SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUSA PARTNERSHIP, L.P.
(Exact name of registrant as specified in its charter)
Tennessee 62-1554135
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
10440 Little Patuxent Parkway, Suite 1100
Columbia, Maryland 21004
(Address of principal executive offices, including zip code)
___________________________
If this form relates to If this form related to
the registration of a the registration of a class
class of debt securities of debt securities and is
and is effective upon to become effective
filing pursuant to simultaneously with the
General Instruction effectiveness of a
A(c)(1), please check concurrent registration
the following box: [X] statement under the
Securities Act of 1933
pursuant to General
Instruction A(c)(2),
please check the following
box [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be
registered
SUSA Partnership, L.P. 7.125% New York Stock Exchange
Notes due November 1, 2003
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Note: The purpose of this amendment is to include the stated
maturity and interest rate on the debt securities previously
registered.
Item 1. Description of Registrant's Securities to be Registered
A description of the 7.125% Notes due November 1, 2003,
of SUSA Partnership, L.P. (the "Partnership"), is set
forth under "Description of Notes," appearing on pages
S-28 through S-32 of the Prospectus Supplement,
dated November 4, 1996, and under "Description of Debt
Securities," appearing on pages 3 through 15 of the
accompanying Prospectus, which, together with the
Prospectus Supplement, was filed by the Partnership with
the Securities and Exchange Commission pursuant to Rule
424(b) on November 4, 1996 under the Securities Act of
1933 and is incorporated by reference herein.
Item 2. Exhibits
All exhibits required by Instruction II to Item 2 will be
supplied to the New York Exchange.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this amendment to be signed on its behalf by the undersigned,
thereto duly authorized.
SUSA PARTNERSHIP, L.P.
a Tennessee limited partnership
By: Storage USA, Inc.,
a Tennessee corporation,
its general partner
/s/ Thomas E. Robinson
Dated: November 25, 1996 By: Thomas E. Robinson
President and Chief
Financial Officer
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