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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)

IDS/SHURGARD INCOME GROWTH PARTNERS, L.P.
(NAME OF ISSUER)

SHURGARD STORAGE CENTERS, INC.
(NAME OF PERSON FILING STATEMENT)

UNITS OF LIMITED PARTNERSHIP INTEREST
(TITLE OF CLASS OF SECURITIES)
------------
448933-309
(CUSIP NUMBER OF CLASS OF SECURITIES)

KRISTIN H. STRED, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
1201 THIRD AVENUE, SUITE 2200
SEATTLE, WASHINGTON 98101
(206) 624-8100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)

COPIES TO:
JEFFREY T. PERO, ESQ.
WILLIAM J. CERNIUS, ESQ.
LATHAM & WATKINS
650 TOWN CENTER DRIVE
TWENTIETH FLOOR
COSTA MESA, CALIFORNIA 92626
(714) 540-1235

This statement is filed in connection with (check the appropriate box): / /

a. / / The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.

b. / / The filing of a registration statement under the Securities Act of
1933.

c. /X/ A tender offer.

d. / / None of the above.

Check the following box if soliciting material or information statement
referred to in checking box (a) are preliminary copies:

CALCULATION OF FILING FEE

AMOUNT OF FILING
TRANSACTION VALUATION* FEE
- - - --------------------------------------------------------------------------------------------- -------------------

$16,705,000.................................................................................. $0.

* This amount is based upon the purchase of 65,000 Units at $257 cash per
Unit. Pursuant to, and as provided by, Rule 0-11(b)(1), the amount required
to be paid with the filing of this Schedule 13E-3 is $0.

CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR
SCHEDULE AND THE DATE OF ITS FILING. /X/

Schedule 14D-1 filed on July 2, 1996 Shurgard Storage Centers, Inc.

Fee paid: $5,761

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

This Rule 13e-3 Transaction Statement (the "Statement") relates to a tender
offer by Shurgard Storage Centers, Inc., a Delaware corporation (the
"Purchaser") to purchase up to 65,000 units of limited partnership interest (the
"Units") of IDS/Shurgard Income Growth Partners, L.P., a Washington limited
partnership (the "Partnership"), at $257 per Unit, net to the seller in cash and
without interest, upon the terms of and subject to the conditions set forth in
the Offer to Purchase, dated July 2, 1996 (the "Offer to Purchase"), and in the
related Letter of Transmittal, copies of which are attached hereto,
respectively, as Exhibits 99.6 and 99.7 (and which together constitute the
"Offer"). This Statement is being filed by the Purchaser.

The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Schedule 14D-1
(the "Schedule 14D-1") filed by the Purchaser with the Securities and Exchange
Commission on the date hereof of the information required to be included in
response to the items of this Statement.

CROSS REFERENCE SHEET

ITEM IN WHERE LOCATED IN
SCHEDULE 13E-3 SCHEDULE 14D-1
- - - ------------------------------------------------------------------ ----------------

Item 1(a)......................................................... Item 1(a)
Item 1(b)......................................................... Item 1(b)
Item 1(c)......................................................... Item 1(c)
Item 1(d)......................................................... *
Item 1(e)......................................................... *
Item 1(f)......................................................... *
Item 2(a)......................................................... Item 2(a)
Item 2(b)......................................................... Item 2(b)
Item 2(c)......................................................... Item 2(c)
Item 2(d)......................................................... Item 2(d)
Item 2(e)......................................................... Item 2(e)
Item 2(f)......................................................... Item 2(f)
Item 2(g)......................................................... Item 2(g)
Item 3(a)(1)...................................................... Item 3(a)(1)
Item 3(a)(2)...................................................... Item 3(b)
Item 3(b)......................................................... *
Item 4............................................................ *
Item 5............................................................ Item 5
Item 6(a)......................................................... Item 4(a)
Item 6(b)......................................................... *
Item 6(c)......................................................... Item 4(b)
Item 6(d)......................................................... Item 4(c)
Item 7(a)......................................................... Item 5
Item 7(b)......................................................... *
Item 7(c)......................................................... *
Item 7(d)......................................................... *
Item 8............................................................ *
Item 9............................................................ *
Item 10(a)........................................................ Item 6(a)
Item 10(b)........................................................ Item 6(b)
Item 11........................................................... Item 7
Item 12(a)........................................................ *
Item 12(b)........................................................ *
Item 13........................................................... *
Item 14(a)........................................................ *
Item 14(b)........................................................ *
Item 15(a)........................................................ *
Item 15(b)........................................................ Item 8
Item 16........................................................... Item 10(f)
Item 17........................................................... Item 11

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

* The Item is located in the Schedule 13E-3 only.

1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.

(a) The name of the subject company is IDS/Shurgard Income Growth Partners,
L.P. The address of its principal executive offices is 1201 Third Avenue, Suite
2200, Seattle, Washington 98101.

(b) The information set forth in the SUMMARY of the Offer to Purchase is
incorporated herein by reference.

(c)-(d) The information set forth in "MARKET PRICES OF UNITS" and Schedule
VIII of the Offer to Purchase is incorporated herein by reference.

(e) Not applicable.

(f) The information set forth in "BACKGROUND AND PURPOSES OF THE TRANSACTION
- - - -- Background of the Transaction" and "INTERESTS OF CERTAIN PERSONS -- Ownership
of Units by Partners of the General Partner" of the Offer to Purchase is
incorporated herein by reference.

2. IDENTITY AND BACKGROUND.

(a)-(d), (g) This Statement is being filed by the Purchaser. The information
set forth in the SUMMARY, "BACKGROUND AND PURPOSES OF THE TRANSACTION -- The
Purchaser" and Schedule I of the Offer to Purchase is incorporated herein by
reference.

(e)-(f) Neither the Purchaser or, to the best of its knowledge, any of the
persons listed in Schedule I of the Offer to Purchase has during the last five
years (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.

3. PAST CONTACTS, OFFERS OR NEGOTIATIONS.

(a)-(b) The information set forth in "BACKGROUND AND PURPOSES OF THE
TRANSACTIONS-- The Purchaser," "BACKGROUND AND PURPOSES OF THE TRANSACTION --
Background of the Transaction" and "INTERESTS OF CERTAIN PERSONS" of the Offer
to Purchase is incorporated herein by reference.

4. TERMS OF THE TRANSACTION.

(a) The information set forth in the SUMMARY, "THE ACQUISITION AGREEMENT,"
"EFFECTS OF THE TRANSACTION ON NON-TENDERING UNITHOLDERS," and "THE OFFER"
(Sections 1-7) of the Offer to Purchase is incorporated herein by reference.

(b) The information set forth in the SUMMARY, "SPECIAL CONSIDERATIONS" and
"INTERESTS OF CERTAIN PERSONS" of the Offer to Purchase is incorporated herein
by reference.

5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.

(a)-(g) The information set forth in the SUMMARY, "SPECIAL CONSIDERATIONS,"
"BACKGROUND AND PURPOSES OF THE TRANSACTION -- Purposes and Structure of the
Offer," "FAIRNESS OF THE TRANSACTION; POSITION OF THE GENERAL PARTNER -- Factors
Considered by the General Partner," "INTERESTS OF CERTAIN PERSONS" and "EFFECTS
OF THE TRANSACTION ON NON-TENDERING UNITHOLDERS" of the Offer to Purchase is
incorporated herein by reference.

6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a)-(c) The information set forth in the SUMMARY, "SOURCE AND AMOUNT OF
FUNDS" and "THE OFFER" -- Section 10 ("Fees and Expenses") of the Offer to
Purchase and in Exhibits 10.1 and 10.2 hereto is incorporated herein by
reference.

(d) Not applicable.

7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.

(a), (c) The information set forth in the SUMMARY, "BACKGROUND AND PURPOSES
OF THE TRANSACTION -- Background of the Transaction" and "BACKGROUND AND
PURPOSES OF THE TRANSACTION -- Purposes and Structure of the Transaction" of the
Offer to Purchase is incorporated herein by reference.

(b) The information set forth in "BACKGROUND AND PURPOSES OF THE TRANSACTION
- - - -- Background of the Transaction," "FAIRNESS OF THE TRANSACTION; POSITION OF THE
GENERAL PARTNER" of the Offer to Purchase is incorporated herein by reference.

(d) The information set forth in the SUMMARY, "SPECIAL CONSIDERATIONS,"
"BACKGROUND AND PURPOSES OF THE TRANSACTION -- Purposes and Structure of the
Transaction," "THE ACQUISITION AGREEMENT," "EFFECTS OF THE TRANSACTION ON NON-
TENDERING UNITHOLDERS" and "CERTAIN FEDERAL INCOME TAX CONSEQUENCES" of the
Offer to Purchase is incorporated herein by reference.

8. FAIRNESS OF THE TRANSACTION.

(a)-(f) The information set forth in the SUMMARY, "SPECIAL CONSIDERATIONS,"
"FAIRNESS OF THE OFFER; POSITION OF THE GENERAL PARTNER," "APPRAISAL; OPINIONS
OF FINANCIAL ADVISORS," "THE ACQUISITION AGREEMENT," "EFFECTS OF THE TRANSACTION
ON NON-TENDERING UNITHOLDERS" and Schedules II and III of the Offer to Purchase
is incorporated herein by reference.

9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.

(a) -(c) The information set forth in the SUMMARY, "BACKGROUND AND PURPOSES
OF THE TRANSACTION -- Background," "FAIRNESS OF THE OFFER, POSITION OF THE
GENERAL PARTNER," "APPRAISAL; OPINIONS OF FINANCIAL ADVISORS" and Schedules II,
III and IV of the Offer to Purchase is incorporated herein by reference.

10. INTEREST IN SECURITIES OF THE ISSUER.

(a)-(b) The information set forth in the SUMMARY, "SPECIAL CONSIDERATIONS,"
"BACKGROUND AND PURPOSES OF THE TRANSACTION" and "INTERESTS OF CERTAIN PERSONS"
of the Offer to Purchase is incorporated herein by reference.

11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.

The information set forth in the SUMMARY, "SPECIAL CONSIDERATIONS"
"BACKGROUND AND PURPOSES OF THE TRANSACTION -- Background of the Transaction,"
"THE ACQUISITION AGREEMENT" and "INTERESTS OF CERTAIN PERSONS" of the Offer to
Purchase is incorporated herein by reference.

12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE
TRANSACTION.

(a)-(b) The information set forth in the SUMMARY, "SPECIAL CONSIDERATIONS,"
"FAIRNESS OF THE TRANSACTION; POSITION OF GENERAL PARTNER," "APPRAISAL; OPINIONS
OF FINANCIAL ADVISORS," "INTERESTS OF CERTAIN PERSONS" and Schedules II and III
of the Offer to Purchase is incorporated herein by reference.

13. OTHER PROVISIONS OF THE TRANSACTION.

(a) The information set forth in the SUMMARY, "THE ACQUISITION AGREEMENT,"
"EFFECTS OF THE OFFER ON NON-TENDERING UNITHOLDERS" and "THE OFFER" -- Section 9
("Dissenters' Rights and Investor Lists") is incorporated herein by reference.

(b) The information set forth in "THE OFFER" -- Section 9 ("Dissenters'
Rights and Investor Lists") is incorporated herein by reference.

14. FINANCIAL INFORMATION.

(a)-(b) The information set forth in INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE, "BACKGROUND AND PURPOSES OF THE TRANSACTION -- The Partnership" and
Schedules V, VI and VII of the Offer to Purchase is incorporated herein by
reference.

15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.

(a) The information set forth in the SUMMARY, "SPECIAL CONSIDERATIONS,"
"BACKGROUND AND PURPOSES OF THE TRANSACTION -- Background of the Transaction,"
"BACKGROUND AND PURPOSES OF THE TRANSACTION -- Purposes and Structure of the
Transaction," "FAIRNESS OF THE TRANSACTION; POSITION OF THE GENERAL PARTNER --
Factors Considered by the General Partner," "EFFECTS OF THE TRANSACTION ON NON-
TENDERING UNITHOLDERS," "INTERESTS OF CERTAIN PERSONS" and "SOURCE AND AMOUNT OF
FUNDS" of the Offer to Purchase is incorporated herein by reference.

(b) The information set forth in the SUMMARY, "APPRAISAL; OPINIONS OF
FINANCIAL ADVISORS" and "THE OFFER" -- Section 10 ("Fees and Expenses") of the
Offer to Purchase is incorporated herein by reference.

16. ADDITIONAL INFORMATION.

Additional information concerning the Transaction is set forth in the Offer
to Purchase and the Letter of Transmittal which are attached hereto as Exhibits
99.6 and 99.7, respectively.

17. MATERIAL TO BE FILED AS EXHIBITS.

2.1 Acquisition Agreement dated July 1, 1996, by and among Shurgard Storage Centers,
Inc., IDS/Shurgard Income Growth Partners L.P., IDS/Shurgard Income Growth Partners
L.P. II and IDS/Shurgard Income Growth Partners L.P. III (incorporated by reference
to Exhibit 2.1 of the Purchaser's Tender Offer Statement on Form 14 D-1 filed with
the Commission on July 2, 1996).
10.1 Loan Agreement among Shurgard Storage Centers, Inc., Seattle-First National Bank,
Key Bank of Washington and West One Bank dated August 19, 1994 (incorporated by
reference to exhibit filed with the Purchaser's Registration Statement on Form S-4,
Amendment No. 2, filed with the Securities and Exchange Commission on March 31,
1995).
10.2 Revolving Loan Agreement among Shurgard Storage Centers, Inc., SSC Acquisitions,
Inc. and Nomura Asset Capital Corp. dated as of December 23, 1994 (incorporated by
reference to exhibit filed with the Purchaser's Registration Statement on Form S-4,
Amendment No. 2, filed with the Securities and Exchange Commission on March 31,
1995).
99.1 Summary Portfolio Appraisal Report of Robert A. Stanger & Co., Inc. dated June 26,
1996 (included as Schedule II to Exhibit 99.6).
99.2 Opinions of Robert A. Stanger, Inc. dated July 1, 1996 (included as Schedule III to
Exhibit 99.6).
99.3 Opinion of Alex. Brown & Sons Incorporated dated July 1, 1996 (included as Schedule
IV to Exhibit 99.6).
99.4 Presentation Book prepared by Alex. Brown & Sons Incorporated.
99.5 General Partner Undertaking dated July 1, 1996, by and among Shurgard Storage
Centers, Inc., Shurgard Associates L.P., Shurgard Associates L.P. II and Shurgard
Associates L.P. III (incorporated by reference to Exhibit 99.7 of the Purchaser's
Tender Offer Statement on Form 140 D-1 filed with the Commission on July 2, 1996).
99.6 Offer to Purchase dated July 2, 1996 (incorporated by reference to Exhibit 99.1 of
the Purchaser's Tender Offer Statement on Form 14D-1 filed with the Securities and
Exchange Commission on July 2, 1996).
99.7 Letter of Transmittal (incorporated by reference to Exhibit 99.2 of the Purchaser's
Tender Offer Statement on Form 14D-1 filed with the Securities and Exchange
Commission on July 2, 1996).
99.8 Text of Press Release dated July 2, 1996 (incorporated by reference to Exhibit 99.3
of the Purchaser's Tender Offer Statement on Form 14D-1 filed with the Securities
and Exchange Commission on July 2, 1996).
99.9 Letter to Unitholders (incorporated by reference to Exhibit 99.4 of the Purchaser's
Tender Offer Statement on Form 14D-1 filed with the Securities and Exchange
Commission on July 2, 1996).
99.10 Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9 (incorporated by reference to Exhibit
99.5 of the Purchaser's Tender Offer Statement on Form 14D-1 filed with the
Securities and Exchange Commission on July 2, 1996).
99.11 Letter to Financial Advisors (incorporated by reference to Exhibit 99.6 of the
Purchaser's Tender Offer Statement on Form 14D-1 filed with the Commission on July
2, 1996).

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.

Dated: July 1, 1996
SHURGARD STORAGE CENTERS, INC.

By /s/ HARRELL L. BECK

----------------------------------
Name: Harrell L. Beck
Title: Senior Vice President,
Chief Financial Officer
and Treasurer