As filed with the Securities and Exchange Commission on June 20, 1997

                                     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 Identification Number)
   incorporation or organization)

                    10440 Little Patuxent Parkway, Suite 1100
                            Columbia, Maryland 21044
                                 (410) 730-9500
                (Address of principal executive office, including
                         zip code and telephone number)

                         STORAGE USA, INC. 1993 OMNIBUS
                                   STOCK PLAN
                            (Full title of the Plan)

                              --------------------

                                Mr. Dean Jernigan
                      Chairman and Chief Executive Officer
                                Storage USA, Inc.
                    10440 Little Patuxent Parkway, Suite 1100
                            Columbia, Maryland 21044
                                 (410) 730-9500
 (Name, address and telephone number including, area code, of agent for service)

                                 With a copy to:

                              Mr. Randall S. Parks
                                Hunton & Williams
                          Riverfront Plaza - East Tower
                              951 East Byrd Street
                          Richmond, Virginia 23219-4074
                                  804-788-8200
<TABLE>
<CAPTION>
<S> <C>
                                           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(1)     registration fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, no par              1,000,000           $39,810,000             $39.81              $12,063.64
value
-------------------------------------------------------------------------------------------------------------------
</TABLE>

     (1)  Estimated  solely for the purpose of computing the  registration  fee.
This amount was calculated based on the average of the high and low sales prices
of the Common Stock as reported on the New York Stock Exchange on June 19, 1997.



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan 
                Annual Information.

                     Not required to be filed with the  Securities  and Exchange
Commission (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,  1996,  as amended by Form 10-K/A
filed April 3, 1997;  (ii) the Company's  Quarterly  Report on Form 10-Q for the
quarter ended March 31, 1997 filed April 15, 1997;  (iii) the Company's  Current
Report on Form 8-K filed on February 18, 1997,  the Company's  Current Report on
Form 8-K filed March 14, 1997, and Company's Current Report on Form 8-K filed on
March 27, 1997, the Company's  Current Report on Form 8-K filed May 28, 1997 and
the  Company's  Current  Report  on Form  8-K  filed  May 30,  1997 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  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.,  10440 Little Patuxent  Parkway,
Suite  1100,   Columbia,   Maryland  21044,   Attention:   Secretary  (telephone
401/730-9500).

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

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 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 its 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

                                      II-1

<PAGE>



Securities Act of 1933, in the opinion of the Securities and Exchange 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  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
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy and,  therefore,  unenforceable.  The Partnership has purchased liability
insurance   for  the  purpose  of  providing  a  source  of  funds  to  pay  the
indemnification described above.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

4.1               1993 Omnibus Stock Plan  (incorporated  herein by reference to
                  the Company's  Registration  Statement on Form S-11,  File No.
                  33-74072, as amended).

4.2               Amendment No. 2 to 1993 Omnibus Stock 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
                  Exhibit 5 to the Registration Statement).

23.2              Consent of Coopers & Lybrand, L.L.P.



                                      II-2

<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;


                           (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; 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 (i) and (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 or furnished to the Commission by the Registrant pursuant
to Section 13 or 15(d) of the  Exchange Act that are  incorporated  by reference
herein.

                  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.

                  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  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 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 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,  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 Danville, Virginia, on this 20th day of June, 1997.

                                          STORAGE USA, INC.
                                               (Registrant)


                                          By:   /s/ Christopher P. Marr
                                                -----------------------
                                               Senior Vice President

                                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 June 20,  1997.  Each of the  undersigned  officers and
directors of the registrant hereby  constitutes  Christopher P. Marr 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)
                           

                                          Director
---------------------------
   Howard P. Colhoun

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

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

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

  /s/ J. Marshall Peck                    Director
---------------------------
   J. Marshall Peck

  /s/ Dennis A. Reeve                     Director
---------------------------
   Dennis A. Reeve

                                          Director
---------------------------
   William D. Sanders

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

                                      II-4

<PAGE>




                                  EXHIBIT INDEX

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

                  4.1               1993 Omnibus Stock Plan (incorporated herein
                                    by  reference to the  Company's  Registraton
                                    Statement on Form S-11,  File No.  33-74072,
                                    as amended).

                  4.2               Amendment No. 2 to 1993 Omnibus Stock 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  Exhibit  5  to  the
                                    Registration Statement).

                  23.2              Consent of Coopers & Lybrand, L.L.P.
[{"type": "S-8", "sequence": "1", "description": "1993 OMNIBUS STOCK PLAN", "secsgml_size_bytes": 19920}]
{"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": "333-29773", "film-number": "97627858"}, "business-address": {"street1": "10440 LITTLE PATUXENT PKWAY STE 1100", "city": "COLUMBIA", "state": "MD", "zip": "21044", "phone": "4107309500"}}
As filed with the Securities and Exchange Commission on June 20, 1997

                                     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 Identification Number)
   incorporation or organization)

                    10440 Little Patuxent Parkway, Suite 1100
                            Columbia, Maryland 21044
                                 (410) 730-9500
                (Address of principal executive office, including
                         zip code and telephone number)

                         STORAGE USA, INC. 1993 OMNIBUS
                                   STOCK PLAN
                            (Full title of the Plan)

                              --------------------

                                Mr. Dean Jernigan
                      Chairman and Chief Executive Officer
                                Storage USA, Inc.
                    10440 Little Patuxent Parkway, Suite 1100
                            Columbia, Maryland 21044
                                 (410) 730-9500
 (Name, address and telephone number including, area code, of agent for service)

                                 With a copy to:

                              Mr. Randall S. Parks
                                Hunton & Williams
                          Riverfront Plaza - East Tower
                              951 East Byrd Street
                          Richmond, Virginia 23219-4074
                                  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(1)     registration fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, no par              1,000,000           $39,810,000             $39.81              $12,063.64
value
-------------------------------------------------------------------------------------------------------------------
(1)  Estimated  solely for the purpose of computing the  registration  fee.
This amount was calculated based on the average of the high and low sales prices
of the Common Stock as reported on the New York Stock Exchange on June 19, 1997.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan 
                Annual Information.

                     Not required to be filed with the  Securities  and Exchange
Commission (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,  1996,  as amended by Form 10-K/A
filed April 3, 1997;  (ii) the Company's  Quarterly  Report on Form 10-Q for the
quarter ended March 31, 1997 filed April 15, 1997;  (iii) the Company's  Current
Report on Form 8-K filed on February 18, 1997,  the Company's  Current Report on
Form 8-K filed March 14, 1997, and Company's Current Report on Form 8-K filed on
March 27, 1997, the Company's  Current Report on Form 8-K filed May 28, 1997 and
the  Company's  Current  Report  on Form  8-K  filed  May 30,  1997 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  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.,  10440 Little Patuxent  Parkway,
Suite  1100,   Columbia,   Maryland  21044,   Attention:   Secretary  (telephone
401/730-9500).

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

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 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 its 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

                                      II-1
Securities Act of 1933, in the opinion of the Securities and Exchange 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  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
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy and,  therefore,  unenforceable.  The Partnership has purchased liability
insurance   for  the  purpose  of  providing  a  source  of  funds  to  pay  the
indemnification described above.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

4.1               1993 Omnibus Stock Plan  (incorporated  herein by reference to
                  the Company's  Registration  Statement on Form S-11,  File No.
                  33-74072, as amended).

4.2               Amendment No. 2 to 1993 Omnibus Stock 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
                  Exhibit 5 to the Registration Statement).

23.2              Consent of Coopers & Lybrand, L.L.P.

                                      II-2
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;

                           (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; 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 (i) and (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 or furnished to the Commission by the Registrant pursuant
to Section 13 or 15(d) of the  Exchange Act that are  incorporated  by reference
herein.

                  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.

                  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  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 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 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,  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 Danville, Virginia, on this 20th day of June, 1997.

                                          STORAGE USA, INC.
                                               (Registrant)

                                          By:   /s/ Christopher P. Marr
                                                -----------------------
                                               Senior Vice President

                                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 June 20,  1997.  Each of the  undersigned  officers and
directors of the registrant hereby  constitutes  Christopher P. Marr 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)
                           

                                          Director
---------------------------
   Howard P. Colhoun

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

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

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

  /s/ J. Marshall Peck                    Director
---------------------------
   J. Marshall Peck

  /s/ Dennis A. Reeve                     Director
---------------------------
   Dennis A. Reeve

                                          Director
---------------------------
   William D. Sanders

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

                                      II-4
EXHIBIT INDEX

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

                  4.1               1993 Omnibus Stock Plan (incorporated herein
                                    by  reference to the  Company's  Registraton
                                    Statement on Form S-11,  File No.  33-74072,
                                    as amended).

                  4.2               Amendment No. 2 to 1993 Omnibus Stock 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  Exhibit  5  to  the
                                    Registration Statement).

                  23.2              Consent of Coopers & Lybrand, L.L.P.