As filed with the Securities and Exchange Commission on May 9, 1996
                                
                     Registration No. 333-______
                                   
                  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.
                   1996 EMPLOYEE STOCK PURCHASE 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      Number     Proposed       Proposed     Amount of
  Securities      to Be     Maximum        Maximum      Registration
    to Be      Registered   Offering      Aggregate       on Fee
  Registered                Price Per       Offering
                            Share(1)       Price(1)
- --------------  ---------  ---------      ----------    ----------
Class A Common  300,000(3)  $25.4375      $7,631,250      $2,632
Stock, par 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 $25.4375 based on the average  of  the
     high ($25.50) and low ($25.375) sales prices for the Common Stock
     as traded on the New York Stock Exchange on May 6, 1996.
(2)  Including the associated Preferred Share Purchase Rights.
(3)  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 1996 Employee Stock Purchase Plan as the
     result  of  any  future stock split, stock  dividend  or  similar
     adjustment  of  the  outstanding Class  A  Common  Stock  of  the
     Company.
/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, 1995 filed with the Securities and
               Exchange Commission (the "Commission") on March 20,
               1996 which contains certified financial statements for
               the most recent fiscal year for which such statements
               have been filed;
          
          (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 the end
               of the fiscal year covered by the Annual Report on
               Form 10-K referred to in (a) above; 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 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 LLP
          
23.2      Consent   of   Perkins  Coie  (included   in
          opinion filed as Exhibit 5.1)
          
24.1      Power of Attorney (see Signature Page)
          
99.1      1996 Employee Stock Purchase Plan

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.
     
     (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.
                                   
                              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 8th day of May, 1996.
                              
                              SHURGARD STORAGE CENTERS, INC.
                              
                              
                              By        /s/ 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 8th day of May, 1996.
     
           Signature                            Title
                                Chairman of the Board, President and
     /s/ Charles K. Barbo              Chief Executive Officer
       CHARLES K. BARBO             (Principal Executive Officer)
                                    Senior Vice President, Chief
      /s/ Harrell L. Beck         Financial Officer, Treasurer and
        HARRELL L. BECK                       Director
                                 (Principal Financial and Accounting
                                              Officer)
                                                  
      /s/ Donald W. Lusk                      Director
        DONALD W. LUSK
                                                  
     /s/ Wendell J. Smith                     Director
       WENDELL J. SMITH
                                                  
     /s/ Dan Kourkoumelis                     Director
       DAN KOURKOUMELIS

/page                                                                 
                                                     EXHIBIT 23.1
                                   
                                   
                                   
                     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 2, 1996 appearing in the Annual Report on Form 10-K  of
Shurgard Storage Centers, Inc. for the year ended December 31, 1995.



DELOITTE & TOUCHE LLP
Seattle, Washington
May 8, 1996
                                   
                                   
/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 LLP  (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      1996 Employee Stock Purchase Plan
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18583}]
{"company-data": {"conformed-name": "SHURGARD STORAGE CENTERS INC", "cik": "0000906933", "assigned-sic": "4210", "irs-number": "911603837", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03465", "film-number": "96559412"}, "business-address": {"street1": "1201 THIRD AVE", "street2": "STE 2200", "city": "SEATTLE", "state": "WA", "zip": "98101", "phone": "2066248100"}, "mail-address": {"street1": "1201 THIRD AVENUE", "street2": "SUITE 2200", "city": "SEATTLE", "state": "WA", "zip": "98101"}}
As filed with the Securities and Exchange Commission on May 9, 1996
                                
                     Registration No. 333-______
                                   
                  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.
                   1996 EMPLOYEE STOCK PURCHASE 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      Number     Proposed       Proposed     Amount of
  Securities      to Be     Maximum        Maximum      Registration
    to Be      Registered   Offering      Aggregate       on Fee
  Registered                Price Per       Offering
                            Share(1)       Price(1)
- --------------  ---------  ---------      ----------    ----------
Class A Common  300,000(3)  $25.4375      $7,631,250      $2,632
Stock, par 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 $25.4375 based on the average  of  the
     high ($25.50) and low ($25.375) sales prices for the Common Stock
     as traded on the New York Stock Exchange on May 6, 1996.
(2)  Including the associated Preferred Share Purchase Rights.
(3)  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 1996 Employee Stock Purchase Plan as the
     result  of  any  future stock split, stock  dividend  or  similar
     adjustment  of  the  outstanding Class  A  Common  Stock  of  the
     Company.
/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, 1995 filed with the Securities and
               Exchange Commission (the "Commission") on March 20,
               1996 which contains certified financial statements for
               the most recent fiscal year for which such statements
               have been filed;
          
          (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 the end
               of the fiscal year covered by the Annual Report on
               Form 10-K referred to in (a) above; 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 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 LLP
          
23.2      Consent   of   Perkins  Coie  (included   in
          opinion filed as Exhibit 5.1)
          
24.1      Power of Attorney (see Signature Page)
          
99.1      1996 Employee Stock Purchase Plan

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.
     
     (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.
                                   
                              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 8th day of May, 1996.
                              
                              SHURGARD STORAGE CENTERS, INC.
                              
                              
                              By        /s/ 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 8th day of May, 1996.
     
           Signature                            Title
                                Chairman of the Board, President and
     /s/ Charles K. Barbo              Chief Executive Officer
       CHARLES K. BARBO             (Principal Executive Officer)
                                    Senior Vice President, Chief
      /s/ Harrell L. Beck         Financial Officer, Treasurer and
        HARRELL L. BECK                       Director
                                 (Principal Financial and Accounting
                                              Officer)
                                                  
      /s/ Donald W. Lusk                      Director
        DONALD W. LUSK
                                                  
     /s/ Wendell J. Smith                     Director
       WENDELL J. SMITH
                                                  
     /s/ Dan Kourkoumelis                     Director
       DAN KOURKOUMELIS

/page                                                                 
                                                     EXHIBIT 23.1
                                   
                                   
                                   
                     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 2, 1996 appearing in the Annual Report on Form 10-K  of
Shurgard Storage Centers, Inc. for the year ended December 31, 1995.

DELOITTE & TOUCHE LLP
Seattle, Washington
May 8, 1996
                                   
                                   
/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 LLP  (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      1996 Employee Stock Purchase Plan