Exhibit 3.1


                              ARTICLES OF AMENDMENT
                     TO THE AMENDED AND RESTATED CHARTER OF
                                STORAGE USA, INC.

         Pursuant  to the  provisions  of  Section  48-20-106  of the  Tennessee
Business Corporation Act, the undersigned corporation (the "Corporation") hereby
adopts the following Articles of Amendment to its Amended and Restated Charter:

         1.       The name of the corporation is Storage USA, Inc.

         2.       The text of the amendment adopted is as follows:

         Paragraph 8.2 of the  Corporation's  Amended and Restated Charter shall
         be struck out in its entirety and the following substituted therefor:

                  8.2 Election of Directors.  Directors  shall be elected at the
         annual meeting of  shareholders  to succeed those Directors whose terms
         have expired and to fill any vacancies thus existing.  Directors  shall
         hold their offices for terms of one year and until their successors are
         elected and  qualified.  Any  Director  may be removed from office at a
         meeting called  expressly for that purpose by the vote of  shareholders
         holding not less than a majority  of the shares  entitled to vote at an
         election of Directors.  Any vacancy occurring in the Board of Directors
         may be filled by the affirmative  vote of the majority of the remaining
         Directors though less than a quorum of the Board of Directors.

         3.       The foregoing  amendment was duly adopted by the  shareholders
                  of the Corporation on May 7, 1997.

         4.       These  Articles  of  Amendment  are to become  effective  when
                  accepted for filing by the Secretary of the State of Tennessee

         Dated:  May 19, 1997.

                                    STORAGE USA, INC.


                                    By:   /s/ Thomas E. Robinson
                                    Name:  Thomas E. Robinson
                                    Title:    President and Chief
                                              Financial Officer