FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) 
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2002



Commission file number: 0-24071



SOVRAN ACQUISITION LIMITED PARTNERSHIP(Exact name of Registrant as specified in its charter)

|Delaware                                                       |  | 16-1481551                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

6467 Main Street
Buffalo, NY 14221
(Address of principal executive offices) (Zip code)
(716) 633-1850
(Registrant's telephone number including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____









|PART I. | FINANCIAL INFORMATION
|------- | ---------------------
|ITEM 1. | FINANCIAL STATEMENTS 

SOVRAN ACQUISITION LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS

|(dollars in thousands, except unit data)                                                                    | March 31,   2002       (unaudited) | December 31,2001
|----------------------------------------------------------------------------------------------------------- | ---------------------------------- | ----------------
|Assets                                                                                                      |                                    |                 
|Investment in storage facilities:                                                                           |                                    |                 
|Land                                                                                                        | $ 122,533                          | $ 117,069       
|Building and equipment                                                                                      | 520,302                            | 494,220         
|                                                                                                            | 642,835                            | 611,289         
|Less: accumulated depreciation                                                                              | (62,865)                           | (59,091)        
|Investment in storage facilities, net                                                                       | 579,970                            | 552,198         
|Cash and cash equivalents                                                                                   | 9,175                              | 1,883           
|Accounts receivable                                                                                         | 1,107                              | 1,064           
|Receivable from related parties                                                                             | 122                                | 122             
|Notes receivable from joint ventures                                                                        | 710                                | 679             
|Investment in joint ventures                                                                                | 4,064                              | 3,659           
|Prepaid expenses                                                                                            | 2,853                              | 2,505           
|Other assets                                                                                                | 7,063                              | 5,728           
|Total Assets                                                                                                | $ 605,064                          | $ 567,838       
|Liabilities                                                                                                 |                                    |                 
|Line of credit                                                                                              | $122,000                           | $134,000        
|Term note                                                                                                   | 105,000                            | 105,000         
|Accounts payable and accrued liabilities                                                                    | 4,442                              | 3,969           
|Deferred revenue                                                                                            | 3,684                              | 3,157           
|Accrued distributions                                                                                       | 7,712                              | 7,683           
|Mortgage payable                                                                                            | 50,181                             | 2,190           
|Total Liabilities                                                                                           | 293,019                            | 255,999         
|Minority interest                                                                                           | 16,978                             | 17,085          
|Limited partners' capital interest
  (563,950 units in 2002 and 660,814 in 2001)                            | 17,725                             | 20,584          
|                                                                                                            |                                    |                 
|Partners' Capital                                                                                           |                                    |                 
|General partner (219,567 units issued and
 outstanding in 2002 and 2001)                                    | 4,832                              | 4,873           
|Limited partners (12,285,186 and 12,135,394
  units issued and outstanding in 2002 and
  2001 respectively) | 240,840                            | 238,924         
|Preferred partners (1,200,000 Series B
  Preferred Units, at $25 liquidation
  preference)                  | 30,000                             | 30,000          
|Accumulated other comprehensive income                                                                      | 1,670                              | 373             
|Total Partners' Capital                                                                                     | 277,342                            | 274,170         
|                                                                                                            |                                    |                 
|Total Liabilities and Partners' Capital                                                                     | $605,064                           | $567,838        
|See notes to financial statements.                                                                          |                                    |                 





SOVRAN ACQUISITION LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

|(dollars in thousands, except unit data)                      | January 1, 2002
to            March 31, 2002 | January 1, 2001
to            March 31, 2001
|------------------------------------------------------------- | -------------------------------------------- | --------------------------------------------
|Revenues:                                                     |                                              |                                             
|Rental income                                                 | $   23,783                                   | $   21,800                                  
|Interest and other income                                     | 466                                          | 442                                         
|Total revenues                                                | 24,249                                       | 22,242                                      
|                                                              |                                              |                                             
|Expenses:                                                     |                                              |                                             
|Property operations and maintenance                           | 5,628                                        | 5,168                                       
|Real estate taxes                                             | 2,326                                        | 2,086                                       
|General and administrative                                    | 2,024                                        | 1,598                                       
|Interest                                                      | 3,483                                        | 4,063                                       
|Depreciation and amortization                                 | 4,096                                        | 3,648                                       
|Equity in losses (income) of joint ventures                   | 5                                            | (43)                                        
|Total expenses                                                | 17,562                                       | 16,520                                      
|                                                              |                                              |                                             
|Income before minority interest                               | 6,687                                        | 5,722                                       
|Minority interest                                             | (276)                                        | -                                           
|Net income                                                    | 6,411                                        | 5,722                                       
|Distributions to preferred unitholders                        | (739)                                        | (739)                                       
|Net income available to common unitholders                    | $   5,672                                    | $   4,983                                   
|                                                              |                                              |                                             
|Per common unit:                                              |                                              |                                             
|Earnings per common unit - basic                              | $   0.43                                     | $    0.39                                   
|                                                              |                                              |                                             
|Earnings per common unit - diluted                            | $   0.43                                     | $    0.39                                   
|                                                              |                                              |                                             
|Common units used in basic earnings 
    per unit calculation | 13,049,518                                   | 12,897,847                                  
|Common unit used in diluted earnings
    per unit calculation | 13,281,742                                   | 12,908,591                                  
|                                                              |                                              |                                             
|Distributions declared per common unit                        | $         0.59                               | $         0.58                              

See notes to financial statements.

SOVRAN ACQUISITION LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOW
(unaudited)

|(dollars in thousands)                                                                                    | January 1, 2002
to            March 31, 2002 | January 1, 2001
to            March 31, 2001
|--------------------------------------------------------------------------------------------------------- | -------------------------------------------- | --------------------------------------------
|Operating Activities                                                                                      |                                              |                                             
|Net income                                                                                                | $  6,411                                     | $  5,722                                    
|Adjustments to reconcile net income to net cash
  provided by operating activities:                       |                                              |                                             
|Depreciation and amortization                                                                             | 4,096                                        | 3,648                                       
|Equity in income of joint ventures                                                                        | 5                                            | (43)                                        
|Minority interest                                                                                         | 276                                          | -                                           
|Restricted stock earned                                                                                   | 160                                          | 45                                          
|Changes in assets and liabilities:                                                                        |                                              |                                             
|Accounts receivable                                                                                       | (18)                                         | (113)                                       
|Prepaid expenses                                                                                          | (256)                                        | (431)                                       
|Accounts payable and other liabilities                                                                    | 342                                          | (1,086)                                     
|Deferred revenue                                                                                          | 233                                          | 361                                         
|Net cash provided by operating activities                                                                 | 11,249                                       | 8,103                                       
|                                                                                                          |                                              |                                             
|Investing Activities                                                                                      |                                              |                                             
|Additions to storage facilities                                                                           | (31,359)                                     | (2,690)                                     
|Advances to joint ventures                                                                                | (441)                                        | (12,203)                                    
|Receipts from (advances to) related parties                                                               | -                                            | (49)                                        
|Net cash used in investing activities                                                                     | (31,800)                                     | (14,942)                                    
|                                                                                                          |                                              |                                             
|Financing Activities                                                                                      |                                              |                                             
|Net proceeds from issuance of common stock
    through Dividend Reinvestment and Stock 
    Purchase Plan | 3,925                                        | 1,518                                       
|Proceeds from line of credit draw down                                                                    | (12,000)                                     | 16,500                                      
|Proceeds from mortgage financing                                                                          | 48,000                                       | -                                           
|Financing costs                                                                                           | (296)                                        | -                                           
|Distributions paid                                                                                        | (8,748)                                      | (8,177)                                     
|Purchase of treasury stock                                                                                | -                                            | (449)                                       
|Redemption of Operating Partnership Units                                                                 | (3,029)                                      | (1,276)                                     
|Mortgage principal payments                                                                               | (9)                                          | (8)                                         
|Net cash provided by financing activities                                                                 | 27,843                                       | 8,108                                       
|Net increase in cash                                                                                      | 7,292                                        | 1,269                                       
|Cash at beginning of period                                                                               | 1,883                                        | 1,421                                       
|Cash at end of period                                                                                     | $    9,175                                   | $   2,690                                   
|Supplemental cash flow information
  Cash paid for interest                                               | $ 3,237                                      | $  4,273                                    
|Fair value of net liabilities assumed on the 
    acquisition of storage facilities                       | 251                                          | -                                           



Distributions declared but unpaid were $7,712 at March 31, 2002 and $7,503 at March 31, 2001.

See notes to financial statements.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

|1. | BASIS OF PRESENTATION
|-- | ---------------------

The accompanying unaudited financial statements of Sovran Acquisition Limited Partnership (the "Operating Partnership") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation SX. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2002 are not necessarily indicative of the results that may be expected for the year ended December 31, 2002.



|2. | ORGANIZATION
|-- | ------------

Sovran Acquisition Limited Partnership (the "Operating Partnership") is the entity through which Sovran Self Storage, Inc. (the "Company"), a self-administered and self-managed real estate investment trust ("REIT"), conducts substantially all of its business and owns substantially all of its assets. In 1995, the Company was formed under Maryland law and the Operating Partnership was organized as a Delaware limited partnership to continue and to expand the self-storage operations of the Company's privately owned predecessor organizations. On June 26, 1995, the Company commenced operations, through the Operating Partnership, effective with the completion of its initial public offering of 5,890,000 shares. At March 31, 2002, the Operating Partnership owned and/or managed 253 self-storage properties under the "Uncle Bob's Self Storage" ® trade name in 21 states.

As of March 31, 2002, the Company was a 95.68% economic owner of the Operating Partnership and controls it through Sovran Holdings, Inc. ("Holdings"), a wholly owned subsidiary of the Company incorporated in Delaware and the sole general partner of the Operating Partnership (this structure is commonly referred to as an umbrella partnership REIT or "UPREIT"). The board of directors of Holdings, the members of which are also members of the Board of Directors of the Company, manages the affairs of the Operating Partnership by directing the affairs of Holdings. The Company's limited partner and indirect general partner interests in the Operating Partnership entitle it to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to its ownership interest therein and entitle the Company to vote on all matters requiring a vote of the limited partners.

The other limited partners of the Operating Partnership are persons who contributed their direct or indirect interests in certain self-storage properties to the Operating Partnership. The Operating Partnership is obligated to redeem each unit of limited partnership ("Unit") at the request of the holder thereof for cash equal to the fair market value of a share of the Company's common stock ("Common Shares") at the time of such redemption, provided that the Company at its option may elect to acquire any Unit presented for redemption for one Common Share or cash. The Company presently anticipates that it will elect to issue Common Shares to acquire Units presented for redemption, rather than paying cash. With each such redemption the Company's percentage ownership interest in the Operating Partnership will increase. In addition, whenever the Company issues Common Shares, the Company is obligated to contribute any net proceeds therefrom to the Operating Partnership and the Operating Partnership is obligated to issue an equivalent number of Units to the Company. Such limited partners' redemption rights are reflected in "limited partners' capital interest" in the accompanying balance sheets at the cash redemption amount at the balance sheet date. Capital activity with regard to such limited partners' redemption rights is reflected in the accompanying statements of partners' capital.

The consolidated financial statements of the Operating Partnership include the accounts of the Operating Partnership and Locke Sovran II, LLC, a majority owned joint venture. All intercompany transactions and balances have been eliminated. Investments in joint ventures which are not majority owned are reported using the equity method.

|3. | INVESTMENT IN STORAGE FACILITIES
|-- | --------------------------------

The following summarizes activity in storage facilities during the period ended March 31, 2002.

(dollars in thousands)

|Cost:                                |            
|------------------------------------ | -----------
|Beginning balance                    | $   611,289
|Property acquisitions                | 25,947     
|Improvements and equipment additions | 5,727      
|Dispositions                         | (128)      
|Ending balance                       | $   642,835
|Accumulated Depreciation:            |            
|Beginning balance                    | $    59,091
|Additions during the period          | 3,838      
|Dispositions                         | (64)       
|Ending balance                       | $    62,865

|4. | UNSECURED LINE OF CREDIT AND TERM NOTE
|-- | --------------------------------------

The Operating Partnership has a $150 million revolving line of credit due November 2003 at LIBOR plus 1.375%, a $75 million term loan due November 2003 (extendable, at the Operating Partnership's option to November 2005) at LIBOR plus 1.75%, and a $30 million term loan due November 2002 at LIBOR plus 1.375%. The weighted average interest rate at March 31, 2002 on the Operating Partnership's credit facility before the effect of interest rate swaps was approximately 3.4%. At March 31, 2002, there was $28 million available on the line of credit.

The Operating Partnership has entered into three interest rate swap agreements, one in March 2001 for $50 million and two in September 2001 for $50 million and $30 million, to effectively convert a total of $130 million of variable-rate debt to fixed-rate debt. One of the $50 million interest rate swap agreements matures in November 2005, the other matures in October 2006, and the $30 million swap agreement matures in September 2008.

Based on current interest rates, the Operating Partnership estimates that payments under the interest rate swaps will be approximately $3.9 million in 2002. Payments made under the interest rate swap agreements will be reclassified to interest expense as settlements occur. The fair value of the swap agreements at March 31, 2002 was a $1.7 million asset.

The net carrying amount of the Operating Partnership's debt instruments approximates fair value.

|5. | MORTGAGES PAYABLE
|-- | -----------------

In February 2002, the consolidated joint venture (Locke Sovran II, LLC) entered into a mortgage note of $48 million. The note is secured by the 27 properties owned by the joint venture with a value of $80 million. The 10-year note bears interest at 7.19%.

The Operating Partnership also has a $2 million note secured by a single property.





|6. | COMMITMENTS AND CONTINGENCIES
|-- | -----------------------------

The Operating Partnership's current practice is to conduct environmental investigations in connection with property acquisitions. At this time, the Operating Partnership is not aware of any environmental contamination of any of its facilities which individually or in the aggregate would be material to the Operating Partnership's overall business, financial condition, or results of operations.

|7. | INVESTMENT IN JOINT VENTURES
|-- | ----------------------------

Investment in joint ventures includes an ownership interest in Locke Sovran I, LLC, which operates 11 self-storage facilities in various states, and an ownership interest in Iskalo Office Holdings, LLC, which owns the building that houses the Operating Partnership's headquarters and other tenants.

In December 2000, the Operating Partnership contributed seven self-storage properties to Locke Sovran I, LLC with a fair market value of $19.8 million, in exchange for a $15 million 1 year note receivable bearing interest at LIBOR plus 1.75% that was repaid in 2001, and a 45% interest in Locke Sovran I, LLC. This transaction resulted in a gain on the disposal of the properties of approximately $4.3 million; $1.9 million of this gain was deferred as a result of the Operating Partnership's continuing ownership interest in Locke Sovran I, LLC, as such the initial investment, including cash funding, was recorded at $3.1 million. The deferred gain is being amortized over the life of the properties, consistent with the depreciation expense recorded by Locke Sovran I, LLC.

The Operating Partnership also has a 49% ownership interest in Iskalo Office Holdings, LLC at March 31, 2002. The majority of the $1.3 million investment relates to interest bearing loans made by the Operating Partnership to the joint venture.

|8. | EARNINGS PER UNIT
|-- | -----------------

The Operating Partnership reports earnings per unit in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share." In computing earnings per unit, the Operating Partnership excludes preferred unit distributions from net income to arrive at net income available to common unitholders. The following table sets forth the computation of basic and diluted earnings per common unit:

|(in thousands except per unit data)                                                                        | Three Months EndedMarch 31, 2002 | Three Months EndedMarch 31, 2001
|---------------------------------------------------------------------------------------------------------- | -------------------------------- | --------------------------------
|Numerator:                                                                                                 |                                  |                                 
|Net income available to common unitholders                                                                 | $   5,672                        | $   4,983                       
|                                                                                                           |                                  |                                 
|Denominator:                                                                                               |                                  |                                 
|Denominator for basic earnings per unit -
    weighted average unitd                                       | 13,049                           | 12,898                          
|                                                                                                           |                                  |                                 
|Effect of Diluted Securities:                                                                              |                                  |                                 
|Options for Company stock                                                                                  | 233                              | 11                              
|Denominator for diluted earnings per unit -
    adjusted weighted average units and
    assumed conversion | 13,282                           | 12,909                          
|                                                                                                           |                                  |                                 
|Basic earnings per common unit                                                                             | $       .43                      | $       .39                     
|Diluted earnings per common unit                                                                           | $       .43                      | $       .39                     



|ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
|------- | ------------------------------------------------------------------------------------

The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the financial statements and notes thereto included elsewhere in this report.

The Operating Partnership owns and/or manages a portfolio of 253 self-storage facilities, providing storage space for business and personal use to customers in 21 states. The Operating Partnership's investment objective is to increase cash flow and enhance shareholder value by aggressively managing its portfolio, to expand and enhance the facilities in that portfolio and to selectively acquire new properties in geographic areas that will either complement or efficiently grow the portfolio.

When used in this discussion and elsewhere in this document, the words "intends," "believes," "expects", "anticipates," and similar expressions are intended to identify "forward-looking statements" within the meaning of that term in Section 27A of the Securities Exchange Act of 1933 and in Section 21F of Securities Exchange Act of 1934. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Operating Partnership to be materially different from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the effect of competition from new self-storage facilities, which would cause rents and occupancy rates to decline; the Operating Partnership's ability to evaluate, finance and integrate acquired businesses into the Operating Partnership's existing business and operations; the Operating Partnership's ability to form joint ventures and sell existing properties to those joint ventures; the Operating Partnership's ability to effectively compete in the industry in which it does business; the Operating Partnership's existing indebtedness may mature in an unfavorable credit environment, preventing refinancing or forcing refinancing of the indebtedness on terms that are not as favorable as the existing terms; interest rates may fluctuate, impacting costs associated with the Operating Partnership's outstanding floating rate debt; the Operating Partnership's ability to successfully implement its Uncle Bob's Flex-a-Space strategy; the Operating Partnership's cash flow may be insufficient to meet required payments of principal and interest; and tax law changes which may change the taxability of future income.



LIQUIDITY AND CAPITAL RESOURCES

The Operating Partnership's unsecured credit facility provides availability up to $150 million, of which $122 million was drawn on March 31, 2002. The facility matures in November 2003 and bears interest at LIBOR plus 1.375%.

In addition to the credit facility, the Operating Partnership has two unsecured term notes; one in the amount of $30 million due November 2002 bearing interest at LIBOR plus 1.375% and the other in the amount of $75 million bearing interest at LIBOR plus 1.75%. The $75 million note has a maturity date of November 2003, but can be extended through November 2005 at the Operating Partnership's option.

The credit facility and term notes currently have investment grade ratings from Standard and Poor's (BBB-), Moody's (Baa3), and Fitch (BBB-).

In July 1999 the Company issued 1,200,000 shares of 9.85% Series B Cumulative Redeemable Preferred Stock. The net proceeds of $28.6 million were used to repay a portion of the outstanding balance on the credit facility. The Series B Preferred Stock is currently rated by Standard and Poor's (BB+), Moody's (Ba2) and Fitch (BB+).

In February 2002, the consolidated joint venture (Locke Sovran II, LLC) entered into a mortgage note of $48 million. The note is secured by the 27 properties owned by the joint venture with a value of $80 million. The 10-year note bears interest at 7.19%.

The Operating Partnership believes that its internally generated cash flows and borrowing capacity under the credit facility will be sufficient to fund ongoing operations, capital improvements, dividends, and share repurchases for the year 2002. The Operating Partnership expects to fund its maturing $30 million term note with the availability on its unsecured credit facility and operating cash flow. Future growth is expected to be funded through issuance of secured or unsecured term notes, issuance of common or preferred stock, sale of Properties, private placement solicitation of joint venture equity and other sources of capital.

ACQUISITION OF PROPERTIES

The Operating Partnership's external growth strategy is to increase the number of facilities it owns by acquiring suitable facilities in markets in which it already has an operating presence or to expand into new markets by acquiring several facilities at once in those new markets. During the three months ended March 31, 2002, the Operating Partnership's consolidated joint venture (Locke Sovran II, LLC) purchased12 properties for $25.9 million. The properties are located in Houston, TX and Syracuse, NY.

DISTRIBUTION REQUIREMENTS OF THE COMPANY AND IMPACT ON THE OPERATING PARTNERSHIP

As a REIT, the Company is not required to pay federal income tax on income that it distributes to its shareholders, provided that the amount distributed is equal to at least 90% of taxable income. These distributions must be made in the year to which they relate, or in the following year if declared before the Company files its federal income tax return, and if it is paid before the first regular dividend of the following year. The Company's source of funds for such distributions are solely and directly from the Operating Partnership.

As a REIT, the Company must derive at least 95% of its total gross income from income related to real property, interest and dividends. In 2002, the Company's percentage of revenue from such sources exceeded 97%, thereby passing the 95% test, and no special measures are expected to be required to enable the Company to maintain its REIT designation.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2002, COMPARED TO THREE MONTHS ENDED MARCH 31, 2001 (DOLLARS IN THOUSANDS)

The following discussion compares the activities of the Operating Partnership for the three months ended March 31, 2002 with the activities of the Operating Partnership for the three months ended March 31, 2001.

Total revenues increased from $22,242 for the three months ended March 31, 2001 to $24,249 for the three months ended March 31, 2002, an increase of $2,007 or 9%. This increase consisted of $430 that was realized as a result of increased rental rates at the 222 properties owned by the Operating Partnership at January 1, 2001, and $1,577 resulted from the operations of 20 properties acquired in 2001 and 2002. Overall, same-store revenues grew 2% for the three-month period ended March 31, 2002 as compared to the same period in 2001.

Property operating and real estate tax expense increased $700 or 9.6% during the period. $217 related to the operations of its sites operated more than one year, and $483 was a result of absorbing additional expenses from operating the newly acquired properties.

General and administrative expenses increased $426 principally as a result of increased administrative costs associated with managing the additional properties and the costs related to the Operating Partnership's customer care center.

Interest expense decreased $580 due to a reduction of interest rates.

Income before minority interest increased from $5,722 to $6,687.

INFLATION

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

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, summer and early fall months due to the greater incidence of residential moves during these periods. However, the Operating Partnership believes that its tenant mix, diverse geographical locations, 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 affect materially distributions to unitholders.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Operating Partnership manages its exposure to interest rate changes by entering into interest rate swap and cap agreements. At March 31, 2002, the Operating Partnership has three outstanding interest rate swap agreements. The first, entered in March 2001, effectively fixes the LIBOR base rate at 5.36% through November 2005 on $50 million notional amount. The second, entered in September 2001, effectively fixes the LIBOR base rate at 4.485% through October 2006 on another $50 million notional amount. The third, also entered in September 2001, effectively fixes the LIBOR base rate at 4.805% through September 2008 on $30 million notional amount. The Operating Partnership has an unsecured credit facility in place through November 2003 enabling the Operating Partnership to borrow funds at rates of LIBOR plus 1.375% and 1.75%. Accordingly, as a result of the above described interest rate swap agreements, the Operating Partnership has fixed its interest rate through November 2003 on $50 million at 6.735%, on another $50 million at 5.86%, and on $30 million at 6.555%. Upon renewal or replacement of the credit facility, the Operating Partnership's total interest may change dependent on the terms it negotiates with its lenders; however, the LIBOR base rates have been contractually fixed on $130 million of the Operating Partnership's debt through the interest rate swap termination dates.

Because all but $130 million of the Operating Partnership's outstanding unsecured debt of $227 million is on a floating rate basis, changes in short term interest rates could have a significant impact on the Operating Partnership's earnings and funds from operations. Should the Operating Partnership enter into further rate swap agreements, earnings could be negatively affected, as short-term rates are presently significantly below the five and seven year cost of funds.

|PART II. | OTHER INFORMATION
|-------- | -----------------

|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

No disclosure required.



|ITEM 2. | CHANGES IN SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------

No disclosure required.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

No disclosure required.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

No disclosure required.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

No disclosure required.



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

None





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.



|                 | Sovran Acquisition Limited Partnership
By: Sovran Holdings, Inc.
Its General Partner              
|---------------- | --------------------------------------------------------------------------------------------------
|                 | By:  / S / David L. Rogers
          David L. Rogers
           Secretary, Chief Financial Officer
|May 15, 2002Date |