Ids Shurgard Income Growth Partners LP II · 10-K · For 12/31/94

Filed On 3/31/95   ·   SEC File 0-18494   ·   Accession Number 843023-95-6

Annual Report   ·   Form 10-K
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 1: 10-K        Annual Report                                         13±    64K 
 2: EX-13       Annual or Quarterly Report to Security Holders         8±    37K 
 3: EX-27       Financial Data Schedule                                1      6K 

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14                
FORM 10-K     

SECURITIES AND EXCHANGE COMMISSION      
Washington, D.C. 20549      

[ X ]                                        ANNUAL REPORT PURSUANT TO          
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934       $250 

For the fiscal year ended    December 31, 1994                                  

OR          

[    ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE              
SECURITIES                                                            
EXCHANGE ACT OF 1934                  [NO FEE REQUIRED]           

For the transition period from --------------- to --------------------.         

Commission file number    33-25729                                              

     IDS/SHURGARD INCOME GROWTH PARTNERS L.P. II
(Exact name of registrant as specified in its charter)      

Washington                         91-1436174                   
(State of organization)              (IRS Employer Identification No.)          

1201 Third Avenue, Suite 2200, Seattle, Washington 98101          
(Address of principal executive offices)      (Zip code)          

Registrant's telephone number, including area code:  (206) 624-8100           

Securities registered pursuant to Section 12(b) of the Act:  None               

Securities registered pursuant to Section 12(g) of the Act:                     

Units of Limited Partnership Interest     
(Title of class)      

Indicate by check mark whether the registrant (1) has filed all       
reports required to be filed by Section 13 or 15(d) of the Securities           
Exchange Act of 1934 during the preceding 12 months (or for such shorter        
period that the registrant was required to file such reports), and (2) has      
been subject to such filing requirements for the past 90 days.                  
                                           Yes   X    No____

Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained          
herein, and will not be contained, to the best of registrant's knowledge,       
in definitive proxy or information statements incorporated by reference in      
Part III of this Form 10-K or any amendment to this Form 10-K.                  
                                                   [   X   ]

DOCUMENTS INCORPORATED BY REFERENCE     
The Annual Report to Security Holders for the fiscal year ended       
December 31, 1994 are incorporated by reference into Part II and III of         
this Form 10-K.                                                                 

PART I      

ITEM 1.   BUSINESS.                                                             

General                                                                         
IDS/Shurgard Income Growth Partners L.P. II was organized under the   
laws of the State of Washington on November 15, 1988.  The General Partner      
is Shurgard Associates L.P. II.  The Partnership will terminate December        
31, 2030, unless terminated at an earlier date.                                 

The business of the Partnership is to acquire, develop and operate    
storage centers.  The principal investment objectives of the Partnership        
are to provide the Limited Partners with regular quarterly cash                 
distributions which, for Taxable Limited Partners, are expected to be           
partially tax-sheltered; to obtain long-term appreciation in the value of       
its properties; and to preserve and protect the Limited Partners' capital.      
The Partnership began operations during 1989, at which time it obtained         
approximately $10.3 million in short-term financing for the purchase of two     
existing storage facilities.  The offering was completed in April 1990 with     
total proceeds raised through the sale of limited partnership interest of       
approximately $28.8 million.  This enabled the Partnership to retire the        
short-term loans and purchase an additional five existing storage centers       
and one partially completed facility.  For more information regarding the       
properties owned by the Partnership at December 31, 1994, see Item 2 below.     

Self-Service Storage                                                            
Self-service storage centers provide a low-cost alternative to        
warehousing and other forms of storage.  Storage customers vary from            
individuals and professionals to small and large businesses.  These             
customers rent an enclosed space or "unit" to store various items,              
including household goods, recreation vehicles, inventory and business          
records.  Individual units are secured by the customer's own lock and key       
and the property's security is maintained through a computerized access         
system.  Storage space is rented on a month-to-month basis and the typical      
rental period for storage tenants is less than two years.  This short           
rental period makes it necessary for management to continually re-lease         
available space in order to maximize property revenues.  The primary            
technique for renting available space is through advertisements placed in       
local Yellow Pages and through signage at the property site.  In addition,      
the Partnership may utilize various promotional programs to stimulate           
rental activities at a particular facility or within specific market areas.     

The Partnership's storage centers are designed to offer high-quality  
storage space for personal and business use at a competitive price.  Rental     
rates reflect the comparative quality of the center (security,                  
accessibility and appearance), as well as the superior service provided by      
on-site managers.  Because storage leases are short term, any adjustments       
in rental rates due to inflation or other market factors can become             
effective promptly after they are announced by the Partnership.                 

While rental income from leased space constitutes the primary source  
of revenue from the properties, additional revenue is generated from            
incidental services and products available at the storage centers.              
Management believes that providing such ancillary services will become          
increasingly important as competition forces operators to seek to               
differentiate their product.  The Partnership currently receives additional     
revenue from storage supplies sales as well as truck rental operations.         

Property Management                                                             
The Partnership has entered into a Management Services Agreement with 
Shurgard Incorporated, an affiliate of the General Partner, whereby             
Shurgard Incorporated has agreed to manage the Partnership's properties for     
a monthly fee of 6% of the gross revenues from operations of storage            
centers, plus $75 per month per facility for rendering advertising              
services.  Since the management of the centers is supervised by Shurgard        
Incorporated, all on-site managers and associate managers are employees of      
the management company.  As of February 6, 1995, there were 13 such             
employees on-site at the Partnership's storage centers.                         

Under the Management Services Agreement, Shurgard Incorporated has    
granted the Partnership the non-exclusive right to use the name, trademark      
and service mark "Shurgard" in connection with the rental and operation of      
its properties.  The Management Services Agreement can be terminated            
without cause by the Partnership with sixty days written notice.  However,      
if the agreement is so terminated, all rights to use the "Shurgard" name,       
trademark and service mark are also terminated and any signs bearing the        
name "Shurgard" are to be removed at the Partnership's expense.  If the         
agreement is terminated by Shurgard Incorporated for reasons other than the     
Partnership's breach thereof, or Shurgard Incorporated is terminated for        
cause, the Partnership will maintain the right to use the "Shurgard" name,      
trademark, service mark and related items until the properties are sold or      
otherwise disposed of.  However, such rights may not be passed on to any        
subsequent purchaser of a property.                                             

On March 24, 1995, Shurgard Incorporated was merged into Shurgard     
Storage Centers, Inc.  As a result of the merger, SSCI assumed all of           
Shurgard Incorporated's rights and obligations under the Management             
Services Agreement and will manage the Partnership's properties on the          
terms set forth in the Management Services Agreement.                           

Competition                                                                     
Relatively low increases in storage supply and continued increases in 
the industry demand have driven substantial occupancy gains over the last       
several years.  Management considers occupancy levels in the 90% range to       
be "full", and as such they believe significant future occupancy gains will     
be difficult to obtain.  Management anticipates that future increases in        
revenues from storage centers currently owned by the Partnership will be        
primarily the result of rental rate increases.  To the extent that the          
existing properties continue to operate profitably, this will likely            
stimulate further development and result in greater competition between the     
newly developed and existing properties.                                        

Entry into the self-storage business through acquisition of existing  
facilities is relatively easy for persons or institutions with the required     
initial capital.  Development of new self-storage facilities is more            
difficult, however, due to zoning, environmental and other regulatory           
requirements.  Management has seen recent increases in storage development,     
but anticipates that this development will not begin to effect industry         
occupancies until 1996 or 1997.  The Partnership competes with, among           
others, national and regional storage operators and developers.                 
Performance at any one location is generally most  influenced by                
competition within a three to five mile radius.  The primary factors upon       
which competition will be based are location, rental rates, suitability of      
the property's design to prospective tenants' needs and the manner in which     
the property is operated and marketed.  The Partnership has established         
itself within its markets as a quality operator, emphasizing customer           
service and security.                                                           

Competition may be accentuated by any increase in availability of     
funds for investment in real estate.  Rising interest rates tend to             
decrease the availability of funds and therefore can have a positive impact     
on competition.  The extent to which the Partnership is affected by             
competition will depend in significant part on general market conditions.       

Disposition of Assets                                                           
As originally stated, the Partnership plans to dispose of its interest
in its properties seven to nine years after acquisition or completion of        
the properties' development, i.e., between 1996 and 2000.  However, as          
originally indicated, the actual time of the sale depends on a variety of       
factors not capable of prediction, including future property values,            
availability of credit worthy purchasers, existing financing opportunities,     
operating results and the Partnership's assessment of the respective merits     
of the continued operation or disposition of the properties.                    

ITEM 2.   PROPERTIES.                                                           

The following table lists each of the Partnership's storage centers at
December 31, 1994, the metropolitan area they serve, the respective             
rentable space, the acquisition or completion date, and the square foot         
occupancy at December 31, 1994, 1993 and 1992.                                  

                                                        · Enlarge/Download Table
                                                                                          
                                           Rentable                                       
                           Metropolitan     Square    Acquisition/   Occupancy at Dec. 31,
                               Area         Footage    Completion                         
                                                          Date       1992    1993    1994 
                        -----------------  --------  --------------  ----    ----    ---- 
Shurgard of Orange      Los Angeles, CA     90,200        2/89        92      91      92  
Shurgard of Sterling    Detroit, MI         104,650       12/88       92      95      88  
Heights                                                                                   
Shurgard of Newport     Newport News, VA    59,000        8/89       <F1>    <F1>    <F1> 
News North                                                                                
Shurgard of Chesapeake  Virginia Beach,     31,900        8/89       <F1>    <F1>    <F1> 
                        VA                                                                
Shurgard of Leesburg    Washington, D.C.    27,510        8/89       <F1>    <F1>    <F1> 
Shurgard of T.C.        Houston, TX         64,012        4/90        73      92      92  
Jester                                                                                    
Shurgard of Bellefield  Bellevue, WA        64,774        2/90        89      92      93  
Shurgard of Kennydale   Bellevue, WA        58,450        5/91        74      91      91  

<F1>  These properties are individually less than 10% of historical cost.  The            
average occupancy of these projects was 92%, 88% and 87% for the years                    
1992, 1993 and 1994, respectively.                                                        

Shurgard of Kennydale was purchased from an affiliated partnership    
after approval by a majority vote of limited partners.  The Houston, Texas      
center was purchased from Shurgard Incorporated at its net cost.  The           
remaining six centers were purchased from unaffiliated sellers.                 

ITEM 3.   LEGAL PROCEEDINGS.                                                    

None.                                                                 

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                  

None.                                                                 

PART II     

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER         
MATTERS.                                                    

(a)  Market information.                                    
         There is no established public market for the Partnership's
units of limited partnership interest.                      
      Transfers of limited partner interests are restricted in
certain circumstances.  Transfers which would result in the 
    termination of the Partnership under Section 708 of the Internal
    Revenue Code, transfers of fractional units, and transfers which
   result in a limited partner owning less than the minimum number
   of units are restricted.  There is a fee charged for transfers.

(b)  Holders.                                     
       As of February 6, 1994, there was one general partner and
approximately 4,200 limited partners in the Partnership.    

(c)  Distributions.                                         
       During the fiscal years ended December 31, 1993 and 1994,
   the Partnership distributed $15.62 and $15.78 respectively, per
     $250 unit of limited partnership interest.  In February 1995, the
Partnership distributed $4.06 per $250 unit of limited      
partnership interest.  As of December 31, 1994, total       
    distributions of $9,036,743 are greater than total earnings on a
     basis consistent with generally accepted accounting principles by
 $3,145,188.  Therefore, the partners' original investment has
 been reduced by that amount for financial reporting purposes.

ITEM 6.   SELECTED FINANCIAL DATA.                                              

The information called for by this item is incorporated by reference  
of the Annual Report to Security Holders for the fiscal year ended December     
31, 1994, a copy of which is filed as Exhibit 13.                               

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND       
THE RESULTS OF OPERATIONS.                                  

The information called for by this item is incorporated by reference  
of the Annual Report to Security Holders for the fiscal year ended December     
31, 1994, a copy of which is filed as Exhibit 13.                               

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                          

The information called for by this item is incorporated by reference  
of the Annual Report to Security Holders for the fiscal year ended December     
31, 1994, a copy of which is filed as Exhibit 13.                               

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND       
FINANCIAL DISCLOSURE.                                       

None.                                                                 

PART III                

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.                   

The Partnership's General Partner is Shurgard Associates L.P. II, a   
Washington limited partnership.  Shurgard Associates L.P. II is managed by      
the directors and executive officers of Shurgard General Partner, Inc., the     
corporate General Partner, and by the Individual General Partners.              
Shurgard Incorporated and IDS Partnership Services Corporation (IPSC), a        
Minnesota corporation, are limited partners of Shurgard Associates L.P. II,     
and as such, do not control the day-to-day affairs of the General Partner       
or, through the General Partner, the Partnership.  Management of the            
operations of Partnership projects is performed by Shurgard Incorporated        
pursuant to the Management Services Agreement.                                  

The directors of Shurgard General Partner, Inc. have been elected to  
serve until their successors are duly elected and qualified.  As the sole       
shareholder of Shurgard General Partner, Inc., Charles K. Barbo is in a         
position to control the election of directors.  Mr. Barbo is a party to a       
business agreement whereby he shall use his best efforts to cause Donald B.     
Daniels to be elected a vice president and director of Shurgard General         
Partner, Inc., so long as Mr. Daniels is willing to serve in such               
positions.                                                                      

The directors and officers of Shurgard General Partner, Inc., are     
required to devote only so much of their time to the Partnership's affairs      
as is necessary or required for the effective conduct and operation of the      
Partnership's business.  The Individual General Partners devote their           
individual time to the Partnership to the extent they deem advisable in         
view of the participation of Shurgard Incorporated in Partnership affairs       
and such other factors as they consider relevant.                               

The Individual General Partners of Shurgard Associates L.P. II and the
executive officers, directors and certain key personnel of Shurgard General     
Partner, Inc., and Shurgard Incorporated are as follows:                        

Name               Age  Company                      Office and Date of Election
------------------ ---  ---------------------------- ---------------------------
Charles K. Barbo   53   Shurgard Associates L.P. II  Individual General Partner 
                                (1988)
                       Shurgard Incorporated        President (1992), Chairman
                                             of the Board (1979)
                       Shurgard General Partner,    President (1992), Chairman
                Inc.                         of the Board (1983)

Arthur W. Buerk    58   Shurgard Associates L.P. II  Individual General Partner 
                                (1988)
            Shurgard Incorporated        Director (1982)
            Shurgard General Partner,    Director (1979)
Inc.                            

Donald B. Daniels  56   Shurgard Incorporated        Vice President (1983),     
                                         Director (1972)
                   Shurgard General Partner,    Vice President (1983),
            Inc.                         Director (1979)

Kristin H. Stred   36   Shurgard Incorporated        Secretary (1992)           
             Shurgard General Partner,    Secretary (1992)
Inc.                            

Michael Rowe       38   Shurgard Incorporated        Executive Vice President   
                                (1993)
Harrell Beck       38   Shurgard Incorporated        Treasurer (1992)           
             Shurgard General Partner,    Treasurer (1992)
Inc.                            

David Grant        41   Shurgard Incorporated        Executive Vice President   
                                (1993)

On March 24, 1995, Shurgard Incorporated was merged into Shurgard     
Storage Centers, Inc. ("SSCI").  Pursuant to this merger, Shurgard Storage      
Centers, Inc. succeeds to rights and responsibilities of Shurgard               
Incorporated and will perform all the duties previously performed by            
Shurgard Incorporated, including supervision of the operation of the            
Partnership projects.  The directors, executive officers and key personnel      
of Shurgard Storage Centers, Inc. are as follows:                               

                                                                · Download Table
                                                                                   

      Name        Age  Positions and Offices With the Company                      
---------------   ---  ------------------------------------------                  
Charles K. Barbo  53   Chairman of the Board, President and Chief Executive Officer
Harrell L. Beck   38   Director, Senior Vice President, Chief Financial Officer and
                        Treasurer                                                  
Dan Kourkoumelis  43   Director                                                    
Donald W. Lusk    66   Director                                                    
Wendell J. Smith  61   Director                                                    
David K. Grant    41   Executive Vice President                                    
Michael Rowe      38   Executive Vice President                                    
Kristin H. Stred  36   Senior Vice President, Secretary and General Counsel        


Charles K. Barbo has been involved as a principal in the real estate  
investment industry since 1969.  Mr. Barbo is one of the co-founders of         
Shurgard Incorporated, which was organized in 1972 to provide property          
management services for self-service storage facilities and other real          
estate and commercial ventures.  Mr. Barbo was also a co-founder of             
Shurgard General Partner, Inc.  Upon Mr. Buerk's resignation on January 1,      
1992, Mr. Barbo assumed the responsibilities of President of Shurgard           
Incorporated until March 24, 1995 and Shurgard General Partner, Inc.  Mr.       
Barbo is also a general partner in a number of other public real estate         
partnerships.  On March 24, 1995, Mr. Barbo was named the Chairman of the       
Board, President and Chief Executive Officer of Shurgard Storage Centers,       
Inc.                                                                            

Arthur W. Buerk joined Shurgard Incorporated in 1977.  During the     
ensuing years, Mr. Buerk shared with Messrs. Barbo and Daniels (see below)      
the various executive management functions within Shurgard Incorporated.        
Mr. Buerk served as President of Shurgard Incorporated from 1979 to 1991        
and Shurgard General Partner, Inc. from 1983 to 1991.  Effective January 1,     
1992, Mr. Buerk resigned as President of both Shurgard Incorporated and         
Shurgard General Partner, Inc. to pursue other avenues of interest.  He         
remains a director of Shurgard General Partner Inc. as well as a general        
partner of Shurgard Associates L.P. II and until March 24, 1995, remained a     
director of Shurgard Incorporated.  Mr. Buerk is also a general partner in      
a number of other public real estate partnerships.  Mr. Buerk holds no          
office in Shurgard Storage Centers, Inc.                                        

Donald B. Daniels has been involved in the real estate investment     
industry since 1971 and in the self-service storage industry since 1974.        
Mr. Daniels is one of the co-founders of Shurgard Incorporated.  He is a        
director of Shurgard General Partner, Inc. and was a director of Shurgard       
Incorporated until March 24,1995.  Mr. Daniels is also a general partner in     
a number of other real estate partnerships.  Mr. Daniels holds no office in     
Shurgard Storage Centers, Inc.                                                  

Kristin H. Stred joined Shurgard Incorporated in 1992.  She served as 
General Counsel and Secretary of Shurgard Incorporated until March 24, 1995     
and currently serves as Secretary of Shurgard General Partner, Inc.  Ms.        
Stred served as a corporate attorney in the broadcasting and aerospace          
industries from 1987 to 1992.  On March 24, 1995, Ms. Stred was named           
Senior Vice President of Shurgard Storage Centers, Inc.  She also serves as     
Secretary and general counsel of Shurgard Storage Centers, Inc.                 

Michael Rowe came to Shurgard Incorporated as Controller in 1982.  In 
1983, he became a Vice President and, in 1987, was named Director of            
Operations of Shurgard Incorporated.  Mr. Rowe served as Treasurer of both      
Shurgard Incorporated and Shurgard General Partner, Inc. from 1983 to 1992.     
He served as Executive Vice President of Shurgard Incorporated from 1993        
until March 24, 1995.  Mr. Rowe currently serves as Executive Vice              
President of Shurgard Storage Centers, Inc.                                     

Harrell Beck joined Shurgard Incorporated in April 1986 as the Eastern
Regional Operations Manager and, in 1990, he became the Chief Financial         
Officer.  Mr. Beck served as Treasurer of Shurgard Incorporated from 1992       
until March 24, 1995.  He currently serves as Director, Treasurer and CFO       
of Shurgard Storage Centers, Inc. as well as Treasurer of Shurgard General      
Partner, Inc.  On March 24, 1995, Mr. Beck was named Senior Vice President      
of Shurgard Storage Centers, Inc.                                               

David K. Grant joined Shurgard Incorporated in November 1985 as       
Director of Real Estate Investment.  Mr. Grant was elected Vice President       
of Shurgard Incorporated in 1992 and Executive Vice President in 1993.  On      
March 24, 1995, Mr. Grant was named Executive Vice President of Shurgard        
Storage Centers, Inc.                                                           

Dan Kourkoumelis has served as a director of Shurgard Storage Centers,
Inc. since March 1994.  He is the President, Chief Operating Officer and a      
director of Quality Food Centers, Inc. ("QFC"), a publicly held corporation     
that operates the largest independent supermarket chain in the Seattle          
area.  Mr. Kourkoumelis joined QFC in 1967 and has held a variety of            
positions since then.  He served as Executive Vice President from 1983 to       
1987, when he also became Chief Operating Officer, and became President in      
1989 and a director in 1991.                                                    

Donald W. Lusk has served as a director of Shurgard Storage Centers,  
Inc. since March 1994.  He is the President of Lusk Consulting Group, which     
is engaged in general management consulting, as well as the formation and       
delivery of management development programs in Western Canada.  From 1974       
to 1991, Mr. Lusk was Regional Managing Partner of Management Action            
Programs in the Pacific Northwest.                                              

Wendell J. Smith has served as a director of Shurgard Storage Centers,
Inc. since March 1994.  He retired in 1991 from the State of California         
Public Employees Retirement System ("Calpers") after 27 years of                
employment, the last 21 in charge of all real estate equities and mortgage      
acquisitions for Calpers.  During those 21 years, Calpers invested over $8      
billion in real estate and mortgages.  In 1991, Mr. Smith established           
W.J.S. & Associates, which provides advisory and consulting services for        
pension funds and pension fund advisors.                                        

Pursuant to Articles 16 and 17 of the Agreement of Limited            
Partnership, a copy of which is filed as an exhibit to the Partnership's        
Registration Statement, each of the general partners continues to serve         
until (i) death, insanity, insolvency, bankruptcy or dissolution, (ii)          
withdrawal with the consent of the other general partners (if any) and a        
majority vote of the limited partners, or (iii) removal by a majority vote      
of the limited partners.                                                        

ITEM 11.  EXECUTIVE COMPENSATION.                                               

Number of          Capacities                                     
Persons in          in which               Cash                   
Group             Served             Compensation             
-----------------------------------    ---------------                
1           General Partner          95,600*              

  *The General Partner has a 5% interest in cash distributions made by the
Partnership, which is disproportionate to its share of the capital of 
  the Partnership, which is .0035%.  This amount represents the portion of
cash distributions made to the General Partner during the fiscal year 
ended December 31, 1994, which is in excess of what a proportionate   
share of distributions would have been.                               

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND                   
MANAGEMENT.                                       
(a)  Security ownership of certain beneficial owners as of  
February 6, 1995:                                 
  None owning more than 5% of the Partnership's voting
securities.                                       

 (b)  Security ownership of management as of February 6, 1995:
         Management's security ownership in Shurgard Associates L.P.
II as of February 6, 1995 was as follows:         

 Title of               Name of                      Percent
   Class             Beneficial Owner                 of Class
   --------       -------------------------------      ---------
  General       Shurgard General Partner, Inc.1,2        .2%
  Partners'     Charles K. Barbo2                       9.9%
  Interest      Arthur W. Buerk2                        9.9%
                Shurgard Incorporated3,4               40.0%
                IDS Partnership Services Corporation3  40.0%
                                                      ----
                                                        100.0%
                                                      ====

     1 Charles K. Barbo owns 100% of the stock of Shurgard General
Partner, Inc.                                     
    2 Owner is a General Partner of Shurgard Associates L.P. II.
    3 Owner is a Limited Partner of Shurgard Associates L.P. II.
4 On March 24, 1995, these interests were transferred to
    Shurgard Storage Centers, Inc. pursuant to the merger.
          Although Shurgard Storage Centers, Inc. acquired through the
    merger Shurgard Incorporated's interest in the General
         Partner, substantially all of the appreciation in the value
       of that interest during the next five years will inure to
         the benefit of the shareholders of Shurgard Incorporated in
        the form of additional shares of Shurgard Storage Centers,
       Inc.  As a consequence, the future benefits to be derived
      from the interest in the General Partner (except current
        operating cash flow and appreciation after five years), if
   any, will be received by the shareholders of Shurgard
       Incorporated (including members of management of Shurgard
         Storage Centers, Inc.) and not by Shurgard Storage Centers,
Inc. or its shareholders."                        

(c)  Changes in control:      On March 24, 1995, Shurgard   
         Incorporated was acquired by Shurgard Storage Centers, Inc.
          Pursuant to this merger, Shurgard Storage Centers, Inc. will
     perform all the duties previously performed by Shurgard
         Incorporated, including supervision of the operation of the
          Partnership projects. For the directors, executive officers,
   key personnel of Shurgard Storage Centers, Inc. and a
      description of the circumstances under which the General
   Partner may be removed, see Item 10 of this form 10K.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                       

The Partnership agreement provides a fee payable to Shurgard          
Incorporated for property management services equal to 6% of gross revenues     
from self-service storage operations for day-to-day professional property       
management services.  The monthly fee for management services will be           
reduced to 3% if leasing services are performed by a party other than           
Shurgard Incorporated.  Payments to Shurgard Incorporated for such              
management totaled $242,259 for the year ended December 31, 1994.               
Subsequent to March 24, 1995, the property management services will be          
performed by Shurgard Storage Centers, Inc.                                     

Note C at page 9 of the Annual Report to Security Holders for the year
ended December 31, 1994, a copy of which is included as Exhibit 13, is          
incorporated by reference.  In addition, Shurgard Incorporated will receive     
fees from the Partnership as specified in the Agreement of Limited              
Partnership, reference to which is made as Exhibit 3(a), and in the             
Management Services Agreement, reference to which is made as Exhibit 10(a),     
both of which documents are incorporated by reference.  Shurgard Storage        
Centers, Inc. will succeed Shurgard Incorporated with respect to these          
agreements.  On March 24, 1995 pursuant to the merger, the shareholders of      
Shurgard Incorporated received shares of Shurgard Storage Centers, Inc.         
The following persons owned approximately the designated percentages of the     
named corporation's outstanding common stock.                                   

                                                Ownership  Ownership
                                            of Shurgard     of
Person            Relationship to Partnership            Inc.     SSCI (1)      
-----           --------------------------------      ----------  ---------     

Charles K. Barbo  Individual General Partner                                    
of Shurgard Associates L.P.           
President and Chairman of the Board of      
            Shurgard General Partner, Inc.       48%        4%

Arthur W. Buerk   Individual General Partner of                                 
            Shurgard Associates L.P.             25%         *
Director of Shurgard General Partner, Inc.  

Donald B. Daniels Director and Vice President of                                
            Shurgard General Partner, Inc.       13%         *

As shareholders of the named corporation these individuals may benefit
indirectly from the transactions disclosed in this item.                        

(1)   Pursuant to the terms of the merger, Shurgard Incorporated            
shareholders will be entitled to receive additional Shurgard Storage        
Centers, Inc. shares based on (i) the extent to which, during the five      
years following the closing of the merger, Shurgard Storage Centers,        
Inc. realized value as a result of certain transactions relating to,        
among others, Shurgard Storage Centers, Inc.'s interest in the General      
Partner and (ii) the value, at the end of five years or in the event of     
a change of control, of any remaining interests in the General Partner      
as determined by independent appraisal.  The ownership percentages in       
SSCI above do not reflect theses additional shares.                         

*  Mr. Buerk and Mr. Daniels each own less than 1% of SSCI.                 

PART IV                 

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-     
-K.                                                         

(a)  1.   Financial statements:                                                 

       The following financial statements of IDS/Shurgard Income
    Growth Partners L.P. II are incorporated by reference in Part II
and are filed as Exhibit 13:                                

Balance sheets - December 31, 1994 and 1993                 
Statements of earnings - Three years ended December 31, 1994
         Statements of partners' equity (deficit) - Three years ended December
31, 1994                                                
  Statements of cash flows - Three years ended December 31, 1994
       Notes to combined financial statements - Three years ended December
31, 1994                                                
Independent auditors' report                                

2.   All schedules are omitted because either they are not  
    applicable or the required information is shown in the financial
statements or notes thereto.                                

3.   Exhibits:                                                        

          All exhibits to this report are listed in the Exhibit Index.

(b)  Reports on Form 8-K:                                                       

None.                                                       

SIGNATURES      

Pursuant to the requirements of Section 13 or 15(d) 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.             

Date:  March 29, 1995    IDS/SHURGARD INCOME GROWTH PARTNERS L.P. II            

                  By:   Shurgard Associates L.P. II, General Partner

                       By:  Shurgard General Partner, Inc. General Partner

By:   HARRELL BECK
                 Harrell Beck, Treasurer

By: CHARLES K. BARBO        
               Charles K. Barbo, General Partner

By: ARTHUR W. BUERK         
              Arthur W. Buerk, General Partner

Pursuant to the requirements of the Securities Exchange Act of 1934,  
this report has been signed below by the following persons on behalf of the     
registrant and in the capacities and on the dates indicated:                    

Signature                   Title                           Date    
 ----------------   ----------------------------------         ---------------

 CHARLES K. BARBO   President, Chairman of the Board and        March 29, 1995
Charles K. Barbo   Director of Shurgard General Partner, Inc.               
(principal executive officer)         

 ARTHUR W. BUERK    Director of Shurgard General Partner, Inc.  March 29, 1995
Arthur W. Buerk    (principal executive officer)                            

 HARRELL BECK       Treasurer of Shurgard General Partner, Inc. March 29, 1995
Harrell Beck       (principal financial officer and principal               
accounting officer)                 

Exhibit Index     

  Exhibit                                Reference or Sequential Page Number
   -----------------------------------    ------------------------------------
3.  Articles of incorporation and by-laws  Filed as Exhibit 3 to Form S-11 for  
(a) Agreement of Limited Partnership   Registration No. 33-25729        
4.  Instruments defining the rights of     See Exhibit 3(a), above              
security holders, including                                             
indentures                                                              
10. Material contracts:                    Filed as Exhibit 10(a) to Form S-11  
(a) Management Services Agreement      for Registration No. 33-25729    
13. Annual report to security holders      Filed as Exhibit 13 to Form 10 K for 
                               Registration No. 33-25729
21. Subsidiaries of the registrant         See Item 1 of this Form 10-K         

27. Financial Data Schedule                Filed as Exhibit 27 to Form 10 K for 
                               Registration No. 33-25729

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10-K Filing		Date		Other Filings
		1/1/92
		12/31/92
		12/31/93
		2/6/94
For The Period Ended		12/31/94
		2/6/95
		3/24/95
		3/29/95
Filed On / Filed As Of		3/31/95		10-Q
		12/31/30
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