<PAGE>

      As filed with the Securities and Exchange Commission on June 12, 2000

                                           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)

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


          Storage USA, Inc. 1995 Employee Stock Purchase and Loan Plan
                            (Full title of the Plan)
                             ----------------------

                              Mr. John W. McConomy
             Executive Vice President, General Counsel and Secretary
                                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
<TABLE>
<CAPTION>
================================================================================================================
                                                   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>
Common Stock,                  500,000 shares           $30.125           $15,125,000             $3977
$.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 June 5, 2000.
================================================================================
<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.


                                       2
<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, 1999; (ii) the Company's Quarterly
Report on 10-Q for the period ending March 31, 2000; (iii) the Company's Current
Report on Form 8-K filed May 2, 2000, 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               1995 Employee Stock Purchase and Loan Plan (filed as
                           an exhibit to Post-Effective Amendment No. 1 to the
                           Company's Registration Statement on Form S-8,
                           File No. 333-78735).

         4.2               Form of Stock Purchase Agreement in connection with
                           the 1995 Employee Stock Purchase and Loan Plan (filed
                           as an Exhibit to the Company's current report on Form
                           8-K, as amended by Form 8-K/A, filed with the
                           Commission on November 17, 1995, and incorporated by
                           reference herein).

         4.3               Form of Promissory Note in connection with the 1995
                           Employee Stock Purchase and Loan Plan (filed as an
                           Exhibit to the Company's current report on Form 8-K,
                           as amended by Form 8-K/A, filed with the Commission
                           on November 17, 1995, and incorporated by reference
                           herein)

         4.4               Amendment  No. 1 to 1995 Employee  Stock  Purchase
                           and Loan Plan (filed as an Exhibit to the Company's
                           Registration  Statement on Form S-8, File No.
                           333-29753,  and incorporated by reference herein).

         4.5               Amendment No. 2 to 1995 Employee Stock Purchase and
                           Loan Plan (filed as an Exhibit to the Company's
                           Registration Statement on Form S-8, File No.
                           333-78735, and incorporated by reference herein).

         4.6               Amendment  No. 3 to 1995 Employee  Stock  Purchase
                           and Loan Plan (filed as an Exhibit to the Company's
                           Quarterly report on Form 10-Q for the quarter ended
                           September 30, 1999, and incorporated by reference
                           herein).

         4.7               Amendment No. 4 to 1995 Employee Stock Purchase and
                           Loan 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 5.1 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)

                                      II-3
<PAGE>

                                    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.

         (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 12th day of June,
2000.

                                        STORAGE USA, INC.


                                        By: /s/ John W. McConomy
                                            Name:  John W. McConomy
                                            Title: Executive Vice President,
                                                   General Counsel and Secretary


                                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 12, 2000. 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
         -----------------------------------
                     Dean Jernigan                                       Officer, President and Director
                                                                          (Principal Executive Officer)

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

         /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
</TABLE>
<PAGE>

<TABLE>
<S>     <C>

         /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>
<PAGE>

                                  EXHIBIT INDEX


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

         4.1               1995 Employee Stock Purchase and Loan Plan (filed as
                           an exhibit to Post-Effective Amendment No. 1 to the
                           Company's Registration Statement on Form S-8, File
                           No. 333-78735).

         4.2               Form of Stock Purchase Agreement in connection with
                           the 1995 Employee Stock Purchase and Loan Plan (filed
                           as an Exhibit to the Company's current report on Form
                           8-K, as amended to Form 8-K/A, filed with the
                           Commission on November 17, 1995, and incorporated by
                           reference herein).

         4.3               Form of Promissory  Note in connection  with the 1995
                           Employee  Stock  Purchase and Loan Plan  (filed as an
                           Exhibit to the  Company's current report on Form 8-K,
                           as amended by Form 8-K/A,  filed with the  Commission
                           on  November  17,  1995,  and  incorporated  by
                           reference herein)

         4.4               Amendment  No. 1 to 1995 Employee  Stock  Purchase
                           and Loan Plan (filed as an Exhibit to the Company's
                           Registration Statement on Form S-8, File No.
                           333-29753,  and incorporated by reference herein).

         4.5               Amendment No. 2 to 1995 Employee Stock Purchase and
                           Loan Plan (filed as an Exhibit to the Company's
                           Registration Statement on Form S-8, File No.
                           333-78735, and incorporated by reference herein).

         4.6               Amendment  No. 3 to 1995 Employee  Stock  Purchase
                           and Loan Plan (filed as an Exhibit to the Company's
                           Quarterly report on Form 10-Q for the quarter ended
                           September 30, 1999, and incorporated by reference
                           herein).

         4.7               Amendment No. 4 to 1995 Employee Stock Purchase and
                           Loan 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  5.1 to the Registration
                           Statement).

         23.2              Consent of PricewaterhouseCoopers LLP.

         24.1              Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 25648}]
{"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": "333-39090", "film-number": "653638"}, "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 June 12, 2000

                                           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)

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

          Storage USA, Inc. 1995 Employee Stock Purchase and Loan Plan
                            (Full title of the Plan)
                             ----------------------

                              Mr. John W. McConomy
             Executive Vice President, General Counsel and Secretary
                                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           $30.125           $15,125,000             $3977
$.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 June 5, 2000.
================================================================================
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.

                                       2
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, 1999; (ii) the Company's Quarterly
Report on 10-Q for the period ending March 31, 2000; (iii) the Company's Current
Report on Form 8-K filed May 2, 2000, 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               1995 Employee Stock Purchase and Loan Plan (filed as
                           an exhibit to Post-Effective Amendment No. 1 to the
                           Company's Registration Statement on Form S-8,
                           File No. 333-78735).

         4.2               Form of Stock Purchase Agreement in connection with
                           the 1995 Employee Stock Purchase and Loan Plan (filed
                           as an Exhibit to the Company's current report on Form
                           8-K, as amended by Form 8-K/A, filed with the
                           Commission on November 17, 1995, and incorporated by
                           reference herein).

         4.3               Form of Promissory Note in connection with the 1995
                           Employee Stock Purchase and Loan Plan (filed as an
                           Exhibit to the Company's current report on Form 8-K,
                           as amended by Form 8-K/A, filed with the Commission
                           on November 17, 1995, and incorporated by reference
                           herein)

         4.4               Amendment  No. 1 to 1995 Employee  Stock  Purchase
                           and Loan Plan (filed as an Exhibit to the Company's
                           Registration  Statement on Form S-8, File No.
                           333-29753,  and incorporated by reference herein).

         4.5               Amendment No. 2 to 1995 Employee Stock Purchase and
                           Loan Plan (filed as an Exhibit to the Company's
                           Registration Statement on Form S-8, File No.
                           333-78735, and incorporated by reference herein).

         4.6               Amendment  No. 3 to 1995 Employee  Stock  Purchase
                           and Loan Plan (filed as an Exhibit to the Company's
                           Quarterly report on Form 10-Q for the quarter ended
                           September 30, 1999, and incorporated by reference
                           herein).

         4.7               Amendment No. 4 to 1995 Employee Stock Purchase and
                           Loan 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 5.1 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)

                                      II-3
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.

         (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 12th day of June,
2000.

                                        STORAGE USA, INC.

                                        By: /s/ John W. McConomy
                                            Name:  John W. McConomy
                                            Title: Executive Vice President,
                                                   General Counsel and Secretary

                                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 12, 2000. 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
         -----------------------------------
                     Dean Jernigan                                       Officer, President and Director
                                                                          (Principal Executive Officer)

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

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

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

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

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

         4.1               1995 Employee Stock Purchase and Loan Plan (filed as
                           an exhibit to Post-Effective Amendment No. 1 to the
                           Company's Registration Statement on Form S-8, File
                           No. 333-78735).

         4.2               Form of Stock Purchase Agreement in connection with
                           the 1995 Employee Stock Purchase and Loan Plan (filed
                           as an Exhibit to the Company's current report on Form
                           8-K, as amended to Form 8-K/A, filed with the
                           Commission on November 17, 1995, and incorporated by
                           reference herein).

         4.3               Form of Promissory  Note in connection  with the 1995
                           Employee  Stock  Purchase and Loan Plan  (filed as an
                           Exhibit to the  Company's current report on Form 8-K,
                           as amended by Form 8-K/A,  filed with the  Commission
                           on  November  17,  1995,  and  incorporated  by
                           reference herein)

         4.4               Amendment  No. 1 to 1995 Employee  Stock  Purchase
                           and Loan Plan (filed as an Exhibit to the Company's
                           Registration Statement on Form S-8, File No.
                           333-29753,  and incorporated by reference herein).

         4.5               Amendment No. 2 to 1995 Employee Stock Purchase and
                           Loan Plan (filed as an Exhibit to the Company's
                           Registration Statement on Form S-8, File No.
                           333-78735, and incorporated by reference herein).

         4.6               Amendment  No. 3 to 1995 Employee  Stock  Purchase
                           and Loan Plan (filed as an Exhibit to the Company's
                           Quarterly report on Form 10-Q for the quarter ended
                           September 30, 1999, and incorporated by reference
                           herein).

         4.7               Amendment No. 4 to 1995 Employee Stock Purchase and
                           Loan 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  5.1 to the Registration
                           Statement).

         23.2              Consent of PricewaterhouseCoopers LLP.

         24.1              Power of Attorney (included on signature page).