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, 1999
                          -----------------

                                       or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]

For the transition period from               to
                              ---------------  ---------------

Commission File Number 0-14476
                       -------

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

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

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

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

          Securities registered pursuant to Section 12(b) of the Act:
                                      NONE

Securities registered pursuant to Section 12(g) of the Act:

                      Units of Limited Partnership Interest
                      -------------------------------------
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                                    Yes X No
                                       ---  ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy of information  statements
incorporated by reference in Part III of this Form 10-K. [X]

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

<PAGE>
                                     PART I

ITEM 1.  BUSINESS.
         ---------

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

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

GENERAL
-------

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

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

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

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

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

                                       2

<PAGE>

partner  along with  Hughes,  who is chairman  of the board and chief  executive
officer of PSI, (iii) as of January 1, 2000, PSI owned  approximately  61.62% of
the Partnership's  limited partnership units and (iv) PSI is the operator of the
33 properties in which the  Partnership has an interest (these 33 properties are
referred to collectively hereinafter as the "Mini-Warehouse Properties").

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

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

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

         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 properties owned by the Partnership
and the Joint  Venture.  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 Mini-Warehouse  Properties (consisting not only of
the  Partnership's  interest but also including PSI's interest),  as of November
30, 1996, was $85,100,000. 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 71%) in 32 of the
Mini-Warehouse  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  Mini-Warehouse  Properties  (an
aggregate of  $8,312,000).  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.

         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

                                       3

<PAGE>

to assuming  compliance with applicable  environmental  laws, the appraisal also
assumed,  among  other  things,   compliance  with  applicable  zoning  and  use
regulations and the existence of required licenses.

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

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

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

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

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

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

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

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

         ECONOMIES OF SCALE: PSI is the largest provider of mini-warehouse space
in the  industry.  As of December 31, 1999,  PSI operated  1,358  mini-warehouse
facilities  (including  35 managed for third  parties) in 37 states and had over
663,000 spaces rented.  The size and scope of the PSI's  operations have enabled
it to  achieve a  consistently  high  level of profit  margins  and low level of
administrative costs relative to revenues.

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

                                       4

<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
owned  by the  Joint  Venture.  Reference  is made to the  table in Item 2 for a
summary of information about the Partnership's properties.

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

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

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

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

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

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

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

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

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

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

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

                                       5

<PAGE>

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

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

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

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

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

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

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

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

EMPLOYEES
---------

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

                                       6

<PAGE>

ITEM 2.  PROPERTIES.
         -----------

         The  following  table sets forth  information  as of December  31, 1999
about the Mini-Warehouse Properties:

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

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

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

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

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

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

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

                                       7

<PAGE>

                                Net         Number
                             Rentable         of        Date of      Ownership
Location                    Square Feet     Spaces    Acquisition   Percentage
-------------------------   -----------     ------    -----------   ----------
NEW JERSEY
Bordentown                     30,500         290       01/16/86      50.0%
  Route 130
Eatontown                      82,300         897       12/31/85      60.0
  Highway 35
Mapleshade                     55,400         502       01/16/86      50.0
  Rudderow Ave.

NEW YORK
Amherst                        32,000         307       12/31/85      50.0
  Niagra Falls Blvd.

OKLAHOMA
Oklahoma City                  35,300         278       02/20/86      60.0
  N. Pennsylvania
Oklahoma City                  32,700         276       02/28/86      60.3
  NW 39th Expressway

PENNSYLVANIA
Whitehall                      54,300         538       12/03/85      50.0
  MacArthur Rd.

TEXAS
Dallas                         53,200         453       10/04/85      66.4
   Alvin St.
Dallas                         65,500         666       10/04/85      66.4
  S. Westmoreland
Ft. Worth                      52,500         500       10/04/85      66.4
  Cockrell St.
Ft. Worth                      58,600         588       10/04/85      66.4
  E. Seminary Dr.
Ft. Worth                      54,200         524       10/04/85      66.4
  W. Beach St.
San Antonio                    53,000         513       10/04/85      66.4
  Callaghan Rd.
San Antonio                    53,100         492       10/04/85      66.4
  Fredericksburg Rd.
San Antonio                    54,000         528       10/04/85      66.4
  Hackberry St.
San Antonio                    56,700         567       10/04/85      66.4
  Wetmore Rd.
San Antonio                    48,700         530       10/04/85      66.4
  Zarzamora Rd.

UTAH
Kearns                         48,600         484       12/18/85      50.0
  W. Sams Blvd.

                                       8

<PAGE>

                                Net         Number
                             Rentable         of        Date of      Ownership
Location                    Square Feet     Spaces    Acquisition   Percentage
-------------------------   -----------     ------    -----------   ----------
WASHINGTON
Everett                       83,200       1,008       11/07/85      50.0%
  Evergreen Way
Seattle                      133,500       1,491       11/07/85      50.0
  Empire Way South

         The weighted average occupancy level for the Mini-Warehouse  Properties
remained  stable at 92% during 1999 and 1998. The annual  average  realized rent
per square foot for the Mini-Warehouse  Properties was $8.89 in 1999 compared to
$8.64 in 1998.

         Substantially  all of the  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  on  the
Mini-Warehouse  Properties  to  evaluate  the  environmental  condition  of, and
potential environmental  liabilities of, such properties.  Although there can be
no assurance, the Partnership is not aware of any environmental contamination of
any of its  property  sites  which  individually  or in the  aggregate  would be
material to the Partnership's overall business,  financial condition, or results
of operations.

ITEM 3.  LEGAL PROCEEDINGS.
         ------------------

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

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

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of 1999.

                                       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, 1999, there were approximately 2,676 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,
                                              -------------------------------------------------------------------------
                                                 1999            1998            1997            1996            1995
                                              ---------       ---------       ---------       ---------       ---------
                                                                (In thousands, except per Unit data)

<S>                                             <C>             <C>             <C>            <C>             <C>
Total Revenues                                  $4,199          $3,930          $3,420         $3,467          $3,644

Depreciation and amortization                       55              49              49            521             481

Net income                                       3,886           3,621           3,118          2,187           2,403

   Limited partners' share                       3,254           3,190           2,692          1,771           1,885

   General partners' share                         632             431             426            416             518

Limited partners' per unit data (a)

   Net income                                   $21.99          $21.55          $18.19         $11.97          $12.74

   Cash distributions (b)                       $36.03          $24.00          $24.00         $24.00          $30.02

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

Cash and cash equivalents                       $2,295          $2,702          $1,002           $194          $1,686

Total assets                                   $34,876         $36,935         $37,306        $38,192         $39,977

</TABLE>

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

b)   The General Partners distributed,  concurrent with the distribution for the
     third  quarter  of  1995,  a  portion  of  the  operating  reserve  of  the
     Partnership   estimated  to  be  $6.02  per  Unit.  The  General   Partners
     distributed,  concurrent  with the  distribution  for the first  quarter of
     1999, a portion of the operating reserve estimated to be $12.03 per Unit.

                                       11

<PAGE>

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

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

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

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

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

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

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

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

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997:

         The  Partnership's  net  income  was  $3,621,000  in 1998  compared  to
$3,118,000 in 1997, representing an increase of $503,000, or 16.1%. The increase
is due primarily to the  Partnership's  share of an improvement in operations of
the   mini-warehouses   in  which  the   Partnership   has  an   interest   (the
"Mini-Warehouse Properties') combined with an increase in interest income.

         PROPERTY OPERATIONS:  Rental income for the Partnership's  wholly-owned
property was $324,000 in 1998 compared to $328,000  during 1997,  representing a
decrease of $4,000,  or 1.2%.  Cost of operations  (including  management  fees)
increased  $9,000,  or 8.0%,  to  $121,000  during  1998 from  $112,000 in 1997.
Accordingly,  for the  Partnership's  mini-warehouse  operations,  property  net
operating  income  decreased  by  $13,000,  or 6.0%,  to  $203,000  in 1998 from
$216,000 in 1997.

                                       12

<PAGE>

         EQUITY IN EARNINGS OF REAL ESTATE ENTITIES:  Equity in earnings of real
estate  entities was  $3,494,000 in 1998 as compared to $3,056,000  during 1997,
representing an increase of $438,000,  or 14.3%.  The increase was due primarily
to the Partnership's  share of improved operating results at the Joint Venture's
mini-warehouse  properties  combined with the  Partnership's  share of increased
operating results of PSBPLP.

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

         During 1999 and 1998,  a majority of the  Partnership's  net income was
from the  Partnership's  share of the  operating  results of the  Mini-Warehouse
Properties. Therefore, in order to evaluate the Partnership's operating results,
the General  Partners  analyze the operating  performance of the  Mini-Warehouse
Properties.

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

         YEAR ENDED  DECEMBER 31, 1998  COMPARED TO THE YEAR ENDED  DECEMBER 31,
1997:  Rental income for the  Mini-Warehouse  Properties was $14,256,000 in 1998
compared to $13,595,000  during 1997,  representing an increase of $661,000,  or
4.9%.  The increase in rental  income was  primarily  attributable  to increased
rental rates. The annual average realized rent per square foot was $8.64 in 1998
compared to $8.24 in 1997. The weighted average occupancy levels remained stable
at 92% during 1998 and 1997.  Cost of  operations  (including  management  fees)
increased $334,000,  or 6.8%, to $5,273,000 during 1998 from $4,939,000 in 1997.
This increase was primarily  attributable to increases in  advertising,  repairs
and  maintenance,  property  tax,  and payroll  expenses.  Accordingly,  for the
Mini-Warehouse Properties,  property net operating income increased by $327,000,
or 3.8%, from $8,656,000 in 1997 to $8,983,000 during 1998.

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

         The Partnership has adequate sources of cash to finance its operations,
both on a short-term and long-term basis, primarily by internally generated cash
from property  operations and distributions from Real Estate Entities,  combined
with cash on hand at December 31, 1999 of $2,295,000.

         Cash flow from operating  activities and distributions from Real Estate
Entities  (totaling  $5,584,000  for the year ended  December 31, 1999) has been
sufficient to meet all current  obligations  of the  Partnership.  Total capital
improvements for the Partnership's wholly-owned properties were $5,000, $17,000,
and $21,000 in 1999, 1998, and 1997, respectively.  During 2000, the Partnership
does not anticipate incurring  significant costs for capital improvements to the
Partnership's wholly-owned property.

                                       13

<PAGE>

         Total  distributions  paid to the  General  Partners  and  the  limited
partners (including per Unit amounts) for 1999 and prior years were as follows:

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

         The General Partners distributed, concurrent with distributions for the
fourth quarter of 1991, a portion of the operating  reserve of the  Partnership,
and adjusted the on-going  distribution  level.  The operating  reserve that was
distributed  was estimated at $7.25 per Unit. The 1995  distribution  includes a
portion of the operating  reserve of the  Partnership  estimated to be $6.02 per
Unit. The 1999  distribution  includes a portion of the operating reserve of the
Partnership  estimated to be $12.03 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
-------------------

         The Year 2000 Issue arises  because many  computerized  systems use two
digits rather than four to identify a year. Date sensitive systems may recognize
the Year 2000 as 1900 or some other date,  resulting in errors when  information
using Year 2000 dates is processed.  In addition,  similar problems may arise in
some systems which use certain dates in 1999 to represent something other than a
date. Although the change in date to the Year 2000 has occurred and no Year 2000
Issues have been identified,  it is not possible to conclude that all aspects of
the Year 2000  Issue  that may affect the  entity,  including  those  related to
customers, suppliers, or other third parties, have been fully resolved.

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

         None.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
         --------------------------------------------

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

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
         -----------------------------------------------------

         None

                                       14

<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP.
         ----------------------------------------------------

         The Partnership has no directors or executive officers.

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

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

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

         B. Wayne Hughes, age 66, a general partner of the Partnership, has been
a director of PSI since its  organization in 1980 and was President and Co-Chief
Executive  Officer from 1980 until November 1991 when he became  Chairman of the
Board and sole Chief Executive  Officer.  Mr. Hughes has been active in the real
estate  investment field for over 30 years. He is the father of B. Wayne Hughes,
Jr.

         Harvey Lenkin, age 63, has been employed by PSI for 22 years and became
President and a director of PSI in November 1991. Mr. Lenkin has been a director
of PS Business Parks,  Inc.  ("PSBP"),  an affiliated REIT, since March 16, 1998
and was President of PSBP  (formerly  Public  Storage  Properties XI, Inc.) from
1990  until  March 16,  1998.  He is a member of the Board of  Governors  of the
National Association of Real Estate Investment Trusts (NAREIT).

         Marvin M. Lotz,  age 57,  became a director of PSI in May 1999.  He 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.

         B. Wayne Hughes, Jr., age 40 became director of PSI in January 1998. He
has been  employed  by the  Company  since 1989 and has been a Vice  President -
Acquisitions of PSI since 1992. Mr. Hughes,  Jr. is involved in the coordination

                                       15

<PAGE>

and direction of PSI's acquisition and development activities.  He is the son of
B. Wayne Hughes.

         John Reyes, age 39, 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 61,  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 61, a certified public accountant, has been a Vice
President of PSI since 1980 and became Senior Vice  President of PSI in November
1995. He was Chief Financial Officer of PSI until November 1991.

         David  Goldberg,  age 50,  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 48,  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.  Singleyn,  age 38, 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 44,  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 60, has been President of American  Standard
Development Company and of Self-Storage  Management  Company,  which develop and
operate mini-warehouses,  since 1976 and 1977,  respectively.  Mr. Abernethy has
been a director  of PSI since its  organization  in 1980.  He is a member of the
board of trustees of Johns Hopkins  University,  a director of Marathon National
Bank and a California  Transportation  Commissioner.  Mr.  Abernethy is a former
member  of the  board  of  directors  of the  Los  Angeles  County  Metropolitan
Transportation  Authority  and  the  Metropolitan  Water  District  of  Southern
California   and  a  former   Planning   Commissioner   and   Telecommunications
Commissioner and former Vice-Chairman of the Economic Development  Commission of
the City of Los Angeles.

         Dann V. Angeloff, age 64, has been President of the Angeloff Company, a
corporate  financial  advisory  firm,  since  1976.  The  Angeloff  Company  has
rendered,  and is  expected  to  continue  to  render,  financial  advisory  and
securities  brokerage services for PSI. Mr. Angeloff is the general partner of a
limited partnership that owns a mini-warehouse operated by PSI and which secures
a note  owned  by PSI.  Mr.  Angeloff  has  been a  director  of PSI  since  its
organization in 1980. He is a director of AremisSoft Corporation, Balboa Capital
Corporation, Compensation Resource Group, Nicholas/Applegate Growth Equity Fund,

                                       16

<PAGE>

ReadyPac Produce, Inc., Royce Medical Company,  topjobs.net plc and WorldxChange
Communications, Inc. He was a director of SPI from 1989 until June 1996.

         William C. Baker,  age 66,  became a director of PSI in November  1991.
From January 1999 until June 1999,  Mr. Baker was President and Chief  Executive
Officer of Los Angeles Turf Club,  Incorporated,  which operates the Santa Anita
Racetrack and is  wholly-owned  subsidiary  of Magna  International  Inc.  Since
August 1998,  he has been  President of Meditrust  Operating  Company,  a paired
share real estate  investment  trust. From November 1997 until December 1998, he
was  Chairman  of the Board  and  Chief  Executive  Officer  of The Santa  Anita
Companies,  Inc., a wholly-owned subsidiary of Meditrust Operating Company which
then operated the Santa Anita  Racetrack.  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 Santa Anita Realty  Enterprises,
Inc.,  the companies  which were merged with  Meditrust in November  1997.  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 52,  became a director of PSI in February
1998.  Mr. Barrack has been the Chairman and Chief  Executive  Officer of Colony
Capital, Inc. since September,  1991. Colony Capital, Inc. is one of the largest
real estate investors in America, having acquired properties in the U.S., Europe
and Asia. Prior to founding Colony Capital, Inc., from 1987 to 1991, Mr. Barrack
was a principal with the Robert M. Bass Group,  Inc.,  the principal  investment
vehicle for Robert M. Bass of Fort Worth,  Texas. From 1985 to 1987, Mr. Barrack
was President of Oxford Ventures, Inc., a Canadian-based real estate development
company.  From  1984 to 1985 he was a  Senior  Vice  President  at E. F.  Hutton
Corporate  Finance in New York.  Mr.  Barrack was appointed by President  Ronald
Reagan as Deputy Under  Secretary at the U.S.  Department  of the Interior  from
1982 to 1983. Mr. Barrack currently is a director of Continental Airlines,  Inc.
and Kennedy-Wilson, Inc.

         Uri P.  Harkham,  age 51,  became a director of PSI in March 1993.  Mr.
Harkham  has been the  President  and Chief  Executive  Officer of the  Jonathan
Martin  Fashion  Group,  which  specializes  in  designing,   manufacturing  and
marketing  women's  clothing,  since its  organization in 1976.  Since 1978, Mr.
Harkham has been the Chairman of the Board of Harkham Properties,  a real estate
firm specializing in buying and managing fashion warehouses in Los Angeles.

         Daniel C. Staton, age 47, became a director of PSI on March 12, 1999 in
connection  with the merger of Storage  Trust Realty,  a real estate  investment
trust,  with PSI.  Mr.  Staton was  Chairman of the Board of Trustees of Storage
Trust  Realty from  February  1998 until March 12, 1999 and a Trustee of Storage
Trust Realty from  November 1994 until March 12, 1999. He is President of Walnut
Capital Partners,  an investment and venture capital company. Mr. Staton was the
Chief Operating Officer and Executive Vice President of Duke Realty Investments,
Inc. from 1993 to 1997 and a director of Duke Realty Investments, Inc. from 1993
until August 1999.  From 1981 to 1983, Mr. Staton was a principal  owner of Duke
Associates,  the predecessor of Duke Realty  Investments,  Inc. Prior to joining
Duke  Associates in 1981, he was a partner and general manager of his own moving
company,  Gateway Van & Storage, Inc. in St. Louis, Missouri. Form 1986 to 1988,
Mr. Staton served as president of the Greater Cincinnati Chapter of the National
Association of Industrial and Office Parks.

         Pursuant to Articles 16 and 17 of the Partnership's Amended Certificate
and Agreement of Limited  Partnership (the "Partnership  Agreement"),  a copy of
which is included in the Partnership's  prospectus included in the Partnership's
Registration Statement, File No. 2-95773, 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.

                                       17

<PAGE>

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

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

ITEM 11. EXECUTIVE COMPENSATION.
         -----------------------

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

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

         (a) At January 1, 1999, PSI beneficially  owned more than 5% or more of
the Units of the Partnership:

    Title                                            Amount of         Percent
     of                 Name and Address of          Beneficial          of
    Class                Beneficial Owner            Ownership          Class
--------------   -----------------------------   ------------------   --------
Units of         Public Storage, Inc.
Limited          701 Western Avenue
Partnership      Glendale, CA 91201-2394  (1)     91,193 Units (1)     61.62%
Interest

----------

(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.

                                       18

<PAGE>

         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, 1999,  PSI has the right to require
the Partnership to sell all of the Joint Venture's properties on these terms.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
         -----------------------------------------------

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

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

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

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

         During  1999,  approximately  $599,000  was paid to PSI with respect to
items 1, 2, and 3 above. The Partnership owns interests in 33 properties  (which
exclude  the  properties  transferred  to PSBPLP in  January  1997);  32 of such
properties are held in a general  partnership  comprised of the  Partnership and
PSI.

         The Partnership and the Joint Venture have a Management  Agreement with
PSI pursuant to which the  Partnership and the Joint Venture pay PSI a fee of 6%
of the gross revenues of the mini-warehouse  spaces operated for the Partnership
and the Joint Venture.  During 1999, the  Partnership and the Joint Venture paid
fees of $878,000 to PSI pursuant to the Management Agreement.

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

                                       19

<PAGE>

                                     PART IV

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

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

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

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

              3.   Exhibits: See Exhibit Index contained herein.

         (b)  Reports on Form 8-K:

              None

         (c)  Exhibits: See Exhibit Index contained herein.

                                       20

<PAGE>

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


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

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

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

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

27       Financial data schedule. Filed herewith.

                                       21

<PAGE>

                                   SIGNATURES

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

                               PS PARTNERS V, LTD.
                               a California Limited Partnership
Dated:  March 28, 2000         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 28, 2000
-----------------------------   Executive Officer of Public Storage, Inc. and
B. Wayne Hughes                 General Partner (principal executive officer)

/s/ Harvey Lenkin               President and Director                                March 28, 2000
-----------------------------   of Public Storage, Inc.
Harvey Lenkin

/s/ Marvin M. Lotz              Senior Vice President and Director                    March 28, 2000
-----------------------------   of Public Storage, Inc.
Marvin M. Lotz

/s/ B. Wayne Hughes, Jr.        Vice President and Director                           March 28, 2000
-----------------------------   of Public Storage, Inc.
B. Wayne Hughes, Jr.

/s/ John Reyes                  Senior Vice President and Chief Financial Officer     March 28, 2000
-----------------------------   of Public Storage, Inc. (principal financial
John Reyes                      officer and principal accounting officer)

/s/ Robert J. Abernethy         Director of Public Storage, Inc.                      March 28, 2000
-----------------------------
Robert J. Abernethy

/s/ Dann V. Angeloff            Director of Public Storage, Inc.                      March 28, 2000
-----------------------------
Dann V. Angeloff

                                Director of Public Storage, Inc.                      March 28, 2000
-----------------------------
William C. Baker

                                Director of Public Storage, Inc.                      March 28, 2000
-----------------------------
Thomas J. Barrack, Jr.

/s/ Uri P. Harkham              Director of Public Storage, Inc.                      March 28, 2000
-----------------------------
Uri P. Harkham

/s/ Daniel C. Staton            Director of Public Storage, Inc.                      March 28, 2000
-----------------------------
Daniel C. Staton

</TABLE>
                                       22

<PAGE>

                               PS PARTNERS V, LTD.
                        a California Limited Partnership

                          INDEX TO FINANCIAL STATEMENTS
                        AND FINANCIAL STATEMENT SCHEDULES

                                  (Item 14 (a))

                                                                         Page
                                                                      References
PS PARTNERS V, LTD.
     Report of Independent Auditors                                       F-1
     Financial Statements and Schedule:
       Balance  Sheets as of December  31, 1999 and 1998                  F-2
       For the years ended December 31, 1999, 1998 and 1997:
         Statements of Income                                            F-3
         Statements of Partners' Equity                                  F-4
         Statements of Cash Flows                                     F-5 - F-6
       Notes to Financial Statements                                  F-7 - F-11
       Schedule
         Schedule III - Real Estate and  Accumulated  Depreciation   F-12 - F-13

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

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

     SEI/PSP V JOINT VENTURES
         Report of  Independent  Auditors                                F-14
         Financial  Statements:
         Balance Sheets  as of  December  31,  1999 and 1998             F-15
         For the  years  ended December 31, 1999, 1998 and 1997:
           Statements of Income                                          F-16
           Statements of Partners' Equity                                F-17
           Statements of Cash Flows                                  F-18 - F-19
         Notes to Financial Statements                               F-20 - F-23
         Schedule
           Schedule III - Real Estate and Accumulated Depreciation   F-24 - F-26

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

                                       23

<PAGE>

                         Report of Independent Auditors



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


We have audited the balance sheets of PS Partners V, Ltd., a California  Limited
Partnership  as of  December  31, 1999 and 1998 and the  related  statements  of
income,  partners'  equity,  and cash  flows for each of the three  years in the
period ended December 31, 1999. Our audits also included the financial statement
schedule  listed in the Index at Item  14(a).  These  financial  statements  and
schedule  are  the   responsibility   of  the  Partnership's   management.   Our
responsibility  is to  express  an opinion  on these  financial  statements  and
schedule based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of PS  Partners  V, Ltd.,  a
California  Limited  Partnership,  at  December  31,  1999  and  1998,  and  the
consolidated  results of its operations and its cash flows for each of the three
years in the period ended  December  31, 1999,  in  conformity  with  accounting
principles  generally accepted in the United States.  Also, in our opinion,  the
related financial statement  schedule,  when considered in relation to the basic
financial statements taken as a whole,  presents fairly in all material respects
the information set forth therein.






                                                               ERNST & YOUNG LLP



February 14, 2000
Los Angeles, California

                                      F-1

<PAGE>

                               PS PARTNERS V, LTD.
                        a California Limited Partnership
                                 BALANCE SHEETS
                           December 31, 1999 and 1998

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

                                     ASSETS

<S>                                                               <C>                <C>
Cash and cash equivalents                                         $    2,295,000     $    2,702,000

Rent and other receivables                                                 1,000              1,000

Real estate facility, at cost:
     Land                                                                574,000            574,000
     Buildings and equipment                                             978,000            973,000
                                                               -------------------------------------
                                                                       1,552,000          1,547,000

     Less accumulated depreciation                                      (534,000)          (479,000)
                                                               -------------------------------------
                                                                       1,018,000          1,068,000

Investment in real estate entities                                    31,560,000         33,161,000

Other assets                                                               2,000              3,000
                                                               -------------------------------------

                                                                  $   34,876,000     $   36,935,000
                                                               =====================================


                        LIABILITIES AND PARTNERS' EQUITY

Accounts payable                                                  $      120,000     $       80,000

Advance payments from renters                                             10,000              9,000

Partners' equity:
     Limited partners' equity, $500 per unit, 148,000
         units authorized, issued and outstanding                     34,302,000         36,381,000
     General partners' equity                                            444,000            465,000
                                                               -------------------------------------

             Total partners' equity                                   34,746,000         36,846,000
                                                               -------------------------------------

                                                                  $   34,876,000     $   36,935,000
                                                               =====================================
</TABLE>
                            See accompanying notes.
                                      F-2

<PAGE>

                               PS PARTNERS V, LTD.
                        a California Limited Partnership
                              STATEMENTS OF INCOME
              For the years ended December 31, 1999, 1998, and 1997

<TABLE>
<CAPTION>
                                                                       1999               1998               1997
                                                                ---------------------------------------------------------

REVENUE:

<S>                                                               <C>                <C>                <C>
Rental income                                                     $       290,000    $       324,000    $       328,000
Equity in earnings of real estate entities                              3,792,000          3,494,000          3,056,000
Interest income                                                           117,000            112,000             36,000
                                                                --------------------------------------------------------
                                                                        4,199,000          3,930,000          3,420,000
                                                                --------------------------------------------------------

COSTS AND EXPENSES:

Cost of operations                                                        104,000            102,000             92,000
Management fees                                                            17,000             19,000             20,000
Depreciation and amortization                                              55,000             49,000             49,000
Administrative                                                            137,000            139,000            141,000
                                                                --------------------------------------------------------
                                                                          313,000            309,000            302,000
                                                                --------------------------------------------------------

NET INCOME                                                        $     3,886,000    $     3,621,000    $     3,118,000
                                                                ========================================================

Limited partners' share of net income
     ($21.99, $21.55, and $18.19 per unit in
     1999, 1998, and 1997, respectively)                          $     3,254,000    $     3,190,000    $     2,692,000
General partners' share of net income                                     632,000            431,000            426,000
                                                                --------------------------------------------------------
                                                                  $     3,886,000    $     3,621,000    $     3,118,000
                                                                ========================================================
</TABLE>
                            See accompanying notes.
                                      F-3

<PAGE>

                               PS PARTNERS V, LTD.
                        a California Limited Partnership
                         STATEMENTS OF PARTNERS' EQUITY
              For the years ended December 31, 1999, 1998, and 1997


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

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

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

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

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

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

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

Balances at December 31, 1999                                     $    34,302,000    $       444,000    $    34,746,000
                                                                ========================================================
</TABLE>
                            See accompanying notes.
                                      F-4

<PAGE>

                               PS PARTNERS V, LTD.
                        a California Limited Partnership
                            STATEMENTS OF CASH FLOWS
              For the years ended December 31, 1999, 1998, and 1997

<TABLE>
<CAPTION>
                                                                            1999               1998              1997
                                                                      -------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

    <S>                                                                  <C>               <C>                <C>
    Net income                                                           $    3,886,000    $    3,621,000     $    3,118,000

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

        Depreciation and amortization                                            55,000            49,000             49,000
        (Increase) decrease in rent and other receivables                             -            (1,000)            13,000
        Decrease in other assets                                                  1,000            11,000             14,000
        Increase (decrease)  in accounts payable                                 40,000            (2,000)           (15,000)
        Increase (decrease) in advance payments from renters                      1,000            (4,000)            (2,000)
        Equity in earnings of real estate entities                           (3,792,000)       (3,494,000)        (3,056,000)
                                                                      -------------------------------------------------------

             Total adjustments                                               (3,695,000)       (3,441,000)        (2,997,000)
                                                                      -------------------------------------------------------

             Net cash provided by operating activities                          191,000           180,000            121,000
                                                                      -------------------------------------------------------

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:

        Distributions from real estate entities                               5,393,000         5,523,000          4,695,000
        Additions to real estate facilities                                      (5,000)          (17,000)           (21,000)
                                                                      -------------------------------------------------------

             Net cash provided by investing activities                        5,388,000         5,506,000          4,674,000
                                                                      -------------------------------------------------------

CASH FLOWS USED IN FINANCING ACTIVITIES:

        Distributions to partners                                            (5,986,000)       (3,986,000)        (3,987,000)
                                                                      -------------------------------------------------------

             Net cash used in financing activities                           (5,986,000)       (3,986,000)        (3,987,000)
                                                                      -------------------------------------------------------

Net (decrease) increase in cash and cash equivalents                           (407,000)        1,700,000            808,000

Cash and cash equivalents at the beginning of the period                      2,702,000         1,002,000            194,000
                                                                      -------------------------------------------------------

Cash and cash equivalents at the end of the period                       $    2,295,000    $    2,702,000     $    1,002,000
                                                                      ========================================================
</TABLE>
                            See accompanying notes.
                                      F-5

<PAGE>

                               PS PARTNERS V, LTD.
                        a California Limited Partnership
                            STATEMENTS OF CASH FLOWS
              For the years ended December 31, 1999, 1998, and 1997
                                  (Continued)

<TABLE>
<CAPTION>
                                                                                  1999          1998           1997
                                                                              -------------------------------------------


Supplemental schedule of noncash investing and financing activities:


    <S>                                                                             <C>            <C>      <C>
    Investment in real estate entities                                              $-             $-       $(6,608,000)

    Transfer of real estate facility for interest in real estate entities,
    net                                                                              -              -         6,608,000

</TABLE>
                            See accompanying notes.
                                      F-6

<PAGE>

                               PS PARTNERS V, LTD.
                        a California Limited Partnership
                         NOTES TO FINANCIAL STATEMENTS
                               December 31, 1999

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

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

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

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

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

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

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

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

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

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

                                      F-7

<PAGE>

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

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

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

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

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

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

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

                  Property rents are recognized as earned.

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

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

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

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

                                      F-8

<PAGE>

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

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

                  Substantially  all of the real estate  facilities in which the
         Partnership has an interest were acquired prior to the time that it was
         customary  to  conduct   extensive   environmental   investigations  in
         connection with the property acquisitions. During the fourth quarter of
         1995,  an   independent   environmental   consulting   firm   completed
         environmental  assessments on the Partnership's and the Joint Venture's
         properties  to evaluate the  environmental  condition of, and potential
         environmental liabilities of such properties.  Although there can be no
         assurance,   the   Partnership  is  not  aware  of  any   environmental
         contamination of the Mini-Warehouse Properties which individually or in
         the aggregate would be material to the Partnership's  overall business,
         financial condition, or results of operations.

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

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

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

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

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

                  The Partnership Agreement provides for quarterly distributions
         of cash flow from operations (as defined).  Cash distributions per unit
         were $36.03,  $24.00 and $24.00 per year during 1999,  1998,  and 1997,
         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.

         Derivatives
         -----------

                  In June 1998, the Financial  Accounting Standards Board issued
         Statement No. 133,  Accounting for Derivative  Instruments  and Hedging
         Activities,  which is required to be adopted in years  beginning  after
         June 15, 2000.  Management does not anticipate that the adoption of the
         new Statement will have significant effect on earnings or the financial
         position of the Partnership.

                                      F-9

<PAGE>

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

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

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

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

                 During  1999,  1998,  and  1997,  the  Partnership   recognized
         earnings from the Real Estate  Entities of  $3,792,000,  $3,494,000 and
         $3,056,000,  respectively,  and received  cash  distributions  totaling
         $5,393,000,  $5,523,000,  and  $4,695,000,  respectively  from the Real
         Estate Entities.

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

                                                         1999           1998
                                                     ------------   ------------
For the year ended December 31,
    Total revenues                                   $144,013,000   $105,123,000
    Minority interest in income                        16,110,000     11,208,000
    Net income                                         48,380,000     36,453,000

At December 31,
    Total assets, net of accumulated depreciation    $961,360,000   $768,755,000
    Total liabilities                                  59,471,000     67,775,000
    Total minority interest                           289,949,000    153,015,000
    Total equity                                      611,940,000    547,965,000

                 The increase in the size of the combined financial position and
         operating  results,  respectively,  of the Real Estate Entities for the
         year ended December 31, 1999 and at December 31, 1999, respectively, as
         compared  to prior  periods,  is the  result of  additional  properties
         purchased by PSBPLP during 1998 and 1999.

                 Financial  statements  of the Joint  Venture are filed with the
         Partnership's  Form 10-K for 1999, in Item 14. PS Business Parks,  Inc.
         is a registrant  with the Securities and Exchange  Commission,  and its
         filings can be accessed through the Securities and Exchange Commission.

                                      F-10

<PAGE>

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

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

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

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

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

6.       Leases
         ------

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

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

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

                   Unaudited  taxable net income was $4,223,000,  $3,668,000 and
          $6,409,000  for the years  ended  December  31,  1999,  1998 and 1997,
          respectively. The difference between taxable income and book income is
          primarily related to timing differences in depreciation expense.

                                      F-11

<PAGE>

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

<TABLE>
<CAPTION>

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


    <S>                                                 <C>           <C>              <C>            <C>
    7/86      Colorado Springs/ Hollow Tree             $-            $574,000         $726,000       $252,000
                                                  ===============================================================
</TABLE>

<TABLE>
<CAPTION>

                                                                       Gross Carrying Amount
                                                                       At December 31, 1999
                                                  ----------------------------------------------------------------
    Date                                                              Building &                     Accumulated
  Acquired                Description                    Land        Improvements        Total      Depreciation
------------------------------------------------------------------------------------------------------------------


    <S>                                                  <C>             <C>           <C>               <C>
    7/86      Colorado Springs/ Hollow Tree              $574,000        $978,000      $1,552,000        $534,000
                                                  ================================================================
</TABLE>
                                      F-12

<PAGE>


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


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

<TABLE>
<CAPTION>
                       GROSS CARRYING COST RECONCILIATION

                                                          Years Ended December 31,
                                            -----------------------------------------------------
                                                  1999             1998              1997
                                            -----------------------------------------------------

<S>                                           <C>              <C>               <C>
Balance at beginning of the period            $   1,547,000    $   1,530,000     $  12,618,000

Additions during the period:
     Improvements, etc.                               5,000           17,000            21,000

Deductions during the period:
     Disposition of real estate                           -                -       (11,109,000)
                                            -----------------------------------------------------

Balance at the close of the period            $   1,552,000    $   1,547,000     $   1,530,000
                                            =====================================================


                     ACCUMULATED DEPRECIATION RECONCILIATION

                                                           Years Ended December 31,
                                             -----------------------------------------------------
                                                   1999             1998              1997
                                             -----------------------------------------------------

Balance at beginning of the period             $     479,000    $     430,000     $   4,882,000

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

Deductions during the period:
     Disposition of real estate                            -                -        (4,501,000)
                                             -----------------------------------------------------

Balance at the close of the period             $     534,000    $     479,000     $     430,000
                                             =====================================================
</TABLE>

(B)  The  aggregate  cost of real  estate for  Federal  income tax  purposes  is
     $1,584,000.

                                      F-13

<PAGE>

                         Report of Independent Auditors



The Partners
SEI/PSP V Joint Ventures


We have  audited  the  balance  sheets  of the  SEI/PSP V Joint  Ventures  as of
December  31,  1999 and 1998 and the  related  statements  of income,  partners'
equity and cash flows for each of the three years in the period  ended  December
31, 1999. Our audits also included the financial  statement  schedule  listed in
the  Index at Item 14 (a).  These  financial  statements  and  schedule  are the
responsibility  of the Joint  Ventures'  management.  Our  responsibility  is to
express an opinion  on these  financial  statements  and  schedule  based on our
audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of the SEI/PSP V Joint Ventures at
December 31, 1999 and 1998, and the results of its operations and cash flows for
each of the three years in the period ended  December 31,  1999,  in  conformity
with accounting principles generally accepted in the United States. Also, in our
opinion,  the related financial statement schedule,  when considered in relation
to the  basic  financial  statements  taken as a whole,  presents  fairly in all
material respects the information set forth therein.






                                                               ERNST & YOUNG LLP



February 14, 2000
Los Angeles, CA

                                      F-14

<PAGE>

                             SEI/PSP JOINT VENTURES
                        a California Limited Partnership
                                 BALANCE SHEETS
                           December 31, 1999 and 1998

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

                                     ASSETS


<S>                                                                      <C>                 <C>
Cash and cash equivalents                                                   $321,000            $312,000

Rent and other receivables                                                   108,000              89,000

Real estate facilities, at cost:
     Land                                                                 15,525,000          15,525,000
     Buildings and equipment                                              57,036,000          56,324,000
                                                                   --------------------------------------
                                                                          72,561,000          71,849,000

         Less accumulated depreciation                                   (32,006,000)        (29,144,000)
                                                                   --------------------------------------
                                                                          40,555,000          42,705,000

Investment in real estate entity                                          16,512,000          16,110,000

Other assets                                                                 123,000             125,000
                                                                   --------------------------------------

                                                                         $57,619,000         $59,341,000
                                                                   ======================================


                        LIABILITIES AND PARTNERS' EQUITY


Accounts payable                                                            $805,000            $866,000

Advance payments from renters                                                405,000             415,000

Partners' equity:
     PS Partners V, Ltd.                                                  24,663,000          26,379,000
     Public Storage, Inc.                                                 31,746,000          31,681,000
                                                                   --------------------------------------

Total partners' equity                                                    56,409,000          58,060,000
                                                                   --------------------------------------

                                                                         $57,619,000         $59,341,000
                                                                   ======================================
</TABLE>
                            See accompanying notes.
                                      F-15

<PAGE>

                            SEI/PSP V JOINT VENTURES
                        a California Limited Partnership
                              STATEMENTS OF INCOME
              For the years ended December 31, 1999, 1998, and 1997


<TABLE>
<CAPTION>
                                                                         1999              1998              1997
                                                                   -----------------------------------------------------

REVENUE:

<S>                                                                     <C>               <C>               <C>
Rental income                                                           $14,349,000       $13,932,000       $13,267,000
Equity in earnings of real estate entity                                  1,051,000           931,000           653,000
                                                                   -----------------------------------------------------
                                                                         15,400,000        14,863,000        13,920,000
                                                                   -----------------------------------------------------

COSTS AND EXPENSES:

Cost of operations                                                        4,552,000         4,316,000         4,031,000
Management fees                                                             861,000           836,000           796,000
Depreciation and amortization                                             2,862,000         2,658,000         2,570,000
                                                                   -----------------------------------------------------
                                                                          8,275,000         7,810,000         7,397,000
                                                                   -----------------------------------------------------


NET INCOME                                                               $7,125,000        $7,053,000        $6,523,000
                                                                   =====================================================


Partners' share of net income:
          PS Partners V, Ltd.'s share                                    $3,492,000        $3,229,000        $2,870,000
          Public Storage Inc.'s share                                     3,633,000         3,824,000         3,653,000
                                                                   -----------------------------------------------------
                                                                         $7,125,000        $7,053,000        $6,523,000
                                                                   =====================================================
</TABLE>
                            See accompanying notes.
                                      F-16

<PAGE>

                            SEI/PSP V JOINT VENTURES
                        a California Limited Partnership
                         STATEMENTS OF PARTNERS' EQUITY
              For the years ended December 31, 1999, 1998, and 1997


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

<S>                                                                  <C>                <C>                <C>
Balances at December 31, 1996                                        $30,221,000        $31,057,000        $61,278,000

Net income                                                             2,870,000          3,653,000          6,523,000

Distributions                                                         (4,620,000)        (3,375,000)        (7,995,000)

                                                              -----------------------------------------------------------
Balances at December 31, 1997                                         28,471,000         31,335,000         59,806,000

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

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

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

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

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

Balances at December 31, 1999                                        $24,663,000        $31,746,000        $56,409,000
                                                              ===========================================================
</TABLE>
                            See accompanying notes.
                                      F-17

<PAGE>

                            SEI/PSP V JOINT VENTURES
                        a California Limited Partnership
                            STATEMENTS OF CASH FLOWS
              For the years ended December 31, 1999, 1998, and 1997


<TABLE>
<CAPTION>
                                                                              1999            1998            1997
                                                                        -------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                        <C>             <C>             <C>
Net income                                                                 $7,125,000      $7,053,000      $6,523,000

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

         Depreciation and amortization                                       2,862,000        2,658,000       2,570,000
         (Increase) decrease in rent and other receivables                     (19,000)          (7,000)         65,000
         Decrease (increase) in other assets                                     2,000           (2,000)        132,000
         (Decrease) increase in accounts payable                               (61,000)         162,000          (5,000)
         (Decrease) increase in advance payments from renters                  (10,000)          22,000          (5,000)
         Equity in earnings of real estate entity                           (1,051,000)        (931,000)       (653,000)
                                                                        -------------------------------------------------

              Total adjustments                                              1,723,000        1,902,000       2,104,000
                                                                        -------------------------------------------------

              Net cash provided by operating activities                      8,848,000        8,955,000       8,627,000
                                                                        -------------------------------------------------

CASH FLOWS USED IN  INVESTING ACTIVITIES:

         Distributions from real estate entity                                 649,000          714,000         248,000
         Additions to real estate facilities                                  (712,000)        (794,000)       (903,000)
                                                                        -------------------------------------------------

              Net cash used in  investing activities                           (63,000)         (80,000)       (655,000)
                                                                        -------------------------------------------------

CASH FLOWS USED IN FINANCING ACTIVITIES:

         Distributions to partners                                          (8,776,000)      (8,799,000)     (7,995,000)
                                                                        -------------------------------------------------

              Net cash used in financing activities                         (8,776,000)      (8,799,000)     (7,995,000)
                                                                        -------------------------------------------------

Net increase (decrease) in cash and cash equivalents                             9,000           76,000         (23,000)

Cash and cash equivalents at the beginning of the period                       312,000          236,000         259,000
                                                                        -------------------------------------------------

Cash and cash equivalents at the end of the period                            $321,000         $312,000        $236,000
                                                                        =================================================
</TABLE>
                            See accompanying notes.
                                      F-18

<PAGE>

                            SEI/PSP V JOINT VENTURES
                        a California Limited Partnership
                            STATEMENTS OF CASH FLOWS
              For the years ended December 31, 1999, 1998, and 1997
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                  1999          1998          1997
                                                                              -------------------------------------------


Supplemental schedule of noncash investing and financing activities:


     <S>                                                                            <C>          <C>       <C>
     Investment in real estate entity                                               $-           $-        $(15,488,000)

     Transfer of real estate facility for interest in real estate entity, net        -            -          15,488,000

</TABLE>
                            See accompanying notes.
                                      F-19

<PAGE>

                            SEI/PSP V JOINT VENTURES
                        a California Limited Partnership
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999

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

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

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

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

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

                  The  financial  statements  include the  accounts of the Joint
         Venture.

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

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

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

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

                  Property rents are recognized as earned.

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

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

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

                                      F-20

<PAGE>

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

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

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

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

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

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

                  Substantially  all of the real estate  facilities in which the
         Joint Venture has an interest  were acquired  prior to the time that it
         was  customary to conduct  extensive  environmental  investigations  in
         connection with the property acquisitions. During the fourth quarter of
         1995,  an   independent   environmental   consulting   firm   completed
         environmental assessments on the Joint Venture's properties to evaluate
         the environmental condition of, and potential environmental liabilities
         of such  properties.  Although  there  can be no  assurance,  the Joint
         Venture  is  not  aware  of  any  environmental  contamination  of  the
         Mini-Warehouses  which  individually  or  in  the  aggregate  would  be
         material to the Joint Venture's overall business,  financial condition,
         or results of operations.

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

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

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

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

         Derivatives
         -----------

                  In June 1998, the Financial  Accounting Standards Board issued
         Statement No. 133,  Accounting for Derivative  Instruments  and Hedging
         Activities,  which is required to be adopted in years  beginning  after
         June 15, 2000.  Management does not anticipate that the adoption of the
         new Statement will have significant effect on earnings or the financial
         position of the Partnership.

                                      F-21

<PAGE>

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

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

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

4.       Investment in real estate entity
         --------------------------------

                  In  1999,  1998,  and  1997,  the  Joint  Venture   recognized
         $1,051,000, $931,000, and $653,000, respectively, in equity in earnings
         of real  estate  entities  with  respect to the  investment  in PSBPLP,
         described in Note 3 above.

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

                                                         1999          1998
                                                     ------------  ------------
For the year ended December 31,
    Total revenues                                   $128,613,000   $90,260,000
    Minority interest in income                        16,110,000    11,208,000
    Net income                                         41,255,000    29,400,000

At December 31,
    Total assets, net of accumulated depreciation    $903,741,000  $709,414,000
    Total liabilities                                  58,261,000    66,494,000
    Total minority interest                           289,949,000   153,015,000
    Total equity                                      555,531,000   489,905,000

                 The increase in the size of the combined financial position and
         operating results, respectively, of the Real Estate Entity for the year
         ended  December  31, 1999 and at December 31,  1999,  respectively,  as
         compared  to prior  periods,  is the  result of  additional  properties
         purchased by PSBPLP during 1998 and 1999.

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

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

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

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

                                      F-22

<PAGE>

6.       Leases
         ------

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

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

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

                  Unaudited  taxable net income was  $5,711,000,  $5,784,000 and
         $6,376,000  for the  years  ended  December  31,  1999,  1998 and 1997,
         respectively.  The difference between taxable income and book income is
         primarily related to timing differences in depreciation expense.

                                      F-23

<PAGE>

                            SEI/PSP V JOINT VENTURES
                        A CALIFORNIA LIMITED PARTNERSHIP
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION
<TABLE>
<CAPTION>
                                                                                                       Costs
                                                                           Initial Cost              subsequent
                                                                 --------------------------------- to acquisition
    Date                                                                            Building &       Building &
  Acquired                Description              Encumbrances        Land         Improvement     Improvements
------------------------------------------------------------------------------------------------------------------
<S>           <C>                                        <C>          <C>            <C>               <C>
10/85         San Antonio/ Wetmore Rd.                   $-           $306,000       $1,079,000        $449,000
10/85         San Antonio/ Callaghan                      -            288,000        1,016,000         363,000
10/85         San Antonio/ Zarzamora                      -            364,000        1,281,000         419,000
10/85         San Antonio/ Hackberry                      -            388,000        1,367,000         384,000
10/85         San Antonio/ Fredericksburg                 -            287,000        1,009,000         402,000
10/85         Dallas/ S. Westmoreland                     -            474,000        1,670,000         224,000
10/85         Dallas/ Alvin St.                           -            359,000        1,266,000         209,000
10/85         Fort Worth/ W. Beach St.                    -            356,000        1,252,000         182,000
10/85         Fort Worth/ E. Seminary                     -            382,000        1,346,000         196,000
10/85         Fort Worth/ Cockrell St.                    -            323,000        1,136,000         194,000
11/85         Everett/ Evergreen                          -            706,000        2,294,000         518,000
11/85         Seattle/ Empire Way                         -          1,652,000        5,348,000         689,000
12/85         Amherst/ Niagra Falls                       -            132,000          701,000         261,000
12/85         West Sams Blvd.                             -            164,000        1,159,000        (242,000)
3/86          Jacksonville/ Wiley                         -            140,000          510,000         267,000
12/85          MacArthur Rd.                              -            204,000        1,628,000         164,000
2/86          Costa Mesa/ Pomona                          -          1,405,000        1,520,000         356,000
12/85         Brockton/ Main                              -            153,000        2,020,000        (221,000)
1/86          Mapleshade/ Rudderow                        -            362,000        1,811,000         283,000
1/86          Bordentown/ Groveville                      -            196,000          981,000         181,000
12/85         Eatontown/ Hwy 35                           -            308,000        4,067,000         503,000
2/86          Brea/ Imperial Hwy                          -          1,069,000        2,165,000         401,000
12/85         Denver/ Leetsdale                           -            603,000          847,000         215,000
2/86          Skokie/ McCormick                           -            638,000        1,912,000         256,000
1/86          Sun Valley/ Sheldon                         -            544,000        1,836,000         360,000
3/86          St. Louis/ Forder                           -            517,000        1,133,000         273,000
1/86          Las Vegas/ Highland                         -            432,000          848,000         247,000
5/86          Westlake Village                            -          1,205,000          995,000         219,000
</TABLE>

<TABLE>
<CAPTION>
                                                                      Gross Carrying Amount
                                                                      At December 31, 1999
                                                    ---------------------------------------------------------------
    Date                                                               Building &                     Accumulated
  Acquired                Description                     Land        Improvements        Total      Depreciation
-------------------------------------------------------------------------------------------------------------------
<S>           <C>                                         <C>           <C>             <C>               <C>
10/85         San Antonio/ Wetmore Rd.                    $306,000      $1,528,000      $1,834,000        $836,000
10/85         San Antonio/ Callaghan                       288,000       1,379,000       1,667,000         775,000
10/85         San Antonio/ Zarzamora                       364,000       1,700,000       2,064,000         940,000
10/85         San Antonio/ Hackberry                       388,000       1,751,000       2,139,000         972,000
10/85         San Antonio/ Fredericksburg                  287,000       1,411,000       1,698,000         799,000
10/85         Dallas/ S. Westmoreland                      474,000       1,894,000       2,368,000       1,058,000
10/85         Dallas/ Alvin St.                            359,000       1,475,000       1,834,000         819,000
10/85         Fort Worth/ W. Beach St.                     356,000       1,434,000       1,790,000         808,000
10/85         Fort Worth/ E. Seminary                      382,000       1,542,000       1,924,000         873,000
10/85         Fort Worth/ Cockrell St.                     323,000       1,330,000       1,653,000         751,000
11/85         Everett/ Evergreen                           706,000       2,812,000       3,518,000       1,649,000
11/85         Seattle/ Empire Way                        1,652,000       6,037,000       7,689,000       3,433,000
12/85         Amherst/ Niagra Falls                        132,000         962,000       1,094,000         560,000
12/85         West Sams Blvd.                              164,000         917,000       1,081,000         520,000
3/86          Jacksonville/ Wiley                          140,000         777,000         917,000         425,000
12/85          MacArthur Rd.                               204,000       1,792,000       1,996,000       1,014,000
2/86          Costa Mesa/ Pomona                         1,405,000       1,876,000       3,281,000       1,062,000
12/85         Brockton/ Main                               153,000       1,799,000       1,952,000       1,029,000
1/86          Mapleshade/ Rudderow                         362,000       2,094,000       2,456,000       1,159,000
1/86          Bordentown/ Groveville                       196,000       1,162,000       1,358,000         633,000
12/85         Eatontown/ Hwy 35                            308,000       4,570,000       4,878,000       2,558,000
2/86          Brea/ Imperial Hwy                         1,069,000       2,566,000       3,635,000       1,442,000
12/85         Denver/ Leetsdale                            603,000       1,062,000       1,665,000         605,000
2/86          Skokie/ McCormick                            638,000       2,168,000       2,806,000       1,191,000
1/86          Sun Valley/ Sheldon                          544,000       2,196,000       2,740,000       1,234,000
3/86          St. Louis/ Forder                            517,000       1,406,000       1,923,000         777,000
1/86          Las Vegas/ Highland                          432,000       1,095,000       1,527,000         615,000
5/86          Westlake Village                           1,205,000       1,214,000       2,419,000         680,000
</TABLE>
                                      F-24

<PAGE>

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

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

<S>           <C>                                        <C>          <C>            <C>               <C>
2/86          Colorado Springs/ Sinton                   $-           $535,000       $1,115,000        $234,000
2/86          Oklahoma City/ Penn                         -            146,000          829,000         180,000
2/86          Oklahoma City/ 39th Expressway              -            238,000          812,000         323,000
4/86          Reno/ Telegraph                             -            649,000        1,051,000         543,000
                                                  ----------------------------------------------------------------

                      TOTAL                              $-        $15,525,000      $48,004,000      $9,032,000
                                                  ================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                    Gross Carrying Amount
                                                                    At December 31, 1999
                                                  --------------------------------------------------------------
    Date                                                             Building &                     Accumulated
  Acquired                Description                   Land        Improvements        Total      Depreciation
-----------------------------------------------------------------------------------------------------------------

<S>           <C>                                       <C>           <C>             <C>               <C>
2/86          Colorado Springs/ Sinton                  $535,000      $1,349,000      $1,884,000        $731,000
2/86          Oklahoma City/ Penn                        146,000       1,009,000       1,155,000         552,000
2/86          Oklahoma City/ 39th Expressway             238,000       1,135,000       1,373,000         621,000
4/86          Reno/ Telegraph                            649,000       1,594,000       2,243,000         885,000
                                                  ---------------------------------------------------------------

                      TOTAL                          $15,525,000     $57,036,000     $72,561,000     $32,006,000
                                                  ===============================================================
</TABLE>
                                      F-25

<PAGE>

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


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

<TABLE>
<CAPTION>
                       GROSS CARRYING COST RECONCILIATION

                                                              Years Ended December 31,
                                                -----------------------------------------------------
                                                      1999             1998              1997
                                                -----------------------------------------------------

<S>                                               <C>              <C>               <C>
Balance at beginning of the period                $  71,849,000    $  71,055,000     $  93,090,000

Additions during the period:
     Improvements, etc.                                 712,000          794,000           903,000

Deductions during the period:
     Disposition of real estate                               -                -       (22,938,000)
                                                -----------------------------------------------------

Balance at the close of the period                $ 72,561,000     $  71,849,000     $  71,055,000
                                                =====================================================


                     ACCUMULATED DEPRECIATION RECONCILIATION

                                                              Years Ended December 31,
                                                -----------------------------------------------------
                                                      1999             1998              1997
                                                -----------------------------------------------------

Balance at beginning of the period                $  29,144,000    $  26,486,000     $  31,366,000

Additions during the period:
     Depreciation                                     2,862,000        2,658,000         2,570,000

Deductions during the period:
     Disposition of real estate                               -                -        (7,450,000)
                                                -----------------------------------------------------

Balance at the close of the period                $  32,006,000    $  29,144,000     $  26,486,000
                                                =====================================================
</TABLE>

(B)  The  aggregate  cost of real  estate for  Federal  income tax  purposes  is
     $72,976,000.

                                      F-26