UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

             (X)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                   For the fiscal year ended December 31, 1998

           ( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                For the transition period from ________to________
                        Commission file number 001-12910

                                Storage USA, Inc.
             (Exact name of registrant as specified in its charter)

                Tennessee                              62-1251239
     State or other jurisdiction of         (I.R.S. Employer Identification No.)
      incorporation or organization
     165 Madison Avenue, Suite 1300                       38103
               Memphis, TN                              (Zip Code)
(Address of principal executive offices)


       Registrant's telephone number, including area code: (901) 252-2000

           Securities registered pursuant to Section 12(b) of the Act:

    Title of each class               Name of each exchange on which registered
Common Stock $.01 par value                     New York Stock Exchange

        Securities registered pursuant to section 12(g) of the Act: None

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____

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will  not be  contained,  to the  best  of  this  registrant's  knowledge,  in a
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. ( )

The  aggregate  market  value  of  the  voting  and  non-voting  stock  held  by
non-affiliates  of the registrant was  approximately  $469,978,412 as of January
31, 1999, based on 15,099,708  shares held by  non-affiliates  of the registrant
and based upon the closing price of $31.125 for the common stock on the New York
Stock Exchange.  (For this  computation,  the registrant has excluded the market
value of all  shares of our  Common  Stock  reported  as  beneficially  owned by
executive   officers  and  directors  of  the   registrant   and  certain  other
stockholders;  such an exclusion  shall not be deemed to constitute an admission
that any such person is an "affiliate" of the registrant.)

                                   27,867,424
                (Number of shares outstanding of the registrant's
                     Common Stock, as of January 31, 1999)

                       DOCUMENTS INCORPORATED BY REFERENCE

Part II and Part III  incorporate  certain  information  by  reference  from the
registrant's  1998  Annual  Report  to  Shareholders  and from the  registrant's
definitive  proxy  statement to be filed with respect to the 1999 Annual Meeting
of Shareholders.

<PAGE>

Item 1.    Business

General

Storage USA, Inc. is a Tennessee Corporation that was formed in 1985 to acquire,
develop,  construct,  franchise,  and own and  operate  self-storage  facilities
throughout  the United  States.  We are the second largest owner and operator of
self-storage  space in the United  States.  At December 31,  1998,  we owned 421
facilities  containing  27.8  million  net  rentable  square feet and managed 64
facilities  for others  (including 40  franchises)  containing an additional 4.1
million net rentable  square feet. Our owned and managed  facilities are located
in 31 states and the  District of  Columbia.  We are  structured  as an umbrella
partnership real estate  investment trust ("UPREIT") in which  substantially all
of our business is conducted through SUSA Partnership, L.P. (the "Partnership").
Under this structure, we are able to acquire self-storage facilities in exchange
for  units of  limited  partnership  interest,  which  permits  the  sellers  to
partially defer taxation of capital gains.

In 1996,  we formed  Storage  USA  Franchise  Corp  ("Franchise"),  a  Tennessee
corporation.  The  Partnership  owns  100% of the  non-voting  common  stock  of
Franchise.  The  Partnership  has a 97.5%  economic  interest in  Franchise  and
accounts  for  Franchise  under the equity  method and includes our share of the
profit or loss of Franchise in Other Income.

Business Strategy

         Internal Growth/Operations

Our  internal  growth  strategy  is to  pursue an active  leasing  policy.  This
includes marketing  available space and renewing existing leases at higher rents
per square foot while controlling  expense growth.  Our ability to implement our
internal  growth  strategy can be evaluated  by examining  the  "year-over-year"
results  of our  same-store  facilities  during  1998 and 1997.  The  same-store
facilities  include all  facilities  that we owned since January 1, 1997.  Newly
developed facilities and expansions are removed from this group to avoid skewing
the results.  During 1998, we achieved same-store revenue growth of 5.9% and net
operating income ("NOI") growth of 6.9% over 1997. In 1997, as compared to 1996,
we grew total revenue 5.7% and NOI 8.7%.

o    Leasing - We seek to increase our revenues by  increasing  the occupancy in
     our facilities  through the use of sales and marketing  programs.  Facility
     and district  managers  have  authority and  incentives to customize  these
     programs for each  location.  We develop a written  marketing plan for each
     facility and utilize yellow page advertising,  site signage and location as
     the primary  means to advertise  our  services.  The facility  managers are
     trained to market to both  phone-in and walk-in  prospective  tenants.  The
     primary emphasis of the training is to teach managers to act as salespeople
     and to convert prospective tenants into actual tenants.  Emphasis is placed
     on conversion from the initial telephone call to an on-site visit, and from
     the  on-site  visit to a rental.  During  1999,  we will  create a national
     reservation  center to ensure  that a  knowledgeable  employee  will answer
     calls  centrally from  prospective  customers when the property  manager is
     unavailable.  The  reservation  center  can  also be  reached  through  our
     national toll-free phone number, 1-800-STOR USA.

o    Rent  Increases  - We  have  historically  increased  rents  in  all of our
     facilities at least once a year  regardless of the  occupancy  level.  As a
     facility nears 100% occupancy, we typically increase rents more frequently.
     We believe the  average  rental  rate per net  rentable  square foot in our
     facilities is usually higher than our competitors' facilities.

o    Facility  Managers  -  We  carefully  select  and  train  managers  of  our
     self-storage  facilities.  Personality profiles and personal interviews are
     used to screen applicants during the recruiting process.  Training programs
     feature  facility  operations  and marketing  manuals,  sales and marketing
     programs,  telephone  communication,  computer systems,  and daily facility
     operations  (unit rental,  retail  sales,  facility  maintenance,  security
     systems and financial duties). Our formal training programs are followed by
     on-the-job  training  (supervised by a regional  manager) and a three-step,
     self-administered  certification  program.  We  conduct  monthly  telephone
     surveys  in  which  "mystery   shoppers"  call  each  facility   posing  as
     prospective  customers.  These  telephone  calls are recorded and graded by
     management for policy compliance and sales skills.

                                       2
<PAGE>

o    Integrated  Management  Information Systems - We have installed  management
     software  at each  facility to maintain  appropriate  controls  and enhance
     operational   efficiencies.   Weekly  operating   results  are  transmitted
     electronically  from each of these facilities to our  headquarters.  We are
     completing the  installation  of satellites at facilities to enable results
     to be  transmitted  daily.  These  systems  are  used  to  monitor  manager
     performance and market response to our rental structure.


         External Growth

Our external growth strategy is designed to increase the number of facilities we
own through the following  methods:
     o    acquiring  suitably located facilities that offer potential due to low
          occupancy rates or non-premium pricing,
     o    acquiring  facilities  where  our  operating  strategy  would  enhance
          performance, or
     o    developing and constructing  new self-storage  facilities in favorable
          markets.

In pursuing  acquisition  opportunities,  we primarily seek to add facilities in
those  metropolitan  areas in which we operate.  We also  selectively  enter new
markets that have desirable  characteristics  such as a growing population and a
concentration of multifamily dwellings. Our intentions are to acquire or develop
facilities  that  have  strong  retail   characteristics  and  are  attractively
designed.

                  Acquisitions

Since  our  initial  public  offering  in  March  1994,  we have  purchased  378
self-storage  facilities  containing  24.7 million net rentable  square feet for
approximately $1.410 billion.

o    Fragmented  Industry  Ownership - We believe  that there are  approximately
     27,500  self-storage  facilities  in the United  States with  approximately
     1.064  billion net  rentable  square feet.  According  to the  Mini-Storage
     Messenger  (September,  1998),  the 10 largest  operators  of  self-storage
     facilities  managed  approximately  3,565  facilities or 17.8% of the total
     square feet available. Management believes this fragmented ownership offers
     opportunities for acquisitions,  including opportunities resulting from the
     following circumstances:
     o    the  necessity of sale by some  smaller  operators  who cannot  obtain
          refinancing,
     o    the  desire of some  smaller  operators  to sell their  facilities  to
          obtain retirement funds or to seek alternative investments, and
     o    the  inability  of smaller  operators  to obtain  funds to compete for
          acquisitions as timely and inexpensively as we can.

o    Operating  Efficiencies  - After a facility is acquired,  we implement  our
     operating methods,  allowing us to increase rental rates and trim operating
     expenses.  We generally acquire properties at capitalization rates (cost of
     acquisition  divided  by  net  operating  income)  between  10.0-10.5.  The
     capitalization  rate may be higher or lower  than this range  depending  on
     several factors including whether the facility is in the lease-up or mature
     stage  and  the  strategic   importance  of  a  location.   Our  experience
     demonstrates  that the  application of our operating  methods  improves the
     initial  capitalization  rate approximately 50 to 100 basis points per year
     during the first few years following the acquisition.

o    Demand for Tax Deferral - In several of our acquisitions,  we have financed
     a portion of the  purchase  price  through the issuance of units of limited
     partnership  interest in SUSA Partnership,  L.P. ("Units"),  permitting the
     sellers to partially  defer taxation of capital gains.  We believe that our
     ability to offer Units as a form of  consideration  is a key element in our
     ability to successfully negotiate with sellers of self-storage  facilities.
     Since the IPO, we have issued 4.1 million  Units  valued at $140 million in
     consideration for the acquisition of self-storage facilities.

                  Development

Development  of new  facilitates  provides  long-term  returns that could exceed
returns achieved by acquired facilities.  By developing properties,  we are able
to capitalize on unsaturated  markets where suitable  acquisition  opportunities
may be minimal or  nonexistent.  These locations may provide  long-term  returns
greater than those available in typical suburban markets.



                                       3
<PAGE>

During the year, we placed in service seven newly developed facilities at a cost
of $30.3  million,  adding  536  thousand  square  feet.  We also  expanded  the
available  square feet at six existing  facilities,  adding 133 thousand  square
feet for a cost of $5.4 million.  The following table summarizes our development
and expansion projects in process at December 31, 1998.
<TABLE>
<CAPTION>
                                                     Number of          Expected      Investment       Remaining
     (in thousands)                                 Facilities        Investment         to date      Investment
     ------------------------------------------------------------------------------------------------------------
     <S>                                                    <C>         <C>              <C>             <C>
     Development facilities                                 32          $144,360         $49,904         $94,456
     Expansion facilities                                   33            37,868          11,429          26,439
     ------------------------------------------------------------------------------------------------------------
     Total development and expansion facilities             65          $182,228         $61,333        $120,895
     ------------------------------------------------------------------------------------------------------------
</TABLE>

These 65 projects have expected  completion dates ranging from the first quarter
of 1999  through the fourth  quarter of 2000 and are  currently  underway in the
following  markets:  Baltimore,  MD/Washington,  D.C., New England,  NewYork/New
Jersey,  Illinois,  Tennessee,  Northern  California,  Massachusetts and Central
Florida.

o    Access to Development  Capital - Historically,  we have been able to access
     various  forms  of  capital,  which  differentiates  us  from  most  of our
     competitors,  particularly  since  capital  for  the  construction  of  new
     self-storage   facilities   (traditionally   funded  by  savings  and  loan
     associations)  has been less  available  in recent  years.  Debt and equity
     markets  became  difficult  to access  in 1998,  and we do not  expect  any
     improvement in 1999.

o    Self-Storage  Zoning  -  Local  regulations  may  present  barriers  to new
     development.  As with all real property, storage facilities must conform to
     local  zoning  ordinances.  Typically,  self-storage  facilities  are not a
     permitted  use within the  commercial  and retail  zones  desired by us for
     development  of a new  facility.  Therefore,  we must  generally  obtain  a
     special use permit or zoning variance to undertake the development of a new
     facility.

o    Development Returns - Newly developed  properties provide the potential for
     long-term  returns  greater than what can typically be achieved by acquired
     facilities.  However, losses during the lease-up period on these properties
     reduce  earnings.  We are increasing our  development  spending and plan to
     invest approximately $70 million in development in 1999. In addition to the
     risks  associated  with  owning  and  operating   established   facilities,
     development  involves  additional  risks relating to delays in construction
     and  less-favorable-than-anticipated  rental rates,  which could reduce our
     return.


                  Franchising

Storage USA Franchise  Corp.  ("Franchise")  was  established  in 1996. We own a
97.5% economic  interest in Franchise and 100% of its Class B non-voting  common
stock.  Franchise was created to enhance our  short-term  and  long-term  income
streams and to provide a pipeline of  acquisitions  designed and  constructed to
our standards.  Franchise offers a turnkey package  including access to capital,
analysis of potential  markets and sites,  facility design,  general  contractor
work and  facility  management.  If the  franchisee  chooses  to access  capital
through us, we will advance the funds for  construction  and start-up costs at a
market interest rate. Typically loans are 80%-90% loan-to-cost at the prime rate
plus a half percentage point. In consideration for coordinating the financing as
well as other value derived by the franchisee,  Franchise  typically receives an
equity interest in the facility.  The equity interest allows  Franchise to share
in 40% to 45% of any positive cash flows of the facility,  and appropriate share
of capital  gain,  if the facility is ever sold at a profit.  We have a right of
first refusal to purchase each of the franchised properties.  If we exercise our
right,  our existing equity ownership allows us to acquire these facilities at a
higher yield than a typical acquisition.  As of December 31, 1998, Franchise has
40 facilities open and operating,  40 under development and 14 in due diligence.
Of the 94 total facilities,  approximately 60 are joint venture  properties that
include  earnings  participation by Franchise (this figure is subject to change,
as Franchisees  in the due diligence  stage have not  definitively  chosen which
arrangement  they will  use).  The  franchised  facilities  in  development  and
operating represent approximately $400 million in potential future acquisitions.

Capital Strategy

We maintain a conservative  capital  structure in order to improve our access to
capital and earnings  growth.  We expect to finance our long-term  capital needs
through the issuance of equity (common and preferred) and debt securities. Since
the IPO,  we have  issued  $371  million  of our  common  stock  in four  public
offerings. We also issued $284 million of our common stock in a series of direct


                                       4
<PAGE>

placements  with  Security  Capital U.S.  Realty  ("USRealty"),  an affiliate of
Security Capital Group, Inc.. Since October 1996, we have issued $600 million of
unsecured Senior Notes to the public.  These notes were issued at interest rates
ranging  from  6.95% to 8.2% and with  maturities  ranging  from  2003-2027.  In
addition, since the IPO, we have issued 4.1 million Units valued at $140 million
in consideration for the acquisition of self-storage facilities.

Short-term  capital needs are met through our revolving lines of credit. We have
$190.0 million  borrowing  capacity in two unsecured  revolving  lines of credit
with a group of commercial banks. As of December 31, 1998, we had borrowed $70.8
million  under  these  revolving  lines of credit.  We also had  mortgage  loans
outstanding  of $67.7 million that were  collateralized  by 24  properties.  Our
policy,  which is subject to change at the discretion of our Board of Directors,
is to limit total  indebtedness  to the lesser of 50% of total assets at cost or
an amount that will sustain a minimum debt service  coverage ratio of 2.5:1.  As
of December 31,  1998,  the our total  indebtedness  is 44.2% of total assets at
cost and our debt service  coverage  ratio for the year ended December 31, 1998,
is 3.2:1. We anticipate  using our lines of credit as an interim source of funds
to acquire and develop self-storage facilities.  When management determines that
market conditions are favorable, we will repay the credit lines with longer-term
debt or equity.

We may from time to time  re-evaluate  our borrowing  policies  according to the
following factors:
     o    current economic conditions,
     o    relative costs of debt and equity capital,
     o    market values of facilities,
     o    growth and acquisition opportunities, and
     o    other factors.

Our Charter and Bylaws do not limit the amount or  percentage  of  indebtedness,
funded or otherwise, we might incur. Our Board of Directors has adopted a policy
limiting  our  indebtedness  to the lesser of 50% of our total assets at cost or
the amount that will  sustain a minimum debt  service  coverage  ratio of 2.5:1.
However,  the Board of Directors can,  without  shareholder  approval,  amend or
modify our current  policy on borrowing.  If this policy were changed,  we could
leverage  further.  This would  result in an increase in debt service that could
adversely  affect  our  cash  flow  and  ability  to make  distributions  to our
shareholders,  an increased risk of default on our  obligations and an increased
risk of foreclosure on facilities  securing debt. However, we are limited in the
amount of debt we can incur by the  Amended  and  Restated  Unsecured  Revolving
Credit  Agreement,  dated December 23, 1997 and the Indenture  dated November 1,
1996.  (See  "Liquidity and Capital  Resources" in  Management's  Discussion and
Analysis of Financial  Condition and Results of Operations  contained in Exhibit
13-Annual Report for more details.) If management finds it appropriate,  we will
enter  into  arrangements  with a  creditworthy  financial  institution  for the
purpose of limiting the maximum  interest expense if interest rates rise. We are
also subject to certain limitations on the amount of debt we can incur under the
existing  line of credit  facility  and the  Strategic  Alliance  Agreement,  as
described in the section entitled "Strategic Alliance with Security Capital U.S.
Realty."

Borrowings  may  be  incurred   through  the  Partnership  or  directly  by  us.
Indebtedness  incurred by us may be in the form of bank borrowings,  secured and
unsecured,  and publicly and  privately  placed debt  instruments.  Indebtedness
incurred by the Partnership may be in several forms:
     o    purchase money obligations to the sellers of properties,
     o    publicly or privately placed debt instruments, and
     o    financing from banks, institutional investors or other lenders.

Any of the above indebtedness may be unsecured or may be secured by mortgages or
other interests in the property owned by the Partnership.  Such indebtedness may
provide  the  lender  recourse  to all or any part of our assets or those of the
Partnership,  or  may be  limited  to  the  particular  property  to  which  the
indebtedness  relates. The proceeds from any borrowings by the Partnership or us
may be used for the following:
     o    payment of distributions,
     o    working capital,
     o    refinancing existing indebtedness, or
     o    financing acquisitions or expansions of facilities.

Our investment objectives are to acquire or develop self-storage facilities with
cash flow growth potential.  While we emphasize equity real estate  investments,
we may  invest in mortgage and other real estate interests, including securities
of other REITs. We do not currently invest in securities of other REITs and have
no present  intention of doing so. We may invest in participating or convertible
mortgages  if we  determine  that we will  benefit  from  the  cash  flow or any
appreciation in the value of the subject property. Such mortgages are similar to
equity   participation.    Specifically,   we   may   make   participating   and
non-participating loans collateralized by self-storage facilities owned by third
parties (see "Strategic Alliance with Security Capital U.S. Reality").

                                       5
<PAGE>

The decline in the real  estate  debt and equity  markets in 1998 may impair our
ability  to  access  these  markets  on  favorable  terms in 1999,  which  would
adversely  impact  our  ability  to  maintain  our  historical  external  growth
activity.  As  a  result  of  commitments  for  developement   properties  under
construction  and  financing for  franchisees,  we may need to enter the debt or
equity markets in 2000 under unfavorable terms.

Strategic Alliance with Security Capital U.S. Realty

On March 19,  1996,  we entered  into a  Strategic  Alliance  Agreement  with US
Realty. The Strategic Alliance Agreement,  among other things, permits US Realty
to  purchase  up to 42.5% of our  common  stock and to  participate  in  certain
offerings of our equity securities.  At December 31, 1998, US Realty owned 42.2%
of our common stock. We believe that the alliance with US Realty has provided us
with access to  significant  additional  financial and  strategic  resources not
otherwise  readily  available  to  us,  thereby  enhancing  our  short-term  and
long-term  growth   prospects  and  better   positioning  us  to  capitalize  on
opportunities as the REIT industry matures.  We also expect that we will benefit
significantly  from our affiliation with US Realty and our access to US Realty's
market knowledge, operating experience and research capabilities.

The Strategic Alliance Agreement places several  restrictions on us. Pursuant to
the Strategic Alliance  Agreement,  and until the first to occur of:
(A) June 5, 2003, which may be extended, and
(B) the first date  following  the date on which US  Realty's  ownership  of our
    Common  Stock has been below 20% of the  outstanding  shares of common stock
    for a continuous period of 180 days,we may not:
     o    incur total  indebtedness  in an amount  exceeding 60% of the value of
          our total  assets  (which is deemed to be equal to the market value of
          our outstanding equity (on a fully-diluted  basis at a price of $31.30
          per share) and debt as of March 1, 1996, plus the acquisition  cost of
          properties acquired after March 1, 1996 (less any proceeds of property
          dispositions that are distributed to shareholders)),
     o    cause or permit the sum of the following to, at any time,  exceed 10%,
          at  cost,  of the  consolidated  assets  owned  by both the us and the
          Partnership:
          o    securities of any other person,
          o    assets held other than directly by us,
          o    loans made by us to the Partnership or any other  subsidiary,  or
               the reverse,
          o    assets managed by persons other than our employees,
     o    own real property other than self-storage  facilities or land suitable
          for the  development of  self-storage  facilities  whose value exceeds
          10% of the aggregate value of our real estate assets at cost,
     o    terminate our  eligibility  for treatment as a REIT for federal income
          tax purposes, or
     o    except as permitted or required by agreements  existing as of March 1,
          1996:
          o    own any  interest  in any  partnership  unless  we are  the  sole
               managing general partner of such partnership, or
          o    permit the Partnership to issue Units, or securities  convertible
               or exercisable  for Units, if such issuance would cause us to own
               less   than  90%  of  the   Units  on  a  fully   diluted   basis
               (collectively, the "Corporate Action Covenants"). We have amended
               this  provision  to allow us to own as little as 86.11%.  We have
               certain  specified rights to cure certain failures to comply with
               the Corporate Action Covenants.

In addition,  we are subject to certain  limitations  pursuant to the  Strategic
Alliance  that  continue  until US Realty's  ownership of our common stock shall
have been below 20% by value of the  actually  outstanding  shares of our common
stock for a  continuous  period of 180 days  (subject  to  certain  conditions).
Generally,  these  limitations  restrict  the  amount of assets  that we may own
indirectly  through  other  entities  and the  manner  in which we  conduct  our
business.



                                       6
<PAGE>

US Realty  requested  these  conditions  because of its belief  that REITs with
direct and extensive  control over the operation of all of their assets  operate
more  effectively  and in order to  permit US  Realty  to  comply  with  certain
requirements  of the Code and other  countries'  tax laws  applicable to foreign
investors.  We,  during the same period,  have agreed not to take actions in the
future that would result in more than 10% of our gross income,  or more than 10%
of our assets by value (subject to certain  adjustments),  being attributable to
properties that are indirectly owned and are not managed by our employees or the
Partnership.  US  Realty  has  agreed to waive  these  requirements  in  certain
specific  instances  where indirect  ownership  facilitates  our  acquisition of
certain facilities.

US Realty is  restricted  from  acquiring  more than 42.5% of our  common  stock
without our consent.  US Realty is also restricted from certain other activities
with respect to us including,  among others, a restriction on selling our common
stock  during a five year  period  ending on June 5, 2003 (so long as it owns at
least 20% of our common stock,) except  pursuant to transfers in compliance with
Rule  144 of  the  1933  Securities  Act,  transfers  pursuant  to a  negotiated
transaction  with a third  party,  to its  affiliates,  or to banks  or  similar
institutions  for purposes of securing a loan. These  restrictions  lapse if we,
among other  things,  default under the Strategic  Alliance  Agreement,  another
investor  acquires  more  than  9.8% of our  outstanding  common  stock or other
similar events occur.

We believe that these  limitations  are generally  consistent with our operating
strategies and do not believe that they will materially  restrict our operations
or have a  material  adverse  effect on our  financial  condition  or results of
operations,  though  there can be no  assurance  that they will not do so in the
future.

Anti-Takeover Measures

Our Charter and By-laws and Tennessee  law include a number of  provisions  that
could discourage a takeover or other  transaction  where our shareholders  might
receive a premium for their shares over the then  prevailing  market price.  The
provisions also cover situations that shareholders might believe to be otherwise
in their best interest,  including:
     o    a prohibition on direct or constructive ownership of more than 9.8% of
          the outstanding shares of common stock by any person (except USRealty,
          which may acquire up to 42.5% of our Common Stock),
     o    the capacity to issue  "blank  check"  preferred  stock with terms and
          preferences established by the Board of Directors, and
     o    the Tennessee  Investor  Protection Act, Business  Combination Act and
          Greenmail Act, which impose certain  restrictions  and require certain
          procedures  with  respect to  certain  takeover  offers  and  business
          combinations.

Competition

Competition from other  self-storage  facilities exists in every market in which
our facilities are located.  We principally face competitors who seek to attract
tenants primarily on the basis of lower prices.  However, we usually do not seek
to be  the  lowest  price  competitor.  Rather,  based  on  the  quality  of our
facilities  and  our  customer  service-oriented  managers  and  amenities,  our
strategy is to lead particular markets in terms of prices.

We monitor the  development of self-storage  facilities in our markets.  We have
facilities  in several  markets  where we  believe  overbuilding  has  occurred,
including the following:
     o    Atlanta, GA (1.6% of portfolio square footage, "sq. ft."),
     o    Las Vegas, NV (2.8% sq. ft.),
     o    Albuquerque, NM (2.2% sq. ft.),
     o    Nashville, TN (3.0% sq. ft.),
     o    Portland, OR (0.7% sq. ft.), and
     o    Dallas, TX (4.0% sq. ft.).

In these markets we may experience a minimal reduction in Physical Occupancy and
less growth in rental rates than other  markets.  As a result of the  geographic
diversity of our portfolio,  we do not expect the potential for excess supply in
these markets to have a significant impact on our financial condition or results
of operations.

We are the second largest self-storage  operator,  with 32.1 million square feet
in 422 owned and 65 managed (including 43 franchises) facilities as of March 12,
1999.  There are four other  publicly  traded  REITs and  numerous  private  and
regional  operators.  These other companies may be able to accept more risk than
we can  prudently  manage.  This  competition  may reduce the number of suitable
acquisition  opportunities  offered to us and  increase  the price  required  to
acquire  particular  facilities.  Further,  we believe  that  competition  could
increase from companies  organized  with similar  objectives.  Nevertheless,  we
believe  that the  operations,  development,  and  financial  experience  of our
executive  officers and directors along with our  customer-oriented  approach to
management of self-storage facilities should enable us to compete effectively.


                                       7
<PAGE>

Employees

All persons referred to as our employees are employees of the Partnership or our
subsidiaries   (e.g.   Franchise).   As  of  December  31,  1998,   we  employed
approximately 1,700 employees, of whom approximately 317 were employed part-time
(fewer than 30 hours per week) on a regular  basis.  None of our  employees  are
covered by a collective bargaining agreement.

Governmental Regulation

The conduct of the  self-storage  business is regulated  by various  federal and
state laws, both statutory and common law,  including those relating to the form
and content of rental agreements for individual  storage spaces and requirements
relating to collection  practices.  Franchise is subject to certain  Federal and
state laws,  regulating the sale of franchises and other  practices with respect
to the  franchisor/franchisee  relationship.  Taxation of Real Estate Investment
Trusts ("REIT") is subject to governmental  regulation and interpretation of the
Internal Revenue Code.

On February 1, 1999, the Clinton  Administration  released a budget proposal for
fiscal year 2000,  which  contained  provisions  that, if enacted,  would affect
REITs, including us (the "REIT Proposal").  The REIT Proposal would overhaul the
tax rules  applicable  to taxable REIT  subsidiaries.  In  particular,  the REIT
Proposal would allow a REIT to own all of the stock in two types of taxable REIT
subsidiaries.  Qualified business  subsidiaries  (QBSs) could perform activities
unrelated to the REIT's tenants, such as third-party management, development and
other independent business  activities,  as well as provide "customary" services
to  the  REIT's  tenants.  Franchise  would  be  considered  a  QSB  under  this
legislation.  Qualified independent  contractor  subsidiaries (QIKSs) could both
perform activities that a QBS could perform and provide "non-customary" services
to a REIT's  tenants (i.e.  those that would taint the rents from the tenants if
provided  by the  REIT).  The use of  these  subsidiaries  would be  subject  to
restrictions including the following:
     o    the REIT  would be limited  on the total  value of stock  owned in all
          QBSs and QIKSs,
     o    the QBSs and QIKSs could not deduct any  interest  paid to the REIT or
          one of its affiliates, and
     o    a 100% excise tax would be imposed on  non-arm's  length  transactions
          between a QBS and QIKS and a REIT or its tenants.

It is important to note that the REIT Proposals are only precursors to the first
stage in a lengthy  legislative  process  that may or may not  culminate  in the
passage of legislation  affecting REITs.  Therefore,  we are unable to determine
whether the REIT Proposals will be enacted into legislation and, if enacted, the
impact of any final legislation may have on us.

Qualification as a Real Estate Investment Trust

We operate in a manner to qualify as a Real  Estate  Investment  Trust  ("REIT")
under the Internal Revenue Code of 1986, as amended (the "Code").  A REIT, which
complies with the Code and distributes at least 95% of its taxable income to its
shareholders,  does not pay federal tax on its  distributed  income.  ("95% REIT
distribution  test")  Qualification as a REIT involves the application of highly
technical  and  complex  rules for  which  there are only  limited  judicial  or
administrative interpretations.  The complexity of these rules is greater in the
case of a REIT that holds its assets in partnership form. Furthermore, there are
no controlling authorities that deal specifically with many tax issues affecting
a REIT that operates  self-storage  facilities.  Certain facts and circumstances
not entirely  within our control may affect our ability to qualify as a REIT. In
addition,  new regulations,  administrative  interpretations  or court decisions
could have a substantial  adverse effect on our  qualifications as a REIT or the
federal  income tax  consequences.  If we were to fail to qualify as a REIT,  we
would not be allowed a deduction for  distributions to shareholders in computing
our  taxable  income.  In this case,  we would be subject to federal  income tax
(including  any  applicable  alternative  minimum tax) on our taxable  income at
regular   corporate  rates.   Unless  entitled  to  relief  under  certain  Code
provisions,  we also would be disqualified from treatment as a REIT for the four
taxable  years  following  the year during which  qualification  was lost.  As a
result, the cash available for distribution to shareholders would be reduced for
each of the years involved.  Although we currently intend to operate in a manner
designed  to qualify as a REIT it is  possible  that  future  economic,  market,
legal, tax or other  considerations  may cause the Board of Directors,  with the
consent of a majority of the shareholders, to revoke the REIT election.


                                       8
<PAGE>

Environmental Matters

We have obtained  Phase 1  environmental  audits on all of our  facilities  from
various  outside  environmental  engineering  firms.  The purpose of the Phase 1
audits is to identify potential sources of contamination at these facilities and
to assess the status of environmental regulatory compliance.  The Phase 1 audits
include the  following:
     o    historical reviews of the facilities,
     o    reviews of certain public records,
     o    preliminary investigations of the sites and surrounding properties,
     o    visual inspection for the presence of asbestos,
     o    PCBs and underground storage tanks, and
     o    the preparation and issuance of a written report.

A Phase 1 audit does not include invasive  procedures,  such as soil sampling or
ground  water  analysis.   In  certain   instances  we  have  obtained  Phase  2
environmental  audits  or  procedures  in order  to  determine  (using  invasive
testing) whether potential sources of contamination  indicated in Phase 1 audits
actually  exist.  While some of the facilities have in the past been the subject
of  environmental  remediation or underground  storage tank removal,  we are not
aware of any  contamination of facilities  requiring  remediation  under current
law. We will not take ownership of any acquisition  facility prior to completing
a satisfactory  environmental review and inspection procedure.  No assurance can
be given that the Phase 1 and 2 audits  have  identified  or will  identify  all
significant   environmental   problems  or  that  no  additional   environmental
liabilities exist.

Under  various  federal,  state  and  local  laws and  regulations,  an owner or
operator of real estate may be liable for the costs of removal or remediation of
certain hazardous or toxic substances on properties. Such laws often impose such
liability  without regard to whether the owner caused or knew of the presence of
hazardous or toxic  substances and whether or not the storage of such substances
was in violation of a tenant's  lease.  Furthermore,  the cost of remediation or
removal  of  such  substances  may be  substantial,  and  the  presence  of such
substances, or the failure to promptly remediate such substances,  may adversely
affect the owner's ability to sell such real estate or to borrow using such real
estate as  collateral.  In  connection  with the  ownership and operation of our
facilities, we may become liable for such costs.

The environmental  audit reports have not revealed any  environmental  liability
that we believe would have a material adverse effect on our business,  assets or
results  of  operations.  We are  not  aware  of any  existing  conditions  that
currently would be considered an environmental  liability.  Nevertheless,  it is
possible  that  these  reports  do not or  will  not  reveal  all  environmental
liabilities or that there are material environmental liabilities of which we are
unaware.  Moreover, no assurances can be given concerning the following:
     o    that  future  laws,  ordinances  or  regulations  will not  impose any
          material environmental liability,
     o    that the current environmental condition of the facilities will not be
          affected by the  condition  of the  properties  in the vicinity of the
          facilities  (such  as the  presence  of  leaking  underground  storage
          tanks), or
     o    that tenants will not violate their leases by introducing hazardous or
          toxic substances into our facilities.  We may be potentially liable as
          owner of the  facility  for  hazardous  materials  stored  in units in
          violation  of a  tenant's  lease,  although to date we believe we have
          not incurred any such liability.

We believe that the facilities  are in compliance in all material  respects with
all applicable  federal,  state and local  ordinances and regulations  regarding
hazardous or toxic substances and other environmental  matters. We have not been
notified by any governmental authority of any material noncompliance,  liability
or claim  relating  to  hazardous  or toxic  substances  or other  environmental
substances in connection with any of our present or former properties.

Forward-Looking Statements and Risk Factors

All  statements  contained  in this  Annual  Report  on Form  10-K  that are not
historical facts are based on our current expectations. This includes statements
regarding  anticipated future development,  expansion and acquisition  activity,
the impact of  anticipated  rental rate  increases  on our revenue  growth,  the
ability  to  access  the  debt,  equity  and  bank  capital  markets,  our  1999
anticipated  revenues,  expenses and returns,  and future capital  requirements.
Words  such as  "believes",  "expects",  "anticipate",  "intends",  "plans"  and


                                       9
<PAGE>

"estimates" and variations of such words and similar words also identify forward
looking statements.  Such statements are forward looking in nature and involve a
number of risks and  uncertainties.  Actual results may differ  materially.  The
following  factors among others could cause actual results to differ  materially
from the forward-looking statements:
     o    Changes in the  economic  conditions  in the  markets  that we operate
          could negatively impact the financial resources of our customers.
     o    Certain  of  our  competitors  with  substantially  greater  financial
          resources  than us could  reduce  the number of  suitable  acquisition
          opportunities  offered  to us and  increase  the  price  necessary  to
          consummate the acquisition of particular facilities.
     o    Increased development of new facilities in our markets could result in
          over-supply thereby lowering rental rates,
     o    Amounts  for  late  fees are  subject  to  review  and  could  change,
          affecting results of operations.
     o    The  conditions  affecting  the bank,  debt and equity  markets  could
          change.
     o    The  unavailability of sufficient capital to finance our business plan
          on satisfactory terms.
     o    Competition could increase.
     o    Costs  could  increase  related to  compliance  with  laws,  including
          environmental laws.
     o    General business and economic conditions could change.
     o    Other risk factors  described below in this Annual Report on Form 10-K
          for the year ended December 31, 1998 and other reports filed from time
          to time with the Security and Exchange Commission.

We  caution  you  not  to  place  undue  reliance  on any  such  forward-looking
statements. We assume no obligation to update any forward-looking  statements as
a result of new information, subsequent events or any other circumstances.

In addition,  our business is subject to the following  particular risks and may
be subject to other unidentified risks:

         Acquisition and Development Risks

Acquisitions  risk is the  possibility  that  investments  will not  perform  in
accordance with expectations.  Acquisitions risks exist because of the following
factors:
     o    the  price  paid for  acquired  facilities  is based  upon a series of
          market judgements,
     o    costs of any improvements required to bring an acquired facility up to
          standards to establish the market position  intended for that facility
          may prove inaccurate,
     o    general   investment   risks  associated  with  any  new  real  estate
          investment.

We can give no assurance  that  acquisition  targets  meeting our guidelines for
quality  and yield will  continue  to be  available  in the  quantity  that were
available in prior periods.  We also may not be able to purchase such facilities
in volumes adequate to meet our goals in the future.

The self-storage development business involves significant risks. Other risks in
addition  to those  involved  in the  ownership  and  operation  of  established
self-storage  facilities include the following:
     o    unfavorable financing terms,
     o    timing delays in construction and lease-up,
     o    costs overruns in completing construction,
     o    less-favorable than anticipated lease terms,
     o    less demand than anticipated, and
     o    an economic downturn reducing our rent collection rate.

Consequently, we give no assurance that we will realize our development goals or
that  newly  developed  facilities  will  perform  as well as  other  facilities
developed by us or realize their budgeted returns.

         Debt Financing

General Risks.  We finance  certain of our  acquisitions  and  development  with
unsecured  debt and, in some cases  mortgage  debt.  Because we use debt, we are
subject to the risks  normally  associated  with debt  financing.  The  required
payments on  indebtedness  are not reduced if the  economic  performance  of any
property or the Company as a whole declines. If such decline occurs, our ability
to make debt  service  payments  would be adversely  affected.  If we mortgage a


                                       10
<PAGE>

property to secure debt and we are then  unable to meet the  mortgage  payments,
the mortgagee could then take  possession of that property by foreclosure.  This
would cause a loss of revenue and asset value to us.  Likewise  our debt payment
requirements  could use funds that would have been  distributed  to meet the 95%
REIT distribution test and we would lose our REIT status.

In connection  with the 95% REIT  distribution  test, we may be required to make
distributions  in excess of cash available for  distribution  to shareholders in
order to meet such distribution requirements.  If this happened, we would try to
borrow  the  funds  or  sell  assets  to  obtain  the  cash  necessary  to  make
distributions  to retain  our  qualification  as a REIT for  federal  income tax
purposes.

Effect of Market  Interest  Rates on Price of Common  Stock.  One of the factors
that  influences the price of the common stock in public trading  markets is the
annual yield from  distributions  on the price paid for common stock as compared
to yields on other financial  instruments.  Thus, an increase in market interest
rates will result in higher yields on other financial  instruments,  which could
adversely affect the market price of the common stock.

Changes in Policies.  Our major  policies,  including our policies  dealing with
acquisitions,  development,  financing,  growth, operations, debt limitation and
distributions,  are determined by our Board of Directors. The Board of Directors
may amend or revise these and other policies from time to time without a vote of
our shareholders.

Market  Risk.  We  depend  on an inflow  of  external  capital  to carry out our
acquisition and development strategies.  The decline in the real estate debt and
equity  markets  in 1998 may  impair  our  ability  to access  these  markets on
favorable terms in 1999,  which could  adversely  impact our ability to maintain
our historical external growth activity. We have commitments to fund development
in process and financing to  franchises  through 2000 that may cause us to enter
the debt or equity markets in 2000 under unfavorable terms.

         Tax Risks

Tax  Liabilities as a Consequence of the Failure to Qualify as a REIT. We intend
to operate in a manner to qualify  as a REIT for  federal  income tax  purposes.
However, no assurance can be given that we will qualify or remain qualified as a
REIT.  Qualification  as a REIT involves the application of highly technical and
complex  provisions  of the Code for which  there are only  limited  judicial or
administrative interpretations. The complexity of these provisions is greater in
the case of a REIT that holds assets in partnership form. Furthermore, there are
no controlling authorities that deal specifically with many tax issues affecting
a REIT that operates  self-storage  facilities.  Certain facts and circumstances
not entirely  within our control may affect our ability to qualify as a REIT. In
addition,  no  assurance  can  be  given  that  legislation,   new  regulations,
administrative  interpretations or court decisions will not adversely effect our
qualification as a REIT or the federal income tax consequences.

If we were to fail to qualify as a REIT, we would not be allowed a deduction for
distributions to shareholders in computing our taxable income.  In this case, we
would be subject to federal income tax  (including  any  applicable  alternative
minimum tax) on our taxable income at regular  corporate rates.  Unless entitled
to relief under  certain Code  provisions,  we also would be  disqualified  from
treatment as a REIT for the four taxable  years  following the year during which
qualification  was lost. As a result,  the cash  available for  distribution  to
shareholders  would be  reduced  for each of the  years  involved.  Although  we
currently  intend to  operate  in a manner  designed  to qualify as a REIT it is
possible that future economic,  market,  legal, tax or other  considerations may
cause  the  Board  of  Directors,   with  the  consent  of  a  majority  of  the
shareholders, to revoke the REIT election.

Adverse Effects of REIT Minimum Distribution  Requirements.  In order to qualify
as a REIT,  we  generally  will be  required  each  year  to  distribute  to our
shareholders  at least 95% of our net taxable income  (excluding any net capital
gain).  We will be subject to a 4%  nondeductible  excise tax on the amount,  if
distributions  paid are  less  than  the sum of one of the  following  scenarios
during a calendar year:
     o    85% of our ordinary income,
     o    95% of our capital gain net income for that year, or
     o    100% of our undistributed taxable income from prior years.



                                       11
<PAGE>

We intend  to make  distributions  to our  shareholders  to comply  with the 95%
distribution  requirement and to avoid the nondeductible  excise tax. Our income
and  cash  flow  consists  primarily  of our  share  of  those  items  from  the
Partnership. Differences in timing between taxable income and cash available for
distribution  could require us to borrow funds on a short-term basis to meet the
95%  distribution  requirement  and to avoid the  nondeductible  excise tax. For
federal income tax purposes,  distributions  paid to shareholders may consist of
ordinary income,  capital gains,  nontaxable return of capital, or a combination
of these. We will provide our  shareholders  with an annual  statement as to the
taxability of distributions.

Distributions  by the  Partnership  are determined by our Board of Directors and
will be dependent on a number of factors.  Some of those  factors  could include
the following:
     o    the amount of the Partnership's cash available for distribution,
     o    the Partnership's financial condition,
     o    any decision by the Board of  Directors to reinvest  funds rather than
          to distribute such funds,
     o    the Partnership's capital expenditures,
     o    the annual distribution  requirements under the REIT provisions of the
          Code, and
     o    other factors as the Board of Directors deems relevant.

         Self-Storage Industry Risks

Operating Risks. Our facilities are subject to all operating risks common to the
self-storage facility industry. These include the following risks:
     o    a lack of demand for rental spaces in a given locale,
     o    changes in supply of or demand for similar or competing  facilities in
          an area,
     o    changes in market rental rates,
     o    an economic downturn reducing our customers ability to pay their rents
          or our ability to collect them, and
     o    amounts  charged for late fees are subject to review and could change,
          affecting results of operations.

Competition.  Our facilities compete with other self-storage properties in their
geographic markets.  Most of our competitors seek to compete by offering storage
space at lower prices. However,  instead of emphasizing lower prices, we seek to
emphasize our  facilities'  convenience  and  customer-oriented  management  and
amenities  to  attract  quality  tenants.  We  compete  for  customers  and  for
investment   opportunities  with  companies  that  have  substantially   greater
financial  resources.  These companies may generally be able to accept more risk
than we can prudently  manage.  Competition  may generally  reduce the number of
suitable  investment  opportunities  offered to us and increase  the  bargaining
power of property owners seeking to sell. See "Business-Competition" above.

         Real Estate Investment Risks

General Risks. Our investments are subject to varying degrees of risk associated
with the ownership of real  property.  The  underlying  value of our real estate
investments  and our  ability to make  distributions  depends on our  ability to
operate the  facilities  in a manner to maintain  or increase  cash  provided by
operations.  Our  income  from  our  self-storage  facilities  may be  adversely
affected by the following:
     o    adverse changes in national economic conditions,
     o    adverse  changes in local market  conditions due to changes in general
          or local economic conditions and neighborhood characteristics,
     o    competition from other self-storage properties,
     o    changes in interest rates or loan fees,
     o    the availability, cost and terms of mortgage funds,
     o    the impact of present or future legislation and regulatory compliance,
          including the costs of compliance with environmental,  zoning and land
          use and fire and  safety  regulations  as well as  building  codes and
          other laws,
     o    the ongoing need for capital improvements,
     o    changes in real estate tax rates and other operating expenses,
     o    adverse changes in governmental rules and fiscal policies,
     o    civil unrest,
     o    acts of God, including  earthquakes and other natural disasters (which
          may result in uninsured losses),
     o    acts of war, and
     o    other factors which are beyond our control.



                                       12
<PAGE>

Illiquidity  of Real  Estate May Limit its Value.  Real estate  investments  are
relatively illiquid. Our ability to vary our portfolio in response to changes in
economic and other conditions is limited. There can be no assurance that we will
be able to dispose of an investment  when we find  disposition  advantageous  or
necessary  or that the sale  price  will  recoup  or  exceed  the  amount of our
investment.

Uninsured and  Underinsured  Losses Could Result in Loss of Value of Facilities.
We  maintain  comprehensive  insurance  on  each  of our  facilities,  including
liability,  fire and extended coverage.  Management believes this coverage is of
the type and amount customarily obtained for real property.  However,  there are
certain  types  of  losses,   generally  of  a  catastrophic   nature,  such  as
earthquakes,  hurricanes and floods that may be uninsurable or not  economically
insurable.  As such,  our facilities  are at risk in their  particular  locales.
Management  uses its  discretion in  determining  amounts,  coverage  limits and
deductibles  for  insurance.  These terms are  determined  based on retaining an
acceptable  level of risk at a  reasonable  cost.  This may result in  insurance
coverage that in the event of a substantial  loss would not be sufficient to pay
the  full  current  market  value  or  current  replacement  cost  of  our  lost
investment.  Inflation, changes in building codes and ordinances,  environmental
considerations, and other factors also might make it unfeasible to use insurance
proceeds to replace a facility  after it has been  damaged or  destroyed.  Under
such  circumstances,  the insurance proceeds we receive might not be adequate to
restore our economic position in a property.

Possible  Liability  Relating  to  Environmental  Matters.  We may be subject to
liability  under  various  environmental  laws as an owner or  operator  of real
estate. See "Business Strategy Practices - Environmental Matters."


                                       13
<PAGE>

Item 2.    Properties

The  following  are  definitions  of terms used  throughout  this  discussion in
analyzing our business:
     o    "Physical  occupancy" is the total net rentable  square feet rented as
          of the date divided by the total net rentable square feet available.
     o    "Economic  occupancy" is determined by dividing the expected income by
          the gross potential income.
     o    "Gross potential  income" is the sum of all units available to rent at
          a facility  multiplied by the market  rental rate  applicable to those
          units as of the date computed.
     o    "Expected income" is the sum of the monthly rent being charged for the
          rented units at a facility as of the date computed.
     o    "Rent Per Square  Foot" is the  annualized  result of  dividing  gross
          potential income on the date by total net rentable square feet.
     o    "Direct  Property  Operating  Cost"  means the costs  incurred  in the
          operation of a facility,  such as utilities,  real estate  taxes,  and
          on-site personnel. Costs incurred in the management of all facilities,
          such as accounting personnel and management level operations personnel
          are excluded.

Self-Storage Facilities

Our  self-storage  facilities offer customers fully enclosed units. The customer
furnishes  their  own  lock,  therefore  each  unit is  controlled  only by that
customer. The average size of a Company-owned facility is 66,000 square feet and
contains an average of 645 units.  At December  31,  1998,  the average rent per
square foot for our-owned  facilities was $11.13. The average direct expense per
square foot for a Company owned facility is $2.42. Based on surveys performed by
us in the third  quarter of 1997,  our client  base is 86%  residential  and 14%
commercial. At December 31, 1998,  the average  occupancy of the 421  facilities
owned by us was 83% physical and 74% economic.

Our  self-storage  facilities  are located near major  business and  residential
areas,  and  generally  are  clearly  visible and easily  accessible  from major
traffic arteries. Computer-controlled access gates, door alarm systems and video
cameras,  generally protect them. These facilities are typically  constructed of
one-story masonry or tilt-up concrete walls, with an individual roll-up door for
each  storage  space  and  with   removable   steel  interior  walls  to  permit
reconfiguration  and to protect items from damage.  Sites have wide drive aisles
to accommodate  most vehicles.  Our facilities are designed to be  aesthetically
pleasing,  are kept clean and in good repair by friendly,  trained managers, and
are open for service  during hours and days that are  convenient  to tenants and
prospective  tenants. At most of the facilities,  a property manager lives in an
apartment  located  on  site.   Climate-controlled  space  is  offered  in  many
facilities  for  storing  items  that  are  sensitive  to  extreme  humidity  or
temperature.  Some of the  facilities  provide  paved secure  storage  areas for
recreational vehicles, boat and commercial vehicles. All facilities will receive
deliveries for commercial  customers.  The facilities  generally  contain 400 to
1,000  units  varying in size from 25 to 400 square  feet.  The  majority of our
tenants are individuals, ranging from high-income homeowners to college students
to lower income  renters,  who typically store  furniture,  appliances and other
household and personal items.  Commercial users range from sales representatives
and  distributors  storing  inventory to small  businesses  that typically store
equipment,  records and seasonal items. The facilities  generally have a diverse
tenant base of 500 to 600 tenants, with no single tenant occupying more than one
to two percent of the net rentable square feet of a facility.

Capital Expenditures and Maintenance

Due to the  type  of  simple  structures  and  durable  materials  used  for the
facilities,  property  maintenance  is minimal  compared  to other types of real
estate  investments.  The majority of our facilities are one story,  with either
tilt-up  concrete or masonry  load-bearing  walls,  easily moved steel  interior
walls, and metal roofs.  Typical capital  expenditures include replacing asphalt
roofs,  gates,  air  conditioning  equipment and elevators (as  contrasted  with
expense items such as repairing asphalt,  repairing a door,  pointing up masonry
walls, painting trim and facades,  repairing a fence,  maintaining  landscaping,
and repairing damage caused by tenant  vehicles).  Maintenance  within a storage
unit between leasing typically  consists of sweeping out the unit and changing a
light  bulb.  Maintenance  is the  responsibility  of the  facility  manager who
resides in the apartment located at most of the facilities.


                                       14
<PAGE>
<TABLE>

Markets
<CAPTION>

                               Number of     Available         Available       Physical         Rent per        Economic
                              Properties         Units       Square Feet      Occupancy      Square Foot       Occupancy
<S>                                  <C>       <C>            <C>                 <C>           <C>                <C>
Alabama                                2           865           110,690          91.7%         $   8.66           82.3%
Arizona                               20        11,676         1,135,065          83.0%         $   9.58           74.4%
California                            81        59,736         5,966,215          88.7%         $  11.49           77.9%
Colorado                               2         1,356           156,194          85.5%         $   9.39           80.9%
Connecticut                            8         5,264           594,174          88.3%         $  11.98           80.4%
District of Columbia                   1         1,455           105,830          92.4%         $  18.20           83.3%
Delaware                               1           609            71,695          87.3%         $  12.65           77.8%
Florida                               31        25,869         2,379,251          81.8%         $  13.53           69.8%
Georgia                                6         3,824           434,512          75.6%         $   9.19           66.9%
Illinois                               1           619            76,341          75.2%         $   9.43           65.8%
Indiana                               20         8,516           960,184          80.3%         $   7.33           71.9%
Kansas                                 4         1,653           200,805          86.5%         $   9.50           75.3%
Kentucky                               6         2,391           279,960          82.4%         $   7.88           69.6%
Massachusetts                         14         7,440           869,435          82.2%         $  11.12           72.6%
Maryland                              17        12,924         1,219,187          78.8%         $  15.38           69.9%
Michigan                              14         7,958           909,870          86.4%         $   9.84           77.0%
Missouri                               2           926           104,905          90.7%         $   8.35           81.2%
North Carolina                         7         4,149           460,981          71.3%         $   7.99           63.5%
New Jersey                            16        10,810         1,073,630          87.9%         $  15.09           79.6%
New Mexico                            11         5,830           606,134          76.3%         $   8.56           67.7%
Nevada                                11         7,043           765,278          77.5%         $   9.41           70.2%
New York                              18        20,543         1,251,699          82.3%         $  18.95           73.7%
Ohio                                  28        11,508         1,559,200          83.9%         $   7.63           72.6%
Oklahoma                              15         7,763           944,846          87.0%         $   6.37           78.1%
Oregon                                 3         2,167           203,040          79.8%         $  11.55           72.7%
Pennsylvania                          10         7,205           658,080          91.5%         $  12.54           84.1%
Tennessee                             34        18,205         2,149,429          74.1%         $   9.47           62.4%
Texas                                 22        13,826         1,587,797          84.6%         $   9.05           75.6%
Utah                                   3         1,551           196,635          87.6%         $   7.55           82.0%
Virginia                              12         7,564           732,545          82.1%         $  15.18           72.6%
Washington                             1           582            62,550          83.8%         $   8.55           75.1%
                         ------------------------------------------------------------------------------------------------
                                     421       271,827        27,826,157          83.5%         $  11.13           73.9%
                         ================================================================================================
</TABLE>


Item 3.    Legal Proceedings.

 Actions for  negligence  or other tort claims  occur  routinely in the ordinary
course  of our  business,  but none of these  proceedings  involves  a claim for
damages (in excess of applicable excess umbrella insurance  coverages) involving
more than 10% of our current  assets.  We do not anticipate any amounts which we
may be  required  to pay as a result of an adverse  determination  of such legal
proceedings,  individually  or in the aggregate,  or any other relief granted by
reason thereof, will have a material adverse effect on our financial position or
results of operation.

On September 25, 1997, a purported  national  class action was filed against the
Company in the  Superior  Court of the District of  Columbia,  Nelda  Perkins v.
Storage USA, Inc., Civil Action No. CA 97-7426, seeking recovery of certain late
fees paid by Company tenants since September 1994,  treble damages,  unspecified
punitive damages and an injunction  against further  assessment of similar fees.
In April 1998 the plaintiff  petitioned for certification of a nationwide class,


                                       15
<PAGE>

which  certification the Company opposed. On August 14, 1998, the Superior Court
declined  to  certify  any  class,  either  nationwide  or for the  District  of
Columbia.  Following the Court's  ruling,  the Company reached an agreement with
the plaintiff to settle and dismiss the plaintiff's  individual claims. An order
of dismissal  with  prejudice was entered on December 2, 1998.  The terms of the
settlement are confidential, but did not have a material impact on the Company's
financial position or results of operations.


Item 4.    Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of our shareholders  during the last quarter
of our fiscal year ended December 31, 1998.


                                       16
<PAGE>

                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

Incorporated  herein by reference  from the caption "Price Range of Common Stock
and Dividends" appearing in our 1998 Annual Report to Shareholders, the relevant
portion of which is attached  hereto as Exhibit 13.  Information  regarding  our
dividend policy is included in Item 7.

Item 6. Selected Financial Data.

Incorporated  herein by reference  from the caption  "Selected  Financial  Data"
appearing in our 1998 Annual  Report to  Shareholders,  the relevant  portion of
which is attached hereto as Exhibit 13.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operation.

Incorporated herein by reference from the caption  "Management's  Discussion and
Analysis of Financial Condition and Results of Operations" appearing in our 1998
Annual Report to Shareholders,  the relevant portion of which is attached hereto
as Exhibit 13.

Item 8. Financial Statements and Supplementary Data.

Our Financial  Statements and Supplementary Data for the year ended December 31,
1998,  are  incorporated  herein by  reference  from our 1998  Annual  Report to
Shareholders, the relevant portion of which is attached hereto as Exhibit 13.

Item  9.  Changes  in and  Disagreements  With  Accountants  on  Accounting  and
          Financial Disclosure.

None.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant at March 12, 1999

For non-employee  Directors,  the information required hereunder is incorporated
herein by reference from the captions  "Election of Directors" in our definitive
proxy statement to be filed with respect to our Annual Meeting of Shareholders.

The following information relates to our executive officers:
<TABLE>
<CAPTION>
Name and Age                              Positions and Offices Held and Principal Occupations or Employment During
                                                                         Past 5 Years
<S>                                      <C>
Dean Jernigan (53)                       Director, Chairman, President and Chief Executive Officer since 1984.

Christopher Marr (34)                    Chief  Financial  Officer  since August,  1998.  Vice  President,  Financial
                                         Reporting and Controller,  Storage USA, Inc.,  August,  1994 to July,  1997.
                                         Senior Vice President,  Finance and Accounting  July, 1997 to August,  1998.
                                         Senior Manager, Coopers and Lybrand, January, 1994 to August, 1994.

Larry Hohl (45)                          Executive  Vice  President  and Senior  Operating  Officer  since  September
                                         1998.  President-Boston  Market Concept, Boston Chicken, Inc., January, 1998
                                         to May,  1998,  which filed a petition under Chapter 11 of the US Bankruptcy
                                         Code on October 5, 1998. Chief Executive  Officer,  BCE West, L.P.,  August,
                                         1985 to January,  1998. Chief Executive Officer,  Antigua Sportswear,  Inc.,
                                         April, 1994 to August, 1985. Vice  President/General  Manager-Retail,  Nike,
                                         Inc., April, 1992 to April, 1994.



                                       17
<PAGE>

Douglas Chamberlain (52)                 Executive Vice President, Construction since March 1994.

Karl Haas (47)                           Executive Vice President, Management since March 1994.

Morris J. Kriger (61)                    Executive  Vice  President,  Acquisitions  since  February,  1996.  Partner,
                                         Wyatt, Tyrant & Combs law firm Memphis, TN January, 1989 to February, 1996.

John W. McConomy (49)                    Executive  Vice  President,   General  Counsel  since  August,   1998.  Vice
                                         President and  Associate  General  Counsel,  Harrah's  Entertainment,  Inc.,
                                         February,  1996  to  August,  1998.  Associate  General  Counsel,   Harrah's
                                         Entertainment, Inc. 1991-1996.

Richard B. Stern (47)                    Senior Vice President,  Development since June, 1996. Vice  President/Senior
                                         Portfolio Manager, Kemper Corporation , October, 1992 to January, 1996.

Francis C. Brown, III (35)               Senior  Vice  President,  Human  Resources  since  February  of  1998.  Vice
                                         President,  Human  Resources,  AutoZone,  Inc.  December,  1993 to February,
                                         1998.  Director,  Communications,  AutoZone,  Inc.  July,  1991 to December,
                                         1993.

Mark E. Yale (33)                        Vice  President,   Financial  Reporting  since  August  1998.  Senior  Audit
                                         Manager, Pricewaterhouse January, 1994 to July, 1998.
</TABLE>

Item 11. Executive Compensation.

Incorporated herein by reference from the caption " Executive  Compensation" and
"Indebtedness  of Executives" in our definitive proxy statement to be filed with
respect to our Annual Meeting of Shareholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

Incorporated  herein by  reference  from the caption  "Beneficial  Ownership  of
Company Common Stock" in our definitive proxy statement to be filed with respect
to our Annual Meeting of Shareholders.

Item 13. Certain Relationships and Related Transactions.

Incorporated  herein by reference from the caption  "Certain  Transactions"  and
"Indebtedness  of Executives" in our definitive proxy statement to be filed with
respect to our Annual Meeting of Shareholders.


                                       18
<PAGE>

PART IV

Item 14.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

           (a)    The following documents are filed as a part of this report and
                  are hereby  incorporated  by  reference  from our 1998  Annual
                  Report to  Shareholders,  excerpts  from  which  are  attached
                  hereto as Exhibit 13:




1.         Financial Statements:
           Report of independent accountants

           Consolidated balance sheets as of December 31, 1998 and 1997

           Consolidated  statements of operations  for the years ended  December
           31, 1998, 1997 and 1996

           Consolidated  statements  of cash flows for the years ended  December
           31, 1998, 1997 and 1996

           Consolidated  statements of shareholders'  equity for the years ended
           December 31, 1998, 1997 and 1996

           Notes to consolidated financial statements

           Supplementary information on quarterly financial data (unaudited)

           Selected Financial Data

           Schedule III, Real Estate and Accumulated Depreciation as of December
           31, 1998

           Report of Independent Accountants

         All other  schedules are omitted since the required  information is not
present or is not present in amounts  sufficient  to require  submission  of the
schedule,  or because the  information  required  is  included in the  financial
statements and notes thereto.

(b)      Reports on Form 8-K


         On October  13,  1998,  we filed our  current  report on Form 8-K.  The
filing  included  certain  information  with  respect  to  the  35  self-storage
facilities referred to in the filing.

         On December 1, 1998,  we filed an  amendment  to our Current  Report on
Form 8-K,  filed on October 13,  1998.  The  amendment  included  the  following
historical  and  pro  forma   financial   statements  with  respect  to  the  35
self-storage facilities referred to in the filing.

          Financial Statements Applicable to Real Estate Properties Acquired:

          o    Report of Independent Accountants
          o    Acquisition  Facilities  Historical  Summaries of Combined  Gross
               Revenue and Direct Operating Expenses for the year ended December
               31, 1997  (Audited),  and for the nine months ended September 30,
               1998 (Unaudited).



                                       19
<PAGE>

          o    Notes to  Historical  Summaries  of  Combined  Gross  Revenue and
               Direct Operating Expenses

          Pro Forma Financial Information:

          o    Unaudited  Pro-Forma  Combined  Condensed  Balance  Sheet  as  of
               September 30, 1998.
          o    Unaudited Pro-Forma Combined Condensed Statement of Operation for
               the nine months ended September 30, 1998.
          o    Unaudited  Pro-Forma Combined  Condensed  Statement of Operations
               for the year ended December 31, 1997.
          o    Notes  to  Unaudited   Pro-Forma  Combined  Condensed   Financial
               Statements.


(c)     Exhibits

         The following exhibits are filed as part of this report:

Exhibit No.                         Description
-----------                         -----------

          3.1       Amended  and  Restated  Charter of Storage  USA,  Inc.  (the
                    "Company"),  (filed  as  Exhibit  3.1  to  our  Registration
                    Statement on Form S-3 (File No. 333-44641), and incorporated
                    by reference herein).

          3.2*      Restated and Amended Bylaws of the Company.

          4*        Specimen Common Stock Certificate.

          10.1*     Agreement between the Company and certain executive officers
                    prohibiting conflicting self-storage interests.

          10.2*     Company's 1993 Omnibus Stock Plan.

          10.3*     SUSA Partnership,  L.P. (the  "Partnership")  401(k) Savings
                    Plan.

          10.4**    Form  of   Registration   Rights   Agreement   relating   to
                    Partnership unit issuances in 1994.

          10.5++    Form of  Agreement of General  Partners  relating to certain
                    Partnership   unit   issuances   in  1995  and  schedule  of
                    beneficiaries.

          10.6++    Form of Registration  Rights  Agreement  relating to certain
                    issuances  of  Partnership  units after 1994 and schedule of
                    beneficiaries.

          10.7++    Form of Stock Purchase Agreement in connection with the 1995
                    Employee  Stock  Purchase  and Loan Plan,  and  schedule  of
                    participants.

          10.8++    Form of Promissory Note in connection with the 1995 Employee
                    Stock Purchase and Loan Plan, and schedule of issuers.



                                       20
<PAGE>

          10.9++++  Second Amended and Restated Agreement of Limited Partnership
                    of  the  Partnership,  dated  as  September  21,  1994  (the
                    "Partnership Agreement").

          10.10     First  Amendment to the Partnership  Agreement,  dated March
                    19,  1996 (filed as Exhibit  10.3 to our  Current  Report on
                    Form  8-K/A,  filed  April  1,  1996,  and  incorporated  by
                    reference herein).

          10.11     Second Amendment to the Partnership  Agreement,  dated as of
                    June 14, 1996 (filed as Exhibit  10.0 to our Current  Report
                    on Form  8-K/A  filed July 17,  1996,  and  incorporated  by
                    reference herein).

          10.12     Third Amendment to Partnership Agreement, dated as of August
                    14, 1996 (filed as Exhibit 10.1 to our  Amendment No. 1 to a
                    Registration Statement on Form S-3 (File No. 333-04556), and
                    incorporated by reference herein).

          10.13     Strategic  Alliance  Agreement,  dated as of March 1,  1996,
                    between the Company and Security  Capital  Holdings S.A. and
                    Security  Capital U.S.  Realty (filed as Exhibit 10.1 to our
                    Current  Report on Form  8-K,  filed on April 1,  1996,  and
                    incorporated by reference herein).

          10.14     Amendment No. 1 to Strategic Alliance Agreement,  dated June
                    14, 1996, between the Company, the Partnership,  Storage USA
                    Trust,  Security  Capital U.S.  Realty and Security  Capital
                    Holdings, S.A. (filed as Exhibit 10.2 to our Amendment No. 1
                    to Registration  Statement on Form S-3 (File No. 333-04556),
                    and incorporated by reference herein).

          10.15     Registration  Rights Agreement,  dated as of March 19, 1996,
                    between the Company,  Security  Capital  Holdings,  S.A. and
                    Security  Capital U.S.  Realty (filed as Exhibit 10.2 to the
                    Company's  Current  Report  on Form  8-K,  filed on April 1,
                    1996, and incorporated by reference herein).

          10.16     Indenture,  dated November 1, 1996,  between the Partnership
                    and First  National  Bank of Chicago,  as Trustee  (filed as
                    Exhibit  10.1 to our  Current  Report on Form 8-K,  filed on
                    November 8, 1996, and incorporated by reference herein).

          10.17+    First  Amendment  to the Adoption  Agreement  for our 401(k)
                    Plan.

          10.18     Amended  and  Restated   Revolving  Credit  Agreement  dated
                    December 23, 1997 (filed as an exhibit to our current Report
                    on Form 8-K, filed on January 20, 1998,) and incorporated by
                    reference herein.

          10.19     Second Amendment to Strategic Alliance Agreement dated as of
                    November 20, 1997,  between the Company and Security Capital
                    U.S. Realty

          10.20#    Fourth   Amendment  to  the  Second   Amended  and  Restated
                    Agreement of Limited  Partnership of SUSA Partnership,  L.P.
                    dated as of November 12, 1998



                                       21
<PAGE>

          10.21     Amendment  No.  3 to 1993  Omnibus  Stock  Plan  dated as of
                    December 16, 1996

          10.22     Amendment  No.  4 to 1993  Omnibus  Stock  Plan  dated as of
                    November 4, 1998

          10.23     1996  Officers'  Stock Option Loan Program,  effective as of
                    December 16, 1996

          10.24     Form of Restricted  Stock Award pursuant to the 1993 Omnibus
                    Stock Plan

          10.25     1998 Non-Executive  Employee Stock Option Plan, effective as
                    of November 4, 1998

          10.26     Shareholder Value Plan, effective as of January 1, 1999

          10.27     Employment  Agreements  for:
                    Larry Hohl, Executive VP and Senior Operating Officer, dated
                    as of September 1, 1998,
                    John McConomy, Executive VP and General Counsel, dated as of
                    July 24, 1998,
                    Richard Stern, Senior VP,  Development,  dated as of May 15,
                    1998,
                    Morris J Kriger,  Executive  VP,  Acquisitions,  dated as of
                    December 6, 1995.


          13        Relevant  portions of our 1998 Annual Report to Shareholders
                    are filed herewith.

          21        Subsidiaries of Registrant.

          23        Consent of Independent Accountants

          27.1      Financial Data Schedule




*          Filed as an Exhibit to our Registration Statement on Form
           S-11, File No. 33-74072, as amended, and incorporated by reference
           herein.
**         Filed as an Exhibit to our Registration Statement on Form
           S-11, File No. 33-82764, as amended, and incorporated by reference
           herein.
***        Filed as an Exhibit to our Annual  Report on Form 10-K for the fiscal
           year ended December 31, 1994, and incorporated by reference herein.
+          Filed as an Exhibit to our Annual  Report on Form 10-K for the fiscal
           year ended December 31, 1995, and incorporated by reference.
++         Filed as an Exhibit to our Current  Report on Form 8-K, as amended to
           Form 8-K/A Filed  November 17, 1995,  and  incorporated  by reference
           herein.
++         Filed as an Exhibit to our Current  Report on Form 8-K, filed May 30,
           1995, and incorporated by reference herein.
++++       Filed as an Exhibit to our Registration Statement on Form
           S-3, File No. 33-91302, and incorporated by reference herein.
#          Filed as an Exhibit to our Current Report on Form 8-K, filed November
           20, 1998, and incorporated by reference here in.



                                       22
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on our
behalf by the undersigned, thereunto duly authorized.

                  STORAGE USA, INC.

                  By: /s/ Christopher P. Marr
                     ------------------------------------
                  Christopher P. Marr
                  Chief Financial Officer
                  (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
                       Signature                                       Title                              Date
                       ---------                                       -----                              ----
                  <S>                                         <C>                                     <C>
                  /s/ DEAN JERNIGAN                           Chairman of the Board of Directors      March 22, 1999
                  ------------------------                    Chief Executive Officer (Principal
                  Dean Jernigan                               Executive Officer)

                  /s/ HOWARD P. COLHOUN                       Director                                March 22, 1999
                  ------------------------
                  Howard P. Colhoun

                  /s/ RONALD BLANKENSHIP                      Director                                March 22, 1999
                  ------------------------
                  Ronald Blankenship

                  /s/ HARRY THIE                              Director                                March 22, 1999
                  ------------------------
                  Harry Thie

                  /s/ MARK JORGENSEN                          Director                                March 22, 1999
                  ------------------------
                  Mark Jorgensen

                  /s/ JOHN MCCANN                             Director                                March 22, 1999
                  ------------------------
                  John McCann

                  /s/ WILLIAM D. SANDERS                      Director                                March 22, 1999
                  ------------------------
                  William D. Sanders

                  /s/ CAROLINE MCBRIDE                        Director                                March 22, 1999
                  ------------------------
                  Caroline McBride

                  /s/ ALAN GRAF                               Director                                March 22, 1999
                  ------------------------
                  Alan Graf

</TABLE>


                                       23
<PAGE>

                                                   EXHIBIT INDEX

       Exhibit No.               Description
       -----------               -----------

          3.1       Amended  and  Restated  Charter of Storage  USA,  Inc.  (the
                    "Company"),  (filed  as  Exhibit  3.1  to  our  Registration
                    Statement on Form S-3 (File No. 333-44641), and incorporated
                    by reference herein).

          3.2*      Restated and Amended Bylaws of the Company.

          4*        Specimen Common Stock Certificate.

          10.1*     Agreement between the Company and certain executive officers
                    prohibiting conflicting self-storage interests.

          10.2*     Company's Omnibus Stock Option Plan.

          10.3*     SUSA Partnership,  L.P. (the  "Partnership")  401(k) Savings
                    Plan.

          10.4**    Form  of   Registration   Rights   Agreement   relating   to
                    Partnership unit issuances in 1994.

          10.5++    Form of  Agreement of General  Partners  relating to certain
                    Partnership issuances in 1995 and schedule of beneficiaries.

          10.6++    Form of Registration  Rights  Agreement  relating to certain
                    issuances  of  Partnership  units after 1994 and schedule of
                    beneficiaries.

          10.7++    Form of Stock Purchase Agreement in connection with the 1995
                    Employee  Stock  Purchase  and Loan Plan,  and  schedule  of
                    participants.

          10.8++    Form of Promissory Note in connection with the 1995 Employee
                    Stock Purchase and Loan Plan, and schedule of issuers.

          10.9++++  Second Amended and Restated Agreement of Limited Partnership
                    of  the  Partnership,  dated  as  September  21,  1994  (the
                    "Partnership Agreement").

          10.10     First  Amendment to the Partnership  Agreement,  dated March
                    19,  1996 (filed as Exhibit  10.3 to our  Current  Report on
                    Form 8-K, filed April 1, 1996, and incorporated by reference
                    herein).

          10.11     Second Amendment to the Partnership  Agreement,  dated as of
                    June 14, 1996 (filed as Exhibit  10.0 to our Current  Report
                    on Form  8-K/A  filed July 17,  1996,  and  incorporated  by
                    reference herein).

          10.12     Third Amendment to Partnership Agreement, dated as of August
                    14, 1996 (filed as Exhibit 10.1 to our  Amendment No. 1 to a
                    Registration Statement on Form S-3 (File No. 333-04556), and
                    incorporated by reference herein).



                                       24
<PAGE>

          10.13     Strategic  Alliance  Agreement,  dated as of March 1,  1996,
                    between the Company and Security  Capital  Holdings S.A. and
                    Security  Capital U.S.  Realty (filed as Exhibit 10.1 to our
                    Current  Report on Form  8-K,  filed on April 1,  1996,  and
                    incorporated by reference herein).

          10.14     Amendment No. 1 to Strategic Alliance Agreement,  dated June
                    14, 1996, between the Company, the Partnership,  Storage USA
                    Trust,  Security  Capital U.S.  Realty and Security  Capital
                    Holdings, S.A. (filed as Exhibit 10.2 to our Amendment No. 1
                    to Registration  Statement on Form S-3 (File No. 333-04556),
                    and incorporated by reference herein).

          10.15     Registration  Rights Agreement,  dated as of March 19, 1996,
                    between the Company,  Security  Capital  Holdings,  S.A. and
                    Security  Capital U.S.  Realty (filed as Exhibit 10.2 to the
                    Company's  Current  Report  on Form  8-K,  filed on April 1,
                    1996, and incorporated by reference herein).

          10.16     Indenture,  dated November 1, 1996,  between the Partnership
                    and First  National  Bank of Chicago,  as Trustee  (filed as
                    Exhibit  10.1 to our  Current  Report on Form 8-K,  filed on
                    November 8, 1996, and incorporated by reference herein).

          10.17+    First  Amendment  to the Adoption  Agreement  for our 401(k)
                    Plan.

          10.18     Amended  and  Restated   Revolving  Credit  Agreement  dated
                    December 23, 1997 (filed as an exhibit to our current Report
                    on Form 8-K, filed on January 20, 1998,) and incorporated by
                    reference herein.

          10.19     Second Amendment to Strategic Alliance Agreement dated as of
                    November 20, 1997,  between the Company and Security Capital
                    U.S. Realty

          10.20#    Fourth   Amendment  to  the  Second   Amended  and  Restated
                    Agreement of Limited  Partnership of SUSA Partnership,  L.P.
                    dated as of November 12, 1998

          10.21     Amendment  No. 3 to 1993  Omnibus  Stock  Plan,  dated as of
                    December 16, 1996

          10.22     Amendment  No. 4 to 1993  Omnibus  Stock  Plan,  dated as of
                    November 4, 1998

          10.23     1996  Officers'  Stock Option Loan Program,  effective as of
                    December 16, 1996

          10.24     Form of Restricted  Stock Award pursuant to the 1993 Omnibus
                    Stock Plan

          10.25     1998 Non-Executive  Employee Stock Option Plan, effective as
                    of November 4, 1998

          10.26     Shareholder Value Plan, effective as of January 1, 1999

          10.27     Employment  Agreements  for:
                    Larry Hohl, Executive VP and Senior Operating Officer, dated
                    as of September 1, 1998,
                    John McConomy, Executive VP and General Counsel, dated as of
                    July 24, 1998,
                    Richard Stern, Senior VP,  Development,  dated as of May 15,
                    1998,
                    Morris J Kriger,  Executive  VP,  Acquisitions,  dated as of
                    December 6, 1995.

          13        Relevant  portions of our 1998 Annual Report to Shareholders
                    are filed herewith.


                                       25
<PAGE>

          21        Subsidiaries of Registrant.

          23        Consent of Independent Accountants

          27.1      Financial Data Schedule




*          Filed as an Exhibit to our Registration Statement on Form
           S-11, File No. 33-74072, as amended, and incorporated by reference
           herein.
**         Filed as an Exhibit to our Registration Statement on Form
           S-11, File No. 33-82764, as amended, and incorporated by reference
           herein.
***        Filed as an Exhibit to our Annual  Report on Form 10-K for the fiscal
           year ended December 31, 1994, and incorporated by reference herein.
+          Filed as an Exhibit to our Annual  Report on Form 10-K for the fiscal
           year ended December 31, 1995, and incorporated by reference.
++         Filed as an Exhibit to our Current  Report on Form 8-K, as amended to
           Form 8-K/A Filed  November 17, 1995,  and  incorporated  by reference
           herein.
++         Filed as an Exhibit to our Current  Report on Form 8-K, filed May 30,
           1995, and incorporated by reference herein.
++++       Filed as an Exhibit to our Registration Statement on Form
           S-3, File No. 33-91302, and incorporated by reference herein.
#          Filed as an Exhibit to our Current Report on Form 8-K, filed November
           20, 1998, and incorporated by reference here in.