 12:00 noon, New
                  York City time, on the redemption date, the Corporation will
                  deposit irrevocably in trust for the benefit of the shares of
                  Series A Preferred Stock being redeemed funds sufficient to
                  pay the applicable Redemption Price and will give irrevocable
                  instructions and authority to pay such Redemption Price to the
                  holders of the shares of Series A Preferred Stock upon
                  surrender of the shares of Series A Preferred Stock by such
                  holders at the place designated in the notice of redemption.
                  On and after the date of redemption, distributions will cease
                  to accumulate on the shares of Series A Preferred Stock or
                  portions thereof called for redemption, unless the Corporation
                  defaults in the payment thereof. If any date fixed for
                  redemption of shares of Series A Preferred Stock is not a
                  Business Day, then payment of the Redemption Price payable on
                  such date will be made on the next succeeding day that is a
                  Business Day (and without any interest or other payment in
                  respect of any such delay) except that, if such Business Day
                  falls in the next calendar year, such payment will be made on
                  the immediately preceding Business Day, in each case with the
                  same force and effect as if made on such date fixed for
                  redemption. If payment of the Redemption Price is improperly
                  withheld or refused and not paid by the Corporation,
                  distributions on such shares of Series A Preferred Stock will
                  continue to accumulate from the original redemption date
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                  to the date of payment, in which case the actual payment date
                  will be considered the date fixed for redemption for purposes
                  of calculating the applicable Redemption Price.

(f)      Voting Rights.

                           A.       General. Holders of shares of Series A
                  Preferred Stock will not have any voting rights or right to
                  consent to any matter requiring the consent or approval of
                  holders of the Corporation's common stock, except as set forth
                  below.

                           B.       Certain Voting Rights. So long as any shares
                  of Series A Preferred Stock remain outstanding, the
                  Corporation shall not, without the affirmative vote of the
                  holders of at least two-thirds of the shares of Series A
                  Preferred Stock outstanding at the time (1) authorize or
                  create, or increase the authorized or issued amount of, any
                  class or series of capital stock ranking prior to the Series A
                  Preferred Stock with respect to payment of distributions or
                  rights upon liquidation, dissolution or winding-up, or
                  reclassify any capital stock of the Corporation into any such
                  capital stock, or create, authorize or issue any obligations
                  or security convertible into or evidencing the right to
                  purchase any such capital stock, (2) authorize or create, or
                  increase the authorized or issued amount of any capital stock
                  on a parity with the Series A Preferred Stock or reclassify
                  any capital stock of the Corporation into any such capital
                  stock or create, authorize or issue any obligation or security
                  convertible into or evidencing the right to purchase any such
                  capital stock, if such capital stock or right to purchase
                  capital stock is issued to any affiliate of the Corporation,
                  other than any issuance to (i) Security Capital U.S. Realty,
                  Security Capital Holdings, S.A. or any of their affiliates or
                  to (ii) any other affiliate, provided that a majority of
                  Independent Directors of the Company (as defined in the
                  Charter) has approved such issuance, or (3) either
                  consolidate, merge into or with, or convey, transfer or lease
                  its assets substantially as an entirety to, any corporation or
                  other entity, or amend, alter or repeal the provisions of the
                  Charter (including, without limitation, this Section), whether
                  by merger, consolidation or otherwise, in each case in a
                  manner that would materially and adversely affect the powers,
                  special rights, preferences, privileges or voting power of the
                  shares of Series A Preferred Stock or the holders thereof;
                  provided, however, that with respect to the occurrence of any
                  event set forth in (3) above, so long as the Corporation is
                  the surviving entity and the Series A Preferred Stock remain
                  outstanding with the terms thereof unchanged, then the
                  occurrence of any such event shall not be deemed to materially
                  and adversely affect such rights, privileges or voting powers
                  of the holders of the Series A Preferred Stock; and provided
                  further, that any increase in the amount of capital stock or
                  the creation or issuance of any other class or series of
                  capital stock, in each case ranking (i) junior to the Series A
                  Preferred Stock with respect to payment of distributions or
                  the distribution of assets upon liquidation, dissolution or
                  winding-up, or (ii) on a parity to the Series A Preferred
                  Stock with respect to payment of distributions or the
                  distribution of assets upon liquidation, dissolution or
                  winding-up to the extent such capital stock is not issued to
                  an affiliate of the Corporation, other than any such issuances
                  (i) to Security Capital U.S. Realty, Security Capital
                  Holdings, S.A. or any of their affiliates or (ii) to any other
                  affiliate, provided that a majority of the Independent
                  Directors of the Company have approved such creation or
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                  issuance, shall not be deemed to materially and adversely
                  affect such rights, preferences, privileges or voting powers.

(g)      Conversion. The Series A Preferred Stock is not convertible into or
exchangeable for any other property or securities of the Corporation.

(h)      No Sinking Fund. No sinking fund shall be established for the
retirement or redemption of Series A Preferred Stock.

         FOURTH: This Designating Amendment shall be effective at the time the
Tennessee Secretary of State accepts this Designating Amendment for filing.

         FIFTH:  The foregoing amendment was duly adopted by unanimous consent
of the Board of Directors without shareholder action, such shareholder action
not being required, on November 11, 1998.



         IN WITNESS WHEREOF, STORAGE USA, INC. has caused these presents to be
signed in its name and on its behalf by its Executive Vice President and General
Counsel on this the 11th day of November, 1998.

                                     STORAGE USA, INC.



                                     By:  /s/ John W. McConomy
                                          -------------------------------------
                                     Name:  John W. McConomy
                                     Title: Executive Vice President and
                                              General Counsel