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, 1996
                          -----------------

                                       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                                 (Zip Code)
               offices)

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.
         --------
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
investments were made through general partnerships with Storage Equities,  Inc.,
now known as Public  Storage,  Inc.  ("PSI"),  a real  estate  investment  trust
("REIT")  organized  as a  corporation  under  the laws of  California.  For tax
administrative  efficiency,  the  original  general  partnerships  with PSI were
consolidated into a single general partnership effective December 31, 1990.

     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 Partnership's mini-warehouse properties.

     The Partnership's  general partners (the "General Partners") are PSI and B.
Wayne Hughes ("Hughes"). PSI became a co-general partner in September 1993, when
PSI acquired the interest of PSI Associates, Inc. ("PSA"), an affiliate of PSMI,
relating to PSA's  general  partner  capital  contribution  in the  Partnership.
Hughes has been a general partner of the Partnership since its inception. 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.

     The Partnership's  mini-warehouse properties are managed by PSI pursuant to
a  Management  Agreement.  PSI  believes  that  it is the  largest  operator  of
mini-warehouse facilities in the United States.

     Through 1996, the Partnership's  commercial  property was managed by Public
Storage  Commercial  Properties Group, Inc.  ("PSCPG")  pursuant to a Management
Agreement.   In  January  1997,  the  Partnership  and  PSI  and  other  related
partnerships  transferred a total of 35 business  parks to American  Office Park
Properties,  L.P. ("AOPPLP"), an operating partnership formed to own and operate
business parks in which PSI has approximately an 85% economic interest. Included
among the properties  transferred was the Partnership's transfer of its business
parks to AOPPLP in exchange for a 10.4% interest in AOPPLP.  The general partner
of AOPPLP is PSCPG, now known as American Office Park Properties, Inc. Ronald L.
Havner, Jr., formerly Senior  Vice-President and Chief Financial Officer of PSI,
is the Chief Executive Officer of American Office Park Properties, Inc. See Item
13.

     PSI's  current  relationship  with the  Partnership  includes (i) the joint
ownership  of  32  of  the  Partnership's  33  properties  (which  excludes  the
properties  transferred  to AOPPLP 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 February 19, 1997, PSI owned approximately 51.03% of
the Partnership's  limited partnership units and (iv) PSI is the operator of the
Partnership's mini-warehouse facilities.

Investments in Facilities
-------------------------
     The  Partnership  owns  interests  in  33  properties  (which  exclude  the
properties  transferred  to AOPPLP in January 1997);  32 of such  properties are
held  in a  general  partnership  comprised  of the  Partnership  and  PSI.  The
Partnership  purchased its last property in July, 1986. Reference is made to the
table in Item 2 for a summary of information about the Partnership's properties.

                                       2

<PAGE>

     The  Partnership  believes that its operating  results have  benefited from
favorable   industry   trends  and  conditions.   Notably,   the  level  of  new
mini-warehouse  construction  has decreased since 1988 while consumer demand has
increased.  In  addition,  in recent  years  consolidation  has  occurred in the
fragmented mini-warehouse industry.

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.

     Mini-warehouses  in which the Partnership has invested generally consist of
three to seven buildings containing an aggregate of between 235 to 1,469 storage
spaces, most of which have between 25 and 400 square feet and an interior height
of approximately 8 to 12 feet.

     The Partnership  experiences  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 Partnership's  mini-warehouses  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 does not
intend to convert its mini-warehouses to other uses.

Commercial Properties
---------------------
     Through 1996, the Partnership owned and operated two business parks; one in
San Diego, California and one in Culver City, California.  These properties were
transferred  to AOPPLP in  January  1997 in  exchange  for a 10.4%  interest  in
AOPPLP.

Investment Objectives and Polices; Sale or Financing of Investments
-------------------------------------------------------------------
     The  Partnership's  objectives  are to (i)  preserve  and protect  invested
capital,   (ii)  maximize  the  potential  for  appreciation  in  value  of  its
properties, (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, as of
December 31, 1996,  PSI has the right to require the  Partnership to sell all of
the joint  venture  properties  (see Item 12(c)).  The General  Partners have no
present  intention  to seek the  liquidation  of the  Partnership  because  they
believe that it is not an opportune time to sell  mini-warehouses.  Although the
 
                                        3
<PAGE>

General  Partners  originally  anticipated a liquidation  of the  Partnership in
1993-1996,   since  the  completion  of  the  Partnership's  offering  in  1985,
significant  changes have taken place in the financial  and real estate  markets
that must be taken into account in  considering  the timing of any proposed sale
or financing,  including: (i) the increased construction of mini-warehouses from
1984 to 1988, which has increased competition, (ii) the general deterioration of
the real estate market  (resulting from a variety of factors,  including changes
in tax laws),  which has  significantly  affected  property values and decreased
sales activities and (iii) the reduced sources of real estate financing.

     The Partnership  engaged  Lawrence R. Nicholson,  MAI, a principal with the
firm of Nicholson-Douglas Realty Consultants, Inc. ("NDRC") to perform a limited
investigation and appraisal of the Partnership's property portfolio. In a letter
appraisal  report dated  December 31, 1996,  NDRC indicated  that,  based on the
assumptions  contained  in  the  report,  the  aggregate  market  value  of  the
Partnership's 35 properties  (consisting not only of the Partnership's  interest
but also including  PSI's  interest),  as of November 30, 1996, was  $99,300,000
($85,100,000  for the 33  mini-warehouses  and  $14,200,000  for the 2  business
parks).  (In January  1997,  after the date of the  appraisal,  the  Partnership
transferred  its business  parks to AOPPLP in exchange  for a 10.4%  interest in
AOPPLP.)  NDRC's  report is limited in that NDRC did not inspect the  properties
and relied primarily upon the income capitalization  approach in arriving at its
opinion.   NDRC's  aggregate  value  conclusion  represents  the  100%  property
interests, and although not valued separately, includes both the interest of the
Partnership  in the  properties,  as well as the  interest of PSI,  which owns a
joint  venture  interest  (ranging  from  about  50%  to  90%)  in 33 of  the 35
properties. The analytical process that was undertaken in the appraisal included
a review of the  properties'  unit mix,  rental rates and  historical  financial
statements.  Following these reviews, a stabilized level of net operating income
was  projected  for  the  properties  (an  aggregate  of  $8,312,000  for the 33
mini-warehouses  and  $1,606,000 for the 2 business  parks).  In the case of the
mini-warehouses,   value   estimates   were  then  made   using  both  a  direct
capitalization  analysis  ($86,600,000)  and a  discounted  cash  flow  analysis
($85,000,000).   In  applying  the   discounted   cash  flow   analysis  to  the
mini-warehouses,  projections of cash flow from each property were developed for
an 11-year period ending in the year 2007.  Growth rates for income and expenses
were assumed to be 3.5% per year. NDRC then used a terminal  capitalization rate
of 10.0% to capitalize  each  property's  11th year net operating  income into a
residual value at the end of the holding period.  The ten yearly cash flows plus
the residual or reversionary proceeds net of sales costs were then discounted to
present  worth  using a discount  rate of 12.5%.  In the  direct  capitalization
analysis,  NDRC  applied  a 9.5%  capitalization  rate  to the  mini-warehouses'
stabilized net operating income.  These value estimates were then compared to an
estimated  value   ($84,500,000)   using  a  regression   analysis   applied  to
approximately 300 sales of mini-warehouses to evaluate the reasonableness of the
estimates using the direct capitalization and discounted cash flow analysis.

     The business  parks were valued using a direct  capitalization  analysis by
applying a 10.5%  capitalization  rate to the  business  parks'  stabilized  net
operating  income  and  then  making   adjustments  for  any  necessary  capital
improvements and stabilization costs. NDRC has prepared other appraisals for the
General  Partners  and their  affiliates  and is expected to continue to prepare
appraisals  for the General  Partners  and their  affiliates.  No  environmental
investigations  were conducted with respect to the limited  investigation of the
Partnership's  properties.  Accordingly,  NDRC's  appraisal  did not  take  into
account  any  environmental  cleanup or other  costs that might be  incurred  in
connection  with a  disposition  of the  properties.  Although  there  can be no
assurance,  based on recently completed  environmental  investigations (see Item
2),  the  Partnership  is not aware of any  environmental  contamination  of its
facilities material to its overall business or financial condition.  In addition
to assuming  compliance with applicable  environmental  laws, the appraisal also
assumed,  among  other  things,   compliance  with  applicable  zoning  and  use
regulations and the existence of required licenses.

     Limited  Partners  should  recognize that appraisals are opinions as of the
date  specified,  are subject to certain  assumptions and the appraised value of
the  Partnership's  properties may not represent  their true worth or realizable
value. There can be no assurance that, if these properties were sold, they would
be sold at the appraised  values;  the sales price might be higher or lower than
the appraised values.

     Based on NDRC's  limited  appraisal (as of December 31, 1996),  the General
Partners have estimated a liquidation  value per Unit of $380. This  liquidation
value was calculated  assuming (i) the properties  owned by the  Partnership and
PSI were sold at the values reflected in NDRC's report,  (ii) costs of 5% of the
sales price of the properties were incurred in the sale of the properties, (iii)
the proceeds from the properties  held jointly by the  Partnership  and PSI were
allocated  between them in accordance with the joint venture  agreement and (iv)
the  Partnership's  other net  assets  were  liquidated  at their  book value at
September 30, 1996.

                                       4
<PAGE>

Operating Strategies
--------------------
     The  Partnership's  mini-warehouses  are  operated by PSI under the "Public
Storage" name, which the Partnership believes is the most recognized name in the
mini-warehouse  industry.  The major  elements  of the  Partnership's  operating
strategies are as follows:

     *  Capitalize on Public Storage's name recognition.  PSI, together with its
        predecessor,  has  more  than 20 years of  operating  experience  in the
        mini-warehouse business. PSI has informed the Partnership that it is the
        largest  mini-warehouse  facility operator in the United States in terms
        of both number of facilities and rentable space  operated.  PSI believes
        that its  marketing and  advertising  programs  improve its  competitive
        position in the market.  PSI's  in-house  Yellow Pages staff designs and
        places  advertisements in approximately  700 directories.  Commencing in
        early 1996, PSI began to experiment with a telephone  reservation system
        designed to provide added  customer  service.  Customers  calling either
        PSI's toll-free  referral  system,  (800) 44-STORE,  or a mini-warehouse
        facility  are  directed  to PSI's  reservation  system  where a  trained
        representative discusses with the customer space requirements, price and
        location preferences and also informs the customer of other products and
        services  provided  by PSI.  As of  December  31,  1996,  the  telephone
        reservation  system  was  supporting  rental  activity  at  all  of  the
        Partnership's  properties.  PSI's  toll-free  telephone  referral system
        services  approximately 120,000 calls per month from potential customers
        inquiring as to the nearest Public Storage mini-warehouse.

     *  Maintain high occupancy levels and increase  realized rents.  Subject to
        market  conditions,  the Partnership  generally seeks to achieve average
        occupancy  levels in excess of 90% and to eliminate  promotions prior to
        increasing  rental rates.  The monthly average  realized rent per square
        foot for the mini-warehouse facilities was $.65 in 1996 compared to $.63
        in 1995. The weighted  average  occupancy  levels at the  mini-warehouse
        facilities remained stable at 92% in both 1996 and 1995. The Partnership
        has  increased  rental rates in many markets  where it has achieved high
        occupancy levels and eliminated or minimized promotions.

     *  Systems and controls. PSI has an organizational structure and a property
        operation system,  "CHAMP"  (Computerized Help and Management  Program),
        which links its corporate office with each mini-warehouse.  This enables
        PSI to obtain daily information from each  mini-warehouse and to achieve
        efficiencies   in  operations  and  maintain   control  over  its  space
        inventory,   rental  rates,  promotional  discounts  and  delinquencies.
        Expense management is achieved through  centralized payroll and accounts
        payable systems and a comprehensive property tax appeals department, and
        PSI has an extensive  internal  audit program  designed to ensure proper
        handling of cash collections.

     *  Professional  property  operation.  In addition to the approximately 120
        support  personnel at the Public Storage  corporate  offices,  there are
        approximately   2,700  on-site   personnel  who  manage  the  day-to-day
        operations of the  mini-warehouse  in the Public Storage  system.  These
        on-site personnel are supervised by 110 district  managers,  15 regional
        managers  and three  divisional  managers  (with an  average of 13 years
        experience in the  mini-warehouse  industry) who report to the president
        of the mini-warehouse  property operator (who has 13 years of experience
        with  the  Public  Storage  organization).  PSI  carefully  selects  and
        extensively trains the operational and support personnel and offers them
        a progressive career path. See "Mini-warehouse Property Operator."

Mini-warehouse Property Operator
--------------------------------
     The Partnership's  mini-warehouse properties are managed by PSI pursuant to
a Management Agreement.

     Under the supervision of the Partnership,  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 Partnership, employees for the operation
of  the  Partnership's  facilities,   including  resident  managers,   assistant
managers, relief managers, and billing and maintenance personnel. Some or all of

                                       5
<PAGE>

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

     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 Partnership's  facilities are typically advertised via signage,  yellow
pages,  flyers  and  broadcast  media  advertising  (television  and  radio)  in
geographic  areas in which many of the  Partnership's  facilities  are  located.
Broadcast  media and other  advertising  costs are charged to the  Partnership's
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  a  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  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 between the Partnership and PSI provides that the
Management Agreement may be terminated without cause upon 60 days written notice
by either party.

Commercial Property Operator
----------------------------
     Through  1996,  the  Partnership's  commercial  properties  were managed by
PSCPG,  now known as  American  Office  Park  Properties,  Inc.,  pursuant  to a
Management  Agreement.   In  January  1997,  the  Partnership   transferred  its
commercial properties to AOPPLP.


                                       6
<PAGE>

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  Partnership's  facilities.  Competition  may  be
accelerated  by any increase in  availability  of funds for  investment  in real
estate. Recent increases in plans for development of mini-warehouses is expected
to further  intensify  competition  among  mini-warehouse  operators  in certain
market areas. In addition to competition from  mini-warehouses  operated by PSI,
there are three other national firms and numerous  regional and local operators.
The Partnership believes that the significant operating and financial experience
of PSI's executive  officers and directors and the "Public  Storage" name should
enable the Partnership to continue to compete effectively with other entities.

Other Business Activities
-------------------------
     A corporation owned by the Hughes Family reinsures  policies against losses
to goods stored by tenants in the Partnership's mini-warehouses. The Partnership
believes that the availability of insurance  reduces the potential  liability of
the  Partnership to tenants for losses to their goods from theft or destruction.
This  corporation  receives the premiums and bears the risks associated with the
insurance.

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

Employees
---------
     There are 111  persons who render  services  on behalf of the  Partnership.
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
AOPPLP.

ITEM 2.  PROPERTIES.
         -----------
     The following  table sets forth  information  as of December 31, 1996 about
properties  owned  by the  Partnership.  All but two of  these  properties  were
acquired  jointly  with  PSI  and  were  contributed  to a  general  partnership
comprised of the Partnership and PSI.
<TABLE>
<CAPTION>

           
                                                      Net           Number
                                                    Rentable          of                 Date of            Ownership
Location                                          Square Feet      Spaces             Acquisition          Percentage
---------------------------                       -------------   ----------        ------------------    -------------
CALIFORNIA
<S>                                                  <C>              <C>                <C>                  <C>  
Brea E.                                              82,100           772                02/28/86             60.0%
   Imperial Way
Costa Mesa                                           44,700           495                02/21/86             50.0
   Pomona Ave.
Culver City (1) (2)                                 145,800            69                03/28/86             90.0
   Fox Hills
San Diego (1) (2)                                    75,300            36                02/28/86            100.0
   Koll Mission
Sun Valley                                           47,500           482                01/08/86             50.0
   Sheldon St.
Westlake Village
   Agoura Rd.                                        36,000           303                05/09/86             60.0
COLORADO
Colorado Springs                                     45,100           433                07/15/86            100.0
   Hollow Tree Ct.
Colorado Springs                                     58,800           578                02/19/86             50.0
   N. Stinton Rd.
</TABLE>
 
                                      7
<PAGE>
<TABLE>
<CAPTION>

           
                                                      Net           Number
                                                    Rentable          of                 Date of            Ownership
Location                                          Square Feet      Spaces             Acquisition          Percentage
---------------------------                       -------------   ----------        ------------------    -------------
<S>                                                  <C>              <C>                <C>                  <C>  
Denver                                               32,300           235                12/06/85             50.0%
   Leetsdale Ave.
FLORIDA
Jacksonville                                         31,800           348                03/12/86             60.0
   Wiley Rd.
ILLINOIS
Skokie                                               49,200           457                02/27/86             50.0
   McCormick Blvd.
MASSACHUSETTS
Brockton                                             49,800           441                12/03/85             50.0
   Main St.
MISSOURI
St. Louis                                            44,200           383                03/28/86             69.7
   Forder Rd.
NEVADA
Las Vegas                                            47,200           453                01/17/86             50.0
   S. Highland Dr.
Reno                                                 80,800           578                04/01/86             70.6
   Telegraph Rd.
NEW JERSEY
Bordentown                                           30,500           290                01/16/86             50.0
   Route 130
Eatontown                                            81,200           937                12/31/85             60.0
   Highway 35
Mapleshade                                           55,400           517                01/16/86             50.0
   Rudderow Ave.
NEW YORK
Amherst                                              32,000           316                12/31/85             50.0
   Niagra Falls Blvd.
OKLAHOMA
Oklahoma City                                        35,500           284                02/20/86             60.0
   N. Pennsylvania
Oklahoma City                                        32,900           280                02/28/86             60.3
   NW 39th Expressway
PENNSYLVANIA
Whitehall                                            54,300           541                12/03/85             50.0
   MacArthur Rd.
TEXAS
Dallas                                               53,200           457                10/04/85             66.4
   Alvin St.
Dallas                                               64,600           660                10/04/85             66.4
   S. Westmoreland
Ft. Worth                                            52,400           504                10/04/85             66.4
   Cockrell St.
Ft. Worth                                            58,600           588                10/04/85             66.4
   E. Seminary Dr.
Ft. Worth                                            54,400           529                10/04/85             66.4
   W. Beach St.
San Antonio                                          52,400           494                10/04/85             66.4
   Callaghan Rd.
</TABLE>
                                       8
<PAGE>
<TABLE>
<CAPTION>

           
                                                      Net           Number
                                                    Rentable          of                 Date of            Ownership
Location                                          Square Feet      Spaces             Acquisition          Percentage
---------------------------                       -------------   ----------        ------------------    -------------
<S>                                                  <C>              <C>                <C>                  <C>  
San Antonio                                          53,400           510                10/04/85             66.4%
   Fredericksburg Rd.
San Antonio                                          54,000           528                10/04/85             66.4
   Hackberry St.
San Antonio                                          56,300           561                10/04/85             66.4
   Wetmore Rd.
San Antonio                                          48,700           530                10/04/85             66.4
   Zarzamora Rd.
UTAH
Kearns                                               48,400           489                12/18/85             50.0
   W. Sams Blvd.
WASHINGTON
Everett                                              83,300         1,020                11/07/85             50.0
   Evergreen Way
Seattle                                             132,300         1,469                11/07/85             50.0
   Empire Way South
</TABLE>

----------------

(1)  Business Park Facility
(2)  In January 1997, the  Partnership  contributed its business park facilities
     to AOPPLP in exchange for a 10.4% interest in AOPPLP. See Item 1.

     Weighted average occupancy levels for the  mini-warehouse and business park
facilities  were 92% and 92%,  respectively,  in 1996  compared  to 92% and 93%,
respectively,  in 1995. In 1996,  the monthly  realized rent per square foot for
the  mini-warehouse  and  business  park  facilities  averaged  $.65 and  $1.26,
respectively, compared to $.63 and $1.34, respectively, in 1995.

     Substantially  all of the  Partnership's  facilities were acquired prior to
the time  that it was  customary  to  conduct  environmental  investigations  in
connection  with property  acquisitions.  During the fourth  quarter of 1995, an
independent  environmental  consulting firm completed environmental  assessments
(which  commenced  in 1994) on the  Partnership's  properties  to  evaluate  the
environmental  condition of, and potential  environmental  liabilities  of, such
properties.  Based  on the  assessments,  the  Partnership  expensed  in 1995 an
estimated $112,000 for known environmental  remediation  requirements.  Although
there  can be no  assurance,  the  Partnership  is not  aware  of any  unaccrued
environmental  contamination of any of its property sites which  individually or
in the  aggregate  would be  material  to the  Partnership's  overall  business,
financial condition, or results of operations.

ITEM 3.  LEGAL PROCEEDINGS.
         ------------------
     No material legal proceeding is pending against the Partnership.

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 1996.

                                       9
<PAGE>


                                     PART II

ITEM 5.  MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED STOCKHOLDER 
         MATTERS.
         ------------------------------------------------------------------
     The Partnership has no common stock.

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

     Exclusive  of the  General  Partners'  interest in the  Partnership,  as of
December 31, 1996, there were approximately 3,459 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.


                                       10
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA.
         -----------------------
<TABLE>
<CAPTION>

                                                                 For the Year Ended December 31,
                                               ---------------------------------------------------------------------
                                                1996           1995            1994            1993          1992
                                               ---------  -------------   --------------   -----------   -----------
                                                               (In thousands, except per Unit data)
<S>                                          <C>             <C>            <C>             <C>             <C>     
Revenues                                     $ 15,938        $ 15,770       $ 15,349        $ 14,276        $ 14,007

Depreciation and amortization                   3,793           3,603          3,537           3,771           3,435

Interest expense                                  214             290            294             425             616

Net income                                      2,187           2,403          2,336           1,289           1,642

   Limited partners' share                      1,771           1,885          1,918             954           1,296

   General partners' share                        416             518            418             335             346

Limited partners' per unit data (a)

   Net income                                 $ 11.97         $ 12.74        $ 12.96          $ 6.45          $ 8.76

   Cash distributions (b)                     $ 24.00         $ 30.02        $ 24.00         $ 19.60         $ 20.02

As of December 31,

Cash and cash equivalents                       $ 453         $ 2,059        $ 1,794           $ 657         $ 1,813

Total assets                                 $ 70,356        $ 74,525       $ 76,818        $ 78,462        $ 82,855

Mortgage notes payable                            $ -         $ 2,935        $ 2,976         $ 3,014         $ 5,864


</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,  concurrently  with the distribution for
     the third  quarter  of 1995,  a portion  of the  operating  reserve  of the
     Partnership estimated to be $6.02 per Unit.



<PAGE>

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

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

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995:

     The Partnership's net income in 1996 was $2,187,000  compared to $2,403,000
in 1995,  representing a decrease of $216,000, or 9%. The decrease was primarily
a result of increases in  depreciation  expense and minority  interest in income
for those  properties held in a joint venture with PSI,  combined with decreases
in property  operations and interest  income,  partially  offset by decreases in
environmental costs and interest expense.

     Property net operating  income  (rental  income less cost of operations and
management  fees and excluding  depreciation  expense)  decreased  approximately
$89,000 in 1996  compared to 1995,  as rental  income  increased by $200,000 and
cost of operations (including management fees) increased by $289,000, or 5%.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$12,780,000 in 1996 compared to $12,371,000 in 1995, representing an increase of
$409,000,  or 3%. The increase in rental  income was primarily  attributable  to
increased  rental rates at the  mini-warehouse  facilities.  The monthly average
realized rent per square foot for the mini-warehouse facilities was $.65 in 1996
compared  to  $.63  in  1995.  The  weighted  average  occupancy  levels  at the
mini-warehouse  facilities remained stable at 92% in both 1996 and 1995. Cost of
operations  (including management fees) increased $292,000, or 7%, to $4,735,000
in 1996  from  $4,443,000  in  1995.  The  increase  in cost of  operations  was
primarily attributable to increases in repairs and maintenance,  advertising and
property  tax  expenses.   Accordingly,  for  the  Partnership's  mini-warehouse
operations, property net operating income increased by $117,000 to $8,045,000 in
1996 from $7,928,000 in 1995.

     Rental income for the Partnership's business park operations was $3,062,000
in 1996 compared to $3,271,000 in 1995,  representing  a decrease of $209,000 or
6%. The decrease in rental income is primarily attributable to a decrease in the
rental rates and occupancy level at the Culver City,  California  business park.
During the first quarter of 1996, a major tenant vacated the facility  following
the  termination  of its  lease.  The  Partnership  is  actively  marketing  the
facility,  and has been able to re-lease a portion of the office  space that was
vacated by the major tenant.  Rental rates on the  re-leased  space is less than
was previously  being earned.  The monthly average realized rent per square foot
for the business  park  facilities  was $1.26 in 1996 compared to $1.34 in 1995.
The weighted  average  occupancy levels at the business park facilities were 92%
in 1996 compared to 93% in 1995. Cost of operations  (including management fees)
decreased $3,000 to $1,418,000 in 1996 from $1,421,000 in 1995. Accordingly, for
the  Partnership's  business  park  facilities,  property net  operating  income
decreased by $206,000, or 11%, to $1,644,000 in 1996 from $1,850,000 in 1995.

     Interest  income  decreased  in 1996 over 1995 as a result of a decrease in
average invested cash balances.

     Depreciation and amortization increased $190,000 to $3,793,000 in 1996 from
$3,603,000 in 1995. This increase is principally attributable to depreciation of
capital expenditures made during 1995 and 1996.

     Interest expense decreased  approximately  $76,000 to $214,000 in 1996 from
$290,000 in 1995 as a result of the payoff of the  Partnership's  mortgage  note
payable in September 1996.

     Minority   interest  was  $3,457,000  and  $3,364,000  in  1996  and  1995,
respectively,  representing  an  increase of $93,000,  or 3%. The  increase  was
primarily  due  to  improved  operations  at  the  Partnership's  mini-warehouse
facilities held in joint venture with PSI.


                                       12
<PAGE>

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994:

     The Partnership's net income in 1995 was $2,403,000  compared to $2,336,000
in 1994, representing an increase of $67,000 or 3%. The increase was primarily a
result of improved property  operations combined with increased interest income,
partially offset by increased  environmental costs,  depreciation,  and minority
interest in income for those properties held in a joint venture with PSI.

     Property net operating  income  (rental  income less cost of operations and
management  fees and excluding  depreciation  expense)  increased  approximately
$187,000 in 1995 compared to 1994, as rental income increased by $334,000 or 2%,
and cost of operations (including management fees) increased by $147,000 or 3%.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$12,371,000 in 1995 compared to $11,908,000 in 1994, representing an increase of
$463,000,  or 4%. The increase in rental  income was primarily  attributable  to
increased  rental rates at the  mini-warehouse  facilities.  The monthly average
realized rent per square foot for the mini-warehouse facilities was $.63 in 1995
compared  to  $.60  in  1994.  The  weighted  average  occupancy  levels  at the
mini-warehouse  facilities remained stable at 92% in both 1995 and 1994. Cost of
operations  (including management fees) increased $173,000, or 4%, to $4,443,000
in  1995  from   $4,270,000  in  1994.   Accordingly,   for  the   Partnership's
mini-warehouse operations,  property net operating income increased by $290,000,
or 4%, from $7,638,000 in 1994 to $7,928,000 in 1995.

     Rental income for the Partnership's business park operations was $3,271,000
in 1995 compared to $3,400,000 in 1994,  representing  a decrease of $129,000 or
4%. The decrease in rental income is primarily attributable to a decrease in the
occupancy level at the Culver City,  California business park. During the fourth
quarter  of 1995,  three  major  tenants  vacated  the  facility  following  the
termination of their leases. The Partnership is actively marketing the facility,
and  expects  the  occupancy  level to improve  in 1996.  The  weighted  average
occupancy  levels at the business park  facilities  were 93% in 1995 compared to
96% in 1994. The monthly average  realized rent per square foot for the business
park facilities were $1.34 in 1995 compared to $1.35 in 1994. Cost of operations
(including management fees) decreased $26,000, or 2%, to $1,421,000 in 1995 from
$1,447,000 in 1994. Accordingly, for the Partnership's business park facilities,
property net  operating  income  decreased by $103,000 or 5% from  $1,953,000 in
1994 to $1,850,000 in 1995.

     Substantially  all of the  Partnership's  facilities were acquired prior to
the time that it was customary to conduct extensive environmental investigations
in connection with the property acquisitions. During the fourth quarter of 1995,
an independent environmental consulting firm completed environmental assessments
on the Partnership's  properties to evaluate the environmental condition of, and
potential   environmental   liabilities  of  such   properties.   Based  on  the
assessments,  the Partnership  expensed in 1995 an estimated  $112,000 for known
environmental remediation requirements.  Although there can be no assurance, the
Partnership  is not aware of any unaccrued  environmental  contamination  of its
facilities  which  individually  or in the  aggregate  would be  material to the
Partnership's overall business, financial condition, or results of operations.

     Minority   interest  was  $3,364,000  and  $3,309,000  in  1995  and  1994,
respectively,  representing  an  increase of $55,000,  or 2%. The  increase  was
primarily  due  to  improved  operations  at  the  Partnership's  mini-warehouse
facilities held in joint venture with PSI.

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. The Partnership had cash and cash equivalents totaling
$453,000 at December 31, 1996.

     Cash flow from operating activities ($9,213,000 for the year ended December
31,  1996)  has  been  sufficient  to  meet  all  current   obligations  of  the
Partnership.  Total  capital  improvements  were  $1,039,000,   $1,035,000,  and

                                       13
<PAGE>

$763,000 in 1996, 1995, and 1994,  respectively.  During 1995, the Partnership's
property  manager  commenced a program to enhance the visual  appearance  of the
mini-warehouse  facilities.  Such enhancements include new signs, exterior color
schemes,  and improvements to the rental offices.  In addition to these budgeted
improvements,   the   increase  in  1996  capital   improvements   is  primarily
attributable  to  tenant   improvements  at  the  Partnership's   business  park
facilities.  The  increase  in 1995  versus 1994 is  primarily  attributable  to
$373,000 of capital  improvements at the Culver City,  California  business park
facility.  The expenditures  included tenant  improvements to reconfigure  space
vacated by three major  tenants  during the fourth  quarter of 1995,  structural
refurbishment,  and roof  repairs.  During  1997,  the  Partnership  anticipates
approximately  $1,004,000 of capital improvements (including PSI's joint venture
share of $428,000).

     In September 1996, the Partnership repaid early its remaining mortgage note
payable, utilizing cash reserves.

     The Partnership expects to continue making quarterly  distributions.  Total
distributions  paid to the General Partners and the limited partners  (including
per Unit amounts) for 1996 and prior years were as follows:

                                    Total                        Per Unit
                            --------------------          ------------------
      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.  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 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
         -------------------------------------------
     The  Partnership's  financial  statements  are included  elsewhere  herein.
Reference  is  made  to the  Index  to  Consolidated  Financial  Statements  and
Financial Statement Schedules in Item 14(a).

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
         ----------------------------------------------------
     None

                                       14
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP.
         ---------------------------------------------------
     The Partnership has no directors or executive officers.

     The Partnership's General Partners are PSI and B. Wayne Hughes. PSI, acting
through its  directors and  executive  officers,  and Mr. Hughes manage and make
investment  decisions  for the  Partnership.  The  Partnership's  mini-warehouse
properties are managed by PSI pursuant to a Management Agreement.  Through 1996,
the  Partnership's  commercial  properties  were managed by PSCPG,  now known as
American Office Park Properties,  Inc., pursuant to a Management  Agreement.  In
January  1997,  the  Partnership  transferred  its  business  parks to AOPPLP in
exchange for a 10.4% interest in AOPPLP.

     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
John Reyes                 Senior Vice President and Chief Financial Officer
Hugh W. Horne              Senior Vice President
Obren B. Gerich            Senior Vice President
Marvin M. Lotz             Senior Vice President
David Goldberg             Senior Vice President and General Counsel
A. Timothy Scott           Senior Vice President and Tax Counsel
Sarah Hass                 Vice President and Secretary
Robert J. Abernethy        Director
Dann V. Angeloff           Director
William C. Baker           Director
Uri P. Harkham             Director

     B. Wayne Hughes,  age 63, 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 was an officer and director
of affiliates of PSMI and a director of PSMI until November 1995. Mr. Hughes has
been  Chairman  of the Board and Chief  Executive  Officer  since 1990 of Public
Storage Properties XI, Inc., Public Storage Properties XIV, Inc., Public Storage
Properties  XV, Inc.,  Public  Storage  Properties  XVI,  Inc.,  Public  Storage
Properties XVII, Inc.,  Public Storage  Properties  XVIII,  Inc., Public Storage
Properties XIX, Inc. and Public Storage Properties XX, Inc.  (collectively,  the
"Public Storage  REITs"),  REITs that were organized by affiliates of PSMI. From
1989-90 until the respective  dates of merger,  he was Chairman of the Board and
Chief Executive  Officer of Public Storage  Properties VI, Inc.,  Public Storage
Properties  VII, Inc.,  Public Storage  Properties  VIII,  Inc.,  Public Storage
Properties  IX, Inc.,  Public  Storage  Properties  X, Inc.  and Public  Storage
Properties XII, Inc., PS Business Parks,  Inc.,  Partners Preferred Yield, Inc.,
Partners  Preferred  Yield II,  Inc.,  Partners  Preferred  Yield III,  Inc. and
Storage  Properties,  Inc.  ("SPI")  (collectively,  the "Merged  Public Storage
REITs"),  affiliated REITs that were merged into PSI between  September 1994 and
December  1996. Mr. Hughes has been active in the real estate  investment  field
for over 25 years.

     Harvey Lenkin,  age 60, became  President and a director of PSI in November
1991.  Mr. Lenkin was an officer and director of PSMI and its  affiliates  until
November  1995. He has been President of the Public Storage REITs since 1990. He
was  President  of the  Merged  Public  Storage  REITs  from  1989-90  until the
respective  dates of merger and was also a director  of SPI from 1989 until June
1996.

                                       15
<PAGE>

     John Reyes, age 36, a certified public accountant,  joined PSMI 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.

     Hugh W. Horne,  age 52, has been a Vice President of PSI since 1980 and was
Secretary of PSI from 1980 until  February 1992 and became Senior Vice President
of PSI in November  1995. He was an officer of PSMI from 1973 to November  1995.
Mr. Horne has been a Vice  President of the Public  Storage REITs since 1993. He
was a Vice  president  of SPI from 1989 until June 1996 and of the other  Merged
Public  Storage  REITs from 1993  until the  respective  dates of merger.  He is
responsible for managing all aspects of property acquisition for PSI.

     Obren B.  Gerich,  age 58, a  certified  public  accountant  and  certified
financial planner, has been a Vice President of PSI since 1980 and became Senior
Vice  President of PSI in November 1995. He was Chief  Financial  Officer of PSI
until  November  1991.  Mr.  Gerich was an officer of PSMI from 1975 to November
1995. He has been Vice President and Secretary of the Public Storage REITS since
1990 and was Chief  Financial  Officer until  November 1995. Mr. Gerich was Vice
President and  Secretary of the Merged  Public  Storage REITs from 1989-90 until
the respective dates of merger.

     Marvin M. Lotz, age 54, has had overall responsibility for Public Storage's
mini-warehouse  operations  since 1988. He became a Senior Vice President of PSI
in  November  1995.  Mr.  Lotz was an  officer of PSMI with  responsibility  for
property acquisitions from 1983 until 1988.

     David Goldberg,  age 47, joined PSMI's legal staff in June 1991,  rendering
services  on behalf  of PSI and PSMI.  He  became a Senior  Vice  President  and
General  Counsel of PSI in November 1995 and Vice President and General  Counsel
of the Public Storage REITs in December 1995. From December 1982 until May 1991,
he was a partner  in the law firm of Sachs &  Phelps,  then  counsel  to PSI and
PSMI.

     A. Timothy Scott, age 45, 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
and PSMI. Prior to June 1991, his professional  corporation was a partner in the
law firm of Sachs & Phelps, then counsel to PSI and PSMI.

     Sarah Hass, age 41, became  Secretary of PSI in February 1992. She became a
Vice President of PSI in November  1995.  She joined PSMI's legal  department in
June 1991,  rendering  services  on behalf of PSI and PSMI.  From 1987 until May
1991,  her  professional  corporation  was a partner  in the law firm of Sachs &
Phelps,  then counsel to PSI and PSMI,  and from April 1986 until June 1987, she
was associated  with that firm,  practicing in the area of securities  law. From
September 1979 until  September  1985, Ms. Hass was associated with the law firm
of Rifkind & Sterling, Incorporated.

     Robert J. Abernethy,  age 57, is President of American Standard Development
Company  and of  Self-Storage  Management  Company,  which  develop  and operate
mini-warehouses. Mr. Abernethy has been a director of PSI since its organization
in 1980.  He is a member of the board of directors of Johns  Hopkins  University
and of the Los Angeles County Metropolitan Transportation Authority and a former
member of the board of directors of the Metropolitan  Water District of Southern
California.

     Dann V. Angeloff, age 61, is President of the Angeloff Company, a corporate
financial  advisory firm. 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 Bonded  Motors,  Inc.,  Compensation  Resource  Group,  Datametrics
Corporation,   Nicholas/Applegate   Growth   Equity   Fund,   Nicholas/Applegate
Investment  Trust,  ReadyPac  Produce,  Inc.,  Royce  Medical  Company  and Seda
Specialty Packaging Corp. He was a director of SPI from 1989 until June 1996.

     William C. Baker,  age 63, became a director of PSI in November 1991. Since
April 1996,  Mr.  Baker has been  Chairman  of the Board of Santa  Anita  Realty
Enterprises,  Inc.,  a REIT that owns the Santa Anita  Racetrack  and other real
estate  assets.  In  August  1996,  he  became  Chairman  of the Board and Chief
  
                                       16
<PAGE>

Executive  Officer of Santa Anita  Operating  Company,  which operates the Santa
Anita Racetrack through its subsidiary the Los Angeles Turf Club,  Incorporated.
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. Since January 1992, he has been Chairman and Chief
Executive Officer of Carolina Restaurant Enterprises,  Inc., a franchisee of Red
Robin International,  Inc. 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.

     Uri P. Harkham, age 48, 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  and
Australia.

     Pursuant to Articles 16 and 17 of the Partnership's Amended Certificate and
Agreement of Limited Partnership (the "Partnership Agreement"),  a copy of which
is  included  in the  Partnership's  prospectus  included  in the  Partnership's
Registration Statement, File No. 2-95773, each of the General Partners continues
to serve until (i) death, insanity, insolvency,  bankruptcy or dissolution, (ii)
withdrawal  with the consent of the other general partner and a majority vote of
the  limited  partners,  or (iii)  removal  by a  majority  vote of the  limited
partners.

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

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

ITEM 11. EXECUTIVE COMPENSATION.
         ----------------------
     The Partnership has no subsidiaries, directors or officers. See Item 13 for
a description of certain  transactions  between the  Partnership and the General
Partners and their affiliates.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
         --------------------------------------------------------------
     (a)  At February 19, 1997, PSI beneficially owned more than 5% or more of 
          the Units of the Partnership:

  Title                                              Amount of          Percent
   of                Name and Address of             Beneficial            of
  Class               Beneficial Owner               Ownership           Class
--------------    ------------------------------    ---------------     -------

Units of          Public Storage, Inc.
Limited           701 Western Avenue
Partnership       Glendale, CA 91201-2394  (1)      75,525 Units (1)     51.03%
Interest

----------
(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.


                                       17
<PAGE>

        (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 AOPPLP 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, 1996,  PSI has the right to require
the Partnership to sell all of the joint venture properties on these terms.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
         ----------------------------------------------
     The  Partnership  Agreement  provides  that the General  Partners and their
affiliates are entitled to the following compensation:

     1.  Incentive distributions equal to 10% of Cash Flow from Operations.
     2.  Provided the limited partners have received distributions equal to 100%
         of their  investment plus a cumulative 8% per year (not  compounded) on
         their investment  (reduced by  distributions  other than from Cash Flow
         from Operations),  subordinated incentive distributions equal to 15% of
         remaining Cash from Sales or Refinancings.
     3.  Provided the limited partners have received distributions equal to 100%
         of their  capital  contributions  plus a  cumulative  6% per year  (not
         compounded) on their investment  (reduced by  distributions  other than
         distributions from Cash Flow from Operations), brokerage commissions at
         the  lesser  of 3% of  the  sales  price  of a  property  or  50%  of a
         competitive commission.

     During 1996,  approximately  $399,000 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 AOPPLP in  January  1997);  32 of such
properties are held in a general  partnership  comprised of the  Partnership and
PSI.

     The Partnership  has a Management  Agreement with PSI pursuant to which the
Partnership  pays PSI a fee of 6% of the gross  revenues  of the  mini-warehouse
spaces operated for the  Partnership.  During 1996, the Partnership paid fees of
$767,000 to PSI pursuant to the Management Agreement.

     Through 1996, the Partnership's commercial properties were managed by PSCPG
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. During 1996, the Partnership paid $153,000 to PSCPG pursuant to
the Management Agreement. PSI has a 95% economic interest (represented by voting
preferred  stock) in PSCPG and the  Hughes  Family  had a 5%  economic  interest
(represented  by voting common  stock) in PSCPG until  December  1996,  when the
Hughes Family sold its interest to Ronald L. Havner,  Jr.,  formerly Senior Vice
President  and Chief  Financial  Officer of PSI, who became the Chief  Executive
Officer of PSCPG.  PSCPG  issued  additional  voting  common  stock to two other
unaffiliated  investors.  In January  1997,  the  Partnership  and PSI and other
related  partnerships  transferred  a total of 35 business  parks to AOPPLP,  an
operating  partnership formed to own and operate business parks in which PSI has
  
                                     18
<PAGE>

an approximate 85% economic interest.  Included among the properties transferred
was the Partnership's transfer of its business parks to AOPPLP in exchange for a
10.4% interest in AOPPLP.  The general partner of AOPPLP is PSCPG,  now known as
American Office Park Properties, Inc.

                                   19

<PAGE>
                                     PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
         ----------------------------------------------------------------
        (a)  List of Documents filed as part of the Report.
             1.  Financial  Statements:  See  Index  to  Consolidated  Financial
                 Statements  and  Financial  Statement Schedules.
             2.  Financial  Statement  Schedules:   See  Index  to  Consolidated
                 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.

                                       20
<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.

27   Financial data schedule. Filed herewith.


                                       21
<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 26, 1997          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 26, 1997
--------------------------------------     Executive Officer of Public Storage, Inc. and
B. Wayne Hughes                            General Partner (principal executive officer)
                                           


/s/ Harvey Lenkin                          President and Director                               March 26, 1997
--------------------------------------     of Public Storage, Inc.
Harvey Lenkin                              



/s/ John Reyes                             Senior Vice President and Chief Financial Officer    March 26, 1997
--------------------------------------     of Public Storage, Inc. (principal financial
John Reyes                                 officer and principal accounting officer)
                                           



/s/ Robert J. Abernethy                    Director of Public Storage, Inc.                     March 26, 1997
--------------------------------------    
Robert J. Abernethy



/s/ Dann V. Angeloff                       Director of Public Storage, Inc.                     March 26, 1997
---------------------------------------   
Dann V. Angeloff



/s/ William C. Baker                       Director of Public Storage, Inc.                     March 26, 1997
---------------------------------------   
William C. Baker


/s/ Uri P. Harkham                         Director of Public Storage, Inc.                     March 26, 1997
---------------------------------------   
Uri P. Harkham
</TABLE>


                                       22
<PAGE>
                               PS PARTNERS V, LTD.
                        a California Limited Partnership

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                        AND FINANCIAL STATEMENT SCHEDULES

                                  (Item 14 (a))

                                                                     Page
                                                                  References
                                                                  ----------


Report of Independent Auditors                                        F-1

Consolidated Financial Statements and Schedules:

Consolidated Balance Sheets as of December 31, 1996
   and 1995                                                           F-2

For the years ended December 31, 1996, 1995 and 1994:
                                                                      F-3
   Consolidated Statements of Income

   Consolidated Statements of Partners' Equity                        F-4

   Consolidated Statements of Cash Flows                              F-5

   Notes to Consolidated Financial Statements                        F-6 - F-9

Schedule

   III - Real Estate and Accumulated Depreciation                  F-10 - F-13

     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  consolidated
financial statements or the notes thereto.


                                       23
<PAGE>
                                     F-1



                         Report of Independent Auditors



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



We have  audited the  consolidated  balance  sheets of PS  Partners  V, Ltd.,  a
California Limited  Partnership as of December 31, 1996 and 1995 and the related
consolidated statements of income,  partners' equity, and cash flows for each of
the three years in the period ended  December 31, 1996. 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  generally   accepted  auditing
standards.  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 consolidated  financial statements referred to above present
fairly,  in all material  respects,  the consolidated  financial  position of PS
Partners V, Ltd., a  California  Limited  Partnership,  at December 31, 1996 and
1995, and the consolidated results of its operations and its cash flows for each
of the three years in the period ended  December 31, 1996,  in  conformity  with
generally  accepted  accounting  principles.  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 18, 1997
Los Angeles, California
                                      F-1
<PAGE>
<TABLE>
<CAPTION>

                              PS PARTNERS V, LTD.,
                        a California Limited Partnership
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 1996 and 1995

                                                                                         1996               1995
                                                                                   -------------------------------------

                                                        ASSETS


<S>                                                                                        <C>             <C>        
Cash and cash equivalents                                                                  $ 453,000       $ 2,059,000

Rent and other receivables                                                                   160,000            77,000

Real estate facilities, at cost:
          Land                                                                            25,610,000        25,610,000
          Buildings and equipment                                                         80,098,000        79,059,000
                                                                                   -------------------------------------
                                                                                         105,708,000       104,669,000

          Less accumulated depreciation                                                  (36,248,000)      (32,455,000)
                                                                                   -------------------------------------
                                                                                          69,460,000        72,214,000

Other assets                                                                                 283,000           175,000
                                                                                   -------------------------------------

                                                                                        $ 70,356,000      $ 74,525,000
                                                                                   =====================================


                                           LIABILITIES AND PARTNERS' EQUITY


Accounts payable                                                                           $ 806,000         $ 832,000

Advance payments from renters                                                                413,000           420,000

Mortgage note payable                                                                              -         2,935,000

Minority interest in general partnerships                                                 31,057,000        30,459,000

Partners' equity:
          Limited partners' equity, $500 per unit, 148,000
                    units authorized, issued and outstanding                              37,603,000        39,384,000
          General partners' equity                                                           477,000           495,000
                                                                                   -------------------------------------

                    Total partners' equity                                                38,080,000        39,879,000
                                                                                   -------------------------------------

                                                                                        $ 70,356,000      $ 74,525,000
                                                                                   =====================================
</TABLE>

                           See accompanying footnotes.
                                       F-2
<PAGE>
<TABLE>
<CAPTION>

                              PS PARTNERS V, LTD.,
                        a California Limited Partnership
                      CONSOLIDATED STATEMENTS OF INCOME For
                the years ended December 31, 1996, 1995, and 1994



                                                                           1996              1995               1994
                                                                --------------------------------------------------------

REVENUE:
<S>                                                                  <C>                <C>               <C>         
Rental income                                                        $ 15,842,000       $ 15,642,000      $ 15,308,000
Interest income                                                            96,000            128,000            41,000
                                                                --------------------------------------------------------
                                                                       15,938,000         15,770,000        15,349,000
                                                                --------------------------------------------------------

COSTS AND EXPENSES:

Cost of operations                                                      5,233,000          4,959,000         4,832,000
Management fees                                                           920,000            905,000           885,000
Depreciation and amortization                                           3,793,000          3,603,000         3,537,000
Interest expense                                                          214,000            290,000           294,000
Administrative                                                            134,000            134,000           156,000
Environmental costs                                                             -            112,000                 -
                                                                --------------------------------------------------------
                                                                       10,294,000         10,003,000         9,704,000
                                                                --------------------------------------------------------

Income before minority interest                                         5,644,000          5,767,000         5,645,000

Minority interest in income                                            (3,457,000)        (3,364,000)       (3,309,000)
                                                                --------------------------------------------------------

NET INCOME                                                            $ 2,187,000        $ 2,403,000       $ 2,336,000
                                                                ========================================================

Limited partners' share of net income
          ($11.97, $12.74, and $12.96 per unit in
          1996, 1994, and 1994, respectively)                         $ 1,771,000        $ 1,885,000       $ 1,918,000
General partners' share of net income                                     416,000            518,000           418,000
                                                                ========================================================
                                                                      $ 2,187,000        $ 2,403,000       $ 2,336,000
                                                                ========================================================
</TABLE>
                           See accompanying footnotes.

                                       F-3

<PAGE>
<TABLE>
<CAPTION>

                              PS PARTNERS V, LTD.,
                        a California Limited Partnership
                      CONSOLIDATED STATEMENTS OF PARTNERS'
          EQUITY For the years ended December 31, 1996, 1995, and 1994




                                                                       Limited            General
                                                                       Partners          Partners            Total
                                                                --------------------------------------------------------
<S>                                                                  <C>                   <C>            <C>         
Balances at December 31, 1993                                        $ 43,576,000          $ 537,000      $ 44,113,000

Net income                                                              1,918,000            418,000         2,336,000

Distributions                                                          (3,552,000)          (435,000)       (3,987,000)
                                                                --------------------------------------------------------

Balances at December 31, 1994                                          41,942,000            520,000        42,462,000

Net income                                                              1,885,000            518,000         2,403,000

Distributions                                                          (4,443,000)          (543,000)       (4,986,000)
                                                                --------------------------------------------------------

Balances at December 31, 1995                                          39,384,000            495,000        39,879,000

Net income                                                              1,771,000            416,000         2,187,000

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

Balances at December 31, 1996                                        $ 37,603,000          $ 477,000      $ 38,080,000
                                                                ========================================================
</TABLE>
                           See accompanying footnotes.

                                       F-4

<PAGE>
<TABLE>
<CAPTION>
                              PS PARTNERS V, LTD.,
                        a California Limited Partnership
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the years ended December 31, 1996, 1995, and 1994



                                                                           1996              1995               1994
                                                                  --------------------------------------------------------
Cash flows from operating activities:
<S>                                                                   <C>                <C>               <C>        
          Net income                                                  $ 2,187,000        $ 2,403,000       $ 2,336,000

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

              Depreciation and amortization                             3,793,000          3,603,000         3,537,000
             (Increase) decrease in rent and other receivables            (83,000)            (4,000)           16,000
              Increase in other assets                                   (108,000)            (6,000)           (9,000)
             (Decrease) increase in accounts payable                      (26,000)           170,000          (117,000)
              Decrease in advance payments from renters                    (7,000)           (42,000)          (70,000)
              Minority interest in income                               3,457,000          3,364,000         3,309,000
                                                                --------------------------------------------------------

                        Total adjustments                               7,026,000          7,085,000         6,666,000
                                                                --------------------------------------------------------

                        Net cash provided by operating activities       9,213,000          9,488,000         9,002,000

                                                                --------------------------------------------------------

Cash flows from investing activities:

              Additions to real estate facilities                      (1,039,000)        (1,035,000)         (763,000)
                                                                --------------------------------------------------------

                        Net cash used in investing  activities         (1,039,000)        (1,035,000)         (763,000)

                                                                --------------------------------------------------------

Cash flows from financing activities:

              Principal payments on mortgage note payable              (2,935,000)           (41,000)          (38,000)
              Distributions to holder of minority interest             (2,859,000)        (3,161,000)       (3,077,000)
              Distributions to partners                                (3,986,000)        (4,986,000)       (3,987,000)
                                                                --------------------------------------------------------

                    Net cash used in financing activities              (9,780,000)        (8,188,000)       (7,102,000)

                                                                --------------------------------------------------------

Net (decrease) increase in cash and cash equivalents                   (1,606,000)           265,000         1,137,000

Cash and cash equivalents at the beginning of the year                  2,059,000          1,794,000           657,000
                                                                --------------------------------------------------------

Cash and cash equivalents at the end of the year                        $ 453,000        $ 2,059,000       $ 1,794,000
                                                                ========================================================
</TABLE>


                           See accompanying footnotes.

                                       F-5
<PAGE>
                              PS PARTNERS V, Ltd.,
                        a California Limited Partnership
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1996


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 Partnership's mini-warehouse
          properties.

               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,  which
          exclude 2 properties  transferred to American Office Park  Properties,
          L.P. ("AOPPLP") in January 1997 (see Note 7). 32 of the properties are
          owned jointly through 22 general  partnerships  (the "Joint Ventures")
          with PSI. For tax  administrative  efficiency  the Joint Ventures were
          subsequently  consolidated  into a  single  general  partnership.  The
          Partnership  is the managing  general  partner of the Joint  Ventures,
          with  ownership  interests in the Joint  Ventures  ranging from 50% to
          70.6%.

          Basis of Presentation
          ---------------------
               The consolidated financial statements include the accounts of the
          Partnership  and the Joint Ventures.  PSI's ownership  interest in the
          Joint Ventures is shown as minority  interest in general  partnerships
          in the  accompanying  consolidated  balance  sheets.  All  significant
          intercompany balances and transactions have been eliminated.

               Minority  interest in income represents PSI's share of net income
          with respect to the Joint Ventures. Under the terms of the partnership
          agreements  all  depreciation  and  amortization  with respect to each
          Joint Venture 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.  No amounts have been allocated to PSI
          with respect to the above provision.

               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.

                                      F-6
<PAGE>


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

         Basis of Presentation (continued)
         ---------------------------------
               In addition to the above provisions,  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 sales  proceeds  solely in cash.  PSI's
          right to require  the  Partnership  to sell all of the  jointly  owned
          properties became exercisable during 1993.

         Real Estate Facilities
         ----------------------
               The  Partnership  depreciates  the  buildings  and equipment on a
          straight-line  method over  estimated  useful lives of 25 and 5 years,
          respectively. Leasing commissions relating to business park properties
          are expensed when incurred.

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

         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 3) 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  Partnership's  facilities were acquired
          prior  to  the  time  that  it  was  customary  to  conduct  extensive
          environmental   investigations   in   connection   with  the  property
          acquisitions.  During  the  fourth  quarter  of 1995,  an  independent
          environmental  consulting firm completed environmental  assessments on
          the Partnership's  properties to evaluate the environmental  condition
          of, and potential environmental liabilities of such properties.  Based
          on the assessments,  the Partnership believes that it is probable that
          it  will  incur  costs  totaling  $112,000  for  known   environmental
          remediation  requirements  which  the  Partnership  expensed  in 1995.
          During  1996 and  1995,  the  Partnership  paid  $1,000  and  $36,000,
          respectively,  in  connection  with  the  environmental  remediations.
          Although  there can be no assurance,  the  Partnership is not aware of
          any unaccrued  environmental  contamination  of its  facilities  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)
         ------------------------------------------------------------------

         Use of Estimates
         ----------------
               The  preparation of the financial  statements in conformity  with
          generally accepted  accounting  principles 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 $24.00, $30.02 and $24.00 for 1996, 1995, and 1994, 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.

2.       Mortgage Note Payable
         ---------------------
               Mortgage note payable at December 31, 1995  consisted of a single
          note which was  secured by a business  park  facility  with a net book
          value of $16,056,000 at December 31, 1995. The balance was paid off in
          September 1996.

               Interest paid during 1996, 1995, and 1994 was $214,000,  $290,000
          and $294,000, respectively.

3.       General Partners' Equity
         ------------------------
               The General  Partners have a 1% interest in the  Partnership.  In
          addition,   the  General   Partners   have  a  10%  interest  in  cash
          distributions  attributable to operations,  exclusive of distributions
          attributable to sales and refinancing proceeds.

               Proceeds from sales and refinancings will be distributed entirely
          to the limited  partners  until the  limited  partners  recover  their
          investment  plus a  cumulative  8%  annual  return  (not  compounded);
          thereafter,  the General  Partners  have a 15%  interest in  remaining
          proceeds.

4.       Related Party Transactions
         --------------------------
               The Partnership  has a management  agreement with PSI pursuant to
          which PSI operates the Partnership's  mini-warehouses  for a fee equal
          to 6% of the facilities'  monthly gross revenue (as defined).  Through
          1996, the Partnership's  commercial properties were operated by Public
          Storage  Commercial  Properties  Group, Inc.  ("PSCPG")  pursuant to a
          management  agreement  which  provides  for a fee  equal  to 5% of the
          facilities' monthly gross revenue (as defined).

               PSI has a 95%  economic  interest in PSCPG and the Hughes  Family
          had a 5%  economic  interest in PSCPG until  December  1996,  when the
          Hughes  Family sold its  interest to Ronald L. Havner,  Jr.,  formerly
          Senior Vice President and Chief  Financial  Officer of PSI, who became
          the Chief  Executive  Officer of PSCPG.  PSCPG,  now known as American
          Office Park Properties, Inc., issued additional voting common stock to
          two other unaffiliated investors. See Note 7.

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


                                      F-8
<PAGE>

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

               Taxable net income was $1,831,000,  $1,813,000 and $1,807,000 for
          the years ended December 31, 1996,  1995 and 1994,  respectively.  The
          difference between taxable income and book income is primarily related
          to timing differences in depreciation expense.

7.       Subsequent Event
         ----------------
               In  January  1997,  the  Partnership  and PSI and  other  related
          partnerships  transferred a total of 35 business  parks to AOPPLP,  an
          operating  partnership  formed to own and  operate  business  parks in
          which PSI has an approximate 85% economic interest. Included among the
          properties  transferred was the Partnership's transfer of its business
          parks to  AOPPLP in  exchange  for a 10.4%  interest  in  AOPPLP.  The
          general partner of AOPPLP is PSCPG,  now known as American Office Park
          Properties, Inc.



                                      F-9
<PAGE>
<TABLE>
<CAPTION>
                               PS PARTNERS V, LTD
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION


                                                                                          
                                                                                             Costs
                                                              Initial Cost                 subsequent       
                                                   ------------------------------------  to acquisition                      
 Date                                                                    Building &        Building &       
Acquired      Description           Encumbrances          Land          Improvement       Improvements      
------------------------------------------------------------------------------------------------------------

Mini-warehouses
<S>                                          <C>       <C>              <C>                <C>              
10/85  San Antonio/ Wetmore Rd.               -        $ 306,000        $ 1,079,000        $ 372,000        

10/85  San Antonio/ Callaghan                 -          288,000          1,016,000          317,000        

10/85  San Antonio/ Zarzamora                 -          364,000          1,281,000          373,000        

10/85  San Antonio/ Hackberry                 -          388,000          1,367,000          350,000        

10/85  San Antonio/Fredericksburg             -          287,000          1,009,000          326,000        
       
10/85  Dallas/ S. Westmoreland                -          474,000          1,670,000          142,000        

10/85  Dallas/ Alvin St.                      -          359,000          1,266,000          118,000        

10/85  Fort Worth/ W. Beach St.               -          356,000          1,252,000          113,000        

10/85  Fort Worth/ E. Seminary                -          382,000          1,346,000          129,000        

10/85  Fort Worth/ Cockrell St.               -          323,000          1,136,000          119,000        

11/85  Everett/ Evergreen                     -          706,000          2,294,000          386,000        

11/85  Seattle/ Empire Way                    -        1,652,000          5,348,000          531,000        
</TABLE>

<TABLE>
<CAPTION>
                               PS PARTNERS V, LTD
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION


                                   
                                                          Gross Carrying Amount
                                                          At December 31, 1996
                                    ------------------------------------------------------------------
 Date                                                  Building &                        Accumulated
Acquired      Description                Land         Improvements          Total       Depreciation
------------------------------------------------------------------------------------------------------

Mini-warehouses
<S>                                     <C>            <C>             <C>                 <C>      
10/85  San Antonio/ Wetmore Rd.         $ 306,000      $ 1,451,000     $ 1,757,000         $ 610,000

10/85  San Antonio/ Callaghan             288,000        1,333,000       1,621,000           560,000

10/85  San Antonio/ Zarzamora             364,000        1,654,000       2,018,000           690,000

10/85  San Antonio/ Hackberry             388,000        1,717,000       2,105,000           722,000

10/85  San Antonio/ Fredericksburg        287,000        1,335,000       1,622,000           560,000
       
10/85  Dallas/ S. Westmoreland            474,000        1,812,000       2,286,000           814,000

10/85  Dallas/ Alvin St.                  359,000        1,384,000       1,743,000           618,000

10/85  Fort Worth/ W. Beach St.           356,000        1,365,000       1,721,000           615,000

10/85  Fort Worth/ E. Seminary            382,000        1,475,000       1,857,000           659,000

10/85  Fort Worth/ Cockrell St.           323,000        1,255,000       1,578,000           564,000

11/85  Everett/ Evergreen                 706,000        2,680,000       3,386,000         1,228,000

11/85  Seattle/ Empire Way              1,652,000        5,879,000       7,531,000         2,640,000

</TABLE>
                                      F-10
<PAGE>

<TABLE>
<CAPTION>
                               PS PARTNERS V, LTD
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION


                                                                                         
                                                                                             Costs
                                                              Initial Cost                 subsequent     
                                                   ------------------------------------   to acquisition   
 Date                                                                    Building &        Building &     
Acquired      Description           Encumbrances          Land          Improvement       Improvements    
----------------------------------------------------------------------------------------------------------

Mini-warehouses
<S>                                          <C>       <C>              <C>                <C>            
12/85  Amherst/ Niagra Falls                  -        $ 132,000          $ 701,000        $ 198,000      

12/85  West Sams Blvd.                        -          164,000          1,159,000         (321,000)     

3/86   Jacksonville/ Wiley                    -          140,000            510,000          188,000      

12/85  MacArthur Rd.                          -          204,000          1,628,000          128,000      

2/86   Costa Mesa/ Pomona                     -        1,405,000          1,520,000          305,000      

12/85  Brockton/ Main                         -          153,000          2,020,000         (269,000)     

1/86   Mapleshade/ Rudderow                   -          362,000          1,811,000          210,000      

1/86   Bordentown/ Groveville                 -          196,000            981,000          121,000      

12/85  Eatontown/ Hwy 35                      -          308,000          4,067,000          363,000      

2/86   Brea/ Imperial Hwy                     -        1,069,000          2,165,000          309,000      

12/85  Denver/ Leetsdale                      -          603,000            847,000          177,000      

2/86   Skokie/ McCormick                      -          638,000          1,912,000          204,000      

1/86   Sun Valley/ Sheldon                    -          544,000          1,836,000          275,000      

3/86   St. Louis/ Forder                      -          517,000          1,133,000          200,000      

1/86   Las Vegas/ Highland                    -          432,000            848,000          200,000      

5/86   Westlake Village                       -        1,205,000            995,000          191,000      
</TABLE>
<TABLE>
<CAPTION>
                               PS PARTNERS V, LTD
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION


                                    
                                                            Gross Carrying Amount
                                                            At December 31, 1996
                                      ------------------------------------------------------------------
 Date                                                    Building &                        Accumulated
Acquired      Description                  Land         Improvements          Total       Depreciation
--------------------------------------------------------------------------------------------------------

Mini-warehouses
<S>                                       <C>            <C>             <C>                 <C>      
12/85  Amherst/ Niagra Falls              $ 132,000        $ 899,000     $ 1,031,000         $ 413,000

12/85  West Sams Blvd.                      164,000          838,000       1,002,000           381,000

3/86   Jacksonville/ Wiley                  140,000          698,000         838,000           299,000

12/85  MacArthur Rd.                        204,000        1,756,000       1,960,000           778,000

2/86   Costa Mesa/ Pomona                 1,405,000        1,825,000       3,230,000           794,000

12/85  Brockton/ Main                       153,000        1,751,000       1,904,000           793,000

1/86   Mapleshade/ Rudderow                 362,000        2,021,000       2,383,000           879,000

1/86   Bordentown/ Groveville               196,000        1,102,000       1,298,000           478,000

12/85  Eatontown/ Hwy 35                    308,000        4,430,000       4,738,000         1,952,000

2/86   Brea/ Imperial Hwy                 1,069,000        2,474,000       3,543,000         1,103,000

12/85  Denver/ Leetsdale                    603,000        1,024,000       1,627,000           455,000

2/86   Skokie/ McCormick                    638,000        2,116,000       2,754,000           905,000

1/86   Sun Valley/ Sheldon                  544,000        2,111,000       2,655,000           906,000

3/86   St. Louis/ Forder                    517,000        1,333,000       1,850,000           573,000

1/86   Las Vegas/ Highland                  432,000        1,048,000       1,480,000           449,000

5/86   Westlake Village                   1,205,000        1,186,000       2,391,000           498,000
</TABLE>
                                      F-11
<PAGE>
<TABLE>
<CAPTION>
                               PS PARTNERS V, LTD
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION


                                                                                        
                                                                                             Costs
                                                              Initial Cost                subsequent     
                                                   ------------------------------------  to acquisition   
 Date                                                                    Building &        Building &     
Acquired      Description           Encumbrances          Land          Improvement       Improvements    
----------------------------------------------------------------------------------------------------------

Mini-warehouses
<S>                                          <C>       <C>              <C>                <C>            
2/86   Colorado Springs/ Sinton               -        $ 535,000        $ 1,115,000        $ 158,000      

2/86   Oklahoma City/ Penn                    -          146,000            829,000          127,000      

2/86   Oklahoma City/ 39th                    -          238,000            812,000          220,000      
       Expressway

4/86   Reno/ Telegraph                        -          649,000          1,051,000          363,000      

7/86   Colorado Springs/ Hollow               -          574,000            726,000          209,000      
       Tree


Business
parks

2/86   San Diego/ Knoll Mission               -        1,967,000          6,783,000        2,359,000      

3/86   Fox Hills/ Culver City                 -        7,544,000         11,656,000        3,738,000      

                                  ------------------------------------------------------------------------
       TOTAL                                  -     $ 25,610,000       $ 67,169,000     $ 12,929,000      
                                  ========================================================================
</TABLE>
<TABLE>
<CAPTION>
                               PS PARTNERS V, LTD
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION


                                   
                                                           Gross Carrying Amount
                                                           At December 31, 1996
                                     ------------------------------------------------------------------
 Date                                                   Building &                        Accumulated
Acquired      Description                 Land         Improvements          Total       Depreciation
-------------------------------------------------------------------------------------------------------

Mini-warehouses
<S>                                      <C>            <C>             <C>                 <C>      
2/86   Colorado Springs/ Sinton          $ 535,000      $ 1,273,000     $ 1,808,000         $ 540,000

2/86   Oklahoma City/ Penn                 146,000          956,000       1,102,000           408,000

2/86   Oklahoma City/ 39th                 238,000        1,032,000       1,270,000           419,000
       Expressway

4/86   Reno/ Telegraph                     649,000        1,414,000       2,063,000           612,000

7/86   Colorado Springs/ Hollow            574,000          935,000       1,509,000           382,000
       Tree


Business
parks

2/86   San Diego/ Knoll Mission          1,967,000        9,142,000      11,109,000         4,500,000

3/86   Fox Hills/ Culver City            7,544,000       15,394,000      22,938,000         7,451,000

                                  ---------------------------------------------------------------------
       TOTAL                          $ 25,610,000     $ 80,098,000   $ 105,708,000      $ 36,248,000
                                  =====================================================================
</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
<TABLE>
<CAPTION>


                                                                                   Years Ended December 31,
                                                                      ----------------------------------------------------
                                                                            1996             1995              1994
                                                                      ----------------------------------------------------


<S>                                                                     <C>              <C>               <C>          
Balance at beginning of the period                                      $ 104,669,000    $ 103,634,000     $ 102,871,000

Additions during the period:

  Improvements, etc.                                                        1,039,000        1,035,000           763,000

Deductions during the period:                                                       -                -                 -
                                                                      ----------------------------------------------------

Balance at the close of the period                                      $ 105,708,000    $ 104,669,000     $ 103,634,000
                                                                      ====================================================



                     ACCUMULATED DEPRECIATION RECONCILIATION


                                                                                   Years Ended December 31,
                                                                      ----------------------------------------------------
                                                                            1996             1995              1994
                                                                      ----------------------------------------------------


Balance at beginning of the period                                       $ 32,455,000     $ 28,852,000      $ 25,315,000

Additions during the period:

  Depreciation                                                              3,793,000        3,603,000         3,537,000

Deductions during the period:                                                       -                -                 -
                                                                      ----------------------------------------------------

Balance at the close of the period                                       $ 36,248,000     $ 32,455,000      $ 28,852,000
                                                                      ====================================================
</TABLE>


(B) The  aggregate  cost for real  estate  for  Federal  income  tax  purpose is
    $104,993,000 at December 31, 1996.


                                      F-13