SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

August 3, 2006

(Date of Report (Date of Earliest Event Reported))

EXTRA SPACE STORAGE INC.

(Exact Name of Registrant as Specified in Its Charter)

2795 East Cottonwood Parkway, Suite 400

Salt Lake City, Utah 84121

(Address of Principal Executive Offices)

(801) 562-5556

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 3, 2006, Extra Space Storage Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2006. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

99.1 Press Release dated August 3, 2006

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Exhibit 99.1

FOR IMMEDIATE RELEASE

Extra Space Storage Inc. Reports Results for the Three and Six Months Ended June 30, 2006

Company Increases FFO Per Share by 71% to $0.24.

Same-Store Revenue Rises 6.6%, Same-Store NOI Up 7.6%.

SALT LAKE CITY, Utah, August 3, 2006 – Extra Space Storage Inc. (the “Company”) (NYSE: EXR) announced today operating results for the three and six months ended June 30, 2006. “Our financial results for the second quarter reflect our strong operating performance and continued demand for self storage in the majority of our markets,” said Kenneth M. Woolley, CEO and Chairman of Extra Space Storage Inc.

Second Quarter 2006 Highlights:

•                  Achieved funds from operations (“FFO”) of $0.24 per diluted share, an increase of $0.10, or 71.4% compared to the second quarter of 2005.

•                  Posted increases of 6.6% and 7.6%, respectively, in revenue and net operating income (“NOI”) on 103 same-store properties compared to the second quarter of 2005.

•                  Completed the acquisition of eight self-storage properties for approximately $58.0 million.

•                  Declared and paid a regular quarterly dividend of $0.2275 per share.

The results for the three and six months ended June 30, 2006 include the operations of 556 properties, 208 of which are consolidated and 348 of which are in joint ventures accounted for using the equity method, compared to the results for the three and six months ended June 30, 2005, which included the operations of 148 properties, 130 of which were consolidated and 18 of which were held in joint ventures accounted for using the equity method. The increase in properties is primarily due to the acquisition of Storage USA on July 14, 2005. Results for both periods include equity in earnings of real estate joint ventures, third-party management fees and acquisition and development fees.

FFO Per Share:

FFO per fully diluted share for the three months ended June 30, 2006 was $0.24 compared to $0.14 for the three months ended June 30, 2005, an increase of 71.4%. FFO per fully diluted share for the six months ended June 30, 2006 was $0.43 compared to $0.29 for the six months ended June 30, 2005, an increase of 48.3%. FFO available to common shareholders was $13.2 million for the three months ended June 30, 2006, as compared to $4.8 million for the three months ended June 30, 2005, an increase of 175.0%. FFO available to common shareholders was $24.2 million for the six months ended June 30, 2006, as compared to $9.9 million for the six months ended June 30, 2005, an increase of 144.4%. The following table sets forth the calculation of FFO per share (dollars are in thousands, except for per share data):

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FFO, a widely accepted measure of Real Estate Investment Trust (“REIT”) performance, provides relevant and meaningful information about the Company’s operating performance that is necessary, along with net income (loss) and cash flows, for an understanding of the Company’s operating results. FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”) as net income (loss) computed in accordance with U.S. generally accepted accounting principles (“GAAP”), excluding gains or losses on sales of properties, plus depreciation and amortization and after adjustments to record unconsolidated partnerships and joint ventures on the same basis. The Company believes that to further understand its performance, FFO should be considered along with the reported net income (loss) and cash flows in accordance with GAAP, as presented in the condensed consolidated financial statements.

The computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently. FFO does not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to net income (loss) as an indication of the Company’s performance, as an alternative to net cash flow from operating activities as a measure of the Company’s liquidity, or as an indicator of the Company’s ability to make cash distributions.

Operating Results for the Three and Six Months Ended June 30, 2006:

Total revenues for the three and six months ended June 30, 2006, were $48.5 million and $93.9 million, respectively, compared to $24.6 million and $47.5 million, respectively, for the three and six months ended June 30, 2005. Net income for the three and six months ended June 30, 2006 was $3.1 million and $3.8 million, respectively, compared to net losses of $1.2 million and $1.9 million, respectively, for the three and six months ended June 30, 2005. Contributing to the increase in revenues and net income were the following:

•                  the acquisition of 70 wholly-owned properties, including 61 Storage USA properties on July 14, 2005;

•                  the acquisition of 15 wholly-owned properties during the six months ended June 30, 2006;

•                  the increase in management fees from additional joint-venture and third-party properties under management;

•                  the increase in equity in earnings from joint-venture properties; 

•                  and continued revenue gains from the Company’s wholly-owned lease-up and stabilized properties.

Total expenses for the three and six months ended June 30, 2006, were $33.7 million and $67.9 million, respectively, compared to $18.7 million and $36.4 million, respectively, for the three and six months ended June 30, 2005.

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In addition to the expansion of the Company’s total number of properties under management, other factors contributing to the increase in expenses included higher property taxes and utilities.

Interest expense for the three and six months ended June 30, 2006, was $12.8 million and $24.8 million, respectively, compared to $7.5 million and $13.7 million, respectively, for the three and six months ended June 30, 2005. The increases were due to a higher level of debt associated with property acquisitions, increased interest rates and the amortization of loan fees associated with raising additional debt.

Same-Store Portfolio: The Company’s same-store stabilized portfolio consists of 103 properties wholly-owned and operated by the Company at the beginning and at the end of the applicable periods presented and that had achieved stabilization as of the first day of such period. These results provide information relating to property level operating changes at these properties without the effects of acquisitions or completed developments. The results shown should not be used as a basis for future same-store performance or for the performance of the Company’s properties as a whole (dollars are in thousands, except for property data):

Same-store revenues for the three and six months ended June 30, 2006, increased 6.6% and 6.5%, respectively, compared to the three and six months ended June 30, 2005. The increase in revenue was primarily due to increased rental rates and increased occupancy. Occupancy as of June 30, 2006 was 88.9% compared to 87.7% as of June 30, 2005. Same–store expenses for the three and the six months ended June 30, 2005, increased 4.8% and 4.9%, respectively, compared to the three and six months ended June 30, 2005. The increase in expenses was predominantly due to higher property taxes and utilities.  As a result, NOI increased 7.6% and 7.4%, respectively, for the three and six months ended June 30, 2006, compared to the three and six months ended June 30, 2005.

Property Acquisitions:

During the three months ended June 30, 2006, the Company acquired eight properties located in Arizona, California, Kansas, Tennessee and Texas for approximately $58.0 million. During the six months ended June 30, 2006, a total of 15 properties were acquired by the Company for approximately $97.9 million.

Subsequent to quarter end, the Company acquired a property located in California for approximately $7.3 million. The Company has acquired 16 properties to date in 2006 for approximately $105.2 million. All of the properties acquired during 2006 are wholly-owned by the Company.

Quarterly Dividend Declared and Paid:

On May 31, 2006, the Company announced its second quarter common stock dividend of $0.2275 per share. The dividend was paid on June 30, 2006, to stockholders of record as of June 15, 2006. The dividend payment was calculated based on an expected annual dividend of $0.91 per share.

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Balance Sheet Flexibility:

As of June 30, 2006, the ratio of total fixed rate debt to total debt was approximately 89.1%. The weighted average interest rate was 5.4% for fixed rate loans and 6.7% for variable rate loans. The weighted average interest rate of all fixed and variable rate loans was 5.5%. The Company had $75.7 million of capacity on its line of credit, $25.0 million was outstanding as of June 30, 2006.

Kent Christensen, Chief Financial Officer, stated:  “Our strategy is to utilize debt financing to lower our overall cost of capital and increase returns to our shareholders. We believe our mix of equity and predominantly fixed-rate debt positions us to optimize FFO growth and capitalize on opportunities to accretively expand our portfolio.”

Outlook:

Wholly-owned same-store and other stabilized  properties:  For the three months ended June 30, 2006, the Company realized year-on-year revenue and NOI growth at its same-store stabilized and other wholly-owned stabilized store portfolios. Self-storage demand remains positive in the majority of markets we serve and the Company continues to expect same-store revenues for the remainder of 2006 to be higher than revenues achieved in 2005.

Wholly-owned properties acquired from Storage USA:  The 61 wholly-owned properties acquired from Storage USA in July 2005, of which 57 are considered stabilized, experienced solid growth in revenues and NOI for the three months ended June 30, 2006, compared to the three months ended June 30, 2005. The Company continues to expect revenues for the remainder of 2006 to be higher than revenues achieved in 2005.

The 337 properties acquired from Storage USA in July 2005 on a joint-venture basis, for which the Company has a minority equity interest and collects management fees, experienced continued growth in revenue and NOI for the three months ended June 30, 2006. The Company continues to expect revenues for the remainder of 2006 to be higher than revenues achieved in 2005 on this group of properties.

Lease-up property portfolio:  The Company’s 23 wholly-owned lease-up properties are expected to continue to grow occupancy and revenues, with a number of these properties expected to achieve full stabilization during the remainder of 2006.

Earnings Outlook:  For the calendar year 2006, the Company estimates diluted FFO to be between $0.97 and $1.01 per share. For the three months ending September 30, 2006, the Company estimates diluted FFO to be between $0.26 and $0.28 per share. The Company’s 2006 FFO outlook includes all of the property acquisitions that have occurred to date in 2006.

The Company’s full year estimate is based on the following assumptions:

•                  Stabilized property revenue growth of 4%-6%

•                  Stabilized property NOI growth of 4%-6%

•                  Increases in LIBOR of 25 basis points per quarter

•                  General and administrative expenses (net of development fees) of $36 million for the full year. This amount includes non-cash compensation expense of approximately $1.8 million.

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Mr. Woolley concluded:  “The second quarter showed that the synergies created with the integration of Extra Space Storage and Storage USA and the solid self-storage fundamentals in our markets are capable of supporting strong performance and continued growth. We’ve developed a fine team and believe we have implemented best practice operational and technology systems that are going a long way toward making us one of the best operated self-storage companies in the industry.”

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The following table sets forth additional information regarding the square foot occupancy of the Company’s stabilized properties organized by state as of June 30, 2006 and June 30, 2005.

Stabilized Property Data Based on Location

(1) Represents unit count as of June 30, 2006, which may differ from June 30, 2005 unit count due to unit conversions or expansions.

(2) Represents net rentable square feet as of June 30, 2006, which may differ from June 30, 2005 net rentable square feet due to unit conversions or expansions.

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The following table sets forth additional information regarding the occupancy of the Company’s lease-up properties organized by state as of June 30, 2006 and June 30, 2005.

Lease-up Property Data Based on Location

(1) Represents unit count as of June 30, 2006, which may differ from June 30, 2005 unit count due to unit conversions or expansions.

(2) Represents net rentable square feet as of June 30, 2006, which may differ from June 30, 2005 net rentable square feet due to unit conversions or expansions.

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Forward Looking Statement

Certain information set forth in this report contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions and other information that is not historical information. In some cases, forward-looking statements can be identified by terminology such as “believes,” “expects,” “may,” “will,” “should,” “anticipates,” or “intends” or the negative of such terms or other comparable terminology, or by discussions of strategy. We may also make additional forward-looking statements from time to time. All such subsequent forward-looking statements, whether written or oral, by us or on our behalf, are also expressly qualified by these cautionary statements.

All forward-looking statements, including without limitation, management’s examination of historical operating trends, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them, but, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved. All forward-looking statements apply only as of the date made. We undertake no obligation to publicly update or revise forward-looking statements which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this report. Any forward-looking statements should be considered in light of the risks referenced in “Part II. Item 1A. Risk Factors” below and in “Part I. Item 1A. Risk Factors” included in our Annual Report on Form 10-K.  Such factors include, but are not limited to:

•       changes in general economic conditions and in the markets in which we operate;

•       the effect of competition from new self-storage facilities or other storage alternatives, which would cause rents and occupancy rates to decline;

•       our ability to effectively compete in the industry in which we do business;

•       difficulties in our ability to evaluate, finance and integrate acquired and developed properties into our existing operations and to lease up those properties, which could adversely affect our profitability;

•       the impact of the regulatory environment as well as national, state, and local laws and regulations including, without limitation, those governing Real Estate Investment Trusts, which could increase our expenses and reduce our cash available for distribution;

•       difficulties in raising capital at reasonable rates, which could impede our ability to grow;

•       delays in the development and construction process, which could adversely affect our profitability; and

•       economic uncertainty due to the impact of war or terrorism which could adversely affect our business plan.

Supplemental Financial Information

Supplemental unaudited financial information regarding the Company’s performance can be found on the Company’s web site at www.extraspace.com. Click on the Investor Info section, and then on Financial Reports and the document entitled “Q2 2006 Supplemental Financial Information”.

Conference Call

Extra Space Storage Inc. will host a conference call at 11:00 a.m. Eastern Time on Friday, August 4, 2006, to discuss its second quarter 2006 results. The conference call will be broadcast live over the Internet and can be accessed by all interested parties through Extra Space Storage’s website at www.extraspace.com (then click on “Investor Info” tab.) To listen to the live call, please go to the website at least fifteen minutes prior to the start of the call to register, download, and install any necessary audio software. A digital replay will be available on Friday, August 4, 2006 at 1:00 p.m. Eastern Time through Friday, August 18, 2006 at midnight Eastern Time. Dial 888-286-8010 and enter the conference ID number 87647250. International callers should dial 617-801-6888 and enter the same conference ID number.

About Extra Space Storage Inc.

Extra Space Storage Inc., headquartered in Salt Lake City, Utah, is a fully integrated, self-administered and self-managed real estate investment trust that owns or operates 638 self-storage properties in 34 states and Washington, D.C. The Company’s properties comprise more than 425,000 units and 47 million square feet rented by over 340,000 tenants. The Company is the second largest operator of self storage in the United States. Additional Extra Space Storage information is available at www.extraspace.com.

- Financial Tables Follow -

8

Extra Space Storage Inc.

Condensed Consolidated Balance Sheets

(Dollars in thousands, except share data)

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Extra Space Storage Inc.

Condensed Consolidated Statements of Operations

(Dollars in thousands, except share data)