SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File No. _______
NOTIFICATION OF LATE FILING
(Check One): __Form 10-K _X_Form 11-K
__Form 20-F __ Form 10-Q
Form N-SAR
For Period Ended: 12/31/96
__Transition Report on Form 10-K
__Transition Report on Form 20-F
__Transition Report on Form 11-K
__Transition Report on Form 10-Q
__Transition Report on Form N-SAR
For the Transition Period Ended:________________
Read attached instruction sheet before preparing form. Please
print or type.
Nothing in this form shall be construed to imply the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing
checked above, identify the item(s) to which the notification
related: N/A
PART I
REGISTRANT INFORMATION
Full name of registrant Storage USA, Inc.
Former name if applicable N/A
Address of principal executive office (Street and number)
10440 Little Patuxent Parkway, Suite 1100
City, state and zip code Columbia, Maryland 21044
PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks
relief pursuant to Rule 12b-25(b), the following should be
completed. (Check appropriate box.)
X (a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
X (b) The subject annual report, semi-annual report,
transition report on Form 10-K, 20-F, 11-K or Form
N-SAR, or portion thereof will be filed on or before
the 15th calendar day following the prescribed due
date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the
prescribed due date; and
__ (c) The accountant's state or other exhibit required
by Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form
10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion
thereof could not be filed within the prescribed time period.
(Attach extra sheets if needed.)
The plan administrator has been unable to provide
registrant with additional data required by Coopers & Lybrand,
LLP in preparing their audit report by the filing deadline.
Registrant expects that such data will be available by July 15,
1997.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact
in regard to this notification
Christopher P. Marr (410) 730-6137
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If
the answer is no, identify report(s).
X Yes __ No
(3) Is it anticipated that any significant change in
results of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
__ Yes X No
If so: attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot be
made.
Storage USA, Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date 6/30/97 By: /s/ Christopher P. Marr
Christopher P. Marr
Senior Vice President
