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 June 30, 1999

                         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                         (I.R.S. Employer
  incorporation or organization)                          Identification No.)

                                5166 Main Street
                          Williamsville, New York 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 ____




<PAGE>


Part I.  Financial Information

Item 1.  Financial Statements

                     SOVRAN ACQUISITION LIMITED PARTNERSHIP
                                  BALANCE SHEETS
                                   (unaudited)

<TABLE>
<CAPTION>


                                                         June 30,   December 31,
(dollars in thousands, except unit data)                   1999         1998
<S>                                                     <C>          <C>
                                                       -----------  ------------

Assets
  Investment in storage facilities:
     Land ...........................................   $ 110,693    $ 102,864
     Building and equipment .........................     435,378      399,638
                                                        ---------    ---------
                                                          546,071      502,502
     Less: accumulated depreciation .................     (27,188)     (21,339)
                                                        ---------    ---------
  Investments in storage facilities, net ............     518,883      481,163
  Cash and cash equivalents .........................       3,075        2,984
  Accounts receivable ...............................       2,397        1,699
  Prepaid expenses and other assets .................       3,336        4,278
                                                        ---------    ---------
  Total Assets ......................................   $ 527,691    $ 490,124
                                                        =========    =========


Liabilities
  Line of credit ....................................   $ 144,500    $ 112,000
  Term note .........................................      75,000       75,000
  Accounts payable and accrued liabilities ..........       4,648        3,059
  Deferred revenue ..................................       3,423        2,943
  Accrued distributions .............................       7,449        7,378
  Mortgage payable ..................................       5,269        3,059
                                                        ---------    ---------
    Total Liabilities ...............................     240,289      203,439


  Limited partners' capital interest
  (853,037 units in 1999 and 863,037 in 1998),
  at redemption value ...............................      22,978       21,683

Partners' Capital
  General partner (219,567 units issued and
    outstanding in 1999 and 1998) ...................       5,219        5,284
  Limited partner (12,219,098 and 12,093,189
    units issued and outstanding, respectively) .....     259,205      259,718
                                                        ---------    ---------
  Total Partners' Capital ...........................     264,424      265,002
                                                        ---------    ---------

  Total Liabilities and Partners' Capital ...........   $ 527,691    $ 490,124
                                                        =========    =========

</TABLE>

See notes to financial statements




<PAGE>



               SOVRAN ACQUISITION LIMITED PARTNERSHIP
                   STATEMENTS OF OPERATIONS
                          (unaudited)

<TABLE>
<CAPTION>


                                                    April 1, 1999  April 1, 1998
                                                          to           to
(dollars in thousands, except unit data)            June 30, 1999  June 30, 1998
                                                    -------------  -------------
<S>                                                  <C>          <C>


Revenues:
  Rental income ..................................   $   20,331   $   16,171
  Interest and other income ......................          274          271
                                                     ----------   ----------
     Total revenues ..............................       20,605       16,442

Expenses:
  Property operations and maintenance ............        4,035        3,164
  Real estate taxes ..............................        1,719        1,311
  General and administrative .....................        1,387        1,093
  Interest .......................................        3,631        2,153
  Depreciation and amortization ..................        3,238        2,450
                                                     ----------   ----------
     Total expenses ..............................       14,010       10,171
                                                     ----------   ----------

Net Income .......................................   $    6,595   $    6,271
                                                     ==========   ==========

Earnings per unit - basic ........................   $     0.50   $     0.49
                                                     ==========   ==========
Earnings per unit - diluted ......................   $     0.50   $     0.49
                                                     ==========   ==========

Units used in basic earnings
  per unit calculation ...........................   13,282,928   12,775,737

Distributions declared per unit ..................   $     0.56   $     0.54
                                                     ==========   ==========

</TABLE>

See notes to financial statements



<PAGE>

                     SOVRAN ACQUISITION LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
                                   (unaudited)
<TABLE>
<CAPTION>



                                               January 1, 1999  January 1, 1998
                                                      to                to
(dollars in thousands, except unit data)        June 30, 1999     June 30, 1998
                                               ---------------  ----------------
<S>                                            <C>              <C>


Revenues:
  Rental income ............................   $       39,573   $       30,347
  Interest and other income ................              484              470
                                               --------------   --------------
     Total revenues ........................           40,057           30,817

Expenses:
  Property operations and maintenance ......            8,076            5,983
  Real estate taxes ........................            3,295            2,498
  General and administrative ...............            2,515            1,947
  Interest .................................            6,972            3,368
  Depreciation and amortization ............            6,341            4,547
                                               --------------   --------------
     Total expenses ........................           27,199           18,343
                                               --------------   --------------

Income before extraordinary item ...........           12,858           12,474

Extraordinary loss on extinguishment of debt              -               (350)
                                               --------------   --------------

Net Income .................................   $       12,858   $       12,124
                                               ==============   ==============

Earnings per unit before
  extraordinary item - basic ...............             0.97             0.98
Extraordinary item .........................              -              (0.03)
                                               --------------   --------------
Earnings per unit - basic ..................   $         0.97   $         0.95
                                               ==============   ==============
Earnings per unit - diluted ................   $         0.97   $         0.95
                                               ==============   ==============

Units used in basic
  earnings per unit calculation ............       13,252,577       12,754,524

Distributions declared per unit ............   $         1.12   $         1.08
                                               ==============   ==============

</TABLE>

See notes to financial statements.



<PAGE>

                     Sovran Acquisition Limited Partnership

                             Statements of Cash Flow

<TABLE>
<CAPTION>


                                                 January 1, 1999 January 1, 1998
                                                        to             to
(dollars in thousands)                             June 30, 1999  June 30, 1998
                                                 ---------------  --------------
<S>                                               <C>             <C>



Operating Activities
Net income ....................................   $     12,858     $   12,124
Adjustments to reconcile net income
  to net cash provided by operating activities:
  Extraordinary item ..........................            -              350
  Depreciation and amortization ...............          6,341          4,547
  Restricted stock earned .....................             50              7
  Changes in assets and liabilities:
     Accounts receivable ......................           (677)          (474)
     Prepaid expenses and other assets ........            525           (462)
     Accounts payable and other liabilities ...          1,440          2,767
     Deferred revenue .........................            223            649
                                                  ------------   ------------
Net cash provided by operating activities .....         20,760         19,508
                                                  ------------   ------------

Investing Activities
  Additions to storage facilities .............        (40,955)      (115,337)
  Additions to other assets ...................            (22)          (851)
                                                  ------------   ------------
Net cash used in investing activities .........        (40,977)      (116,188)
                                                  ------------   ------------

Financing Activities
  Net proceeds from issuance of common
   stock through Dividend Reinvestment
   and Stock Purchase Plan ....................          2,935            -
  Proceeds from line of credit draw down ......         32,500        112,000
  Distributions paid ..........................        (14,864)       (13,738)
  Purchase of treasury stock ..................            -             (954)
  Redemption of operating partnership units ...           (261)            -
  Mortgage principal payments .................             (2)          (500)
                                                  ------------   ------------
Net cash provided by financing activities .....         20,308         96,808
                                                  ------------   ------------
Net increase in cash ..........................             91            128
Cash at beginning of period ...................          2,984          2,567
                                                  ------------   ------------
Cash at end of period .........................   $      3,075    $     2,695
                                                  ============   ============

Supplemental cash flow information
     Cash paid for interest ...................   $      6,669    $     3,181
</TABLE>






<PAGE>


                     Sovran Acquisition Limited Partnership

                             Statements of Cash Flow
<TABLE>
<CAPTION>



Supplemental cash-flow information for the six months ended June 30, 1999
(dollars in thousands)
--------------------------------------------------------------------------------
<S>                                                              <C>

Fair value of net liabilities assumed on
the acquisition of storage facilities                            $   385

Storage facilities acquired through the
assumption of mortgages                                          $ 2,212

--------------------------------------------------------------------------------

Distributions  declared  but unpaid  were  $7,449 at June 30, 1999 and $7,378 at
December 31, 1998.
</TABLE>

See notes to financial statements.







<PAGE>


                          Notes to 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  S-X.
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 six month periods ended June 30, 1999 and 1998 are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 1999.


2.  Organization
         Sovran  Acquisition  Limited  Partnership  is the entity  through which
Sovran Self Storage,  Inc. (the Company) a  self-administered  and  self-managed
real  estate  investment  trust  (a  REIT),  conducts  substantially  all of its
business and owns substantially all of its assets. 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 (the  Offering).
The Operating  Partnership  has since purchased a total of 146 (fifteen in 1999,
fifty in 1998,  forty-four in 1997,  twenty-nine in 1996 and eight in 1995) self
storage properties from unaffiliated third parties,  increasing the total number
of  self-storage  properties  owned at June 30,1999 to 220  properties,  most of
which are in the eastern United States and Texas.
         As of June 30,  1999,  the Company was a 93.58%  economic  owner of the
Operating Partnership and controls it through Sovran Holdings, Inc. (Holdings) a
wholly-owned  subsidiary  of the  Company  and the sole  general  partner of the
Operating Partnership.  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  interest  in  the  Operating
Partnership  entitle  it to  share in the 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 interest in certain self-storage properties
to the Operating  Partnership.  The Operating Partnership is obligated to redeem
each unit of the limited partnership (Unit) at the request of the holder thereof
for cash  equal to the fair  value  of a share  of the  Company's  common  stock
(Common Shares) at the time of such redemption, provided that the Company at its
options may elect to acquire any Unit  presented for  redemption  for one Common
Share or 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.









<PAGE>



3.  Investment in Storage Facilities
The following  summarizes activity in storage facilities during the period ended
June 30, 1999.

<TABLE>
<CAPTION>


(dollars in thousands)
<S>                                                        <C>


Cost:
   Beginning balance ..................                    $ 502,502
   Property acquisitions ..............                       38,675
   Improvements and equipment additions                        5,002
   Dispositions .......................                         (108)
                                                           ---------


Ending balance ........................                    $ 546,071
                                                           =========

Accumulated Depreciation:
   Beginning balance ..................                    $  21,339
   Additions during the period ........                        5,903
   Dispositions .......................                          (54)
                                                           ---------


Ending balance ........................                    $  27,188

                                                           =========

</TABLE>


4.  Unsecured Line of Credit and Term Note
         The Operating  Partnership has a $150 million unsecured credit facility
that matures  February 2001 and provides for funds at LIBOR plus 1.25%.  At June
30, 1999, the outstanding  balance on the credit facility was $144.5 million. In
1998  the  Operating   Partnership   recorded  an  extraordinary   loss  on  the
extinguishment of debt of $350,000  representing the unamortized financing costs
of the former $75 million revolving credit facility.
         In December 1998, the Operating  Partnership entered into a $75 million
unsecured  term note that  matures on December  22,  2000 and bears  interest at
LIBOR plus 1.50%.
         The  Operating  Partnership  entered  into  interest  rate swap and cap
agreements to manage its exposure to interest  rate  changes.  The swap involves
the exchange of fixed and variable interest rate payments without exchanging the
notional  principal amount.  At June 30, 1999, the Operating  Partnership had an
interest rate swap with a notional amount of $55 million through  December 1999.
Under this agreement the Operating Partnership receives a floating interest rate
based  upon  LIBOR and pays a fixed  interest  rate of 5.12% on the $55  million
amount.  The Operating  Partnership also has a LIBOR-based  interest rate cap on
$70  million of debt  through  June 2000 at 6.5%.  Payments  or  receipts on the
agreements  are recorded  monthly as adjustments  to interest  expense.  The net
carrying amount of the Operating  Partnership's  debt  instruments  approximates
fair value.


5.  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.
         As of June  30,  1999,  the  Operating  Partnership  had  entered  into
contracts for the purchase of two facilities  with expected costs of $5 million.
One of the facilities was purchased on August 2, 1999 for $2 million.

<PAGE>



6.  Pro Forma Financial Information
         The following  unaudited pro forma Condensed Statement of Operations is
presented as if the 15 storage facilities  purchased during the six months ended
June 30,  1999,  had  occurred  at  January 1, 1999.  Such  unaudited  pro forma
information  is based  upon  the  historical  statements  of  operations  of the
Operating  Partnership.  It should  be read in  conjunction  with the  financial
statements of the Operating  Partnership  and notes thereto  included  elsewhere
herein.  In  management's  opinion,  all  adjustments  necessary  to reflect the
effects of these transactions have been made. This unaudited pro forma statement
does not  purport to  represent  what the actual  results of  operations  of the
Operating  Partnership  would  have been  assuming  such  transactions  had been
completed  as set forth  above nor does it purport to  represent  the results of
operations for future periods.

<TABLE>
<CAPTION>


                                                                Six Months Ended
(in thousands, except unit data)                                    June 30,
                                                                     1999
                                                                ----------------

<S>                                                             <C>

Revenues:
  Rental income                                                   $       41,000
  Other income                                                               501
                                                                ----------------
   Total revenues                                                         41,501

Expenses:
  Property operations & maintenance                                        8,287
  Real estate taxes                                                        3,495
  General and administrative                                               2,538
  Interest                                                                 7,661
  Depreciation and amortization                                            6,606
                                                                ----------------
   Total expenses                                                         28,587
                                                                ----------------

Net Income                                                      $         12,914
                                                                ================


Earnings per unit -basic                                        $            .97
                                                                ================
Earnings per unit -diluted                                      $            .97
                                                                ================

Units used in basic earnings
  per unit calculation                                                13,291,702

</TABLE>


<PAGE>



7.  Legal Proceedings
         A  former  business  associate  (Plaintiff)  of  certain  officers  and
directors of the Company, including Robert J. Attea, Kenneth F. Myszka, David L.
Rogers and Charles E.  Lannon,  filed a lawsuit  against the Company on June 13,
1995 in the United States District Court for the Northern  District of Ohio. The
Plaintiff  has since  amended the  complaint in the lawsuit  alleging  breach of
fiduciary duty, breach of contract,  breach of general partnership/joint venture
arrangement, breach of duty of good faith, fraud and deceit, and other causes of
action including declaratory judgement as to the Plaintiff's continuing interest
in the Company. The Plaintiff is seeking money damages in excess of $15 million,
as well as punitive damages and declaratory and injunctive relief (including the
imposition  of a  constructive  trust on  assets  of the  Company  in which  the
Plaintiff claims to have a continuing  interest) and an accounting.  The amended
complaint  also added  Messrs.  Attea,  Myszka,  Rogers and Lannon as additional
defendants. The parties are currently involved in discovery. The Company intends
to vigorously defend the lawsuit.  Messrs. Attea, Myszka, Rogers and Lannon have
agreed to indemnify the Company for costs and any loss arising from the lawsuit.
The Operating  Partnership  believes  that the actual amount of the  Plaintiff's
recovery  in this  matter,  if  any,  would  be  within  the  ability  of  these
individuals  to provide  indemnification.  The  Operating  Partnership  does not
believe that the lawsuit will have a material  adverse effect upon the Operating
Partnership.


8.  Earnings Per Unit
         The Operating  Partnership reports earnings per unit in accordance with
Statement of Financial  Accounting  Standards No. 128,  "Earnings Per Share."The
following  table sets forth the  computation  of basic and diluted  earnings per
unit:

<TABLE>
<CAPTION>



                                                         Six Months  Six Months
                                                            Ended        Ended
                                                           June 30,    June 30,
(in thousands, except per unit data)                         1999        1998
                                                          ---------   ---------
<S>                                                        <C>         <C>

Numerator:
 Net Income ............................................   $  12,858   $  12,124

Denominator:
 Denominator for basic earnings
  per unit -weighted average units ......................     13,253      12,754

Effect of Dilutive Securities:
 Stock options .........................................          15          54
 Denominator for diluted earnings
  per unit-adjusted weighted average
  units and assumed conversion ..........................     13,268      12,808

Basic earnings per unit ...............................    $     .97   $     .95
Diluted earnings per unit .............................    $     .97   $     .95
</TABLE>


<PAGE>



9.  Recent Accounting Pronouncements
         In April 1998, the AICPA issued  Statement of Position 98-5 (SOP 98-5),
"Reporting  on the Costs of Start-Up  Activities",  that is effective for fiscal
years beginning after December 15, 1998. SOP 98-5 requires  start-up  activities
and  organizational  costs to be expensed as incurred.  The pronouncement had no
effect on the Operating Partnership.
         In June 1998, the Financial  Accounting  Standards  Board (FASB) issued
Statement  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities" (SFAS 133). In June 1999, the FASB issued SFAS 137, which defers the
effective date of SFAS 133 to fiscal years  beginning  after June 15, 2000. SFAS
133 establishes  accounting and reporting  standards for derivative  instruments
and hedging  activities.  Under the statement certain derivatives are recognized
at fair market  value and changes in fair market value are  recognized  as gains
and losses.  The adoption of SFAS 133 is not expected to have a material  impact
on the financial position or results of operations of the Operating Partnership.


Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operation
         The following  discussion and analysis of the financial  condition and
results  of  operations  should  be  read  in  conjunction  with  the  financial
statements and notes thereto included elsewhere in this report.
         The Company  operates as a Real Estate  Investment  Trust  ("REIT") and
owns and  operates,  through  the  Operating  Partnership,  a  portfolio  of 220
self-storage  facilities,  providing storage space for business and personal use
to customers in 20 states.  The  Company'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,"  "anticipates,"  and similar
expressions  are intended to identify  "forward-looking  statements"  within the
meaning  of that  term in  Section  27A of the  Securities  Act of 1933,  and in
Section 21E 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
effectively  compete in the industries in which it does business;  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

Revolving Credit Facility
         The Operating  Partnership has a $150 million unsecured credit facility
that  matures  February  2001 and  provides  for funds at LIBOR plus 1.25%.  The
Operating  Partnership  intends to use funds available from this credit facility
to finance future acquisition and development plans described below. At June 30,
1999,  the  outstanding  balance of the  unsecured  credit  facility  was $144.5
million.

<PAGE>


Umbrella Partnership REIT
         The  Operating   Partnership   has  the  ability  to  issue   operating
partnership ("OP") units in exchange for properties sold by independent  owners.
By utilizing such OP units as currency in facility  acquisitions,  the Operating
Partnership  may partially  defer the seller's  income-tax  liability and obtain
more favorable  pricing or terms.  As of June 30, 1999,  853,037 units have been
issued in exchange for property at the request of the sellers.

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.  In the three months
ended June 30, 1999, the Operating Partnership entered a new market by acquiring
nine properties in Arizona.  The nine acquisitions  added 501,000 square feet of
space and 5,160 rental units to the Operating Partnership's portfolio.

Future Acquisition and Development Plans
         The  Operating  Partnership  has  contracts  on two  properties  for an
aggregate  purchase price of $5 million.  One of the facilities was purchased in
August 1999. The closing of the second facility is subject to several  customary
conditions  including,  among  other  things,  satisfactory  completion  of  due
diligence.  The  Operating  Partnership  also intends to improve  certain of its
existing facilities by building additional storage buildings on presently vacant
land and by installing climate control and enhanced security systems at selected
sites.

Liquidity
         As most of the Operating Partnership 's operating cash flow is expected
to be  used to pay  distributions,  (see  REIT  Qualification  and  Distribution
Requirements),  the funds  required  to  acquire  additional  properties  may be
provided by borrowings  pursuant to the unsecured  credit  facility,  a moderate
layer of secured debt, and/or a joint venture acquisition partnership.
         On July 23,  1999,  the Company  completed  the offering of 1.2 million
shares of 9.85% Series B Cumulative  Redeemable  Preferred  Stock.  The offering
price was $25 per share resulting in gross proceeds of $30 million. Net proceeds
were  approximately  $28.9  million  which  will be used to  reduce  outstanding
indebtedness on the Operating Partnership's credit facility.
         At June 30, 1999, the Operating  Partnership had $5.5 million available
under the unsecured credit facility.

REIT Qualification and Distribution Requirements
         The  Operating  Partnership  is treated as a  partnership  for  Federal
income tax  purposes  and the  Company is treated as a partner in the  Operating
Partnership.  As a partner, the Company is deemed to own its proportionate share
of the assets of the  partnership  and is deemed to be entitled to the income of
the partnership attributable to such share.
         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 95% 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.
         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 the
three months ended June 30,1999,  the Company's  percentage of revenue from such
sources  exceeded 98%, 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
         The following discussion is based on the financial statements of the
Operating Partnership as of  June 30, 1999 and June 30, 1998.

For the period January 1, 1999 through June 30, 1999 (dollars in thousands)
         The  Operating  Partnership  reported  revenues  of $40,057  during the
period and incurred  $11,371 in operating  expenses,  resulting in net operating
income of  $28,686,  or 71.6%.  General and  administrative  expenses of $2,515,
interest expense of $6,972 and depreciation and amortization  expenses of $6,341
resulted in net income of $12,858.

<PAGE>


Three months  ended June 30, 1999,  compared to Three months ended June 30, 1998
(dollars in thousands)
         The  following  discussion  compares the  activities  of the  Operating
Partnership  for the three months ended June 30, 1999 with the activities of the
Operating Partnership for the three months ended June 30, 1998.
         Total  revenues  increased from $16,442 for the three months ended June
30, 1998 to $20,605 for the three  months  ended June 30,  1999,  an increase of
$4,163 or 25%. Of this,  $3,544  resulted from the  acquisition of 46 properties
during the period April 1, 1998 through June 30, 1999 and $619 was realized as a
result of increased  rental rates at the 174  properties  owned by the Operating
Partnership  at April 1, 1998.  Overall,  same-store  revenues grew 4.0% for the
three-month period ended June 30, 1999 as compared to the same period in 1998.
         Property  operating and real estate tax expense increased $1,279 or 29%
during the period.  $1,072 was a result of absorbing  additional  expenses  from
operating the newly acquired  properties,  and $207 related to the operations of
its sites operated more than one year.
         General and  administrative  expenses  increased $294  principally as a
result of the need for additional  personnel and increased  administrative costs
associated with managing the additional properties.
         Interest  expense  increased $1,478 due to the $72 million drawn on the
Operating  Partnership  's line of credit and term note  during the last  twelve
months.
         Income  before   extraordinary  item  increased  from  $12,474  to
$12,858, an increase of $384 or 3%.

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.


Impact of the Year 2000
         The Operating  Partnership  employs several different  computer systems
for financial reporting,  property management,  asset control and payroll. These
systems  are  purchased  by the  Operating  Partnership  from third  parties and
therefore  there is no  internally  generated  programming  code.  The Operating
Partnership  has been  assessing  and testing its  systems to  determine  if its
hardware and software will  function  properly with respect to dates in the Year
2000 and  thereafter,  and no  significant  problems  were noted.  The Operating
Partnership's  critical applications  relating to financial reporting,  property
management and asset control have been updated to Year 2000  compliant  versions
within the last year as part of the normal maintenance agreements.
         The  Operating  Partnership  communicates  electronically  with certain
outside  vendors in the banking  and payroll  processing  areas.  The  Operating
Partnership  has been advised by these vendors that their systems are or will be
Year 2000  compliant.  The Operating  Partnership  has  identified and evaluated
certain  other  systems  that may be impacted  by the Year 2000,  such as gates,
security  systems  and  elevators.   The  Operating   Partnership   expects  the
implementation  of any required  solutions to be completed by December 31, 1999,
and the cost to be less than $50,000. The Operating  Partnership is not aware of
any other  vendors or suppliers for whom the Year 2000 would  materially  impact
the  Operating  Partnership's  business and there are no means of ensuring  that
outside companies will be compliant.


<PAGE>


         The  Operating  Partnership  will  continue  to  address  the Year 2000
throughout 1999 and has developed a contingency plan if the  implementations are
not completed  timely.  Under a worst case scenario,  the Operating  Partnership
will have the ability to revert to a manual  system to operate its  self-storage
stores if any issues with the Year 2000 are  encountered.  Despite the  approach
being taken to prevent a Year 2000 problem, the Operating  Partnership cannot be
completely  sure that issues will not arise, or events will not occur that could
have  material  adverse  affects  on the  Operating  Partnership  's  results of
operations or financial condition.
         Year  2000  costs  and the  date on  which  the  Operating  Partnership
believes that it will be Year 2000  compliant are based upon  management's  best
estimates  that were derived  utilizing  numerous  assumptions of future events.
There can be no assurance that these estimates are achievable and actual results
could differ materially from estimates.

Quantitative and Qualitative Disclosure About Market Risk
         The Operating Partnership manages its exposure to interest rate changes
by entering  into  interest  rate swap  agreements.  There have been no material
changes to the  Operating  Partnership's  exposure to  interest  rate risk since
December 31, 1998.

<PAGE>


Part II.  Other Information

Item 1.  Legal Proceedings

         A  former  business  associate  (Plaintiff)  of  certain  officers  and
directors of the Company, including Robert J. Attea, Kenneth F. Myszka, David L.
Rogers and Charles E.  Lannon,  filed a lawsuit  against the Company on June 13,
1995 in the United States District Court for the Northern  District of Ohio. The
Plaintiff  has since  amended the  complaint in the lawsuit  alleging  breach of
fiduciary duty, breach of contract,  breach of general partnership/joint venture
arrangement, breach of duty of good faith, fraud and deceit, and other causes of
action including declaratory judgement as to the Plaintiff's continuing interest
in the Company. The Plaintiff is seeking money damages in excess of $15 million,
as well as punitive damages and declaratory and injunctive relief (including the
imposition  of a  constructive  trust on  assets  of the  Company  in which  the
Plaintiff claims to have a continuing  interest) and an accounting.  The amended
complaint  also added  Messrs.  Attea,  Myszka,  Rogers and Lannon as additional
defendants. The parties are currently involved in discovery. The Company intends
to vigorously defend the lawsuit.  Messrs. Attea, Myszka, Rogers and Lannon have
agreed to indemnify the Company for costs and any loss arising from the lawsuit.
The Operating  Partnership  believes  that the actual amount of the  Plaintiff's
recovery  in this  matter,  if  any,  would  be  within  the  ability  of  these
individuals  to provide  indemnification.  The  Operating  Partnership  does not
believe that the lawsuit will have a material  adverse effect upon the Operating
Partnership.

Item 2.  Changes in Securities

         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

1. (a) Exhibit 27 - Financial data schedule.

2. (b) Reports on From 8-K.


         On April 19, 1999, the Operating  Partnership filed a Current Report on
Form 8-K/A  reporting the financial  statements and exhibits for the acquisition
of eleven  self-storage  facilities  previously  reported  on the Form 8-K filed
March 3, 1999.

<PAGE>



                                   SIGNATURES

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

                                          Sovran Acquisition Limited Partnership
                                          By:  Sovran Holdings, Inc.
                                          Its General Partner

August 12, 1999                      By: /S/ David L. Rogers
---------------                      -----------------------
Date                                    David L. Rogers,
                                        Chief Financial Officer