SUSA PARTNERSHIP LP
8-K/A, 1997-02-28
REAL ESTATE INVESTMENT TRUSTS
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                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                             FORM 8-K/A

                          CURRENT REPORT
Pursuant to Section 13 OR 15(b) of The Securities Exchange 
Act of 1934


         Date of Report (Date of earliest event reported) 
              February 28, 1997  (December 31, 1996)  
                  

                      SUSA Partnership, L.P.
     (Exact name of registrant as specified in its charter) 


     Tennessee              333-03344         62-1554135

           

        
(State or other            (Commission     (IRS Employer
jurisdiction               File Number)    Identification No.)
of incorporation)



10440 Little Patuxent Parkway, Suite 1100,          21044
Columbia, Maryland 
                           
(Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code (410) 730-9500

      
<PAGE>                             


Note:     The purpose of this Form 8K/A is to amend 
          Item 5 of the Form 8-K filed on
          February 18, 1997, to correct certain 
          immaterial errors contained therein.

Item 5:    Other Events

     The attached exhibit provides selected financial data for 
SUSA Partnership, L.P. for the fourth quarter and year ended 
December 31, 1996.  Revenues for the fourth quarter of
1996, were $32,391,000, an increase of $11,820,000 or 57.5%,
compared to $20,571,000 for the fourth quarter of 1995.  Net
income for the fourth quarter of 1996 was $14,254,000, an
increase of 5,804,000 or 68.7%, compared to $8,450,000 for the
fourth quarter of 1995.  Net income per unit was $0.54 for the
fourth quarter of 1996, a 17.4% increase over the $0.46 per unit
for the same period of 1995.

     Revenues for the year ended December 31, 1996, were
$107,517,000, an increase of $39,510,000, or 58.1%, compared to
the $68,007,000 for the year ended December 31, 1995.  Net income
for the year ended December 31, 1996, was $46,211,000, an
increase of $15,291,000, or 51.9%, compared to the net income of
$30,420,000 for the year ended December 31, 1995.  Net income per
unit was $2.09 for the year ended December 31, 1996, an 11.8%
increase over the $1.87 per unit for 1995.

     Funds from operations for the fourth quarter of 1996 were
$17,883,000 versus $10,889,000 for the fourth quarter of 1995. 
For the year ended December 31, 1996, funds from operations were
$57,941,000 versus $38,053,000 for 1995.

     At December 31, 1996, the average occupancy of the 242
facilities owned by the Partnership was 86% physical and 79% 
economic with an average rent per square foot of $9.73.  For the 
153 comparable facilities owned by the Partnership since December 
31, 1995, average occupancy was 87% physical and 80% economic 
compared to 88% physical and 81% economic a year ago.  Average 
rent per square foot for the 153 facilities increased 7.5%, 
rising to $9.61 from $8.94 a year ago.

     During the year, the Partnership acquired 82 facilities
totalling 5,401,000 square feet for a cost of approximately 
$304,000,000, including the issuance of 901,374 operating 
partnership units valued at $30,728,000.  Subsequent to the 
end of the year, the Partnership has acquired two facilities 
totalling 143,000 square feet at a cost of $5,100,000.  The 
Partnership currently has contracts not previously announced 
to acquire two facilities at an aggregate cost $5,000,000.

     In addition to its acquisitions during the year, the 
Partnership opened two newly constructed facilities in 
northern Virginia totalling 123,000 square feet for a cost 
of $9,268,000.  During the year the Partnership completed five 
expansions to exisiting facilities in Sarasota and North 
Lauderdale, FL, Memphis, TN, Albuquerque, NM, and Wethersfield, 
CT, totaling 129,000 square feet. The Partnership currently 
has plans to develop 21 new facilities containing 1,650,000 
square feet, primarily in the Washington, DC, San Francisco, 
CA and Memphis, TN areas.  Of these, 12 projects are under 
construction or in construction planning, with expected costs 
totaling $46,000,000 and completion dates anticipated to range 
from the second quarter of 1997 through the first quarter of 1998.
Expansions are planned for 23 existing facilities, and of 
these, 18 are under way with planned completion dates ranging 
from the second to fourth quarters of 1997.  Estimated costs 
and square feet of the 18 expansions under way are $12,800,000 
and 320,000, respectively.

Item 7:    Financial Statements and Exhibits


(c)Exhibits

   Exhibit         Description

     99.0        Summary consolidated financial informatiom for   
                 the year ended December 31, 1997

<PAGE>


                         SIGNATURES


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

      

                                  DATED: February 28, 1997
         

                                  SUSA PARTNERSHIP, L.P.

                
           

                                  By: /s/ Christopher P. Marr     
                                  Christopher P. Marr
                                  Vice President-Financial        
                                  Reporting and Controller
                                  





<TABLE>
                        SUSA PARTNERSHIP, L.P.
              CONSOLIDATED STATEMENT OF OPERATIONS
                           (unaudited)
              (in thousands, except per unit data)

<CAPTION>
                    Three months  Three months
                       Ended        Ended      Year Ended  Year Ended
                      Dec. 31      Dec. 31       Dec. 31     Dec. 31
                       1996          1995         1996        1995   

  <S>                 <C>           <C>          <C>           <C>

Property Revenue:
Rental Income          $31,695     $20,168       $105,091    $66,455
Management Income          141         264            701      1,072
Other Income               555         139          1,725        480
  Total Property
  Revenues              32,391      20,571        107,517     68,007

Property Expenses:
Cost of property 
  operations             8,296       5,593         28,235     18,471
Taxes                    2,740       1,567          8,903      4,900
General & administ-
  rative                 1,055         762          4,122      2,568
Depreciation/
  amortization           3,807       2,895         12,620      8,586
  Total Property 
    Expenses            15,898      10,817         53,880     34,525
Income from Property
  Operations            16,493       9,754         53,637     33,482

Other Income
  (expenses)
  Interest expense      (2,402)     (1,338)        (8,244)    (3,004)
  Interest income          180         108            687        166
Income before 
  minority interest
  and gain on 
  investment            14,271       8,524         46,080     30,644
Gain on Investment                                    288           
Income before 
  minority interest     14,271       8,524         46,368     30,644
Minority interest          (17)        (74)          (157)      (224)
Net income             $14,254      $8,450        $46,211    $30,420
Net income per unit      $0.54       $0.46          $2.09      $1.87
Weighted average 
  units outstanding     26,336      18,438         22,158     16,294

</TABLE>

<PAGE>

<TABLE>

                        SUSA PARTNERSHIP, L.P.
   FUNDS FROM OPERATIONS COMPUTED UNDER THE AMENDED DEFINITION
                           (unaudited)
                          (in thousands)

<CAPTION>

                                 Revised Three
                  Three Months      Months                     Revised Year
                     Ended          Ended        Year Ended        Ended
                 Dec. 31, 1996   Dec. 31, 1995  Dec. 31, 1996  Dec. 31, 1995

<S>                  <C>            <C>            <C>             <C>


Net Income          $14,254        $8,450         $45,923        $30,420
Depreciation of
  revenue 
  producing
  property            3,629         2,304          11,865          6,996
Amortization 
  of lease 
  guarantees              0            72              70            385
Amortization of
  non-compete             0            63              83            252
Consolidated FFO     17,883        10,889          57,941         38,053


</TABLE>

<PAGE>

<TABLE>
                        SUSA PARTNERSHIP, L.P.
              FINANCIAL AND OPERATIONAL HIGHLIGHTS
                         (in thousands)

<CAPTION>

                     Quarter          Quarter       Year         Year
Same Store            ended            ended        ended        ended
Results              Dec. 31,         Dec. 31,     Dec. 31,     Dec. 31,
(% growth):           1996             1995          1996         1995   
 
 <S>                <C>                <C>          <C>           <C>

Revenues          $20,630 (6.6%)      $19,348    $52,963 (7.7%)  $49,190

NOI               $14,420 (7.1%)      $13,463    $36,606 (5.7%)  $34,630 

<CAPTION>

Selected                   As of           As of 
Financial                 Dec. 31,        Dec. 31,
Data:                      1996            1995   

  <S>                       <C>            <C>
Investment
  in storage
  facilities
  at cost                $855,855        $509,297

Total assets             $845,409        $509,525

Line of credit
  borrowings             $ 52,730        $107,605

7.125% Notes, 2003       $100,000

Mortgages payable        $ 45,724        $  6,670

Total liabilities        $212,306        $124,389

Total partnership
  capital                $633,103        $385,136

Operating partnership 
  units outstanding 
  at end of period         26,627          18,587

                                                                 
</TABLE>



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