SECURITIESTable ANDof EXCHANGE COMMISSION Washington, DC 20549 Contents

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION Washington, DC 20549

~~CURRENT~~FORM ~~REPORT~~8-K

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

~~November 7,~~PURSUANT ~~2001~~TO ~~(November 5,~~SECTION ~~2001) Date~~13 ofOR ~~Report~~ 15(~~Date~~d) ofOF ~~earliest~~THE SECURITIES ~~event~~EXCHANGE ~~reported)~~ACT OF 1934

~~STORAGE~~November 23, ~~USA~~2001 (November 21, ~~INC.~~2001) ~~(Exact~~Date ~~name~~ of ~~registrant~~Report as(Date ~~specified~~of inearliest ~~its~~event ~~charter~~reported)

Tennessee	001-12910	62-1251239
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

STORAGE USA, INC.

~~175~~(Exact ~~Toyota~~name ~~Plaza,~~of ~~Suite 700 Memphis,~~registrant ~~Tennessee 38103~~as ~~(Address~~specified ofin ~~principal~~its ~~executive offices~~charter)

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


Tennessee	001-12910	62-1251239

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

~~N/A (former~~175 ~~name~~Toyota orPlaza, ~~former address~~Suite 700 Memphis, ifTennessee ~~changed~~38103 (Address ~~since~~of ~~last~~principal ~~report~~executive offices)

~~INFORMATION~~(901) 252-2000 (Registrant’s TOtelephone BEnumber, ~~INCLUDED~~including INarea ~~REPORT~~code)

~~Item 5.~~N/A (former ~~Other~~name ~~Events.~~or former address, if changed since last report)

OnTABLE ~~Monday,~~OF November 5, 2001, the Registrant received from Security Capital Group Incorporated the proposal included as Exhibit 99.1. On Wednesday, November 7, 2001, the Registrant issued the press release attached hereto as Exhibit 99.2. CONTENTS

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

a)Table Financialof Statements. Contents

~~None~~INFORMATION TO BE INCLUDED IN REPORT

b)Item 5. ~~Pro~~Other ~~Forma Financial Information~~Events.

~~None~~ 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.

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

Number		Exhibit
99.1		Proposal from Security Capital Group Incorporated, dated November 5, 2001 (incorporated herein by reference to that certain Schedule 13D/A filed by Security Capital Group Incorporated on November 6, 2001 (SEC File No. 005-43891))
99.2		Press Release, dated November 7, 2001


a)		Financial Statements.




		None




b)		Pro Forma Financial Information.




		None




c)		Exhibits.

SIGNATURE


Number		Exhibit

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




99.1		Press Release, dated November 21, 2001

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

				STORAGE USA, INC.
Date:		November 7, 2001		By: /s/ John W. McConomy John W. McConomy Executive Vice President, General Counsel and Secretary

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.

EXHIBIT INDEX


		STORAGE USA, INC.

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

99.1		Proposal from Security Capital Group Incorporated, dated November 5, 2001 (incorporated herein by reference to that certain Schedule 13D/A filed by Security Capital Group Incorporated on November 6, 2001 (SEC File No. 005-43891))
99.2		Press Release, dated November 7, 2001

EXHIBIT INDEX


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




99.1		Press Release, dated November 21, 2001

SECURITIESTable ANDof EXCHANGE COMMISSION Washington, DC 20549 Contents

a)Table Financialof Statements. Contents

Table of Contents

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