Exhibit 10.56


                           FORM OF INDEMNITY AGREEMENT

         THIS INDEMNITY AGREEMENT (the "Agreement") is made as of this _____ day
of  __________,  200__  by  and  between  Public  Storage,  Inc.,  a  California
corporation (the "Company") and __________________________, an executive officer
of the Company ("Indemnitee").

                                    RECITALS

         A. Both the Company and  Indemnitee  recognize  the  increased  risk of
litigation  and other claims  currently  being  asserted  against  directors and
officers of corporations.

         B. In  recognition  of  Indemnitee's  need for  substantial  protection
against  personal  liability  in order to  enhance  Indemnitee's  continued  and
effective  service to the Company,  and in order to induce Indemnitee to provide
services to the Company as a director and officer, the Company wishes to provide
in this  Agreement for the  indemnification  of and the advancing of expenses to
Indemnitee to the fullest extent (whether partial or complete)  permitted by law
and as set forth in this Agreement,  and, to the extent insurance is maintained,
for the coverage of  Indemnitee  under the  Company's  directors'  and officers'
liability insurance policies.

                                    AGREEMENT

         In  consideration  of  the  foregoing   recitals  and  of  Indemnitee's
continuing to serve the Company and  intending to be legally  bound hereby,  the
parties agree as follows:

         1.       CERTAIN DEFINITIONS.

                  As used in this Agreement the following terms shall have the
meanings set forth in this section:

                           (a)  Expenses:  any  expense,   liability,  or  loss,
              including  attorneys' fees,  judgments,  fines, ERISA excise taxes
              and  penalties,  amounts  paid or to be paid  in  settlement,  any
              interest,  assessments,  or other charges imposed thereon, and any
              federal, state, local, or foreign taxes imposed as a result of the
              actual or deemed  receipt of any  payments  under this  Agreement,
              paid or  incurred in  connection  with  investigating,  defending,
              being a witness in, or participating in (including on appeal),  or
              preparing for any of the foregoing in, any Proceeding  relating to
              any Indemnifiable Event.

                           (b) Indemnifiable Event: any event or occurrence that
              takes  place  either  prior  to or  after  the  execution  of this
              Agreement,  related to  Indemnitee's  service  as a  director  and
              officer of the Company or an affiliate,  or, at the request of the
              Company,  as a director,  officer,  employee,  trustee,  agent, or
              fiduciary of another foreign or domestic corporation, partnership,
              joint venture,  employee benefit plan, trust, or other enterprise,
              or as a  director,  officer,  employee,  or agent of a foreign  or
              domestic  corporation  that was a predecessor  corporation  of the
              Company  or  of  another   enterprise   at  the  request  of  such
              predecessor  corporation,  or related to anything done or not done
              by  Indemnitee in any such  capacity,  whether or not the basis of
              the  Proceeding  is alleged  action in an  official  capacity as a
              director,  officer,  employee,  or agent or in any other  capacity
              while serving as a director,  officer,  employee,  or agent of the
              Company, as described above.

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                           (c)  Proceeding:  (i)  any  threatened,  pending,  or
              completed action, suit, or proceedings,  whether civil,  criminal,
              administrative,  investigative  or  other,  or (ii)  any  inquiry,
              hearing, or investigation, whether conducted by the Company or any
              other party,  that Indemnitee in good faith believes might lead to
              the institution of any such action, suit or proceeding.

         2.       AGREEMENT TO INDEMNIFY.

                           (a) General Agreement.  If Indemnitee becomes a party
              to or witness or other participant in, or is threatened to be made
              a party to or witness or other  participant  in any  Proceeding by
              reason  of (or  arising  in part out of) an  Indemnifiable  Event,
              Indemnitee  shall be indemnified  and held harmless by the Company
              from and  against  any and all  Expenses  actually  or  reasonably
              incurred  or  suffered  by  Indemnitee  in  connection  with  such
              Proceeding  to the fullest  extent  permitted  by law, as the same
              exists or may hereafter be amended or interpreted (but in the case
              of any such amendment or  interpretation,  only to the extent that
              such  amendment or  interpretation  permits the Company to provide
              broader indemnification rights than were permitted prior thereto).
              The Company shall also cooperate  fully with Indemnitee and render
              such  assistance  as  Indemnitee  may  reasonably  require  in the
              defense of any Proceeding in which Indemnitee was or is a party or
              is  threatened  to be made a party,  and shall make  available  to
              Indemnitee   and  his  counsel  all   information   and  documents
              reasonably available to it which relate to the subject of any such
              Proceeding.  The parties hereto intend that this  Agreement  shall
              provide for  indemnification in excess of that expressly permitted
              by statute,  including,  without  limitation,  any indemnification
              provided by the Company's  Articles of Incorporation,  its Bylaws,
              or vote of its shareholders or disinterested directors.

                           (b)  Statutory  Limitation  on  Indemnification.  The
              parties  intend to  indemnify  Indemnitee  to the  fullest  extent
              permitted  by  law.  The  General  Corporation  Law of  California
              presently prohibits  indemnification in an action brought by or in
              the right of the corporation for breach of a director's  duties to
              the  corporation  and its  shareholders  (i) for acts or omissions
              that  involve  intentional  misconduct  or a knowing and  culpable
              violation of law,  (ii) for acts or omissions  that an  Indemnitee
              believes to be contrary  to the best  interests  of the Company or
              its  shareholders or that involve the absence of good faith on the
              part of the Indemnitee,  (iii) for any  transaction  from which an
              Indemnitee derived an improper personal benefit,  (iv) for acts or
              omissions that show a reckless disregard for the Indemnitee's duty
              to the Company or its shareholders, (v) for acts or omissions that
              constitute an unexcused  pattern of inattention that amounts to an
              abdication  of  the  Indemnitee's  duty  to  the  Company  or  its
              shareholders,  (vi) under  Section 310 of the General  Corporation
              Law of  California  or  (vii)  under  Section  316 of the  General
              Corporation  Law of  California.  The General  Corporation  Law of
              California   also   presently    prohibits    indemnification   in
              circumstances  in  which  indemnity  is  expressly  prohibited  by
              Section 317 of the General  Corporation Law of California.  To the
              extent that the General  Corporation  Law of California is amended
              or   interpreted   to  permit  the  Company  to  provide   broader
              indemnification  rights  than  are  now  permitted,   the  parties
              contemplate   that   this   Agreement,    without   amendment   or
              modification,  shall encompass such broadened  powers to indemnify
              and  that  Indemnitee  shall  be  entitled  hereunder  to any such
              broadened indemnification rights.

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                           (c)   Initiation   of   Proceeding.   Notwithstanding
              anything in this Agreement to the contrary,  Indemnitee  shall not
              be  entitled to  indemnification  pursuant  to this  Agreement  in
              connection with any Proceeding initiated by Indemnitee against the
              Company or any  director or officer of the Company  unless (i) the
              Company has joined in or the Board of Directors  has  consented to
              the initiation of such  Proceeding,  or (ii) the Proceeding is one
              to enforce indemnification rights.

                           (d) Expense Advances. Expenses incurred by Indemnitee
              in  defending  any  Proceeding  relating in whole or in part to an
              Indemnifiable  Event shall be advanced by the Company prior to the
              final  disposition  of any such  Proceeding  upon  receipt  by the
              Company of an  undertaking  by or on behalf of Indemnitee to repay
              all amounts so advanced if it should be determined ultimately that
              Indemnitee is not entitled to be indemnified  under this Agreement
              or otherwise.

                           (e) Mandatory  Indemnification.  Notwithstanding  any
              other  provision  of  this  Agreement,  (i)  to  the  extent  that
              Indemnitee  has been  successful  on the  merits in defense of any
              Proceeding  relating in whole or in part to an Indemnifiable Event
              or in defense of any issue or matter therein,  Indemnitee shall be
              indemnified against all Expenses incurred in connection  therewith
              and (ii) if the monetary  liability of  Indemnitee in a Proceeding
              brought by the Company or by a shareholder  suing  derivatively on
              behalf of the Company may be eliminated pursuant to Section 204(a)
              of the General Corporation Law of California,  Indemnitee shall be
              indemnified against all Expenses incurred in connection therewith.

                           (f)  Partial   Indemnification.   If   Indemnitee  is
              entitled under any provision of this Agreement to  indemnification
              by the  Company  for  some or a  portion  of  Expenses,  but  not,
              however,   for  the  total  amount  thereof,   the  Company  shall
              nevertheless indemnify Indemnitee for the portion thereof to which
              Indemnitee is entitled.

         3.       NOTIFICATION AND DEFENSE OF PROCEEDING.

                           (a) Notice.  Promptly  after receipt by Indemnitee of
              notice of the commencement of any Proceeding,  Indemnitee will, if
              a claim in respect thereof is to be made against the Company under
              this Agreement,  notify the Company of the  commencement  thereof;
              but the omission so to notify the Company will not relieve it from
              any liability that it may have to Indemnitee.

                           (b)  Defense.  With respect to any  Proceeding  as to
              which Indemnitee notifies the Company of the commencement thereof,
              the Company will be entitled to  participate  in the Proceeding to
              the full extent permitted by law and at its own expense, when, and
              only to the  extent  that the  Company,  in its  sole  discretion,
              chooses to so  participate.  The Indemnitee  shall cooperate fully
              with the  Company and render  such  assistance  as the Company may
              reasonably  require  in the  Company's  participation  in any such
              Proceeding and shall make available to the Company and its counsel
              all information and documents  reasonably  available to Indemnitee
              which relate to the subject of such Proceeding.  The Company shall
              not be liable to indemnify  the  Indemnitee  under this  Agreement
              with regard to any  judicial  award if the Company was not given a
              reasonable and timely opportunity,  at its expense, to participate
              in the defense of such action; the Company's  liability  hereunder
              shall not be excused if  participation  in the  Proceeding  by the
              Company was barred.

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                           (c)  Settlement  of Claims.  The Company shall not be
              liable to indemnify  Indemnitee  under this Agreement or otherwise
              for any amounts  paid in  settlement  of any  Proceeding  effected
              without  the  Company's  written  consent;  the  Company  will not
              unreasonably withhold its consent to any proposed settlement.

         4. REMEDY TO ENFORCE RIGHT TO INDEMNIFICATION. If a claim for indemnity
under  Section 2 of this  Agreement  is not paid in full by the  Company  within
ninety days after a written claim has been  received by the Company,  Indemnitee
may at any time thereafter  bring suit against the Company to recover the unpaid
amount of the claim,  together with interest thereon, and if successful in whole
or in  part,  Indemnitee  shall  also be  entitled  to be paid  the  expense  of
prosecuting  such  claim,  including  reasonable  attorneys'  fees  incurred  in
connection  therewith.  It shall be a defense to any such action  (other than an
action  brought  to  enforce a claim for  Expenses  incurred  in  defending  any
Proceeding in advance of its final  disposition  where the required  undertaking
has been tendered to the Company) that  Indemnitee  has not met the standards of
conduct  which  make  it  permissible  under  the  General  Corporation  Law  of
California for the Company to indemnify  Indemnitee for the amount claimed,  but
the  burden of  proving  such a defense  shall be on the  Company.  Neither  the
failure of the Company (or of its full Board of Directors, its directors who are
not parties to the Proceeding with respect to which  indemnification is claimed,
its  shareholders,  or independent  legal counsel) to have made a  determination
prior  to  the  commencement  of an  action  pursuant  to  this  Section  4 that
indemnification of Indemnitee is proper in the circumstances  because Indemnitee
has met the applicable  standard of conduct set forth in the General Corporation
Law of  California,  nor an actual  determination  by any such person or persons
that  Indemnitee  has not met such  applicable  standard of conduct,  shall be a
defense to such action or create a presumption  that  Indemnitee has not met the
applicable standard of conduct.

         5. CONTRACT RIGHT NOT EXCLUSIVE. The rights conferred by this Agreement
shall not be exclusive of any other right which Indemnitee may have or hereafter
acquire under the General  Corporation Law of California,  the California  Labor
Code or any other statute,  or any provision contained in the Company's Articles
of  Incorporation  or  Bylaws,  or any  agreement,  or  pursuant  to a  vote  of
shareholders or disinterested directors, or otherwise.

         6. INSURANCE. The Company may purchase and maintain insurance on behalf
of its directors and officers against any liability asserted against or incurred
by any of them by reason of the fact that such  person is or was a  director  or
officer  of the  Company  whether  or not the  Company  would  have the power to
indemnify such persons against such liability under the General  Corporation Law
of California.

         7.  AMENDMENT  OF  THIS  AGREEMENT.  No  supplement,  modification,  or
amendment of this Agreement  shall be binding unless executed in writing by both
of the parties hereto.  Unless otherwise  consented to in writing by Indemnitee,
any  amendment  to this  Agreement  shall  apply  only to acts or  omissions  of
Indemnitee  after such  amendment is executed by Indemnitee  but such  amendment
shall not affect Indemnitee's rights hereunder with respect to acts or omissions
occurring  prior  thereto.  No waiver of any of the provisions of this Agreement
shall  operate  as a waiver  of any  other  provisions  hereof  (whether  or not
similar),  nor shall such  waiver  constitute  a  continuing  waiver.  Except as
specifically  provided herein, no failure to exercise or any delay in exercising
any right or remedy hereunder shall constitute a waiver thereof.

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         8. AMENDMENT OF ARTICLES OF INCORPORATION, BYLAWS. The Company shall be
entitled to amend or repeal its Articles of  Incorporation or Bylaws or both but
any amendment which reduces or eliminates  Indemnitee's right to indemnification
shall apply only to acts or  omissions  of  Indemnitee  after such  amendment is
effective and such amendment shall not affect  Indemnitee's  rights with respect
to acts or omissions occurring prior to the effectiveness of such amendment.  If
the Company amends its Articles of Incorporation or Bylaws or both to permit the
Company to provide broader  indemnification  than currently  permitted under the
Articles of  Incorporation  or Bylaws or both,  Indemnitee  shall be entitled to
such broadened indemnification rights to the fullest extent permitted by law.

         9.  TERMINATION.  This Agreement may be terminated by a writing to that
effect  executed by the Company and delivered to  Indemnitee;  such  termination
shall  apply  only to acts or  omissions  of  Indemnitee  after  such  notice is
delivered  to  Indemnitee  but such  termination  shall not affect  Indemnitee's
rights  hereunder  with respect to acts or omissions  occurring  prior  thereto.
Indemnitee  shall not forfeit  Indemnitee's  status as a beneficiary  under this
Agreement by the termination of Indemnitee's position with the Company.

         10. NO DUPLICATION  OF PAYMENTS.  The Company shall not be liable under
this  Agreement  to make any payment in  connection  with any claim made against
Indemnitee to the extent  Indemnitee has otherwise  received  payment (under any
insurance policy,  Bylaw, or otherwise) of the amounts  otherwise  indemnifiable
hereunder.

         11. BINDING  EFFECT.  This Agreement shall be binding upon and inure to
the benefit of and be  enforceable  by the parties  hereto and their  respective
successors  (including  any direct or indirect  successor by  purchase,  merger,
consolidation,  or otherwise to all or substantially  all of the business and/or
assets of the Company),  spouses, heirs, and personal and legal representatives.
The Company shall require and cause any successor (whether direct or indirect by
purchase, merger,  consolidation,  or otherwise) to all, substantially all, or a
substantial  part,  of the business  and/or  assets of the  Company,  by written
agreement in form and substance satisfactory to Indemnitee,  expressly to assume
and agree to perform  this  Agreement  in the same manner and to the same extent
that the Company  would be required to perform if no such  succession  had taken
place.  The  indemnification  provided under this Agreement shall continue as to
Indemnitee  for any action  taken or not taken while  serving in an  indemnified
capacity  pertaining to an Indemnifiable Event even though he may have ceased to
serve in such capacity at the time of any Proceeding.

         12.  SEVERABILITY.  If any  provision  (or  portion  thereof)  of  this
Agreement  shall be held by a court of  competent  jurisdiction  to be  invalid,
void,  or  otherwise  unenforceable,   the  remaining  provisions  shall  remain
enforceable to the fullest extent permitted by law. Furthermore,  to the fullest
extent  possible,   the  provisions  of  this  Agreement   (including,   without
limitation,  each portion of this Agreement  containing any provision held to be
invalid, void, or otherwise unenforceable,  that is not itself invalid, void, or
unenforceable)  shall be construed so as to give effect to the intent manifested
by the provision held invalid, void, or unenforceable.

         13.  GOVERNING LAW. This  Agreement  shall be governed by and construed
and enforced in accordance  with the laws of the State of California  applicable
to contracts made and to be performed in such State without giving effect to the
principles of conflicts of laws.

         14. NOTICES. All notices, demands, and other communications required or
permitted  hereunder  shall be made in writing  and shall be deemed to have been
duly given if delivered by hand,  against receipt,  or mailed,  postage prepaid,
certified or registered  mail,  return receipt  requested,  and addressed to the
Company at:

                                       Public Storage, Inc.
                                       701 Western Avenue
                                       Glendale, California 91201-2397
                                       Attn:

and to Indemnitee at:

                                       701 Western Avenue
                                       Glendale, California 91201-2397

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<PAGE>

         Notice  of  change  of  address  shall be  effective  only when done in
accordance with this Section.  All notices  complying with this Section shall be
deemed to have been  received on the date of  delivery or on the third  business
day after mailing.

         IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day specified above.

                       PUBLIC STORAGE, INC.



                       By: ____________________________________
                              Name: ____________________
                              Title: ___________________


                       INDEMNITEE



                       ------------------------------------------
                       Name:  __________________________

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