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 September 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>


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

Assets
  Investment in storage facilities:
     Land ...........................................   $ 111,425    $ 102,864
     Building and equipment .........................     440,382      399,638
                                                        ----------  ----------
                                                          551,807      502,502
     Less: accumulated depreciation .................     (30,261)     (21,339)
                                                        ----------  ----------
  Investment in storage facilities, net .............     521,546      481,163
  Cash and cash equivalents .........................       1,074        2,984
  Accounts receivable ...............................       1,707        1,699
  Prepaid expenses and other assets .................       4,541        4,278
                                                        ----------  ----------
     Total Assets ...................................   $ 528,868    $ 490,124
                                                        ==========  ==========

Liabilities
  Line of credit ....................................   $ 114,000    $ 112,000
  Term note .........................................      75,000       75,000
  Accounts payable and accrued liabilities ..........       6,551        3,059
  Deferred revenue ..................................       3,227        2,943
  Accrued distributions .............................       7,590        7,378
  Mortgage payable ..................................       5,262        3,059
                                                        ----------   ---------
    Total Liabilities ...............................     211,630      203,439


Limited partners' capital interest
  (853,037 units in 1999 and 863,037 in 1998),
  at redemption value ...............................      19,140       21,683

Partners' Capital
  General partner (219,567 units issued and
    outstanding in 1999 and 1998) ...................       5,282        5,284
  Limited partner (12,258,165 and 12,093,189
    units issued and outstanding in 1999 and
    1998, respectively) .............................     262,816      259,718
  Preferred partners (1,200,000 Series B
    Preferred Units, at $25 liquidation preference) .      30,000          -
                                                        ----------  ----------
  Total Partners' Capital ...........................     298,098      265,002
                                                        ----------  ----------
  Total Liabilities and Partners' Capital ...........   $ 528,868    $ 490,124
                                                        ==========  ==========
</TABLE>

See notes to financial statements.

<PAGE>

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

                                                   July 1, 1999    July 1, 1998
                                                        to             to
(dollars in thousands, except unit data)          Sept. 30, 1999  Sept. 30, 1998
                                                 -------------------------------
<S>                                                 <C>           <C>

Revenues:
  Rental income ..................................  $     21,535  $     18,876
  Interest and other income ......................         1,035           231
                                                    ------------- ------------
     Total revenues ..............................        22,570        19,107

Expenses:
  Property operations and maintenance ............         4,309         3,905
  Real estate taxes ..............................         1,901         1,481
  General and administrative .....................         1,318         1,173
  Interest .......................................         3,503         3,080
  Depreciation and amortization ..................         3,362         2,830
                                                    ------------- ------------
     Total expenses ..............................        14,393        12,469
                                                    ------------- ------------
Net Income .......................................         8,177         6,638
  Distributions to preferred unitholders .........          (501)          -
                                                    ------------- ------------
Net income available to common unitholders .......  $      7,676  $      6,638
                                                    ============= ============
Earnings per common unit - basic .................  $       0.57  $       0.51
                                                    ============= ============
Earnings per common unit - diluted ...............  $       0.57  $       0.50
                                                    ============= ============
Common units used in basic earnings
  per unit calculation ...........................    13,339,808    13,136,572

Distributions declared per common unit ...........  $       0.57  $       0.56
                                                    ============= ============
</TABLE>

See notes to financial statements.

<PAGE>



                     SOVRAN ACQUISITION LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS

                                  (unaudited)
<TABLE>
<CAPTION>

                                                   Jan. 1, 1999    Jan. 1, 1998
                                                        to              to
(dollars in thousands, except unit data)          Sept. 30, 1999  Sept. 30, 1998
                                                  --------------  --------------
<S>                                                 <C>           <C>

Revenues:
  Rental income ..................................  $     61,108  $     49,223
  Interest and other income ......................         1,519           701
                                                    ------------  ------------
     Total revenues ..............................        62,627        49,924

Expenses:
  Property operations and maintenance ............        12,385         9,888
  Real estate taxes ..............................         5,196         3,979
  General and administrative .....................         3,833         3,120
  Interest .......................................        10,476         6,448
  Depreciation and amortization ..................         9,703         7,377
                                                    ------------  ------------
     Total expenses ..............................        41,593        30,812
                                                    ------------  ------------
Income before extraordinary item .................        21,034        19,112

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

Net Income .......................................        21,034        18,762
   Distributions to preferred unitholders ........          (501)          -
                                                    ------------  ------------
Net income available to common unitholders .......  $     20,533  $     18,762
                                                    ============  ============

Earnings per common unit before
extraordinary item - basic .......................  $       1.54  $       1.48
Extraordinary item ...............................           -           (0.02)
                                                    ------------  ------------
Earnings per common unit - basic .................  $       1.54  $       1.46
                                                    ============  ============
Earnings per common unit - diluted ...............  $       1.54  $       1.45
                                                    ============  ============

Common units used in basic
    earnings per unit calculation ................    13,281,990    12,881,773

Distributions declared per unit ..................  $       1.69  $       1.64
                                                    ============  ============
</TABLE>

See notes to financial statements.

<PAGE>



                     Sovran Acquisition Limited Partnership

                             Statements of Cash Flow
                                   (unaudited)

<TABLE>
<CAPTION>

                                                    Jan. 1, 1999   Jan. 1, 1998
                                                         to             to
(dollars in thousands)                             Sept. 30, 1999 Sept. 30, 1998
                                                   --------------  -------------
<S>                                                 <C>           <C>

Operating Activities
Net income .......................................  $     21,034  $     18,762
Adjustments to reconcile net income
  to net cash provided by operating activities:
  Extraordinary item .............................           -             350
  Depreciation and amortization ..................         9,703         7,377
  Restricted stock earned ........................            75             5
  Changes in assets and liabilities:
     Accounts receivable .........................            16          (409)
     Prepaid expenses and other assets ...........          (748)         (659)
     Accounts payable and other liabilities ......         3,314         2,695
     Deferred revenue ............................            (6)           67
                                                     ------------  -----------
Net cash provided by operating activities ........        33,388        28,188
                                                     ------------  -----------

Investing Activities
  Additions to storage facilities ................       (46,770)     (140,924)
  Additions to other assets ......................          (172)         (866)
                                                     ------------  -----------
Net cash used in investing activities ............       (46,942)     (141,790)
                                                     ------------  -----------

Financing Activities
  Net proceeds from issuance of common
   stock through Dividend Reinvestment
   and Stock Purchase Plan .......................         5,832           -
  Net proceeds from issuance of preferred units ..        28,753           -
  Proceeds from line of credit draw down .........         2,000       140,500
  Distributions paid .............................       (22,747)      (20,863)
  Purchase of treasury stock .....................        (1,924)       (1,990)
  Redemption of operating partnership units ......          (261)          -
  Mortgage principal payments ....................            (9)         (500)
                                                     ------------  -----------
Net cash provided by financing activities ........        11,644       117,147
                                                     ------------  -----------
Net (decrease) increase in cash ..................        (1,910)        3,545
Cash at beginning of period ......................         2,984         2,567
                                                     ------------  -----------
Cash at end of period ............................  $      1,074  $      6,112
                                                    ============  ============

Supplemental cash flow information
     Cash paid for interest ......................  $     10,591  $      5,940
</TABLE>

<PAGE>



                     Sovran Acquisition Limited Partnership

                             Statements of Cash Flow
                                   (unaudited)

<TABLE>
<CAPTION>

Supplemental cash-flow information for the nine months ended September 30, 1999
(dollars in thousands)
--------------------------------------------------------------------------------
<S>                                                                    <C>
Fair value of net liabilities assumed on
the acquisition of storage facilities                                  $   445

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

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

Distributions  declared but unpaid were $7,590 at September  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 nine month  period ended  September  30, 1999 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 148  (seventeen
purchased and one sold 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
September  30,1999 to 221  properties,  most of which are in the eastern  United
States and Texas.
         As of September 30, 1999,  the Company was a 93.59%  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
September 30, 1999.
<TABLE>
<CAPTION>

(dollars in thousands)

<S>                                                             <C>

Cost:
   Beginning balance .......................................    $    502,502
   Property acquisitions ...................................          43,705
   Improvements and equipment additions ....................           7,335
   Dispositions ............................................          (1,735)
                                                                ----------------

Ending balance .............................................    $    551,807
                                                                ================

Accumulated Depreciation:
   Beginning balance .......................................    $     21,339
   Additions during the period .............................           9,044
   Dispositions ............................................            (122)
                                                                ----------------

Ending balance .............................................    $     30,261
                                                                ================
</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
September  30, 1999,  the  outstanding  balance on the credit  facility was $114
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 September 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 September 30, 1999, the Operating  Partnership had entered into a
contract  for the  purchase  of one  facility  with an  expected  cost of  $1.85
million.


<PAGE>


6.  Pro Forma Financial Information
         The following  unaudited pro forma Condensed Statement of Operations is
presented as if the 17 storage facilities purchased during the nine months ended
September 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>

                                                              Nine Months Ended
(in thousands, except unit data)                                 September 30,
                                                                      1999
                                                              ------------------
<S>                                                           <C>

Revenues:
Rental income ..............................................  $     63,081
Other income ...............................................         1,539
                                                              ------------------
Total revenues .............................................        64,620

Expenses:
Property operations & maintenance ..........................        12,709
Real estate taxes ..........................................         5,431
General and administrative .................................         3,877
Interest ...................................................        10,077
Depreciation and amortization ..............................        10,042
                                                              ------------------
Total expenses .............................................        42,136
                                                              ------------------

Net Income .................................................        22,484
Distributions to preferred unitholders .....................        (2,216)
                                                              ------------------
Net income available to common unitholders .................  $     20,268
                                                              ==================
Earnings per common unit -basic ............................  $       1.51
                                                              ==================
Earnings per common unit -diluted ..........................  $       1.51
                                                              ==================
Common units used in basic earnings
per unit calculation .......................................    13,330,769

</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>


                                                      Nine Months   Nine Months
                                                         Ended        Ended
                                                       Sept. 30,     Sept. 30,
(in thousands, except per unit data)                     1999          1998
                                                     ------------- -------------
<S>                                                 <C>           <C>

Numerator:
Net income available to common unitholders .......  $     20,533  $     18,762

Denominator:
Denominator for basic earnings
per common unit -weighted average units ..........        13,282        12,882

Effect of Dilutive Securities:
Stock options ....................................            14            30
Denominator for diluted earnings
per common unit-adjusted weighted average
units and assumed conversion .....................        13,296        12,912

Basic earnings per common unit ...................  $       1.54  $       1.46
Diluted earnings per common unit .................  $       1.54  $       1.45
</TABLE>


9.  Preferred Units
         On July 30, 1999, the Operating Partnership issued 1,200,000 units of
9.85% Series B Cumulative Redeemable Preferred Units.The offering price was $25
per unit resulting in net proceeds of $28.8 million after expenses. The Series B
Preferred  Units are not  redeemable  prior to July 30,  2004,  after  which the
Operating  Partnership  may  redeem the units at a  redemption  price of $25 per
unit, plus any accrued and unpaid distributions. Cash distributions at a rate of
9.85%  per  annum  of the $25 per unit  liquidation  preference  (equivalent  to
$2.4625 per annum per unit) are payable  quarterly in arrears on the last day of
each March,  June,  September and December.  The  Operating  Partnership  paid a
distribution  of $0.417 per Series B preferred unit for the period July 31, 1999
through September 30, 1999.
<PAGE>

10.  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 221
self-storage  facilities,  providing storage space for business and personal use
to customers in 21 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  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

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
September 30, 1999, the outstanding balance of the unsecured credit facility was
$114 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 September 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  September 30, 1999, the Operating  Partnership  increased its presence in
Florida by purchasing a property in Cocoa,  Florida and acquired one property in
Maine. The two acquisitions  added 109,562 square feet of space and 1,122 rental
units to the Operating Partnership's portfolio.

Future Acquisition and Development Plans
         The Operating  Partnership has entered into a contract for one property
with a purchase  price of $1.85  million,  with an expected  closing in November
1999. The closing 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.

Common Stock Repurchase Program
         For the  three-month  period ended  September  30, 1999,  the Operating
Partnership  repurchased  83,200 common units under a program  authorized by the
Board of Directors in 1998.  Since the inception of the program,  158,900 common
units have been repurchased by the Operating Partnership.

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 30, 1999, the Operating  Partnership  completed the offering of
1.2 million units of 9.85% Series B Cumulative  Redeemable  Preferred Units. The
offering price was $25 per unit resulting in gross proceeds of $30 million.  Net
proceeds of $28.8 million were used to reduce  outstanding  indebtedness  on the
Operating Partnership's credit facility.
         At  September  30,  1999,  the  Operating  Partnership  had $36 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 nine
months ended September  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.

<PAGE>


Results of Operations
         The following discussion is based on the financial statements of the
Operating Partnership as of  September 30, 1999 and September 30, 1998.

For the period January 1, 1999 through September 30, 1999 (dollars in thousands)
         The  Operating  Partnership  reported  revenues  of $62,627  during the
period. Included in the total revenues is a gain of $686 resulting from the sale
of a facility  in  Tennessee  for $2,500.  The  Operating  Partnership  incurred
$17,581 in operating expenses,  resulting in net operating income of $44,360, or
71.6%.  General  and  administrative  expenses  of $3,833,  interest  expense of
$10,476 and  depreciation  and  amortization  expenses of $9,703 resulted in net
income of $21,034.  The  Operating  Partnership  paid a Series B preferred  unit
distribution  of $501 during the period  resulting  in net income  available  to
common unitholders of $20,533.

Three months ended September 30, 1999,  compared to three months ended September
30, 1998 (dollars in thousands)
         The  following  discussion  compares the  activities  of the  Operating
Partnership for the three months ended September 30, 1999 with the activities of
the Operating Partnership for the three months ended September 30, 1998.
         Total  revenues  increased  from  $19,107  for the three  months  ended
September 30, 1998 to $22,570 for the three months ended  September 30, 1999, an
increase of $3,463 or 18.1%. Of this, $686 resulted from the gain on the sale of
a facility in Tennessee,  $2,015  resulted from the acquisition of 30 properties
during the period July 1, 1998 through  September 30, 1999 and $762 was realized
as a  result  of  increased  rental  rates  at the 191  properties  owned by the
Operating  Partnership at July 1, 1998.  Overall,  same-store revenues grew 4.2%
for the  three-month  period  ended  September  30, 1999 as compared to the same
period in 1998.
         Property  operating and real estate tax expense  increased  $824 or 15%
during the  period.  $658 was a result of  absorbing  additional  expenses  from
operating the newly acquired  properties,  and $166 related to the operations of
its sites operated more than one year.
         General and  administrative  expenses  increased $145  principally as a
result of the need for additional  personnel and increased  administrative costs
associated with managing the additional properties.
         Interest  expense  increased  $423  due to  the  $12,500  drawn  on the
Operating  Partnership  `s line of credit and term note  during the last  twelve
months.
         Net income  increased  from $6,638 to $8,177,  an increase of $1,539 or
23%.
         During the quarter the Operating Partnership  introduced a new concept,
Uncle Bob's Flex-a-Space.  While the effect of the concept on near term earnings
will be dilutive,  the Operating Partnership expects Uncle Bob's Flex-a-Space to
contribute to profitability by the third quarter of 2000.
<PAGE>


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.
         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

         On July 30, 1999, the Operating  Partnership  issued 1,200,000 units of
9.85%  Series  B  Cumulative  Redeemable  Preferred  Units  with  a  liquidation
preference of $25 per unit ("Series B Preferred Units").  The offering price was
$25 per unit resulting in net proceeds of $28.8 million.  The proceeds were used
to  reduce  outstanding  amounts  on the  Operating  Partnership's  bank  credit
facility.  The Series B  Preferred  Units are not  redeemable  prior to July 30,
2004, after which the Operating Partnership may redeem the units at a redemption
price  of $25  per  unit,  plus  any  accrued  and  unpaid  distributions.  Cash
distributions of $2.4625 per annum per unit are payable  quarterly in arrears on
the last day of each March, June, September and December.



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

         (a) Exhibits

               3.          Articles  Supplementary  to the Amended and  Restated
                           Articles of Incorporation of the Company  classifying
                           and   designating   the  9.85%  Series  B  Cumulative
                           Redeemable Preferred Stock (incorporated by reference
                           to Exhibit 1.6 filed with the Company's  Registration
                           Statement on Form 8-A dated July 29, 1999).

               27.         Financial Data Schedule

         (b)  Reports on Form 8-K

          On July 30,  1999 the  Company  filed a Current  Report on Form 8-K in
connection  with the public  offering of 1,200,000  shares of its 9.85% Series B
Cumulative Redeemable Preferred Stock.


<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

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