UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [Fee Required]

For the fiscal year ended December 31, 2000
                          -----------------

                                       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 0-14476
                       -------

              PS PARTNERS V, LTD., a California Limited Partnership
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 California                                   95-3979727
--------------------------------------------            ----------------------
      (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization)                   Identification Number)

             701 Western Avenue
            Glendale, California                              91201-2394
--------------------------------------------            ----------------------
  (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:  (818) 244-8080
                                                     --------------

           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 is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy of information  statements
incorporated by reference in Part III of this Form 10-K. [X]

--------------------------------------------------------------------------------
                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

<PAGE>

                                     PART I

ITEM 1.  BUSINESS.

FORWARD LOOKING STATEMENTS
--------------------------

         When  used  within  this  document,  the words  "expects,"  "believes,"
"anticipates,"  "should,"  "estimates," and similar  expressions are intended to
identify "forward-looking statements" within the meaning of that term in Section
27A of the  Securities  Exchange Act of 1933, as amended,  and in Section 21F of
the Securities Exchange Act of 1934, as amended. Such forward-looking statements
involve known and unknown risks,  uncertainties,  and other  factors,  which may
cause the actual  results and  performance  of the  Partnership to be materially
different  from those  expressed or implied in the forward  looking  statements.
Such factors include the impact of competition from new and existing real estate
facilities  which could  impact  rents and  occupancy  levels at the real estate
facilities that the Partnership has an interest in; the Partnership's ability to
effectively  compete in the markets that it does  business in; the impact of the
regulatory  environment  as  well  as  national,   state,  and  local  laws  and
regulations including, without limitation, those governing Partnerships; and the
impact of general economic  conditions upon rental rates and occupancy levels at
the real estate facilities that the Partnership has an interest in.

GENERAL
-------

         PS Partners V, Ltd.  (the  "Partnership")  is a publicly  held  limited
partnership under the California Revised Limited  Partnership Act. Commencing in
June 1985,  148,000  units of limited  partnership  interest  (the "Units") were
offered to the public in an interstate  offering.  The offering was completed in
November 1985.

         The  Partnership   was  formed  to  invest  in  and  operate   existing
self-service  facilities  offering  storage  space for personal and business use
(the  "mini-warehouses")  and to  invest  up to 40% of the net  proceeds  of the
offering  in  and  operate  existing  office  and  industrial  properties.   The
Partnership's real estate investments consist of wholly-owned  facilities and an
investment  in a general  partnership  (SEI/PSP  V Joint  Ventures,  the  "Joint
Venture") with Public Storage,  Inc.  ("PSI"),  a real estate  investment  trust
("REIT") organized as a corporation under the laws of California

         The Partnership's general partners (the "General Partners") are PSI and
B.  Wayne  Hughes  ("Hughes").  Hughes  is the  chairman  of the board and chief
executive  officer of PSI,  and Hughes and  members of his family  (the  "Hughes
Family") are the major shareholders of PSI. The Partnership is managed,  and its
investment decisions are made by Hughes and the executive officers and directors
of PSI. The limited  partners of the Partnership have no right to participate in
the management or conduct of its business  affairs.  PSI believes that it is the
largest operator of mini-warehouse facilities in the United States.

         Through  1996,  the  business  parks of the  Partnership  and the Joint
Venture  were  managed  by Public  Storage  Commercial  Properties  Group,  Inc.
("PSCPG") pursuant to a Management Agreement.  In January 1997, the Partnership,
Joint  Venture,  PSI and other  related  partnerships  transferred a total of 35
business parks to PS Business Parks, L.P. ("PSBPLP"), formerly known as American
Office Park Properties, L.P., an operating partnership formed to own and operate
business  parks in which  PSI has a  significant  interest.  Included  among the
properties  transferred were the business parks of the Partnership and the Joint
Venture in exchange for a partnership  interest in PSBPLP. Until March 17, 1998,
the general  partner of PSBPLP was American  Office Park  Properties,  Inc.,  an
affiliate of PSI. On March 17, 1998,  American Office Park Properties,  Inc. was
merged into Public  Storage  Properties  XI, Inc.,  which changed its name to PS
Business  Parks,  Inc.  ("PSBP").  PSBP is a REIT  affiliated  with PSI,  and is
publicly traded on the American Stock Exchange.  As a result of the merger, PSBP
became the  general  partner of PSBPLP  (which  changed  its name from  American
Office Park Properties, L.P. to PS Business Parks, L.P.). See Item 13.

         PSI's current  relationship with the Partnership includes (i) the joint
ownership  of  32  of  the  Partnership's  33  properties  (which  excludes  the
properties  transferred  to PSBPLP in January  1997),  (ii) PSI is a  co-general

                                       2

<PAGE>

partner  along with  Hughes,  who is chairman  of the board and chief  executive
officer of PSI, (iii) as of January 1, 2001, PSI owned  approximately  62.11% of
the Partnership's  limited partnership units and (iv) PSI is the operator of the
33 properties in which the  Partnership has an interest (these 33 properties are
referred to collectively hereinafter as the "Mini-Warehouse Properties").

INVESTMENT OBJECTIVES AND POLICIES
----------------------------------

         The  Partnership's  objectives are to (i) preserve and protect invested
capital,   (ii)  maximize  the  potential  for  appreciation  in  value  of  its
investments,  (iii)  provide  Federal  income tax  deductions so that during the
early  years of  property  operations  a portion  of cash  distributions  may be
treated  as a  return  of  capital  for tax  purposes,  and  therefore,  may not
represent  taxable  income to the limited  partners,  and (iv)  provide for cash
distributions from operations.

         The  Partnership  will terminate on December 31, 2038 unless  dissolved
earlier.  Under the terms of the general partnership agreement with PSI, PSI has
the right to require the Partnership to sell all of the properties  owned by the
Joint Venture (see Item 12(c)).

COMPETITION
-----------

         Competition  in the market areas in which the  Partnership  operates is
significant  and  affects  the  occupancy  levels,  rental  rates and  operating
expenses  of  certain  of  the  Partnerships  facilities.  Recent  increases  in
development of mini-warehouse  facilities have intensified the competition among
mini-warehouse operators in many market areas in which the Partnership operates.
In recent  years  consolidation  has occurred in the  fragmented  mini-warehouse
industry.

         The Partnership  believes that the significant  operating and financial
experience of PSI's  officers and  directors,  combined  with the  Partnership's
geographic  diversity,  economies of scale and the "Public Storage" name, should
enable the Partnership to continue to compete effectively with other entities.

BUSINESS ATTRIBUTES
-------------------

         Under  PSI  operation,  the  Partnership's  facilities  are  part  of a
comprehensive   distribution   system  encompassing   standardized   procedures,
integrated  reporting and information networks and centralized  marketing.  This
distribution  system  is  designed  to  maximize  revenue  through  pricing  and
occupancy.  The distribution system was significantly  enhanced during 1996 with
the introduction and implementation of the national telephone reservation center
and new facility management software.

         NATIONAL TELEPHONE  RESERVATION  SYSTEM:  Commencing in early 1996, PSI
began to implement a national  telephone  reservation system designed to provide
added  customer  service and maximize  utilization  of available  mini-warehouse
space.  Customers calling either the PSI's toll-free  telephone referral system,
(800)  44-STORE,  or a  mini-warehouse  facility  are  directed to the  national
reservation  system where a  representative  discusses  with the customer  space
requirements, price and location.

         PSI  believes  that  the  national  telephone  reservation  system  has
enhanced the Partnership's  ability to effectively market  mini-warehouse and is
primarily responsible for the Partnership's realized rental rates experienced at
the mini-warehouse facilities during the past three years.

         ECONOMIES OF SCALE: PSI is the largest provider of mini-warehouse space
in the  industry.  As of December 31, 2000,  PSI operated  1,361  mini-warehouse
facilities  (including  35 managed for third  parties) in 37 states and had over
668,000 spaces rented.  The size and scope of the PSI's  operations have enabled
it to  achieve a  consistently  high  level of profit  margins  and low level of
administrative costs relative to revenues.

                                       3

<PAGE>

         BRAND NAME  RECOGNITION:  The  Partnership's  operations  are conducted
under the "Public  Storage" brand name,  which the  Partnership  believes is the
most recognized and established name in the mini-warehouse industry. PSI manages
mini-warehouse operations conducted in 37 states, giving it national recognition
and  prominence.  PSI focuses its  operations  within  those states in the major
metropolitan markets. This concentration  establishes PSI as one of the dominant
providers of storage  space in each market that it operates in and enables it to
use  a  variety  of  promotional  activities,   such  as  television  and  radio
advertising as well as targeted  discounting and referrals,  which are generally
not economically viable to its competitors.

INVESTMENTS IN FACILITIES
-------------------------

         The  Partnership  owns  interests  in  33  properties   (excluding  the
properties  transferred  to PSBPLP in January 1997);  32 of such  properties are
owned  by the  Joint  Venture.  Reference  is made to the  table in Item 2 for a
summary of information about the Partnership's properties.

MINI-WAREHOUSES
---------------

         Mini-warehouses,  which  comprise  the  majority  of the  Partnership's
investments,  are designed to offer  accessible  storage  space for personal and
business use at a relatively low cost. A user rents a fully enclosed space which
is for the  user's  exclusive  use and to which  only the user has  access on an
unrestricted   basis   during   business   hours.   On-site   operation  is  the
responsibility  of resident  managers who are supervised by area managers.  Some
mini-warehouses  also  include  rentable  uncovered  parking  areas for  vehicle
storage.  Leases for  mini-warehouse  space may be on a long-term or  short-term
basis,  although typically spaces are rented on a month-to-month  basis.  Rental
rates vary according to the location of the property and the size of the storage
space.

         Users of space in  mini-warehouses  include both  individuals and large
and small  businesses.  Individuals  usually  employ  this space for storage of,
among other things, furniture, household appliances,  personal belongings, motor
vehicles,  boats,  campers,  motorcycles and other household  goods.  Businesses
normally employ this space for storage of excess  inventory,  business  records,
seasonal goods, equipment and fixtures.

         The  Mini-Warehouse  Properties  generally  consist  of  three to seven
buildings  containing an aggregate of between 235 to 1,491 storage spaces,  most
of  which  have  between  25 and 400  square  feet  and an  interior  height  of
approximately 8 to 12 feet.

         The Mini-Warehouse Properties experience minor seasonal fluctuations in
the occupancy levels of  mini-warehouses  with occupancies  higher in the summer
months  than  in  the  winter  months.  The  Partnership   believes  that  these
fluctuations result in part from increased moving activity during the summer.

         The Mini-Warehouse  Properties are  geographically  diversified and are
generally  located in heavily  populated  areas and close to  concentrations  of
apartment  complexes,  single family  residences  and  commercial  developments.
However,  there may be  circumstances  in which it may be  appropriate  to own a
property  in a less  populated  area,  for  example,  in an area  that is highly
visible  from a major  thoroughfare  and  close to,  although  not in, a heavily
populated area. Moreover,  in certain population centers,  land costs and zoning
restrictions may create a demand for space in nearby less populated areas.

         As  with  most  other  types  of  real  estate,   the   conversion   of
mini-warehouses to alternative uses in connection with a sale or otherwise would
generally require substantial capital expenditures. However, the Partnership and
the Joint  Venture do not intend to convert  the  Mini-Warehouse  Properties  to
other uses.

MINI-WAREHOUSE PROPERTY OPERATOR
--------------------------------

         The  Mini-Warehouse  Properties  are  managed  by  PSI  pursuant  to  a
Management Agreement.

                                       4

<PAGE>

         Under the  supervision of the  Partnership  and the Joint Venture,  PSI
coordinates  the operation of the  facilities,  establishes  rental policies and
rates,  directs  marketing  activity and directs the  purchase of equipment  and
supplies, maintenance activity, and the selection and engagement of all vendors,
supplies and independent contractors.

         PSI engages,  at the expense of the property owners,  employees for the
operation of the owner's  facilities,  including  resident  managers,  assistant
managers, relief managers, and billing and maintenance personnel. Some or all of
these employees may be employed on a part-time basis and may also be employed by
other persons, partnerships,  REITs or other entities owning facilities operated
by PSI.

         In the purchasing of services such as advertising  (including broadcast
media advertising) and insurance, PSI attempts to achieve economies by combining
the resources of the various facilities that it operates. Facilities operated by
PSI  have  historically  carried   comprehensive   insurance,   including  fire,
earthquake, liability and extended coverage.

         PSI has developed systems for space inventory,  accounting and handling
delinquent  accounts,  including a  computerized  network  linking PSI  operated
facilities. Each project manager is furnished with detailed operating procedures
and typically  receives  facilities  management  training from PSI. Form letters
covering a variety of circumstances are also supplied to the project managers. A
record of actions  taken by the project  managers  when  delinquencies  occur is
maintained.

         The  Mini-Warehouse  Properties  are typically  advertised via signage,
yellow pages,  flyers and broadcast media advertising  (television and radio) in
geographic  areas in which many of the facilities are located.  Broadcast  media
and other advertising costs are charged to the facilities  located in geographic
areas affected by the  advertising.  From time to time,  PSI adopts  promotional
programs, such as temporary rent reductions, in selected areas or for individual
facilities.

         For as long as the Management  Agreement is in effect,  PSI has granted
the  Partnership  and the Joint  Venture  non-exclusive  license  to use two PSI
service  marks and related  designs,  including  the "Public  Storage"  name, in
conjunction  with rental and  operation of  facilities  managed  pursuant to the
Management  Agreement.   Upon  termination  of  the  Management  Agreement,  the
Partnership  and the Joint  Venture  would no  longer  have the right to use the
service marks and related designs. The General Partners believe that the loss of
the right to use the  service  marks and related  designs  could have a material
adverse effect on the Partnership's business.

         The  Management   Agreement  with  PSI  provides  that  the  Management
Agreement may be terminated  without cause upon 60 days written notice by either
party.

OTHER BUSINESS ACTIVITIES
-------------------------

         A corporation  owned by the Hughes Family  reinsures  policies  against
losses  to  goods  stored  by  tenants  in the  Mini-Warehouse  Properties.  The
Partnership  believes that the  availability of insurance  reduces the potential
liability  of the  Partnership  and the Joint  Venture to tenants  for losses to
their goods from theft or destruction.  This  corporation  receives the premiums
and bears the risks associated with the insurance.

         A corporation,  in which PSI had a 95% economic interest and the Hughes
Family has a 5% economic interest, sells locks, boxes, and tape to tenants to be
used in securing  their  spaces and moving their  goods.  PSI believes  that the
availability of locks, boxes, and tape for sale promotes the rental of spaces.

EMPLOYEES
---------

         There are 111 persons who render  services on behalf of the Partnership
and the Joint  Venture.  These  persons  include  resident  managers,  assistant
managers,  relief managers, area managers, and administrative personnel. Some of

                                       5

<PAGE>

these employees may be employed on a part-time basis and may also be employed by
other persons, partnerships, REITs, or other entities owning facilities operated
by PSI or PSBPLP.

ITEM 2.  PROPERTIES.

         The  following  table sets forth  information  as of December  31, 2000
about the Mini-Warehouse Properties:

<TABLE>
<CAPTION>
                                               Net            Number
                                            Rentable            of                 Date of             Ownership
Location                                   Square Feet        Spaces             Acquisition          Percentage
----------------------------               ----------         ------             -----------          ----------
CALIFORNIA
<S>                                           <C>               <C>                <C>                  <C>
Brea E.                                       82,400            773                02/28/86             60.0%
   Imperial Way
Costa Mesa                                    43,500            495                02/21/86             50.0
   Pomona Ave.
Sun Valley                                    47,500            482                01/08/86             50.0
  Sheldon St.
Westlake Village                              36,000            303                05/09/86             60.0
  Agoura Rd.

COLORADO
Colorado Springs                              45,000            432                07/15/86            100.0
  Hollow Tree Ct.
Colorado Springs                              58,800            578                02/19/86             50.0
  N. Stinton Rd.
Denver                                        32,300            235                12/06/85             50.0
  Leetsdale Ave.

FLORIDA
Jacksonville                                  31,800            325                03/12/86             60.0
  Wiley Rd.

ILLINOIS
Skokie                                        49,500            458                02/27/86             50.0
  McCormick Blvd.

MASSACHUSETTS
Brockton                                      49,800            430                12/03/85             50.0
  Main St.

MISSOURI
St. Louis                                     43,900            382                03/28/86             69.7
  Forder Rd.

NEVADA
Las Vegas                                     47,300            435                01/17/86             50.0
  S. Highland Dr.
Reno                                          81,000            570                04/01/86             70.6
  Telegraph Rd.

</TABLE>

                                       6

<PAGE>

<TABLE>
<CAPTION>
                                               Net            Number
                                            Rentable            of                 Date of             Ownership
Location                                   Square Feet        Spaces             Acquisition          Percentage
----------------------------               ----------         ------             -----------          ----------
NEW JERSEY
<S>                                           <C>               <C>                <C>                  <C>
Bordentown                                    30,500            290                01/16/86             50.0%
  Route 130
Eatontown                                     82,400            897                12/31/85             60.0
  Highway 35
Mapleshade                                    55,400            499                01/16/86             50.0
  Rudderow Ave.

NEW YORK
Amherst                                       32,000            299                12/31/85             50.0
  Niagra Falls Blvd.

OKLAHOMA
Oklahoma City                                 35,000            278                02/20/86             60.0
  N. Pennsylvania
Oklahoma City                                 32,700            276                02/28/86             60.3
  NW 39th Expressway

PENNSYLVANIA
Whitehall                                     54,300            532                12/03/85             50.0
  MacArthur Rd.

TEXAS
Dallas                                        53,200            453                10/04/85             66.4
   Alvin St.
Dallas                                        65,400            665                10/04/85             66.4
  S. Westmoreland
Ft. Worth                                     52,500            500                10/04/85             66.4
  Cockrell St.
Ft. Worth                                     58,600            588                10/04/85             66.4
  E. Seminary Dr.
Ft. Worth                                     54,200            524                10/04/85             66.4
  W. Beach St.
San Antonio                                   53,000            513                10/04/85             66.4
  Callaghan Rd.
San Antonio                                   53,100            492                10/04/85             66.4
  Fredericksburg Rd.
San Antonio (a)                               92,000            801                10/04/85             66.4
  Hackberry St.
San Antonio                                   56,700            567                10/04/85             66.4
  Wetmore Rd.
San Antonio                                   48,700            530                10/04/85             66.4
  Zarzamora Rd.

UTAH
Kearns                                        48,600            474                12/18/85             50.0
  W. Sams Blvd.

</TABLE>

                                       7

<PAGE>

<TABLE>
<CAPTION>
                                               Net            Number
                                            Rentable            of                 Date of             Ownership
Location                                   Square Feet        Spaces             Acquisition          Percentage
----------------------------               ----------         ------             -----------          ----------
WASHINGTON
<S>                                           <C>               <C>                <C>                  <C>
Everett                                       83,000            946                11/07/85             50.0%
  Evergreen Way
Seattle                                      133,400          1,473                11/07/85             50.0
  Empire Way South

</TABLE>

(a)      In  2000,  the  Joint  Venture  expanded  this  facility  at a cost  of
         $1,794,000,   increasing  the  number  of  spaces  by  273  spaces  and
         increasing net rentable square footage by 38,000.

         The weighted average occupancy level for the Mini-Warehouse  Properties
was 91% in 2000 and 92% in 1999.  The annual  average  realized  rent per square
foot for the  Mini-Warehouse  Properties  was $9.16 in 2000 compared to $8.89 in
1999.

         Substantially  all of the  facilities  were acquired  prior to the time
that it was customary to conduct environmental investigations in connection with
property  acquisitions.  Although there can be no assurance,  the Partnership is
not aware of any environmental  contamination of any of its property sites which
individually or in the aggregate would be material to the Partnership's  overall
business, financial condition, or results of operations.

ITEM 3.  LEGAL PROCEEDINGS.

         No material legal  proceeding is pending against the Partnership or the
Joint Venture.

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

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of 2000.

                                       8

<PAGE>

                                     PART II

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

         The Partnership has no common stock.

         The Units are not listed on any national  securities exchange or quoted
on the NASDAQ System,  and there is no established public trading market for the
Units. Secondary sales activity for the Units has been limited and sporadic. The
General Partners monitor transfers of the Units (a) because the admission of the
transferee as a substitute  limited partner  requires the consent of the General
Partners  under the  Partnership's  Amended and  Restated  Agreement  of Limited
Partnership,  (b) in order to ensure  compliance with safe harbor  provisions to
avoid  treatment  as a "publicly  traded  partnership"  for tax purposes and (c)
because PSI has  purchased  Units.  However,  the  General  Partners do not have
information regarding the prices at which all secondary sale transactions in the
Units have been effectuated.  Various  organizations  offer to purchase and sell
limited  partnership  interests  (including  securities  of the type such as the
Units) in secondary sales transactions. Various publications such as The Stanger
Report  summarize  and  report  information  (on a  monthly,  bimonthly  or less
frequent basis) regarding  secondary sales  transactions in limited  partnership
interests  (including  the Units),  including the prices at which such secondary
sales transactions are effectuated.

         Exclusive of the General Partners'  interest in the Partnership,  as of
December 31, 2000, there were approximately 2,655 record holders of Units.

         The Partnership  makes quarterly  distributions  of all "Cash Available
for  Distribution"   and  will  make   distributions  of  "Cash  from  Sales  or
Refinancing." Cash Available for Distribution is cash flow from all sources less
cash necessary for any obligations or capital improvements or reserves.

         Reference is made to Items 6 and 7 hereof for information on the amount
of such distributions.


                                       9

<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA.

<TABLE>
<CAPTION>
                                                                  For the Years Ended December 31,
                                              -------------------------------------------------------------------------
                                                 2000            1999           1998            1997            1996
                                              ---------       ---------       ---------       ---------       ---------
                                                                (In thousands, except per Unit data)

<S>                                             <C>             <C>             <C>            <C>             <C>
Total Revenues                                  $5,505          $4,199          $3,930         $3,420          $3,467

Depreciation and amortization                       53              55              49             49             521

Net income                                       5,181           3,886           3,621          3,118           2,187

   Limited partners' share                       4,566           3,254           3,190          2,692           1,771

   General partners' share                         615             632             431            426             416

Limited partners' per unit data (a)

   Net income                                   $30.85          $21.99          $21.55         $18.19          $11.97

   Cash distributions (b)                       $34.23          $36.03          $24.00         $24.00          $24.00

As of December 31,
------------------

Cash and cash equivalents                       $2,300          $2,295          $2,702         $1,002            $194

Total assets                                   $34,327         $34,876         $36,935        $37,306         $38,192

</TABLE>

a)       Limited Partners' per unit data is based on the weighted average number
         of units (148,000) outstanding during the period.

b)       The General Partners distributed,  concurrent with the distribution for
         the first quarter of 1999, a portion of the operating reserve estimated
         to be $12.03 per Unit.  Also,  the third  quarter of 2000  distribution
         includes a portion of the operating  reserve  estimated to be $9.63 per
         Unit.

                                       10

<PAGE>

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

FORWARD LOOKING STATEMENTS
--------------------------

         When  used  within  this  document,  the words  "expects,"  "believes,"
"anticipates,"  "should,"  "estimates," and similar  expressions are intended to
identify "forward-looking statements" within the meaning of that term in Section
27A of the  Securities  Exchange Act of 1933, as amended,  and in Section 21F of
the Securities Exchange Act of 1934, as amended. Such forward-looking statements
involve known and unknown risks,  uncertainties,  and other  factors,  which may
cause the actual  results and  performance  of the  Partnership to be materially
different  from those  expressed or implied in the  forward-looking  statements.
Such factors include the impact of competition from new and existing real estate
facilities  which could  impact  rents and  occupancy  levels at the real estate
facilities that the Partnership has an interest in; the Partnership's ability to
effectively  compete in the markets that it does  business in; the impact of the
regulatory  environment  as  well  as  national,   state,  and  local  laws  and
regulations including, without limitation, those governing Partnerships; and the
impact of general economic  conditions upon rental rates and occupancy levels at
the real estate facilities that the Partnership has an interest in.

RESULTS OF OPERATIONS
---------------------

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999:

         The  Partnership's  net  income  was  $5,181,000  in 2000  compared  to
$3,886,000  in 1999,  representing  an increase  of  $1,295,000,  or 33.3%.  The
increase  is due  primarily  to the  Partnership's  share of an  improvement  in
operations of the  mini-warehouses in which the Partnership has an interest (the
"Mini-Warehouse  Properties'),  the Partnership's  share of increased  operating
results of PSBPLP and a decrease in  depreciation  allocated to the  Partnership
with respect to the joint venture.

         PROPERTY OPERATIONS:  Rental income for the Partnership's  wholly-owned
property was $295,000 in 2000 compared to $290,000  during 1999,  representing a
increase of $5,000,  or 1.7%.  Cost of operations  (including  management  fees)
decreased  $8,000,  or 6.6%,  to  $113,000  during  2000 from  $121,000 in 1999.
Accordingly,  for the  Partnership's  mini-warehouse  operations,  property  net
operating  income  increased  by  $13,000,  or 7.7%,  to  $182,000  in 2000 from
$169,000 in 1999.

         EQUITY IN EARNINGS OF REAL ESTATE ENTITIES:  Equity in earnings of real
estate  entities was  $5,022,000 in 2000 as compared to $3,792,000  during 1999,
representing an increase of $1,230,000, or 32.4%. The increase was due primarily
to the Partnership's  share of improved operating results at the Joint Venture's
mini-warehouse properties, the Partnership's share of increase operating results
of PSBPLP and a decrease  in  depreciation  allocated  to the  Partnership  with
respect to the joint venture.  The increase also includes $208,000  representing
the Partnership's share of a gain on sale of real estate investments recorded by
PSBPLP in 2000.

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998:

         The  Partnership's  net  income  was  $3,886,000  in 1999  compared  to
$3,621,000 in 1998,  representing an increase of $265,000, or 7.3%. The increase
is due primarily to the  Partnership's  share of an improvement in operations of
the   mini-warehouses   in  which  the   Partnership   has  an   interest   (the
"Mini-Warehouse  Properties'),  the  Partnership's  share of increase  operating
results of PSBPLP and a decrease in  depreciation  allocated to the  Partnership
with respect to the joint venture.

         PROPERTY OPERATIONS:  Rental income for the Partnership's  wholly-owned
property was $290,000 in 1999 compared to $324,000  during 1998,  representing a
decrease of $34,000,  or 10.5%. Cost of operations  (including  management fees)
remained  stable  at  $121,000  during  1999  and  1998.  Accordingly,  for  the
Partnership's mini-warehouse operations, property net operating income decreased
by $34,000, or 16.7%, to $169,000 in 1999 from $203,000 in 1998.

                                       11

<PAGE>

         EQUITY IN EARNINGS OF REAL ESTATE ENTITIES:  Equity in earnings of real
estate  entities was  $3,792,000 in 1999 as compared to $3,494,000  during 1998,
representing an increase of $298,000, or 8.5%. The increase was due primarily to
the  Partnership's  share of improved  operating  results at the Joint Venture's
mini-warehouse  properties,  the  Partnership's  share  of  increased  operating
results of PSBPLP and a decrease in  depreciation  allocated to the  Partnership
with respect to the joint venture.

SUPPLEMENTAL PROPERTY DATA
--------------------------

         During 2000 and 1999,  a majority of the  Partnership's  net income was
from the  Partnership's  share of the  operating  results of the  Mini-Warehouse
Properties. Therefore, in order to evaluate the Partnership's operating results,
the General  Partners  analyze the operating  performance of the  Mini-Warehouse
Properties.

         YEAR ENDED  DECEMBER 31, 2000  COMPARED TO THE YEAR ENDED  DECEMBER 31,
1999:  Rental income for the  Mini-Warehouse  Properties was $15,093,000 in 2000
compared to $14,639,000  during 1999,  representing an increase of $454,000,  or
3.1%.  The increase in rental  income was  primarily  attributable  to increased
rental rates. The annual average realized rent per square foot was $9.16 in 2000
compared to $8.89 in 1999. The weighted average  occupancy level was 91% in 2000
and 92% in  1999.  Cost of  operations  (including  management  fees)  increased
$183,000,  or 3.3%, to  $5,717,000  during 2000 from  $5,534,000  in 1999.  This
increase was primarily  attributable to increases in advertising,  property tax,
and repairs and maintenance.  Accordingly,  for the  Mini-Warehouse  Properties,
property net operating income increased by $271,000, or 3.0%, from $9,105,000 in
1999 to $9,376,000 during 2000.

         YEAR ENDED  DECEMBER 31, 1999  COMPARED TO THE YEAR ENDED  DECEMBER 31,
1998:  Rental income for the  Mini-Warehouse  Properties was $14,639,000 in 1999
compared to $14,256,000  during 1998,  representing an increase of $383,000,  or
2.7%.  The increase in rental  income was  primarily  attributable  to increased
rental rates. The annual average realized rent per square foot was $8.89 in 1999
compared to $8.64 in 1998. The weighted average  occupancy level remained stable
at 92% during 1999 and 1998.  Cost of  operations  (including  management  fees)
increased $261,000,  or 4.9%, to $5,534,000 during 1999 from $5,273,000 in 1998.
This increase was primarily  attributable to increases in advertising,  property
tax,  and  management  fees.  Accordingly,  for the  Mini-Warehouse  Properties,
property net operating income increased by $122,000, or 1.4%, from $8,983,000 in
1998 to $9,105,000 during 1999.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

         The Partnership has adequate sources of cash to finance its operations,
both on a short-term and long-term basis, primarily by internally generated cash
from property  operations and distributions from Real Estate Entities,  combined
with cash on hand at December 31, 2000 of $2,300,000.

         Cash flow from operating  activities and distributions from Real Estate
Entities  (totaling  $5,729,000  for the year ended  December 31, 2000) has been
sufficient to meet all current  obligations  of the  Partnership.  Total capital
improvements for the Partnership's  wholly-owned properties were $38,000, $5,000
and $17,000 in 2000, 1999 and 1998,  respectively.  During 2001, the Partnership
anticipates  approximately  $22,000 of capital improvements to the Partnership's
wholly-owned properties.

         During 2000, the Joint Venture expanded its San Antonio - Hackberry St.
facility  for a total cost of  $1,794,000,  increasing  the  number of  rentable
spaces by 273 spaces. These construction costs were paid by the Joint Venture to
an affiliate in the first  quarter of 2001.  In the first  quarter of 2001,  the
Partnership  made a capital  contribution  to the Joint Venture in the amount of
$1,191,000,  representing  the  Partnership's  66.4%  share of the  construction
costs.

                                       12

<PAGE>

         Total  distributions  paid to the  General  Partners  and  the  limited
partners (including per Unit amounts) for 2000 and prior years were as follows:

                                 Total                       Per Unit
                               ----------                    --------
       2000                    $5,686,000                     $34.23
       1999                     5,986,000                      36.03
       1998                     3,986,000                      24.00
       1997                     3,987,000                      24.00
       1996                     3,986,000                      24.00
       1995                     4,986,000                      30.02
       1994                     3,987,000                      24.00
       1993                     3,256,000                      19.60
       1992                     3,326,000                      20.02
       1991                     4,224,000                      25.43
       1990                     3,378,000                      20.34
       1989                     4,983,000                      30.00
       1988                     4,983,000                      30.00
       1987                     4,671,000                      28.12
       1986                     4,153,000                      25.00
       1985                     1,192,000                       8.22

         The General Partners distributed, concurrent with distributions for the
fourth quarter of 1991, a portion of the operating  reserve of the  Partnership,
and adjusted the on-going  distribution  level.  The operating  reserve that was
distributed  was estimated at $7.25 per Unit. The 1995  distribution  includes a
portion of the operating  reserve of the  Partnership  estimated to be $6.02 per
Unit. The 2000 and 1999 distribution includes a portion of the operating reserve
of the  Partnership  estimated to be $9.63 and $12.03,  respectively,  per Unit.
Future  distribution  levels will be based on cash  available for  distributions
(cash flow from all sources,  less cash necessary for capital  improvement needs
and to establish reserves).

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT  MARKET RISK.

         None.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The Partnership's  financial  statements are included elsewhere herein.
Reference is made to the Index to Financial  Statements and Financial  Statement
Schedules in Item 14(a).

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

         None

                                       13

<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP.

         The Partnership has no directors or executive officers.

         The  Partnership's  General Partners are PSI and B. Wayne Hughes.  PSI,
acting through its directors and executive  officers,  and Mr. Hughes manage and
make investment decisions for the Partnership. The Mini-Warehouse Properties are
managed by PSI pursuant to a Management  Agreement.  Through 1996,  the business
parks of the  Partnership and the Joint Venture were managed by a predecessor of
PSBPLP pursuant to a Management Agreement.  In January 1997, the Partnership and
the Joint Venture  transferred  their business parks to PSBPLP in exchange for a
partnership interest in PSBPLP.

         The names of all directors  and executive  officers of PSI, the offices
held by each of them with PSI, and their ages and business experience during the
past five years are as follows:

           Name                           Positions with PSI
--------------------------     -------------------------------------------------

B. Wayne Hughes                Chairman of the Board and Chief Executive Officer
Harvey Lenkin                  President and Director
Marvin M. Lotz                 Senior Vice President and Director
B. Wayne Hughes, Jr.           Vice President and Director
John Reyes                     Senior Vice President and Chief Financial Officer
Carl B. Phelps                 Senior Vice President
Obren B. Gerich                Senior Vice President
David Goldberg                 Senior Vice President and General Counsel
A. Timothy Scott               Senior Vice President and Tax Counsel
David P. Singelyn              Vice President and Treasurer
Sarah Hass                     Vice President and Secretary
Robert J. Abernethy            Director
Dann V. Angeloff               Director
William C. Baker               Director
Thomas J. Barrack Jr.          Director
Uri P. Harkham                 Director
Daniel C. Staton               Director

         B. Wayne Hughes, age 67, a general partner of the Partnership, has been
a director of PSI since its  organization in 1980 and was President and Co-Chief
Executive  Officer from 1980 until November 1991 when he became  Chairman of the
Board and sole Chief Executive  Officer.  Mr. Hughes has been active in the real
estate  investment field for over 30 years. He is the father of B. Wayne Hughes,
Jr.

         Harvey Lenkin, age 64, has been employed by PSI for 23 years and became
President and a director of PSI in November 1991. Mr. Lenkin has been a director
of PS Business Parks,  Inc.  ("PSBP"),  an affiliated REIT, since March 16, 1998
and was President of PSBP  (formerly  Public  Storage  Properties XI, Inc.) from
1990  until  March 16,  1998.  He is a member of the Board of  Governors  of the
National Association of Real Estate Investment Trusts (NAREIT).

         Marvin M. Lotz,  age 58, became a director of PSI in May 1999. Mr. Lotz
has  been a  Senior  Vice  President  of the  Company  since  November  1995 and
President  of  the  Property   Management   Division  since  1988  with  overall
responsibility for Public Storage's  mini-warehouse  operations.  He had overall
responsibility for the Company's property acquisitions from 1983 until 1988.

                                       14

<PAGE>

         B. Wayne Hughes, Jr., age 41 became director of PSI in January 1998. He
has been  employed  by the  Company  since 1989 and has been a Vice  President -
Acquisitions of PSI since 1992. Mr. Hughes,  Jr. is involved in the coordination
and direction of PSI's acquisition and development activities.  He is the son of
B. Wayne Hughes.

         John Reyes, age 40, a certified public  accountant,  joined PSI in 1990
and was  Controller  of PSI from 1992 until  December  1996 when he became Chief
Financial  Officer.  He became a Vice  President  of PSI in November  1995 and a
Senior Vice President of PSI in December 1996.  From 1983 to 1990, Mr. Reyes was
employed by Ernst & Young.

         Carl B.  Phelps,  age 62,  became a  Senior  Vice  President  of PSI in
January  1998  with  overall   responsibility   for  property   acquisition  and
development.  From June 1991 until joining PSI, he was a partner in the law firm
of  Andrews & Kurth,  L.L.P.,  which  performed  legal  services  for PSI.  From
December 1982 through May 1991, his  professional  corporation  was a partner in
the law firm of Sachs & Phelps, then counsel to PSI.

         Bahman  Abtahi,  age 57, joined the Company in July 1996 and was Senior
Vice-President  - Construction and Development of the Real Estate Division and a
Vice  President  of the  Company  until May 2000  when he  became a Senior  Vice
President  of the  Company.  Mr.  Abtahi  has  responsibility  for all of Public
Storage's construction and maintenance activities. Prior to joining the Company,
he was a management consultant.

         Obren B. Gerich, age 62, a certified public accountant, has been a Vice
President of PSI since 1980 and became Senior Vice  President of PSI in November
1995. He was Chief Financial Officer of PSI until November 1991.

         David  Goldberg,  age 51,  joined  PSI's legal  staff in June 1991.  He
became Senior Vice President and General  Counsel of PSI in November 1995.  From
December  1982  until  May  1991,  he was a  partner  in the law firm of Sachs &
Phelps, then counsel to PSI.

         Ronald L.  Harden,  age 52,  joined  the  Company  in 1987 and became a
Senior vice President of the Property  Management Division in 1988, an Executive
Vice President of the Property  Management  Division in August 1999 and a Senior
Vice  President  of the  Company  in May 2000.  Mr.  Harden  has  administrative
responsibility  for Public Storage's overall property  management  activities in
the  mini-warehouse  facilities  system-wide.  From 1983  until  1987,  he was a
partner and Chief Operating  Officer for Good Lite Foods.  From 1979 until 1983,
Mr. Harden was employed by Taco Bell  Restaurants,  and his last position  there
was Division Operations Director with responsibility for 175 restaurants.

         W. David Ristig,  age 52, rejoined the Company in August 1995 and was a
Vice  President  of the  Company  until May 2000  when he  became a Senior  Vice
President of the Company.  Mr. Ristig has  responsibility  for Public  Storage's
land acquisition. He was previously employed by the Company from 1980 until 1984
and  from  1986  until  1990  and  was  involved  in  property  acquisition  and
development.  From 1990 until August 1995,  Mr. Ristig held  positions as a loan
officer with three companies in the mortgage banking industry.

         A.  Timothy  Scott,  age 49,  became a Senior  Vice  President  and Tax
Counsel of PSI and Vice President and Tax Counsel of the Public Storage REITs in
November 1996.  From June 1991 until joining PSI, Mr. Scott practiced tax law as
a shareholder of the law firm of Heller,  Ehrman, White & McAuliffe,  counsel to
PSI. Prior to June 1991, his  professional  corporation was a partner in the law
firm of Sachs & Phelps, then counsel to PSI.

         David P.  Singelyn,  age 39, a certified  public  accountant,  has been
employed by PSI since 1989 and became Vice  President  and  Treasurer  of PSI in
November  1995.  From 1987 to 1989,  Mr.  Singelyn was  Controller of Winchell's
Donut Houses, L.P.

         Sarah Hass,  age 45,  became  Secretary  of PSI in February  1992.  She
became  a Vice  President  of PSI in  November  1995.  She  joined  PSI's  legal
department  in June 1991,  rendering  services on behalf of PSI. From 1987 until

                                       15

<PAGE>

May 1991, her professional  corporation was a partner in the law firm of Sachs &
Phelps,  then  counsel to PSI,  and from  April  1986  until June 1987,  she was
associated  with that  firm,  practicing  in the area of  securities  law.  From
September 1979 until  September  1985, Ms. Hass was associated with the law firm
of Rifkind & Sterling, Incorporated.

         Robert J.  Abernethy,  age 61, has been President of American  Standard
Development Company and of Self-Storage  Management  Company,  which develop and
operate mini-warehouses,  since 1976 and 1977,  respectively.  Mr. Abernethy has
been a director  of PSI since its  organization  in 1980.  He is a member of the
board of trustees of Johns Hopkins  University,  a director of Marathon National
Bank and a California  Transportation  Commissioner.  Mr.  Abernethy is a former
member  of the  board  of  directors  of the  Los  Angeles  County  Metropolitan
Transportation  Authority  and  the  Metropolitan  Water  District  of  Southern
California   and  a  former   Planning   Commissioner   and   Telecommunications
Commissioner and former Vice-Chairman of the Economic Development  Commission of
the City of Los Angeles.

         Dann V. Angeloff, age 65, has been President of the Angeloff Company, a
corporate  financial  advisory  firm,  since  1976.  The  Angeloff  Company  has
rendered,  and is  expected  to  continue  to  render,  financial  advisory  and
securities  brokerage services for PSI. Mr. Angeloff is the general partner of a
limited partnership that owns a mini-warehouse operated by PSI and which secures
a note  owned  by PSI.  Mr.  Angeloff  has  been a  director  of PSI  since  its
organization in 1980. He is a director of AremisSoft Corporation, Balboa Capital
Corporation,  Nicholas/Applegate  Growth Equity Fund,  ReadyPac  Produce,  Inc.,
Royce Medical Company and xDimentional  Technologies,  Inc. He was a director of
SPI from 1989 until June 1996.

         William C. Baker,  age 67,  became a director of PSI in November  1991.
Since  1970,  Mr.  Baker  has been a  partner  in  Baker &  Simpson,  a  private
investment  entity.  From August 1998 through  April 2000,  he was President and
Treasurer of Meditrust  Operating  Company, a real estate investment trust. From
April 1996 to December  1998,  Mr.  Baker was Chief  Executive  Officer of Santa
Anita Companies which then operated the Santa Anita  Racetrack.  From April 1993
through May 1995, Mr. Baker was President of Red Robin  International,  Inc., an
operator and  franchiser of casual dining  restaurants  in the United States and
Canada.  From  January  1992  through  December  1995 he was  Chairman and Chief
Executive Officer of Carolina Restaurant Enterprises,  Inc., a franchisee of Red
Robin  International,  Inc.  From 1991 to 1999,  he was Chairman of the Board of
Coast Newport Properties, a real estate brokerage company. From 1976 to 1988, he
was a principal  shareholder  and  Chairman and Chief  Executive  Officer of Del
Taco,  Inc., an operator and franchiser of fast food  restaurants in California.
Mr. Baker is a director of Callaway Golf Company,  Meditrust  Operating  Company
and Meditrust Corporation.

         Thomas J.  Barrack,  Jr., age 53,  became a director of PSI in February
1998.  Mr. Barrack has been the Chairman and Chief  Executive  Officer of Colony
Capital, Inc. since September,  1991. Colony Capital, Inc. is one of the largest
real estate investors in America, having acquired properties in the U.S., Europe
and Asia. Prior to founding Colony Capital, Inc., from 1987 to 1991, Mr. Barrack
was a principal with the Robert M. Bass Group,  Inc.,  the principal  investment
vehicle for Robert M. Bass of Fort Worth,  Texas. From 1985 to 1987, Mr. Barrack
was President of Oxford Ventures, Inc., a Canadian-based real estate development
company.  From  1984 to 1985 he was a  Senior  Vice  President  at E. F.  Hutton
Corporate  Finance in New York.  Mr.  Barrack was appointed by President  Ronald
Reagan as Deputy Under  Secretary at the U.S.  Department  of the Interior  from
1982 to 1983. Mr. Barrack currently is a director of Continental Airlines,  Inc.
and Kennedy-Wilson, Inc.

         Uri P.  Harkham,  age 52,  became a director of PSI in March 1993.  Mr.
Harkham  has been the  President  and Chief  Executive  Officer of the  Jonathan
Martin  Fashion  Group,  which  specializes  in  designing,   manufacturing  and
marketing  women's  clothing,  since its  organization in 1976.  Since 1978, Mr.
Harkham has been the Chairman of the Board of Harkham Properties,  a real estate
firm specializing in buying and managing fashion warehouses in Los Angeles.

         Daniel C. Staton, age 48, became a director of PSI on March 12, 1999 in
connection  with the merger of Storage  Trust Realty,  a real estate  investment
trust,  with PSI.  Mr.  Staton was  Chairman of the Board of Trustees of Storage
Trust  Realty from  February  1998 until March 12, 1999 and a Trustee of Storage

                                       16

<PAGE>

Trust Realty from  November 1994 until March 12, 1999. He is President of Walnut
Capital Partners,  an investment and venture capital company. Mr. Staton was the
Chief Operating Officer and Executive Vice President of Duke Realty Investments,
Inc. from 1993 to 1997 and a director of Duke Realty Investments, Inc. from 1993
until August 1999.  From 1981 to 1983, Mr. Staton was a principal  owner of Duke
Associates,  the predecessor of Duke Realty  Investments,  Inc. Prior to joining
Duke  Associates in 1981, he was a partner and general manager of his own moving
company,  Gateway Van & Storage, Inc. in St. Louis, Missouri. Form 1986 to 1988,
Mr. Staton served as president of the Greater Cincinnati Chapter of the National
Association of Industrial and Office Parks.

         Pursuant to Articles 16 and 17 of the Partnership's Amended Certificate
and Agreement of Limited  Partnership (the "Partnership  Agreement"),  a copy of
which is included in the Partnership's  prospectus included in the Partnership's
Registration Statement, File No. 2-95773, 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 partner and a majority vote of
the  limited  partners,  or (iii)  removal  by a  majority  vote of the  limited
partners.

         Each  director of PSI serves until he resigns or is removed from office
by PSI,  and may  resign or be removed  from  office at any time with or without
cause. Each officer of PSI serves until he resigns or is removed by the board of
directors  of PSI.  Any such officer may resign or be removed from office at any
time with or without cause.

         There  have  been no events  under  any  bankruptcy  act,  no  criminal
proceedings,  and no judgments or injunctions  material to the evaluation of the
ability of any director or executive officer of PSI during the past five years.

ITEM 11. EXECUTIVE COMPENSATION.

         The Partnership has no subsidiaries, directors or officers. See Item 13
for a  description  of certain  transactions  between  the  Partnership  and the
General Partners and their affiliates.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         (a) At March 15, 2001, PSI  beneficially  owned more than 5% or more of
the Units of the Partnership:

<TABLE>
<CAPTION>
      Title                                                            Amount of              Percent
       of                        Name and Address of                   Beneficial               of
      Class                       Beneficial Owner                     Ownership               Class
---------------------      ------------------------------        --------------------        ---------
<S>                        <C>                                     <C>                        <C>
Units of                   Public Storage, Inc.
Limited                    701 Western Avenue
Partnership Interest       Glendale, CA 91201 (1)                  92,276 Units (1)           62.3%

</TABLE>

(1)      These   Units  are  held  of  record  by  SEI   Arlington   Acquisition
         Corporation, a wholly-owned subsidiary of PSI.

         The  Partnership  is not aware of any other  beneficial  owners of more
than 5% of the Units.

         (b)      The Partnership has no officers and directors.

         The   General   Partners   (or  their   predecessor-in-interest)   have
contributed  $747,000 to the capital of the  Partnership  representing 1% of the
aggregate capital contributions and as a result participate in the distributions
to the limited partners and in the Partnership's  profits and losses in the same
proportion that the general  partners' capital  contribution  bears to the total
capital  contribution.  Information  regarding  ownership of the Units by PSI, a
General  Partner,  is set forth  under  section  (a) above.  The  directors  and
executive officers of PSI, as a group, do not own any Units.

                                       17

<PAGE>

         (c) The Partnership knows of no contractual arrangements, the operation
of the terms of which may at a subsequent  date result in a change in control of
the  Partnership,  except  for  articles  16,  17 and 21.1 of the  Partnership's
Amended  Certificate  and Agreement of Limited  Partnership,  a copy of which is
included  in  the  Partnership's   prospectus   included  in  the  Partnership's
Registration  Statement File No. 2-95773.  Those articles provide, in substance,
that the limited  partners  shall have the right,  by majority vote, to remove a
general  partner and that a general  partner may designate a successor  with the
consent of the other general partner and a majority of the limited partners.

         The  Partnership  owns  interests in 33 properties  (which  exclude the
properties  transferred  to PSBPLP in January 1997);  32 of such  properties are
held in a general  partnership  comprised of the  Partnership and PSI. Under the
terms of the partnership  agreement relating to the ownership of the properties,
PSI has the  right to compel a sale of each  property  at any time  after  seven
years from the date of acquisition at not less than its independently determined
fair market value provided the  Partnership  receives its share of the net sales
proceeds  solely in cash. As of December 31, 2000,  PSI has the right to require
the Partnership to sell all of the Joint Venture's properties on these terms.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The Partnership  Agreement provides that the General Partners and their
affiliates are entitled to the following compensation:

1.       Incentive distributions equal to 10% of Cash Flow from Operations.

2.       Provided the limited partners have received distributions equal to 100%
         of their  investment plus a cumulative 8% per year (not  compounded) on
         their investment  (reduced by  distributions  other than from Cash Flow
         from Operations),  subordinated incentive distributions equal to 15% of
         remaining Cash from Sales or Refinancings.

3.       Provided the limited partners have received distributions equal to 100%
         of their  capital  contributions  plus a  cumulative  6% per year  (not
         compounded) on their investment  (reduced by  distributions  other than
         distributions from Cash Flow from Operations), brokerage commissions at
         the  lesser  of 3% of  the  sales  price  of a  property  or  50%  of a
         competitive commission.

         During  2000,  approximately  $569,000  was paid to PSI with respect to
items 1, 2, and 3 above. The Partnership owns interests in 33 properties  (which
exclude  the  properties  transferred  to PSBPLP in  January  1997);  32 of such
properties are held in a general  partnership  comprised of the  Partnership and
PSI.

         The Partnership and the Joint Venture have a Management  Agreement with
PSI pursuant to which the  Partnership and the Joint Venture pay PSI a fee of 6%
of the gross revenues of the mini-warehouse  spaces operated for the Partnership
and the Joint Venture.  During 2000, the  Partnership and the Joint Venture paid
fees of $906,000 to PSI pursuant to the Management Agreement.

         Through 1996, the Partnership  and Joint Venture's  business parks were
managed by a  predecessor  of PSBPLP  pursuant to a Management  Agreement  which
provides for the payment of a fee by the Partnership of 5% of the gross revenues
of the commercial  space operated for the Partnership and the Joint Venture.  In
January  1997,  the  Partnership,  the Joint  Venture and PSI and other  related
partnerships  transferred a total of 35 business  parks to PSBPLP,  an operating
partnership  formed  to own  and  operate  business  parks  in  which  PSI has a
significant  interest.  Included  among  the  properties  transferred  were  the
Partnership's  and Joint Venture's  business parks in exchange for a partnership
interest in PSBPLP.  The general partner of PSBPLP is PS Business Parks, Inc., a
REIT traded on the American Stock Exchange.

                                       18

<PAGE>

                                     PART IV

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

         (a)      List of Documents filed as part of the Report.

                  1.       Financial   Statements:   See   Index  to   Financial
                           Statements and Financial Statement Schedules.

                  2.       Financial Statement Schedules: See Index to Financial
                           Statements and Financial Statement Schedules.

                  3.       Exhibits:  See Exhibit Index contained herein.

         (b)      Reports on Form 8-K:

                  None

         (c)      Exhibits:  See Exhibit Index contained herein.

                                       19

<PAGE>


                              PS PARTNERS V, LTD.,
                        A CALIFORNIA LIMITED PARTNERSHIP
                                INDEX TO EXHIBITS


3.1      Amended  Certificate and Agreement of Limited  Partnership.  Previously
         filed with the Securities  and Exchange  Commission as Exhibit A to the
         Partnership's Prospectus included in Registration Statement No. 2-95773
         and incorporated herein by reference.

10.1     Second  Amended and Restated  Management  Agreement  dated November 16,
         1995,  between the  Partnership  and Public  Storage  Management,  Inc.
         Previously  filed with the  Securities  and Exchange  Commission  as an
         exhibit to PS Partners,  Ltd.'s Annual Report on Form 10-K for the year
         ended December 31, 1996 and incorporated herein by reference.

10.2     Amended  Management  Agreement  dated February 21, 1995 between Storage
         Equities,  Inc. and Public Storage  Commercial  Properties  Group, Inc.
         Previously  filed with the  Securities  and Exchange  Commission  as an
         exhibit to the  Partnership's  Annual  Report on Form 10-K for the year
         ended December 31, 1994, and incorporated herein by reference.

10.3     Participation  Agreement  dated  as of June  20,  1985,  among  Storage
         Equities, Inc., the Partnership,  Public Storage, Inc., B. Wayne Hughes
         and  Kenneth Q. Volk,  Jr.  Previously  filed with the  Securities  and
         Exchange  Commission as an exhibit to Storage  Equities,  Inc.'s Annual
         Report on Form 10-K dated April 18, 1985,  and  incorporated  herein by
         reference.

                                       20

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the  Partnership  has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                               PS PARTNERS V, LTD.
                               a California Limited Partnership
Dated:  March 30, 2001         By:  Public Storage, Inc., General Partner

                                    By:  /s/ B. Wayne Hughes
                                         -------------------
                                         B. Wayne Hughes, Chairman of the Board

                               By:  /s/ B. Wayne Hughes
                                    -------------------
                                    B. Wayne Hughes, 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
Partnership in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                Signature                                        Capacity                                    Date
------------------------------------        -------------------------------------------------          ---------------
<S>                                         <C>                                                         <C>
/s/ B. Wayne Hughes                         Chairman of the Board and Chief                             March 30, 2001
------------------------------------        Executive Officer of Public Storage, Inc. and
B. Wayne Hughes                             General Partner (principal executive officer)


/s/ Harvey Lenkin                           President and Director                                      March 30, 2001
------------------------------------        of Public Storage, Inc.
Harvey Lenkin

/s/ Marvin M. Lotz                          Senior Vice President and Director                          March 30, 2001
------------------------------------        of Public Storage, Inc.
Marvin M. Lotz

/s/ B. Wayne Hughes, Jr.                    Vice President and Director                                 March 30, 2001
------------------------------------        of Public Storage, Inc.
B. Wayne Hughes, Jr.

/s/ John Reyes                              Senior Vice President and Chief Financial Officer           March 30, 2001
------------------------------------        of Public Storage, Inc. (principal financial officer
John Reyes                                  and principal accounting officer)

/s/ Robert J. Abernethy                     Director of Public Storage, Inc.                            March 30, 2001
------------------------------------
Robert J. Abernethy

/s/ Dann V. Angeloff                        Director of Public Storage, Inc.                            March 30, 2001
------------------------------------
Dann V. Angeloff

/s/ William C. Baker                        Director of Public Storage, Inc.                            March 30, 2001
------------------------------------
William C. Baker

                                            Director of Public Storage, Inc.
------------------------------------
Thomas J. Barrack, Jr.

/s/ Uri P. Harkham                          Director of Public Storage, Inc.                            March 30, 2001
------------------------------------
Uri P. Harkham

/s/ Daniel C. Staton                        Director of Public Storage, Inc.                            March 30, 2001
------------------------------------
Daniel C. Staton

</TABLE>

                                       21

<PAGE>

                               PS PARTNERS V, LTD.
                        a California Limited Partnership

                          INDEX TO FINANCIAL STATEMENTS
                        AND FINANCIAL STATEMENT SCHEDULES

                                  (Item 14 (a))

                                                                         Page
                                                                      References
                                                                      ----------
PS PARTNERS V, LTD.
     Report of Independent Auditors                                       F-1
     Financial Statements and Schedule:
       Balance  Sheets as of December  31, 2000 and 1999                  F-2
       For the years ended
       December 31, 2000, 1999 and 1998:
          Statements of Income                                            F-3
          Statements of Partners' Equity                                  F-4
          Statements of Cash Flows                                        F-5
       Notes to Financial Statements                                  F-6 - F-11
       Schedule
          Schedule III - Real Estate and  Accumulated  Depreciation  F-12 - F-13

Financial Statements of 50 percent or less owned  persons  required  pursuant to
Rule 3-09:

     PS BUSINESS PARKS,  INC. - PS Business Parks, Inc. is a registrant with the
     Securities and Exchange  Commission and its filings can be accessed through
     the Securities and Exchange Commission.

     SEI/PSP V JOINT VENTURES
         Report of  Independent  Auditors  F-14  Financial  Statements:  Balance
         Sheets  as of  December  31,  2000 and 1999  F-15 For the  years  ended
         December 31, 2000, 1999 and 1998:
              Statements of Income                                      F-16
              Statements of Partners' Equity                            F-17
              Statements of Cash Flows                                  F-18
         Notes to Financial Statements                               F-19 - F-22
         Schedule
              Schedule III - Real Estate and Accumulated
              Depreciation                                           F-23 - F-25

         All other schedules have been omitted since the required information is
not present or not present in amounts  sufficient  to require  submission of the
schedule,  or because the  information  required  is  included in the  financial
statements or the notes thereto.

                                       22

<PAGE>

                         Report of Independent Auditors



The Partners
PS Partners V, Ltd.,
A California Limited Partnership


We have audited the balance sheets of PS Partners V, Ltd., a California  Limited
Partnership  as of  December  31, 2000 and 1999 and the  related  statements  of
income,  partners'  equity,  and cash  flows for each of the three  years in the
period ended December 31, 2000. Our audits also included the financial statement
schedule  listed in the Index at Item  14(a).  These  financial  statements  and
schedule  are  the   responsibility   of  the  Partnership's   management.   Our
responsibility  is to  express  an opinion  on these  financial  statements  and
schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of PS  Partners  V, Ltd.,  a
California  Limited  Partnership,  at  December  31,  2000  and  1999,  and  the
consolidated  results of its operations and its cash flows for each of the three
years in the period ended  December  31, 2000,  in  conformity  with  accounting
principles  generally accepted in the United States.  Also, in our opinion,  the
related financial statement  schedule,  when considered in relation to the basic
financial statements taken as a whole,  presents fairly in all material respects
the information set forth therein.






                                                               ERNST & YOUNG LLP



March 23, 2001
Los Angeles, California

                                      F-1

<PAGE>

                               PS PARTNERS V, LTD.
                        a California Limited Partnership
                                 BALANCE SHEETS
                           December 31, 2000 and 1999


<TABLE>
<CAPTION>
                                                                                          2000              1999
                                                                                   -------------------------------------

                                     ASSETS

<S>                                                                                   <C>                <C>
Cash and cash equivalents                                                             $    2,300,000     $    2,295,000

Rent and other receivables                                                                   286,000              1,000

Real estate facility, at cost:
     Land                                                                                    574,000            574,000
     Buildings and equipment                                                               1,016,000            978,000
                                                                                   -------------------------------------
                                                                                           1,590,000          1,552,000

     Less accumulated depreciation                                                          (587,000)          (534,000)
                                                                                   -------------------------------------
                                                                                           1,003,000          1,018,000

Investment in real estate entities                                                        30,704,000         31,560,000

Other assets                                                                                  34,000              2,000
                                                                                   -------------------------------------

                                                                                      $   34,327,000     $   34,876,000
                                                                                   =====================================


                        LIABILITIES AND PARTNERS' EQUITY

Accounts payable                                                                      $       78,000     $      120,000

Advance payments from renters                                                                  8,000             10,000

Partners' equity:
     Limited partners' equity, $500 per unit, 148,000
         units authorized, issued and outstanding                                         33,802,000         34,302,000
     General partners' equity                                                                439,000            444,000
                                                                                   -------------------------------------

             Total partners' equity                                                       34,241,000         34,746,000
                                                                                   -------------------------------------

                                                                                      $   34,327,000     $   34,876,000
                                                                                   =====================================
</TABLE>
                            See accompanying notes.
                                      F-2

<PAGE>

                               PS PARTNERS V, LTD.
                        a California Limited Partnership
                              STATEMENTS OF INCOME
              For the years ended December 31, 2000, 1999 and 1998


<TABLE>
<CAPTION>
                                                                       2000               1999              1998
                                                                --------------------------------------------------------

REVENUE:

<S>                                                               <C>                <C>                <C>
Rental income                                                     $       295,000    $       290,000    $       324,000
Equity in earnings of real estate entities                              5,022,000          3,792,000          3,494,000
Interest income                                                           188,000            117,000            112,000
                                                                --------------------------------------------------------
                                                                        5,505,000          4,199,000          3,930,000
                                                                --------------------------------------------------------

COSTS AND EXPENSES:

Cost of operations                                                         95,000            104,000            102,000
Management fees                                                            18,000             17,000             19,000
Depreciation and amortization                                              53,000             55,000             49,000
Administrative                                                            158,000            137,000            139,000
                                                                --------------------------------------------------------
                                                                          324,000            313,000            309,000
                                                                --------------------------------------------------------

NET INCOME                                                        $     5,181,000    $     3,886,000    $     3,621,000
                                                                ========================================================

Limited partners' share of net income
     ($30.85, $21.99 and $21.55 per unit in
     2000, 1999 and 1998, respectively)                           $     4,566,000    $     3,254,000    $     3,190,000
General partners' share of net income                                     615,000            632,000            431,000
                                                                --------------------------------------------------------
                                                                  $     5,181,000    $     3,886,000    $     3,621,000
                                                                ========================================================
</TABLE>
                            See accompanying notes.
                                       F-3

<PAGE>

                               PS PARTNERS V, LTD.
                        a California Limited Partnership
                         STATEMENTS OF PARTNERS' EQUITY
              For the years ended December 31, 2000, 1999 and 1998


<TABLE>
<CAPTION>
                                                                     Limited            General
                                                                     Partners           Partners            Total
                                                                --------------------------------------------------------

<S>                                                               <C>                <C>                <C>
Balances at December 31, 1997                                     $    36,743,000    $       468,000    $    37,211,000

Net income                                                              3,190,000            431,000          3,621,000

Distributions                                                          (3,552,000)          (434,000)        (3,986,000)
                                                                --------------------------------------------------------

Balances at December 31, 1998                                          36,381,000            465,000         36,846,000

Net income                                                              3,254,000            632,000          3,886,000

Distributions                                                          (5,333,000)          (653,000)        (5,986,000)
                                                                --------------------------------------------------------

Balances at December 31, 1999                                          34,302,000            444,000         34,746,000

Net income                                                              4,566,000            615,000          5,181,000

Distributions                                                          (5,066,000)          (620,000)        (5,686,000)
                                                                --------------------------------------------------------

Balances at December 31, 2000                                     $    33,802,000    $       439,000    $    34,241,000
                                                                ========================================================
</TABLE>
                            See accompanying notes.
                                      F-4

<PAGE>

                               PS PARTNERS V, LTD.
                        a California Limited Partnership
                            STATEMENTS OF CASH FLOWS
              For the years ended December 31, 2000, 1999 and 1998


<TABLE>
<CAPTION>
                                                                            2000               1999              1998
                                                                      -------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                      <C>               <C>                <C>
    Net income                                                           $    5,181,000    $    3,886,000     $    3,621,000

    Adjustments to reconcile net income to net cash
        provided by operating activities

        Depreciation and amortization                                            53,000            55,000             49,000
        Increase in rent and other receivables                                 (285,000)                -             (1,000)
        (Increase) decrease in other assets                                     (32,000)            1,000             11,000
        (Decrease) increase in accounts payable                                 (42,000)           40,000             (2,000)
        (Decrease) increase in advance payments from renters                     (2,000)            1,000             (4,000)
        Equity in earnings of real estate entities                           (5,022,000)       (3,792,000)        (3,494,000)
                                                                      -------------------------------------------------------

             Total adjustments                                               (5,330,000)       (3,695,000)        (3,441,000)
                                                                      -------------------------------------------------------

             Net cash (used in) provided by operating activities               (149,000)          191,000            180,000
                                                                      -------------------------------------------------------

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:

        Distributions from real estate entities                               5,878,000         5,393,000          5,523,000
        Additions to real estate facilities                                     (38,000)           (5,000)           (17,000)
                                                                      -------------------------------------------------------

             Net cash provided by investing activities                        5,840,000         5,388,000          5,506,000
                                                                      -------------------------------------------------------

CASH FLOWS USED IN FINANCING ACTIVITIES:

        Distributions to partners                                            (5,686,000)       (5,986,000)        (3,986,000)
                                                                      -------------------------------------------------------

             Net cash used in financing activities                           (5,686,000)       (5,986,000)        (3,986,000)
                                                                      -------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                              5,000          (407,000)         1,700,000

Cash and cash equivalents at the beginning of the period                      2,295,000         2,702,000          1,002,000
                                                                      -------------------------------------------------------

Cash and cash equivalents at the end of the period                       $    2,300,000    $    2,295,000     $    2,702,000
                                                                      ========================================================
</TABLE>
                            See accompanying notes.
                                      F-5

<PAGE>

                               PS PARTNERS V, LTD.
                        a California Limited Partnership
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000


1.       Summary of Significant Accounting Policies and Partnership Matters
         ------------------------------------------------------------------

         Description of Partnership
         --------------------------

                  PS Partners V, Ltd., a  California  Limited  Partnership  (the
         "Partnership")  was formed with the  proceeds of an  interstate  public
         offering.  PSI  Associates  II, Inc.  ("PSA"),  an  affiliate of Public
         Storage Management, Inc., organized the Partnership along with B. Wayne
         Hughes ("Hughes"). In September 1993, Storage Equities, Inc., now known
         as Public Storage, Inc. ("PSI"), a California corporation, acquired the
         interest of PSA relating to its general partner capital contribution in
         the Partnership and was substituted as a co-general partner in place of
         PSA.

                  In 1995,  there was a series of mergers  among Public  Storage
         Management, Inc. (which was the Partnership's mini-warehouse operator),
         Public  Storage,  Inc.  and their  affiliates  (collectively,  "PSMI"),
         culminating in the November 16, 1995 merger (the "PSMI Merger") of PSMI
         into Storage Equities,  Inc. In the PSMI Merger, Storage Equities, Inc.
         was renamed Public Storage,  Inc. and it acquired  substantially all of
         PSMI's United States real estate  operations and became the operator of
         the mini-warehouse properties in which the Partnership has an interest.

                  The  Partnership  has  invested  in  existing   mini-warehouse
         storage facilities which offer  self-service  storage spaces for lease,
         usually on a  month-to-month  basis,  to the  general  public and, to a
         lesser  extent,  in  existing  business  park  facilities  which  offer
         industrial and office space for lease.

                  The Partnership has ownership interests in 33 properties in 14
         states (collectively  referred to as the "Mini-Warehouse  Properties"),
         which  exclude  two  properties  (one  which  was  wholly  owned by the
         Partnership,  the other owned by SEI/PSP V Joint Ventures)  transferred
         to PS  Business  Parks,  L.P.  ("PSBPLP")  in January  1997.  32 of the
         properties are owned by SEI/PSP V Joint Ventures (the "Joint Venture"),
         a general  partnership between the Partnership and PSI. The Partnership
         is the managing  general  partner of the Joint Venture,  with ownership
         interests in the  individual  properties of the Joint  Venture  ranging
         from 50% to 70.6%.

                  As used hereinafter, the Joint Venture and PSBPLP are referred
         to as the "Real Estate Entities."

         Basis of Presentation
         ---------------------

                  The   financial   statements   include  the  accounts  of  the
         Partnership.  The accounts of the Joint Venture,  which the Partnership
         does not control,  are not  consolidated  with the  Partnership and the
         Partnership's  interest in the Joint  Venture is  accounted  for on the
         equity method.

                  The Partnership does not control the Joint Venture because PSI
         has  significant  control  rights with respect to the management of the
         properties,  including the right to compel the sale of each property in
         the Joint  Venture and the right to require the  Partnership  to submit
         operating budgets.

                                      F-6

<PAGE>


1.       Summary of  Significant  Accounting  Policies and  Partnership  Matters
         -----------------------------------------------------------------------
         (Continued)
         -----------

                  Under the terms of the general  partnership  agreement  of the
         Joint Venture all depreciation  and  amortization  with respect to each
         property  is  allocated  solely to the  Partnership  until the  limited
         partners recover their initial capital  contribution.  Thereafter,  all
         depreciation  and  amortization  is  allocated  solely  to PSI until it
         recovers its initial capital contribution.  All remaining  depreciation
         and  amortization is allocated to the Partnership and PSI in proportion
         to their ownership percentages.

                  Under the  terms of the  partnership  agreements,  PSI has the
         right to compel the sale of each  property in the general  partnerships
         at any time after seven years from the date of  acquisition at not less
         than its  independently  determined  fair  market  value  provided  the
         Partnership  receives  its  share of the net  proceeds  solely in cash.
         PSI's right to require the  Partnership  to sell all of the  properties
         owned jointly with the Partnership has been  exercisable in all periods
         presented.

                  Under the terms of the  partnership  agreements,  for property
         acquisitions in which PSI issued convertible  securities to the sellers
         for its interest,  PSI's rights to receive cash flow distributions from
         the  partnerships  for any year after the first year of  operation  are
         subordinated  to  cash  distributions  to the  Partnership  equal  to a
         cumulative  annual 7% of its cash  investment (not  compounded).  These
         agreements also specify that upon sale or refinancing of a property for
         more than its original purchase price,  distribution of proceeds to PSI
         is  subordinated  to the return to the Partnership of the amount of its
         cash investment and the 7% distribution described above.

         Depreciation and amortization
         -----------------------------

                  The Partnership and the Joint Venture depreciate the buildings
         and equipment on a straight-line  method over estimated useful lives of
         25 and 5 years, respectively.

         Revenue Recognition
         -------------------

                  Property rents are recognized as earned.

         Allocation of Net Income
         ------------------------

                  The  General  Partners'  share of net  income  consists  of an
         amount attributable to their 1% capital  contribution and an additional
         percentage  of cash flow (as defined,  see Note 4) which relates to the
         General  Partners'  share  of cash  distributions  as set  forth in the
         Partnership  Agreement.  All  remaining  net income is allocated to the
         limited partners.

         Per Unit Data
         -------------

                  Per unit data is based on the  number of  limited  partnership
         units (148,000) outstanding during the year.

                                      F-7

<PAGE>

1.       Summary of  Significant  Accounting  Policies and  Partnership  Matters
         -----------------------------------------------------------------------
         (Continued)
         -----------

         Environmental Cost
         ------------------

                  Substantially  all of the real estate  facilities in which the
         Partnership has an interest were acquired prior to the time that it was
         customary  to  conduct   extensive   environmental   investigations  in
         connection  with the property  acquisitions.  Although  there can be no
         assurance,   the   Partnership  is  not  aware  of  any   environmental
         contamination of the Mini-Warehouse Properties which individually or in
         the aggregate would be material to the Partnership's  overall business,
         financial condition, or results of operations.

         Segment Reporting
         -----------------

                  Effective  January 1, 1998, the  Partnership  adopted SFAS No.
         131,   "Disclosure   about   Segments  of  an  Enterprise  and  Related
         Information."  SFAS No. 131  established  standards  for the way public
         business  enterprises  report  information about operating  segments in
         annual financial  statements and requires that those enterprises report
         selected  information  about  operating  segments in interim  financial
         reports.   SFAS  No.  131  also   establishes   standards  for  related
         disclosures  about  products and services,  geographic  areas and major
         customers.  The Partnership only has one reportable  segment as defined
         within  SFAS No.  131,  therefore  the  adoption of SFAS No. 131 had no
         effect on the Partnership's disclosures.

         Use of Estimates
         ----------------

                  The preparation of the financial statements in conformity with
         accounting  principles generally accepted in the United States requires
         management to make  estimates and  assumptions  that affect the amounts
         reported in the financial  statements and  accompanying  notes.  Actual
         results could differ from those estimates.

         Cash Distributions
         ------------------

                  The Partnership Agreement provides for quarterly distributions
         of cash flow from operations (as defined).  Cash distributions per unit
         were  $34.23,  $36.03 and $24.00 per year during  2000,  1999 and 1998,
         respectively.

         Cash and Cash Equivalents
         -------------------------

                  For financial  statement purposes,  the Partnership  considers
         all highly liquid investments purchased with a maturity of three months
         or less to be cash equivalents.

                                      F-8

<PAGE>

1.       Summary of  Significant  Accounting  Policies and  Partnership  Matters
         -----------------------------------------------------------------------
         (Continued)
         -----------


         Recently Issued Accounting Standards
         ------------------------------------

                  In  June  1998,   the  FASB  issued   Statement  of  Financial
         Accounting  Standards No. 133 ("SFAS 133"),  "Accounting for Derivative
         Instruments  and  Hedging  Activities,"  as  amended  in  June  2000 by
         Statement  of  Financial  Accounting  Standards  No. 138 ("SFAS  138"),
         "Accounting  for Certain  Derivative  Instruments  and Certain  Hedging
         Activities,"  which requires  companies to recognize all derivatives as
         either  assets or  liabilities  in the balance  sheet and measure  such
         instruments  at fair  value.  As  amended  by  Statement  of  Financial
         Accounting  Standards No. 137 ("SFAS 137"),  "Accounting for Derivative
         Instruments and Hedging  Activities - Deferral of the Effective Date of
         FASB  Statement  No.  133,"  the  provisions  of SFAS 133 will  require
         adoption by the Partnership on January 1, 2001. The Partnership adopted
         SFAS 133, as amended by SFAS 138, on January 1, 2001,  and the adoption
         had no  material  impact on the  Partnership's  consolidated  financial
         statements.

2.       Real Estate Facilities
         ----------------------

                  In 1995,  the  Financial  Accounting  Standards  Board  issued
         Statement of Financial  Accounting Standards No. 121 ("Statement 121"),
         "Accounting for the Impairment of Long-Lived  Assets and for Long-Lived
         Assets to be Disposed of." Statement 121 requires  impairment losses to
         be recorded on long-lived  assets used in operations when indicators of
         impairment are present and the undiscounted  cash flows estimated to be
         generated  by those assets are less than the assets'  carrying  amount.
         Statement 121 also  addresses the method of accounting  for  long-lived
         assets  that are  expected  to be  disposed.  The  Partnership  adopted
         Statement 121 in 1996 and the adoption had no effect.

                  In January 1997,  the  Partnership,  the Joint Venture and PSI
         and other related partnerships transferred a total of 35 business parks
         to PSBPLP, an operating  partnership formed to own and operate business
         parks in which  PSI has a  significant  interest.  Included  among  the
         properties  transferred were the  Partnership's and the Joint Venture's
         business  parks in exchange for a partnership  interest in PSBPLP.  The
         general partner of PSBPLP is PS Business Parks, Inc. ("PSBP")

3.       Investment in real estate entities
         ----------------------------------

                 During  2000,  1999,  and  1998,  the  Partnership   recognized
         earnings from the Real Estate  Entities of  $5,022,000,  $3,792,000 and
         $3,494,000,  respectively,  and received  cash  distributions  totaling
         $5,878,000,  $5,393,000,  and  $5,523,000,  respectively  from the Real
         Estate  Entities.  In  addition,   2000  equity  in  earnings  includes
         $208,000,  representing  the  Partnership's  share of a gain on sale of
         real estate investments recorded by PSBPLP.

                                      F-9

<PAGE>

3.       Investment in real estate entities (Continued)
         ----------------------------------------------

                 The accounting policies of the Real Estate Entities are similar
         to that of the  Partnership.  Summarized  combined  financial data with
         respect to the Real Estate Entities are as follows:

<TABLE>
<CAPTION>
                                                                      2000                      1999
                                                                ---------------           ---------------

For the year ended December 31,
<S>                                                             <C>                       <C>
    Total revenues                                              $   166,721,000           $   144,013,000
    Minority interest in income                                      26,741,000                16,110,000
    Net income                                                       58,843,000                48,380,000

At December 31,
    Total assets, net of accumulated depreciation               $   988,414,000           $   961,360,000
    Total liabilities                                                63,097,000                59,471,000
    Total minority interest                                         306,478,000               289,949,000
    Total equity                                                    618,839,000               611,940,000

</TABLE>

                 The increase in the size of the combined financial position and
         operating  results,  respectively,  of the Real Estate Entities for the
         year ended December 31, 2000 and at December 31, 1999, respectively, as
         compared  to prior  periods,  is the  result of  additional  properties
         purchased by PSBPLP during 1999 and 2000.

                 Financial  statements  of the Joint  Venture are filed with the
         Partnership's  Form 10-K for 2000, in Item 14. PS Business Parks,  Inc.
         is a registrant  with the Securities and Exchange  Commission,  and its
         filings can be accessed through the Securities and Exchange Commission.

4.       General Partners' Equity
         ------------------------

                  The General Partners have a 1% interest in the Partnership. In
         addition,   the  General   Partners   have  a  10%   interest  in  cash
         distributions  attributable to operations,  exclusive of  distributions
         attributable to sales and refinancing proceeds. Proceeds from sales and
         refinancings will be distributed entirely to the limited partners until
         the limited  partners  recover  their  investment  plus a cumulative 8%
         annual return (not compounded); thereafter, the General Partners have a
         15% interest in remaining proceeds.

5.       Related Party Transactions
         --------------------------

                  The  Partnership  has a management  agreement with PSI whereby
         PSI operates the Mini-Warehouse Properties for a fee equal to 6% of the
         facilities' monthly gross revenue (as defined).

                  In  January  1997,  the  Partnership  and  the  Joint  Venture
         transferred  their business park facilities to PSBPLP in exchange for a
         partnership interest in PSBPLP. PSI has a significant economic interest
         in PSBPLP and PSBP.

6.       Leases
         ------

                  The   Partnership   has   invested   primarily   in   existing
         mini-warehouse  storage  facilities  which offer  self-service  storage
         spaces  for lease to the  general  public.  Leases  for such  space are
         usually on a month-to-month basis.

                                      F-10

<PAGE>

7.       Taxes Based on Income
         ---------------------

                  Taxes based on income are the responsibility of the individual
         partners and,  accordingly,  the Partnership's  financial statements do
         not reflect a provision for such taxes.

                   Unaudited  taxable net income was $5,671,000,  $4,223,000 and
          $3,668,000  for the years  ended  December  31,  2000,  1999 and 1998,
          respectively. The difference between taxable income and book income is
          primarily related to timing differences in depreciation expense.

8.       Supplementary Quarterly Financial Data (Unaudited)
         --------------------------------------------------

<TABLE>
<CAPTION>
                                                             Three Months Ended
                               ------------------------------------------------------------------------------
                               March 31, 2000      June 30, 2000     September 30, 2000     December 31, 2000
                               --------------     --------------     ------------------     -----------------
<S>                            <C>                <C>                 <C>                    <C>
Revenues                       $    1,150,000     $    1,367,000      $     1,411,000        $     1,577,000
Net Income                     $    1,077,000     $    1,248,000      $     1,344,000        $     1,512,000
Net Income Per Unit            $         6.54     $         7.68      $          7.21        $          9.42


                                                             Three Months Ended
                               ------------------------------------------------------------------------------
                               March 31, 2000      June 30, 2000     September 30, 2000     December 31, 2000
                               --------------     --------------     ------------------     -----------------
Revenues                       $      902,000     $    1,023,000      $     1,162,000        $     1,112,000
Net Income                     $      831,000     $      933,000      $     1,076,000        $     1,046,000
Net Income Per Unit            $         3.55     $         5.58      $          6.53        $          6.33

</TABLE>

                                      F-11

<PAGE>

                               PS PARTNERS V, LTD.
                        A CALIFORNIA LIMITED PARTNERSHIP
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION

<TABLE>
<CAPTION>
                                                                                       Costs
                                                           Initial Cost              subsequent
                                                  -------------------------------- to acquisition
    Date                                                            Building &       Building &
  Acquired                Description                  Land         Improvement     Improvements
---------------------------------------------------------------------------------------------------


    <S>       <C>                                      <C>             <C>             <C>
    7/86      Colorado Springs/ Hollow Tree            $574,000        $726,000        $290,000
                                                  =================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                      Gross Carrying Amount
                                                                       At December 31, 2000
                                                  ---------------------------------------------------------------
    Date                                                             Building &                    Accumulated
  Acquired                Description                  Land         Improvements       Total       Depreciation
-----------------------------------------------------------------------------------------------------------------


    <S>       <C>                                      <C>            <C>             <C>               <C>
    7/86      Colorado Springs/ Hollow Tree            $574,000       $1,016,000      $1,590,000        $587,000
                                                  ===============================================================
</TABLE>
                                      F-12

<PAGE>

                               PS PARTNERS V, LTD.
                        A CALIFORNIA LIMITED PARTNERSHIP
                           REAL ESTATE RECONCILIATION
                            SCHEDULE III (CONTINUED)


(A)      The  following  is a  reconciliation  of cost and  related  accumulated
         depreciation.

<TABLE>
<CAPTION>
                       GROSS CARRYING COST RECONCILIATION

                                                                                    Years Ended December 31,
                                                                      -----------------------------------------------------
                                                                            2000             1999              1998
                                                                      -----------------------------------------------------

<S>                                                                     <C>              <C>               <C>
Balance at beginning of the period                                      $   1,552,000    $   1,547,000     $   1,530,000

Additions during the period:
     Improvements, etc.                                                        38,000            5,000            17,000
                                                                      -----------------------------------------------------

Balance at the close of the period                                      $   1,590,000    $   1,552,000     $   1,547,000
                                                                      =====================================================


                     ACCUMULATED DEPRECIATION RECONCILIATION

                                                                                    Years Ended December 31,
                                                                      -----------------------------------------------------
                                                                            2000             1999              1998
                                                                      -----------------------------------------------------

Balance at beginning of the period                                      $     534,000    $     479,000     $     430,000

Additions during the period:
     Depreciation                                                              53,000           55,000            49,000
                                                                      -----------------------------------------------------

Balance at the close of the period                                      $     587,000    $     534,000     $     479,000
                                                                      =====================================================
</TABLE>

(B)      The  aggregate  cost of real estate for Federal  income tax purposes is
         $1,621,000 (unaudited).

                                      F-13

<PAGE>


                         Report of Independent Auditors



The Partners
SEI/PSP V Joint Ventures


We have  audited  the  balance  sheets  of the  SEI/PSP V Joint  Ventures  as of
December  31,  2000 and 1999 and the  related  statements  of income,  partners'
equity and cash flows for each of the three years in the period  ended  December
31, 2000. Our audits also included the financial  statement  schedule  listed in
the  Index at Item 14 (a).  These  financial  statements  and  schedule  are the
responsibility  of the Joint  Ventures'  management.  Our  responsibility  is to
express an opinion  on these  financial  statements  and  schedule  based on our
audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of the SEI/PSP V Joint Ventures at
December 31, 2000 and 1999, and the results of its operations and cash flows for
each of the three years in the period ended  December 31,  2000,  in  conformity
with accounting principles generally accepted in the United States. Also, in our
opinion,  the related financial statement schedule,  when considered in relation
to the  basic  financial  statements  taken as a whole,  presents  fairly in all
material respects the information set forth therein.






                                                               ERNST & YOUNG LLP



March 23, 2001
Los Angeles, CA

                                      F-14

<PAGE>

                             SEI/PSP JOINT VENTURES
                        a California Limited Partnership
                                 BALANCE SHEETS
                           December 31, 2000 and 1999


<TABLE>
<CAPTION>
                                                                                          2000               1999
                                                                                   --------------------------------------

                                     ASSETS


<S>                                                                                    <C>                 <C>
Cash and cash equivalents                                                              $     306,000       $     321,000

Rent and other receivables                                                                   141,000             108,000

Real estate facilities, at cost:
     Land                                                                                 15,525,000          15,525,000
     Buildings and equipment                                                              59,233,000          57,036,000
                                                                                   --------------------------------------
                                                                                          74,758,000          72,561,000

         Less accumulated depreciation                                                   (34,827,000)        (32,006,000)
                                                                                   --------------------------------------
                                                                                          39,931,000          40,555,000

Investment in real estate entity                                                          17,150,000          16,512,000

Other assets                                                                                 130,000             123,000
                                                                                   --------------------------------------

                                                                                       $  57,658,000       $  57,619,000
                                                                                   ======================================


                        LIABILITIES AND PARTNERS' EQUITY


Accounts payable                                                                       $     947,000       $     805,000

Accrued construction costs                                                                 1,794,000                   -

Advance payments from renters                                                                421,000             405,000

Partners' equity:
     PS Partners V, Ltd.                                                                  23,655,000          24,663,000
     Public Storage, Inc.                                                                 30,841,000          31,746,000
                                                                                   --------------------------------------

Total partners' equity                                                                    54,496,000          56,409,000
                                                                                   --------------------------------------

                                                                                       $  57,658,000       $  57,619,000
                                                                                   ======================================
</TABLE>

                                      F-15

<PAGE>

                            SEI/PSP V JOINT VENTURES
                        a California Limited Partnership
                              STATEMENTS OF INCOME
              For the years ended December 31, 2000, 1999 and 1998


<TABLE>
<CAPTION>
                                                                         2000              1999              1998
                                                                   -----------------------------------------------------

REVENUE:

<S>                                                                   <C>               <C>               <C>
Rental income                                                         $  14,798,000     $  14,349,000     $  13,932,000
Equity in earnings of real estate entity                                  1,289,000         1,051,000           931,000
                                                                   -----------------------------------------------------
                                                                         16,087,000        15,400,000        14,863,000
                                                                   -----------------------------------------------------

COSTS AND EXPENSES:

Cost of operations                                                        4,716,000         4,552,000         4,316,000
Management fees                                                             888,000           861,000           836,000
Depreciation and amortization                                             2,821,000         2,862,000         2,658,000
                                                                   -----------------------------------------------------
                                                                          8,425,000         8,275,000         7,810,000
                                                                   -----------------------------------------------------


NET INCOME                                                            $   7,662,000     $   7,125,000     $   7,053,000
                                                                   =====================================================


Partners' share of net income:
          PS Partners V, Ltd.'s share                                 $   4,653,000     $   3,492,000     $   3,229,000
          Public Storage Inc.'s share                                     3,009,000         3,633,000         3,824,000
                                                                   -----------------------------------------------------
                                                                      $   7,662,000     $   7,125,000     $   7,053,000
                                                                   =====================================================
</TABLE>
                                      F-16

<PAGE>

                            SEI/PSP V JOINT VENTURES
                        a California Limited Partnership
                         STATEMENTS OF PARTNERS' EQUITY
              For the years ended December 31, 2000, 1999 and 1998


<TABLE>
<CAPTION>
                                                                   PS Partners        Public Storage
                                                                     V, Ltd.               Inc.               Total
                                                              -------------------------------------------------------------

<S>                                                              <C>                   <C>                 <C>
Balances at December 31, 1997                                    $    28,471,000       $ 31,335,000        $   59,806,000

Net income                                                             3,229,000          3,824,000             7,053,000

Distributions                                                         (5,321,000)        (3,478,000)           (8,799,000)

                                                              -------------------------------------------------------------
Balances at December 31, 1998                                         26,379,000         31,681,000            58,060,000

Net income                                                             3,492,000          3,633,000             7,125,000

Distributions                                                         (5,208,000)        (3,568,000)           (8,776,000)
                                                              -------------------------------------------------------------

Balances at December 31, 1999                                         24,663,000         31,746,000            56,409,000

Net income                                                             4,653,000          3,009,000             7,662,000

Distributions                                                         (5,661,000)        (3,914,000)           (9,575,000)
                                                              -------------------------------------------------------------

Balances at December 31, 2000                                    $    23,655,000       $ 30,841,000        $   54,496,000
                                                              =============================================================
</TABLE>
                                      F-17

<PAGE>

                            SEI/PSP V JOINT VENTURES
                        a California Limited Partnership
                            STATEMENTS OF CASH FLOWS
              For the years ended December 31, 2000, 1999 and 1998


<TABLE>
<CAPTION>
                                                                              2000            1999            1998
                                                                        -------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                       <C>              <C>             <C>
Net income                                                                $   7,662,000    $   7,125,000   $   7,053,000

     Adjustments to reconcile net income to net cash
         provided by operating activities

         Depreciation and amortization                                        2,821,000        2,862,000       2,658,000
         Increase in rent and other receivables                                 (33,000)         (19,000)         (7,000)
         (Increase) decrease in other assets                                     (7,000)           2,000          (2,000)
         Increase (decrease) in accounts payable                                142,000          (61,000)        162,000
         Increase (decrease) in advance payments from renters                    16,000          (10,000)         22,000
         Equity in earnings of real estate entity                            (1,289,000)      (1,051,000)       (931,000)
                                                                        -------------------------------------------------

              Total adjustments                                               1,650,000        1,723,000       1,902,000
                                                                        -------------------------------------------------

              Net cash provided by operating activities                       9,312,000        8,848,000       8,955,000
                                                                        -------------------------------------------------

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:

         Distributions from real estate entity                                  651,000          649,000         714,000
         Additions to real estate facilities                                   (403,000)        (712,000)       (794,000)
                                                                        -------------------------------------------------

              Net cash provided by (used in) investing activities               248,000          (63,000)        (80,000)
                                                                        -------------------------------------------------

CASH FLOWS USED IN FINANCING ACTIVITIES:

         Distributions to partners                                           (9,575,000)      (8,776,000)     (8,799,000)
                                                                        -------------------------------------------------

              Net cash used in financing activities                          (9,575,000)      (8,776,000)     (8,799,000)
                                                                        -------------------------------------------------

Net (decrease) increase in cash and cash equivalents                            (15,000)           9,000          76,000

Cash and cash equivalents at the beginning of the period                        321,000          312,000         236,000
                                                                        -------------------------------------------------

Cash and cash equivalents at the end of the period                        $     306,000    $     321,000   $     312,000
                                                                        =================================================
</TABLE>
                                      F-18

<PAGE>

                            SEI/PSP V JOINT VENTURES
                        a California Limited Partnership
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000


1.       Description of Partnership
         --------------------------

                  SEI/PSP V Joint  Ventures (the "Joint  Venture") was formed on
         December 31, 1990 in connection with the  consolidation  of 22 separate
         general  partnerships  between  Public  Storage  Inc.  ("PSI")  and  PS
         Partners V, Ltd. ("PSP V"). The Joint Venture,  through its predecessor
         general partnerships,  invested in existing  mini-warehouse  facilities
         which  offer  self-service  storage  spaces  for  lease,  usually  on a
         month-to-month basis, to the general public and, to a lesser extent, in
         existing  business park  facilities  which offer  industrial and office
         space for lease.

                  The Joint Venture owns 32 properties  (referred to hereinafter
         as  the  "Mini-Warehouses"),   which  excludes  a  property  which  was
         transferred to PS Business Parks, L.P.  ("PSBPLP") in January 1997. PSP
         V is the  managing  general  partner  of the  Joint  Venture,  with its
         ownership interests in the properties of the Joint Venture ranging from
         50% to 70.6%.

2.       Summary of Significant Accounting Policies and Partnership Matters
         ------------------------------------------------------------------

         Basis of Presentation
         ---------------------

                  The  financial  statements  include the  accounts of the Joint
         Venture.

                  Under the terms of the general  partnership  agreement  of the
         Joint  Venture,   for  property   acquisitions   in  which  PSI  issued
         convertible securities to the sellers for its interest,  PSI's right to
         receive  cash flow  distributions  for any year after the first year of
         operation are  subordinated to cash  distributions  to PSP V equal to a
         cumulative  annual  7% of its  cash  investment  (not  compounded).  In
         addition,  upon sale or  refinancing  of a  property  for more than its
         original   purchase   price,   distribution   of  proceeds  to  PSI  is
         subordinated  to  the  return  to  PSP V of  the  amount  of  its  cash
         investment and the 7% distribution described above.

         Depreciation and amortization
         -----------------------------

                  The Joint Venture depreciates the buildings and equipment on a
         straight-line  method over  estimated  useful  lives of 25 and 5 years,
         respectively.

         Revenue and Expense Recognition
         -------------------------------

                  Property rents are recognized as earned.  Advertising costs of
         $585,000,  $486,000 and $393,000 in 2000, 1999 and 1998,  respectively,
         are expensed as incurred.

         Allocation of Net Income to PSP V and PSI
         -----------------------------------------

                  Net income prior to depreciation is allocated to PSP V and PSI
         based upon their relative  ownership  interest in each property and the
         results of each property.

                  Under the terms of the general  partnership  agreement  of the
         Joint Venture all depreciation  and  amortization  with respect to each
         Joint  Venture  is  allocated  solely  to PSP V until it  recovers  its
         initial  capital   contribution.   Thereafter,   all  depreciation  and
         amortization  is allocated  solely to PSI until it recovers its initial
         capital  contribution.  All remaining  depreciation and amortization is
         allocated  to  PSP  V  and  PSI  in  proportion   to  their   ownership
         percentages.

                                      F-19

<PAGE>

2.       Summary of  Significant  Accounting  Policies and  Partnership  Matters
         -----------------------------------------------------------------------
         (Continued)
         -----------

         Accrued Construction Costs
         --------------------------

                  During  2000,  the Joint  Venture  expanded  its San Antonio -
         Hackberry  St.  real  estate  facility  for a cost of  $1,794,000.  The
         construction  costs were paid to an affiliate  in the first  quarter of
         2001,  and were presented as "Accrued  Construction  Costs" at December
         31,  2000.  Concurrent  with the payment of  construction  costs in the
         first quarter of 2001, PSI made a capital  contribution  (unaudited) of
         $603,000 and the Partnership made a capital  contribution of $1,191,000
         (unaudited),  representing  their respective  ownership interest in the
         property.

         Cash Distributions
         ------------------

                  The  general  partnership   agreement  of  the  Joint  Venture
         provides for regular  distributions  of cash flow from  operations  (as
         defined).

         Cash and Cash Equivalents
         -------------------------

                  For financial statement purposes,  the Joint Venture considers
         all highly liquid investments purchased with a maturity of three months
         or less to be cash equivalents.

         Environmental Cost
         ------------------

                  Substantially  all of the real estate  facilities in which the
         Joint Venture has an interest  were acquired  prior to the time that it
         was  customary to conduct  extensive  environmental  investigations  in
         connection  with the property  acquisitions.  Although  there can be no
         assurance,  the  Joint  Venture  is  not  aware  of  any  environmental
         contamination  of  the  Mini-Warehouses  which  individually  or in the
         aggregate  would be material to the Joint Venture's  overall  business,
         financial condition, or results of operations.

         Segment Reporting
         -----------------

                  Effective  January 1, 1998, the Joint Venture adopted SFAS No.
         131,   "Disclosure   about   Segments  of  an  Enterprise  and  Related
         Information."  SFAS No. 131  established  standards  for the way public
         business  enterprises  report  information about operating  segments in
         annual financial  statements and requires that those enterprises report
         selected  information  about  operating  segments in interim  financial
         reports.   SFAS  No.  131  also   establishes   standards  for  related
         disclosures  about  products and services,  geographic  areas and major
         customers. The Joint Venture only has one reportable segment as defined
         within  SFAS No.  131,  therefore  the  adoption of SFAS No. 131 had no
         effect on the Joint Venture's disclosures.

         Use of Estimates
         ----------------

                  The preparation of the financial statements in conformity with
         accounting  principles generally accepted in the United States requires
         management to make  estimates and  assumptions  that affect the amounts
         reported in the financial  statements and  accompanying  notes.  Actual
         results could differ from those estimates.

                                      F-20

<PAGE>

2.       Summary of  Significant  Accounting  Policies and  Partnership  Matters
         -----------------------------------------------------------------------
         (Continued)
         -----------

         Recently Issued Accounting Standards
         ------------------------------------

                  In  June  1998,   the  FASB  issued   Statement  of  Financial
         Accounting  Standards No. 133 ("SFAS 133"),  "Accounting for Derivative
         Instruments  and  Hedging  Activities,"  as  amended  in  June  2000 by
         Statement  of  Financial  Accounting  Standards  No. 138 ("SFAS  138"),
         "Accounting  for Certain  Derivative  Instruments  and Certain  Hedging
         Activities,"  which requires  companies to recognize all derivatives as
         either  assets or  liabilities  in the balance  sheet and measure  such
         instruments  at fair  value.  As  amended  by  Statement  of  Financial
         Accounting  Standards No. 137 ("SFAS 137"),  "Accounting for Derivative
         Instruments and Hedging  Activities - Deferral of the Effective Date of
         FASB  Statement  No.  133,"  the  provisions  of SFAS 133 will  require
         adoption by the Partnership on January 1, 2001. The Partnership adopted
         SFAS 133, as amended by SFAS 138, on January 1, 2001,  and the adoption
         had no  material  impact on the  Partnership's  consolidated  financial
         statements.

3.       Real Estate Facilities
         ----------------------

                  In 1995,  the  Financial  Accounting  Standards  Board  issued
         Statement of Financial  Accounting Standards No. 121 ("Statement 121"),
         "Accounting for the Impairment of Long-Lived  Assets and for Long-Lived
         Assets to be Disposed of." Statement 121 requires  impairment losses to
         be recorded on long-lived  assets used in operations when indicators of
         impairment are present and the undiscounted  cash flows estimated to be
         generated  by those assets are less than the assets'  carrying  amount.
         Statement 121 also  addresses the method of accounting  for  long-lived
         assets that are  expected to be  disposed.  The Joint  Venture  adopted
         Statement 121 in 1996 and the adoption had no effect.

                  In  January  1997,   the  Joint  Venture  and  PSI  and  other
         affiliated partnerships of PSI transferred a total of 35 business parks
         to PSBPLP, an operating  partnership formed to own and operate business
         parks in which  PSI has a  significant  interest.  Included  among  the
         properties  transferred  was  the  Joint  Venture's  business  park  in
         exchange for a partnership  interest in PSBPLP.  The general partner of
         PSBPLP is PS Business Parks, Inc. ("PSBP").

4.       Investment in Real Estate Entity
         --------------------------------

                  In  2000,  1999,  and  1998,  the  Joint  Venture   recognized
         $1,289,000,  $1,051,000,  and  $931,000,  respectively,  in  equity  in
         earnings of real estate  entities  with  respect to the  investment  in
         PSBPLP,  described in Note 3 above.  Included in equity in earnings for
         2000 is $172,000,  representing  the Joint  Venture's share of PSBPLP's
         gains on sales of real estate investments.

                                      F-21

<PAGE>

4.       Investment in Real Estate Entity (Continued)
         --------------------------------------------

                  The  accounting  policies of PSBPLP are similar to that of the
         Joint  Venture.  Summarized  combined  financial  data with  respect to
         PSBPLP is as follows:

<TABLE>
<CAPTION>
                                                                               2000               1999
                                                                         --------------     --------------
    For the year ended December 31,
    <S>                                                                  <C>                <C>
        Total revenues                                                   $  150,634,000     $  128,613,000
        Minority interest in income                                          26,741,000         16,110,000
        Net income                                                           51,181,000         41,255,000

    At December 31,
        Total assets, net of accumulated depreciation                    $  930,756,000     $  903,741,000
        Total liabilities                                                    59,935,000         58,261,000
        Total minority interest                                             306,478,000        289,949,000
        Total equity                                                        564,343,000        555,531,000

</TABLE>

                 The increase in the size of the combined financial position and
         operating results, respectively, of the Real Estate Entity for the year
         ended  December  31, 2000 and at December 31,  1999,  respectively,  as
         compared  to prior  periods,  is the  result of  additional  properties
         purchased by PSBPLP during 1999 and 2000.

                  PS Business Parks,  Inc.,  which owns PSBPLP,  is a registrant
         with the  Securities  and Exchange  Commission,  and its filings can be
         accessed through the Securities and Exchange Commission.

5.       Related Party Transactions
         --------------------------

                  The Joint Venture has a management  agreement with PSI whereby
         PSI  operates  the  Mini-Warehouses  for a  fee  equal  to  6%  of  the
         facilities' monthly gross revenue (as defined).

                  In January 1997,  the Joint Venture  transferred  its business
         park  facility  to PSBPLP in  exchange  for a  partnership  interest in
         PSBPLP. PSI has a significant economic interest in PSBPLP and PSBP.

6.       Leases
         ------

                  The  Joint   Venture  has   invested   primarily  in  existing
         mini-warehouse  storage  facilities  which offer  self-service  storage
         spaces  for lease to the  general  public.  Leases  for such  space are
         usually on a month-to-month basis.

7.       Taxes Based on Income
         ---------------------

                  Taxes based on income are the  responsibility of PSP V and PSI
         and,  accordingly,  the Joint  Venture's  financial  statements  do not
         reflect a provision for such taxes.

                  Unaudited  taxable net income was  $6,215,000,  $5,711,000 and
         $5,784,000  for the  years  ended  December  31,  2000,  1999 and 1998,
         respectively.  The difference between taxable income and book income is
         primarily related to timing differences in depreciation expense.

                                      F-22

<PAGE>

                            SEI/PSP V JOINT VENTURES
                        A CALIFORNIA LIMITED PARTNERSHIP
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION

<TABLE>
<CAPTION>
                                                                                        Costs
                                                            Initial Cost             subsequent
                                                  ---------------------------------to acquisition
    Date                                                             Building &      Building &
  Acquired                Description                  Land         Improvement     Improvements
---------------------------------------------------------------------------------------------------

<S>           <C>                                      <C>           <C>                <C>
10/85         San Antonio/ Wetmore Rd.                 $306,000      $1,079,000         $451,000
10/85         San Antonio/ Callaghan                    288,000       1,016,000          368,000
10/85         San Antonio/ Zarzamora                    364,000       1,281,000          433,000
10/85         San Antonio/ Hackberry                    388,000       1,367,000        2,186,000
10/85         San Antonio/ Fredericksburg               287,000       1,009,000          404,000
10/85         Dallas/ S. Westmoreland                   474,000       1,670,000          241,000
10/85         Dallas/ Alvin St.                         359,000       1,266,000          213,000
10/85         Fort Worth/ W. Beach St.                  356,000       1,252,000          188,000
10/85         Fort Worth/ E. Seminary                   382,000       1,346,000          202,000
10/85         Fort Worth/ Cockrell St.                  323,000       1,136,000          218,000
11/85         Everett/ Evergreen                        706,000       2,294,000          526,000
11/85         Seattle/ Empire Way                     1,652,000       5,348,000          726,000
12/85         Amherst/ Niagra Falls                     132,000         701,000          270,000
12/85         West Sams Blvd.                           164,000       1,159,000         (233,000)
3/86          Jacksonville/ Wiley                       140,000         510,000          273,000
12/85          MacArthur Rd.                            204,000       1,628,000          168,000
2/86          Costa Mesa/ Pomona                      1,405,000       1,520,000          375,000
12/85         Brockton/ Main                            153,000       2,020,000         (204,000)
1/86          Mapleshade/ Rudderow                      362,000       1,811,000          308,000
1/86          Bordentown/ Groveville                    196,000         981,000          196,000
12/85         Eatontown/ Hwy 35                         308,000       4,067,000          520,000
2/86          Brea/ Imperial Hwy                      1,069,000       2,165,000          416,000
12/85         Denver/ Leetsdale                         603,000         847,000          217,000
2/86          Skokie/ McCormick                         638,000       1,912,000          263,000
1/86          Sun Valley/ Sheldon                       544,000       1,836,000          373,000
3/86          St. Louis/ Forder                         517,000       1,133,000          285,000
1/86          Las Vegas/ Highland                       432,000         848,000          251,000
5/86          Westlake Village                        1,205,000         995,000          224,000

</TABLE>

<TABLE>
<CAPTION>
                                                                     Gross Carrying Amount
                                                                      At December 31, 2000
                                                 ---------------------------------------------------------------
    Date                                                            Building &                    Accumulated
  Acquired                Description                 Land         Improvements       Total       Depreciation
----------------------------------------------------------------------------------------------------------------

<S>           <C>                                     <C>            <C>             <C>              <C>
10/85         San Antonio/ Wetmore Rd.                $306,000       $1,530,000      $1,836,000       $915,000
10/85         San Antonio/ Callaghan                   288,000        1,384,000       1,672,000        846,000
10/85         San Antonio/ Zarzamora                   364,000        1,714,000       2,078,000      1,026,000
10/85         San Antonio/ Hackberry                   388,000        3,553,000       3,941,000      1,058,000
10/85         San Antonio/ Fredericksburg              287,000        1,413,000       1,700,000        876,000
10/85         Dallas/ S. Westmoreland                  474,000        1,911,000       2,385,000      1,149,000
10/85         Dallas/ Alvin St.                        359,000        1,479,000       1,838,000        896,000
10/85         Fort Worth/ W. Beach St.                 356,000        1,440,000       1,796,000        878,000
10/85         Fort Worth/ E. Seminary                  382,000        1,548,000       1,930,000        948,000
10/85         Fort Worth/ Cockrell St.                 323,000        1,354,000       1,677,000        817,000
11/85         Everett/ Evergreen                       706,000        2,820,000       3,526,000      1,789,000
11/85         Seattle/ Empire Way                    1,652,000        6,074,000       7,726,000      3,706,000
12/85         Amherst/ Niagra Falls                    132,000          971,000       1,103,000        608,000
12/85         West Sams Blvd.                          164,000          926,000       1,090,000        574,000
3/86          Jacksonville/ Wiley                      140,000          783,000         923,000        470,000
12/85          MacArthur Rd.                           204,000        1,796,000       2,000,000      1,093,000
2/86          Costa Mesa/ Pomona                     1,405,000        1,895,000       3,300,000      1,155,000
12/85         Brockton/ Main                           153,000        1,816,000       1,969,000      1,110,000
1/86          Mapleshade/ Rudderow                     362,000        2,119,000       2,481,000      1,259,000
1/86          Bordentown/ Groveville                   196,000        1,177,000       1,373,000        692,000
12/85         Eatontown/ Hwy 35                        308,000        4,587,000       4,895,000      2,770,000
2/86          Brea/ Imperial Hwy                     1,069,000        2,581,000       3,650,000      1,559,000
12/85         Denver/ Leetsdale                        603,000        1,064,000       1,667,000        654,000
2/86          Skokie/ McCormick                        638,000        2,175,000       2,813,000      1,292,000
1/86          Sun Valley/ Sheldon                      544,000        2,209,000       2,753,000      1,347,000
3/86          St. Louis/ Forder                        517,000        1,418,000       1,935,000        848,000
1/86          Las Vegas/ Highland                      432,000        1,099,000       1,531,000        673,000
5/86          Westlake Village                       1,205,000        1,219,000       2,424,000        739,000

</TABLE>
                                      F-23


                                       21
<PAGE>

<TABLE>
<CAPTION>
                                                                                        Costs
                                                            Initial Cost             subsequent
                                                  ---------------------------------to acquisition
    Date                                                             Building &      Building &
  Acquired                Description                  Land         Improvement     Improvements
---------------------------------------------------------------------------------------------------

<S>           <C>                                      <C>           <C>                <C>
2/86          Colorado Springs/ Sinton                 $535,000      $1,115,000         $275,000
2/86          Oklahoma City/ Penn                       146,000         829,000          198,000
2/86          Oklahoma City/ 39th Expressway            238,000         812,000          349,000
4/86          Reno/ Telegraph                           649,000       1,051,000          549,000
                                                  -------------------------------------------------


                      TOTAL                         $15,525,000     $48,004,000      $11,229,000
                                                  =================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                      Gross Carrying Amount
                                                                       At December 31, 2000
                                                  ---------------------------------------------------------------
    Date                                                             Building &                    Accumulated
  Acquired                Description                  Land         Improvements       Total       Depreciation
-----------------------------------------------------------------------------------------------------------------

<S>           <C>                                      <C>            <C>             <C>              <C>
2/86          Colorado Springs/ Sinton                 $535,000       $1,390,000      $1,925,000       $802,000
2/86          Oklahoma City/ Penn                       146,000        1,027,000       1,173,000        604,000
2/86          Oklahoma City/ 39th Expressway            238,000        1,161,000       1,399,000        697,000
4/86          Reno/ Telegraph                           649,000        1,600,000       2,249,000        977,000
                                                  ---------------------------------------------------------------


                      TOTAL                         $15,525,000      $59,233,000     $74,758,000    $34,827,000
                                                  ===============================================================
</TABLE>
                                      F-24

<PAGE>

                            SEI/PSP V JOINT VENTURES
                        A CALIFORNIA LIMITED PARTNERSHIP
                           REAL ESTATE RECONCILIATION
                            SCHEDULE III (CONTINUED)


(A)      The  following  is a  reconciliation  of cost and  related  accumulated
         depreciation.

<TABLE>
<CAPTION>
                       GROSS CARRYING COST RECONCILIATION

                                                                                    Years Ended December 31,
                                                                      -----------------------------------------------------
                                                                            2000             1999              1998
                                                                      -----------------------------------------------------

<S>                                                                     <C>              <C>               <C>
Balance at beginning of the period                                      $  72,561,000    $  71,849,000     $  71,055,000

Additions during the period:
     Improvements, etc.                                                     2,197,000          712,000           794,000
                                                                      -----------------------------------------------------

Balance at the close of the period                                      $  74,758,000    $  72,561,000     $  71,849,000
                                                                      =====================================================


                     ACCUMULATED DEPRECIATION RECONCILIATION

                                                                                    Years Ended December 31,
                                                                      -----------------------------------------------------
                                                                            2000             1999              1998
                                                                      -----------------------------------------------------

Balance at beginning of the period                                      $  32,006,000    $  29,144,000     $  26,486,000

Additions during the period:
     Depreciation                                                           2,821,000        2,862,000         2,658,000
                                                                      -----------------------------------------------------

Balance at the close of the period                                      $  34,827,000    $  32,006,000     $  29,144,000
                                                                      =====================================================
</TABLE>

(B)      The  aggregate  cost of real estate for Federal  income tax purposes is
         $73,317,000 (unaudited).

                                      F-25