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, 1997
                          -----------------

                                       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 or information  statements
incorporated  by reference in Part III of this Form 10-K or any amendment to the
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 PS Business Parks, L.P.
("PSBPLP"),  formerly  known  as  American  Office  Park  Properties,  L.P.,  an
operating  partnership formed to own and operate business parks in which PSI has
a significant  interest.  Included  among the  properties  transferred  were the
Partnership's  business parks in exchange for a partnership  interest in PSBPLP.
Until March 17, 1998,  the general  partner of PSBPLP was  American  Office Park
Properties,  Inc., an affiliate of PSI. On March 17, 1998,  American Office Park
Properties,  Inc. was merged into Public  Storage  Properties  XI,  Inc.,  which
changed its name to PS Business Parks, Inc. ("PSBP").  PSBP is a REIT affiliated
with PSI, and is publicly traded on the American Stock Exchange.  As a result of
the merger,  PSBP became the general  partner of PSBPLP (which  changed its name
from American Office Park Properties, L.P. to PS Business Parks, L.P.). See Item
13.

     PSI's  current  relationship  with the  Partnership  includes (i) the joint
ownership  of  32  of  the  Partnership's  33  properties  (which  excludes  the
properties  transferred  to PSBPLP in January  1997),  (ii) PSI is a  co-general
partner  along with  Hughes,  who is chairman  of the board and chief  executive
officer of PSI, (iii) as of December 31, 1997, PSI owned approximately 60.79% of
the Partnership's  limited partnership units and (iv) PSI is the operator of the
Partnership's mini-warehouse facilities.


                                       2
<PAGE>

Investments in Facilities
-------------------------
     The Partnership  owns interests in 33 properties  (excluding the properties
transferred  to PSBPLP in January  1997);  32 of such  properties  are held in a
general  partnership  comprised  of the  Partnership  and PSI.  The  Partnership
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.

     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 PSBPLP in January 1997 in exchange for a partnership  interest in
PSBPLP.

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.


                                       3
<PAGE>

     The  Partnership  will  terminate  on December  31,  2038 unless  dissolved
earlier.  Under the terms of the general partnership agreement with PSI, PSI has
the right to require the Partnership to sell all of the 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  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
                                       4
<PAGE>

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.

     In August 1997,  PSI completed a cash tender offer,  which had commenced in
June 1997,  pursuant to which PSI acquired a total of 13,847 limited partnership
units at $355 per unit.

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, 1997, the telephone  reservation  system was supporting rental
     activity at all of the Partnership's properties.  PSI's toll-free telephone
     referral  system  services  approximately  160,000  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 weighted  average  occupancy  levels at the
     mini-warehouse  facilities  increased  from 92% in 1996 to 93% in 1997. The
     monthly   average   realized   rent  per  occupied   square  foot  for  the
     mini-warehouse  facilities  was $.69 in 1997 compared to $.65 in 1996.  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  150
     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-warehouses  in  the  Public  Storage  system.  These  on-site
     personnel are supervised by 110 district managers, 15 regional managers and
     3  divisional  managers  (with an  average  of 13 years  experience  in the

                                      5
<PAGE>

     mini-warehouse  industry) who report to the president of the mini-warehouse
     property  operator (who has 14 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
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 PS Business Parks, Inc., pursuant to a Management Agreement.
In January 1997, the Partnership transferred its commercial properties to PSBPLP
in exchange for a partnership interest.

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  are

                                       6
<PAGE>

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

Employees
---------
     There are 111  persons who render  services  on behalf of the  Partnership.
These persons include resident managers,  assistant  managers,  relief managers,
area managers,  and  administrative  personnel.  Some of these  employees may be
employed  on a  part-time  basis  and may also be  employed  by  other  persons,
partnerships,  REITs,  or other entities  owning  facilities  operated by PSI or
PSBPLP.

Impact of Year 2000
-------------------
     PSI has  completed  an initial  assessment  of its  computer  systems.  The
majority of the computer  programs were  installed or upgraded over the past few
years and are Year 2000 compliant.  Some of the older computer programs utilized
by PSI were written without regard for Year 2000 issues and could cause a system
failure or miscalculations with possible disruption of operations. Each of these
computer  programs and systems has been  evaluated to be upgraded or replaced as
part of PSI's Year 2000 project.

     The cost of the Year 2000 project  will be  allocated to all entities  that
use the PSI  computer  systems.  The  cost of the  Year  2000  project  which is
expected to be allocated to the Partnership is approximately  $99,000.  The cost
of new software  will be  capitalized  and the cost of  maintenance  to existing
systems will be expensed as incurred.

     The project is expected to be completed by March 31, 1999 which is prior to
any   anticipated   impact  on  operating   systems.   PSI  believes  that  with
modifications to existing software and, in some instances, the conversion to new
software,  the Year 2000 issue will not pose significant  operational  problems.
However,  if such  modifications are not made, or are not completed timely,  the
Year  2000  issue  could  have  a  material  impact  on  the  operations  of the
Partnership.

     The  costs  of the  project  and the  date on which  PSI  believes  it will
complete the Year 2000  modifications  are based on management's best estimates,
which were derived utilizing numerous assumptions of future events. There can be
no guarantee  that these  estimates  will be achieved and actual  results  could
differ materially from those anticipated.


ITEM 2.   PROPERTIES.
          -----------
     The following  table sets forth  information  as of December 31, 1997 about
properties  owned  by the  Partnership.  All but one 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
</TABLE>
                                       7
<PAGE>
<TABLE>
<CAPTION>

                                                   Net             Number
                                                Rentable             of                 Date of            Ownership
Location                                       Square Feet         Spaces             Acquisition          Percentage
-------------------------------------       ------------------   ------------       ---------------       -------------
<S>                                                  <C>              <C>                <C>                  <C>
Costa Mesa                                           44,700           495                02/21/86             50.0%
   Pomona Ave.
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.
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.

                                       8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                   Net             Number
                                                Rentable             of                 Date of            Ownership
Location                                       Square Feet         Spaces             Acquisition          Percentage
-------------------------------------       ------------------   ------------       ---------------       -------------
<S>                                                  <C>              <C>                <C>                  <C>
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.
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>

     The weighted average occupancy level for the mini-warehouse  facilities was
93% in 1997  compared to 92% in 1996.  The  monthly  average  realized  rent per
square foot for the mini-warehouse  facilities was $.69 in 1997 compared to $.65
in 1996.

     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  believes  that it is
probable that it will incur costs totaling  $110,000 after December 31, 1997 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 1997.

                                       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, 1997, there were approximately 2,709 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 Years Ended December 31,
                                                -------------------------------------------------------------------
                                                1997           1996            1995            1994           1993
                                                -------------------------------------------------------------------
                                                           (In thousands, except per Unit data)

<S>                                          <C>             <C>            <C>             <C>              <C>
Revenues                                     $ 14,470        $ 15,938       $ 15,770        $ 15,349        $ 14,276

Depreciation and amortization                   2,619           3,793          3,603           3,537           3,771

Interest expense                                    -             214            290             294             425

Net income                                      3,118           2,187          2,403           2,336           1,289

   Limited partners' share                      2,692           1,771          1,885           1,918             954

   General partners' share                        426             416            518             418             335

Limited partners' per unit data (a)

   Net income                                 $ 18.19         $ 11.97        $ 12.74         $ 12.96          $ 6.45

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

As of December 31,

Cash and cash equivalents                     $ 1,238           $ 453        $ 2,059         $ 1,794           $ 657

Total assets                                 $ 69,738        $ 70,356       $ 74,525        $ 76,818        $ 78,462

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


a)   Limited Partners' per unit data is based on the weighted average number of units (148,000) outstanding during the period.
b)   The General Partners distributed,  concurrent with the distribution for the
     third  quarter  of  1995,  a  portion  of  the  operating  reserve  of  the
     Partnership estimated to be $6.02 per Unit.

</TABLE>
                                       11
<PAGE>

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

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996:

     The  Partnership's net income was $3,118,000 in 1997 compared to $2,187,000
in 1996,  representing  an  increase of  $931,000,  or 43%.  Excluding  the 1996
operations  for the  Partnership's  business park  facilities as compared to the
1997  equity in income of real  estate  partnership,  the  increase is due to an
increase  in  the  Partnership's  mini-warehouse  operations,  combined  with  a
decrease  in  interest  expense,  partially  offset by an  increase  in minority
interest in income for those properties held in joint venture with PSI.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$13,595,000  in 1997  compared  to  $12,780,000  during  1996,  representing  an
increase  of  $815,000,  or 6%. The  increase  in rental  income  was  primarily
attributable to increased rental rates and occupancy rates at the mini-warehouse
facilities.   The  monthly  average  realized  rent  per  square  foot  for  the
mini-warehouse  facilities  was  $.69 in 1997  compared  to  $.65 in  1996.  The
weighted average occupancy levels at the mini-warehouse  facilities increased to
93% in 1997 from 92% in 1996.  Cost of operations  (including  management  fees)
increased  $204,000,  or 4%, to $4,939,000  during 1997 from $4,735,000 in 1996.
This  increase  was  primarily   attributable  to  increases  in  property  tax,
advertising,  and  management  fee expenses,  partially  offset by a decrease in
repairs  and   maintenance   expenses.   Accordingly,   for  the   Partnership's
mini-warehouse operations,  property net operating income increased by $611,000,
or 8%, to $8,656,000 in 1997 from $8,045,000 in 1996.

     The following table summarizes the Partnership's  operating income,  net of
depreciation,  from its investment in PSBPLP during 1997 compared to that of the
exchanged business park facilities in 1996:

                                                          1997           1996
                                                    ------------   ------------
 Equity in earnings of real estate partnership       $  839,000    $         -
 Rental income                                                -      3,062,000
 Cost of operations                                           -      1,418,000
                                                    ------------   ------------
 Net operating income                                   839,000      1,644,000
 Depreciation                                                 -      1,244,000
                                                    ------------   ------------
 Operating income, net of depreciation               $  839,000      $ 400,000
                                                    ============   ============

     The difference in operating income,  net of depreciation,  in 1997 and 1996
is primarily due to the effect of  depreciation  and an  improvement in property
operations.

     Depreciation   and   amortization   attributable   to   the   Partnership's
mini-warehouse   facilities   increased  $70,000  from  $2,549,000  in  1996  to
$2,619,000 in 1997. This increase was primarily attributable to the depreciation
of capital expenditures made during 1996 and 1997.

     Minority  interest in income was  $3,653,000 in 1997 compared to $3,457,000
in 1996,  representing  an  increase  of  $196,000,  or 6%.  This  increase  was
primarily  attributable to an increase in operations at the  Partnership's  real
estate facilities owned jointly with PSI.

     Interest expense in 1996 represents interest on the Partnership's  mortgage
note payable that was paid off in September 1996.

     Interest  income  decreased  in 1997 over 1996 as a result of a decrease in
average invested cash balances.

                                       12

<PAGE>

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.

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
$1,238,000 at December 31, 1997.

     Cash flow from operating activities ($8,748,000 for the year ended December
31,  1997)  has  been  sufficient  to  meet  all  current   obligations  of  the
Partnership.   Total  capital  improvements  were  $924,000,   $1,039,000,   and

                                       13
<PAGE>

$1,035,000 in 1997, 1996, and 1995, 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.  During 1998, the Partnership
anticipates  approximately  $771,000 of capital  improvements  (including  PSI's
joint venture share of $314,000).

     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 1997 and prior years were as follows:

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

     The General Partners  distributed,  concurrent with  distributions  for the
fourth quarter of 1991, a portion of the operating  reserve of the  Partnership,
and adjusted the on-going  distribution  level.  The operating  reserve that was
distributed  was estimated at $7.25 per Unit. The 1995  distribution  includes a
portion of the operating  reserve of the  Partnership  estimated to be $6.02 per
Unit.  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).

Impact of Year 2000
-------------------
     PSI has  completed  an initial  assessment  of its  computer  systems.  The
majority of the computer  programs were  installed or upgraded over the past few
years and are Year 2000 compliant.  Some of the older computer programs utilized
by PSI were written without regard for Year 2000 issues and could cause a system
failure or miscalculations with possible disruption of operations. Each of these
computer  programs and systems has been  evaluated to be upgraded or replaced as
part of PSI's Year 2000 project.

     The cost of the Year 2000 project  will be  allocated to all entities  that
use the PSI  computer  systems.  The  cost of the  Year  2000  project  which is
expected to be allocated to the Partnership is approximately  $99,000.  The cost
of new software  will be  capitalized  and the cost of  maintenance  to existing
systems will be expensed as incurred.

     The project is expected to be completed by March 31, 1999 which is prior to
any   anticipated   impact  on  operating   systems.   PSI  believes  that  with
modifications to existing software and, in some instances, the conversion to new
software,  the Year 2000 issue will not pose significant  operational  problems.
However,  if such  modifications are not made, or are not completed timely,  the
Year  2000  issue  could  have  a  material  impact  on  the  operations  of the
Partnership.

     The  costs  of the  project  and the  date on which  PSI  believes  it will
complete the Year 2000  modifications  are based on management's best estimates,
which were derived utilizing numerous assumptions of future events. There can be
no guarantee  that these  estimates  will be achieved and actual  results  could
differ materially from those anticipated.


                                       14
<PAGE>
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



                                    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 PS
Business Parks, Inc., pursuant to a Management  Agreement.  In January 1997, the
Partnership  transferred  its  business  parks  to  PSBPLP  in  exchange  for  a
partnership interest in PSBPLP.

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


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

     B. Wayne Hughes,  age 64, a general partner of the Partnership,  has been a
director of PSI since its  organization  in 1980 and was  President and Co-Chief
Executive  Officer from 1980 until November 1991 when he became  Chairman of the
Board and sole Chief Executive  Officer.  Mr. Hughes has been active in the real
estate  investment field for over 25 years. He is the father of B. Wayne Hughes,
Jr.

     Harvey  Lenkin,  age 61, has been  employed  by PSI for 20 years and became
President  and a director of PSI in November  1991.  Mr. Lenkin is a director of
the National Association of Real Estate Investment Trusts (NAREIT).


                                       15
<PAGE>

     B. Wayne Hughes,  Jr., age 38, became a director of PSI in January 1998. He
has been Vice President - Acquisitions  of the Company since 1992. He is the son
of B. Wayne Hughes.

     John Reyes, age 37, a certified public  accountant,  joined PSI in 1990 and
was  controller  of PSI from 1992  until  December  1996  when he  became  Chief
Financial  Officer.  He became a Vice  President  of PSI in November  1995 and a
Senior Vice President of PSI in December 1996.  From 1983 to 1990, Mr. Reyes was
employed by Ernst & Young.

     Carl B. Phelps,  age 58,  became a Senior Vice  President of PSI in January
1998 with overall responsibility for property acquisition and development.  From
June 1991  until  joining  PSI,  he was a partner  in the law firm of  Andrews &
Kurth,  L.L.P.,  which  performed  legal  services for PSI.  From  December 1982
through May 1991, his professional  corporation was a partner in the law firm of
Sachs & Phelps, then counsel to PSI.

     Obren B. Gerich,  age 59, a certified  public  accountant,  has been a Vice
President of PSI since 1980 and became Senior Vice  President of PSI in November
1995. He was Chief Financial Officer of PSI until November 1991.

     Marvin M. Lotz, age 55, 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 PSI with  responsibility  for
property acquisitions from 1983 until 1988.

     David  Goldberg,  age 48,  joined PSI's legal staff in June 1991. He became
Senior Vice President and General Counsel of PSI in November 1995. From December
1982 until May 1991,  he was a partner  in the law firm of Sachs & Phelps,  then
counsel to PSI.

     A. Timothy Scott, age 46, became a Senior Vice President and Tax Counsel of
PSI and Vice  President and Tax Counsel of the Public  Storage REITs in November
1996.  From June 1991  until  joining  PSI,  Mr.  Scott  practiced  tax law as a
shareholder  of the law firm of Heller,  Ehrman,  White & McAuliffe,  counsel to
PSI. Prior to June 1991, his  professional  corporation was a partner in the law
firm of Sachs & Phelps, then counsel to PSI.

     David P. Singelyn, age 36, a certified public accountant, has been employed
by PSI since 1989 and became Vice  President  and  Treasurer  of PSI in November
1995. From 1987 to 1989, Mr. Singelyn was Controller of Winchell's Donut Houses,
L.P.

     Sarah Hass, age 42, became  Secretary of PSI in February 1992. She became a
Vice  President of PSI in November  1995.  She joined PSI's legal  department in
June 1991,  rendering  services on behalf of PSI. From 1987 until May 1991,  her
professional  corporation was a partner in the law firm of Sachs & Phelps,  then
counsel to PSI,  and from April 1986 until June 1987,  she was  associated  with
that firm,  practicing in the area of securities  law. From September 1979 until
September 1985, Ms. Hass was associated with the law firm of Rifkind & Sterling,
Incorporated.

     Robert J.  Abernethy,  age 58,  has been  President  of  American  Standard
Development Company and of Self-Storage  Management  Company,  which develop and
operate mini-warehouses,  since 1976 and 1977,  respectively.  Mr. Abernethy has
been a director  of PSI since its  organization  in 1980.  He is a member of the
board of 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 62, has been President of the Angeloff  Company,  a
corporate  financial  advisory  firm,  since  1976.  The  Angeloff  Company  has
rendered,  and is  expected  to  continue  to  render,  financial  advisory  and
securities  brokerage services for PSI. Mr. Angeloff is the general partner of a
limited partnership that owns a mini-warehouse operated by PSI and which secures
a note  owned  by PSI.  Mr.  Angeloff  has  been a  director  of PSI  since  its
organization  in 1980. He is a director of Compensation  Resource  Group,  Eagle
Lifestyle   Nutrition,    Inc.,    Nicholas/Applegate    Growth   Equity   Fund,
Nicholas/Applegate  Investment Trust,  ReadyPac Produce,  Inc. and Royce Medical
Company.

                                       16
<PAGE>

     William C. Baker,  age 64, became a director of PSI in November 1991. Since
November  1997,  Mr.  Baker has been  Chairman of the Board and Chief  Executive
Officer of The Santa  Anita  Companies,  Inc.,  which  operates  the Santa Anita
Racetrack and is a wholly-owned  subsidiary of Meditrust Operating Company. From
August  1996  until  November  1997,  he was  Chairman  of the  Board  and Chief
Executive  Officer of Santa Anita Operating Company and Chairman of the Board of
the Board of Santa Anita Realty  Enterprises,  Inc.,  the  companies  which were
merged with  Meditrust in November  1992.  From April 1993 through May 1995, Mr.
Baker was President of Red Robin International, Inc., an operator and franchiser
of casual dining restaurants in the United States and Canada.  From January 1992
through  December 1995, he was Chairman and Chief Executive  Officer of Carolina
Restaurant  Enterprises,  Inc., a franchisee  of Red Robin  International,  Inc.
Since 1991,  he has been Chairman of the Board of Coast  Newport  Properties,  a
real estate brokerage company. From 1976 to 1988, he was a principal shareholder
and  Chairman and Chief  Executive  Officer of Del Taco,  Inc.,  an operator and
franchiser of fast food  restaurants in  California.  Mr. Baker is a director of
Callaway Golf Company and Meditrust Operating Company.

     Thomas J. Barrack,  Jr., age 50, became a director of PSI in February 1998.
Mr. Barrack has been the Chairman and Chief Executive Officer of Colony Capital,
Inc.  since  September  1991.  Colony  Capital,  Inc. is one of the largest real
estate investors in America,  having acquired properties in the U.S., Europe and
Asia. Prior to founding Colony Capital, Inc., from 1987 to 1991, Mr. Barrack was
a  principal  with the Robert M. Bass  Group,  Inc.,  the  principal  investment
vehicle for Robert M. Bass of Fort Worth,  Texas. From 1985 to 1987, Mr. Barrack
was President of Oxford Ventures, Inc., a Canadian-based real estate development
company.  From  1984 to  1985,  he was  Senior  Vice  President  at E.F.  Hutton
Corporate  Finance in New York.  Mr.  Barrack was appointed by President  Ronald
Reagan as Deputy Under  Secretary at the U.S.  Department  of the Interior  from
1982 to 1983. Mr. Barrack currently is a director of Continental Airlines,  Inc.
and Virgin Entertainment Group, Ltd.

     Uri P. Harkham, age 49, 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.

                                       17

<PAGE>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
          ---------------------------------------------------------------

     (a)  At December 31, 1997, PSI  beneficially  owned more than 5% or more of
          the Units of the Partnership:


<TABLE>
<CAPTION>

         Title                                                                        Amount of             Percent
           of                             Name and Address of                         Beneficial               of
         Class                             Beneficial Owner                           Ownership              Class
-------------------      -------------------------------------------------        --------------------     -----------
<S>                      <C>                                                      <C>
Units of Limited          Public Storage, Inc.
Partnership               701 Western Avenue
Interest                  Glendale, CA 91201-2394 (1)                              89,976 Units (1)        60.79%

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

     In August 1997,  PSI completed a cash tender offer,  which had commenced in
June 1997,  pursuant to which PSI acquired a total of 13,847 limited partnership
units at $355 per unit.

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

     (b) The Partnership has no officers and directors.

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

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

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


                                       18
<PAGE>

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

     During 1997,  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 PSBPLP 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 1997, the Partnership paid fees of
$816,000 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.  In January 1997,  the  Partnership  and PSI and other related
partnerships  transferred a total of 35 business  parks to PSBPLP,  an operating
partnership  formed  to own  and  operate  business  parks  in  which  PSI has a
significant  interest.  Included  among  the  properties  transferred  were  the
Partnership's  business parks in exchange for a partnership  interest in PSBPLP.
The general partner of PSBPLP is PS Business  Parks,  Inc., a REIT traded on the
American Stock Exchange.

                                     PART IV

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

     (a) List of Documents filed as part of the Report.
          1.   Financial  Statements:   See  Index  to  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.

                                       19
<PAGE>

                              PS PARTNERS V, LTD.,
                        a California Limited Partnership
                                INDEX TO EXHIBITS

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

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

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

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

     27        Financial data schedule. Filed herewith.


                                       20
<PAGE>
                                 SIGNATURES


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

                                     PS PARTNERS V, LTD.,
                                     a California Limited Partnership
Dated:  March 26, 1998        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, 1998
----------------------------               Executive Officer of Public Storage, Inc. and
B. Wayne Hughes                            General Partner (principal executive officer)


/s/ Harvey Lenkin                          President and Director                               March 26, 1998
----------------------------               of Public Storage, Inc.
Harvey Lenkin

/s/ B. Wayne Hughes, Jr.                   Vice President and Director                          March 26, 1998
----------------------------               of Public Storage, Inc.
B. Wayne Hughes, Jr.

/s/ John Reyes                             Senior Vice President and Chief Financial Officer    March 26, 1998
----------------------------               of Public Storage, Inc. (principal financial
John Reyes                                 officer and principal accounting officer)


/s/ Robert J. Abernethy                    Director of Public Storage, Inc.                     March 26, 1998
-----------------------------
Robert J. Abernethy


/s/ Dann V. Angeloff                       Director of Public Storage, Inc.                     March 26, 1998
------------------------------
Dann V. Angeloff


/s/ William C. Baker                       Director of Public Storage, Inc.                     March 26, 1998
------------------------------
William C. Baker


/s/ Uri P. Harkham                         Director of Public Storage, Inc.                     March 26, 1998
------------------------------
Uri P. Harkham
</TABLE>
                                       21
<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, 1997
   and 1996                                                         F-2

For the years ended December 31, 1997, 1996 and 1995:
                                                                    F-3
   Consolidated Statements of Income

   Consolidated Statements of Partners' Equity                      F-4

   Consolidated Statements of Cash Flows                         F-5 - F-6

   Notes to Consolidated Financial Statements                    F-7 - F-10

Schedule

   III - Real Estate and Accumulated Depreciation               F-11 - 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.


                                       22
<PAGE>
                         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, 1997 and 1996 and the related
consolidated statements of income,  partners' equity, and cash flows for each of
the three years in the period ended  December 31, 1997. 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, 1997 and
1996, and the consolidated results of its operations and its cash flows for each
of the three years in the period ended  December 31, 1997,  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


February 23, 1998
Los Angeles, California

                                      F-1
<PAGE>
<TABLE>
<CAPTION>

                               PS PARTNERS V, LTD.
                        a California Limited Partnership
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 1997 and 1996


                                                                                 1997               1996
                                                                            ------------       ------------

                                     ASSETS


<S>                                                                         <C>                 <C>
Cash and cash equivalents                                                     $ 1,238,000         $ 453,000

Rent and other receivables                                                         82,000           160,000

Real estate facilities, at cost:
    Land                                                                       16,099,000        25,610,000
    Buildings and equipment                                                    56,486,000        80,098,000
                                                                            -------------      ------------
                                                                               72,585,000       105,708,000

    Less accumulated depreciation                                             (26,916,000)      (36,248,000)
                                                                            -------------      ------------
                                                                               45,669,000        69,460,000

Investment in real estate partnership                                          22,612,000                 -

Other assets                                                                      137,000           283,000
                                                                            -------------      ------------

                                                                             $ 69,738,000      $ 70,356,000
                                                                             ============      ============


                         LIABILITIES AND PARTNERS' EQUITY


Accounts payable                                                                $ 786,000         $ 806,000

Advance payments from renters                                                     406,000           413,000

Minority interest in general partnerships                                      31,335,000        31,057,000

Partners' equity:
    Limited partners' equity, $500 per unit, 148,000
       units authorized, issued and outstanding                                36,743,000        37,603,000
    General partners' equity                                                      468,000           477,000
                                                                            -------------      ------------

    Total partners' equity                                                     37,211,000        38,080,000
                                                                            -------------      ------------

                                                                             $ 69,738,000      $ 70,356,000
                                                                             ============      ============

</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, 1997, 1996, and 1995


                                                                         1997              1996               1995
                                                                 ----------------    ---------------    --------------

REVENUE:
<S>                                                                  <C>                <C>               <C>
Rental income                                                        $ 13,595,000       $ 15,842,000      $ 15,642,000
Equity in income of real estate partnership                               839,000                  -                 -
Interest income                                                            36,000             96,000           128,000
                                                                 ----------------    ---------------    --------------
                                                                       14,470,000         15,938,000        15,770,000
                                                                 ----------------    ---------------    --------------

COSTS AND EXPENSES:

Cost of operations                                                      4,123,000          5,233,000         4,959,000
Management fees                                                           816,000            920,000           905,000
Depreciation and amortization                                           2,619,000          3,793,000         3,603,000
Interest expense                                                                -            214,000           290,000
Administrative                                                            141,000            134,000           134,000
Environmental costs                                                             -                  -           112,000
                                                                 ----------------    ---------------    --------------
                                                                        7,699,000         10,294,000        10,003,000
                                                                 ----------------    ---------------    --------------

Income before minority interest                                         6,771,000          5,644,000         5,767,000

Minority interest in income                                            (3,653,000)        (3,457,000)       (3,364,000)
                                                                 ----------------    ---------------    --------------

NET INCOME                                                            $ 3,118,000        $ 2,187,000       $ 2,403,000
                                                                 ================    ===============    ==============

Limited partners' share of net income
    ($18.19, $11.97, and $12.74 per unit in
    1997, 1996, and 1995, respectively)                               $ 2,692,000        $ 1,771,000       $ 1,885,000
General partners' share of net income                                     426,000            416,000           518,000
                                                                 ----------------    ---------------    --------------
                                                                      $ 3,118,000        $ 2,187,000       $ 2,403,000
                                                                 ================    ===============    ==============

</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, 1997, 1996, and 1995



                                                          Limited             General
                                                          Partners            Partners           Total
                                                      --------------         ------------     --------------
<S>                                                    <C>                    <C>              <C>
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

Net income                                                2,692,000            426,000         3,118,000

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

Balances at December 31, 1997                          $ 36,743,000          $ 468,000      $ 37,211,000
                                                      ==============         ============     ==============


</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, 1997, 1996, and 1995





                                                                  1997               1996               1995
                                                               -----------       -----------        -----------

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                             <C>               <C>                <C>
   Net income                                                  $ 3,118,000        $ 2,187,000       $ 2,403,000

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

       Depreciation and amortization                             2,619,000          3,793,000         3,603,000
       Decrease (increase) in rent and other receivables            78,000            (83,000)           (4,000)
       Decrease (increase) in other assets                         146,000           (108,000)           (6,000)
       (Decrease) increase in accounts payable                     (20,000)           (26,000)          170,000
       Decrease in advance payments from renters                    (7,000)            (7,000)          (42,000)
       Equity in income of real estate partnership                (839,000)                 -                 -
       Minority interest in income                               3,653,000          3,457,000         3,364,000
                                                               -----------       ------------       -----------

          Total adjustments                                      5,630,000          7,026,000         7,085,000
                                                               -----------       ------------       -----------

          Net cash provided by operating activities              8,748,000          9,213,000         9,488,000
                                                               -----------       ------------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Distributions from real estate partnership                      356,000                  -                 -
   Investment in real estate partnership                           (33,000)                 -                 -
   Additions to real estate facilities                            (924,000)        (1,039,000)       (1,035,000)
                                                               -----------       ------------       -----------

          Net cash used in investing activities                   (601,000)        (1,039,000)       (1,035,000)
                                                               -----------       ------------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Principal payments on mortgage notes payable                          -         (2,935,000)          (41,000)
   Distributions to holder of minority interest                 (3,375,000)        (2,859,000)       (3,161,000)
   Distributions to partners                                    (3,987,000)        (3,986,000)       (4,986,000)
                                                               -----------       ------------       -----------

          Net cash used in financing activities                 (7,362,000)        (9,780,000)       (8,188,000)
                                                               -----------       ------------       -----------

Net increase (decrease) in cash and cash equivalents               785,000         (1,606,000)          265,000

Cash and cash equivalents at the beginning of the period           453,000          2,059,000         1,794,000
                                                               -----------       ------------       -----------

Cash and cash equivalents at the end of the period             $ 1,238,000          $ 453,000       $ 2,059,000
                                                               ===========       ============       ===========


</TABLE>
                           See accompanying footnotes.
                                       F-5

<PAGE>
<TABLE>
<CAPTION>
                               PS PARTNERS V, LTD.
                        a California Limited Partnership
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the years ended December 31, 1997, 1996, and 1995
                                   (Continued)

                                                                                   1997               1996               1995
                                                                                -----------       -----------        -----------


Supplemental schedule of noncash investing and financing activities:


<S>                                                                            <C>                        <C>          <C>
   Investment in real estate partnership                                       $ (22,096,000)             $ -          $ -

   Transfer of real estate facilities for interest in real estate                 22,096,000                -            -
     partnership, net


</TABLE>
                           See accompanying footnotes.
                                       F-6

<PAGE>

                              PS PARTNERS V, Ltd.,
                        a California Limited Partnership
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1997

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 in 14
          states,  which exclude 2 properties  transferred to PS Business Parks,
          L.P.  ("PSBPLP")  in  January  1997.  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.

               Depreciation  and  amortization  allocated  to PSI was $36,000 in
          1997 and none in 1996. The allocation of depreciation and amortization
          to PSI has the effect of reducing  minority interest in income and has
          no effect on the reported depreciation and amortization expense.

               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

                                      F-7
<PAGE>

                              PS PARTNERS V, Ltd.,
                        a California Limited Partnership
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1997


1.        Summary of Significant Accounting Policies and Partnership Matters
          ------------------------------------------------------------------
          Basis of Presentation (continued)
          ---------------------------------
          to PSI is  subordinated to the return to the Partnership of the amount
          of its cash  investment and the 7%  distribution  described  above. 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.

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

          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
                                      F-8
<PAGE>

                              PS PARTNERS V, Ltd.,
                        a California Limited Partnership
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1997


1.        Summary of Significant Accounting Policies and Partnership Matters
          ------------------------------------------------------------------
          Environmental Cost (continued)
          ---------------------------------
          incur  costs  totaling   $110,000  after  December 31, 1997 for known
          environmental remediation  requirements.  During 1997, 1996, and 1995,
          the  Partnership  paid none,  $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.

          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, $24.00 and $30.02 for 1997, 1996, and 1995, 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 and 1995 was  $214,000  and  $290,000,
          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 whereby PSI
          operates the Partnership's  mini-warehouse  facilities for a fee equal
          to 6% of the facilities' monthly gross revenue (as defined).

               In January 1997, the  Partnership  transferred  its business park
          facilities to PSBPLP in exchange for a partnership interest in PSBPLP.

               PSI has a significant economic interest in PSBPLP and PSBP.


                                      F-9
<PAGE>

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.

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 $6,409,000,  $1,831,000 and $1,813,000 for
          the years ended December 31, 1997,  1996 and 1995,  respectively.  The
          difference between taxable income and book income is primarily related
          to timing differences in depreciation expense.

                                      F-10
<PAGE>
<TABLE>
<CAPTION>

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


                                                                        Costs                  Gross Carrying Amount
                                                    Initial Cost      subsequent                At December 31, 1997
                                             ----------------------to acquisition ----------------------------------------------
Date                                                    Building &    Building &              Building &                 Accumulated
Acquired      Description    Encumbrances     Land     Improvement  Improvements   Land      Improvements    Total      Depreciation
-----------------------------------------------------------------------------------------------------------------------------------
    Mini-warehouse
<C>                                 <C>     <C>        <C>           <C>         <C>        <C>           <C>              <C>
10/85 San Antonio/ Wetmore Rd.      $-      $ 306,000  $ 1,079,000   $ 391,000   $ 306,000  $ 1,470,000   $ 1,776,000      $ 681,000
10/85 San Antonio/ Callaghan         -        288,000    1,016,000     329,000     288,000    1,345,000     1,633,000        629,000
10/85 San Antonio/ Zarzamora         -        364,000    1,281,000     404,000     364,000    1,685,000     2,049,000        768,000
10/85 San Antonio/ Hackberry         -        388,000    1,367,000     358,000     388,000    1,725,000     2,113,000        803,000
10/85 San Antonio/ Fredericksburg    -        287,000    1,009,000     352,000     287,000    1,361,000     1,648,000        634,000
10/85 Dallas/ S. Westmoreland        -        474,000    1,670,000     154,000     474,000    1,824,000     2,298,000        890,000
10/85 Dallas/ Alvin St.              -        359,000    1,266,000     152,000     359,000    1,418,000     1,777,000        680,000
10/85 Fort Worth/ W. Beach St.       -        356,000    1,252,000     151,000     356,000    1,403,000     1,759,000        673,000
10/85 Fort Worth/ E. Seminary        -        382,000    1,346,000     173,000     382,000    1,519,000     1,901,000        724,000
10/85 Fort Worth/ Cockrell St.       -        323,000    1,136,000     157,000     323,000    1,293,000     1,616,000        620,000
11/85 Everett/ Evergreen             -        706,000    2,294,000     440,000     706,000    2,734,000     3,440,000      1,368,000
11/85 Seattle/ Empire Way            -      1,652,000    5,348,000     571,000   1,652,000    5,919,000     7,571,000      2,901,000
12/85 Amherst/ Niagra Falls          -        132,000      701,000     208,000     132,000      909,000     1,041,000        464,000
12/85 West Sams Blvd.                -        164,000    1,159,000    (294,000)    164,000      865,000     1,029,000        421,000
3/86  Jacksonville/ Wiley            -        140,000      510,000     225,000     140,000      735,000       875,000        339,000
12/85 MacArthur Rd.                  -        204,000    1,628,000     143,000     204,000    1,771,000     1,975,000        854,000
2/86  Costa Mesa/ Pomona             -      1,405,000    1,520,000     327,000   1,405,000    1,847,000     3,252,000        879,000
12/85 Brockton/ Main                 -        153,000    2,020,000    (257,000)    153,000    1,763,000     1,916,000        869,000
1/86  Mapleshade/ Rudderow           -        362,000    1,811,000     226,000     362,000    2,037,000     2,399,000        969,000
1/86  Bordentown/ Groveville         -        196,000      981,000     130,000     196,000    1,111,000     1,307,000        526,000
12/85 Eatontown/ Hwy 35              -        308,000    4,067,000     412,000     308,000    4,479,000     4,787,000      2,145,000
2/86  Brea/ Imperial Hwy             -      1,069,000    2,165,000     331,000   1,069,000    2,496,000     3,565,000      1,224,000
12/85 Denver/ Leetsdale              -        603,000      847,000     187,000     603,000    1,034,000     1,637,000        503,000
2/86  Skokie/ McCormick              -        638,000    1,912,000     224,000     638,000    2,136,000     2,774,000        997,000
1/86  Sun Valley/ Sheldon            -        544,000    1,836,000     326,000     544,000    2,162,000     2,706,000      1,009,000
3/86  St. Louis/ Forder              -        517,000    1,133,000     251,000     517,000    1,384,000     1,901,000        636,000

</TABLE>

                                      F-11
<PAGE>
<TABLE>
<CAPTION>

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


                                                                        Costs                  Gross Carrying Amount
                                                    Initial Cost      subsequent                At December 31, 1997
                                             ----------------------to acquisition ----------------------------------------------
Date                                                    Building &    Building &              Building &                 Accumulated
Acquired      Description    Encumbrances     Land     Improvement  Improvements   Land      Improvements    Total      Depreciation
-----------------------------------------------------------------------------------------------------------------------------------
    Mini-warehouse
<C>                                 <C>     <C>        <C>           <C>         <C>        <C>           <C>              <C>
1/86  Las Vegas/ Highland             $-    $ 432,000   $ 848,000    $ 217,000    $ 432,000  $ 1,065,000  $ 1,497,000   $ 502,000
5/86  Westlake Village                 -    1,205,000     995,000      210,000    1,205,000    1,205,000    2,410,000     557,000
2/86  Colorado Springs/ Sinton         -      535,000   1,115,000      175,000      535,000    1,290,000    1,825,000     599,000
2/86  Oklahoma City/ Penn              -      146,000     829,000      140,000      146,000      969,000    1,115,000     452,000
2/86  Oklahoma City/39th Expressway    -      238,000     812,000      279,000      238,000    1,091,000    1,329,000     477,000
4/86  Reno/ Telegraph                  -      649,000   1,051,000      434,000      649,000    1,485,000    2,134,000     693,000
7/86  Colorado Springs/ Hollow Tree    -      574,000     726,000      230,000      574,000      956,000    1,530,000     430,000
                                     ---------------------------------------------------------------------------------------------


              TOTAL                   $-  $16,099,000  $48,730,000  $ 7,756,000 $ 16,099,000 $ 56,486,000 $ 72,585,000 $26,916,000
                                     ==============================================================================================

</TABLE>
                                      F-12
<PAGE>
<TABLE>
<CAPTION>
                               PS PARTNERS V, LTD.
                        A CALIFORNIA LIMITED PARTNERSHIP
                           REAL ESTATE RECONCILIATION
                            SCHEDULE III (CONTINUED)


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

                       GROSS CARRYING COST RECONCILIATION

                                                                                    Years Ended December 31,
                                                                         ------------------------------------------------
                                                                            1997              1996              1995
                                                                         ------------------------------------------------
<S>                                                                     <C>              <C>               <C>
Balance at beginning of the period                                      $ 105,708,000    $ 104,669,000     $ 103,634,000

Additions during the period:
     Improvements, etc.                                                       924,000        1,039,000         1,035,000

Deductions during the period:
     Disposition of real estate                                           (34,047,000)               -                 -
                                                                         ------------------------------------------------

Balance at the close of the period                                       $ 72,585,000    $ 105,708,000     $ 104,669,000
                                                                         ================================================


                     ACCUMULATED DEPRECIATION RECONCILIATION

                                                                                    Years Ended December 31,
                                                                         ------------------------------------------------
                                                                            1997              1996              1995
                                                                         ------------------------------------------------
Balance at beginning of the period                                       $ 36,248,000     $ 32,455,000      $ 28,852,000

Additions during the period:
     Depreciation                                                           2,619,000        3,793,000         3,603,000

Deductions during the period:
     Disposition of real estate                                           (11,951,000)               -                 -
                                                                         ------------------------------------------------

Balance at the close of the period                                       $ 26,916,000     $ 36,248,000      $ 32,455,000
                                                                         ================================================

</TABLE>

(B) The  aggregate  cost of real  estate  for  Federal  income tax  purposes  is
    $73,030,000.


                                      F-13