SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

November 23, 2001 (November 21, 2001)
Date of Report (Date of earliest event reported)

STORAGE USA, INC.

(Exact name of registrant as specified in its charter)


Tennessee	001-12910	62-1251239

(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

175 Toyota Plaza, Suite 700
Memphis, Tennessee 38103
(Address of principal executive offices)

(901) 252-2000
(Registrant’s telephone number, including area code)

N/A
(former name or former address, if changed since last report)

TABLE OF CONTENTS


Item 5. Other Events.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURE
LETTER AGREEMENT
PRESS RELEASE

INFORMATION TO BE INCLUDED IN REPORT

Item 5. Other Events.

On November 21, 2001, Storage USA, Inc. executed the letter agreement attached as Exhibit 10.1 with Security Capital Group Incorporated. The letter agreement extends the previously announced modification of the standstill restrictions applicable to Security Capital until December 10, 2001. On November 21, 2001, Storage USA issued the press release attached as Exhibit 99.1.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.


a)		Financial Statements.




		None




b)		Pro Forma Financial Information.




		None




c)		Exhibits.


Number		Exhibit

10.1		Letter Agreement with Security Capital Group Incorporated, dated November 21, 2001




99.1		Press Release, dated November 21, 2001

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		STORAGE USA, INC.

Date:	November 21, 2001	By: /s/ John W. McConomy John W. McConomy Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX


10.1		Letter Agreement with Security Capital Group Incorporated, dated November 21, 2001




99.1		Press Release, dated November 21, 2001

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STORAGE USA INC 8-K