As filed with the Securities and Exchange Commission on February 18, 1999.

                                            Registration Statement No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                                STORAGE USA, INC.
             (Exact name of Registrant as specified in its Charter)

          Tennessee                                           62-1251239
(State or other jurisdiction of                            (I.R.S. Employer 
 incorporation or organization)                          Identification Number)

                               165 Madison Avenue
                                   Suite 1300
                            Memphis, Tennessee 38103
                                 (901) 252-2000
           (Address of principal executive office, including zip code)


         Storage USA, Inc. 1998 Non-Executive Employee Stock Option Plan
                            (Full title of the Plan)
                             ----------------------

                              Mr. John W. McConomy
                            Executive Vice President
                                Storage USA, Inc.
                               165 Madison Avenue
                                   Suite 1300
                            Memphis, Tennessee 38103
                                 (901) 252-2000
            (Name, address, including zip code, and telephone number
                   including area code, of agent for service)

                                    Copy to:

                              Mr. Randall S. Parks
                                Hunton & Williams
                          Riverfront Plaza, East Tower
                              951 East Byrd Street
                            Richmond, Virginia 23219
                                 (804) 788-8200
                              --------------------
<TABLE>
                         CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                   Proposed maximum     Proposed maximum
    Title of securities         Amount to be        offering price         aggregate            Amount of
     to be registered            registered          per share(1)        offering price      registration fee
-----------------------------------------------------------------------------------------------------------------
<S>                            <C>                      <C>               <C>                     <C>   
Common Stock,                  500,000 shares           $28.16            $14,080,000             $3,914
$.01 par value
================================================================================================================
</TABLE>
         (1) Estimated  solely for the purpose of calculating  the  registration
fee  pursuant  to Rule  457(c) of the  Securities  Act of 1933.  This amount was
calculated  based on the average of the high and low sales  prices of the Common
Stock on the New York Stock Exchange on February, 11, 1999.

================================================================================


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the  Securities  and Exchange  Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.




                                      I-1
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Storage USA, Inc. (the "Company") with
the Commission (Commission File No. 001-12910) under the Exchange Act are hereby
incorporated by reference in this Prospectus: (i) the Company's Annual Report on
Form 10-K for the period ended December 31, 1997;  (ii) the Company's  Quarterly
Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30,
1998;  (iii) the  Company's  Current  Reports on Form 8-K and Form  8-K/A  filed
January 20 and 26,  February 17, March 6, March 25, October 13, November 20, and
December 1, 1998; and (iv) the  description of the Common Stock contained in the
Company's  Registration Statement on Form 8-A filed on March 15, 1994, under the
Exchange Act, including any reports filed under the Exchange Act for the purpose
of updating such  description.  All documents  filed by the Company  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act prior to the termination
of the offering of all of the Common Stock shall be deemed to be incorporated by
reference herein.

         Any statement contained herein or in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for the purposes of this  Prospectus  to the extent that a statement
contained herein or in any other  subsequently  filed document,  as the case may
be, which also is or is deemed to be incorporated by reference herein,  modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

         The Company will  provide on request and without  charge to each person
to whom this  Prospectus  is delivered a copy  (without  exhibits) of any or all
documents  incorporated  by reference  into this  Prospectus.  Requests for such
copies should be directed to Storage USA, Inc., 165 Madison Avenue,  Suite 1300,
Memphis, TN 38103, Attention: Secretary (telephone: 901-252-2000).

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                      II-1
<PAGE>

Item 6.  Indemnification of Directors and Officers.

         The Company's Charter obligates it to indemnify and advance expenses to
present and former  directors  and officers to the maximum  extent  permitted by
Tennessee  law.  The  Tennessee  Business  Corporation  Act  ("TCBA")  permits a
corporation  to indemnify its present and former  directors and officers,  among
others, against judgments, settlements,  penalties, fines or reasonable expenses
incurred  with  respect  to a  proceeding  to which  they may be made a party by
reason  of  their  service  in those or  other  capacities  if (i) such  persons
conducted themselves in good faith, (ii) they reasonably  believed,  in the case
of conduct in their official capacities with the corporation, that their conduct
was in the Company's best interests,  and in all other cases, that their conduct
was at least not  opposed  to its best  interests;  and (iii) in the case of any
criminal proceeding,  they had no reasonable cause to believe that their conduct
was unlawful.

         Any  indemnification  by the Company  pursuant to the provisions of the
Charter described above shall be paid out of the assets of the Company and shall
not be  recoverable  from the  shareholders.  To the extent  that the  foregoing
indemnification  provisions purport to include  indemnification  for liabilities
arising under the Securities Act of 1933, in the opinion of the Commission  such
indemnification is contrary to public policy and, therefore,  unenforceable. The
Company has purchased  director and officer liability  insurance for the purpose
of providing a source of funds to pay any indemnification described above.

         The TCBA  permits the charter of a Tennessee  corporation  to include a
provision eliminating or limiting the personal liability of its directors to the
corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty as a director,  except that such  provision  cannot  eliminate or limit the
liability of a director (i) for any breach of the director's  duty of loyalty to
the  corporation  or its  shareholders,  (ii) for acts or omissions  not in good
faith or which involve intentional misconduct or a knowing violation of the law,
or (iii) for unlawful distributions that exceed what could have been distributed
without violating the TBCA or the corporation's  charter.  The Company's Charter
contains a provision  eliminating  the personal  liability  of its  directors or
officers to the  Company or its  shareholders  for money  damages to the maximum
extent permitted by Tennessee law from time to time.

         The Second Amended and Restated Agreement of Limited Partnership of the
Partnership,  as amended,  provides,  generally,  for the  indemnification of an
"indemnitee" against losses, claims,  damages,  liabilities,  judgments,  fines,
settlements and other amounts (including reasonable expenses) that relate to the
operations  of the  Partnership  unless  it is  established  that (i) the act or
omission of the Indemnitee was material and either was committed in bad faith or
pursuant  to active and  deliberate  dishonesty,  (ii) the  Indemnitee  actually
received an improper personal benefit in money,  property or services,  or (iii)
in the case of any criminal  proceeding,  the Indemnitee had reasonable cause to
believe  that the act or  omission  was  unlawful.  For this  purpose,  the term
"Indemnitee"  includes any person made a party to a proceeding  by reason of his
status as a director or officer of the Partnership, SUSA Management, Inc. or the
Company,  and such other  persons  (including  affiliates  of the Company or the
Partnership) as the Company,  may designate from time to time in its discretion.
Any such indemnification will be made only out of assets of the Partnership, and
in no event may an Indemnitee subject the limited partners of the Partnership to
personal  liability  by  reason  of  the   indemnification   provisions  in  the
Partnership Agreement.  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted pursuant to the foregoing provisions
or  otherwise,  the  Partnership  has been advised  that,  in the opinion of the
Commission,  such  indemnification  is against  public  policy  and,  therefore,
unenforceable.  The  Partnership  has  purchased  liability  insurance  for  the
purposes  of  providing a source of funds to pay the  indemnification  described
above.

         Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      II-2
<PAGE>

Item 8.  Exhibits.

Exhibit No.

      4.1   1998 Non-Executive Employee Stock Option Plan.

      5.1   Opinion of Hunton & Williams (as to the  legality of the  securities
            being registered).

      23.1  Consent of Hunton & Williams  (included  in the opinion  filed as of
            Exhibit 5.1 to the Registration Statement).

      23.2  Consent of PricewaterhouseCoopers LLP

      24.1  Power of Attorney (included on signature page).

Item 9.  Undertakings

         (a)      The undersigned registrant hereby undertakes:

                  1. To file,  during  any  period in which  offers or sales are
made, a post-effective amendment to this registration statement:

                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  registration
                           statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the registration  statement.
                           Notwithstanding   the  foregoing,   any  increase  or
                           decrease  in volume  of  securities  offered  (if the
                           total dollar value of  securities  offered  would not
                           exceed that which was  registered)  and any deviation
                           from  the low or high  end of the  estimated  maximum
                           offering  range  may  be  reflected  in the  form  of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the  aggregate,  the  changes in volume
                           and price represent no more than 20 percent change in
                           the maximum aggregate offering price set forth in the
                           "Calculation  of  Registration   Fee"  table  in  the
                           effective registration statement; and

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the registration  statement or any material change in
                           such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

                  2. That,  for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  3. To remove from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                                      II-3
<PAGE>

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act, and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act, that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant  pursuant to the  provisions  described  under Item 6
above, or otherwise,  the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities  Act, and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-4
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Memphis,  State of  Tennessee  on this  18th day of
February, 1999.

                                       STORAGE USA, INC.


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


                                POWER OF ATTORNEY

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated on February 3, 1999. Each of the undersigned  officers and
directors of the registrant  hereby  constitutes  Christopher  P. Marr,  John W.
McConomy  and  Randall  S.  Parks,  any of whom  may act,  his  true and  lawful
attorneys-in-fact  with  full  power  to sign  for  him  and in his  name in the
capacities   indicated  below  and  to  file  any  and  all  amendments  to  the
registration  statement filed herewith,  making such changes in the registration
statement as the  registrant  deems  appropriate,  and  generally to do all such
things in his name and behalf in his  capacity  as an officer  and  director  to
enable the  registrant to comply with the  provisions of the  Securities  Act of
1933 and all requirements of the Securities and Exchange Commission.
<TABLE>
<CAPTION>
                       Signature                                                Title & Capacity
                       ---------                                                ----------------
<S> <C>
          /s/ Dean Jernigan                                          Chairman of the Board, Chief Executive
    ------------------------------------------                                Officer and Director
                     Dean Jernigan                                        (Principal Executive Officer)
                                              

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

          /s/ C. Ronald Blankenship                                                 Director
    ------------------------------------------
                 C. Ronald Blankenship

          /s/ Howard P. Colhoun                                                     Director
    ------------------------------------------
                   Howard P. Colhoun

          /s/ Alan B. Graf, Jr.                                                     Director
    ------------------------------------------
                   Alan B. Graf, Jr.

          /s/ Mark Jorgensen                                                        Director
    ------------------------------------------
                    Mark Jorgensen

          /s/ John P. McCann                                                        Director
    ------------------------------------------
                    John P. McCann


                                      II-5
<PAGE>

          /s/ Caroline S. McBride                                                   Director
    ------------------------------------------
                  Caroline S. McBride

          /s/ William D. Sanders                                                    Director
    ------------------------------------------
                  William D. Sanders

          /s/ Harry J. Thie                                                         Director
    ------------------------------------------
                     Harry J. Thie

</TABLE>


                                      II-6
<PAGE>
                                  EXHIBIT INDEX

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

            4.1         1998 Non-Executive Employee Stock Option Plan.

            5.1         Opinion of Hunton & Williams  (as to the legality of the
                        securities being registered).

            23.1        Consent of Hunton & Williams  (included  in the  opinion
                        filed as of Exhibit 5.1 to the Registration Statement).

            23.2        Consent of PricewaterhouseCoopers LLP

            24.1        Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "1998 NON-EXECUTIVE EMPLOYEE STOCK OPTION PLAN", "secsgml_size_bytes": 21543}]
{"company-data": {"conformed-name": "STORAGE USA INC", "cik": "0000912116", "assigned-sic": "6798", "irs-number": "621251239", "state-of-incorporation": "TN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72557", "film-number": "99545088"}, "business-address": {"street1": "165 MADISON AVENUE SUITE 1300", "street2": "SUITE 1100", "city": "MEMPHIS", "state": "TN", "zip": "38103", "phone": "9012522000"}, "mail-address": {"street1": "165 MADISON AVENUE SUITE 1300", "street2": "SUITE 1100", "city": "MEMPHIS", "state": "TN", "zip": "38103"}}
As filed with the Securities and Exchange Commission on February 18, 1999.

                                            Registration Statement No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                                STORAGE USA, INC.
             (Exact name of Registrant as specified in its Charter)

          Tennessee                                           62-1251239
(State or other jurisdiction of                            (I.R.S. Employer 
 incorporation or organization)                          Identification Number)

                               165 Madison Avenue
                                   Suite 1300
                            Memphis, Tennessee 38103
                                 (901) 252-2000
           (Address of principal executive office, including zip code)

         Storage USA, Inc. 1998 Non-Executive Employee Stock Option Plan
                            (Full title of the Plan)
                             ----------------------

                              Mr. John W. McConomy
                            Executive Vice President
                                Storage USA, Inc.
                               165 Madison Avenue
                                   Suite 1300
                            Memphis, Tennessee 38103
                                 (901) 252-2000
            (Name, address, including zip code, and telephone number
                   including area code, of agent for service)

                                    Copy to:

                              Mr. Randall S. Parks
                                Hunton & Williams
                          Riverfront Plaza, East Tower
                              951 East Byrd Street
                            Richmond, Virginia 23219
                                 (804) 788-8200
                              --------------------

                         CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                   Proposed maximum     Proposed maximum
    Title of securities         Amount to be        offering price         aggregate            Amount of
     to be registered            registered          per share(1)        offering price      registration fee
-----------------------------------------------------------------------------------------------------------------
Common Stock,                  500,000 shares           $28.16            $14,080,000             $3,914
$.01 par value
================================================================================================================
(1) Estimated  solely for the purpose of calculating  the  registration
fee  pursuant  to Rule  457(c) of the  Securities  Act of 1933.  This amount was
calculated  based on the average of the high and low sales  prices of the Common
Stock on the New York Stock Exchange on February, 11, 1999.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the  Securities  and Exchange  Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Storage USA, Inc. (the "Company") with
the Commission (Commission File No. 001-12910) under the Exchange Act are hereby
incorporated by reference in this Prospectus: (i) the Company's Annual Report on
Form 10-K for the period ended December 31, 1997;  (ii) the Company's  Quarterly
Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30,
1998;  (iii) the  Company's  Current  Reports on Form 8-K and Form  8-K/A  filed
January 20 and 26,  February 17, March 6, March 25, October 13, November 20, and
December 1, 1998; and (iv) the  description of the Common Stock contained in the
Company's  Registration Statement on Form 8-A filed on March 15, 1994, under the
Exchange Act, including any reports filed under the Exchange Act for the purpose
of updating such  description.  All documents  filed by the Company  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act prior to the termination
of the offering of all of the Common Stock shall be deemed to be incorporated by
reference herein.

         Any statement contained herein or in a document  incorporated or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for the purposes of this  Prospectus  to the extent that a statement
contained herein or in any other  subsequently  filed document,  as the case may
be, which also is or is deemed to be incorporated by reference herein,  modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

         The Company will  provide on request and without  charge to each person
to whom this  Prospectus  is delivered a copy  (without  exhibits) of any or all
documents  incorporated  by reference  into this  Prospectus.  Requests for such
copies should be directed to Storage USA, Inc., 165 Madison Avenue,  Suite 1300,
Memphis, TN 38103, Attention: Secretary (telephone: 901-252-2000).

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                      II-1
Item 6.  Indemnification of Directors and Officers.

         The Company's Charter obligates it to indemnify and advance expenses to
present and former  directors  and officers to the maximum  extent  permitted by
Tennessee  law.  The  Tennessee  Business  Corporation  Act  ("TCBA")  permits a
corporation  to indemnify its present and former  directors and officers,  among
others, against judgments, settlements,  penalties, fines or reasonable expenses
incurred  with  respect  to a  proceeding  to which  they may be made a party by
reason  of  their  service  in those or  other  capacities  if (i) such  persons
conducted themselves in good faith, (ii) they reasonably  believed,  in the case
of conduct in their official capacities with the corporation, that their conduct
was in the Company's best interests,  and in all other cases, that their conduct
was at least not  opposed  to its best  interests;  and (iii) in the case of any
criminal proceeding,  they had no reasonable cause to believe that their conduct
was unlawful.

         Any  indemnification  by the Company  pursuant to the provisions of the
Charter described above shall be paid out of the assets of the Company and shall
not be  recoverable  from the  shareholders.  To the extent  that the  foregoing
indemnification  provisions purport to include  indemnification  for liabilities
arising under the Securities Act of 1933, in the opinion of the Commission  such
indemnification is contrary to public policy and, therefore,  unenforceable. The
Company has purchased  director and officer liability  insurance for the purpose
of providing a source of funds to pay any indemnification described above.

         The TCBA  permits the charter of a Tennessee  corporation  to include a
provision eliminating or limiting the personal liability of its directors to the
corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty as a director,  except that such  provision  cannot  eliminate or limit the
liability of a director (i) for any breach of the director's  duty of loyalty to
the  corporation  or its  shareholders,  (ii) for acts or omissions  not in good
faith or which involve intentional misconduct or a knowing violation of the law,
or (iii) for unlawful distributions that exceed what could have been distributed
without violating the TBCA or the corporation's  charter.  The Company's Charter
contains a provision  eliminating  the personal  liability  of its  directors or
officers to the  Company or its  shareholders  for money  damages to the maximum
extent permitted by Tennessee law from time to time.

         The Second Amended and Restated Agreement of Limited Partnership of the
Partnership,  as amended,  provides,  generally,  for the  indemnification of an
"indemnitee" against losses, claims,  damages,  liabilities,  judgments,  fines,
settlements and other amounts (including reasonable expenses) that relate to the
operations  of the  Partnership  unless  it is  established  that (i) the act or
omission of the Indemnitee was material and either was committed in bad faith or
pursuant  to active and  deliberate  dishonesty,  (ii) the  Indemnitee  actually
received an improper personal benefit in money,  property or services,  or (iii)
in the case of any criminal  proceeding,  the Indemnitee had reasonable cause to
believe  that the act or  omission  was  unlawful.  For this  purpose,  the term
"Indemnitee"  includes any person made a party to a proceeding  by reason of his
status as a director or officer of the Partnership, SUSA Management, Inc. or the
Company,  and such other  persons  (including  affiliates  of the Company or the
Partnership) as the Company,  may designate from time to time in its discretion.
Any such indemnification will be made only out of assets of the Partnership, and
in no event may an Indemnitee subject the limited partners of the Partnership to
personal  liability  by  reason  of  the   indemnification   provisions  in  the
Partnership Agreement.  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted pursuant to the foregoing provisions
or  otherwise,  the  Partnership  has been advised  that,  in the opinion of the
Commission,  such  indemnification  is against  public  policy  and,  therefore,
unenforceable.  The  Partnership  has  purchased  liability  insurance  for  the
purposes  of  providing a source of funds to pay the  indemnification  described
above.

         Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                      II-2
Item 8.  Exhibits.

Exhibit No.

      4.1   1998 Non-Executive Employee Stock Option Plan.

      5.1   Opinion of Hunton & Williams (as to the  legality of the  securities
            being registered).

      23.1  Consent of Hunton & Williams  (included  in the opinion  filed as of
            Exhibit 5.1 to the Registration Statement).

      23.2  Consent of PricewaterhouseCoopers LLP

      24.1  Power of Attorney (included on signature page).

Item 9.  Undertakings

         (a)      The undersigned registrant hereby undertakes:

                  1. To file,  during  any  period in which  offers or sales are
made, a post-effective amendment to this registration statement:

                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  registration
                           statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the registration  statement.
                           Notwithstanding   the  foregoing,   any  increase  or
                           decrease  in volume  of  securities  offered  (if the
                           total dollar value of  securities  offered  would not
                           exceed that which was  registered)  and any deviation
                           from  the low or high  end of the  estimated  maximum
                           offering  range  may  be  reflected  in the  form  of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the  aggregate,  the  changes in volume
                           and price represent no more than 20 percent change in
                           the maximum aggregate offering price set forth in the
                           "Calculation  of  Registration   Fee"  table  in  the
                           effective registration statement; and

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the registration  statement or any material change in
                           such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the registration statement.

                  2. That,  for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  3. To remove from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                                      II-3
(b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act, and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act, that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant  pursuant to the  provisions  described  under Item 6
above, or otherwise,  the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities  Act, and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Memphis,  State of  Tennessee  on this  18th day of
February, 1999.

                                       STORAGE USA, INC.

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

                                POWER OF ATTORNEY

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated on February 3, 1999. Each of the undersigned  officers and
directors of the registrant  hereby  constitutes  Christopher  P. Marr,  John W.
McConomy  and  Randall  S.  Parks,  any of whom  may act,  his  true and  lawful
attorneys-in-fact  with  full  power  to sign  for  him  and in his  name in the
capacities   indicated  below  and  to  file  any  and  all  amendments  to  the
registration  statement filed herewith,  making such changes in the registration
statement as the  registrant  deems  appropriate,  and  generally to do all such
things in his name and behalf in his  capacity  as an officer  and  director  to
enable the  registrant to comply with the  provisions of the  Securities  Act of
1933 and all requirements of the Securities and Exchange Commission.
Signature                                                Title & Capacity
                       ---------                                                ----------------
/s/ Dean Jernigan                                          Chairman of the Board, Chief Executive
    ------------------------------------------                                Officer and Director
                     Dean Jernigan                                        (Principal Executive Officer)
                                              

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

          /s/ C. Ronald Blankenship                                                 Director
    ------------------------------------------
                 C. Ronald Blankenship

          /s/ Howard P. Colhoun                                                     Director
    ------------------------------------------
                   Howard P. Colhoun

          /s/ Alan B. Graf, Jr.                                                     Director
    ------------------------------------------
                   Alan B. Graf, Jr.

          /s/ Mark Jorgensen                                                        Director
    ------------------------------------------
                    Mark Jorgensen

          /s/ John P. McCann                                                        Director
    ------------------------------------------
                    John P. McCann

                                      II-5
/s/ Caroline S. McBride                                                   Director
    ------------------------------------------
                  Caroline S. McBride

          /s/ William D. Sanders                                                    Director
    ------------------------------------------
                  William D. Sanders

          /s/ Harry J. Thie                                                         Director
    ------------------------------------------
                     Harry J. Thie
II-6
EXHIBIT INDEX

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

            4.1         1998 Non-Executive Employee Stock Option Plan.

            5.1         Opinion of Hunton & Williams  (as to the legality of the
                        securities being registered).

            23.1        Consent of Hunton & Williams  (included  in the  opinion
                        filed as of Exhibit 5.1 to the Registration Statement).

            23.2        Consent of PricewaterhouseCoopers LLP

            24.1        Power of Attorney (included on signature page).