FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



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

                  For the quarterly period ended March 31, 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>


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

Assets
  Investment in storage facilities:
     Land .....................................          $ 106,007    $ 102,864
     Building and equipment ...................            413,869      399,638
                                                          --------     --------
                                                           519,876      502,502
     Less: accumulated depreciation ...........            (24,187)     (21,339)
                                                          --------     --------
  Investments in storage facilities, net ......            495,689      481,163
  Cash and cash equivalents ...................              3,226        2,984
  Accounts receivable .........................              2,154        1,699
  Prepaid expenses and other assets ...........              3,530        4,278
                                                          --------     --------
  Total Assets ................................          $ 504,599    $ 490,124
                                                         =========    =========


Liabilities
  Line of credit ..............................          $ 125,000    $ 112,000
  Term note ...................................             75,000       75,000
  Accounts payable and accrued liabilities ....              3,767        3,059
  Deferred revenue ............................              3,248        2,943
  Accrued distributions .......................              7,415        7,378
  Mortgage payable ............................              3,059        3,059
                                                          --------     --------
    Total Liabilities .........................            217,489      203,439


  Limited partners' capital interest
  (863,037 units in 1999 and 1998),at
  redemption value ............................             20,120       21,683

Partners' Capital
  General partner (219,567 units issued and
    outstanding in 1999 and 1998) .............              5,283        5,284
  Limited partner (12,159,568 and 12,093,439
    units issued and outstanding, respectively)            261,707      259,718
                                                          --------     --------
  Total Partners' Capital .....................            266,990      265,002
                                                          --------     --------

  Total Liabilities and Partners' Capital .....          $ 504,599    $ 490,124
                                                         =========    =========
</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)        March 31, 1999    March 31, 1998
                                              ----------------------------------
<S>                                                 <C>            <C>   
                                                 
Revenues:
  Rental income ............................        $     19,241   $     14,175
  Interest and other income ................                 210            200
                                                     -----------    -----------
     Total revenues ........................              19,451         14,375

Expenses:
  Property operations and maintenance ......               4,041          2,818
  Real estate taxes ........................               1,576          1,188
  General and administrative ...............               1,128            854
  Interest .................................               3,341          1,215
  Depreciation and amortization ............               3,102          2,097
                                                     -----------    -----------
     Total expenses ........................              13,188          8,172
                                                     -----------    -----------

Income before extraordinary item ...........               6,263          6,203

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

Net Income .................................        $      6,263   $      5,853
                                                    ============   ============

Earnings per unit before
  extraordinary item - basic ...............                0.47           0.49
Extraordinary loss .........................                 -            (0.03)
                                                     -----------    -----------
Earnings per unit - basic ..................        $       0.47   $       0.46
                                                     ===========   ============
Earnings per unit - diluted ................        $       0.47   $       0.46
                                                     ===========   ============

Units used in basic earnings
  per unit calculation .....................          13,221,889     12,733,076

Units used in diluted earnings
  per unit calculation .....................          13,233,429     12,785,861

Distributions declared per unit ............        $       0.56   $       0.54
                                                    ============   ============
</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)                         March 31, 1999     March 31, 1998
                                             ------------------ ----------------
<S>                                                <C>                 <C>   
                                                   
Operating Activities
Net income ....................................    $  6,263            $  5,853
Adjustments to reconcile net income
  to net cash provided by operating activities:
  Extraordinary item ..........................          -                  350
  Depreciation and amortization ...............       3,102               2,097
  Restricted stock earned .....................           2                   4
  Changes in assets and liabilities:
     Accounts receivable ......................        (453)               (343)
     Prepaid expenses and other assets ........         552                (836)
     Accounts payable and other liabilities ...         690               3,130
     Deferred revenue .........................         195                 221
                                                     -------           --------
Net cash provided by operating activities .....      10,351              10,476
                                                     -------           --------

Investing Activities
  Additions to storage facilities .............     (17,285)            (53,866)
  Additions to other assets ...................         (22)               (851)
                                                     -------           --------
Net cash used in investing activities .........     (17,307)            (54,717)
                                                     -------           --------

Financing Activities
  Net proceeds from issuance of common
   stock through Dividend Reinvestment
   and Stock Purchase Plan ....................       1,576                 -
  Proceeds from line of credit draw down ......      13,000              52,000
  Distributions paid ..........................      (7,378)             (6,839)
  Mortgage principal payments .................          -                 (500)
                                                     -------           --------
Net cash provided by financing activities .....       7,198              44,661
                                                     -------           --------
Net increase in cash ..........................         242                 420
Cash at beginning of period ...................       2,984               2,567
                                                     -------           --------
Cash at end of period .........................    $  3,226            $  2,987
                                                   =========           ========

Supplemental cash flow information
     Cash paid for interest ...................    $  3,174            $    717

</TABLE>



<PAGE>




      Sovran Acquisition Limited Partnership

              Statements of Cash Flow

<TABLE>
<CAPTION>


Supplemental cash-flow information for the quarter ended March 31, 1999
(dollars in thousands)
--------------------------------------------------------------------------------
<S>                                                                  <C>

Fair value of net liabilities assumed on
 the acquisition of storage facilities                               $ 121                   

--------------------------------------------------------------------------------
Distributions  declared  but unpaid  were $7,415 at March 31, 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 three  month  period  ended  March 31,  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 137 (six 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 March 31,1999 to 211 properties,  most of which
are in the eastern United States and Texas.
         As of March 31, 1999,  the Company was a 93.48%  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
March 31, 1999.

<TABLE>
<CAPTION>


(dollars in thousands)
<S>                                                              <C>   


Cost:
   Beginning balance                                             $      502,502
   Property acquisitions                                                 15,310
   Improvements and equipment additions                                   2,129
   Dispositions                                                             (65)
                                                                 --------------

Ending balance                                                   $      519,876
                                                                 ==============


Accumulated Depreciation:
   Beginning balance                                             $       21,339
   Additions during the period                                            2,883
   Dispositions                                                             (35)
                                                                 --------------

Ending balance                                                   $       24,187
                                                                 ==============
</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 March
31, 1999, the outstanding  balance on the credit  facility was $125 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 agreements to
manage its exposure to interest rate changes.  The swaps involve the exchange of
fixed and  variable  interest  rate  payments  without  exchanging  the notional
principal amount. Payments or receipts on the agreements are recorded monthly as
adjustments to interest  expense.  At March 31, 1999, the Operating  Partnership
had interest rate swaps with notional  amounts of $40 million  through June 1999
and $55 million  through  December  1999.  Under these  agreements the Operating
Partnership  receives a floating interest rate based upon LIBOR and pays a fixed
interest  rate of 5.78% on the $40  million  amount and 5.12% on the $55 million
amount. 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 March 31,  1999,  the  Operating  Partnership  had  entered  into
contracts  for the  purchase of nine  facilities  with  expected  costs of $23.4
million.


<PAGE>


6.  Pro Forma Financial Information
         The following  unaudited pro forma Condensed Statement of Operations is
presented as if the 6 storage facilities purchased during the three months ended
March 31,  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>


(in thousands, except per unit data)

                                                              Three Months Ended
                                                                   March 31,
                                                                     1999
                                                               -----------------            
<S>                                                             <C>    

Revenues:                                         
  Rental income                                                 $         19,493
  Other income                                                               214
                                                                ----------------
     Total revenues                                                       19,707

Expenses:
  Property operations & maintenance                                        4,082
  Real estate taxes                                                        1,586
  General and administrative                                               1,139
  Interest                                                                 3,465
  Depreciation and amortization                                            3,139
                                                                ----------------
     Total expenses                                                       13,411         
                                                                ----------------
Net Income                                                      $          6,296
                                                                ================


Earnings per unit - basic                                       $            .48
                                                                ================
Earnings per unit - diluted                                     $            .47
                                                                ================

Units used in basic earnings
 per unit calculation                                                 13,242,172

</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 cost 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>


                                            Three Months            Three Months
                                               Ended                   Ended
                                              March 31,               March 31,
                                                1999                    1998
                                           -------------           -------------
<S>                                         <C>                     <C>    

Numerator:
  Net Income                                $      6,263            $     5,853

Denominator:
  Denominator for basic earnings
    per unit - weighted average units             13,222                 12,733

Effect of Diluted Securities:
  Stock options                                       11                     53
  Denominator for diluted earnings
    per unit- adjusted weighted average
    units and assumed conversion                  13,233                 12,786

Basic earnings per unit                     $        .47            $       .46
Diluted earnings per unit                   $        .47            $       .46
</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), that is effective for fiscal years beginning after June
15, 1999. 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 Operations 
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 211
self-storage  facilities,  providing storage space for business and personal use
to customers in 19 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 March
31, 1999,  the  outstanding  balance of the unsecured  credit  facility was $125
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 March 31, 1999,  863,037 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  March 31,  1999,  the  Operating  Partnership  acquired  six  properties,
increasing  its  existing  presence  in  Louisiana  and  Rhode  Island.  The six
acquisitions  in the three months ended March 31, 1999 added 281,000 square feet
of space and 2,700 rental units to the Operating Partnership's portfolio.

Future Acquisition and Development Plans
         The Operating  Partnership  has contracts on nine properties in Arizona
with planned  closings in May 1999.  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,  a  preferred  stock  issuance  and/or a joint  venture
acquisition partnership.
         At March 31, 1999, the Operating  Partnership had $25 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 March 31,1999,  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  March 31, 1999 and March 31, 1998.

For the period January 1, 1999 through March 31, 1999 (dollars in thousands)
         The  Operating  Partnership  reported  revenues  of $19,451  during the
period and incurred  $5,617 in operating  expenses,  resulting in net  operating
income of  $13,834,  or 71%.  General  and  administrative  expenses  of $1,128,
interest expense of $3,341 and depreciation and amortization  expenses of $3,102
resulted in net income of $6,263.

<PAGE>


Three months ended March 31, 1999, compared to Three months ended March 31, 1998
(dollars in thousands)
         The  following  discussion  compares the  activities  of the  Operating
Partnership for the three months ended March 31, 1999 with the activities of the
Operating Partnership for the three months ended March 31, 1998.
         Total revenues  increased from $14,375 for the three months ended March
31, 1998 to $19,451 for the three months  ended March 31,  1999,  an increase of
$5,076 or 35%. Of this,  $4,497  resulted from the  acquisition of 55 properties
during the period  January 1, 1998 through  March 31, 1999 and $579 was realized
as a  result  of  increased  rental  rates  at the 156  properties  owned by the
Operating Partnership at January 1, 1998. Overall, same-store revenues grew 4.3%
for the  three-month  period ended March 31, 1999 as compared to the same period
in 1998.
         Property  operating and real estate tax expense increased $1,612 or 40%
during the period.  $1,364 was a result of absorbing  additional  expenses  from
operating the newly acquired  properties,  and $248 related to the operations of
its sites operated more than one year.
         General  and  administrative  expenses,  which  includes  losses of $28
realized as the result of replacement of equipment,  increased $274  principally
as a result of the need for  additional  personnel and increased  administrative
costs associated with managing the additional properties.
         Interest expense  increased $2,126 due to the $112 million drawn on the
Operating  Partnership  's line of credit and term note  during the last  twelve
months.
         Income before  extraordinary item increased from $6,203 to $6,263,  an 
increase of $60 or 1%.


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.


<PAGE>



         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 cost 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 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 Form 8-K.


         On March 3, 1999 the Operating  Partnership  filed a Current  Report on
Form 8-K, reporting the acquisition of eleven self-storage facilities.

<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


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