Summary Risk Factors

      You should carefully consider the matters discussed in the section entitled “Risk Factors” beginning on page 17 prior to deciding whether to invest in our common shares. Some of these risks include:

	•	Our rental revenues will be significantly influenced by the economies and other conditions of the markets in which we operate, particularly in Florida, Illinois and California, where we have high concentrations of self-storage facilities, and demand for self-storage space generally;
	•	We face significant competition in the self-storage industry, which may impede our ability to retain customers or re-let space when existing customers vacate, or impede our ability to make, or increase the cost of, future acquisitions or developments;
	•	We may not be successful in identifying suitable acquisitions or development projects that meet our criteria, which may impede our growth, and even if we are able to identify suitable projects our future acquisitions and developments may not yield the returns we expect or may result in shareholder dilution;
	•	We depend on our on-site personnel to maximize customer satisfaction at each of our facilities; any difficulties we encounter in hiring, training and retaining skilled field personnel may adversely affect our results of operations;
	•	We expect to have approximately $387.8 million of indebtedness outstanding on a pro forma basis as of June 30, 2004, which may impede our operating performance and reduce our ability to incur additional indebtedness to fund growth;
	•	Our organizational documents contain no limitation on the amount of debt we may incur; as a result, we may become highly leveraged in the future;
	•	Our charter documents prohibit any person from beneficially owning more than 5% of our common shares (other than members of the Amsdell family and related family trusts and entities which, as a group, may own up to 29% of our common shares), or up to 9.8% in the case of certain designated investment entities, as defined in our declaration of trust, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our shares or otherwise benefit our shareholders;
	•	Our management has no experience operating a REIT or a public company and therefore may not be able to successfully operate our company as a REIT or as a public company;
	•	Upon completion of this offering and our formation transactions, Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and the Amsdell Entities collectively will own an approximate 28.3% beneficial interest in our company on a fully diluted basis and will have the ability to exercise significant influence on our company and any matter presented to our shareholders;
	•	Robert J. Amsdell, our Chairman and Chief Executive Officer, and Barry L. Amsdell, one of our trustees, will have interests, through their ownership of units in our operating partnership and their ownership, through Rising Tide Development, LLC, of 18 self-storage facilities, eight of which Rising Tide Development, LLC currently has a right to acquire from unaffiliated third parties, which we will have the option to purchase, that may conflict with the interests of our other shareholders;
	•	We depend on external sources of capital that are outside of our control; the unavailability of capital from external sources could adversely affect our ability to acquire or develop facilities, satisfy our debt obligations and/or make distributions to shareholders;
	•	The negotiations involving our formation transactions were not conducted on an arm’s length basis; the value of the equity interests in us that Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and the Amsdell Entities will own following our formation transactions may exceed the fair market value of their interests in our operating partnership that they currently own through High Tide LLC and Amsdell Partners, Inc. and the other assets that we will acquire from them in those transactions; as a

4

		result, these individuals have a conflict of interest with respect to this offering because they have interests that differ from other shareholders;
	•	Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and the Amsdell Entities will own approximately 8.7 million shares and approximately 1.0 million operating partnership units following this offering and will receive $23 million in cash, of which approximately $18.7 million will be paid to us in repayment of loans from High Tide LLC, which create a conflict of interest because they have interests in the successful completion of this offering that may influence their decisions affecting the terms and circumstances under which the transaction is completed;
	•	We will repay our existing $421.0 million loan made by Lehman Brothers Bank, FSB, an affiliate of Lehman Brothers, an underwriter in this offering, with a portion of the net proceeds of this offering ($135.1 million, or 33.2% of the aggregate net proceeds of this offering) and with proceeds from other loan transactions we will enter into with affiliates of Lehman Brothers concurrently with this offering; in addition, affiliates of Lehman Brothers and Wachovia Securities are expected to provide a $150 million revolving credit facility to us concurrently with or shortly after the closing of this offering; as a result, Lehman Brothers and Wachovia Securities have a conflict of interest with respect to this offering because they have interests in the successful completion of this offering beyond the underwriting discount and commissions they will receive;
	•	Our ability to pay our estimated initial annual distribution, which represents approximately 108.5% of our estimated cash available for distribution to our common shareholders for the 12 months ending June 30, 2005, depends upon our actual operating results and we may have to borrow funds under our proposed revolving credit facility to pay this distribution, which could slow our growth; and
	•	If we fail to qualify as a REIT, our distributions to shareholders would not be deductible for federal income tax purposes, and therefore we would be required to pay corporate tax at applicable rates on our taxable income, which would substantially reduce our earnings and may substantially reduce the value of our common shares and adversely affect our ability to raise additional capital.

Our Facilities

      Upon completion of this offering and our formation transactions, we will own 202 self-storage facilities, including 155 self-storage facilities currently owned by us, which we sometimes refer to as the “existing facilities,” and 47 self-storage facilities that we have agreed to acquire from unaffiliated third parties concurrently with or shortly after the completion of this offering, which we sometimes refer to as the “acquisition facilities.” These facilities are located in 21 states and include a total of approximately 13.1 million rentable square feet. The following table sets forth certain summary information regarding these facilities by state as of June 30, 2004 (unless otherwise stated below).

5

(1)	Represents total occupied square feet divided by total rentable square feet, as of June 30, 2004.

      We will acquire the 47 acquisition facilities for an aggregate cost of approximately $235.3 million, which includes an aggregate cash purchase price of $226.0 million, the assumption of $6.4 million of mortgage debt secured by one of the acquisition facilities and approximately $2.8 million for re-signing, re-branding and other renovations and improvements. We expect to acquire these facilities concurrently with, or shortly after, completion of this offering.

      We also will have the option to purchase from Rising Tide Development, LLC, a company owned and controlled by Robert J. Amsdell and Barry L. Amsdell, 18 additional self-storage facilities, consisting of ten facilities owned by Rising Tide Development, LLC and eight facilities which Rising Tide Development, LLC has the right to acquire from unaffiliated third parties, which we sometimes refer to as the “option facilities.” In the event that Rising Tide Development, LLC does not acquire any of the eight facilities currently under contract, the number of facilities which we will have the option to purchase would be reduced accordingly. We anticipate that these facilities, some of which currently are under development and the remainder of which are open but not yet fully stabilized, will contain an aggregate of approximately 1.4 million rentable square feet. Any purchase of an option facility by us will be at a purchase price equal to the lower of (i) a price determined by multiplying in-place net operating income at the time of purchase by 12.5 and (ii) the fair market value of the option facility as determined by an appraisal process involving third party appraisers. The option will become exercisable with respect to each particular self-storage facility if and when that facility achieves an occupancy of 85% at the end of the month for three consecutive months, and will expire four years after the closing of this offering. The determination to purchase any of the option facilities will be made by the independent members of our board of trustees. If the option is not exercised for any facility within the four-year option period, Rising Tide Development, LLC will be required to move expeditiously to sell the facility to an unrelated third party. Rising Tide Development, LLC will receive no cash consideration for entering into the option agreement.

Structure and Formation of Our Company and Benefits to Related Parties

      All of our assets will be held by, and our operations conducted through, our operating partnership, U-Store-It, L.P., and its subsidiaries. Following the completion of this offering and our formation transactions, we will control our operating partnership as the sole general partner and as the owner of approximately 96.9% of the aggregate partnership interests. We will own a total number of units in our operating partnership equal to the total number of common shares that we have outstanding after the completion of this offering and our formation transactions. Amsdell Entities owned by Robert J. Amsdell and Barry L. Amsdell initially will own the remaining operating partnership units and be limited partners of our operating partnership.

      Following the completion of this offering and our formation transactions, all of our facilities and the option facilities will be managed by YSI Management LLC, a wholly-owned subsidiary of our operating partnership. Certain activities that could cause us to receive non-qualifying income under the REIT gross income tests, such as selling packing supplies and locks and renting moving equipment, will be conducted by U-Store-It Mini Warehouse Co., another wholly-owned subsidiary of our operating partnership, which will make an election to be treated as a taxable REIT subsidiary.

6

      In connection with the completion of this offering, we will engage in a series of transactions which we refer to in this prospectus as our “formation transactions . ” Prior to the commencement of our formation transactions, our operating partnership will own a total of 152 self-storage facilities. As a result of these transactions, we will own and manage these 152 self-storage facilities and will acquire three additional facilities from Amsdell Entities owned by Robert J. Amsdell and Barry L. Amsdell. We will also acquire the 47 acquisition facilities. As part of our formation transactions:

	•	Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell, the Robert J. Amsdell Family Irrevocable Trust and the Loretta Amsdell Family Irrevocable Trust will own approximately 8.7 million common shares (with an initial aggregate value of approximately $155.8 million) as a result of the reorganization of High Tide LLC, the current owner of substantially all of the limited partner interests in our operating partnership and our current sole shareholder, into a Maryland real estate investment trust through a merger into us, and the merger of Amsdell Partners, Inc., the current corporate general partner of our operating partnership, into us;
	•	Amsdell Entities owned by Robert J. Amsdell and Barry L. Amsdell will contribute three facilities to our operating partnership in exchange for an aggregate of approximately 708,000 operating partnership units (with an initial aggregate value of approximately $12.7 million) and the assumption of approximately $10.4 million of indebtedness;
	•	One of the Amsdell Entities owned by Robert J. Amsdell and Barry L. Amsdell also will own approximately 341,000 operating partnership units (with an initial aggregate value of approximately $6.1 million) as a result of the reorganization of its existing limited partner interest in our operating partnership;
	•	We will use approximately $23.0 million of the net proceeds of this offering to fund the purchase of U-Store-It Mini Warehouse Co. (the current manager of our self-storage facilities) from Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell, the Robert J. Amsdell Family Irrevocable Trust and the Loretta Amsdell Family Irrevocable Trust and to repay notes owed by U-Store-It Mini Warehouse Co. to them, with Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and the two trusts using approximately $18.7 million of this cash to repay loans from High Tide LLC;
	•	We will use $1.6 million of the net proceeds of this offering to repay the expected outstanding balance of a loan previously made to us by Robert J. Amsdell and Barry L. Amsdell;
	•	Our operating partnership will acquire the 47 acquisition facilities from unaffiliated third parties for an expected aggregate cost of approximately $235.3 million;
	•	Our operating partnership will enter into the option agreement with Rising Tide Development, LLC, under which we will have the option to purchase the option facilities;
	•	YSI Management LLC and U-Store-It Mini Warehouse Co. will enter into agreements with Rising Tide Development, LLC to manage and provide additional services to the option facilities;
	•	Our operating partnership expects to enter into three fixed rate mortgage loans to be provided by affiliates of Lehman Brothers upon the completion of this offering, which mortgage loans, together with the $18.7 million which we will receive from Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and the two trusts as described above, will be used to repay approximately $285.9 million of our existing term loan;
	•	Our operating partnership expects to enter into a revolving credit facility with an affiliate of Lehman Brothers and an affiliate of Wachovia Securities, the primary purpose of which will be to fund the acquisition and development of additional self-storage facilities in the future; and
	•	Many of the current employees of U-Store-It Mini Warehouse Co. will become employees of us, our operating partnership and/or our subsidiaries.

7

      We have not agreed with Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell or the Amsdell Entities to any contractual restrictions on our ability to sell any of the facilities which we will own following our formation transactions.

      As a result of our formation transactions:

	•	Robert J. Amsdell, our Chairman and Chief Executive Officer, will own approximately 154,000 shares (with a value of approximately $2.8 million);
	•	The Robert J. Amsdell Family Irrevocable Trust, a trust formed for the benefit of the family of Robert J. Amsdell, will own approximately 4.0 million shares (with a value of approximately $71.2 million);
	•	Barry L. Amsdell, one of our trustees, will own approximately 154,000 shares (with a value of approximately $2.8 million);
	•	The Loretta Amsdell Family Irrevocable Trust, a trust formed for the benefit of the family of Barry L. Amsdell, will own approximately 4.0 million shares (with a value of approximately $71.2 million);
	•	Todd C. Amsdell, our Chief Operating Officer, will own approximately 433,000 shares (with a value of approximately $7.8 million), which amount does not include the shares he will be granted in his role as an executive officer as described below; and
	•	Amsdell Entities owned and controlled by Robert J. Amsdell and Barry L. Amsdell will own approximately 1.0 million operating partnership units (with a value of approximately $18.9 million), and we will assume approximately $10.4 million of indebtedness of these Amsdell Entities.

      In addition, Robert J. Amsdell, Barry L. Amsdell, the Robert J. Amsdell Family Irrevocable Trust, the Loretta Amsdell Family Irrevocable Trust and Todd C. Amsdell will collectively receive approximately $23.0 million in cash in connection with the purchase of U-Store-It Mini Warehouse Co. and the repayment of notes owed by U-Store-It Mini Warehouse Co. to them, and will use approximately $18.7 million of this cash to repay loans from High Tide LLC.

      We will also use $1.6 million of the proceeds of this offering to repay the expected outstanding balance of a loan previously made to us by Robert J. Amsdell and Barry L. Amsdell.

      In some instances, Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and/or the Amsdell Entities have provided environmental indemnities and other similar undertakings to lenders in connection with mortgage loans secured by the facilities being contributed to us in our formation transactions. We will cause our operating partnership to assume the liabilities on these indemnities and other undertakings accruing from and after the closing of this offering. We also will seek to have Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and such Amsdell Entities released from these obligations to the extent accruing from and after the closing, and if we are not able to obtain these releases we will indemnify Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and Amsdell Entities with respect to any loss incurred pursuant to such obligations.

      Aqua Sun Investments, L.L.C., an entity owned by Robert J. Amsdell and Barry L. Amsdell, will enter into a lease with us which provides that we have the right to use an airplane owned by Aqua Sun Investments, L.L.C. at a rate of $1,250 for each hour of use of the aircraft and the payment of all taxes associated with our use of the aircraft.

      We also intend to enter into employment agreements with our executive officers at the closing of this offering which will provide for salary, bonus and other benefits, including severance upon a change of control or termination of employment under certain circumstances. Also as a part of their employment arrangements, Steven G. Osgood, Todd C. Amsdell and Tedd D. Towsley will be granted deferred shares with a value of $1.0 million, $1.0 million and $0.3 million, respectively, and options to purchase 200,000 shares, 200,000 shares and 100,000 shares, respectively.

8

      Upon completion of this offering and our formation transactions, Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and the Amsdell Entities collectively will own approximately 8.7 million shares and approximately 1.0 million operating partnership units, representing an approximate 28.3% beneficial interest in us on a fully diluted basis (25.5% if the underwriters’ over-allotment option is exercised in full).

      The following diagram depicts our ownership structure and the ownership structure of our operating partnership upon completion of this offering and the formation transactions.

Restrictions on Ownership of Our Common Shares

      Due to limitations on the concentration of ownership of REIT shares imposed by the Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” and for strategic reasons, our declaration of trust generally prohibits any shareholder from actually or constructively owning more than 5% of our outstanding common shares. Our declaration of trust provides an excepted holder limit that allows members of the Amsdell family, certain trusts established for the benefit of members of the Amsdell family and certain related entities, as a group, to own up to 29% of our common shares, so long as certain conditions are met. This excepted holder limit has been established in light of the fact that Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and certain Amsdell Entities will own approximately 26% of our common shares upon

9

Our Distribution Policy

      To satisfy the requirements to qualify as a REIT, and to avoid paying tax on our income, we intend to make regular quarterly distributions of all, or substantially all, of our REIT taxable income (including net capital gains) to our shareholders. We intend to pay a pro rata initial distribution on our common shares with respect to the period commencing on the completion of this offering and ending December 31, 2004, based on a distribution of $0.28 per share for a full quarter. On an annualized basis, this would be $1.12 per share, or an annual distribution rate of approximately 6.2% based on an initial public offering price of $18.00 per share, which is the midpoint of the range indicated on the cover page of this prospectus. We expect approximately 40% to 50% of these distributions will represent a return of capital during our tax year ending December 31, 2005.

      We estimate that this initial annual rate of distribution will represent approximately 108.5% of our estimated cash available for distribution to our common shareholders for the 12 months ending June 30, 2005. This estimate is based upon our pro forma operating results and does not take into account our growth initiatives, which we believe will increase our cash available for distribution, nor does it take into account any unanticipated expenditures we may have to make or any debt we may have to incur. If sufficient cash is not generated from operations to pay our estimated initial annual distribution or to satisfy the requirement that we distribute at least 90% of our REIT taxable income and to avoid paying tax on our REIT taxable income, we expect to borrow to fund the shortfall. To the extent that we make distributions in excess of our earnings and profits, as computed for federal income tax purposes, these distributions will represent a return of capital, rather than a dividend, for federal income tax purposes.

      Any future distributions we make will be at the discretion of our board of trustees and will depend upon, among other things, our actual results of operations. See “Distribution Policy.” Our actual results of operations and our ability to pay distributions will be affected by a number of factors, including the revenue we receive from our facilities, our operating expenses, interest expense, recurring capital expenditures and unanticipated expenditures. For more information regarding risk factors that could materially adversely affect our actual results of operations, please see “Risk Factors” beginning on page 17.

Our Principal Office

      Our principal executive office is located at 6745 Engle Road, Suite 300, Cleveland, Ohio 44130. Our telephone number is (440) 234-0700. Our website address is www.u-store-it.com. The information on our website does not constitute a part of this prospectus.

10

Tax Status

      We intend to elect to be taxed as a REIT under the Code beginning with our taxable year that commences prior to the closing of this offering and ends on December 31, 2004. Our qualification as a REIT depends upon our ability to meet on a continuing basis, through actual annual and quarterly operating results, various complex requirements under the Code relating to, among other things, the nature and sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our shares. We believe that we will be organized in conformity with the requirements for qualification and taxation as a REIT under the Code and that our intended manner of operation will enable our company to meet the requirements for qualification and taxation as a REIT for federal income tax purposes.

      As a REIT, we generally will not be subject to federal income tax on REIT taxable income that we distribute to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax at regular corporate rates even if we distribute our income. Even if we qualify for taxation as a REIT, we may be subject to some federal, state and local taxes on our income and facilities. U-Store-It Mini Warehouse Co., our taxable REIT subsidiary that will, among other things, conduct a portion of our operations related to selling products and providing certain services to our customers, also will be subject to federal, state and local income taxes.