<PAGE>

     As filed with the Securities and Exchange Commission on August 7, 1995
                                                         Registration No. 33-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ______________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________

                         SHURGARD STORAGE CENTERS, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                    91-1603837
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                                1201 Third Avenue
                                   Suite 2200
                            Seattle, Washington 98101
               (Address of Principal Executive Offices)(Zip Code)


                         SHURGARD STORAGE CENTERS, INC.
        AMENDED AND RESTATED STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS

                         SHURGARD STORAGE CENTERS, INC.
                   1995 LONG-TERM INCENTIVE COMPENSATION PLAN

                            (Full title of the plans)

                                CHARLES K. BARBO
          Chairman of the Board, President and Chief Executive Officer
                         SHURGARD STORAGE CENTERS, INC.
                                1201 Third Avenue
                                   Suite 2200
                            Seattle, Washington 98101
                                 (206) 624-8100
            (Name, address and telephone number of agent for service)
                             ______________________

                                    Copy to:
                               Linda A. Schoemaker
                                  PERKINS COIE
                          1201 Third Avenue, 40th Floor
                         Seattle, Washington  98101-3099
                                 (206) 583-8888

                             ______________________
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
 Title of Securities               Number to Be          Proposed Maximum               Proposed Maximum              Amount of
  to Be Registered                  Registered      Offering Price Per Share(1)    Aggregate Offering Price(1)    Registration Fee
------------------------------------------------------------------------------------------------------------------------------------

<S>                                <C>              <C>                            <C>                            <C>
Class  A Common  Stock, par        1,940,000 (3)              $23.375                      $45,347,500                 $15,637
value  $.001 per  share (2)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

<FN>
(1)  Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
     amount of the registration fee.  The price per share is estimated to be
     $23.375 based on the average of the high ($23.50) and low ($23.25) sales
     prices for the Common Stock as traded on the New York Stock Exchange on
     August 2, 1995.

(2)  Including the associated Preferred Share Purchase Rights.

<PAGE>

(3)  Of this number, 1,760,000 shares are being registered for issuance under
     the 1995 Long-Term Incentive Compensation Plan and 180,000 shares are being
     registered for issuance under the Stock Option Plan for Nonemployee
     Directors, together with an indeterminate number of additional shares
     (including the associated Preferred Share Purchase Rights) which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the 1995 Long-Term Incentive Compensation Plan and the Stock Option Plan
     for Nonemployee Directors as the result of any future stock split, stock
     dividend or similar adjustment of the outstanding Class A Common Stock of
     the Company.
</TABLE>


                                       ii
<PAGE>

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents are hereby incorporated by reference in this
Registration Statement:

          (a)  The Company's Annual Report on Form 10-K for the year ended
               December 31, 1994;

          (b)  All other reports by the Company filed pursuant to Section 13(a)
               or 15(d) of the Securities Exchange Act of 1934, as amended (the
               "Exchange Act"), since December 31, 1994; and

          (c)  The description of the Class A Common Stock contained in the
               Registrant's Registration Statement on Form 8-A dated April 19,
               1995, as amended by Amendment No. 1 on Form 8-A/A dated April 26,
               1995 and the description of the Preferred Share Purchase Rights
               contained in the Registrant's Registration Statement on Form 8-A
               dated April 19, 1995, as amended by Amendment No. 1 on Form 8-A/A
               dated April 26, 1995, under Section 12(g) of the Exchange Act
               (Commission file no. 1-11455), including any amendments or
               reports filed for the purpose of updating such descriptions.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment, which indicates that the securities offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article 13 of the Registrant's Certificate of Incorporation provides that
directors of the Registrant shall not be liable to the Registrant or its
stockholders for monetary damages for their conduct as directors to the full
extent permitted by the Delaware General Corporation Law ("Delaware Law") as it
existed at the time the Certificate of Incorporation was adopted, and as it may
thereafter be amended.  Any amendment to or repeal of Article 13 shall apply
only to acts or omissions of directors occurring after such amendment or repeal.

     The Registrant's By-Laws provide that the Registrant shall indemnify and
hold harmless its directors and officers to the fullest extent permitted under
Delaware Law or by any other applicable law against all litigation expenses,
judgments, fines and settlement amounts incurred in connection with their
service or status as directors and officers.  Such indemnification also extends
to liabilities arising from actions taken by directors or officers when serving
at the request of the Registrant as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise.

     Section 145 of Delaware Law, as currently in effect, sets forth the
indemnification rights of directors and officers of Delaware corporations.
Under such provision, a director or officer of a corporation (i) shall be
indemnified by the corporation for all expenses of litigation or other legal
proceedings when he or she is successful on the merits or otherwise, (ii) may be
indemnified by the corporation for the expenses, judgments, fines and amounts
paid in settlement of such litigation (other than a derivative suit), even if he
or she is not successful on the merits, if he or she acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation (and, in the case of a criminal proceeding, had no
reason to believe his or her conduct was unlawful), and (iii) may be indemnified
by the corporation for the expenses of a derivative suit (a suit by a
stockholder alleging a breach by a director or an officer of a duty owed to the
corporation), even if he or she is not successful on the merits, if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation, provided that no such
indemnification may be made in accordance with this clause (iii) if the director
or officer is adjudged liable to the corporation, unless a court determines
that, despite such adjudication but in view of all the circumstances, he or she
is fairly and reasonably entitled to indemnification of such expenses.  The
indemnification described in clauses (ii) and (iii) above shall be made only
upon a determination by (A) a majority of a quorum of disinterested directors,
(B) independent

                                     II-1

<PAGE>

legal counsel in a written opinion, or (C) the stockholders, that
indemnification is proper because the applicable standard of conduct has been
met.

     The effect of the indemnification provisions contained in the Registrant's
By-Laws is to require the Registrant to indemnify its directors and officers
under circumstances where such indemnification would otherwise be discretionary
and to extend to the Registrant's directors and officers the benefits of
Delaware Law dealing with director and officer indemnification, as well as any
future changes that might occur under Delaware Law in this area.

     The Registrant's By-Laws state that the indemnification rights granted
thereunder are not exclusive of any other indemnification rights to which the
director or officer may otherwise be entitled.  As permitted by Section 145(g)
of Delaware Law, the By-Laws also authorize the Registrant to purchase directors
and officers insurance for the benefit of its directors and officers,
irrespective of whether the Registrant has the power to indemnify such persons
under Delaware Law.  The Registrant currently maintains such insurance as
allowed by these provisions.

ITEM 8.  EXHIBITS

  Exhibit
  Number                                Description
-----------  -------------------------------------------------------------------
   5.1       Opinion of Perkins Coie regarding legality of the Class A Common
             Stock being registered

  23.1       Consent of Deloitte & Touche (included on page II-5)

  23.2       Consent of Perkins Coie (included in opinion filed as Exhibit 5.1)

  24.1       Powers of Attorney (see Signature Page)

  99.1       1995 Long-Term Incentive Compensation Plan

  99.2       Amended and Restated Stock Option Plan for Nonemployee Directors

ITEM 9.  UNDERTAKINGS

A.   The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

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

          (ii)   To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration
Statement; and

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

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above 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 this Registration Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act, 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.

                                     II-2

<PAGE>

     (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.

B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the 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-3

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Seattle, State of Washington, on the 26th day of
July, 1995.

                                 SHURGARD STORAGE CENTERS, INC.

                                 By   CHARLES K. BARBO
                                   ----------------------------------------
                                      Charles K. Barbo,
                                      Chairman of the Board, President and
                                      Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose individual signature appears below hereby authorizes and
appoints Charles K. Barbo and Harrell L. Beck, and each of them, with full power
of substitution and full power to act without the other, as his true and lawful
attorney-in-fact and agent to act in his name, place and stead and to execute in
the name and on behalf of each person, individually and in each capacity stated
below, and to file, any and all amendments to this Registration Statement,
including any and all post-effective amendments with the Securities and Exchange
Commission or any regulatory authority.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated below on the 26th day of July, 1995.

           SIGNATURE                                 TITLE
           ---------                                 -----

       Charles K. Barbo            Chairman of the Board, President and Chief
------------------------------                 Executive Officer
       CHARLES K. BARBO                  (Principal Executive Officer)

        Harrell L. Beck         Senior Vice President, Chief Financial Officer,
------------------------------              Treasurer and Director
        HARRELL L. BECK          (Principal Financial and Accounting Officer)

       Dan Kourkoumelis                            Director
------------------------------
       DAN KOURKOUMELIS

        Donald W. Lusk                             Director
------------------------------
        DONALD W. LUSK

       Wendell J. Smith                            Director
------------------------------
       WENDELL J. SMITH

                                     II-4

<PAGE>

                          INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
of Shurgard Storage Centers, Inc. on Form S-8 of our report dated February 9,
1995 (March 24, 1995 as to Notes E and N), appearing in the Annual Report on
Form 10-K of Shurgard Storage Centers, Inc. for the year ended December 31,
1994.

DELOITTE & TOUCHE LLP
Seattle, Washington
August 4, 1995

                                     II-5

<PAGE>

                                INDEX TO EXHIBITS


  Exhibit
   Number                          Description
-----------  -------------------------------------------------------------------
    5.1      Opinion of Perkins Coie regarding legality of the Class A Common
             Stock being registered. . . . . . . . . . . . . . . . . . . . . . .
   23.1      Consent of Deloitte & Touche (included on page II-5). . . . . . . .
   23.2      Consent of Perkins Coie (included in Exhibit 5.1) . . . . . . . . .
   24.1      Power of Attorney (see Signature Page). . . . . . . . . . . . . . .
   99.1      1995 Long-Term Incentive Compensation Plan. . . . . . . . . . . . .
   99.2      Amended and Restated Stock Option Plan for Nonemployee Directors. .
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18846}]
As filed with the Securities and Exchange Commission on August 7, 1995
                                                         Registration No. 33-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ______________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________

                         SHURGARD STORAGE CENTERS, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                    91-1603837
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                                1201 Third Avenue
                                   Suite 2200
                            Seattle, Washington 98101
               (Address of Principal Executive Offices)(Zip Code)

                         SHURGARD STORAGE CENTERS, INC.
        AMENDED AND RESTATED STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS

                         SHURGARD STORAGE CENTERS, INC.
                   1995 LONG-TERM INCENTIVE COMPENSATION PLAN

                            (Full title of the plans)

                                CHARLES K. BARBO
          Chairman of the Board, President and Chief Executive Officer
                         SHURGARD STORAGE CENTERS, INC.
                                1201 Third Avenue
                                   Suite 2200
                            Seattle, Washington 98101
                                 (206) 624-8100
            (Name, address and telephone number of agent for service)
                             ______________________

                                    Copy to:
                               Linda A. Schoemaker
                                  PERKINS COIE
                          1201 Third Avenue, 40th Floor
                         Seattle, Washington  98101-3099
                                 (206) 583-8888

                             ______________________
                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
 Title of Securities               Number to Be          Proposed Maximum               Proposed Maximum              Amount of
  to Be Registered                  Registered      Offering Price Per Share(1)    Aggregate Offering Price(1)    Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Class  A Common  Stock, par        1,940,000 (3)              $23.375                      $45,347,500                 $15,637
value  $.001 per  share (2)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
     amount of the registration fee.  The price per share is estimated to be
     $23.375 based on the average of the high ($23.50) and low ($23.25) sales
     prices for the Common Stock as traded on the New York Stock Exchange on
     August 2, 1995.

(2)  Including the associated Preferred Share Purchase Rights.
(3)  Of this number, 1,760,000 shares are being registered for issuance under
     the 1995 Long-Term Incentive Compensation Plan and 180,000 shares are being
     registered for issuance under the Stock Option Plan for Nonemployee
     Directors, together with an indeterminate number of additional shares
     (including the associated Preferred Share Purchase Rights) which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the 1995 Long-Term Incentive Compensation Plan and the Stock Option Plan
     for Nonemployee Directors as the result of any future stock split, stock
     dividend or similar adjustment of the outstanding Class A Common Stock of
     the Company.
ii
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents are hereby incorporated by reference in this
Registration Statement:

          (a)  The Company's Annual Report on Form 10-K for the year ended
               December 31, 1994;

          (b)  All other reports by the Company filed pursuant to Section 13(a)
               or 15(d) of the Securities Exchange Act of 1934, as amended (the
               "Exchange Act"), since December 31, 1994; and

          (c)  The description of the Class A Common Stock contained in the
               Registrant's Registration Statement on Form 8-A dated April 19,
               1995, as amended by Amendment No. 1 on Form 8-A/A dated April 26,
               1995 and the description of the Preferred Share Purchase Rights
               contained in the Registrant's Registration Statement on Form 8-A
               dated April 19, 1995, as amended by Amendment No. 1 on Form 8-A/A
               dated April 26, 1995, under Section 12(g) of the Exchange Act
               (Commission file no. 1-11455), including any amendments or
               reports filed for the purpose of updating such descriptions.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment, which indicates that the securities offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article 13 of the Registrant's Certificate of Incorporation provides that
directors of the Registrant shall not be liable to the Registrant or its
stockholders for monetary damages for their conduct as directors to the full
extent permitted by the Delaware General Corporation Law ("Delaware Law") as it
existed at the time the Certificate of Incorporation was adopted, and as it may
thereafter be amended.  Any amendment to or repeal of Article 13 shall apply
only to acts or omissions of directors occurring after such amendment or repeal.

     The Registrant's By-Laws provide that the Registrant shall indemnify and
hold harmless its directors and officers to the fullest extent permitted under
Delaware Law or by any other applicable law against all litigation expenses,
judgments, fines and settlement amounts incurred in connection with their
service or status as directors and officers.  Such indemnification also extends
to liabilities arising from actions taken by directors or officers when serving
at the request of the Registrant as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise.

     Section 145 of Delaware Law, as currently in effect, sets forth the
indemnification rights of directors and officers of Delaware corporations.
Under such provision, a director or officer of a corporation (i) shall be
indemnified by the corporation for all expenses of litigation or other legal
proceedings when he or she is successful on the merits or otherwise, (ii) may be
indemnified by the corporation for the expenses, judgments, fines and amounts
paid in settlement of such litigation (other than a derivative suit), even if he
or she is not successful on the merits, if he or she acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation (and, in the case of a criminal proceeding, had no
reason to believe his or her conduct was unlawful), and (iii) may be indemnified
by the corporation for the expenses of a derivative suit (a suit by a
stockholder alleging a breach by a director or an officer of a duty owed to the
corporation), even if he or she is not successful on the merits, if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation, provided that no such
indemnification may be made in accordance with this clause (iii) if the director
or officer is adjudged liable to the corporation, unless a court determines
that, despite such adjudication but in view of all the circumstances, he or she
is fairly and reasonably entitled to indemnification of such expenses.  The
indemnification described in clauses (ii) and (iii) above shall be made only
upon a determination by (A) a majority of a quorum of disinterested directors,
(B) independent

                                     II-1
legal counsel in a written opinion, or (C) the stockholders, that
indemnification is proper because the applicable standard of conduct has been
met.

     The effect of the indemnification provisions contained in the Registrant's
By-Laws is to require the Registrant to indemnify its directors and officers
under circumstances where such indemnification would otherwise be discretionary
and to extend to the Registrant's directors and officers the benefits of
Delaware Law dealing with director and officer indemnification, as well as any
future changes that might occur under Delaware Law in this area.

     The Registrant's By-Laws state that the indemnification rights granted
thereunder are not exclusive of any other indemnification rights to which the
director or officer may otherwise be entitled.  As permitted by Section 145(g)
of Delaware Law, the By-Laws also authorize the Registrant to purchase directors
and officers insurance for the benefit of its directors and officers,
irrespective of whether the Registrant has the power to indemnify such persons
under Delaware Law.  The Registrant currently maintains such insurance as
allowed by these provisions.

ITEM 8.  EXHIBITS

  Exhibit
  Number                                Description
-----------  -------------------------------------------------------------------
   5.1       Opinion of Perkins Coie regarding legality of the Class A Common
             Stock being registered

  23.1       Consent of Deloitte & Touche (included on page II-5)

  23.2       Consent of Perkins Coie (included in opinion filed as Exhibit 5.1)

  24.1       Powers of Attorney (see Signature Page)

  99.1       1995 Long-Term Incentive Compensation Plan

  99.2       Amended and Restated Stock Option Plan for Nonemployee Directors

ITEM 9.  UNDERTAKINGS

A.   The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

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

          (ii)   To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration
Statement; and

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

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above 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 this Registration Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act, 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.

                                     II-2
(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.

B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the 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-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Seattle, State of Washington, on the 26th day of
July, 1995.

                                 SHURGARD STORAGE CENTERS, INC.

                                 By   CHARLES K. BARBO
                                   ----------------------------------------
                                      Charles K. Barbo,
                                      Chairman of the Board, President and
                                      Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose individual signature appears below hereby authorizes and
appoints Charles K. Barbo and Harrell L. Beck, and each of them, with full power
of substitution and full power to act without the other, as his true and lawful
attorney-in-fact and agent to act in his name, place and stead and to execute in
the name and on behalf of each person, individually and in each capacity stated
below, and to file, any and all amendments to this Registration Statement,
including any and all post-effective amendments with the Securities and Exchange
Commission or any regulatory authority.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated below on the 26th day of July, 1995.

           SIGNATURE                                 TITLE
           ---------                                 -----

       Charles K. Barbo            Chairman of the Board, President and Chief
------------------------------                 Executive Officer
       CHARLES K. BARBO                  (Principal Executive Officer)

        Harrell L. Beck         Senior Vice President, Chief Financial Officer,
------------------------------              Treasurer and Director
        HARRELL L. BECK          (Principal Financial and Accounting Officer)

       Dan Kourkoumelis                            Director
------------------------------
       DAN KOURKOUMELIS

        Donald W. Lusk                             Director
------------------------------
        DONALD W. LUSK

       Wendell J. Smith                            Director
------------------------------
       WENDELL J. SMITH

                                     II-4
INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
of Shurgard Storage Centers, Inc. on Form S-8 of our report dated February 9,
1995 (March 24, 1995 as to Notes E and N), appearing in the Annual Report on
Form 10-K of Shurgard Storage Centers, Inc. for the year ended December 31,
1994.

DELOITTE & TOUCHE LLP
Seattle, Washington
August 4, 1995

                                     II-5
INDEX TO EXHIBITS

  Exhibit
   Number                          Description
-----------  -------------------------------------------------------------------
    5.1      Opinion of Perkins Coie regarding legality of the Class A Common
             Stock being registered. . . . . . . . . . . . . . . . . . . . . . .
   23.1      Consent of Deloitte & Touche (included on page II-5). . . . . . . .
   23.2      Consent of Perkins Coie (included in Exhibit 5.1) . . . . . . . . .
   24.1      Power of Attorney (see Signature Page). . . . . . . . . . . . . . .
   99.1      1995 Long-Term Incentive Compensation Plan. . . . . . . . . . . . .
   99.2      Amended and Restated Stock Option Plan for Nonemployee Directors. .