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, 2001
                          -----------------
                                       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.

                                       2

<PAGE>

         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
partner along with Hughes, who is chairman of the board and chief executive
officer of PSI, (iii) as of January 1, 2002, PSI owned approximately 62.7% of
the Partnership's limited partnership units (see Item 12 for additional
information regarding PSI's ownership) 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, 2001, PSI operated 1,414 mini-warehouse
facilities (including 30 managed for third parties) in 37 states and had over
659,000 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 properties that the Partnership has an interest
in.

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 that reinsures policies against losses to goods stored by
tenants in PSI's storage facilities was purchased by PSI from Mr. Hughes and
members of his family (the "Hughes Family") on December 31, 2001. We believe
that the availability of insurance reduces our potential liability to tenants
for losses to their goods from theft or destruction. This Corporation receives
the premiums and bears the risks associated with the re-insurance.

         A subsidiary of PSI sells locks and boxes and rents trucks to the
general public and tenants to be used in securing their spaces and moving their
goods. We believe that the availability of locks and boxes for sale and the
rental of trucks promote the rental of spaces.

                                       5

<PAGE>

Employees
---------

         There are approximately 110 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 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 1A. Risk Factors.

         In addition to the other information in our Form 10-K, you should
consider the following factors in evaluating the Partnership:

PUBLIC STORAGE CONTROLS US.

         Public Storage owns approximately 62.7% of our outstanding limited
partnership units and is our general partner. Consequently, Public Storage
controls matters submitted to a vote of our unitholders, including amending our
organizational documents, dissolving the Partnership and approving other
extraordinary transactions. On April 19, 2002, as a result of a vote by Public
Storage, each limited partnership unit will be converted into the right to
receive a value of $596 in Public Storage Common Stock or, at the option of the
unitholder, $596 in cash.

SINCE OUR BUSINESS CONSISTS PRIMARILY OF ACQUIRING AND OPERATING REAL ESTATE, WE
ARE SUBJECT TO REAL ESTATE OPERATING RISKS.

         The value of our investments may be reduced by general risks of real
estate ownership. Since we derive substantially all of our income from real
estate operations, we are subject to the general risks of owning real
estate-related assets, including:

     o   lack of demand for rental spaces or units in a locale;

     o   changes in general economic or local conditions;

     o   changes in supply of or demand for similar or competing facilities in
         an area;

     o   the impact of environmental protection laws;

     o   changes in interest rates and availability of permanent mortgage funds
         which may render the sale or financing of a property difficult or
         unattractive; and

     o   changes in tax, real estate and zoning laws.

         There is significant competition among self-storage facilities. All of
the properties the Partnership has an interest in are self-storage facilities.
Competition in the market areas in which many of our properties are located is
significant and has affected the occupancy levels, rental rates and operating
expenses of some of our properties. Any increase in availability of funds for
investment in real estate may accelerate competition. Further development of
self-storage facilities may intensify competition among operators of
self-storage facilities in certain market areas in which we operate.

         We may incur significant environmental costs and liabilities. As an
owner of real properties, under various federal, state and local environmental
laws, we are required to clean up spills or other releases of hazardous or toxic
substances on or from our properties. Certain environmental laws impose
liability whether or not the owner knew of, or was responsible for, the presence
of the hazardous or toxic substances. In some cases, liability may not be
limited to the value of the property. The presence of these substances, or the
failure to properly remediate any resulting contamination, also may adversely
affect the owner's or operator's ability to sell, lease or operate its property
or to borrow using its property as collateral.

                                       6

<PAGE>

         We have conducted preliminary environmental assessments on most of the
properties the Partnership has in interest in to evaluate the environmental
condition of, and potential environmental liabilities associated with, our
properties. These assessments generally consist of an investigation of
environmental conditions at the property (not including soil or groundwater
sampling or analysis), as well as a review of available information regarding
the site and publicly available data regarding conditions at other sites in the
vicinity. In connection with these property assessments, we have become aware
that prior operations or activities at some facilities or from nearby locations
have or may have resulted in contamination to the soil or groundwater at these
facilities. In this regard, some of our facilities are or may be the subject of
federal or state environment investigations or remedial actions. Although we
cannot provide any assurance, based on the preliminary environmental
assessments, we believe we have funds available to cover any liability from
environmental contamination or potential contamination and we are not aware of
any environmental contamination of our facilities material to our overall
business, financial condition or results of operation.

ITEM 2.  Properties.

         The following table sets forth information as of December 31, 2001
about the properties that the Partnership has an interest in:

<TABLE>
<CAPTION>
                                        Net               Number
                                     Rentable               of                 Date of             Ownership
Location                            Square Feet           Spaces             Acquisition          Percentage
-----------------------------      --------------        --------           -------------         ----------
<S>                                       <C>               <C>                <C>                  <C>
CALIFORNIA
Brea E.                                   82,400            773                02/28/86             60.0%
   Imperial Way
Costa Mesa                                43,800            497                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            434                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            323                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             69.0
  Forder Rd.
</TABLE>

                                       7

<PAGE>

<TABLE>
<CAPTION>
                                        Net               Number
                                     Rentable               of                 Date of             Ownership
Location                            Square Feet           Spaces             Acquisition          Percentage
-----------------------------      --------------        --------           -------------         ----------
<S>                                       <C>               <C>                <C>                  <C>
NEVADA
Las Vegas                                 47,300            435                01/17/86             50.0%
  S. Highland Dr.
Reno                                      81,200            575                04/01/86             70.6
  Telegraph Rd.

NEW JERSEY
Bordentown                                30,500            288                01/16/86             50.0
  Route 130
Eatontown                                 82,400            897                12/31/85             60.0
  Highway 35
Mapleshade                                55,400            496                01/16/86             50.0
  Rudderow Ave.

NEW YORK
Amherst                                   32,100            299                12/31/85             50.0
  Niagra Falls Blvd.

OKLAHOMA
Oklahoma City                             35,100            276                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)                           91,600            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.
</TABLE>

                                       8

<PAGE>

<TABLE>
<CAPTION>
                                        Net               Number
                                     Rentable               of                 Date of             Ownership
Location                            Square Feet           Spaces             Acquisition          Percentage
-----------------------------      --------------        --------           -------------         ----------
<S>                                       <C>               <C>                <C>                  <C>
UTAH
Kearns                                    48,600            465                12/18/85             50.0%
  W. Sams Blvd.

WASHINGTON
Everett                                   82,700            920                11/07/85             50.0
  Evergreen Way
Seattle                                  133,500          1,474                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 89% in 2001 and 91% in 2000. The annual average realized rent per square
foot for the Mini-Warehouse Properties was $9.92 in 2001 compared to $9.16 in
2000.

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 2001.

                                     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, 2001, there were approximately 2,607 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,
                                               ----------------------------------------------------------------------
                                                 2001            2000           1999            1998           1997
                                               --------        --------        --------       --------       --------
                                                                (In thousands, except per Unit data)

<S>                                             <C>             <C>             <C>            <C>             <C>
Total Revenues                                  $6,110          $5,505          $4,199         $3,930          $3,420

Depreciation and amortization                       59              53              55             49              49

Net income                                       5,795           5,181           3,886          3,621           3,118

   Limited partners' share                       5,208           4,566           3,254          3,190           2,692

   General partners' share                         587             615             632            431             426

Limited partners' per unit data (a)

   Net income                                   $35.19          $30.85          $21.99         $21.55          $18.19

   Cash distributions (b)                       $32.18          $34.23          $36.03         $24.00          $24.00

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

Cash and cash equivalents                       $2,374          $2,300          $2,295         $2,702          $1,002

Total assets                                   $34,871         $34,327         $34,876        $36,935         $37,306
</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. The
     General Partners distributed, concurrent with the distribution for the
     fourth quarter of 2001, a portion of the operating reserve estimated to be
     $6.02 per Unit.

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 described in Item 1A, "Risk Factors", include the impact of
competition from new and existing storage and commercial facilities which could
impact rents and occupancy levels at the Partnership's facilities; the
Partnership's ability to evaluate, finance, and integrate acquired and developed
properties into the Partnership's existing operations; the Partnership's ability
to effectively compete in the markets in which it does business; the impact of
the regulatory environment as well as national, state, and local laws and
regulations including, without limitation, those governing real estate
investment trusts and the impact of general economic conditions upon rental
rates and occupancy levels at the Partnership's facilities.

                                       10

<PAGE>

Critical Accounting Policy - Impairment of Long Lived Assets
------------------------------------------------------------

         Substantially all of the Partnership's assets consist of investments in
real estate assets. We annually evaluate our real estate investments for
impairment. This evaluation includes identifying indicators of impairment. When
indicators of impairment are present and the undiscounted future cash flows of
the assets are less than the carrying amount, an impairment charge is recorded.
The Partnership has determined at December 31, 2001 that no such impairments
existed and, accordingly, no impairment charges have been recorded.

         The Financial Accounting Standards Board ("FASB") has recently issued
Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment and Disposal of Long-Lived Assets" ("SFAS 144"). This Statement
addresses the procedures to be followed in evaluating and recording impairment
losses with respect to long-lived assets. The Partnership will adopt this
Statement in its fiscal year ended December 31, 2002, and expects that there
will be no material impact from these statements with respect to impairment
losses.

         However, future events could cause us to conclude that our real estate
investments are impaired. Any resulting impairment loss could have a material
adverse impact on our financial condition and results of operations.

Results of Operations
---------------------

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000:

         The Partnership's net income was $5,795,000 in 2001 compared to
$5,181,000 in 2000, representing an increase of $614,000, or 11.9%. 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") 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 $306,000 in 2001 compared to $295,000 during 2000, representing a
increase of $11,000, or 3.7%. Cost of operations (including management fees)
increased $19,000, or 16.8%, to $132,000 during 2001 from $113,000 in 2000.
Accordingly, for the Partnership's mini-warehouse operations, property net
operating income decreased by $8,000, or 4.4%, to $174,000 in 2001 from $182,000
in 2000.

         Equity in earnings of real estate entities: Equity in earnings of real
estate entities was $5,659,000 in 2001 as compared to $5,022,000 during 2000,
representing an increase of $637,000, or 12.7%. The increase was due primarily
to the Partnership's share of improved operating results at the Joint Venture's
mini-warehouse properties and a decrease in depreciation allocated to the
Partnership with respect to the joint venture.

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-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.

                                       11

<PAGE>

Supplemental Property Data
--------------------------

         During 2001 and 2000, 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, 2001 compared to the year ended December 31,
2000: Rental income for the Mini-Warehouse Properties was $16,177,000 in 2001
compared to $15,093,000 during 2000, representing an increase of $1,084,000, or
7.2%. The increase in rental income was primarily attributable to increased
rental rates. The annual average realized rent per square foot was $9.92 in 2001
compared to $9.16 in 2000. The weighted average occupancy level was 89% in 2001
and 91% in 2000. Cost of operations (including management fees) increased
$197,000, or 3.4%, to $5,914,000 during 2001 from $5,717,000 in 2000. This
increase was primarily attributable to increases in advertising and property tax
expense. Accordingly, for the Mini-Warehouse Properties, property net operating
income increased by $887,000, or 9.5%, from $9,376,000 in 2000 to $10,263,000
during 2001.

         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.

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, 2001 of $2,374,000.

         Cash flow from operating activities and distributions from Real Estate
Entities (totaling $5,454,000 for the year ended December 31, 2001) has been
sufficient to meet all current obligations of the Partnership. Total capital
improvements for the Partnership's wholly-owned properties were $34,000, $38,000
and $5,000 in 2001, 2000 and 1999, respectively. During 2002, the Partnership
anticipates approximately $12,000 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 2001 and prior years were as follows:

                                 Total                      Per Unit
                              ------------                 ----------
       2001                    $5,346,000                     $32.18
       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. The
General Partners distributed, concurrent with the distribution for the fourth
quarter of 2001, a portion of the operating reserve estimated to be $6.02 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

                                    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 owned by the Joint Venture were managed by a predecessor of PSBPLP,
pursuant to a Management Agreement. In January 1997, the Joint Venture
transferred its business parks to PSBPLP in exchange for a partnership interest
in PSBPLP.

                                       13

<PAGE>

         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 and General Counsel
Bahman Abtahi               Senior Vice President
W. David Ristig             Senior Vice President
Anthony Grillo              Senior Vice President
A. Timothy Scott            Senior Vice President and Tax Counsel
David P. Singelyn           Vice President and Treasurer
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 68, 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 65, has been employed by PSI for 24 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 59, 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.

         B. Wayne Hughes, Jr., age 42 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 and is also the
president of a firm that manufactures and distributes sweets. He is the son of
B. Wayne Hughes.

         John Reyes, age 41, 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 63, became a Senior Vice President of PSI in
January 1998 with overall responsibility for property acquisition and
development until April 2001 when he became General Counsel. 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.

                                       14

<PAGE>

         Bahman Abtahi, age 58, 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 had responsibility for all of Public
Storage's construction and maintenance activities until April 2001 when he was
made responsible for special projects. Prior to joining the Company, he was a
management consultant.

         W. David Ristig, age 53, 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 is responsible for the Company's land
acquisition and construction program. 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.

         Anthony Grillo, age 46, became a Senior Vice President of the Company
in November 2001. Mr. Grillo has been employed by the Company or a predecessor
since 1981, and is currently Executive Vice President of the Property Management
Division. Previously, Mr. Grillo held various other management positions in the
Company's property management operations.

         A. Timothy Scott, age 50, 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 40, 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.

         Robert J. Abernethy, age 62, 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 66, 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 68, 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.

                                       15

<PAGE>

         Thomas J. Barrack, Jr., age 54, 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 53, 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 49, 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
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. 2-92009, 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.

                                       16

<PAGE>

ITEM 12. Security Ownership of Certain Beneficial Owners and Management.

         (a) At March 15, 2002, 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)            92,850 Units (1)           62.7%
</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.

         (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, 2001, PSI has the right to require
the Partnership to sell all of the Joint Venture's properties on these terms. On
April 19, 2002, as a result of a vote by Public Storage, each limited
partnership unit will be converted into the right to receive a value of $596 in
Public Storage Common Stock or, at the option of the unitholder, $596 in cash.

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.

                                       17

<PAGE>

         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 2001, approximately $535,000 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 2001, the Partnership and the Joint Venture paid
fees of $971,000 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.

                                     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.

                                       18

<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.

                                       19

<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 29, 2002           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 29, 2002
------------------------------------        Executive Officer of Public Storage, Inc. and
B. Wayne Hughes                             General Partner (principal executive officer)


/s/ Harvey Lenkin                           President and Director                                      March 29, 2002
------------------------------------        of Public Storage, Inc.
Harvey Lenkin

/s/ Marvin M. Lotz                          Senior Vice President and Director                          March 29, 2002
------------------------------------        of Public Storage, Inc.
Marvin M. Lotz

/s/ B. Wayne Hughes, Jr.                    Vice President and Director                                 March 29, 2002
------------------------------------        of Public Storage, Inc.
B. Wayne Hughes, Jr.

/s/ John Reyes                              Senior Vice President and Chief Financial Officer           March 29, 2002
------------------------------------        of Public Storage, Inc. (principal financial
John Reyes                                  officer and principal accounting officer)

/s/ Robert J. Abernethy                     Director of Public Storage, Inc.                            March 29, 2002
------------------------------------
Robert J. Abernethy

                                            Director of Public Storage, Inc.
------------------------------------
Dann V. Angeloff

                                            Director of Public Storage, Inc.
------------------------------------
William C. Baker

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

/s/ Uri P. Harkham                          Director of Public Storage, Inc.                            March 29, 2002
------------------------------------
Uri P. Harkham

/s/ Daniel C. Staton                        Director of Public Storage, Inc.                            March 29, 2002
------------------------------------
Daniel C. Staton
</TABLE>
                                       20

<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, 2001 and 2000                 F-2
       For the years ended December 31, 2001, 2000 and 1999:
          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, 2001 and 2000 F-15 For the years ended
         December 31, 2001, 2000 and 1999:
              Statements of Income                                     F-16
              Statements of Partners' Equity                           F-17
              Statements of Cash Flows                                 F-18
         Notes to Financial Statements                             F-19 - F-23
         Schedule
              Schedule III - Real Estate and Accumulated
                Depreciation                                       F-24 - F-26

         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.

                                       21

<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, 2001 and 2000 and the related statements of
income, partners' equity, and cash flows for each of the three years in the
period ended December 31, 2001. 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, 2001 and 2000, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended December 31, 2001, 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, 2002
Los Angeles, California

                                      F-1

<PAGE>

                               PS PARTNERS V, LTD.
                        a California Limited Partnership
                                 BALANCE SHEETS
                           December 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                                                          2001              2000
                                                                                   -------------------------------------

                                      ASSETS

<S>                                                                                   <C>                <C>
Cash and cash equivalents                                                             $    2,374,000     $    2,300,000

Rent and other receivables                                                                    70,000            286,000

Real estate facility, at cost:
     Land                                                                                    574,000            574,000
     Buildings and equipment                                                               1,050,000          1,016,000
                                                                                   -------------------------------------
                                                                                           1,624,000          1,590,000

     Less accumulated depreciation                                                          (646,000)          (587,000)
                                                                                   -------------------------------------
                                                                                             978,000          1,003,000

Investment in real estate entities                                                        31,417,000         30,704,000

Other assets                                                                                  32,000             34,000
                                                                                   -------------------------------------

                                                                                      $   34,871,000     $   34,327,000
                                                                                   =====================================


                         LIABILITIES AND PARTNERS' EQUITY

Accounts payable                                                                      $      175,000     $       78,000

Advance payments from renters                                                                  6,000              8,000

Partners' equity:
     Limited partners' equity, $500 per unit, 148,000
         units authorized, issued and outstanding                                         34,247,000         33,802,000
     General partners' equity                                                                443,000            439,000
                                                                                   -------------------------------------

             Total partners' equity                                                       34,690,000         34,241,000
                                                                                   -------------------------------------

                                                                                      $   34,871,000     $   34,327,000
                                                                                   =====================================
</TABLE>
                            See accompanying notes.
                                      F-2

<PAGE>

                               PS PARTNERS V, LTD.
                        a California Limited Partnership
                              STATEMENTS OF INCOME
              For the years ended December 31, 2001, 2000 and 1999


<TABLE>
<CAPTION>
                                                                       2001               2000              1999
                                                                --------------------------------------------------------

REVENUE:

<S>                                                               <C>                <C>                <C>
Rental income                                                     $       306,000    $       295,000    $       290,000
Equity in earnings of real estate entities                              5,659,000          5,022,000          3,792,000
Interest income                                                           145,000            188,000            117,000
                                                                --------------------------------------------------------
                                                                        6,110,000          5,505,000          4,199,000
                                                                --------------------------------------------------------

COSTS AND EXPENSES:

Cost of operations                                                        113,000             95,000            104,000
Management fees                                                            19,000             18,000             17,000
Depreciation and amortization                                              59,000             53,000             55,000
Administrative                                                            124,000            158,000            137,000
                                                                --------------------------------------------------------
                                                                          315,000            324,000            313,000
                                                                --------------------------------------------------------

NET INCOME                                                        $     5,795,000    $     5,181,000    $     3,886,000
                                                                ========================================================

Limited partners' share of net income
     ($35.19, $30.85 and $21.99 per unit in
     2001, 2000 and 1999, respectively)                           $     5,208,000    $     4,566,000    $     3,254,000
General partners' share of net income                                     587,000            615,000            632,000
                                                                --------------------------------------------------------
                                                                  $     5,795,000    $     5,181,000    $     3,886,000
                                                                ========================================================
</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, 2001, 2000 and 1999


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

<S>                                                               <C>                <C>                <C>
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

Net income                                                              5,208,000            587,000          5,795,000

Distributions                                                          (4,763,000)          (583,000)        (5,346,000)
                                                                --------------------------------------------------------

Balances at December 31, 2001                                     $    34,247,000    $       443,000    $    34,690,000
                                                                ========================================================
</TABLE>
                            See accompanying notes.
                                      F-4

<PAGE>

                               PS PARTNERS V, LTD.
                        A California Limited Partnership
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


<TABLE>
<CAPTION>
                                                                            2001               2000               1999
                                                                      --------------------------------------------------------

Cash flows from operating activities:

<S>                                                                      <C>               <C>                <C>
    Net income                                                           $    5,795,000    $    5,181,000     $    3,886,000

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

        Depreciation and amortization                                            59,000            53,000             55,000
        Decrease (increase) in rent and other receivables                       216,000          (285,000)                 -
        Decrease (increase) in other assets                                       2,000           (32,000)             1,000
        Increase (decrease) in accounts payable                                  97,000           (42,000)            40,000
        (Decrease) increase in advance payments from renters                     (2,000)           (2,000)             1,000
        Equity in earnings of real estate entities                           (5,659,000)       (5,022,000)        (3,792,000)
                                                                      --------------------------------------------------------

             Total adjustments                                               (5,287,000)       (5,330,000)        (3,695,000)
                                                                      --------------------------------------------------------

             Net cash provided (used in) by operating activities                508,000          (149,000)           191,000
                                                                      --------------------------------------------------------

Cash flows provided by investing activities:

        Distributions from real estate entities                               4,946,000         5,878,000          5,393,000
        Additions to real estate facilities                                     (34,000)          (38,000)            (5,000)
                                                                      --------------------------------------------------------

             Net cash provided by investing activities                        4,912,000         5,840,000          5,388,000
                                                                      --------------------------------------------------------

Cash flows used in financing activities:

        Distributions to partners                                            (5,346,000)       (5,686,000)        (5,986,000)
                                                                      --------------------------------------------------------

             Net cash used in financing activities                           (5,346,000)       (5,686,000)        (5,986,000)
                                                                      --------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                             74,000             5,000           (407,000)

Cash and cash equivalents at the beginning of the period                      2,300,000         2,295,000          2,702,000
                                                                      --------------------------------------------------------

Cash and cash equivalents at the end of the period                       $    2,374,000    $    2,300,000     $    2,295,000
                                                                      ========================================================
</TABLE>
                            See accompanying notes.
                                       F-5

<PAGE>
                              PS PARTNERS V, LTD.
                        A California Limited Partnership
                         NOTES TO FINANCIAL STATEMENTS
                               December 31, 2001


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. Thirty two 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.

                  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.

                                      F-6

<PAGE>

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

                  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.

         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.

                                      F-7

<PAGE>

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

         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 $32.18, $34.23 and $36.03 per year during 2001, 2000 and 1999,
         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.

         Recent Accounting Pronouncements and Guidance
         ---------------------------------------------

                  ACCOUNTING FOR BUSINESS COMBINATIONS

                  In June 2001, the Financial Accounting Standards Board
         ("FASB") issued Statement of Financial Accounting Standard No. 141,
         "Business Combinations," ("SFAS 141") which sets forth revised
         accounting guidance with respect to accounting for acquisitions of
         business enterprises. In accordance with the transition provisions of
         SFAS 141, the Partnership adopted the disclosure and accounting
         provisions of SFAS 141 on June 30, 2001 and the adoption had no effect
         on the Partnership's financial statements.

                                      F-8

<PAGE>

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

         Recent Accounting Pronouncements and Guidance (Continued)
         ---------------------------------------------------------

                  ACCOUNTING FOR GOODWILL AND OTHER INTANGIBLE ASSETS

                  In June 2001, the FASB issued Statement of Financial
         Accounting Standard No. 142, "Goodwill and Other Intangible Assets,"
         ("SFAS 142") which addresses how intangible assets that are acquired
         individually or with a group of other assets (but not those acquired in
         a business combination, which are addresses in SFAS 141) are to be
         accounted for. It also addresses how goodwill and other intangible
         assets should be accounted for after they have been initially
         recognized in the financial statements. In accordance with SFAS 142,
         the Partnership will adopt the provisions of SFAS No. 142 in its
         financial statements beginning with the year ending December 31, 2002.
         The adoption of SFAS 142 have no impact upon the Partnership's
         financial position or results of operations.

                  ACCOUNTING FOR THE IMPAIRMENT AND DISPOSAL OF LONG-LIVED
                  ASSETS

                  In August 2001, the FASB issued Statement of Financial
         Accounting Standards No. 144 ("SFAS 144") which addresses financial
         accounting and reporting for the impairment or disposal of long-lived
         assets and supersedes SFAS 121, and the accounting and reporting
         provisions of APB Opinion No. 30, "Reporting the Results of Operations"
         for a disposal of a segment of a business. SFAS 144 is effective for
         fiscal years beginning after December 15, 2001, with earlier
         application encouraged. The Partnership expects to adopt SFAS 144 on
         January 1, 2002, and does not expect that the adoption of the Statement
         will have a material impact upon the Partnership's financial position
         or results of operations.

2.       Real Estate Facilities

                  In 1995, the Financial Accounting Standards Board issued
         Statement No. 121, "Accounting for the Impairment of Long-Lived Assets
         and for Long-Lived Assets to be Disposed Of" which requires impairment
         losses to be recorded on long-lived assets. We annually evaluate
         long-lived assets (including intangibles), by identifying indicators of
         impairment and, if such indicators exist, by comparing the sum of the
         estimated undiscounted future cash flows for each asset to the asset's
         carrying amount. When indicators of impairment are present and the sum
         of the undiscounted cash flows is less than the carrying value of such
         asset, an impairment loss is recorded equal to the difference between
         the asset's current carrying value and its value based upon discounting
         its estimated future cash flows. Statement No. 121 also addresses the
         accounting for long-lived assets that are expected to be disposed of.
         Such assets are to be reported at the lower of their carrying amount or
         fair value, less cost to sell. Our evaluations have indicated no
         impairment in the carrying amount of our assets.

                  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").

                                      F-9

<PAGE>

3.       Investment in real estate entities

                 During 2001, 2000, and 1999, the Partnership recognized
         earnings from the Real Estate Entities of $5,659,000, $5,022,000 and
         $3,792,000, respectively, and received cash distributions totaling
         $4,946,000, $5,878,000, and $5,393,000, respectively from the Real
         Estate Entities. Equity in earnings for 2000 includes $208,000,
         representing the Partnership's share of a gain on sale of real estate
         investments recorded by PSBPLP.

                 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>
                                                                    2001                   2000
                                                              --------------        ---------------
For the year ended December 31,
<S>                                                              <C>                   <C>
    Total revenues                                               $  187,452,000        $  166,721,000
    Minority interest in income                                      27,489,000            26,741,000
    Net income                                                       58,209,000            58,843,000

At December 31,
    Total assets, net of accumulated depreciation                $1,226,209,000        $  988,414,000
    Total liabilities                                               211,577,000            63,097,000
    Total minority interest                                         359,891,000           306,478,000
    Total equity                                                    654,741,000           618,839,000
</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, 2001 and at December 31, 2000, respectively, as
         compared to prior periods, is the result of additional properties
         purchased by PSBPLP during 2000 and 2001.

                 Financial statements of the Joint Venture are filed with the
         Partnership's Form 10-K for 2001, 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
         refinancing 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). For 2001, 2000 and
         1999, the Partnership paid PSI $19,000, $18,000 and $17,000,
         respectively, pursuant to this management agreement.

                                      F-10

<PAGE>

5.       Related Party Transactions (Continued)

                  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.

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 $8,229,000, $5,671,000 and
          $4,223,000 for the years ended December 31, 2001, 2000 and 1999,
          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, 2001      June 30, 2001     September 30, 2001     December 31, 2001
                               --------------     --------------     ------------------     -----------------
<S>                            <C>                <C>                 <C>                    <C>
Rental Income                  $       69,000     $       81,000      $        81,000        $        75,000
Cost of Operations             $       34,000     $       34,000      $        31,000        $        33,000
Net Income                     $    1,373,000     $    1,473,000      $     1,482,000        $     1,467,000
Net Income Per Unit            $         8.49     $         9.12      $          9.17        $          8.41


                                                             Three Months Ended
                               ------------------------------------------------------------------------------
                               March 31, 2000      June 30, 2000     September 30, 2000     December 31, 2000
                               --------------     --------------     ------------------     -----------------
Rental Income                  $       69,000     $       71,000      $        79,000        $        76,000
Cost of Operations             $       30,000     $       29,000      $        29,000        $        25,000
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
</TABLE>

9.       Events Subsequent to December 31, 2001

                   On April 19, 2002, as a result of a vote by Public Storage,
          each limited partnership unit will be converted into the right to
          receive a value of $596 in Public Storage Common Stock or, at the
          option of the unitholder, $596 in cash.

                                      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        $324,000
                                                  =================================================
</TABLE>
<TABLE>
<CAPTION>
                                                                       Gross Carrying Amount
                                                                       At December 31, 2001
                                                  ----------------------------------------------------------------
    Date                                                             Building &                     Accumulated
  Acquired                Description                  Land         Improvements       Total       Depreciation
------------------------------------------------------------------------------------------------------------------

    <S>       <C>                                      <C>            <C>             <C>               <C>
    7/86      Colorado Springs/ Hollow Tree            $574,000       $1,050,000      $1,624,000        $646,000
                                                  ================================================================
</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.

                       Gross Carrying Cost Reconciliation

                                                 Years Ended December 31,
                                            -----------------------------------
                                                  2001             2000
                                            -----------------------------------

Balance at beginning of the period            $   1,590,000    $   1,552,000

Additions during the period:
     Improvements, etc.                              34,000           38,000
                                            -----------------------------------

Balance at the close of the period            $   1,624,000    $   1,590,000
                                            ===================================


                    Accumulated Depreciation Reconciliation

                                                 Years Ended December 31,
                                            -----------------------------------
                                                  2001             2000
                                            -----------------------------------

Balance at beginning of the period            $     587,000    $     534,000

Additions during the period:
     Depreciation                                    59,000           53,000
                                            -----------------------------------

Balance at the close of the period            $     646,000    $     587,000
                                            ===================================

(B)  The aggregate cost of real estate for Federal income tax purposes is
     $1,600,000 (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, 2001 and 2000 and the related statements of income, partners'
equity and cash flows for each of the three years in the period ended December
31, 2001. 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, 2001 and 2000, and the results of its operations and cash flows for
each of the three years in the period ended December 31, 2001, 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, 2002
Los Angeles, CA

                                      F-14

<PAGE>

                             SEI/PSP JOINT VENTURES
                        a California Limited Partnership
                                 BALANCE SHEETS
                           December 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                                                          2001               2000
                                                                                   --------------------------------------

                                      ASSETS


<S>                                                                                    <C>                 <C>
Cash and cash equivalents                                                              $     274,000       $     306,000

Rent and other receivables                                                                   449,000             141,000

Real estate facilities, at cost:
     Land                                                                                 15,525,000          15,525,000
     Buildings and equipment                                                              60,027,000          59,233,000
                                                                                   --------------------------------------
                                                                                          75,552,000          74,758,000

         Less accumulated depreciation                                                   (37,767,000)        (34,827,000)
                                                                                   --------------------------------------
                                                                                          37,785,000          39,931,000

Investment in real estate entity                                                          17,665,000          17,150,000

Other assets                                                                                  81,000             130,000
                                                                                   --------------------------------------

                                                                                       $  56,254,000       $  57,658,000
                                                                                   ======================================


                         LIABILITIES AND PARTNERS' EQUITY


Accounts payable                                                                       $     939,000       $     947,000

Accrued construction costs                                                                         -           1,794,000

Advance payments from renters                                                                305,000             421,000

Partners' equity:
     PS Partners V, Ltd.                                                                  24,222,000          23,655,000
     Public Storage, Inc.                                                                 30,788,000          30,841,000
                                                                                   --------------------------------------

Total partners' equity                                                                    55,010,000          54,496,000
                                                                                   --------------------------------------

                                                                                       $  56,254,000       $  57,658,000
                                                                                   ======================================
</TABLE>
                            See accompanying notes.
                                      F-15

<PAGE>

                            SEI/PSP V JOINT VENTURES
                        a California Limited Partnership
                              STATEMENTS OF INCOME
              For the years ended December 31, 2001, 2000 and 1999


<TABLE>
<CAPTION>
                                                                         2001              2000              1999
                                                                   ------------------------------------------------------

REVENUE:

<S>                                                                   <C>               <C>               <C>
Rental income                                                         $  15,871,000     $  14,798,000     $  14,349,000
Equity in earnings of real estate entity                                  1,190,000         1,289,000         1,051,000
                                                                   ------------------------------------------------------
                                                                         17,061,000        16,087,000        15,400,000
                                                                   ------------------------------------------------------

COSTS AND EXPENSES:

Cost of operations                                                        4,830,000         4,716,000         4,552,000
Management fees                                                             952,000           888,000           861,000
Depreciation and amortization                                             2,940,000         2,821,000         2,862,000
                                                                   ------------------------------------------------------
                                                                          8,722,000         8,425,000         8,275,000
                                                                   ------------------------------------------------------


NET INCOME                                                            $   8,339,000     $   7,662,000     $   7,125,000
                                                                   ======================================================


Partners' share of net income:
          PS Partners V, Ltd.'s share                                 $   5,319,000     $   4,653,000     $   3,492,000
          Public Storage Inc.'s share                                     3,020,000         3,009,000         3,633,000
                                                                   ------------------------------------------------------
                                                                      $   8,339,000     $   7,662,000     $   7,125,000
                                                                   ======================================================
</TABLE>
                            See accompanying notes.
                                      F-16

<PAGE>

                            SEI/PSP V JOINT VENTURES
                        a California Limited Partnership
                         STATEMENTS OF PARTNERS' EQUITY
              For the years ended December 31, 2001, 2000 and 1999


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

<S>                                                              <C>                   <C>                 <C>
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

Net income                                                             5,319,000          3,020,000             8,339,000

Distributions                                                         (4,752,000)        (3,073,000)           (7,825,000)
                                                              -------------------------------------------------------------

Balances at December 31, 2001                                    $    24,222,000       $ 30,788,000        $   55,010,000
                                                              =============================================================
</TABLE>
                            See accompanying notes.
                                      F-17

<PAGE>

                            SEI/PSP V JOINT VENTURES
                        a California Limited Partnership
                            STATEMENTS OF CASH FLOWS
              For the years ended December 31, 2001, 2000 and 1999


<TABLE>
<CAPTION>
                                                                              2001            2000            1999
                                                                        -------------------------------------------------

Cash flows from operating activities:

<S>                                                                       <C>              <C>             <C>
Net income                                                                $   8,339,000    $   7,662,000   $   7,125,000

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

         Depreciation and amortization                                        2,940,000        2,821,000       2,862,000
         Increase in rent and other receivables                                (308,000)         (33,000)        (19,000)
         Decrease (increase) in other assets                                     49,000           (7,000)          2,000
         (Decrease) increase in accounts payable                                 (8,000)         142,000         (61,000)
         (Decrease) increase in accrued construction costs                   (1,794,000)       1,794,000               -
         (Decrease) increase in advance payments from renters                  (116,000)          16,000         (10,000)
         Equity in earnings of real estate entity                            (1,190,000)      (1,289,000)     (1,051,000)
                                                                        -------------------------------------------------

              Total adjustments                                                (427,000)       3,444,000       1,723,000
                                                                        -------------------------------------------------

              Net cash provided by operating activities                       7,912,000       11,106,000       8,848,000
                                                                        -------------------------------------------------

Cash flows (used in) provided by investing activities:

         Distributions from real estate entity                                  675,000          651,000         649,000
         Additions to real estate facilities                                   (794,000)      (2,197,000)       (712,000)
                                                                        -------------------------------------------------

              Net cash (used in) provided by investing activities              (119,000)      (1,546,000)        (63,000)
                                                                        -------------------------------------------------

Cash flows used in financing activities:

         Distributions to partners                                           (7,825,000)      (9,575,000)     (8,776,000)
                                                                        -------------------------------------------------

              Net cash used in financing activities                          (7,825,000)      (9,575,000)     (8,776,000)
                                                                        -------------------------------------------------

Net (decrease) increase in cash and cash equivalents                            (32,000)         (15,000)          9,000

Cash and cash equivalents at the beginning of the period                        306,000          321,000         312,000
                                                                        -------------------------------------------------

Cash and cash equivalents at the end of the period                        $     274,000    $     306,000   $     312,000
                                                                        =================================================
</TABLE>
                            See accompanying notes.
                                      F-18

<PAGE>

                            SEI/PSP V JOINT VENTURES
                        a California Limited Partnership
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


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
         $766,000, $585,000 and $486,000 in 2001, 2000 and 1999, 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 of $603,000 and
         the Partnership made a capital contribution of $1,191,000, 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)

         Recent Accounting Pronouncements and Guidance
         ---------------------------------------------

                  ACCOUNTING FOR BUSINESS COMBINATIONS

                  In June 2001, the Financial Accounting Standards Board
         ("FASB") issued Statement of Financial Accounting Standard No. 141,
         "Business Combinations," (`SFAS 141") which sets forth revised
         accounting guidance with respect to accounting for acquisitions of
         business enterprises. In accordance with the transition provisions of
         SFAS 141, the Joint Venture adopted the disclosure and accounting
         provisions of SFAS 141 on June 30, 2001 and the adoption had no effect
         on the Joint Venture's financial statements.

                  ACCOUNTING FOR GOODWILL AND OTHER INTANGIBLE ASSETS

                  In June 2001, the FASB issued Statement of Financial
         Accounting Standard No. 142, "Goodwill and Other Intangible Assets,"
         ("SFAS 142") which addresses how intangible assets that are acquired
         individually or with a group of other assets (but not those acquired in
         a business combination, which are addresses in SFAS 141) are to be
         accounted for. It also addresses how goodwill and other intangible
         assets should be accounted for after they have been initially
         recognized in the financial statements. In accordance with SFAS 142,
         the Joint Venture will adopt the provisions of SFAS No. 142 in its
         financial statements beginning with the year ending December 31, 2002.
         The adoption of SFAS 142 had no impact upon the Joint Venture's
         financial position or results of operations.

                  ACCOUNTING FOR THE IMPAIRMENT AND DISPOSAL OF LONG-LIVED
                  ASSETS

                  In August 2001, the FASB issued Statement of Financial
         Accounting Standards No. 144 ("SFAS 144") which addresses financial
         accounting and reporting for the impairment or disposal of long-lived
         assets and supersedes SFAS 121, and the accounting and reporting
         provisions of APB Opinion No. 30, "Reporting the Results of Operations"
         for a disposal of a segment of a business. SFAS 144 is effective for
         fiscal years beginning after December 15, 2001, with earlier
         application encouraged. The Joint Venture expects to adopt SFAS 144 on
         January 1, 2002, and does not expect that the adoption of the Statement
         will have a material impact upon the Joint Venture's financial position
         or results of operations.

3.       Real Estate Facilities

                  In 1995, the Financial Accounting Standards Board issued
         Statement No. 121, "Accounting for the Impairment of Long-Lived Assets
         and for Long-Lived Assets to be Disposed Of" which requires impairment
         losses to be recorded on long-lived assets. We annually evaluate
         long-lived assets (including intangibles), by identifying indicators of
         impairment and, if such indicators exist, by comparing the sum of the
         estimated undiscounted future cash flows for each asset to the asset's
         carrying amount. When indicators of impairment are present and the sum
         of the undiscounted cash flows is less than the carrying value of such
         asset, an impairment loss is recorded equal to the difference between
         the asset's current carrying value and its value based upon discounting
         its estimated future cash flows. Statement No. 121 also addresses the
         accounting for long-lived assets that are expected to be disposed of.
         Such assets are to be reported at the lower of their carrying amount or
         fair value, less cost to sell. Our evaluations have indicated no
         impairment in the carrying amount of our assets.

                                      F-21

<PAGE>

3.       Real Estate Facilities (Continued)

                  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 2001, 2000, and 1999, the Joint Venture recognized
         $1,190,000, $1,289,000, and $1,051,000, respectively, in equity in
         earnings of real estate entities with respect to the investment in
         PSBPLP, described in Note 3 above.

                  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>
                                                                                 2001                  2000
                                                                          -----------------      -----------------
    <S>                                                                   <C>                     <C>
    For the year ended December 31,
        Total revenues                                                    $     170,391,000       $    150,634,000
        Minority interest in income                                              27,489,000             26,741,000
        Net income                                                               49,870,000             51,181,000

    At December 31,
        Total assets, net of accumulated depreciation                     $   1,169,955,000       $    930,756,000
        Total liabilities                                                       210,333,000             59,935,000
        Total minority interest                                                 359,891,000            306,478,000
        Total equity                                                            599,731,000            564,343,000
</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, 2001 and at December 31, 2000, respectively, as
         compared to prior periods, is the result of additional properties
         purchased by PSBPLP during 2000 and 2001.

                  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). For 2001, 2000 and
         1999, the Joint Venture paid PSI $952,000 $888,000 and $861,000,
         respectively, pursuant to this management agreement.

                  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.

                                      F-22

<PAGE>

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 $7,236,000, $6,215,000 and
         $5,711,000 for the years ended December 31, 2001, 2000 and 1999,
         respectively. The difference between taxable income and book income is
         primarily related to timing differences in depreciation expense.

8.       Events Subsequent to December 31, 2001

                  On April 19, 2002, as a result of a vote by Public Storage,
         each limited partnership unit will be converted into the right to
         receive a value of $596 in Public Storage Common Stock or, at the
         option of the unitholder, $596 in cash.

                                      F-23

<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         $463,000
10/85         San Antonio/ Callaghan                    288,000       1,016,000          394,000
10/85         San Antonio/ Zarzamora                    364,000       1,281,000          525,000
10/85         San Antonio/ Hackberry                    388,000       1,367,000        2,227,000
10/85         San Antonio/ Fredericksburg               287,000       1,009,000          447,000
10/85         Dallas/ S. Westmoreland                   474,000       1,670,000          246,000
10/85         Dallas/ Alvin St.                         359,000       1,266,000          222,000
10/85         Fort Worth/ W. Beach St.                  356,000       1,252,000          198,000
10/85         Fort Worth/ E. Seminary                   382,000       1,346,000          207,000
10/85         Fort Worth/ Cockrell St.                  323,000       1,136,000          223,000
11/85         Everett/ Evergreen                        706,000       2,294,000          533,000
11/85         Seattle/ Empire Way                     1,652,000       5,348,000          734,000
12/85         Amherst/ Niagra Falls                     132,000         701,000          282,000
12/85         West Sams Blvd.                           164,000       1,159,000         (216,000)
3/86          Jacksonville/ Wiley                       140,000         510,000          314,000
12/85          MacArthur Rd.                            204,000       1,628,000          198,000
2/86          Costa Mesa/ Pomona                      1,405,000       1,520,000          406,000
12/85         Brockton/ Main                            153,000       2,020,000         (162,000)
1/86          Mapleshade/ Rudderow                      362,000       1,811,000          364,000
1/86          Bordentown/ Groveville                    196,000         981,000          214,000
12/85         Eatontown/ Hwy 35                         308,000       4,067,000          560,000
2/86          Brea/ Imperial Hwy                      1,069,000       2,165,000          444,000
12/85         Denver/ Leetsdale                         603,000         847,000          246,000
2/86          Skokie/ McCormick                         638,000       1,912,000          297,000
1/86          Sun Valley/ Sheldon                       544,000       1,836,000          383,000
3/86          St. Louis/ Forder                         517,000       1,133,000          309,000
1/86          Las Vegas/ Highland                       432,000         848,000          257,000
5/86          Westlake Village                        1,205,000         995,000          236,000
</TABLE>

<TABLE>
<CAPTION>
                                                                       Gross Carrying Amount
                                                                       At December 31, 2001
                                                  ----------------------------------------------------------------
    Date                                                             Building &                     Accumulated
  Acquired                Description                  Land         Improvements       Total       Depreciation
------------------------------------------------------------------------------------------------------------------
<S>           <C>                                      <C>            <C>             <C>               <C>
10/85         San Antonio/ Wetmore Rd.                 $306,000       $1,542,000      $1,848,000        $996,000
10/85         San Antonio/ Callaghan                    288,000        1,410,000       1,698,000         918,000
10/85         San Antonio/ Zarzamora                    364,000        1,806,000       2,170,000       1,123,000
10/85         San Antonio/ Hackberry                    389,000        3,593,000       3,982,000       1,200,000
10/85         San Antonio/ Fredericksburg               287,000        1,456,000       1,743,000         953,000
10/85         Dallas/ S. Westmoreland                   474,000        1,916,000       2,390,000       1,244,000
10/85         Dallas/ Alvin St.                         359,000        1,488,000       1,847,000         972,000
10/85         Fort Worth/ W. Beach St.                  356,000        1,450,000       1,806,000         950,000
10/85         Fort Worth/ E. Seminary                   382,000        1,553,000       1,935,000       1,024,000
10/85         Fort Worth/ Cockrell St.                  323,000        1,359,000       1,682,000         889,000
11/85         Everett/ Evergreen                        706,000        2,827,000       3,533,000       1,925,000
11/85         Seattle/ Empire Way                     1,652,000        6,082,000       7,734,000       3,981,000
12/85         Amherst/ Niagra Falls                     132,000          983,000       1,115,000         659,000
12/85         West Sams Blvd.                           164,000          943,000       1,107,000         627,000
3/86          Jacksonville/ Wiley                       140,000          824,000         964,000         521,000
12/85          MacArthur Rd.                            204,000        1,826,000       2,030,000       1,175,000
2/86          Costa Mesa/ Pomona                      1,405,000        1,926,000       3,331,000       1,250,000
12/85         Brockton/ Main                            153,000        1,858,000       2,011,000       1,195,000
1/86          Mapleshade/ Rudderow                      362,000        2,175,000       2,537,000       1,367,000
1/86          Bordentown/ Groveville                    196,000        1,195,000       1,391,000         754,000
12/85         Eatontown/ Hwy 35                         308,000        4,627,000       4,935,000       2,984,000
2/86          Brea/ Imperial Hwy                      1,069,000        2,609,000       3,678,000       1,679,000
12/85         Denver/ Leetsdale                         603,000        1,093,000       1,696,000         704,000
2/86          Skokie/ McCormick                         638,000        2,209,000       2,847,000       1,394,000
1/86          Sun Valley/ Sheldon                       544,000        2,219,000       2,763,000       1,454,000
3/86          St. Louis/ Forder                         517,000        1,442,000       1,959,000         921,000
1/86          Las Vegas/ Highland                       432,000        1,105,000       1,537,000         729,000
5/86          Westlake Village                        1,205,000        1,231,000       2,436,000         795,000
</TABLE>

                                      F-24

<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         $351,000
2/86          Oklahoma City/ Penn                       146,000         829,000          205,000
2/86          Oklahoma City/ 39th Expressway            238,000         812,000          354,000
4/86          Reno/ Telegraph                           649,000       1,051,000          562,000
                                                  -------------------------------------------------


                      TOTAL                         $15,525,000     $48,004,000      $12,023,000
                                                  =================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                       Gross Carrying Amount
                                                                       At December 31, 2001
                                                  ----------------------------------------------------------------
    Date                                                             Building &                     Accumulated
  Acquired                Description                  Land         Improvements       Total       Depreciation
------------------------------------------------------------------------------------------------------------------
<S>           <C>                                      <C>            <C>             <C>               <C>
2/86          Colorado Springs/ Sinton                 $535,000       $1,466,000      $2,001,000        $888,000
2/86          Oklahoma City/ Penn                       146,000        1,034,000       1,180,000         659,000
2/86          Oklahoma City/ 39th Expressway            238,000        1,166,000       1,404,000         769,000
4/86          Reno/ Telegraph                           648,000        1,614,000       2,262,000       1,068,000
                                                  ----------------------------------------------------------------


                      TOTAL                         $15,525,000      $60,027,000     $75,552,000     $37,767,000
                                                  ================================================================
</TABLE>

                                      F-25

<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.

                       Gross Carrying Cost Reconciliation

                                               Years Ended December 31,
                                          -----------------------------------
                                                2001             2000
                                          -----------------------------------

Balance at beginning of the period          $   74,758,00    $  72,561,000

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

Balance at the close of the period          $  75,552,000    $  74,758,000
                                          ===================================


                    Accumulated Depreciation Reconciliation

                                               Years Ended December 31,
                                          -----------------------------------
                                                2001             2000
                                          -----------------------------------

Balance at beginning of the period          $  34,827,000    $  32,006,000

Additions during the period:
     Depreciation                               2,940,000        2,821,000
                                          -----------------------------------

Balance at the close of the period          $  37,767,000    $  34,827,000
                                          ===================================

(B)  The aggregate cost of real estate for Federal income tax purposes is
     $76,005,000 (unaudited).

                                      F-26