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                                                                     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