STORAGE USA INC
8-K, 1997-02-18
REAL ESTATE INVESTMENT TRUSTS
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                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                             FORM 8-K

                          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 18, 1997  (December 31, 1996)  
                  

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


     Tennessee              001-12910         62-1251239

           

        
(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>                             

Item 5:    Other Events

     In a press release dated January 29, 1997, the Company
announced its results of operations 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 $13,344,000, an
increase of 5,199,000 or 63.8%, compared to $8,145,000 for the
fourth quarter of 1995.  Net income per share was $0.54 for the
fourth quarter of 1996, a 17.4% increase over the $0.46 per share
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 $43,526,000, an
increase of $14,373,000, or 49.3%, compared to the net income of
$29,153,000 for the year ended December 31, 1995.  Net income per
share was $2.09 for the year ended December 31, 1996, an 11.8%
increase over the $1.87 per share for 1995.

     Funds from operations for the fourth quarter of 1996 were
$16,742,000 versus $10,453,000 for the fourth quarter of 1995. 
For the year ended December 31, 1996, funds from operations were
$54,572,000 versus $36,452,000 for 1995.

     At December 31, 1996, the average occupancy of the 242
facilities owned by the Company was 86% physical and 79% economic
with an average rent per square foot of $9.73.  For the 153 comparable
facilities owned by the Company 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 Company 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,
Storage USA has acquired two facilities totalling 143,000 square
feet at a cost of $5,100,000.  The Company 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, Storage USA
opened two newly constructed facilities in northern Virginia
totalling 123,000 square feet for a cost of $9,268,000.  During
the year the Company 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 Company 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 18, 1997
         

                                  STORAGE USA, INC.

                
           

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





<TABLE>
                        STORAGE USA, INC.
              CONSOLIDATED STATEMENT OF OPERATIONS
                           (unaudited)
              (in thousands, except per share 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         (927)       (379)        (2,842)    (1,491)
Net income             $13,344      $8,145        $43,526    $29,153
Net income per share     $0.54       $0.46          $2.09      $1.87
Weighted average 
  shares outstanding    24,654      17,562         20,861     15,612

</TABLE>

<PAGE>

<TABLE>

                        STORAGE USA, INC.
   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
                      <F1>          <F1>           <F1>            <F1>

<S>                  <C>            <C>            <C>             <C>
Funds from
  Operations 
  Attributable
  to Company
  Shareholders:

Net Income          $13,344        $8,145         $43,238        $29,153
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     16,973        10,584          55,256         36,786
Minority interest
  share of
  depreciation
  and 
  amortization         (231)         (131)           (684)          (334)
FFO available to 
  Company 
  shareholders      $16,742       $10,453         $54,572        $36,452

<FN>

<F1>

     The impact of conforming to the amended definition of Funds from
operations (FFO) published by the National Association of Real Estate
Investment Trusts and effective in 1996 was to reduce FFO available to Company
shareholders by approximately $178,000 and $601,000, and $456,000 and $953,000
for the three months and year ended December 31, 1996 and 1995, respectively. 
The reductions relate to amortization of loan fees and depreciation of non-
revenue producing assets.

</FN>

</TABLE>

<PAGE>

<TABLE>
                        STORAGE USA, INC.
              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             $845,384        $509,525

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

7.125% Notes, 2003       $100,000

Mortgages payable        $ 45,724        $  6,670

Total liabilities        $270,257        $151,338

Total shareholders' 
  equity                 $575,127        $358,187

Shares outstanding         24,723          17,562

Operating partnership 
  units outstanding         1,904           1,025

Total shares and units 
  outstanding at end 
  of period                26,627          18,587

Total weighted average
   shares outstanding 
   (year ended)            20,861          15,612

Total weighted average 
   units outstanding        1,290             720
                                                                 
</TABLE>



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