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 For the fiscal year ended December 31, 2000
                                  -----------------

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

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

Commission File Number: 1-8389
                        ------

                              PUBLIC STORAGE, INC.
                              --------------------
             (Exact name of registrant as specified in its charter)

               California                                       95-3551121
----------------------------------------                  ----------------------
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                       Identification Number)


701 Western Avenue, Glendale, California                        91201-2349
----------------------------------------                  ----------------------
(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:

<TABLE>
<CAPTION>
                                                                                          Name of each exchange
                                  Title of each class                                      on which registered
--------------------------------------------------------------------------------     --------------------------------
<S>                                                                                      <C>
10% Cumulative Preferred Stock, Series A, $.01 par value........................         New York Stock Exchange
9.20% Cumulative Preferred Stock, Series B, $.01 par value......................         New York Stock Exchange
Adjustable Rate Cumulative Preferred Stock, Series C, $.01 par value............         New York Stock Exchange
9.50% Cumulative Preferred Stock, Series D, $.01 par value......................         New York Stock Exchange
10% Cumulative Preferred Stock, Series E, $.01 par value........................         New York Stock Exchange
9.75% Cumulative Preferred Stock, Series F, $.01 par value......................         New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8-7/8% Cumulative
     Preferred Stock, Series G, $.01 par value..................................         New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8.45% Cumulative
     Preferred Stock, Series H, $.01 par value..................................         New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8-5/8% Cumulative
     Preferred Stock, Series I, $.01 par value..................................         New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8% Cumulative
     Preferred Stock, Series J, $.01 par value..................................         New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8-1/4% Cumulative
     Preferred Stock, Series K, $.01 par value..................................         New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8-1/4% Cumulative
     Preferred Stock, Series L, $.01 par value..................................         New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8.75% Cumulative
     Preferred Stock, Series M, $.01 par value..................................         New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a Share of 8.600% Cumulative
     Preferred Stock, Series Q, $.01 par value..................................         New York Stock Exchange

Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock, Series A,
     $.01 par value.............................................................         New York Stock Exchange

Common Stock, $.10 par value....................................................         New York Stock Exchange,
                                                                                             Pacific Exchange

</TABLE>

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

                                      None
                                ----------------
                                (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.

                                [ X ] Yes [ ] No
<PAGE>

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

The  aggregate  market value of the voting stock held by non - affiliates of the
registrant as of March 14, 2001:

Common Stock, $0.10 Par Value - $2,027,903,807  (computed on the basis of $25.85
per share which was the  reported  closing  sale price of the  Company's  Common
Stock on the New York Stock Exchange on March 14, 2001).

Depositary Shares Each Representing  1/1,000 of a Share of Equity Stock,  Series
A,  $.01 Par Value -  $106,048,536  (computed  on the basis of $24.70  per share
which  was the  reported  closing  sale  price  of the  Depositary  Shares  Each
Representing  1/1,000 of a Share of Equity Stock, Series A on the New York Stock
Exchange on March 14, 2001)

The number of shares outstanding of the registrant's  classes of common stock as
of March 15, 2001:

Common Stock, $.10 Par Value - 120,287,574 shares
-------------------------------------------------

Class B Common Stock, $.10 Par Value - 7,000,000 shares
-------------------------------------------------------

Depositary Shares Each Representing  1/1,000 of a Share of Equity Stock,  Series
--------------------------------------------------------------------------------
A, $.01 Par Value - 5,635,602 depositary shares  (representing  5,635.602 shares
--------------------------------------------------------------------------------
of Equity Stock, Series A)
--------------------------

Equity Stock, Series AA, $.01 Par Value - 225,000 shares
--------------------------------------------------------

Equity Stock, Series AAA, $.01 Par Value - 4,289,544 shares
-----------------------------------------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions  of the proxy  statement  to be filed in  connection  with the
annual  shareholders'  meeting to be held in 2001 are  incorporated by reference
into Part III.

                                       2

<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  Company  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 storage and
commercial  facilities,  which could  impact rents and  occupancy  levels at the
Company's facilities;  the Company's ability to evaluate,  finance and integrate
acquired and developed  properties into the Company's existing  operations;  the
Company'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 Real
Estate  Investment  Trusts;  the  acceptance  by consumers of the  containerized
storage concept; the impact of general economic conditions upon rental rates and
occupancy levels at the Company's facilities;  and the availability of permanent
capital at attractive rates.

GENERAL
-------

         Public  Storage,   Inc.  (the  "Company")  is  an  equity  real  estate
investment  trust  ("REIT")  organized  as  a  corporation  under  the  laws  of
California on July 10, 1980. We are a fully  integrated,  self-administered  and
self-managed real estate investment trust ("REIT") that acquires, develops, owns
and  operates  storage  facilities.  We are the  largest  owner and  operator of
storage space in the United States with direct and indirect  equity  investments
in 1,361 storage facilities containing approximately 81.3 million square feet of
net rentable  space at December 31, 2000.  Our common stock is traded on the New
York Stock Exchange under the symbol "PSA". We also have a significant ownership
in PS Business Parks, Inc., which, as of December 31, 2000, owned 140 commercial
properties containing  approximately 12.6 million rentable square feet of space.
PS  Business  Parks,  Inc.  is a public REIT whose  common  stock  trades on the
American Stock Exchange under the symbol "PSB."

         We have elected to be taxed as a REIT under the  Internal  Revenue Code
of 1986,  as amended.  To the extent that the Company  continues to qualify as a
REIT, it will not be subject to tax,  with certain  limited  exceptions,  on the
taxable income that is distributed to our shareholders.

MANAGEMENT
----------

         Our senior  management  team is headed by B. Wayne Hughes (67),  who is
Chairman and Chief Executive Officer.  Mr. Hughes established the Public Storage
Organization  in 1972 and has  successfully  managed the Company through several
market cycles. Our executive management includes: Harvey Lenkin (64), President;
John Reyes (40),  Senior Vice  President and Chief  Financial  Officer;  Carl B.
Phelps  (62),  Senior  Vice  President - Real  Estate;  and Marvin M. Lotz (58),
Senior Vice President - Operations.

         Our senior  management  has a  significant  ownership  position  in the
Company  with  executive   officers,   directors  and  their   families   owning
approximately  41.4 million  shares or 34.4% of the common stock as of March 15,
2001.

INVESTMENT OBJECTIVE
--------------------

         Our primary objective is to maximize shareholder value through internal
growth (by increasing funds from operations and cash available for distribution)
and  acquisitions  of additional  real estate  investments.  We believe that our
access  to  capital,   geographic  diversification  and  operating  efficiencies
resulting from our size will enhance our ability to achieve this objective.

                                       3

<PAGE>

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

         Competition in the market areas in which we operate is significant  and
affects the occupancy levels,  rental rates and operating expenses of certain of
our  facilities.  Recent  increases in the number of openings of newly developed
storage  facilities have intensified the competition  among storage operators in
many market  areas in which we operate.  Over the past six months,  however,  we
believe that the development of new storage facilities in many of the markets in
which we operate has decreased.

         In seeking investments,  we compete with a wide variety of institutions
and other  investors.  An  increase  in the amount of funds  available  for real
estate  investments  may  increase  competition  for  ownership  of interests in
facilities and may reduce yields.

         We believe that the significant  operating and financial  experience of
our  executive  officers and  directors,  combined  with the  Company's  capital
structure,  national investment scope, geographic diversity,  economies of scale
and  the  "Public  Storage"  name,  should  enable  us to  continue  to  compete
effectively with other entities.

         In recent years  consolidation  has occurred in the fragmented  storage
industry.  In addition to the  Company,  there are three other  publicly  traded
REITs and numerous private regional and local operators operating in the storage
industry.  We  believe  that  we are  well  positioned  to  capitalize  on  this
consolidation  trend due to our  demonstrated  access to  capital  and  national
presence.

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

         We  believe  that  the  Company   possesses  several  primary  business
attributes which differentiate us from our competitors:

         COMPREHENSIVE  DISTRIBUTION  SYSTEM AND NATIONAL TELEPHONE  RESERVATION
SYSTEM:  Our  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.

         A  significant  component  of our  distribution  system is our national
telephone reservation center, which was implemented in 1996 and 1997 in order to
provide added customer  service and maximize  utilization  of available  storage
space.  Customers calling either the toll-free telephone referral system,  (800)
44-STORE,  or a storage  facility,  are  directed  to the  national  reservation
system. A representative  discusses with the customer space requirements,  price
and location  preferences  and also  informs the customer of other  products and
services  provided  by the  Company and its  subsidiaries.  We believe  that the
national  telephone  reservation  system has enhanced our ability to effectively
market storage space and is primarily  responsible  for the occupancy  increases
since  its  inception  in  1996,  as well as  increased  realized  rental  rates
experienced at the storage facilities over the same period of time.

         CONTAINERIZED STORAGE OPTION:  Historically, we offered  storage spaces
for rent through our  traditional  storage  facilities  whereby  customers would
transport  their goods to the facility and rent a space to store their goods. In
late 1996, we organized  Public Storage Pickup and Delivery,  Inc. as a separate
corporation  and a related  partnership  (the  corporation  and  partnership are
collectively  referred to as "PSPUD") to operate  storage  facilities  that rent
portable storage containers to customers for storage in central facilities.

         The  concept  of PSPUD is to provide an  alternative  to a  traditional
storage  facility.  PSPUD  delivers  a storage  container(s)  to the  customer's
location  where the  customer,  at his  convenience,  packs  his goods  into the
storage container.  PSPUD will subsequently return to the customer's location to
retrieve the storage container(s) for storage in a central facility. At December
31, 2000, PSPUD had 41 facilities in operation.

                                       4

<PAGE>

         RETAIL  OPERATIONS:  The Company  has  historically  sold retail  items
associated  with  the  storage   business  and  rented  trucks  at  its  storage
facilities.   In  order  to  further  supplement  and  strengthen  the  existing
self-storage  business by further  meeting the needs of storage  customers,  the
Company has expanded its retail activities over the last few years.

         In addition,  full-service  retail stores have been retrofitted to some
existing   storage  facility  rental  offices  or  "built-in"  as  part  of  the
development of new storage  facilities,  both in high traffic,  high  visibility
locations. The strategic objective of these retail stores is to provide a retail
environment  to (i) rent spaces for the  attached  storage  facility,  (ii) rent
spaces for the other Public Storage facilities in adjacent neighborhoods,  (iii)
sell locks,  boxes and packing  materials  and (iv) rent trucks and other moving
equipment.

         ECONOMIES OF SCALE: We are the largest provider of storage space in the
industry. As of December 31, 2000, we operated 1,361 storage facilities in which
we have an interest and managed 35 storage  facilities  for third  parties in 37
states.  At December 31, 2000, we had over 668,000 spaces  rented.  The size and
scope of the operations have enabled us to achieve a consistently  high level of
profit margins and low level of administrative costs relative to revenues.

         BRAND NAME RECOGNITION:  Our operations are conducted under the "Public
Storage" brand name,  which we believe is the most  recognized  and  established
name in the storage industry. Our storage operations are conducted in 37 states,
giving us national  recognition and prominence.  We focus our operations  within
those states in the major metropolitan markets.  This concentration  establishes
us as one of the  dominant  providers  of storage  space in each  market that we
operate in and enables us to use a variety of  promotional  activities,  such as
radio advertising as well as targeted discounting and referrals and, to a lesser
extent, television advertising,  which are generally not economically viable for
our competitors.

GROWTH STRATEGIES
-----------------

         Our  growth   strategies   consist  of:  (i)  improving  the  operating
performance of our stabilized existing traditional self-storage properties, (ii)
increasing our ownership of storage facilities  through additional  investments,
(iii)  improving  the  operating   performance  of  the  containerized   storage
operations,  and (iv)  participating  in the growth of PS Business  Parks,  Inc.
Major elements of these strategies are as follows:

         IMPROVE THE OPERATING  PERFORMANCE OF EXISTING  PROPERTIES:  We seek to
increase  the net cash flow  generated by our  existing  stabilized  traditional
self-storage  properties by maintaining  average  occupancy levels and achieving
higher levels of realized  monthly rents per occupied  square foot. We have been
able to achieve  increasing  realized rents per occupied square foot. We believe
that our property  management  personnel and systems  combined with the national
telephone  reservation system will continue to enhance our ability to meet these
goals.

         ACQUIRE  PROPERTIES  OPERATED AND  PARTIALLY  OWNED BY THE COMPANY:  In
addition to the 618 wholly owned storage facilities,  we also operate, on behalf
of  approximately  46  ownership  entities  in  which we have a  partial  equity
interest,  743 storage  facilities under the "Public Storage" name. From time to
time,  some of these  storage  facilities or interests in them are available for
purchase, providing us with a source of additional acquisition opportunities. We
believe   these   properties    include   some   of   the   better-located   and
better-constructed  storage facilities in the industry.  Because we manage these
properties,  we have reliable  operating  information  prior to acquisition  and
these properties are easily integrated into our portfolio.

         ACQUIRE PROPERTIES OWNED OR OPERATED BY OTHERS: We believe our presence
in and knowledge of substantially  all of the major markets in the United States
enhances  our  ability to  identify  attractive  acquisition  opportunities  and
capitalize on the overall  fragmentation  in the storage  industry.  We maintain
local market  information  on rates,  occupancy and  competition  in each of the
markets in which we operate.  Of the more than 20,000 storage  facilities in the
United States, we believe that the ten largest operators manage less than 20% of
the total space.

                                       5

<PAGE>

         However,  with the  exception  of the March 1999  merger  with  Storage
Trust,   our   investments  in  new  facilities   have  primarily  been  through
development,  rather than acquisitions of real estate facilities. We believe the
development of real estate  facilities  described below is more attractive under
current market conditions.

         DEVELOP PROPERTIES IN SELECTED MARKETS: Since 1995, the Company and its
joint  venture  partnerships  (described  below)  have  opened  a  total  of  81
facilities,  including 19 facilities  in 1998,  24  facilities  in 1999,  and 27
facilities  in 2000.  As of December 31, 2000,  the Company and the second joint
venture   partnership   have  a  development   "pipeline"  of  110  self-storage
facilities, combination facilities (described below), and expansions to existing
storage  facilities  with an  aggregate  estimated  cost of  approximately  $628
million.   Development   of  these   facilities   is  subject   to   significant
contingencies. The Company continues to seek attractive sites for development of
additional storage facilities.

         In  April  1997,  we  formed  a  joint  venture   partnership  with  an
institutional  investor to participate in the development of approximately  $220
million of storage  facilities.  At December  31,  2000,  the joint  venture had
completed   construction  of  47  storage   facilities  with  a  total  cost  of
approximately  $231.5  million  and was fully  committed.  The joint  venture is
funded  solely with equity  capital  consisting  of 30% from the Company and 70%
from the institutional investor.

         In November 1999, we formed a second joint venture  partnership  with a
joint venture partner whose partners  include an  institutional  investor and B.
Wayne  Hughes  ("Mr.  Hughes"),  chairman  and chief  executive  officer  of the
Company,  to  develop  approximately  $100  million of  storage  facilities.  At
December 31, 2000,  the joint venture had completed  construction  on 11 storage
facilities  with a  total  cost  of  approximately  $50.8  million,  and had six
facilities under  construction  with an aggregate cost incurred of approximately
$23.8 million and total  additional  estimated cost to complete of approximately
$13.1 million. The joint venture is funded solely with equity capital consisting
of 51% from the Company and 49% from the joint venture partner.  The term of the
joint  venture is 15 years.  After six years the joint  venture  partner has the
right to cause the Company to purchase the joint venture partner's  interest for
an amount  necessary  to provide it with a maximum  return of 10.75% per year or
less in certain  circumstances.  The joint venture  partner  provides Mr. Hughes
with a fixed yield of approximately 8.0% per annum.

         CONTAINERIZED   STORAGE:   PSPUD  operates  the  containerized  storage
operations.  At December  31,  2000,  PSPUD  operated 41  facilities:  16 of the
facilities are owned by the Company or PSPUD and the remainder of the facilities
are leased from third parties.  The Company and PSPUD  anticipate  developing 26
facilities  that combine  containerized  storage and  traditional  miniwarehouse
space  in the same  location  ("Combination  Facilities")  to  replace  existing
third-party  leased  facilities  in the next  twelve  months,  which will reduce
third-party lease expense. In addition,  the Company  anticipates  converting 19
existing miniwarehouse facilities into Combination Facilities in the next twelve
months.  We believe that Combination  Facilities  offer  efficiencies and a more
effective  method to meet  customers'  needs  than a  stand-alone  containerized
storage  facility.  We expect that, upon completion of our combination  facility
development program,  substantially all of the containerized  storage facilities
will be operated in Combination Facilities.

         The rate of fill-up  varies  from  facility  to  facility.  As with the
traditional  self-storage  facilities,  PSPUD  believes  that the  containerized
storage  business  experiences  seasonal  fluctuations in occupancy  levels with
occupancies  generally higher in the summer months than in winter months.  There
can be no  assurances  as to the  level  of  PSPUD's  expansion,  level of gross
rentals, level of move-outs or profitability.

         COMMERCIAL   PROPERTIES:   On  January  2,  1997,  we  reorganized  our
commercial  property  operations into a separate  private REIT. The private REIT
contributed its assets to a newly created operating  partnership (the "Operating
Partnership")  in  exchange  for a  general  partnership  interest  and  limited
partnership  interests.  During 1997,  the Company and certain  partnerships  in
which the Company has a controlling  interest  contributed  substantially all of
their commercial properties to the Operating Partnership in exchange for limited
partnership  interests or to the private REIT in exchange for common  stock.  On
March 17, 1998, the private REIT merged into Public Storage Properties XI, Inc.,
a publicly  traded  REIT and an  affiliate  of the  Company  and the name of the
surviving  corporation was changed to PS Business Parks,  Inc. (the REIT and the
related  Operating  Partnership  are  hereinafter  referred to  collectively  as
"PSB").

                                       6

<PAGE>

         At December 31, 2000, PSB owned 140 properties located in 9 states. The
Operating Partnership also manages the commercial space owned by the Company and
affiliated  entities.   As  of  December  31,  2000,  the  Company  and  certain
partnerships in which the Company has a controlling interest owned approximately
42% of the common equity interest of PSB.

FINANCING OF THE COMPANY'S GROWTH STRATEGIES
--------------------------------------------

          PERMANENT  CAPITAL:  We have and expect to continue to fund our growth
  strategies  primarily through the use of permanent capital.  Permanent capital
  has generally  consisted of retained  operating cash flows and the issuance of
  common, preferred and equity stock, and preferred operating partnership units.

          UNSECURED CREDIT FACILITY:  We currently have a $150 million unsecured
  credit  facility with a bank group led by Wells Fargo Bank,  which we use as a
  temporary source of acquisition  financing.  We seek to ultimately finance all
  acquisitions with permanent capital to eliminate refinancing and interest rate
  risk. As of March 15, 2001, the Company had no outstanding  borrowings on this
  credit facility.

          DEVELOPMENT JOINT VENTURE FINANCING:  The Company has entered into two
  separate development joint venture partnerships since 1997 in order to provide
  development financing.

          See "Management's  Discussion and Analysis of Financial  Condition and
  Results of Operations-Liquidity and Capital Resources."

INVESTMENTS IN REAL ESTATE FACILITIES
-------------------------------------

          We have invested directly and indirectly in storage facilities, and to
  a lesser extent in existing commercial  properties,  containing commercial and
  industrial  rental  space.  These  investments  have been  made,  principally,
  through the  acquisition  of  wholly-owned  properties or the  acquisition  of
  ownership  interests in entities owning storage  facilities  and/or commercial
  properties.  The following  table  outlines our ownership  interest in storage
  facilities and commercial properties:

<TABLE>
<CAPTION>
                                                            At December 31, 2000
                                          -----------------------------------------------------------
                                                 Number of                  Net Rentable Square Feet
                                           Real Estate Facilities                (in thousands)
                                          --------------------------       --------------------------
                                            Storage      Commercial          Storage      Commercial
                                          -----------    -----------       -----------    -----------
Consolidated facilities:
<S>                                           <C>               <C>          <C>              <C>
  Wholly-owned by the company                   618               6          37,853              394
  Owned by controlled entities                  629               -          36,717                -
                                          -----------    -----------       -----------    -----------
                                              1,247               6          74,570              394
                                          -----------    -----------       -----------    -----------
Facilities owned by unconsolidated entities:
  Institutional partnerships                     13               -             855                -
  Development Joint Venture                      47               -           2,879                -
  PSB                                             -             140               -           12,626
  Other                                          54               -           2,998                -
                                          -----------    -----------       -----------    -----------
                                                114             140           6,732           12,626
                                          -----------    -----------       -----------    -----------
        Totals                                1,361             146          81,302           13,020
                                          ===========    ===========       ===========    ===========
</TABLE>

FACILITIES OWNED BY CONTROLLED ENTITIES
---------------------------------------

         In addition to our direct  ownership of 618 storage  facilities and six
commercial  facilities,  at December  31,  2000,  we had  controlling  ownership
interests in 35 partnerships owning in aggregate 629 storage facilities. Because
of our controlling  interest in each of these  partnerships,  we consolidate the
assets,  liabilities,  and results of  operations of these  partnerships  on the
Company's financial statements.

                                       7

<PAGE>

FACILITIES OWNED BY UNCONSOLIDATED ENTITIES
-------------------------------------------

         At December 31, 2000, we had ownership  interests in PSB and 11 limited
partnerships   (collectively  the  "Unconsolidated   Entities").  Our  ownership
interest  in these  entities  is less than  50%.  Due to the  Company's  limited
ownership  interest and control of these  entities,  we do not  consolidate  the
accounts of these entities for financial reporting purposes and account for such
investments using the equity method.

PROHIBITED INVESTMENTS AND ACTIVITIES
-------------------------------------

         The Company's Bylaws prohibit the Company from purchasing properties in
which the  Company's  officers or directors  have an  interest,  or from selling
properties to such persons,  unless the  transactions are approved by a majority
of the independent directors and are fair to the Company based on an independent
appraisal.  This Bylaw  provision may be changed only upon a vote of the holders
of a majority  of the shares of (i) Common  Stock and (ii) each of the series of
Senior Preferred Stock. See "Limitations on Debt" for other  restrictions in the
Bylaws.

BORROWINGS
----------

         We have an  unsecured  $150  million  credit  facility  with a group of
commercial  banks  which  expires on July 1, 2002.  The  expiration  date may be
extended by one year on each  anniversary of the credit  agreement.  Interest on
outstanding borrowings on the credit facility is payable monthly. At our option,
the rate of interest  charged on  borrowings  is equal to (i) the prime rate, or
(ii) a rate ranging from the London Interbank  Offered Rate ("LIBOR") plus 0.40%
to LIBOR plus 1.10% depending on the Company's  coverage ratios, as defined.  In
addition,  we are  required  to pay a  quarterly  commitment  fee of 0.250% (per
annum). The credit facility also includes a bid feature,  for up to $50 million,
which  allows us, at our  option,  to request  the group of banks to propose the
interest rate they would charge on specific borrowings.  However, in no case may
the  interest  rate  bid be  greater  than the  amount  provided  by the  credit
agreement.

         Under covenants of the credit facility, we are required to (i) maintain
a balance  sheet  leverage  ratio (as  defined) of less than 0.40 to 1.00,  (ii)
maintain  net  income of not less  than  $1.00 for each  fiscal  quarter,  (iii)
maintain certain cash flow and interest coverage ratios (as defined) of not less
than 1.0 to 1.0 and 5.0 to 1.0,  respectively  and (iv) maintain a minimum total
shareholders' equity (as defined). In addition, we are limited in our ability to
incur  additional  borrowings (we are required to maintain  unencumbered  assets
with an aggregate  book value equal to or greater than three times our unsecured
recourse debt) or sell assets.  There were no borrowings  outstanding  under the
credit facility at March 15, 2001.

         As of December 31, 2000, we had notes payable of  approximately  $156.0
million.  See Note 7 to the consolidated  financial  statements for a summary of
the Company's borrowings at December 31, 2000.

         Subject to a limitation on unsecured borrowings in the Company's Bylaws
(described  below),  we have  broad  powers  to  borrow  in  furtherance  of the
Company's objectives. We have incurred in the past, and may incur in the future,
both  short-term and long-term  indebtedness to increase our funds available for
investment in real estate, capital expenditures and distributions.

LIMITATIONS ON DEBT
-------------------

         The Bylaws  provide that the Board of Directors  shall not authorize or
permit the  incurrence  of any  obligation  by the Company which would cause our
"Asset  Coverage" of our unsecured  indebtedness to become less than 300%. Asset
Coverage is defined in the Bylaws as the ratio  (expressed as a  percentage)  by
which the value of the total  assets (as  defined in the  Bylaws) of the Company
less the Company's  liabilities  (except  liabilities for unsecured  borrowings)
bears to the aggregate amount of all unsecured  borrowings of the Company.  This
Bylaw  provision may be changed only upon a vote of the holders of a majority of
the shares of (i) Common  Stock and (ii) each of the series of Senior  Preferred
Stock.

         The  Company's  Bylaws  prohibit us from issuing debt  securities  in a
public  offering  unless the Company's "cash flow" (which for this purpose means
net income,  exclusive of extraordinary  items, plus  depreciation) for the most

                                       8

<PAGE>

recent 12 months for which financial statements are available,  adjusted to give
effect to the  anticipated  use of the proceeds  from the proposed  sale of debt
securities,  would be  sufficient to pay the interest on such  securities.  This
Bylaw  provision may be changed only upon a vote of the holders of a majority of
the shares of (i) Common  Stock and (ii) each of the series of Senior  Preferred
Stock.

         Without  the consent of the holders of a majority of each of the series
of Senior  Preferred  Stock,  we will not take any action that would result in a
ratio of "Debt" to "Assets"  (the "Debt Ratio") in excess of 50%. As of December
31, 2000, the Debt Ratio was  approximately  3.0%.  "Debt" means the liabilities
(other than  "accrued  and other  liabilities"  and  "minority  interest")  that
should,  in  accordance  with  generally  accepted  accounting  principles,   be
reflected  on  the  Company's   consolidated   balance  sheet  at  the  time  of
determination.  "Assets" means the Company's total assets before a reduction for
accumulated  depreciation  and  amortization  that should,  in  accordance  with
generally  accepted  accounting  principles,  be reflected  on the  consolidated
balance sheet at the time of determination.

         Our bank and senior unsecured debt agreements contain various financial
covenants,  including  limitations on the level of  indebtedness of 30% of total
capitalization, as defined, and the prohibition of the payment of dividends upon
the occurrence of an event of default, as defined.

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

         A  corporation  owned by Mr.  Hughes and  members  of his  family  (the
"Hughes Family") reinsures policies against losses to goods stored by tenants in
the Company's storage facilities.  We believe that the availability of insurance
reduces the  potential  liability  of the Company to tenants for losses to their
goods from theft or  destruction.  This  corporation  receives  the premiums and
bears the risks associated with the  re-insurance.  The Company has entered into
an agreement to acquire this  corporation  for Common Stock.  This  agreement is
subject to certain conditions.

         A subsidiary  of the Company  sells locks and boxes and rents trucks to
the general  public and tenants to be used in securing  their  spaces and moving
their goods.  We believe that the  availability  of locks and boxes for sale and
the rental of trucks  promote the rental of spaces.  The Hughes  Family owns the
balance of the equity of this subsidiary, representing all of the voting stock.

EMPLOYEES
---------

         There are approximately  4,600 persons who render services on behalf of
the Company,  primarily personnel engaged in property  operation,  substantially
all  of  whom  are  employed  by  a  clearing   company  that  provides  certain
administrative  and  cost-sharing  services to the  Company and other  owners of
properties operated by the Company.

FEDERAL INCOME TAX
------------------

         We believe that we have operated, and intend to continue to operate, in
such a manner as to qualify as a REIT under the  Internal  Revenue Code of 1986,
but no  assurance  can be given  that it will at all  times so  qualify.  To the
extent that we continue to qualify as a REIT, it will not be taxed, with certain
limited   exceptions,   on  the  taxable  income  that  is  distributed  to  our
shareholders.

         On December 17, 1999, the Work Incentives  Improvement Act of 1999 (the
"Act"), which included certain provisions affecting REITs, was enacted. The REIT
provisions of the Act generally are effective for taxable years  beginning after
December 31 , 2000.  The Act was intended to ease the  restrictions  on a REIT's
ability to own the stock of taxable companies. The Act allows REITs to own up to
100% of the stock of companies  that have made a joint election with the REIT to
be treated as  "taxable  REIT  subsidiaries"  ("TRS").  A TRS will be subject to
federal income tax on income as a regular  corporation.  Under prior law, a REIT
generally could not own more than 10% voting securities of other issuers.  Under
the Act,  the prior law 10% voting  securities  test was  expanded so that REITs
also  are  prohibited  from  owing  more  than 10% of the  value of  outstanding
securities of any one corporate  issuer,  except for companies  that elect to be
treated as TRSs or companies that qualify for certain grandfather  provisions in
the Act.

                                       9

<PAGE>

         An  important  effect  of the Act is that TRSs are  permitted  to offer
noncustomary  services  to the  tenants  of the  REIT  (such  services  could be
provided under prior law only by "independent  contractors"  from which the REIT
could  not earn any  income).  TRSs  also are  able to  engage  in other  income
producing  activities  that typically had been  undertaken by REITs only through
entities in which a REIT could have a  substantial  economic  interest,  but was
limited to a 10% or less voting interest.  The Act includes certain  limitations
that prevent income  shifting  between a REIT and its TRS, in a effort to ensure
that TRSs in fact are taxable on the income that they earn.  In addition,  under
prior law, a REIT could not own  securities of any single issuer with a value in
excess of 5% of the value of all the  assets of the REIT.  The Act also  relaxed
this  limitation,  so that a REIT  may own a TRS (or  TRSs),  so long as (1) the
aggregate value of the TRSs, when combined with all other non-REIT assets,  does
not exceed 25% of the value of all assets of the REIT.  The  Company and certain
affiliates will jointly make the TRS election.

INSURANCE
---------

         We believe that our properties are adequately  insured.  Our facilities
have historically carried comprehensive  insurance,  including fire, earthquake,
liability and extended coverage from nationally recognized carriers.

ITEM 2.  PROPERTIES

         At December 31, 2000, we had direct and indirect ownership interests in
1,361 storage facilities located in 37 states:

                                              At December 31, 2000
                                   ------------------------------------------
                                   Number of Storage      Net Rentable Square
                                     Facilities (a)       Feet (in Thousands)
                                   -----------------      -------------------
California:
     Northern                              138                     7,704
     Southern                              158                    10,022
Texas                                      164                    10,766
Florida                                    137                     8,049
Illinois                                    93                     5,647
Georgia                                     62                     3,626
Colorado                                    50                     3,137
Washington                                  39                     2,466
Missouri                                    37                     2,128
Virginia                                    37                     2,247
New Jersey                                  37                     2,178
Maryland                                    36                     2,043
New York                                    32                     1,885
Ohio                                        31                     1,899
Oregon                                      25                     1,171
Tennessee                                   25                     1,494
North Carolina                              24                     1,266
South Carolina                              24                     1,082
Kansas                                      22                     1,278
Nevada                                      22                     1,409
Alabama                                     21                       838
Other states (17 states)                   147                     8,967
                                   -----------------      -------------------
     Totals                              1,361                    81,302
                                   =================      ===================

         (a)  Includes  1,247  facilities  owned  by the  Company  and  entities
              controlled by the Company.  The remaining 114 facilities are owned
              by entities in which the Company  has an  interest;  however,  the
              Company doesn't have a controlling interest in such entities.  See
              Schedule  III  for  2000  for  a  complete   list  of   properties
              consolidated by the Company.

         Our facilities are generally operated to maximize cash flow through the
regular review and, when warranted by market conditions, adjustment of scheduled
rents.  For the year ended  December 31, 2000,  the weighted  average  occupancy

                                       10

<PAGE>

level and the weighted average annual realized rent per rentable square foot for
our  storage  facilities  were  approximately  89.5% and  $10.47,  respectively.
Included  in the 1,361  storage  facilities  are 70 recently  developed  storage
facilities,  substantially  all of which were in the  fill-up  stage in the year
ended  December  31,  2000.  None of our  facilities  involves 1% or more of the
Company's total assets, gross revenues or net income.

         STORAGE FACILITIES:  Storage facilities, which comprise the majority of
our  investments  (approximately  93% based on rental  income),  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 storage  facilities  also include  rentable
uncovered  parking  areas for  vehicle  storage,  as well as space for  portable
storage containers. Leases for storage facilities 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.  All of our storage  facilities  are  operated  under the
"Public Storage" name.

         Users of space in storage facilities include both individuals and large
and small  businesses.  Individuals  usually  employ  this space for  storage of
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.

         Storage facilities in which we have invested generally consist of three
to seven buildings containing an aggregate of between 350 to 750 storage spaces,
most of which  have  between 25 and 400 square  feet and an  interior  height of
approximately 8 to 12 feet.

         We experience  minor seasonal  fluctuations in the occupancy  levels of
storage  facilities with occupancies  generally higher in the summer months than
in the winter  months.  We believe that these  fluctuations  result in part from
increased moving activity during the summer.

         Our storage facilities are  geographically  diversified and are located
primarily  in or near major  metropolitan  markets in 37 states.  Generally  our
storage  facilities  are  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.

         Since our investments are primarily storage facilities,  our ability to
preserve our  investments  and achieve our objectives is dependent in large part
upon success in this field.  Historically,  upon stabilization  after an initial
fill-up  period,  our storage  facility  interests have  generally  shown a high
degree of  consistency  in  generating  cash flows,  despite  changing  economic
conditions.  We believe that our storage facilities,  upon  stabilization,  have
attractive  characteristics  consisting  of high profit  margins,  high  average
occupancy levels, a broad tenant base and low levels of capital  expenditures to
maintain their condition and appearance.

         COMMERCIAL  PROPERTIES:  In addition to our  interest in 1,361  storage
facilities,  we have an interest in PSB, which,  as of December 31, 2000,  owned
140 commercial  facilities  with 12.6 million net rentable  square feet. We also
own,  either  directly  or through  entities  we  control,  an  interest  in six
commercial  properties.  We may invest in all types of real estate.  Most of our
non-storage  facilities investments are interests in business parks and low-rise
office buildings, primarily through our investment in PSB. A commercial property
may include both industrial and office space.  Industrial space may be used for,
among other things,  light manufacturing and assembly,  storage and warehousing,
distribution  and research and development  activities.  We believe that most of
the office space is occupied by tenants who are also renting  industrial  space.
The remaining  office space is used for general  office  purposes.  A commercial
property may also include  facilities for commercial uses such as banks,  travel
agencies,  restaurants,  office  supply  shops,  professionals  or other tenants
providing  services to the public.  The amount of retail  space in a  commercial
property is not expected to be significant.

                                       11

<PAGE>

         ENVIRONMENTAL   MATTERS:  Our  practice  is  to  conduct  environmental
investigations  in  connection  with  property  acquisitions.  As  a  result  of
environmental  investigations  of our  properties,  which  commenced in 1995, we
recorded an amount,  which in management's best estimate,  will be sufficient to
satisfy anticipated costs of known  investigation and remediation  requirements.
Although  there  can be no  assurance,  we are not  aware  of any  environmental
contamination  of any of our facilities  which  individually or in the aggregate
would be material to the Company's overall  business,  financial  condition,  or
results of operations.

ITEM 3.  LEGAL PROCEEDINGS

         Marsh/Forest Lockers, Ltd. V. Public Storage, Inc. et al (No. DV9907001
         --------------------------------------------------------
in Judicial District Court of Dallas County, Texas)

         In  September  1999  Marsh/Forest  Lockers,  Ltd.  commenced  an action
claiming  that a  predecessor  of the  Company  had  breached  a  contract  with
Marsh/Forest  Lockers, Ltd. relating to the purchase of a property by failing to
pay certain  amounts  allegedly  due under an earn-out  clause  contained in the
contract  and by failing to maximize the profits of the  property.  Although not
specified in the pleadings,  Marsh/Forest  Lockers,  Ltd. has recently  asserted
various tort claims  indicating they will seek total actual and punitive damages
for up to $17 million.  The Company believes it has meritorious  defenses to the
claims and is vigorously defending the lawsuit.

         The Company is a party to various  claims,  complaints  and other legal
actions that have arisen in the normal course of business from time to time. The
Company  believes  the  outcome  of  these  pending  legal  proceedings,  in the
aggregate,  will  not  have a  material  adverse  effect  on the  operations  or
financial position of the Company.

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

         The Company did not submit any matter to a vote of security  holders in
the fourth quarter of the fiscal year ended December 31, 2000.

ITEM 4A. EXECUTIVE OFFICERS OF THE COMPANY

         The following is a  biographical  summary of the executive  officers of
the Company:

         B. Wayne  Hughes,  age 67, has been a director of the Company since its
organization in 1980 and was President and Co-Chief  Executive Officer from 1980
until  November  1991  when he  became  Chairman  of the  Board  and sole  Chief
Executive  Officer.  Mr.  Hughes was  Chairman of the Board and Chief  Executive
Officer from 1990 until March 1998 of Public Storage  Properties XI, Inc., which
was renamed PS Business Parks,  Inc.  ("PSB"),  an affiliated REIT. From 1989-90
until the  respective  dates of merger,  he was  Chairman of the Board and Chief
Executive  Officer of 18  affiliated  REITs that were  merged  into the  Company
between  September 1994 and May 1998  (collectively,  the "Merged Public Storage
REITs"). Mr. Hughes has been active in the real estate investment field for over
30 years. He is the father of B. Wayne Hughes, Jr., a director of the Company.

         Harvey Lenkin,  age 64, became  President and a director of the Company
in November 1991.  Mr. Lenkin has been employed by the Company for 23 years.  He
has been a director of PSB since March 1998 and was  President  of PSB from 1990
until March 1998.  Mr. Lenkin was  President of the Merged Public  Storage REITs
from 1989-90 until the respective dates of merger and was also a director of one
of those REITs, Storage Properties,  Inc. ("SPI"), from 1989 until June 1996. He
is a member of the Board of Governors of the National Association of Real Estate
Investment Trusts, Inc. (NAREIT).

         Marvin M. Lotz,  age 58,  became a director of the Company in May 1999.
Mr. Lotz has been a Senior Vice President of the Company since November 1995 and
President  of  the  Property   Management   Division  since  1988  with  overall
responsibility for Public Storage's  mini-warehouse  operations.  He had overall
responsibility for the Company's property acquisitions from 1983 until 1988.

                                       12

<PAGE>

         John Reyes, age 40, a certified public  accountant,  joined the Company
in 1990 and was  Controller of the Company from 1992 until December 1996 when he
became Chief  Financial  Officer.  He became a Vice  President of the Company in
November 1995 and a Senior Vice President of the Company in December 1996.  From
1983 to 1990, Mr. Reyes was employed by Ernst & Young.

         Carl B. Phelps,  age 62, became a Senior Vice  President of the Company
in  January  1998 with  overall  responsibility  for  property  acquisition  and
development.  From June 1991 until joining the Company,  he was a partner in the
law firm of Andrews & Kurth,  L.L.P.,  which  performed  legal  services for the
Company. From December 1982 through May 1991, his professional corporation was a
partner in the law firm of Sachs & Phelps, then counsel to the Company.

         Bahman  Abtahi,  age 57, joined the Company in July 1996 and was Senior
Vice-President  - Construction and Development of the Real Estate Division and a
Vice  President  of the  Company  until May 2000  when he  became a Senior  Vice
President  of the  Company.  Mr.  Abtahi  has  responsibility  for all of Public
Storage's construction and maintenance activities. Prior to joining the Company,
he was a management consultant.

         Obren B. Gerich, age 62, a certified public accountant, has been a Vice
President  of the Company  since 1980 and became  Senior Vice  President  of the
Company in November 1995. Mr. Gerich was Chief Financial  Officer of the Company
until  November  1991. Mr. Gerich was Vice President and Secretary of the Merged
Public Storage REITs from 1989-90 until the respective dates of merger.

         David  Goldberg,  age 51,  became  Senior  Vice  President  and General
Counsel of the Company in November 1995. Mr. Goldberg joined the Company's legal
staff in June 1991.  From  December 1982 until May 1991, he was a partner in the
law firm of Sachs & Phelps, then counsel to the Company.

         Ronald L.  Harden,  age 52,  joined  the  Company  in 1987 and became a
Senior vice President of the Property  Management Division in 1988, an Executive
Vice President of the Property  Management  Division in August 1999 and a Senior
Vice  President  of the  Company  in May 2000.  Mr.  Harden  has  administrative
responsibility  for Public Storage's overall property  management  activities in
the  mini-warehouse  facilities  system-wide.  From 1983  until  1987,  he was a
partner and Chief Operating  Officer for Good Lite Foods.  From 1979 until 1983,
Mr. Harden was employed by Taco Bell  Restaurants,  and his last position  there
was Division Operations Director with responsibility for 175 restaurants.

         W. David Ristig,  age 52, rejoined the Company in August 1995 and was a
Vice  President  of the  Company  until May 2000  when he  became a Senior  Vice
President of the Company.  Mr. Ristig has  responsibility  for Public  Storage's
land acquisition. He was previously employed by the Company from 1980 until 1984
and  from  1986  until  1990  and  was  involved  in  property  acquisition  and
development.  From 1990 until August 1995,  Mr. Ristig held  positions as a loan
officer with three companies in the mortgage banking industry.

         A. Timothy Scott,  age 49, became Senior Vice President and Tax Counsel
of the Company in November  1996.  From June 1991 until joining the Company,  he
practiced tax law as a shareholder of the law firm of Heller,  Ehrman, White and
McAuliffe,  counsel  to the  Company.  Prior  to  June  1991,  his  professional
corporation was a partner in the law firm of Sachs & Phelps, then counsel to the
Company.

         David P.  Singelyn,  age 39, a certified  public  accountant,  has been
employed by the Company  since 1989 and became Vice  President  and Treasurer of
the Company in November 1995. Mr.  Singelyn was Vice President and Controller of
SPI from  1991  until  June  1996.  From  1987 to  1989,  he was  Controller  of
Winchell's Donut Houses, L.P.

         Sarah Hass,  age 45,  became  Secretary of the Company in February 1992
and a Vice  President of the Company in November  1995. She joined the Company's
legal  department  in June  1991.  From 1987  until May 1991,  her  professional
corporation was a partner in the law firm of Sachs & Phelps, then counsel to the
Company, 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
1995,  Ms.  Hass  was  associated  with  the law  firm of  Rifkind  &  Sterling,
Incorporated.

                                       13

<PAGE>

                                     PART II

ITEM 5.  MARKET  FOR THE  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
         MATTERS

a.       Market Price of the Registrant's Common Equity:

                  The Common  Stock  (NYSE:PSA)  has been listed on the New York
         Stock Exchange since October 19, 1984 and on the Pacific Exchange since
         December 26, 1996. The Depositary Shares Each Representing 1/1,000 of a
         Share of Equity Stock, Series A (NYSE:PSAA) (see section d. below) have
         been listed on the New York Stock Exchange since February 14, 2000.

                  The  following  table sets forth the high and low sales prices
         of the Common Stock on the New York Stock Exchange  composite tapes for
         the applicable periods.

                                                              Range
                                              ----------------------------------
         Year                 Quarter              High                 Low
      -----------           -----------       --------------       -------------
         1999                   1st            $    27-7/8          $    24-1/4
                                2nd                 29-3/8               23-3/16
                                3rd                 27-7/8               23-7/8
                                4th                 26                   21-1/8

         2000                   1st                 24-13/16             20-7/8
                                2nd                 24-7/8               21-1/4
                                3rd                 26-15/16             23-3/16
                                4th                 24-7/8               21-1/8

                  The  following  table sets forth the high and low sales prices
         of the Depositary Shares Each Representing 1/1,000 of a Share of Equity
         Stock,  Series A on the New York Stock Exchange composite tapes for the
         applicable periods.

                                                              Range
                                              ----------------------------------
         Year                 Quarter               High                  Low
      -----------           -----------       --------------       -------------
         2000                    1st (a)       $    20-1/8          $   18-15/16
                                 2nd                22-3/4              19-1/4
                                 3rd                24-5/8              20-3/8
                                 4th                24                  22-1/16

                  (a) Commencing February 14, 2000.

                  As of March 13, 2001, there were approximately  21,168 holders
         of record of the Common Stock and  approximately  15,853 holders of the
         Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock,
         Series A.

b.       Class B Common Stock

                  The Class B Common  Stock issued in  connection  with the PSMI
         Merger   (as   defined   under   Item  7  below)   has  the   following
         characteristics:

         *        The Class B Common  Stock (i)  beginning  on  January 1, 2000,
                  participates   in   distributions   (other  than   liquidating
                  distributions)   at  the   rate  of  97%  of  the  per   share
                  distributions  on the Common Stock,  provided that  cumulative
                  distributions of at least $.22 per quarter per share have been
                  paid  on the  Common  Stock,  (ii)  does  not  participate  in
                  liquidating  distributions,  (iii)  is not  entitled  to  vote
                  (except as  expressly  required  by  California  law) and (iv)
                  automatically converts into Common Stock, on a share for share

                                       14

<PAGE>

                  basis,  upon  the  later  to  occur  of FFO per  Common  Share
                  aggregating  $3.00  during  any  period  of  four  consecutive
                  calendar quarters or January 1, 2003.

                  For these purposes:

                  1.    "FFO" means net income  (loss)  (computed in  accordance
                        with   GAAP)   before   (i)   gain   (loss)   on   early
                        extinguishment of debt, (ii) minority interest in income
                        and (iii) gain  (loss) on  disposition  of real  estate,
                        adjusted  as   follows:   (A)  plus   depreciation   and
                        amortization  (including the Company's pro-rata share of
                        depreciation and amortization of  unconsolidated  equity
                        interests  and  amortization  of  assets  acquired  in a
                        merger,  including  property  management  agreements and
                        goodwill),  and (B) less FFO  attributable  to  minority
                        interest. FFO is a supplemental  performance measure for
                        equity REITs as defined by the National  Association  of
                        Real Estate  Investment  Trusts,  Inc.  ("NAREIT").  The
                        NAREIT  definition  does not  specifically  address  the
                        treatment of minority  interest in the  determination of
                        FFO or the  treatment  of the  amortization  of property
                        management  agreements and goodwill.  In the case of the
                        Company,  FFO  represents  amounts  attributable  to its
                        shareholders after deducting amounts attributable to the
                        minority   interests  and  before   deductions  for  the
                        amortization  of  property  management   agreements  and
                        goodwill.  FFO is presented because management,  as well
                        as  many  industry  analysts,  consider  FFO  to be  one
                        measure of the performance of the Company and it is used
                        in  establishing  the terms of the Class B Common Stock.
                        FFO does not take into consideration scheduled principal
                        payments on debt,  capital  improvements,  distributions
                        and other obligations of the Company.  Accordingly,  FFO
                        is not a substitute  for the Company's  cash flow or net
                        income  as a  measure  of  the  Company's  liquidity  or
                        operating  performance or ability to pay  distributions.
                        FFO  is  not  comparable  to  similarly  entitled  items
                        reported by other REITs that do not define it exactly as
                        the Company defines it.

                  2.    "FFO per Common  Share" means FFO less  preferred  stock
                        dividends (other than dividends on convertible preferred
                        stock)  divided  by  the  outstanding  weighted  average
                        shares  of  Common  Stock  assuming  conversion  of  all
                        outstanding  convertible  securities  and  the  Class  B
                        Common Stock.

                  For these purposes, FFO per share of Common Stock (as defined)
         was $2.59 for the year ended December 31, 2000.

c.       Dividends

                  We have paid quarterly distributions to our shareholders since
         1981,  our first  full year of  operations.  Overall  distributions  of
         Common  Stock for 2000  amounted  to $184.1  million  which  includes a
         special distribution declared on August 30, 2000 to common shareholders
         of record as of September 15, 2000. The special  distribution  was paid
         in cash.

                  Holders of Common Stock are entitled to receive  distributions
         when and if declared by the  Company's  Board of  Directors  out of any
         funds legally available for that purpose. We are required to distribute
         at least 95% of our net taxable  ordinary income prior to the filing of
         the  Company's  tax  return and 85%,  subject  to certain  adjustments,
         during the  calendar  year,  to  maintain  our REIT  status for federal
         income tax purposes.  It is our intention to pay  distributions  of not
         less than this required amount.

                  For Federal tax purposes,  distributions  to shareholders  are
         treated  as  ordinary  income,  capital  gains,  return of capital or a
         combination  thereof.  For  2000,  the  dividends  paid  to the  common
         shareholders ($1.48 per share), on all the various classes of preferred
         stock,  and on Equity Stock,  Series A were  characterized  as ordinary
         income and  long-term  capital  gain.  The  quarterly  breakdown  is as
         follows:

                                       15

<PAGE>

<TABLE>
<CAPTION>
TREATMENT OF DIVIDENDS PAID FOR 2000

                              1st Quarter      2nd Quarter      3rd Quarter      4th Quarter
                              -----------      -----------      -----------      -----------
<S>                             <C>               <C>             <C>              <C>
Ordinary Income                  96.10%            95.79%          99.04%           99.96%
Long-term Capital Gain            3.90%             4.21%           0.96%            0.04%
                              -----------      -----------      -----------      -----------
Total                           100.00%           100.00%         100.00%          100.00%
                              ===========      ===========      ===========      ===========
</TABLE>

                  In 1999,  distributions to common  shareholders were $1.53 for
         common shareholders who elected stock in a special dividend declared in
         2000 and $1.50 for common  shareholders who elected cash in the special
         dividend, and were all ordinary income. For 1998, the dividends paid to
         the  common  shareholders  ($0.88  per  share)  and on all the  various
         classes  of  preferred  stock were all  ordinary  income for the first,
         third,  and fourth  quarter  distributions.  For the second  quarter of
         1998,  86.110% of the dividends were  characterized  as ordinary income
         and the remainder was characterized as capital gain.

d.       Equity Stock

                  The  Company  is  authorized  to issue  200,000,000  shares of
         Equity  Stock.  The Articles of  Incorporation  provide that the Equity
         Stock may be issued  from time to time in one or more  series and gives
         the  Board  of  Directors  broad  authority  to fix  the  dividend  and
         distribution   rights,   conversion  and  voting   rights,   redemption
         provisions and liquidation rights of each series of Equity Stock.

                  In  January  2000,  we  issued  4,300,555   depositary  shares
         (2,200,555  shares  as  part  of a  special  distribution  declared  on
         November 15, 1999 and 2,100,000  shares in a separate public  offering)
         each representing 1/1,000 of a share of Equity Stock, Series A ("Equity
         Stock A"). In addition, in the second quarter of 2000, we issued 52,547
         depositary  shares of Equity Stock A to a related  party in  connection
         with the  acquisition of real estate  facilities.  In December 2000, we
         issued 1,282,500  depositary  shares in a public  offering.  The Equity
         Stock A ranks on a parity  with  common  stock and junior to the Senior
         Preferred  Stock with  respect to general  preference  rights and has a
         liquidation amount which cannot exceed $24.50 per share.  Distributions
         with respect to each  depositary  share shall be the lesser of: a) five
         times the per share  dividend on the Common Stock or b) $2.45 per annum
         (prorated for the year 2000). Except in order to preserve the Company's
         federal  income tax status as a REIT, we may not redeem the  depositary
         shares  before  March 31,  2005  (proposed  to be extended to March 31,
         2010). On or after March 31, 2005 (proposed to be extended to March 31,
         2010),  we may, at our option,  redeem the depositary  shares at $24.50
         per  depositary  share.  If the Company  fails to preserve  its federal
         income tax status as a REIT, the depositary  shares will be convertible
         into common  stock on a one for one basis.  The  depositary  shares are
         otherwise  not  convertible  into common  stock.  Holders of depositary
         shares  vote as a single  class  with our  holders  of common  stock on
         shareholder  matters,  but the depositary shares have the equivalent of
         one-tenth of a vote per depositary  share. We have no obligation to pay
         distributions on the depositary  shares if no distributions are paid to
         common shareholders.

                  In June 1997, we contributed  $22,500,000  (225,000 shares) of
         equity stock, now designated as Equity Stock,  Series AA ("Equity Stock
         AA") to a partnership in which we are the general partner.  As a result
         of  this  contribution,  we  obtained  a  controlling  interest  in the
         partnership  and began to consolidate  the accounts of the  partnership
         and  therefore the equity stock is  eliminated  in  consolidation.  The
         Equity  Stock AA ranks on a parity with Common  Stock and junior to the
         Senior  Preferred Stock with respect to general  preference  rights and
         has a  liquidation  amount of ten times the amount  paid to each Common
         Share up to a maximum of $100 per share.  Quarterly  distributions  per
         share on the  Equity  Stock AA are equal to the  lesser of (i) 10 times
         the amount paid per Common Stock or (ii) $2.20.  We have no  obligation
         to  pay   distributions  if  no   distributions   are  paid  to  common
         shareholders.

                  In November 1999, we sold $100,000,000  (4,289,544  shares) of
         Equity Stock,  Series AAA ("Equity  Stock AAA") to a newly formed joint
         venture.  We control the joint venture and  consolidate the accounts of
         the joint venture,  and  accordingly the Equity Stock AAA is eliminated
         in  consolidation.  The Equity  Stock AAA ranks on a parity with common
         stock and junior to the Senior  Preferred Stock (as defined below) with

                                       16

<PAGE>

         respect to general  preference  rights,  and has a  liquidation  amount
         equal to 120% of the amount  distributed  to each common share.  Annual
         distributions  per share are equal to the  lesser of (i) five times the
         amount paid per common share or (ii) $2.1564.  We have no obligation to
         pay distributions if no distributions are paid to common shareholders.

e.       Registrant's Preferred Equity

                  On  October  26,  1992,  we  completed  a public  offering  of
         1,825,000  shares  ($25  stated  value  per  share)  of 10%  Cumulative
         Preferred Stock,  Series A ("Series A Preferred  Stock").  The Series A
         Preferred  Stock has general  preference  rights over the Common  Stock
         with respect to distributions and liquidation proceeds. During 2000, we
         paid dividends totaling $4,563,000 ($2.50 per preferred share).

                  On March 25, 1993, we completed a public offering of 2,386,000
         shares  ($25  stated  value per  share) of 9.20%  Cumulative  Preferred
         Stock,  Series B ("Series B Preferred  Stock").  The Series B Preferred
         Stock has general  preference rights over the Common Stock with respect
         to  distributions  and  liquidation  proceeds.  During  2000,  we  paid
         dividends totaling $5,488,000 ($2.300 per preferred share).

                  On June 30, 1994, we completed a public  offering of 1,200,000
         shares  ($25  stated  value per share) of  Adjustable  Rate  Cumulative
         Preferred Stock,  Series C ("Series C Preferred  Stock").  The Series C
         Preferred  Stock has general  preference  rights over the Common  Stock
         with respect to distributions and liquidation proceeds. During 2000, we
         paid dividends totaling $2,052,000 ($1.711 per preferred share).

                  On  September  1, 1994,  we  completed  a public  offering  of
         1,200,000  shares  ($25  stated  value per  share) of 9.50%  Cumulative
         Preferred Stock,  Series D ("Series D Preferred  Stock").  The Series D
         Preferred  Stock has general  preference  rights over the Common  Stock
         with respect to distributions and liquidation proceeds. During 2000, we
         paid dividends totaling $2,850,000 ($2.375 per preferred share).

                  On  February  1,  1995,  we  completed  a public  offering  of
         2,195,000  shares  ($25  stated  value  per  share)  of 10%  Cumulative
         Preferred Stock,  Series E ("Series E Preferred  Stock").  The Series E
         Preferred  Stock has general  preference  rights over the Common  Stock
         with respect to distributions and liquidation proceeds. During 2000, we
         paid dividends totaling $5,488,000 ($2.50 per preferred share).

                  On May 3, 1995,  we  completed a public  offering of 2,300,000
         shares  ($25  stated  value per  share) of 9.75%  Cumulative  Preferred
         Stock,  Series F ("Series F Preferred  Stock").  The Series F Preferred
         Stock has general  preference rights over the Common Stock with respect
         to  distributions  and  liquidation  proceeds.  During  2000,  we  paid
         dividends totaling $5,606,000 ($2.437 per preferred share).

                  On  December  13,  1995,  we  completed  a public  offering of
         6,900,000  depositary  shares ($25 stated value per  depositary  share)
         each  representing  1/1,000 of a share of 8-7/8%  Cumulative  Preferred
         Stock,  Series G ("Series G Preferred  Stock").  The Series G Preferred
         Stock has general  preference rights over the Common Stock with respect
         to  distributions  and  liquidation  proceeds.  During  2000,  we  paid
         dividends totaling $15,309,000 ($2.219 per preferred depositary share).

                  On  January  25,  1996,  we  completed  a public  offering  of
         6,750,000  depositary  shares ($25 stated value per  depositary  share)
         each  representing  1/1,000  of a share of 8.45%  Cumulative  Preferred
         Stock,  Series H ("Series H Preferred  Stock").  The Series H Preferred
         Stock has general  preference rights over the Common Stock with respect
         to  distributions  and  liquidation  proceeds.  During  2000,  we  paid
         dividends totaling $14,259,000 ($2.112 per preferred share).

                  On  November  1,  1996,  we  completed  a public  offering  of
         4,000,000  depositary  shares ($25 stated value per  depositary  share)
         each  representing  1/1,000 of a share of 8-5/8%  Cumulative  Preferred
         Stock,  Series I ("Series I Preferred  Stock").  The Series I Preferred
         Stock has general  preference rights over the Common Stock with respect
         to  distributions  and  liquidation  proceeds.  During  2000,  we  paid
         dividends totaling $8,625,000 ($2.156 per preferred share).

                                       17

<PAGE>

                  On  August  25,  1997,  we  completed  a  public  offering  of
         6,000,000  depositary  shares ($25 stated value per  depositary  share)
         each representing  1/1,000 of a share of 8% Cumulative Preferred Stock,
         Series J ("Series J Preferred Stock"). The Series J Preferred Stock has
         general  preference  rights  over the  Common  Stock  with  respect  to
         distributions and liquidation proceeds.  During 2000, we paid dividends
         totaling $12,000,000 ($2.00 per preferred share).

                  On  January  19,  1999,  we  completed  a public  offering  of
         4,600,000  depositary  shares ($25 stated value per  depositary  share)
         each  representing  1/1,000 of a share of 8-1/4%  Cumulative  Preferred
         Stock,  Series K ("Series K Preferred  Stock").  The Series K Preferred
         Stock has general  preference rights over the Common Stock with respect
         to  distributions  and  liquidation  proceeds.  During  2000,  we  paid
         dividends totaling $9,488,000 ($2.063 per preferred share).

                  On March 10, 1999, we completed a public offering of 4,600,000
         depositary   shares  ($25  stated  value  per  depositary  share)  each
         representing  1/1,000 of a share of 8-1/4% Cumulative  Preferred Stock,
         Series L ("Series L Preferred Stock"). The Series L Preferred Stock has
         general  preference  rights  over the  Common  Stock  with  respect  to
         distributions and liquidation proceeds.  During 2000, we paid dividends
         totaling $9,488,000 ($2.063 per preferred share).

                  On  August  17,  1999,  we  completed  a  public  offering  of
         2,250,000  depositary  shares ($25 stated value per  depositary  share)
         each  representing  1/1,000  of a share of 8.75%  Cumulative  Preferred
         Stock,  Series M ("Series M Preferred  Stock").  The Series M Preferred
         Stock has general  preference rights over the Common Stock with respect
         to  distributions  and  liquidation  proceeds.  During  2000,  we  paid
         dividends totaling $4,922,000 ($2.188 per preferred share).

                  On  January  19,  2001,  we  completed  a public  offering  of
         6,900,000  depositary  shares ($25 stated value per  depositary  share)
         each  representing  1/1,000 of a share of 8.600%  Cumulative  Preferred
         Stock,  Series Q ("Series Q Preferred  Stock").  The Series Q Preferred
         Stock has general  preference rights over the Common Stock with respect
         to distributions  and liquidation  proceeds.  During 2000, no dividends
         were paid.

                  The Series A through Series M and Series Q Preferred Stock are
         collectively referred to as the "Senior Preferred Stock".

                                       18

<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                          For the year ended December 31,
                                                    ----------------------------------------------------------------------------
                                                       2000(1)        1999 (1)        1998 (1)        1997 (1)       1996 (1)
                                                    ------------    ------------    ------------    ------------    ------------
                                                                       (In thousands, except per share data)
Revenues:
<S>                                                    <C>             <C>            <C>             <C>             <C>
  Rental income                                        $702,779        $627,851       $535,869        $434,008        $294,426
  Equity in earnings of real estate entities             36,109          32,183         26,602          17,569          22,121
  Interest and other income                              18,422          16,700         18,614          17,474          19,829
                                                    ------------    ------------    ------------    ------------    ------------
                                                        757,310         676,734        581,085         469,051         336,376
                                                    ------------    ------------    ------------    ------------    ------------
Expenses:
  Cost of operations                                    252,086         216,816        205,835         165,714          94,285
  Depreciation and amortization                         148,967         137,719        111,799          92,750          64,999
  General and administrative                             21,306          12,491         11,635          13,462           5,698
  Interest expense                                        3,293           7,971          4,507           6,792           8,482
                                                    ------------    ------------    ------------    ------------    ------------
                                                        425,652         374,997        333,776         278,718         173,464
                                                    ------------    ------------    ------------    ------------    ------------
Income before minority interest and disposition         331,658         301,737        247,309         190,333         162,912
  gain
Minority interest in income (preferred)                 (24,859)              -              -               -               -
Minority interest in income (common)                    (13,497)        (16,006)       (20,290)        (11,684)         (9,363)
                                                    ------------    ------------    ------------    ------------    ------------
Net income before gain on disposition of real           293,302         285,731        227,019         178,649         153,549
  estate
Gain on disposition of real estate investments            3,786           2,154              -               -               -
                                                    ------------    ------------    ------------    ------------    ------------
Net income                                             $297,088        $287,885       $227,019        $178,649        $153,549
                                                    ============    ============    ============    ============    =============
---------------------------------------------------------------------------------------------------------------------------------
PER COMMON SHARE:
Distributions                                             $1.48           $1.52          $0.88           $0.88           $0.88

Net income - Basic                                        $1.41           $1.53          $1.30           $0.92           $1.10
Net income - Diluted                                      $1.41           $1.52          $1.30           $0.91           $1.10

Weighted average common shares - Basic                  131,566         126,308        113,929          98,446          77,117
Weighted average common shares - Diluted                131,657         126,669        114,357          98,961          77,358

---------------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA:
Total assets                                         $4,513,941      $4,214,385     $3,403,904      $3,311,645      $2,572,152
Total debt                                             $156,003        $167,338        $81,426        $103,558        $108,443
Minority interest (common equity)                      $167,918        $186,600       $139,325        $288,479        $116,805
Minority interest (preferred OP Units)                 $365,000               -              -               -               -
Shareholders' equity                                 $3,724,117      $3,689,100     $3,119,340      $2,848,960      $2,305,437

---------------------------------------------------------------------------------------------------------------------------------
OTHER DATA:
Net cash provided by operating activities              $502,450        $459,177       $372,992        $294,557        $245,361
Net cash used in investing activities                 $(447,503)      $(448,529)     $(355,231)      $(408,313)      $(479,626)
Net cash provided by (used in) financing               $(20,605)        $(6,748)       $(7,991)       $128,355        $180,685
  activities
Funds from operations (2)                              $452,155        $428,962       $336,363        $272,234        $224,476

</TABLE>

(1)  During 2000,  1999, 1998, 1997 and 1996, we completed  several  significant
     business  combinations and equity  transactions.  See Notes 3 and 10 to the
     Company's consolidated financial statementS.

(2)  Funds  from  operations  ("FFO"),  means net  income  (loss)  (computed  in
     accordance  with GAAP)  before (i) gain (loss) on early  extinguishment  of
     debt, (ii) minority interest in income and (iii) gain (loss) on disposition
     of real estate, adjusted as follows: (i) plus depreciation and amortization
     (including the Company's pro-rata share of depreciation and amortization of
     unconsolidated  equity  interests and  amortization of assets acquired in a
     merger,  including property management  agreements and excess purchase cost
     over net  assets  acquired),  and (ii) less FFO  attributable  to  minority
     interest.  FFO is a  supplemental  performance  measure for equity REITs as
     defined by the National  Association of Real Estate Investment Trusts, Inc.
     ("NAREIT").  The  NAREIT  definition  does  not  specifically  address  the
     treatment of minority interest in the determination of FFO or the treatment
     of the amortization of property  management  agreements and excess purchase
     cost over net assets acquired.  In the case of the Company,  FFO represents
     amounts   attributable  to  its   shareholders   after  deducting   amounts
     attributable  to the  minority  interests  and  before  deductions  for the
     amortization  of property  management  agreements and excess  purchase cost
     over net assets acquired.  FFO is presented because management,  as well as
     many  analysts,  consider FFO to be one measure of the  performance  of the
     Company  and it is used in  certain  aspects  of the  terms of the  Class B
     Common  Stock.  FFO does not take into  consideration  scheduled  principal
     payments on debt, capital improvements, distributions and other obligations
     of the Company. Accordingly, FFO is not a substitute for the Company's cash
     flow or net income as a measure of the  Company's  liquidity  or  operating
     performance  or  ability to pay  distributions.  FFO is not  comparable  to
     similarly  entitled  items  reported  by other  REITs that do not define it
     exactly as the Company defines it.

                                       19

<PAGE>

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

         The following  discussion  and analysis  should be read in  conjunction
with the Company's consolidated financial statements and notes thereto.

         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
Company  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 storage and commercial  facilities which could impact rents and
occupancy levels at the Company's facilities; the Company's ability to evaluate,
finance,  and  integrate  acquired and developed  properties  into the Company's
existing operations; the Company'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 Real Estate  Investment  Trusts;  the acceptance by consumers of
the  containerized  storage concept;  the impact of general economic  conditions
upon rental rates and  occupancy  levels at the  Company's  facilities;  and the
availability of permanent capital at attractive rates.

         OVERVIEW:  The storage  industry is highly  fragmented  and is composed
predominantly  of numerous  local and  regional  operators.  Competition  in the
markets in which we operate is  significant  and is increasing  from  additional
development of storage  facilities in many markets which may  negatively  impact
occupancy levels and rental rates at the storage facilities. However, we believe
that we  possess  several  distinguishing  characteristics  which  enable  us to
compete effectively with other owners and operators.

         We are the  largest  owner and  operator of storage  facilities  in the
United States with ownership  interests as of December 31, 2000 in 1,361 storage
facilities  containing  approximately 81.3 million net rentable square feet. All
of our facilities are operated under the "Public  Storage" brand name,  which we
believe is the most  recognized and  established  name in the storage  industry.
Located in the major  metropolitan  markets of 37 states, our storage facilities
are geographically diverse, giving us national recognition and prominence.  This
concentration  establishes us as one of the dominant  providers of storage space
in  each  market  in  which  we  operate  and  enables  us to use a  variety  of
promotional   activities,   such  as  radio  advertising  as  well  as  targeted
discounting and referrals and, to a lesser extent, television advertising, which
are  generally  not  economically  viable to our  competitors.  In addition,  we
believe that the geographic  diversity of the portfolio  reduces the impact from
regional economic downturns and provides a greater degree of revenue stability.

         We will continue to focus our growth  strategies  on: (i) improving the
operating performance of our existing traditional self-storage properties,  (ii)
increasing our ownership of storage facilities  through additional  investments,
(iii) improving the operating  performance of the containerized storage business
and (iv)  participating in the growth of PS Business Parks,  Inc. Major elements
of these strategies are as follows:

         *    We will continue to focus upon enhancing the operating performance
              of our existing  traditional  self-storage  properties,  primarily
              through  increases  in revenues  achieved  through  the  telephone
              reservation  center  and  associated   marketing  efforts.   These
              increases in revenue levels are expected to result  primarily from
              increases in realized  rent per  occupied  square foot rather than
              significant increases in occupancy levels.

         *    We expect to continue our storage  facility  development  program.
              Over the past three  years,  the Company  and related  development
              joint ventures  opened a total of 70 storage  facilities at a cost
              of approximately $334 million,  with 4,475,000 net rentable square
              feet.  The  Company  and  a  related   development  joint  venture
              partnership  have a total of 110 projects  identified for openings
              after December 31, 2000 at a total cost of $628 million. These 110
              projects (which includes Combination  Facilities) are comprised of
              53  storage  facilities  for  which we have  acquired  the land at
              December 31, 2000 (total  estimated  costs upon completion of $368
              million),  25 storage facilities  identified for which we have not
              acquired   the  land   (estimated   costs   upon   completion   of
              approximately   $174   million)  and  32  expansions  of  existing
              self-storage  facilities (total estimated costs upon completion of
              $86 million).  Generally, the construction period takes nine to 12
              months, followed by an 18 to 24 month fill-up process.  Throughout

                                       20

<PAGE>

              the fill-up period, we experience  earnings dilution to the extent
              of our interest in the developed properties.

         *    We will  acquire  facilities  from third  parties  and  affiliated
              entities when  appropriate.  During 2000, we acquired a total of 8
              storage  properties  and  two  commercial  properties  from  third
              parties.   In  addition,   during  2000,  we  acquired  4  storage
              properties  as well as the  remaining  partnership  interest in 13
              properties that we did not already own from  affiliated  entities.
              We believe  that our  national  telephone  reservation  system and
              marketing   organization  present  an  opportunity  for  increased
              revenues through higher occupancies of the properties acquired, as
              well as cost efficiencies through greater critical mass.

         *    We will  continue  to focus on  improving  the  operations  of the
              containerized  storage  operations.   The  Company  is  developing
              facilities  that  combine  containerized  storage and  traditional
              self-storage   ("Combination   Facilities")   which  will  replace
              existing  third-party  leased  facilities  and reduce  third-party
              lease  expense.  We  believe  that  Combination  Facilities  offer
              efficiencies  and a more effective method to meet customers' needs
              than a stand-alone containerized storage facility. We expect that,
              upon completion of our combination  facility  development program,
              substantially all of the containerized  storage facilities will be
              operated in Combination Facilities.

         *    Through  our  investment  in PS  Business  Parks,  Inc.,  we  will
              continue to participate in the growth of this company's investment
              in approximately 140 commercial properties.

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

         NET INCOME AND EARNINGS PER COMMON SHARE: Net income for 2000, 1999 and
1998 was $297,088,000,  $287,885,000 and $227,019,000 respectively. The increase
in net income was primarily the result of improved property operations,  reduced
operating losses from the containerized storage business, and the acquisition of
additional  real  estate   investments  during  1999  and  2000  (including  the
acquisition of Storage Trust). The impact of these items was offset partially by
an  increased  allocation  of income to minority  interests  (as a result of the
issuance of preferred operating  partnership units,  referred to below) combined
with an increase in general and administration expense.

         During 2000, our capital  raising  activities  included the issuance of
approximately $365.0 million in preferred operating  partnership units in one of
our controlled  partnerships.  Unlike  distributions to preferred  shareholders,
distributions  to preferred  unitholders  are presented as minority  interest in
income and a reduction in computing  the  Company's  net income.  As a result of
these preferred distributions, minority interest in income increased $24,859,000
in the year ended December 31, 2000 as compared to 1999 and 1998.

         Net income allocable to common shareholders for 2000, 1999 and 1998 was
$185,908,000,  $193,092,000 and $148,644,000,  respectively. On a diluted basis,
net  income  was $1.41  per  common  share  (based on  weighted  average  shares
outstanding of 131,657,000)  for 2000, $1.52 per common share (based on weighted
average shares  outstanding of 126,669,000)  for 1999 and $1.30 per common share
(based on weighted  average  shares  outstanding of  114,357,000)  for 1998. The
decrease in net income per common share in 2000 as compared to 1999 reflects the
inclusion of 6,790,000 common equivalent shares related to the Company's Class B
common shares in 2000,  but not in 1999 or 1998, as described  more fully below.
The  decrease  in net income per share also  includes  increased  dilution  from
uninvested  proceeds  from  the  Company's  issuance  of  fixed-rate   preferred
securities,  increased dilution from development  activities,  increased general
and  administrative  expense,  and the impact of the  Company's  issuance of the
Equity Stock, Series A. These factors were offset partially by improved property
operations and reduced operating losses from the containerized storage business.
The increase in net income per share for 1999  compared to 1998 was  principally
the result of  improved  real  estate  operations  and the  impact of  decreased
operating losses of the containerized storage business.

                                       21

<PAGE>

         In  computing  net income  allocable  to common  shareholders  for each
period,  aggregate  dividends paid to the holders of the Equity Stock,  Series A
and preferred  equity  securities  have been deducted in determining  net income
allocable to the common  shareholders.  Distributions paid to the holders of the
Equity  Stock,  Series A  totaled  $11,042,000  in 2000  (none in 1999 or 1998).
Distributions  paid to  preferred  shareholders  totaled  $100,138,000  in 2000,
$94,793,000 in 1999 and $78,375,000 in 1998.

         Commencing  January 1, 2000,  the  Company's  7,000,000  Class B common
shares  outstanding  began to  participate  in  distributions  of the  Company's
earnings.  Distributions  per share of Class B common  stock are equal to 97% of
the per share  distribution  paid to the Company's  regular common shares.  As a
result of this  participation  in  distributions  of  earnings,  for purposes of
computing  net income per common share,  the Company began to include  6,790,000
(7,000,000  x 97%)  Class  B  common  shares  in  the  weighted  average  common
equivalent shares effective January 1, 2000. Weighted average diluted shares for
the years  ended 1998 and 1999 do not  include  any shares  with  respect to the
Class B common stock as these shares did not participate in distributions of the
Company's earnings prior to January 1, 2000.

REAL ESTATE OPERATIONS
--------------------------------------------------------------------------------

         SELF - STORAGE OPERATIONS:  Our self-storage  operations are by far the
largest  component of our operations,  representing  approximately  86% of total
revenues  generated  during  2000.  At the end of  1997,  we had a total  of 894
self-storage facilities included in our consolidated financial statements. Since
that time we have increased the number of self-storage facilities by 353 (1998 -
57 facilities,  1999 - 250 facilities and 2000 - 46 facilities).  As a result of
significant  acquisitions of  self-storage  facilities in each of the past three
years, year over year comparisons as presented on the consolidated statements of
income with respect to our self-storage operations are not meaningful.

         To enhance year over year  comparisons,  the following table summarizes
the  operating  results  (before  depreciation)  of  (i)  the  891  self-storage
facilities  that are reflected in the financial  statements for the entire three
years  ended  December  31,  2000 (the  "Consistent  Group")  and (ii) all other
self-storage facilities for which operations were not reflected in the financial
statements  for the entire  three  years  ended  December  31,  2000 (the "Other
Facilities"):

                                       22

<PAGE>

<TABLE>
<CAPTION>
SELF - STORAGE OPERATIONS:                     Year Ended December 31,                    Year Ended December 31,
--------------------------                    ------------------------                   ------------------------
                                                                         Percentage                                Percentage
                                                  2000         1999        Change           1999         1998        Change
                                                --------     --------    ----------       --------     --------    ----------
                                                      (Dollar amounts in thousands, except rents per square foot)
Rental income (a):
-----------------
<S>                                             <C>          <C>            <C>           <C>          <C>            <C>
Consistent Group.........................       $508,878     $487,942       4.3%          $487,942     $468,673       4.1%
Other Facilities.........................        144,646      104,677      38.2%           104,677       19,618     433.6%
                                                --------     --------    ----------       --------     --------    ----------
                                                 653,524      592,619      10.3%           592,619      488,291      21.4%
                                                --------     --------    ----------       --------     --------    ----------
Cost of operations:
------------------
Consistent Group.........................        155,458      146,931       5.8%           146,931      143,068       2.7%
Other Facilities.........................         55,004       37,550      46.5%            37,550        6,308     495.3%
                                                --------     --------    ----------       --------     --------    ----------
                                                 210,462      184,481      14.1%           184,481      149,376      23.5%
                                                --------     --------    ----------       --------     --------    ----------
Net operating income:
--------------------
Consistent Group.........................        353,420      341,011       3.6%           341,011      325,605       4.7%
Other Facilities.........................         89,642       67,127      33.5%            67,127       13,310     404.3%
                                                --------     --------    ----------       --------     --------    ----------
                                                 443,062      408,138       8.6%           408,138      338,915      20.4%
                                                --------     --------    ----------       --------     --------    ----------

   Depreciation and Amortization.........        141,425      131,118       7.9%           131,118      103,045      27.2%
                                                --------     --------    ----------       --------     --------    ----------

   Operating Income......................       $301,637     $277,020       8.9%          $277,020     $235,870      17.4%
                                                ========     ========    ==========       ========     ========    ==========
 Consistent Group data:
 ---------------------
 Gross margin.............................        69.5%        69.9%       (0.4)%           69.9%        69.5%        0.4%

 Weighted average:
    Occupancy.............................        91.9%        92.1%       (0.2)%           92.1%        92.1%        0.0%
    Realized annual rent per square foot         $10.14        $9.69        4.6%            $9.69        $9.29        4.3%
 (b)......................................
    Scheduled annual rent per square foot.       $11.18       $10.30        8.5%           $10.30       $10.08        2.2%

 Number of self-storage facilities (at end of period):
    Consistent group......................         891          891         0.0%             891          891         0.0%
    Other Facilities......................         356          310        14.8%             310           60       416.7%
 Net rentable sq. ft. (at end of period):
    Consistent group......................      52,566       52,566         0.0%          52,566       52,566         0.0%
   Other Facilities.......................      22,004       18,903        16.4%          18,903        4,543       316.1%

</TABLE>

(a)  Rental  income  includes  late  charges and  administrative  fees.  For the
     Consistent Group late charges and administrative  fees in aggregate totaled
     $18,816,000,   $18,825,000   and  $18,730,000  for  2000,  1999  and  1998,
     respectively.

(b)  Realized  annual rent per square foot is  computed  by  annualizing  rental
     income  excluding  late  charges  and  administrative  fees  divided by the
     weighted average occupied square footage for the period.

         The Consistent Group of facilities  experienced  increased  revenues in
2000 and 1999 of 4.3% and 4.1%, respectively, as compared to the preceding year.
The 4.3%  increase in revenues in 2000 as compared to 1999 was caused  primarily
by a 4.6% increase in realized rent per occupied  square foot,  offset by a 0.2%
reduction in average occupancy levels.  Similarly, the 4.1% increase in revenues
in 1999 as compared to 1998 was caused  primarily by a 4.3% increase in realized
rent per occupied square foot, with no change in average occupancy levels.

         Over the past several months, we have increased scheduled rents (rental
rates charged to new customers) throughout the portfolio. Scheduled rental rates
for the  Consistent  Group of facilities  are  approximately  14.5% higher as of
December  31, 2000 than they were at the same time last year.  We are  currently
evaluating  the  impact of  higher  rental  rates on our  move-in  and  move-out
activity.  In addition,  we are evaluating  market supply and demand factors and
based on these analysis we may adjust rental rates further, either increasing or
decreasing them.

                                       23

<PAGE>


         As  indicated  above,  the  scheduled  rental rates are the rates being
charged to new  customers.  The rental rates  charged to our  existing  customer
base,  is on  average,  less than the current  scheduled  rates.  For 2000,  the
average  realized  rental rate per square foot was  approximately  $1.04 or 9.3%
below  current  scheduled  rents.  Our  rental  agreements  are  generally  on a
month-by-month basis giving us the flexibility to increase rates to our existing
customers. During the first quarter of fiscal 2001, we began to implement higher
rental rates to our existing  customer  base. The amount of increase will depend
on a number of factors and may not result in rental  rates equal to the level of
scheduled rental rates.  There can be no assurance that higher rental rates will
not adversely affect our occupancies.

         Cost of operations includes all direct and indirect costs of operating,
marketing and managing the  facilities.  The following  table  summarizes  major
operating expenses with respect to the Consistent Group (in thousands):

                                          2000           1999           1998
                                       ----------     ----------     ----------
Payroll expense                          $43,833        $42,637        $42,152
Property taxes                            44,028         44,294         44,356
Repairs and maintenance                   14,964         12,193         12,033
Advertising                                8,148          7,161          4,940
Telephone reservation center costs         9,159          7,520          6,748
Other                                     35,326         33,126         32,839
                                       ----------     ----------     ----------
                                        $155,458       $146,931       $143,068
                                       ==========     ==========     ==========

         Increases in advertising  cost are  principally  due to expanded yellow
page  advertising  in  telephone  directories.  Promotional  advertising  is  an
important part of our  operational  strategy.  Our  advertising  activities have
increased customer call volume into our national  reservation system,  where one
of our representatives discusses with the customer space requirements, price and
location  preferences  and also  informs  the  customer  of other  products  and
services provided by the Company and its subsidiaries.  During 2000, call volume
averaged  approximately  200,000 calls per month,  as compared to  approximately
185,000 and 180,000 in 1999 and 1998, respectively.

         While  there  can be no  assurance,  we do not  believe  that the power
crisis  experienced  currently in California  will have any material impact upon
our operations;  for the year ended December 31, 2000,  total  Consistent  Group
utility expense was less than 2% of total revenues.

         Telephone  reservation center costs have increased due to the expansion
of our  telephone  reservation  system.  During 2000,  we opened our second call
center in Plano,  Texas. In connection with the national  telephone  reservation
system,  we  implement  various  pricing  and  promotional  discount  strategies
designed to increase  rental  activity.  For the  Consistent  Group  promotional
discounts  (which are included as a reduction to gross rents to arrive at rental
income) were $13,372,000 in 2000, $14,374,000 in 1999, and $14,735,000 in 1998.

         During  the  past  three  years,  we have  opened  30  newly  developed
facilities  (24 in  2000,  6 in 1999  and  none in  1998)  with a total  cost of
approximately  $145.7  million.  Included in the above table,  under the caption
"Other  Facilities",  are revenues of  $3,870,000  and $4,000 for 2000 and 1999,
respectively,  and cost of  operations  of  $2,980,000  and $38,000 for 2000 and
1999, respectively, with respect to these facilities.

         Due to the fill-up nature of a newly developed  self-storage  facility,
our earnings have been negatively impacted by our development activities. Unlike
many other types of real estate,  we do not pre-lease our storage space prior to
the opening of a newly developed facility.  Generally, it takes approximately 24
months for a newly developed  facility to reach a stabilized  occupancy level of
90%. At this stabilized occupancy level, operating costs represent approximately
30% of stabilized  rental revenues.  Since the operating costs are substantially
fixed  in  nature,  a newly  developed  facility  will  not  reach a  break-even
operating cash flow until it achieves an occupancy level of  approximately  30%.
At December 31, 2000, the 30 newly developed facilities had an average occupancy
level of approximately  40%. We expect that over at least the next twelve months
our  development  activities  will  continue  to have a  negative  impact to our
earnings as additional newly developed facilities are opened. See "Liquidity and
Capital Resources - Acquisition and Development of Facilities."

                                       24

<PAGE>

         During 2000, the Company acquired 12 operating self-storage  facilities
for an aggregate  cost of $61.2  million.  Included in the above table for 2000,
under the caption  "Other  Facilities",  are revenues of $2,442,000  and cost of
operations of $790,000 with respect to these facilities.

         As described in Note 3 to the  financial  statements,  on September 15,
2000, we acquired the remaining ownership interests in a partnership of which we
are the general  partner,  for an aggregate  acquisition  cost of $81.2 million,
consisting  of cash of  $66.8  million  and the  reduction  of our  pre-existing
investment in the amount of $14.4  million.  Included in the above table,  under
the caption "Other Facilities",  for 2000 are revenues of $3,242,000 and cost of
operations of $1,051,000, with respect to these facilities.

         COMMERCIAL PROPERTY OPERATIONS: Commercial property operations included
in the consolidated  financial  statements include commercial space owned by the
Company and  Consolidated  Entities.  Effective April 1, 1998, our investment in
PSB is accounted for on the equity method of  accounting,  and  accordingly  our
share of PSB's  earnings  is  reflected  as "Equity in  earnings  of real estate
entities."

         During 2000, we acquired two commercial  facilities (which are expected
to be converted  into storage  facilities)  for an aggregate cost of $5,930,000.
Included within  commercial  property  operations for 2000 with respect to these
facilities was revenues of $475,000 and cost of operations of $131,000.

         The  following  table sets  forth the  historical  commercial  property
amounts included in the financial statements:

<TABLE>
<CAPTION>
COMMERCIAL PROPERTY OPERATIONS:
-------------------------------
                                    Year Ended December 31,                 Year Ended December 31,
                                    -----------------------                 -----------------------
                                       2000        1999       Change            1999        1998       Change
                                    ----------  ----------  ----------       ----------  ----------  ----------
                                                             (Amounts in thousands)
<S>                                   <C>          <C>           <C>          <C>          <C>         <C>
Rental income  ...............        $11,341      $ 8,204       38.2%        $ 8,204      $23,112     (64.5)%
Cost of operations............          3,826        2,826       35.4%          2,826        7,951     (64.5)%
                                    ----------  ----------  ----------       ----------  ----------  ----------
   Net operating income.......          7,515        5,378       39.7%          5,378       15,161     (64.5)%

   Depreciation expense.......          2,291        1,686       35.9%          1,686        4,437     (62.0)%
                                    ----------  ----------  ----------       ----------  ----------  ----------
   Operating income...........         $5,224       $3,692       41.5%         $3,692      $10,724     (65.6)%
                                    ==========  ==========  ==========       ==========  ==========  ==========
</TABLE>

        From the time of PSB's formation through March 31, 1998, we consolidated
the accounts of PSB in our financial  statements.  During the second  quarter of
1998, our ownership  interest in PSB was reduced below 50% and, as a result,  we
no longer had a controlling  interest in PSB.  Accordingly,  effective  April 1,
1998,  we no longer  include the accounts of PSB in the  consolidated  financial
statements and have accounted for our  investment  using the equity method.  For
all periods  after March 31, 1998,  the income  statement  includes our share of
income in PSB.  Further,  commercial  property  operations for the periods after
March 31, 1998 reflect only the  commercial  property  operations  of facilities
owned by us which have both  storage  and  commercial  use  combined at the same
property location.

CONTAINERIZED STORAGE OPERATIONS
--------------------------------------------------------------------------------

         In August 1996, Public Storage Pickup & Delivery ("PSUD"), a subsidiary
of the Company,  made its initial entry into the containerized  storage business
through  its  acquisition  of a single  facility  operator  located  in  Irvine,
California. At December 31, 2000, PSPUD operated 41 facilities in 13 states. The
facilities  are  located in major  markets in which we have  significant  market
presence with respect to our traditional storage facilities.

         Due to the start-up  nature of the business,  PSPUD incurred  operating
losses totaling  approximately $5.1 million, $7.4 million, and $28.4 million for
the years ended December 31, 2000,  1999 and 1998,  respectively,  summarized as
follows:

                                       25

<PAGE>

<TABLE>
<CAPTION>
CONTAINERIZED STORAGE:
----------------------
                                           Year Ended December 31,                   Year Ended December 31,
                                           -----------------------   Dollar         -----------------------     Dollar
                                              2000        1999       Change            1999          1998       Change
                                           ----------  ----------- ----------       -----------   ----------  ----------
                                                                   (Dollar amounts in thousand)
<S>                                          <C>          <C>        <C>               <C>          <C>          <C>
Rental and other income ............         $37,914      $27,028    $10,886           $27,028      $24,466      $2,562
                                           ----------  ----------- ----------       -----------   ----------  ----------
Cost of operations:
    Direct operating costs..........          27,849       18,397      9,452            18,397       24,902      (6,505)
    Marketing and advertising.......           1,283        1,333       (50)             1,333        9,206      (7,873)
    Facility lease expense..........           8,666        9,779    (1,113)             9,779       14,400      (4,621)
                                           ----------  ----------- ----------       -----------   ----------  ----------
       Total cost of operations.....          37,798       29,509      8,289            29,509       48,508     (18,999)
                                           ----------  ----------- ----------       -----------   ----------  ----------

    Operating gain (loss) prior to
      depreciation..................             116       (2,481)     2,597            (2,481)     (24,042)     21,561

    Depreciation expense (a)........           5,251        4,915        336             4,915        4,317         598
                                           ----------  ----------- ----------       -----------   ----------  ----------

Operating losses....................         $(5,135)     $(7,396)    $2,261           $(7,396)    $(28,359)    $20,963
                                           ==========  =========== ==========       ===========   ==========  ==========
</TABLE>

         (a)  Depreciation  for 2000  includes  $450,000  with  respect  to real
              estate assets.

         Rental and other income  includes  monthly  rental charges to customers
for storage of the  containers  and service fees charged for pickup and delivery
of containers to customers'  homes.  Rental income  increased to  $37,914,000 in
2000 as  compared  to  $27,028,000  in 1999 as a result of higher per  container
rents and an  increase  in  occupied  containers.  Rental  income  increased  to
$27,028,000 in 1999 compared to  $24,466,000 in 1998  principally as a result in
increases in the number of occupied containers. At December 31, 2000, there were
approximately 59,443 occupied containers compared to 57,405 at December 31, 1999
and 48,360 at December 31, 1998.

         Direct operating costs principally  includes  payroll,  equipment lease
expense,  utilities  and vehicle  expenses  (fuel and  insurance).  In addition,
during 2000,  included in direct operating costs was $1,853,000  expensed due to
the obsolescence of containers.

         Marketing and advertising  expense decreased to $1,333,000 in 1999 from
$9,206,000 in 1998 primarily due to the curtailment of television advertising in
the second half of 1998.

         Substantially  all of the facilities in which PSPUD operates are leased
from third  parties.  Over the past three  years,  facility  lease  expense  has
continued to decrease  ($8,666,000 in 2000,  $9,779,000 in 1999, and $14,400,000
in 1998).  The reduction from 1999 to 2000 is  principally  the result of moving
the  operations  from leased  facilities to  wholly-owned  facilities,  and thus
eliminating the lease expense paid to third parties.  The reduction from 1998 to
1999 is  principally  the result of the  reduction  in the number of  facilities
being operated.

         At December 31, 2000, 25 of the 41 containerized storage facilities are
leased from third parties.  We anticipate  developing 45 combination  facilities
(which  includes 14 storage  facilities  that are being converted to combination
facilities)  that combine  self-storage and  containerized  storage space in the
same  location.  These  facilities  are  expected  to  replace  22 of the leased
facilities  during 2001. We expect that an increasing part of the  containerized
storage business will be operated from this type of facility. To the extent that
these developed  combination  facilities  replace  existing  third-party  leased
facilities, lease expense should continue to be reduced.

         The containerized  storage  operations may continue to adversely impact
the Company's  future  earnings and cash flows.  There can be no assurance as to
the level of the  containerized  storage  business's  expansion,  level of gross
rentals, level of move-outs or profitability.

                                       26

<PAGE>

        EQUITY IN EARNINGS OF REAL ESTATE ENTITIES: In addition to our ownership
of equity interests in PSB, we had general and limited partnership  interests in
11 limited  partnerships at December 31, 2000 (PSB and the limited  partnerships
are  collectively  referred  to as the  "Unconsolidated  Entities").  Due to our
limited ownership interest and control of these entities,  we do not consolidate
the accounts of these entities for financial reporting purposes, and account for
such investments using the equity method.

        Equity in earnings of real estate  entities for the year ended  December
31, 2000  consists of our pro rata share of the  Unconsolidated  Entities  based
upon  our  ownership  interest  for the  period.  Similar  to the  Company,  the
Unconsolidated  Entities  (other than PSB) generate  substantially  all of their
income  from their  ownership  of storage  facilities,  which we manage.  In the
aggregate,  the Unconsolidated  Entities (including PSB) own a total of 254 real
estate facilities, 114 of which are storage facilities. The following table sets
forth the significant components of equity in earnings of real estate entities:

<TABLE>
<CAPTION>
HISTORICAL SUMMARY:                            Year Ended December 31,                     Year Ended December 31,
-------------------                            -----------------------     Dollar         -----------------------     Dollar
                                                  2000         1999        Change           1999          1998        Change
                                               ----------   ----------   ----------       ----------    ---------   ----------
                                                                           (Amounts in thousands)
Property operations:
<S>                                             <C>           <C>           <C>            <C>          <C>         <C>
  PSB....................................       $42,562       $35,623       $6,939         $35,623      $23,301     $12,322
  Development Joint Venture..............         4,541         2,346        2,195           2,346          729       1,617
  Other investments - primarily storage..        16,724        18,036       (1,312)         18,036       20,329      (2,293)
                                               ----------   ----------   ----------       ----------    ---------   ----------
                                                 63,827        56,005        7,822          56,005       44,359      11,646
                                               ----------   ----------   ----------       ----------    ---------   ----------
Depreciation:
  PSB....................................       (14,672)      (12,130)      (2,542)        (12,130)      (7,303)     (4,827)
  Development Joint Venture..............        (1,887)       (1,320)        (567)         (1,320)        (564)       (756)
  Other investments - primarily storage .        (5,266)       (6,271)       1,005          (6,271)      (6,017)       (254)
                                               ----------   ----------   ----------       ----------    ---------   ----------
                                                (21,825)      (19,721)      (2,104)        (19,721)     (13,884)     (5,837)
                                               ----------   ----------   ----------       ----------    ---------   ----------
Other: (1)
  PSB  (2)...............................        (7,150)       (4,505)      (2,645)         (4,505)      (1,220)     (3,285)
  Development Joint Venture..............            40           153         (113)            153           97          56
  Other investments - primarily storage..         1,217           251          966             251       (2,750)      3,001
                                               ----------   ----------   ----------       ----------    ---------   ----------
                                                 (5,893)       (4,101)      (1,792)         (4,101)      (3,873)       (228)
                                               ----------   ----------   ----------       ----------    ---------   ----------

Total equity in earnings of real estate
entities..................................      $36,109       $32,183       $3,926         $32,183      $26,602      $5,581
                                               ==========   ==========   ==========       ==========    =========   ==========
</TABLE>

    (1)  "Other"  reflects  the  Company's  share of general and  administrative
         expense,  interest expense,  interest income,  and other  non-property,
         non-depreciation related operating results of these entities.

    (2)  During 2000,  the company also  recorded its pro-rata  share of gain on
         disposition of real estate investments totaling  $3,210,000.  This gain
         is  included in the line item "Gain on  disposition  of real estate and
         real estate investments" on our consolidated statements of income.

         The  increase  in  2000  equity  in  earnings  as  compared  to 1999 is
principally the result of improved  operations of PSB,  offset  partially by the
impact of certain  business  combinations  occurring in 2000 and 1999 whereby we
obtained a  controlling  interest in certain  entities  and began to include the
accounts of such entities in the consolidated financial statements. Prior to the
inclusion of these entities in the consolidated  financial  statements,  we used
the  equity  method to report  our share of the  entities'  earnings.  Equity in
earnings of real estate entities  includes income of $866,000,  $3,539,000,  and
$1,034,000 for 2000,  1999 and 1998,  respectively,  with respect to investments
which no longer existed at December 31, 2000.

         The  increase  in 1999  equity  in  earnings  of real  estate  entities
compared to 1998 is  principally  the result of improved  operations  of PSB, as
well as the impact of the deconsolidation of PSB effective April 1, 1998 whereby
1999's  equity in earnings  includes a full year with respect to our interest in
the  operations  of PSB, and 1998  includes  nine months of such  interest.  The
increase  is  partially  offset by the impact of certain  business  combinations
occurring in 1998 and 1999 whereby we acquired a controlling interest in certain
entities and began to include the accounts of such entities in the  consolidated
financial  statements.   Prior  to  the  inclusion  of  these  entities  in  the
consolidated financial statements, we used the equity method to report our share
of the entities' earnings.

                                       27

<PAGE>

         Equity in earnings of PSB represents our pro rata share  (approximately
42%) of earnings  of PS  Business  Parks,  Inc.,  a publicly  traded real estate
investment  trust. As of December 31, 2000, we owned 5,418,273 common shares and
7,305,352  operating  partnership units (units which are convertible into common
shares on a  one-for-one  basis) in PSB.  PSB is a publicly  traded  real estate
investment  trust  organized by the Company on January 2, 1997.  At December 31,
2000,  PSB owned  140  properties  located  in 9 states.  PSB also  manages  the
commercial properties owned by the Company and affiliated entities

        In April 1997, we formed a joint venture  partnership (the  "Development
Joint Venture") with an institutional investor to participate in the development
of  approximately  $220  million of storage  facilities.  The  venture is funded
solely with equity  capital  consisting of 30% from the Company and 70% from the
institutional  investor.  Equity in earnings from the Development  Joint Venture
reflects  our  pro  rata  share,  based  upon  our  ownership  interest,  of the
operations of the Development  Joint Venture.  Since inception  through December
31, 2000,  the  Development  Joint  Venture has  developed and opened 47 storage
facilities with an aggregate cost of approximately $231.5 million. Generally the
construction period takes nine to 12 months followed by a 18 to 24 month fill-up
process  until the newly  constructed  facility  reaches a stabilized  occupancy
level of approximately 90%. For fiscal 1997, 1998, and 1999, the majority of the
completed facilities are in the fill-up process and had not reached a stabilized
occupancy  level.  We expect that our earnings with respect to our investment in
the  Development  Joint Venture will continue to increase in 2001 as compared to
2000 as the existing properties continue to fill up.

         During the first six months of fiscal  2000,  we  acquired  controlling
interests in certain  entities.  As a result of our  ownership  and control,  we
began  to  consolidate  the  accounts  of  these  entities  into  our  financial
statements.  Since we no longer  account  for our  investment  using the  equity
method,  equity  in  earnings  with  respect  to the  "Other  partnerships"  has
decreased in 2000 as compared 1999.

OTHER INCOME AND EXPENSE ITEMS
--------------------------------------------------------------------------------

         INTEREST AND OTHER  INCOME:  Interest in other income  includes (i) the
net operating results from our property management operations,  (ii) merchandise
sales and consumer truck rentals and (iii) interest income.

         Interest  and other  income has  increased  in 2000 as compared to 1999
principally  as a result of higher cash  balances  invested in interest  bearing
accounts.  Higher cash  balances are  primarily due to our issuance of preferred
operating  partnership  units in 2000 and the timing of  investing  the proceeds
into real estate assets.

         DEPRECIATION AND  AMORTIZATION:  Depreciation and amortization  expense
was  $148,967,000  in  2000,  $137,719,000  in 1999  and  $111,799,000  in 1998.
Depreciation expense with respect to the real estate facilities was $134,857,000
in 2000,  $123,495,000 in 1999 and $98,173,000 in 1998; the increases are due to
the  acquisition  of  additional  real estate  facilities  in 1998 through 2000.
Depreciation  expense  with  respect  to  non  real  estate  assets,   primarily
depreciation of equipment associated with the containerized  storage operations,
was $4,801,000 in 2000, $4,915,000 in 1999 and $4,317,000 in 1998.  Amortization
expense with respect to intangible  assets  totaled  $9,309,000  for each of the
three years ended December 31, 2000.

         GENERAL AND ADMINISTRATIVE EXPENSE:  General and administrative expense
was $21,306,000 in 2000,  $12,491,000 in 1999 and  $11,635,000 in 1998.  General
and  administrative  costs for each year  principally  consist  of state  income
taxes,  investor  relation  expenses,   certain  overhead  associated  with  the
acquisition and development of real estate facilities,  and overhead  associated
with the containerized  storage business.  The increase includes an expansion in
our product research and development  efforts,  as well as costs associated with
lease  terminations  on  leased  containerized  storage  facilities  which  were
replaced by newly-developed facilities, and increased consulting fees. The total
amount of such expenses was  approximately  $5,963,000 in 2000 and $1,291,000 in
1999 (none in 1998).  In addition,  during 2000, we  experienced  an increase in
costs relating to our development  activities of  approximately  $1,447,000 when
compared to 1999.

                                       28

<PAGE>

         Although  we expect that our  general  and  administrative  expense for
fiscal  2001 will be less than what we  experienced  in 2000 we expect to exceed
the level of general and administrative  expense  experienced in 1999 due to the
following:  (i) the growth in the size of the  Company,  (ii)  additional  lease
termination cost with respect to the leased  containerized  storage  facilities,
and  (iii)  Company's  property  acquisition  and  development  activities  have
continued  to  expand,   resulting  in  certain  additional  costs  incurred  in
connection with the acquisition of additional real estate facilities.

         INTEREST EXPENSE:  Interest expense was $3,293,000 in 2000,  $7,971,000
in 1999  and  $4,507,000  in 1998.  Debt and  related  interest  expense  remain
relatively  low  compared to our overall  asset base.  The  decrease in interest
expense  in 2000  compared  to 1999  is  principally  the  result  of  increased
capitalized  interest.  Capitalized interest expense totaled $9,778,000 in 2000,
$4,509,000 in 1999 and  $3,481,000 in 1998 in  connection  with our  development
activities.

         The combined interest expense and capitalized  interest was $13,071,000
in 2000,  $12,480,000  in 1999 and  $7,988,000 in 1998.  The increase in 2000 as
compared  to 1999 is due to the  carrying  the $100  million  of  notes  payable
assumed in the merger with Storage  Trust for one full year in 2000  compared to
8.5 months during 1999, partially offset by regular principal amortization.  The
increase in 1999 as compared to 1998 is due to the $100 million of notes payable
assumed in the merger with Storage Trust.

         MINORITY INTEREST IN INCOME: Minority interest in income represents the
income  allocable to equity  interests in Consolidated  Entities,  which are not
owned by the  Company.  Since 1990,  we have  acquired  portions of these equity
interests through our acquisition of limited and general  partnership  interests
in the Consolidated Entities.  These acquisitions have resulted in reductions to
the "Minority  interest in income" from what it would otherwise have been in the
absence of such acquisitions,  and accordingly,  have increased our share of the
Consolidated Entities' income.

         In fiscal 1999 and 1998, we acquired sufficient  ownership interest and
control in various  partnerships  and commenced  including the accounts of these
partnerships in the consolidated financial statements,  resulting in an increase
in minority  interest in income.  The increase in minority interest in income in
2000  compared  to  1999 is  primarily  related  to the  issuance  of  preferred
operating partnership units in one of our consolidated  partnerships (see Note 8
to the consolidated financial statements).  The decrease in minority interest in
income in 1999  compared  to 1998 is the result of the  deconsolidation  of PSB,
partially offset by the consolidation of additional partnerships.

         In determining income allocable to the minority interest for 2000, 1999
and 1998  consolidated  depreciation and  amortization  expense of approximately
$7,138,000,  $9,294,000  and  $12,022,000,  respectively,  was  allocated to the
minority  interest.  The  changes  in  depreciation  allocated  to the  minority
interest were  principally  the result of the factors denoted above with respect
to minority interest in income.

SUPPLEMENTAL PROPERTY DATA AND TRENDS
--------------------------------------------------------------------------------

         At December 31, 2000, there were  approximately  46 ownership  entities
owning in aggregate 1,361 storage facilities,  including the facilities which we
own and/or operate.  At December 31, 2000, 114 of these facilities were owned by
Unconsolidated Entities, entities in which we have an ownership interest and use
the equity  method for financial  statement  presentation.  The remaining  1,247
facilities are owned by the Company and Consolidated Entities.

                                       29

<PAGE>

         The following table summarizes our investment in real estate facilities
as of December 31, 2000:

<TABLE>
<CAPTION>
                                             Number of Facilities in which the           Net Rentable Square Footage
                                             Company has an ownership interest                 (in thousands)
                                             ---------------------------------      -----------------------------------
                                               Storage    Commercial                  Storage     Commercial
                                             Facilities   Properties     Total      Facilities    Properties      Total
                                             ----------   ----------    ------      ----------    ----------     ------
<S>                                                <C>           <C>       <C>         <C>            <C>        <C>
Wholly-owned facilities                            618           6         624         37,853         394        38,247
Facilities owned by Consolidated Entities          629           -         629         36,717           -        36,717
                                             ----------   ----------    ------      ----------    ----------     ------
    Total consolidated facilities                1,247           6       1,253         74,570         394        74,964

Facilities owned by Unconsolidated Entities        114         140         254          6,732      12,626        19,358
                                             ----------   ----------    ------      ----------    ----------     ------
Total facilities in which the Company has
  an ownership interest                          1,361         146       1,507         81,302      13,020        94,322
                                             ==========   ==========    ======      ==========    ==========     ======
</TABLE>

         In order to  evaluate  how our  overall  portfolio  has  performed,  we
analyze the operating  performance of a consistent  group of storage  facilities
representing  949 (55.2  million net rentable  square feet) of the 1,361 storage
facilities  (herein  referred to as "Same Store"  storage  facilities).  The 949
facilities  represent a consistent  pool of properties  which have been operated
under the "Public  Storage"  name, at a stabilized  level,  by the Company since
January 1, 1994.  From time to time, we remove  facilities from the "Same Store"
pool as a result of expansions, dispositions or other activities which make such
facilities' results not comparable to previous periods.

         The Same Store group of properties  includes 82 facilities that are not
consolidated in the financial statements. Accordingly, rental income and cost of
operations  with  respect  to  these  82  facilities  are not  reflected  on the
consolidated  statements of income.  As of December 31, 2000,  the remaining 867
facilities are included in the consolidated financial statements,  however, many
of them were not included in the consolidated  financial  statements  throughout
each  of  the  three  years  presented.   The  following  table  summarizes  the
pre-depreciation   historical  operating  results  of  the  Same  Store  storage
facilities:

<TABLE>
<CAPTION>
SAME STORE STORAGE FACILITIES:
------------------------------
(historical property operations)
                                           Year Ended December 31,                   Year Ended December 31,
                                           -----------------------  Percentage       -----------------------  Percentage
                                              2000         1999       Change            1999         1998       Change
                                           ----------   ----------  ----------       ----------   ----------  ----------
                                                    (Dollar amounts in thousands except rent per square foot)

<S>                                         <C>          <C>            <C>           <C>          <C>           <C>
Rental income (1)...................        $547,904     $524,880       4.4%          $524,880     $503,274      4.3%
Cost of operations (2)..............         164,197      154,974       6.0%           154,974      151,604      2.2%
                                           ----------   ----------  ----------       ----------   ----------  ----------

Net operating income................        $383,707     $369,906       3.7%          $369,906     $351,670      5.2%
                                           ==========   ==========  ==========       ==========   ==========  ==========
Gross profit margin (3).............           70.0%        70.5%      (0.5)%            70.5%        69.9%      0.6%

WEIGHTED AVERAGE:
  Occupancy.........................           92.3%        92.5%      (0.2)%            92.5%        92.5%      0.0%
  Realized annual rent per sq. ft (4)         $10.36        $9.89       4.8%             $9.89        $9.46      4.5%
  Scheduled annual rent per sq. ft..          $11.46       $10.50       9.1%            $10.50       $10.20      2.9%

</TABLE>
-----------------

1.   Rental  income  includes  late  charges  and  administrative  fees  that in
     aggregate totaled $19,937,000 in 2000, $19,908,000 in 1999, and $19,874,000
     in 1998.

                                       30

<PAGE>

2.   Cost of operations consists of the following:

                                             2000          1999         1998
                                         ----------     ----------    ----------
Payroll expense                            $46,460       $45,293        $44,807
Property taxes                              46,234        46,279         46,833
Repairs and maintenance                     15,827        12,933         12,874
Advertising                                  8,632         7,501          5,187
Telephone  reservation center costs          9,560         7,888          7,071
Utilities                                   11,944        11,646         11,625
Other                                       25,540        23,434         23,207
                                         ----------     ----------    ----------
                                          $164,197      $154,974       $151,604
                                         ==========     ==========    ==========

3.   Gross profit margin is computed by dividing  property net operating  income
     (before depreciation expense) by rental revenues.

4.   Realized  annual rent per square foot is  computed  by  annualizing  rental
     income excluding late charges and  administrative  fees divided by weighted
     average occupied square footage for the year.

         In early 1996, we implemented a national  telephone  reservation system
designed to provide added customer service for all the storage  facilities under
management.  We believe that the improved operating results, as indicated in the
above  table,  in large part are due to the  success of the  national  telephone
reservation system.

         Rental  income for the Same  Store  facilities  was net of  promotional
discounts  totaling  $14,035,000  in 2000  compared to  $14,830,000  in 1999 and
$15,048,000 in 1998.

         The  storage  facilities  experience  minor  seasonal  fluctuations  in
occupancy levels with occupancies  generally higher in the summer months than in
the winter months. The Company believes that these  fluctuations  result in part
from increased moving activities during the summer.

                                       31

<PAGE>
<TABLE>
<CAPTION>
Same-Store Operating Trends by Region (Dollar amounts in thousands, except weighted average amounts)
----------------------------------------------------------------------------------------------------
                Northern California     Southern California            Texas
               ---------------------    --------------------    --------------------
                          % change                % change                % change
                            from                    from                    from
                Amount    prior year    Amount    prior year    Amount    prior year
               -------    ----------    -------   ----------    -------   ----------
Rental income:
--------------
<S>     <C>    <C>           <C>       <C>           <C>        <C>          <C>
        2000   $82,081       5.3%      $105,848      7.5%       $46,242      1.4%
        1999   $77,973       2.9%       $98,460      8.2%       $45,601      2.1%
        1998   $75,771      10.2%       $90,978     10.1%       $44,670      6.0%

Cost of operations:
-------------------
        2000   $19,033       6.9%       $24,485      7.8%       $18,097      1.0%
        1999   $17,803       1.2%       $22,711      2.1%       $17,915      4.4%
        1998   $17,598       9.8%       $22,252      7.6%       $17,166     11.7%

Net operating income:
---------------------
        2000   $63,048       4.8%       $81,363      7.4%       $28,145      1.7%
        1999   $60,170       3.4%       $75,749     10.2%       $27,686      0.7%
        1998   $58,173      10.4%       $68,726     11.0%       $27,504      2.7%

Weighted avg. occupancy:
------------------------
        2000     94.60%      1.4%        95.70%      0.8%         90.40%    (1.6)%
        1999     93.20%     (1.5)%       94.90%      0.6%         92.00%    (0.6)%
        1998     94.70%     (1.4)%       94.30%      2.8%         92.60%     0.7%

Weighted avg. annual realized rents per occupied sq. ft.:
---------------------------------------------------------
        2000     $13.14      3.9%       $12.70       6.7%         $7.30      3.5%
        1999     $12.65      4.8%       $11.90       7.9%         $7.05      2.9%
        1998     $12.07     12.3%       $11.03       7.6%         $6.85      5.5%

Number of
  facilities        121                   136                      107
</TABLE>

<TABLE>
<CAPTION>
      Same-Store Operating Trends by Region (Dollar amounts in thousands, except weighted average amounts)
---------------------------------------------------------------------------------------------------------------
                         Florida                 Illinois              Other states               Total
                   --------------------   ---------------------    --------------------   ---------------------
                             % change                % change                % change                % change
                               from                    from                    from                    from
                   Amount    prior year    Amount    prior year    Amount    prior year    Amount    prior year
                   -------   ----------   -------    ----------    --------  ----------   --------   ----------
Rental income:
--------------
<S>     <C>        <C>          <C>       <C>           <C>        <C>          <C>       <C>           <C>
        2000       $32,664      3.2%      $38,592       4.9%       $242,477     3.4%      $547,904      4.4%
        1999       $31,649      2.4%      $36,779       6.0%       $234,418     3.6%      $524,880      4.3%
        1998       $30,896      6.0%      $34,709       9.5%       $226,250     5.9%      $503,274      7.6%

Cost of operations:
-------------------
        2000       $11,588      3.7%      $14,366       6.9%        $76,628     6.5%      $164,197      6.0%
        1999       $11,177      3.2%      $13,437      (5.5)%       $71,931     3.5%      $154,974      2.2%
        1998       $10,835      5.8%      $14,222       7.0%        $69,531     5.0%      $151,604      6.9%

Net operating income:
---------------------
        2000       $21,076      3.0%      $24,226       3.8%       $165,849     2.1%      $383,707      3.7%
        1999       $20,472      2.0%      $23,342      13.9%       $162,487     3.7%      $369,906      5.2%
        1998       $20,061      6.1%      $20,487      11.2%       $156,719     6.3%      $351,670      7.8%

Weighted avg. occupancy:
------------------------
        2000        89.40%    (0.7)%       91.80%     (0.8)%        91.50%    (0.4)%        92.30%    (0.2)%
        1999        90.10%    (0.5)%       92.60%     (0.1)%        91.90%     0.3%         92.50%     0.0%
        1998        90.60%     0.6%        92.70%      0.8%         91.60%     0.7%         92.50%     0.8%

Weighted avg. annual realized rents per occupied sq. ft.:
---------------------------------------------------------
        2000        $8.94      4.2%        $11.49      5.8%         $9.68      4.0%         $10.36     4.8%
        1999        $8.58      2.8%        $10.86      6.1%         $9.31      3.2%          $9.89     4.5%
        1998        $8.35      5.4%        $10.24      8.2%         $9.02      5.3%          $9.46     6.9%

Number of
  facilities        70                      56                      459                     949
</TABLE>
                                       32

<PAGE>

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

         We believe that our internally generated net cash provided by operating
activities  will  continue to be  sufficient  to enable us to meet our operating
expenses,  capital improvements,  debt service requirements and distributions to
shareholders for the foreseeable future.

         Operating as a real estate  investment  trust ("REIT"),  our ability to
retain cash flow for reinvestment is restricted. In order for us to maintain our
REIT status,  a substantial  portion of our operating  cash flow must be used to
make  distributions  to our  shareholders  (see "REIT STATUS"  below).  However,
despite the significant distribution requirements, we have been able to retain a
significant  amount of our operating cash flow. The following  table  summarizes
our ability to make the minority interests' distributions,  dividend payments to
the preferred  shareholders and capital  improvements to maintain our facilities
through the use of cash provided by operating  activities.  The  remaining  cash
flow  generated  is  available to make both  scheduled  and  optional  principal
payments on debt and for reinvestment.

<TABLE>
<CAPTION>

                                                                                  For the Year Ended December 31,
                                                                              -----------------------------------------
                                                                                       (Amount in thousands)
                                                                                 2000           1999           1998
                                                                              ----------     -----------    -----------
<S>                                                                            <C>             <C>            <C>
Net income............................................................         $297,088        $287,885       $227,019
Depreciation and amortization (A).....................................          148,967         137,719        111,799
Depreciation from equity investments..................................           21,825          19,721         13,884
Less - Gain on sale of real estate....................................           (3,786)         (2,154)             -
Minority interest in income...........................................           38,356          16,006         20,290
                                                                              ----------     -----------    -----------
   Net cash provided by operating activities..........................          502,450         459,177        372,992

Allocable to minority interests (Preferred OP Units)..................          (24,859)              -              -
Allocable to minority interests (Common equity).......................          (20,635)        (25,300)       (32,312)
                                                                              ----------     -----------    -----------

Cash from operations allocable to the Company's shareholders .........          456,956         433,877        340,680
Less: preferred stock dividends.......................................         (100,138)        (94,793)       (78,375)
Less: Equity Stock, Series A dividends................................          (11,042)              -              -
                                                                              ----------     -----------    -----------

Cash from operations available to common shareholders.................          345,776         339,084        262,305

Capital improvements to maintain facilities:
  Storage facilities..................................................          (33,023)        (29,023)       (29,677)
  Commercial properties...............................................                -               -         (2,037)
  Add back: minority interest share of capital improvements to maintain
    facilities........................................................              728           1,269          2,476
                                                                              ----------     -----------    -----------

  Cash available for principal payments on debt, common dividends and
    reinvestment......................................................          313,481         311,330        233,067

  Regular cash distributions to common and Class B shareholders.......         (115,460)       (113,297)      (100,726)
                                                                              ----------     -----------    -----------

Cash available for principal payments on debt and reinvestment prior to
   special distribution...............................................          198,021         198,033        132,341
Special distributions to common shareholders (B)......................          (78,673)        (82,086)             -
                                                                              ----------     -----------    -----------

Cash available for principal payments on debt and reinvestment........         $119,348        $115,947       $132,341
                                                                              ==========     ===========    ===========
</TABLE>

(A)  Depreciation  and   amortization   includes   $4,801,000,   $4,915,000  and
     $4,317,000,  respectively,  with respect to non-real estate assets in 2000,
     1999 and 1998, respectively.

(B)  The  special  distribution  for  2000  was  declared  August  2000 and paid
     September 2000. The special  distribution for 1999 was declared in 1999 and
     paid in January 2000. In each instance,  the special  distribution  enabled
     the Company to maintain  its REIT status with  respect to the  distribution
     requirements.

                                       33

<PAGE>

         Our financial  profile is characterized by a low level of debt to total
capitalization, increasing net income, increasing cash flow from operations, and
a conservative dividend payout ratio with respect to the common stock. We expect
to fund our growth strategies with cash on hand at December 31, 2000, internally
generated  retained cash flows,  proceeds  from issuing  equity  securities  and
borrowings under our credit facility.  We intend to repay amounts borrowed under
the  credit  facility  from  undistributed  operating  cash  flow or,  as market
conditions  permit and are  determined  to be  advantageous,  from the public or
private placement of equity securities.

         As of December 31, 2000, there were no outstanding borrowings under our
$150.0  million  bank line of credit.  Outstanding  debt at  December  31,  2000
totaled  $156.0  million,  consisting  of  mortgage  debt of $26.7  million  and
unsecured debt of $129.3 million. By comparison,  our real estate facilities had
a net book value of $3.7 billion at December 31, 2000 accordingly, our portfolio
of real estate facilities is substantially unencumbered.

         We have  generally  only  increased  our  debt in  connection  with the
acquisition of real estate facilities.  Over the past three years we have funded
substantially  all of our acquisitions  with permanent  capital (both common and
preferred  stock).  We have elected to use preferred stock as a form of leverage
despite the fact that the dividend rates of our preferred  stock exceeds current
interest rates on conventional debt. We have chosen this method of financing for
the following  reasons:  (i) our perpetual  preferred  stock has no sinking fund
requirement,  or  maturity  date and does not require  redemption,  all of which
eliminate  any future  refinancing  risks,  (ii)  preferred  stock  allows us to
leverage the common stock  without the attendant  interest  rate or  refinancing
risks of debt,  and (iii) like  interest  payments,  dividends on the  preferred
stock can be applied to our REIT distributions  requirements,  which have helped
us to maintain a low common  stock  dividend  payout ratio and retain cash flow.
Our  credit  ratings on our Senior  Preferred  Stock by each of the three  major
credit  agencies are "baa2" by Moody's and BBB+ by Standard and Poor's and Fitch
IBCA.

         We believe that our size and financial flexibility enables us to access
capital when appropriate.  During 2000,  despite  difficult capital markets,  we
privately  issued  $365.0  million of  preferred  partnership  units as follows:
$240.0 million of 9.5% Series N Cumulative  Redeemable Perpetual Preferred Units
(issued March 17, 2000), $75.0 million of 9.125% Series O Cumulative  Redeemable
Perpetual  Preferred  Units (issued March 29, 2000),  and $50.0 million of 8.75%
Series P Cumulative  Redeemable  Perpetual  Preferred  Units (issued  August 11,
2000).  In addition,  in December,  2000,  we publicly  issued $28.5  million of
Equity Stock, Series A.

         Subsequent to December 31, 2000, we issued approximately $172.5 million
of our 8.600% Series Q Cumulative Perpetual Preferred Stock.

         DISTRIBUTION REQUIREMENTS:  We have operated, and intend to continue to
operate,  in such a manner as to qualify as a REIT  under the  Internal  Revenue
Code of  1986,  but no  assurance  can be  given  that we will at all  times  so
qualify.  To the extent that the Company continues to qualify as a REIT, we will
not be taxed,  with certain  limited  exceptions,  on the taxable income that is
distributed  to our  shareholders,  provided  that at least  95% of our  taxable
income is so  distributed  prior to filing of the Company's tax return.  We have
satisfied the REIT distribution requirement since 1980.

         During  2000,  we paid  regular  quarterly  distributions  of $0.22 per
common  share.  In  addition,  during the quarter  ended  September  30, 2000, a
special  distribution  in the amount of $0.60 per common share (an  aggregate of
$78.7 million) was declared and paid.  Distributions  with respect to the Common
Stock  and  Equity  Stock,  Series  A will be  determined  based  upon  our REIT
distribution  requirements after taking into consideration  distributions to the
preferred  shareholders.  We expect to increase our common  distribution in 2001
and beyond from the level of our regularly quarterly distribution level of $0.22
per common share  assuming a  continuation  of our  increasing  level of taxable
income.   These  increased   distributions  will  be  in  the  form  of  special
distributions of cash or securities, an increase in the regular quarterly common
distribution, or a combination thereof.

         With respect to the  depositary  shares of Equity  Stock,  Series A, we
have no  obligation to pay  distributions  if no  distributions  are paid to the
common  shareholders.  To the extent that we do pay common  distributions in any
year, the holders of the depositary  shares receive the lesser of (i) five times
the per share dividend on the common stock or (ii) $2.45. The depositary  shares
are  noncumulative,  and have no  preference  over our Common Stock either as to
dividends or in liquidation.

                                       34

<PAGE>

         During 2000, we paid dividends  totaling  $100.1 million to the holders
of our Senior  Preferred  Stock,  $184.1  million  to the  holders of our Common
Stock,  $10.0  million  to the  holders  of our  Class B Common  Stock and $11.0
million to the  holders  of our Equity  Stock,  Series A. We  estimate  that the
distribution requirements for fiscal 2001 with respect to Senior Preferred Stock
outstanding  at  December  31, 2000 will be  approximately  $100.1  million.  We
estimate  the  annual  distribution  requirement  with  respect  to the Series Q
Cumulative Perpetual Preferred Stock to be approximately $14.8 million per year.

         Our conservative  distribution policy has been the principal reason for
our ability to retain  significant  operating cash flows which have been used to
make additional investments and reduce debt. During 1998, 1999 and 2000, we paid
regular  distributions to common and Class B shareholders of approximately  38%,
33%  and  33%  of  our  cash  available  from  operations  allocable  to  common
shareholders, respectively. Including the special distributions paid in 1999 and
2000, we paid total  distributions to common and Class B shareholders of 58% and
56%,  respectively,  of our cash available from  operations  allocable to common
shareholders.

         CAPITAL  IMPROVEMENT  REQUIREMENTS:   During  2001,  we  have  budgeted
approximately $26.8 million for capital improvements.

         DEBT SERVICE  REQUIREMENTS:  We do not believe we have any  significant
refinancing risks with respect to our mortgage debt, all of which is fixed rate.
At December 31, 2000, we had total  outstanding  notes payable of  approximately
$156.0  million.  See  Note  7 to  the  consolidated  financial  statements  for
approximate  principal  maturities of such  borrowings.  We anticipate  that our
retained operating cash flow will continue to be sufficient to enable us to make
scheduled principal payments.

         GROWTH  STRATEGIES:  During  2001,  we intend to continue to expand our
asset and  capital  base  through  the  acquisition  of real  estate  assets and
interests in real estate assets from both  unaffiliated  and affiliated  parties
through  direct  purchases,  mergers,  tender offers or other  transactions  and
through the  development of additional  storage  facilities.  In addition to 618
wholly owned  storage  facilities,  we operate,  on behalf of  approximately  46
ownership  entities in which we have an interest,  629 storage  facilities under
the "Public Storage" name in which we have a partial equity interest.  From time
to time, some of these storage facilities or interests in them are available for
purchase, providing us with a source of additional acquisition opportunities.

         ACQUISITION  AND  DEVELOPMENT  OF  FACILITIES:  During  2000,  we  have
acquired two  commercial  facilities  and 12 storage  facilities at an aggregate
cost of  approximately  $67.1  million.  In addition,  on September 15, 2000, we
acquired the remaining  ownership  interests in a partnership,  of which we were
the general partner,  for an aggregate  acquisition cost of $81.2 million.  This
partnership owned 13 self-storage facilities.

         As  previously  announced,  in April  1997,  we formed a joint  venture
partnership with an  institutional  investor for the purpose of developing up to
$220.0 million of  self-storage  facilities.  The joint venture is funded solely
with equity  capital  consisting  of 30% from us and 70% from the  institutional
investor.  Our  share of the cost of the real  estate in the  joint  venture  is
approximately  $69 million at December  31, 2000.  As of December 31, 2000,  the
joint venture had 47 operating  facilities,  with 2,878,000 net rentable  square
feet and total development costs of approximately $231.5 million.

         In November 1999, we formed a second joint venture  partnership for the
development  of  approximately  $100  million of  self-storage  facilities.  The
venture is funded solely with equity  capital  consisting of 51% from us and 49%
from the joint venture partner. The term of the joint venture is 15 years. After
six  years,  the joint  venture  partner  has the right to cause the  company to
purchase the joint venture partner's interest for an amount necessary to provide
them with a  maximum  return of  10.75%  or less in  certain  circumstances.  At
December 31, 2000,  this  development  joint venture was committed to develop 17
facilities  (approximately  1,229,000  net  rentable  sq. ft.) with an estimated
development  cost  of  approximately  $36.9  million,  of  which  11  facilities
(approximately 714,000 net rentable sq. ft.) were completed at an aggregate cost
of approximately  $50.8 million. As of December 31, 2000, the second development
joint venture is developing six additional projects  (approximately  515,000 net
rentable  square feet) that were in process,  with total costs incurred of $23.8
million and  estimated  remaining  costs to complete of $13.1  million.  We have
submitted 5 additional  facilities  for approval with total  estimated  costs of
approximately $22.4 million; we have incurred approximately $8.5 million through
December  31,  2000 with  respect  to these 5  projects.  Upon  approval,  these

                                       35

<PAGE>

projects will be transferred to the joint venture and the joint venture  partner
will contribute its 49% share.

         We  currently  have  a  development  "pipeline"  of  110  self  storage
facilities,  combination  facilities,  and  expansions  to existing self storage
facilities  with an aggregate  estimated cost of  approximately  $628.2 million.
Approximately  $238.6 million of development cost is incurred as of December 31,
2000.  We have  acquired  the  land  for 78 of  these  projects,  which  have an
aggregate estimated cost of approximately  $425.9 million, and costs incurred as
of  December  31,  2000  of  approximately  $234.3  million.  The  remaining  32
facilities  represent  identified  sites where we have an  agreement in place to
acquire the land generally within one year.

         The development  and fill-up of these storage  facilities is subject to
significant contingencies.  We estimate that the amount remaining to be spent of
approximately  $373.9 million will be incurred over the next 24 - 28 months. The
following  table sets forth our  development  pipeline  and a range of estimated
opening dates for these projects:

<TABLE>
<CAPTION>
                                           Number      Total Estimated    Total Cost Incurred      Estimated time
                                           of              Cost of          through December     Frames of Facility
                                           Facilities    Development            31, 2000              Openings
                                           ----------  ---------------    -------------------    ------------------

Development - Land Acquired at 12/31/00
---------------------------------------
<S>                                            <C>        <C>                 <C>                  <C>      <C>
Self-storage facilities...............         31         $   183,459         $      115,483      Q1 '01 - Q1 `02
Expansions of existing self-storage
    facilities........................         25              73,337                 39,243      Q1 '01 - Q1 `02
Combination facilities................         22             169,103                 79,607      Q1 '01 - Q1 `02
                                           ----------  ---------------    -------------------
     Total............................         78             425,899                234,333
                                           ----------  ---------------    -------------------
Potential  Development  -  Land  to  be
---------------------------------------
Acquired After 12/31/00
-----------------------
Self-storage facilities - development
    starts estimated by 6/30/01.......         16             106,299                  2,532      Q2 '02 - Q3 `02
Self-storage facilities - development
    starts estimated after 6/30/01....          5              40,863                    542        After Q3 `02
Expansions of existing self-storage
    facilities........................          7              12,421                    388      Q1 '02 - Q3 `02
Combination facilities................          4              27,046                    792      Q1 '02 - Q3 `02
                                           ----------  ---------------    -------------------

     Total............................         32             186,629                  4,254
                                           ----------  ---------------    -------------------

     Totals...........................        110         $   612,528         $      238,587
                                           ==========  ===============    ===================
</TABLE>

         STOCK REPURCHASE PROGRAM: As previously announced,  the Company's Board
of Directors  authorized  the  repurchase  from time to time of up to 15,000,000
shares  of the  Company's  common  stock  on the  open  market  or in  privately
negotiated transactions. On March 15, 2001, the Board of Directors increased the
repurchase  authorization  to 20,000,000  shares.  During 2000, we repurchased a
total of 3,417,700  shares,  for a total aggregate cost of  approximately  $77.8
million. From the inception of the repurchase program through December 31, 2000,
we have repurchased a total of 10,826,527 shares of common stock at an aggregate
cost of approximately $257.0 million. From January 1, 2001 until March 14, 2001,
the Company  repurchased  a total of 3,961,800  shares at an  aggregate  cost of
approximately $102.2 million.

         FUNDS FROM  OPERATIONS:  Total funds from operations or "FFO" increased
to $452.2  million for the year ended 2000  compared  to $429.0  million for the
year ended 1999 and $336.4 million in 1998. FFO available to common shareholders
(after deducting preferred stock dividends)  increased to $340.9 million for the
year ended  December  31,  2000  compared  to $334.2  million in 1999 and $258.0
million in 1998.  FFO means net  income  (loss)  (computed  in  accordance  with
generally  accepted  accounting  principles)  before  (i) gain  (loss)  on early
extinguishment  of debt, (ii) minority  interest in income and (iii) gain (loss)
on disposition of real estate,  adjusted as follows:  (i) plus  depreciation and
amortization  related to real estate assets  (including  the Company's  pro-rata

                                       36

<PAGE>

share of depreciation  and amortization of  unconsolidated  equity interests and
amortization  of assets  acquired  in a merger,  including  property  management
agreements and goodwill), and (ii) less FFO attributable to minority interests.

         FFO is a supplemental  performance  measure for equity REITs as defined
by the National  Association of Real Estate Investment Trusts, Inc.  ("NAREIT").
The NAREIT  definition does not  specifically  address the treatment of minority
interest in the  determination  of FFO or the treatment of the  amortization  of
property  management  agreements and goodwill.  In the case of the Company,  FFO
represents  amounts  attributable to its  shareholders  after deducting  amounts
attributable   to  the  minority   interests  and  before   deductions  for  the
amortization of property  management  agreements and goodwill.  FFO is presented
because  management,  as well as many industry analysts,  consider FFO to be one
measure of the  performance  of the Company and it is used in  establishing  the
terms of the Class B Common Stock. FFO does not take into consideration  capital
improvements,  scheduled  principal  payments on debt,  distributions  and other
obligations  of  the  Company.  Accordingly,  FFO is not a  substitute  for  the
Company's  cash flow or net  income  (as  discussed  above) as a measure  of the
Company's liquidity or operating performance. FFO is not comparable to similarly
entitled  items reported by other REITs that do not define it exactly as we have
defined it.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         To limit our  exposure  to market  risk,  we  principally  finance  our
operations and growth with permanent equity capital  consisting either of common
or preferred  stock. At December 31, 2000, the Company's debt as a percentage of
total shareholders' equity (based on book values) was 4.2%.

         Our  preferred  stock is not  redeemable  at the option of the holders.
Except under certain  conditions  relating to the Company's  qualification  as a
REIT, the Senior  Preferred  Stock is not redeemable by the Company prior to the
following  dates:  Series A - September  30,  2002,  Series B - March 31,  2003,
Series C - June 30, 1999,  Series D - September 30, 2004, Series E - January 31,
2005,  Series F - April 30,  2005,  Series G -  December  31,  2000,  Series H -
January 31,  2001,  Series I - October  31,  2001,  Series J - August 31,  2002,
Series K - January 19, 2004,  Series L - March 10,  2004,  Series M - August 17,
2004 and Series Q - January 19, 2006. On or after the respective  dates, each of
the series of Senior  Preferred  Stock will be  redeemable  at the option of the
Company,  in whole or in part, at $25 per share (or depositary share in the case
of the Series G, Series H, Series I, Series J, Series K, Series L and Series M),
plus accrued and unpaid dividends.

         Our market risk  sensitive  instruments  include  notes  payable  which
totaled  $156,003,000  at  December  31,  2000.  All of our notes  payable  bear
interest  at fixed  rates.  See Note 7 to the  financial  statements  for terms,
valuations  and  approximate  principal  maturities  of the notes  payable as of
December 31, 2000.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The  financial  statements  of the  Company at  December  31,  2000 and
December 31, 1999 and for each of the three years in the period  ended  December
31, 2000 and the report of Ernst & Young LLP, Independent Auditors,  thereon and
the  related  financial  statement  schedule,  are  included  elsewhere  herein.
Reference is made to the Index to Financial Statements and Schedules in Item 14.

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

         Not applicable.

                                       37

<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The  information  required by this item with  respect to  directors  is
hereby  incorporated  by reference to the  material  appearing in the  Company's
definitive   proxy   statement  to  be  filed  in  connection  with  the  annual
shareholders'  meeting  to be held in 2001  (the  "Proxy  Statement")  under the
caption "Proposal No. 1 - Election of Directors."  Information  required by this
item with respect to  executive  officers is provided in Item 4A of this report.
See "Executive Officers of the Company."

ITEM 11. EXECUTIVE COMPENSATION

         The  information  required  by this  item  is  hereby  incorporated  by
reference to the material  appearing in the Proxy  Statement  under the captions
"Compensation"    and   "Compensation    Committee    Interlocks   and   Insider
Participation."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  information  required  by this  item  is  hereby  incorporated  by
reference to the material  appearing in the Proxy  Statement  under the captions
"Proposal  No. 1 -  Election  of  Directors  -  Security  Ownership  of  Certain
Beneficial Owners" and "- Security Ownership of Management."

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  information  required  by this  item  is  hereby  incorporated  by
reference to the material  appearing  in the Proxy  Statement  under the caption
"Compensation   Committee   Interlocks  and  Insider   Participation  -  Certain
Relationships and Related Transactions."

                                       38

<PAGE>

                                     PART IV

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


a.            1.  Financial Statements

                  The financial  statements listed in the accompanying  Index to
                  Financial Statements and Schedules hereof are filed as part of
                  this report.

              2.  Financial Statement Schedules

                  The financial  statements schedules listed in the accompanying
                  Index to Financial  Statements and Schedules are filed as part
                  of this report.

              3.  Exhibits

                  See Index to Exhibits contained herein.

b.            Reports on Form 8-K

              The Company filed a Current  Report on Form 8-K dated November 29,
              2000 (filed  November 30,  2000),  pursuant to Item 5, which filed
              certain  exhibits  relating to the  Company's  public  offering of
              Depositary Shares Each  Representing  1/1,000 of a Share of Equity
              Stock, Series A.

c.            Exhibits:

              See Index to Exhibits contained herein.

d.            Financial Statement Schedules

              Not applicable.

                                       39

<PAGE>

                              PUBLIC STORAGE, INC.

                                INDEX TO EXHIBITS

                            (Items 14(a)(3) and 14(c))


3.1      Restated   Articles   of   Incorporation.   Filed   with   Registrant's
         Registration   Statement  No.  33-54557  and  incorporated   herein  by
         reference.

3.2      Certificate of  Determination  for the 10% Cumulative  Preferred Stock,
         Series A. Filed with Registrant's  Registration  Statement No. 33-54557
         and incorporated herein by reference.

3.3      Certificate of Determination for the 9.20% Cumulative  Preferred Stock,
         Series B. Filed with Registrant's  Registration  Statement No. 33-54557
         and incorporated herein by reference.

3.4      Amendment to  Certificate  of  Determination  for the 9.20%  Cumulative
         Preferred  Stock,  Series  B.  Filed  with  Registrant's   Registration
         Statement No. 33-56925 and incorporated herein by reference.

3.5      Certificate of Determination for the 8.25% Convertible Preferred Stock.
         Filed  with  Registrant's   Registration  Statement  No.  33-54557  and
         incorporated herein by reference.

3.6      Certificate  of  Determination   for  the  Adjustable  Rate  Cumulative
         Preferred  Stock,  Series  C.  Filed  with  Registrant's   Registration
         Statement No. 33-54557 and incorporated herein by reference.

3.7      Certificate of Determination for the 9.50% Cumulative  Preferred Stock,
         Series D. Filed with  Registrant's  Form 8-A/A  Registration  Statement
         relating  to  the  9.50%  Cumulative  Preferred  Stock,  Series  D  and
         incorporated herein by reference.

3.8      Certificate of  Determination  for the 10% Cumulative  Preferred Stock,
         Series E. Filed with  Registrant's  Form 8-A/A  Registration  Statement
         relating  to  the  10%  Cumulative   Preferred  Stock,   Series  E  and
         incorporated herein by reference.

3.9      Certificate of Determination for the 9.75% Cumulative  Preferred Stock,
         Series F. Filed with Registration's  Form 8-A/A Registration  Statement
         relating  to  the  9.75%  Cumulative  Preferred  Stock,  Series  F  and
         incorporated herein by reference.

3.10     Certificate  of   Determination   for  the  Convertible   Participating
         Preferred Stock.  Filed with  Registrant's  Registration  Statement No.
         33-63947 and incorporated herein by reference.

3.11     Certificate  of  Amendment  of  Articles of  Incorporation,  Filed with
         Registrant's  Registration  Statement  No.  33-63947  and  incorporated
         herein by reference.

3.12     Certificate of Determination for the 8-7/8% Cumulative Preferred Stock,
         Series G. Filed with Registration's  Form 8-A/A Registration  Statement
         relating to the  Depositary  Shares Each  Representing  1/1,000th  of a
         Share of 8-7/8% Cumulative  Preferred Stock,  Series G and incorporated
         herein by reference.

3.13     Certificate of Determination for the 8.45% Cumulative  Preferred Stock,
         Series H. Filed with  Registrant's  Form 8-A/A  Registration  Statement
         relating to the  Depositary  Shares Each  Representing  1/1,000th  of a
         Share of 8.45% Cumulative  Preferred  Stock,  Series H and incorporated
         herein by reference.

                                       40

<PAGE>

3.14     Certificate  of  Determination  for the  Convertible  Preferred  Stock,
         Series CC. Filed with Registrant's Registration Statement No. 333-03749
         and incorporated herein by reference.

3.15     Certificate  of  Correction of  Certificate  of  Determination  for the
         Convertible  Participating  Preferred  Stock.  Filed with  Registrant's
         Registration   Statement  No.  333-08791  and  incorporated  herein  by
         reference.

3.16     Certificate of  Determination  for 8-5/8%  Cumulative  Preferred Stock,
         Series I. Filed with  Registrant's  Form 8-A/A  Registration  Statement
         relating to the Depositary Shares Each Representing  1/1,000 of a Share
         of 8-5/8% Cumulative  Preferred Stock, Series I and incorporated herein
         by reference.

3.17     Certificate  of  Amendment  of  Articles of  Incorporation.  Filed with
         Registrant's  Registration  Statement No.  333-18395  and  incorporated
         herein by reference.

3.18     Certification of Determination  for Equity Stock,  Series A. Filed with
         Registrant's Form 10-Q for the quarterly period ended June 30, 1997 and
         incorporated herein by reference.

3.19     Certificate of  Determination  for Equity Stock,  Series AA. Filed with
         Registrant's  Form 10-Q for the  quarterly  period ended  September 30,
         1999 and incorporated herein by reference.

3.20     Certificate  Decreasing  Shares  Constituting  Equity Stock,  Series A.
         Filed  with  Registrant's  Form  10-Q for the  quarterly  period  ended
         September 30, 1999 and incorporated herein by reference.

3.21     Certificate  of  Determination  for Equity Stock,  Series A. Filed with
         Registrant's  Form 10-Q for the  quarterly  period ended  September 30,
         1999 and incorporated herein by reference.

3.22     Certification  of  Determination  for 8%  Cumulative  Preferred  Stock,
         Series J. Filed with  Registrant's  Form 8-A/A  Registration  Statement
         relating to the Depositary Shares Each Representing  1/1,000 of a Share
         of 8% Cumulative  Preferred Stock,  Series J and incorporated herein by
         reference.

3.23     Certificate of Correction of Certificate of Determination for the 8.25%
         Convertible  Preferred  Stock.  Filed  with  Registrant's  Registration
         Statement No. 333-61045 and incorporated herein by reference.

3.24     Certification of Determination for 8-1/4%  Cumulative  Preferred Stock,
         Series K. Filed with  Registrant's  Form 8-A/A  Registration  Statement
         relating to the Depositary Shares Each Representing  1/1,000 of a Share
         of 8-1/4% Cumulative  Preferred Stock, Series K and incorporated herein
         by reference.

3.25     Certificate of  Determination  for 8-1/4%  Cumulative  Preferred Stock,
         Series L. Filed with  Registrant's  Form 8-A/A  Registration  Statement
         relating to the Depositary Shares Each Representing  1/1,000 of a Share
         of 8-1/4% Cumulative  Preferred Stock, Series L and incorporated herein
         by reference.

3.26     Certificate of  Determination  for 8.75%  Cumulative  Preferred  Stock,
         Series M. Filed with  Registrant's  Form 8-A/A  Registration  Statement
         relating to the Depositary Shares Each Representing  1/1,000 of a Share
         of 8.75% Cumulative  Preferred Stock,  Series M and incorporated herein
         by reference.

3.27     Certificate of Determination  for Equity Stock,  Series AAA. Filed with
         Registrant's  Current  Report on Form 8-K dated  November  15, 1999 and
         incorporated herein by reference.

3.28     Certification  of  Determination  for 9.5% Cumulative  Preferred Stock,
         Series N. Filed with  Registrant's  Annual  Report on Form 10-K for the
         year ended December 31, 1999 and incorporated herein by reference.

                                       41

<PAGE>

3.29     Certification of Determination for 9.125%  Cumulative  Preferred Stock,
         Series O. Filed with Registrant's Quarterly Report on Form 10-Q for the
         quarterly  period  ended  March  31,  2000 and  incorporated  herein by
         reference.

3.30     Certificate of  Determination  for 8.75%  Cumulative  Preferred  Stock,
         Series P. Filed with Registrant's Quarterly Report on Form 10-Q for the
         quarterly  period  ended  June 30,  2000  and  incorporated  herein  by
         reference.

3.31     Certificate of  Determination  for 8.600%  Cumulative  Preferred Stock,
         Series Q. Filed with  Registrant's  Form 8-A/A  Registration  Statement
         relating to the Depositary Shares Each Representing  1/1,000 of a Share
         of 8.600% Cumulative  Preferred Stock, Series Q and incorporated herein
         by reference.

3.32     Bylaws, as amended. Filed with Registrant's  Registration Statement No.
         33-64971 and incorporated herein by reference.

3.33     Amendment  to Bylaws  adopted on May 9, 1996.  Filed with  Registrant's
         Registration   Statement  No.  333-03749  and  incorporated  herein  by
         reference.

3.34     Amendment to Bylaws adopted on June 26, 1997.  Filed with  Registrant's
         Registration   Statement  No.  333-41123  and  incorporated  herein  by
         reference.

3.35     Amendment to Bylaws adopted on January 6, 1998. Filed with Registrant's
         Registration   Statement  No.  333-41123  and  incorporated  herein  by
         reference.

3.36     Amendment  to  Bylaws   adopted  on  February  10,  1998.   Filed  with
         Registrant's  Current  Report on Form 8-K dated  February  10, 1998 and
         incorporated herein by reference.

3.37     Amendment to Bylaws adopted on March 4, 1999.  Filed with  Registrant's
         Current Report on Form 8-K dated March 4, 1999 and incorporated  herein
         by reference.

3.38     Amendment  to Bylaws  adopted on May 6, 1999.  Filed with  Registrant's
         Form  10-Q  for  the   quarterly   period  ended  March  31,  1999  and
         incorporated herein by reference.

10.1     Second  Amended  and  Restated   Management   Agreement  by  and  among
         Registrant  and the entities  listed  therein  dated as of November 16,
         1995. Filed with 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  between  Registrant  and Public Storage
         Commercial  Properties Group, Inc. dated as of February 21, 1995. Filed
         with  Registrant's  Annual  Report  on Form  10-K  for the  year  ended
         December 31, 1994 and incorporated herein by reference.

10.3     Loan Agreement  between  Registrant  and Aetna Life  Insurance  Company
         dated as of July 11, 1988.  Filed with  Registrant's  Current Report on
         Form 8-K dated July 14, 1988 and incorporated herein by reference.

10.4     Amendment to Loan Agreement between Registrant and Aetna Life Insurance
         Company dated as of September 1, 1993. Filed with  Registrant's  Annual
         Report  on  Form  10-K  for  the  year  ended  December  31,  1993  and
         incorporated herein by reference.

10.5     Second Amended and Restated Credit  Agreement by and among  Registrant,
         Wells Fargo Bank,  National  Association,  as agent,  and the financial
         institutions  party thereto  dated as of February 25, 1997.  Filed with
         Registrant's  Registration  Statement No.  333-22665  and  incorporated
         herein by reference.

                                       42

<PAGE>

10.6     Note  Assumption  and Exchange  Agreement  by and among Public  Storage
         Management,  Inc., Public Storage,  Inc., Registrant and the holders of
         the notes  dated as of  November  13,  1995.  Filed  with  Registrant's
         Registration   Statement  No.  33-64971  and  incorporated   herein  by
         reference.

10.7*    Registrant's  1990 Stock Option Plan.  Filed with  Registrant's  Annual
         Report  on  Form  10-K  for  the  year  ended  December  31,  1994  and
         incorporated herein by reference.

10.8*    Registrant's  1994 Stock Option Plan.  Filed with  Registrant's  Annual
         Report  on  Form  10-K  for  the  year  ended  December  31,  1997  and
         incorporated herein by reference.

10.9*    Registrant's 1996 Stock Option and Incentive Plan. Filed herewith.

10.10    Deposit Agreement dated as of December 13, 1995, among Registrant,  The
         First  National  Bank of  Boston,  and the  holders  of the  depositary
         receipts evidencing the Depositary Shares Each Representing  1/1,000 of
         a Share of 8-7/8  Cumulative  Preferred  Stock,  Series G.  Filed  with
         Registrant's  Form  8-A/A   Registration   Statement  relating  to  the
         Depositary  Shares  Each  Representing  1/1000th  of a Share  of  8-7/8
         Cumulative  Preferred  Stock,  Series  G  and  incorporated  herein  by
         reference.

10.11    Deposit Agreement dated as of January 25, 1996, among  Registrant,  The
         First  National  Bank of  Boston,  and the  holders  of the  depositary
         receipts evidencing the Depositary Shares Each Representing  1/1,000 of
         a Share of 8.45%  Cumulative  Preferred  Stock,  Series H.  Filed  with
         Registrant's  Form  8-A/A   Registration   Statement  relating  to  the
         Depositary  Shares  Each  Representing  1/1000th  of a Share  of  8.45%
         Cumulative  Preferred  Stock,  Series  H  and  incorporated  herein  by
         reference.

10.12**  Employment Agreement between Registrant and B. Wayne Hughes dated as of
         November 16, 1995. Filed with  Registrant's  Annual Report on Form 10-K
         for the year  ended  December  31,  1995  and  incorporated  herein  by
         reference.

10.13    Deposit Agreement dated as of November 1, 1996, among  Registrant,  The
         First  National  Bank of  Boston,  and the  holders  of the  depositary
         receipts evidencing the Depositary Shares Each Representing  1/1,000 of
         a Share of 8-5/8%  Cumulative  Preferred  Stock,  Series I.  Filed with
         Registrant's  Form  8-A/A   Registration   Statement  relating  to  the
         Depositary  Shares  Each  Representing  1/1000th  of a Share of  8-5/8%
         Cumulative  Preferred  Stock,  Series  I  and  incorporated  herein  by
         reference.

10.14    Limited  Partnership  Agreement  of PSAF  Development  Partners,  L. P.
         between  PSAF  Development,  Inc. and the Limited  Partner  dated as of
         April 10, 1997.  Filed with  Registrant's  Form 10-Q for the  quarterly
         period ended March 31, 1997 and incorporated herein by reference.

10.15    Deposit  Agreement  dated as of August 28, 1997 among  Registrant,  The
         First  National  Bank of  Boston,  and the  holders  of the  depositary
         receipts evidencing the Depositary Shares Each Representing  1/1,000 of
         a  Share  of 8%  Cumulative  Preferred  Stock,  Series  J.  Filed  with
         Registrant's  Form  8-A/A   Registration   Statement  relating  to  the
         Depositary Shares Each Representing 1/1,000 of a Share of 8% Cumulative
         Preferred Stock, Series J and incorporated herein by reference.

10.16    Agreement of Limited  Partnership of PS Business  Parks, L. P. dated as
         of March 17,  1998.  Filed with PS  Business  Parks,  Inc.'s  Quarterly
         Report on Form 10-Q for the  quarterly  period  ended June 30, 1998 and
         incorporated herein by reference.

10.17    Deposit  Agreement  dated as of  January  19,  1999  among  Registrant,
         BankBoston, N. A. and the holders of the depositary receipts evidencing
         the Depositary  Shares Each  Representing  1/1,000 of a Share of 8-1/4%
         Cumulative  Preferred  Stock,  Series K. Filed with  Registrant's  Form
         8-A/A  Registration  Statement  relating to the Depositary  Shares Each
         Representing  1/1,000 of a Share of 8-1/4% Cumulative  Preferred Stock,
         Series K and incorporated herein by reference.

                                       43

<PAGE>

10.18    Agreement and Plan of Merger among Storage Trust Realty, Registrant and
         Newco Merger Subsidiary, Inc. dated as of November 12, 1998. Filed with
         Registrant's  Registration  Statement No.  333-68543  and  incorporated
         herein by reference.

10.19    Amendment  No. 1 to Agreement  and Plan of Merger among  Storage  Trust
         Realty,  Registrant,  Newco  Merger  Subsidiary,  Inc.  and STR  Merger
         Subsidiary,  Inc. dated as of January 19, 1999. Filed with Registrant's
         Registration   Statement  No.  333-68543  and  incorporated  herein  by
         reference.

10.20    Amended and Restated Agreement of Limited  Partnership of Storage Trust
         Properties,  L. P., dated as of March 12, 1999. Filed with Registrant's
         Form 10-Q for the quarterly period ended June 30, 1999 and incorporated
         herein by reference.

10.21*   Storage  Trust  Realty 1994 Share  Incentive  Plan.  Filed with Storage
         Trust  Realty's  Annual Report on Form 10-K for the year ended December
         31, 1997 and incorporated herein by reference.

10.22    Amended  and  Restated   Storage  Trust  Realty  Retention  Bonus  Plan
         effective as of November 12, 1998. Filed with Registrant's Registration
         Statement No. 333-68543 and incorporated herein by reference.

10.23    Deposit  Agreement  dated as of March 10, 1999 among  Registrant,  Bank
         Boston,  N.A. and the holders of the depositary receipts evidencing the
         Depositary  Shares  Each  Representing  1/1,000  of a Share  of  8-1/4%
         Cumulative  Preferred  Stock,  Series L. Filed with  Registrant's  Form
         8-A/A  Registration  Statement  relating to the Depositary  Shares Each
         Representing  1/1,000 of a Share of 8-1/4% Cumulative  Preferred Stock,
         Series L and incorporated herein by reference.

10.24    Note  Purchase   Agreement  and  Guaranty  Agreement  with  respect  to
         $100,000,000  of Senior Notes of Storage Trust  Properties,  L.P. Filed
         with Storage  Trust  Realty's  Annual  Report on Form 10-K for the year
         ended December 31, 1996 and incorporated herein by reference.

10.25    Deposit  Agreement dated as of August 17, 1999 among  Registrant,  Bank
         Boston,  N.A. and the holders of the depositary receipts evidencing the
         Depositary  Shares  Each  Representing  1/1,000  of a  Share  of  8.75%
         Cumulative  Preferred  Stock,  Series M. Filed with  Registrant's  Form
         8-A/A  Registration  Statement  relating to the Depositary  Shares Each
         Representing  1/1,000 of a Share of 8.75%  Cumulative  Preferred Stock,
         Series M and incorporated herein by reference.

10.26    Limited Partnership Agreement of PSAC Development Partners,  L.P. among
         PS Texas  Holdings,  Ltd.,  PS  Pennsylvania  Trust  and  PSAC  Storage
         Investors,  L.L.C.  dated as November 15, 1999. Filed with Registrant's
         Current  Report on Form 8-K dated  November  15, 1999 and  incorporated
         herein by reference.

10.27    Agreement  of  Limited  Liability  Company of PSAC  Storage  Investors,
         L.L.C.  dated as of November 15, 1999. Filed with Registrant's  Current
         Report on Form 8-K dated November 15, 1999 and  incorporated  herein by
         reference.

10.28    Deposit  Agreement  dated as of  January  14,  2000  among  Registrant,
         BankBoston,  N.A. and the holders of the depositary receipts evidencing
         the Depositary  Shares Each  Representing  1/1,000 of a Share of Equity
         Stock,  Series A.  Filed  with  Registrant's  Form  8-A/A  Registration
         Statement  relating to the Depositary Shares Each Representing  1/1,000
         of a Share  of  Equity  Stock,  Series  A and  incorporated  herein  by
         reference.

10.29    Amended  and  Restated   Agreement  of  Limited   Partnership   of  PSA
         Institutional  Partners,  L.P.  among PS Texas  Holdings,  Ltd. and the
         Limited  Partners dated as of March 29, 2000.  Filed with  Registrant's
         Annual  Report on Form 10-K for the year ended  December  31,  1999 and
         incorporated herein by reference.

                                       44

<PAGE>

10.30    Amended  and  Restated   Agreement  of  Limited   Partnership   of  PSA
         Institutional  Partners,  L.P.  among PS Texas  Holdings,  Ltd. and the
         Limited Partners dated as of August 11, 2000.  Filed with  Registrant's
         Quarterly  Report on Form 10-Q for the quarterly  period ended June 30,
         2000 and incorporated herein by reference.

10.31*   Registrant's 2000 Non-Executive/Non-Director Stock Option and Incentive
         Plan. Filed with Registrant's  Registration Statement No. 333-52400 and
         incorporated herein by reference.

10.32    Deposit Agreement dated as of January 19, 2001 among Registrant,  Fleet
         National Bank and the holders of the depositary receipts evidencing the
         Depositary  Shares  Each  Representing  1/1,000  of a Share  of  8.600%
         Cumulative  Preferred  Stock,  Series Q. Filed with  Registrant's  Form
         8-A/A  Registration  Statement  relating to the Depositary  Shares Each
         Representing  1/1,000 of a Share of 8.600% Cumulative  Preferred Stock,
         Series Q and incorporated herein by reference.

11       Statement Re Computation of Earnings Per Share. Filed herewith.

12       Statement Re Computation  of Ratio of Earnings to Fixed Charges.  Filed
         herewith.

23       Consent of Independent Auditors. Filed herewith.

--------------------
*        Compensatory benefit plan.
**       Management contract.

                                       45

<PAGE>

                                   SIGNATURES

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

                                            PUBLIC STORAGE, INC.

Date:  March 16, 2001                       By: /s/ Harvey Lenkin
                                                ------------------------
                                                Harvey Lenkin, President

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
            Signature                                Title                              Date
------------------------------------      -------------------------------       --------------------
<S>                                       <C>                                         <C>
                                          Chairman of the Board, Chief
/s/ B. Wayne Hughes                       Executive Officer and Director              March 16, 2001
------------------------------------      (principal executive officer)
B. Wayne Hughes

/s/ Harvey Lenkin                          President and Director                     March 16, 2001
------------------------------------
Harvey Lenkin

/s/ Marvin M. Lotz                         Senior Vice President and Director         March 16, 2001
------------------------------------
Marvin M. Lotz

B. Wayne Hughes, Jr.                       Vice President and Director                March 16, 2001
------------------------------------
B. Wayne Hughes, Jr.

/s/ John Reyes                             Senior Vice President and                  March 16, 2001
------------------------------------       Chief Financial Officer
John Reyes                                 (principal financial officer and
                                           principal accounting officer)

/s/ Robert J. Abernethy                    Director                                   March 16, 2001
------------------------------------
Robert J. Abernethy

/s/ Dann V. Angeloff                       Director                                   March 16, 2001
------------------------------------
Dann V. Angeloff

/s/ William C. Baker                       Director                                   March 16, 2001
------------------------------------
William C. Baker

                                           Director                                   March 16, 2001
------------------------------------
Thomas J. Barrack, Jr.

/s/ Uri P. Harkham                         Director                                   March 16, 2001
------------------------------------
Uri P. Harkham

/s/ Daniel C. Staton                       Director                                   March 16, 2001
------------------------------------
Daniel C. Staton

</TABLE>

                                       46

<PAGE>

                              PUBLIC STORAGE, INC.
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                  AND SCHEDULES

                                  (Item 14 (a))


                                                                 Page References

Report of Independent Auditors.......................................    F-1

Consolidated balance sheets as of December 31, 2000 and 1999.........    F-2

For each of the three years in the period ended December 31, 2000:

Consolidated statements of income....................................    F-3

Consolidated statements of shareholders' equity .....................    F-4

Consolidated statements of cash flows................................ F-5 - F-6

Notes to consolidated financial statements........................... F-7 - F-28

SCHEDULE:

III - Real estate and accumulated depreciation.......................F-29 - F-69

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

                                       47

<PAGE>

                         REPORT OF INDEPENDENT AUDITORS





The Board of Directors and Shareholders
Public Storage, Inc.


We have audited the accompanying  consolidated balance sheets of Public Storage,
Inc. as of December 31, 2000 and 1999, and the related  consolidated  statements
of income,  shareholders'  equity, and cash flows for each of the three years in
the period  ended  December  31, 2000.  Our audits also  included the  financial
statement  schedule  listed  in the  Index  at  Item  14  (a).  These  financial
statements  and  financial  statement  schedule  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements and financial statement 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  consolidated   financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated financial position of Public
Storage, Inc. at December 31, 2000 and 1999, and the consolidated results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 2000, 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  L L P


Los Angeles, California

February 23, 2001

                                      F-1

<PAGE>

                              PUBLIC STORAGE, INC.
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999
                    (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)


<TABLE>
<CAPTION>
                                                                                        DECEMBER 31,         DECEMBER 31,
                                                                                            2000                 1999
                                                                                     -------------------  -------------------

                                       ASSETS

<S>                                                                                   <C>                   <C>
Cash and cash equivalents ......................................................      $     89,467          $     55,125
Real estate facilities, at cost:
   Land ........................................................................         1,107,867             1,036,958
   Buildings ...................................................................         3,026,550             2,785,475
                                                                                     -------------------  -------------------
                                                                                         4,134,417             3,822,433
   Accumulated depreciation ....................................................          (668,018)             (533,412)
                                                                                     -------------------  -------------------
                                                                                         3,466,399             3,289,021
   Construction in process .....................................................           238,587               140,764
                                                                                     -------------------  -------------------
                                                                                         3,704,986             3,429,785

Investment in real estate entities .............................................           448,928               457,529
Intangible assets, net .........................................................           185,017               194,326
Mortgage notes receivable from affiliates ......................................            26,238                18,798
Other assets ...................................................................            59,305                58,822
              Total assets .....................................................      $  4,513,941          $  4,214,385
                                                                                     ===================  ===================

                       LIABILITIES AND SHAREHOLDERS' EQUITY

Notes payable ..................................................................      $    156,003          $    167,338
Distributions payable ..........................................................               -                  82,086
Accrued and other liabilities ..................................................           100,903                89,261
                                                                                     -------------------  -------------------
         Total liabilities .....................................................           256,906               338,685
Minority interest:
   Preferred partnership interests .............................................           365,000                   -
   Other .......................................................................           167,918               186,600
Commitments and contingencies
Shareholders' equity:
   Preferred Stock, $0.01 par value,  50,000,000 shares  authorized, ...........        11,141,100
     shares issued and outstanding, at liquidation preference:
         Cumulative Preferred Stock, issued in series ..........................         1,155,150             1,155,150
   Common Stock, $0.10 par value, 200,000,000 shares authorized, 123,703,874
     shares issued and outstanding (126,697,023 at December 31, 1999) ..........            12,370                12,671
   Equity Stock, Series A, $0.01 par value, 200,000,000 shares authorized,
     5,635.602 shares issued and outstanding (none issued and outstanding at
     December 31, 1999) ........................................................               -                     -
   Class B Common Stock, $0.10 par value, 7,000,000 shares authorized and issued
                                                                                               700                   700
   Paid-in capital .............................................................         2,506,736             2,463,193
   Cumulative net income .......................................................         1,387,061             1,089,973
   Cumulative distributions paid ...............................................        (1,337,900)           (1,032,587)
                                                                                     -------------------  -------------------
         Total shareholders' equity ............................................         3,724,117             3,689,100
                                                                                     -------------------  -------------------
              Total liabilities and shareholders' equity .......................      $  4,513,941          $  4,214,385
                                                                                     ===================  ===================
</TABLE>

                            See accompanying notes.
                                      F-2

<PAGE>

                              PUBLIC STORAGE, INC.
                      CONSOLIDATED STATEMENTS OF INCOME FOR
          EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000
                  (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                                     2000         1999           1998
                                                                  -----------  -----------  -----------
REVENUES:
   Rental income:
<S>                                                                <C>          <C>          <C>
      Self-storage facilities ..................................   $ 653,524    $ 592,619    $ 488,291
      Commercial properties ....................................      11,341        8,204       23,112
      Containerized storage facilities .........................      37,914       27,028       24,466
   Equity in earnings of real estate entities ..................      36,109       32,183       26,602
   Interest and other income ...................................      18,422       16,700       18,614
                                                                  -----------  -----------  -----------
                                                                     757,310      676,734      581,085
                                                                  -----------  -----------  -----------
EXPENSES:
  Cost of operations:
      Storage facilities .......................................     210,462      184,481      149,376
      Commercial properties ....................................       3,826        2,826        7,951
      Containerized storage facilities .........................      37,798       29,509       48,508
  Depreciation and amortization ................................     148,967      137,719      111,799
  General and administrative ...................................      21,306       12,491       11,635
  Interest expense .............................................       3,293        7,971        4,507
                                                                  -----------  -----------  -----------
                                                                     425,652      374,997      333,776
                                                                  -----------  -----------  -----------

Income before minority interest and gain on disposition of real
   estate and real estate investments...........................     331,658      301,737      247,309

Minority interest in income:
  Preferred partnership interests ..............................     (24,859)         -            -
  Other Partnership interests ..................................     (13,497)     (16,006)     (20,290)
                                                                  -----------  -----------  -----------

Net income before gain on disposition of real estate ...........     293,302      285,731      227,019
Gain on disposition of real estate and real estate investments .       3,786        2,154          -
                                                                  -----------  -----------  -----------

Net income .....................................................   $ 297,088    $ 287,885    $ 227,019
                                                                  ===========  ===========  ===========
Net income allocation:
   Allocable to preferred shareholders .........................   $ 100,138    $  94,793    $  78,375
   Allocable to Equity Stock, Series A .........................      11,042          -            -
   Allocable to common shareholders ............................     185,908      193,092      148,644
                                                                  -----------  -----------  -----------
                                                                   $ 297,088    $ 287,885    $ 227,019
                                                                  ===========  ===========  ===========

PER COMMON SHARE:

Basic net income per share .....................................   $    1.41    $    1.53    $    1.30
                                                                  ===========  ===========  ===========
Diluted net income per share ...................................   $    1.41    $    1.52    $    1.30
                                                                  ===========  ===========  ===========

Basic weighted average common shares outstanding ...............     131,566      126,308      113,929
                                                                  ===========  ===========  ===========
Diluted weighted average common shares outstanding .............     131,657      126,669      114,357
                                                                  ===========  ===========  ===========
</TABLE>

                            See accompanying notes.
                                      F-3

<PAGE>

                              PUBLIC STORAGE, INC.
                    CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
    EQUITY FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000
           (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                                               Class B
                                                                      Preferred Stock           Common         Common
                                                                Cumulative    Convertible        Stock          Stock
                                                                -----------  ------------    -----------    ------------
<S>                                                             <C>          <C>             <C>            <C>
BALANCES AT DECEMBER 31, 1997..............................     $   868,900  $    53,308     $    10,511    $        700
   Issuance of Common Stock (10,093,648 shares) ...........               -            -           1,010               -
     Conversion of Convertible Preferred Stock into Common
     Stock (3,589,552 shares)..............................               -      (53,308)            359               -
   Repurchase of Common  Stock (2,819,400 shares)..........               -            -            (282)              -
   Net income..............................................               -            -          -                    -
   Distributions to shareholders:
     Preferred Stock.......................................               -            -               -               -
     Common Stock, $0.88 per share.........................               -            -               -               -
                                                                -----------  ------------    -----------    ------------
BALANCES AT DECEMBER 31, 1998..............................         868,900            -          11,598             700
   Issuance of Preferred Stock, net of issuance costs:
     Series K (4,600 shares)...............................         115,000            -               -               -
     Series L (4,600 shares)...............................         115,000            -               -               -
     Series M (2,250 shares)...............................          56,250            -               -               -
   Issuance of Common Stock (15,320,505 shares) ...........               -            -           1,532               -
   Repurchase of Common  Stock (4,589,427 shares)..........               -            -            (459)              -
   Net income..............................................               -            -               -               -
   Distributions to shareholders:
     Preferred Stock.......................................               -            -               -               -
     Common Stock regular distribution,  $0.88 per share...               -            -               -               -
     Common Stock special distribution.....................               -            -               -               -
                                                                -----------  ------------    -----------    ------------
BALANCES AT DECEMBER 31, 1999..............................       1,155,150            -          12,671             700
   Issuance of Equity Stock, Series A (5,635.602 shares)...               -            -               -               -
   Issuance of Common Stock (498,451 shares) ..............               -            -              50               -
   Repurchase of Common  Stock (3,491,600 shares)..........               -            -            (351)              -
   Costs in connection with issuance of preferred operating
     partnership units (see Note 8)........................               -            -               -               -
   Net income..............................................               -            -               -               -
   Distributions to shareholders:
     Preferred Stock.......................................               -            -               -               -
     Equity Stock, Series A................................               -            -               -               -
     Common Stock regular distribution,  $0.88 per share...               -            -               -               -
     Common Stock special distribution.....................               -            -               -               -
                                                                -----------  ------------    -----------    ------------
BALANCES AT DECEMBER 31, 2000..............................     $ 1,155,150  $         -     $    12,370    $        700
                                                                ===========  ============    ===========    ============
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                  Total
                                                                  Paid-in      Cumulative     Cumulative      Shareholders'
                                                                  Capital      Net Income    Distributions       Equity
                                                                ------------- -----------   --------------   --------------
<S>                                                             <C>           <C>           <C>              <C>
BALANCES AT DECEMBER 31, 1997..............................     $  1,903,782  $   575,069   $    (563,310)   $   2,848,960
   Issuance of Common Stock (10,093,648 shares) ...........          293,708            -               -          294,718
     Conversion of Convertible Preferred Stock into Common
     Stock (3,589,552 shares)..............................           52,949            -               -                -
   Repurchase of Common  Stock (2,819,400 shares)..........          (71,974)           -               -          (72,256)
   Net income..............................................                -      227,019               -          227,019
   Distributions to shareholders:
     Preferred Stock.......................................                -            -         (78,375)         (78,375)
     Common Stock, $0.88 per share.........................                -            -        (100,726)        (100,726)
                                                                ------------- -----------   --------------   --------------
BALANCES AT DECEMBER 31, 1998..............................        2,178,465      802,088        (742,411)       3,119,340
   Issuance of Preferred Stock, net of issuance costs:
     Series K (4,600 shares)...............................           (3,723)           -               -          111,277
     Series L (4,600 shares)...............................           (3,723)           -               -          111,277
     Series M (2,250 shares)...............................           (1,872)           -               -           54,378
   Issuance of Common Stock (15,320,505 shares) ...........          402,152            -               -          403,684
   Repurchase of Common  Stock (4,589,427 shares)..........         (108,106)           -               -         (108,565)
   Net income..............................................                -      287,885               -          287,885
   Distributions to shareholders:
     Preferred Stock.......................................                -            -         (94,793)         (94,793)
     Common Stock regular distribution,  $0.88 per share...                -            -        (113,297)        (113,297)
     Common Stock special distribution.....................                -            -         (82,086)         (82,086)
                                                                ------------- -----------   --------------   --------------
BALANCES AT DECEMBER 31, 1999..............................        2,463,193    1,089,973      (1,032,587)       3,689,100
   Issuance of Equity Stock, Series A (5,635.602 shares)...          113,354            -               -          113,354
   Issuance of Common Stock (498,451 shares) ..............           11,387            -               -           11,437
   Repurchase of Common  Stock (3,491,600 shares)..........          (77,448)           -               -          (77,799)
   Costs in connection with issuance of preferred operating
     partnership units (see Note 8)........................           (3,750)           -               -           (3,750)
   Net income..............................................                -      297,088               -          297,088
   Distributions to shareholders:
     Preferred Stock.......................................                -            -        (100,138)        (100,138)
     Equity Stock, Series A................................                -            -         (11,042)         (11,042)
     Common Stock regular distribution,  $0.88 per share...                -            -        (115,460)        (115,460)
     Common Stock special distribution.....................                -            -         (78,673)         (78,673)
                                                                ------------- -----------   --------------   --------------
BALANCES AT DECEMBER 31, 2000..............................     $  2,506,736  $ 1,387,061   $  (1,337,900)   $   3,724,117
                                                                ============= ===========   ==============   ==============
</TABLE>

                            See accompanying notes.
                                      F-4
<PAGE>

                              PUBLIC STORAGE, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
          EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000
                             (AMOUNTS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                     2000            1999            1998
                                                                                --------------  --------------  --------------
Cash flows from operating activities:
<S>                                                                              <C>            <C>             <C>
   Net income...............................................................     $   297,088    $   287,885     $   227,019
   Adjustments to reconcile net income to net cash provided by operating
     activities:
     Less gain on disposition of real estate and real estate investments.             (3,786)        (2,154)              -
     Depreciation and amortization.......................................            148,967        137,719         111,799
     Depreciation included in equity in earnings of real estate entities.             21,825         19,721          13,884
     Minority interest in income.........................................             38,356         16,006          20,290
                                                                                --------------  --------------  --------------
       Total adjustments.................................................            205,362        171,292         145,973
                                                                                --------------  --------------  --------------
       Net cash provided by operating activities.........................            502,450        459,177         372,992
                                                                                --------------  --------------  --------------
Cash flows from investing activities:
     Principal payments received on mortgage notes receivable............              7,650         28,837          46,897
     Acquisition of minority interests...................................            (31,271)       (36,846)        (22,845)
     Notes receivable from affiliates....................................            (11,400)       (30,594)        (33,000)
     Acquisition of real estate facilities...............................            (62,938)       (26,640)        (46,064)
     Acquisition cost of business combinations...........................            (66,776)      (180,216)        (85,883)
     Reduction in cash due to the deconsolidation of PS Business Parks,
       Inc. (See Note 2).................................................                  -              -         (11,260)
     Investment in containerized storage business........................                  -              -          (2,571)
     Investments in real estate entities.................................            (75,146)       (77,656)        (99,934)
     Construction in process.............................................           (232,918)      (109,047)        (79,132)
     Capital improvements to real estate facilities .....................            (33,023)       (29,023)        (31,714)
     Proceeds from the sale of real estate facilities and real estate
       investments.......................................................             58,319         12,656          10,275
                                                                                --------------  --------------  --------------
       Net cash used in investing activities.............................           (447,503)      (448,529)       (355,231)
                                                                                --------------  --------------  --------------
Cash flows from financing activities:
     Net paydown on revolving line of credit.............................                  -              -          (7,000)
     Net proceeds from the issuance of preferred stock...................                  -        276,932               -
     Net proceeds from the issuance of preferred partnership units.......            361,250              -               -
     Net proceeds from the issuance of Equity Stock, Series A............             68,318              -               -
     Net proceeds from the issuance of common stock......................              4,608         10,000         237,860
     Repurchase of the Company's common stock............................            (77,799)      (108,565)        (72,256)
     Principal payments on mortgage notes payable........................            (11,335)       (14,088)        (15,131)
     Distributions paid to shareholders..................................           (343,388)      (208,090)       (179,101)
     Distributions paid to minority interests............................            (45,494)       (25,300)        (32,312)
     Investment by minority interests....................................             17,871         61,928          54,809
     Other...............................................................              5,364            435           5,140
                                                                                --------------  --------------  --------------
       Net cash used in financing activities.............................            (20,605)        (6,748)         (7,991)
                                                                                --------------  --------------  --------------
Net increase in cash and cash equivalents................................             34,342          3,900           9,770
Cash and cash equivalents at the beginning of the year...................             55,125         51,225          41,455
                                                                                --------------  --------------  --------------
Cash and cash equivalents at the end of the year.........................        $    89,467    $    55,125     $    51,225
                                                                                ==============  ==============  ==============
</TABLE>

                            See accompanying notes.
                                      F-5

<PAGE>

                              PUBLIC STORAGE, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
          EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2000
                             (AMOUNTS IN THOUSANDS)
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                     2000           1999            1998
                                                                                --------------  --------------  --------------
SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING AND FINANCING  ACTIVITIES:
   Business combinations (Note 3):
<S>                                                                                  <C>         <C>            <C>
       Real estate facilities..............................................          (82,163)    $ (727,925)    $ (224,999)
       Construction in process.............................................                -        (11,449)             -
       Investment in real estate entities..................................           14,393         66,334         86,966
       Mortgage notes receivable...........................................                -         (6,739)             -
       Other assets........................................................             (183)        (3,295)          (670)
       Accrued and other liabilities.......................................            1,177         23,434          3,793
       Minority interest...................................................                -         32,201         35,210
       Notes payable.......................................................                -        100,000              -
   Effect of the deconsolidation of PS Business Parks (Note 2):
       Investments in real estate entities.................................                -              -       (219,225)
       Real estate facilities, net of accumulated depreciation.............                -              -        433,446
       Other assets........................................................                -              -          2,048
       Accrued and other liabilities.......................................                -              -        (10,106)
       Notes payable.......................................................                -              -        (14,526)
       Minority interest...................................................                -              -       (202,897)
   Acquisition of real estate  facilities  in exchange  for minority  interests,
     common stock, the assumption of mortgage notes payable, the cancellation of
     mortgage notes receivable, the reduction of investment in real estate
     entities and other assets.............................................          (19,281)       (55,120)       (42,047)
   Assumption of notes payable in exchange for real estate facilities......                -              -         14,526
   Other assets given in exchange for real estate facilities...............                -          3,800              -
   Minority interest (acquired) issued in exchange for the purchase of (sale
     of) real estate facilities ...........................................           (6,427)             -          1,206
   Cancellation of mortgage notes receivable to acquire real estate facilities             -          5,573          2,495
   Reduction of investment in real estate entities in exchange for real estate
     facilities...........................................................             3,144              -            527
   Disposition of real estate facilities in exchange for notes receivable,
     other assets, and investment in real estate entities..................           20,265         29,675              -
   Notes receivable issued in connection with real estate dispositions.....           (3,690)       (10,460)             -
   Other assets received in connection with real estate dispositions.......                -         (3,800)
   Investment in real estate entities......................................                -        (15,415)       (17,133)
   Acquisition of minority interest in exchange for common stock...........          (22,988)       (37,560)       (25,460)
   Distributions payable...................................................          (82,086)        82,086              -
   Cumulative distributions paid...........................................                -        (82,086)             -
   Issuance of Common Stock:
       In connection with business combinations............................                -        347,223         13,817
       To acquire minority interests.......................................            6,829         46,461         25,908
       Acquire partnership interests in real estate entities...............                -              -         17,133
       In connection with conversion of Convertible Preferred Stock........                -              -         53,308
   Issuance of equity stock, Series A in connection with special distribution
     to common shareholders and in connection with acquisition of real estate
     facilities............................................................           45,037
   Conversion of Convertible Preferred Stock...............................                -              -        (53,308)

</TABLE>
                            See accompanying notes.
                                      F-6

<PAGE>

                              PUBLIC STORAGE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

1.   Description of the business
     ---------------------------

              Public Storage, Inc. (the "Company") is a California  corporation,
     which was organized in 1980. We are a fully  integrated,  self-administered
     and  self-managed  real estate  investment  trust ("REIT") whose  principal
     business  activities  include the acquisition,  development,  ownership and
     operation of storage  facilities  which offer storage spaces and containers
     for lease,  usually on a  month-to-month  basis,  for personal and business
     use. In addition,  to a much lesser extent, we have interests in commercial
     properties.

              In 1996 and 1997, we organized Public Storage Pickup and Delivery,
     Inc.,  as a separate  corporation  and  partnership  (the  corporation  and
     partnership  are  collectively  referred to as "PSPUD") to operate  storage
     facilities that rent portable  storage  containers to customers for storage
     in central  warehouses.  At December 31, 2000,  PSPUD had 41  facilities in
     operation in 13 states.

              We invest in real estate  facilities  by  acquiring  wholly  owned
     facilities or by acquiring interests in real estate entities which also own
     real estate  facilities.  At December 31, 2000,  we had direct and indirect
     equity interests in 1,507 properties located in 38 states,  including 1,361
     self-storage  facilities and 146 commercial  properties.  The Company under
     the "Public Storage" name operates all of the self-storage facilities.

2.   Summary of significant accounting policies
     ------------------------------------------

              Basis of presentation
              ---------------------
              The consolidated  financial statements include the accounts of the
     Company  and  35  controlled   entities  (the   "Consolidated   Entities").
     Collectively,  the  Company  and these  entities  own a total of 1,253 real
     estate   facilities,   consisting  of  1,247  storage  facilities  and  six
     commercial properties.

              At December  31,  2000,  we had equity  investments  in 11 limited
     partnerships in which we do not have a controlling interest.  These limited
     partnerships  collectively  own  114  self-storage  facilities,  which  are
     managed by the Company. In addition, we own approximately 42% of the common
     interest in PS Business Parks,  Inc.  ("PSB"),  which owns and operates 140
     commercial properties. We do not control these entities,  accordingly,  our
     investments in these limited  partnerships  and PSB are accounted for using
     the equity method.

              From  the time of PSB's  formation  through  March  31,  1998,  we
     consolidated  the accounts of PSB in our financial  statements.  During the
     second quarter of 1998, our ownership interest in PSB was reduced below 50%
     and,  accordingly,  we  ceased  to  have a  controlling  interest  in  PSB.
     Accordingly, effective April 1, 1998, we no longer included the accounts of
     PSB in our  consolidated  financial  statements  and have accounted for our
     investment  using the equity method.  For all periods after March 31, 1998,
     the  income  statement  includes  the  Company's  equity  in income of PSB.
     Further,  commercial  property  operations  for the periods after March 31,
     1998 reflect only the commercial property operations of facilities owned by
     the Company.

              Use of estimates
              ----------------
              The  preparation  of  the  consolidated  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  consolidated   financial   statements  and
     accompanying notes. Actual results could differ from those estimates.

              Income taxes
              ------------
              For all taxable years  subsequent to 1980,  the Company  qualified
     and intends to continue to qualify as a REIT,  as defined in Section 856 of
     the Internal  Revenue  Code. As a REIT, we are not taxed on that portion of
     our taxable income which is distributed to our  shareholders  provided that
     we meet certain tests. We believe we have met these tests during 2000, 1999
     and 1998;  accordingly,  no provision for income taxes has been made in the
     accompanying financial statements.

                                      F-7

<PAGE>

              Financial instruments
              ---------------------
              The methods  and  assumptions  used to estimate  the fair value of
     financial  instruments is described below. We have estimated the fair value
     of  our  financial  instruments  using  available  market  information  and
     appropriate valuation  methodologies.  Considerable judgment is required in
     interpreting market data to develop estimates of market value. Accordingly,
     estimated  fair values are not  necessarily  indicative of the amounts that
     could be realized in current market exchanges.

              For purposes of financial statement presentation,  we consider all
     highly liquid debt instruments purchased with a maturity of three months or
     less to be cash equivalents.

              Due  to  the  short  period  to  maturity  of our  cash  and  cash
     equivalents,  accounts  receivable,  other  assets,  and  accrued and other
     liabilities,  the carrying values as presented on the consolidated  balance
     sheets are  reasonable  estimates  of fair value.  The  carrying  amount of
     mortgage  notes  receivable  approximates  fair value because the aggregate
     mortgage notes  receivable's  applicable  interest rates approximate market
     rates for these loans. A comparison of the carrying amount of notes payable
     to our estimated fair value is included in Note 7, "Notes Payable."

              Financial assets that are exposed to credit risk consist primarily
     of cash and cash equivalents,  accounts  receivable,  and notes receivable.
     Cash  and  cash  equivalents,  which  consist  of  short-term  investments,
     including   commercial  paper,  are  only  invested  in  entities  with  an
     investment grade rating.  Notes receivable are substantially all secured by
     real estate  facilities that we believe are valued in excess of the related
     note receivable. Accounts receivable are not a significant portion of total
     assets and are comprised of a large number of individual customers.

              Real estate facilities
              ----------------------
              Real  estate  facilities  are  recorded at cost.  Depreciation  is
     computed using the straight-line  method over the estimated useful lives of
     the buildings and improvements, which are generally between 5 and 25 years.

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

              Other assets
              ------------
              Other assets primarily consist of furniture,  fixtures, equipment,
     and other such assets associated with the containerized storage business as
     well as accounts receivable, prepaid expenses, and other such assets of the
     Company. Included in other assets with respect to the containerized storage
     business  is  furniture,   fixtures,  and  equipment  (net  of  accumulated
     depreciation) of $28,544,000 and $34,704,000 at December 31, 2000 and 1999,
     respectively.   Included  in  depreciation  and  amortization   expense  is
     $4,801,000,  $4,915,000,  and  $4,317,000  in the years ended  December 31,
     2000, 1999 and 1998, respectively, of depreciation of furniture,  fixtures,
     and equipment of the containerized storage business.

                                      F-8

<PAGE>

              Intangible assets
              -----------------
              Intangible  assets  consist  of  property   management   contracts
     ($165,000,000)  and the  cost  over  the fair  value  of net  tangible  and
     identifiable  intangible assets ($67,726,000)  acquired.  Intangible assets
     are amortized  straight-line  over 25 years. At December 31, 2000 and 1999,
     intangible  assets are net of accumulated  amortization  of $47,709,000 and
     $38,400,000,   respectively.  Included  in  depreciation  and  amortization
     expense is $9,309,000 in each of the three fiscal years ended  December 31,
     2000 with respect to the amortization of intangible assets.

              Revenue and expense recognition
              -------------------------------
              Property  rents are  recognized  as earned.  Equity in earnings of
     real estate entities are recognized based on our ownership  interest in the
     earnings of each of the  unconsolidated  real estate entities.  Advertising
     costs of $11,987,000,  $10,160,000 and $14,332,000 for 2000, 1999 and 1998,
     respectively, were expensed as incurred.

              Environmental costs
              -------------------
              Our  policy  is  to  accrue   environmental   assessments   and/or
     remediation cost when it is probable that such efforts will be required and
     the related costs can be reasonably  estimated.  Our current practice is to
     conduct   environmental   investigations   in   connection   with  property
     acquisitions.  Although there can be no assurance,  we are not aware of any
     environmental  contamination of any of our facilities which individually or
     in the  aggregate  would be  material to our  overall  business,  financial
     condition, or results of operations.

              Net income per common share
              ---------------------------
              Basic net income per share is computed using the weighted  average
     common shares (prior to the dilutive impact of stock options  outstanding).
     Diluted net income per common share is computed using the weighted  average
     common  shares  outstanding  (adjusted  for the  dilutive  impact  of stock
     options  outstanding).  Commencing January 1, 2000, the Company's 7,000,000
     Class B common shares  outstanding began to participate in distributions of
     the Company's earnings. Distributions per share of Class B common stock are
     equal to 97% of the per share  distribution  paid to the Company's  regular
     common  shares.  As a  result  of this  participation  in  distribution  of
     earnings,  for purposes of computing net income per common share,  we began
     to  include  6,790,000  (7,000,000  x 97%)  Class B  common  shares  in the
     weighted average common  equivalent  shares for the year ended December 31,
     2000.  Weighted  average  shares for the years ended  December 31, 1999 and
     1998 do not include any shares with  respect to the Class B common stock as
     these shares did not participate in distributions of the Company's earnings
     prior to January 1, 2000.  In addition,  the  inclusion of the  convertible
     preferred stock (for periods prior to conversion) in the  determination  of
     net income per common share has been determined to be anti-dilutive.

              In computing earnings per common share,  preferred stock dividends
     totaling  $100,138,000,  $94,793,000  and  $78,375,000  for the years ended
     December 31, 2000, 1999 and 1998, respectively, reduced income available to
     common  stockholders in the determination of net income allocable to common
     stockholders.

              Net income  allocated to our common  shareholders has been further
     allocated  among our two classes of common stock;  our regular common stock
     and our Equity Stock,  Series A. The allocation  among each class was based
     upon the two-class method.  Under the two-class method,  earnings per share
     for each  class  of  common  stock is  determined  according  to  dividends
     declared  (or  accumulated)  and  participation   rights  in  undistributed
     earnings.  Under the two-class method,  the Equity Stock,  Series A for the
     year ended December 31, 2000 was allocated approximately $11,042,000 of net
     income and the remaining  $185,908,000  was allocated to the regular common
     shares.

                                      F-9

<PAGE>

              Stock-based compensation
              ------------------------
              In October 1995, the Financial  Accounting  Standards Board issued
     Statement No. 123 "Accounting for Stock-Based  Compensation" which provides
     companies an  alternative  to accounting for  stock-based  compensation  as
     prescribed under APB Opinion No. 25 (APB 25). Statement 123 encourages, but
     does not require  companies to  recognize  expense for  stock-based  awards
     based on their  fair  value at date of  grant.  Statement  No.  123  allows
     companies  to  continue  to follow  existing  accounting  rules (fair value
     method under APB 25) provided that pro-forma  disclosures  are made of what
     net income and  earnings  per share  would have been had the new fair value
     method been used. We have elected to adopt the disclosure  requirements  of
     Statement No. 123 but will continue to account for stock-based compensation
     under APB 25.

              Reclassifications
              -----------------
              Certain  reclassifications  have  been  made  to the  consolidated
     financial  statements  for 1999 and  1998 in order to  conform  to the 2000
     presentation.

3.   Business combinations
     ---------------------

              Mergers
              -------
              On March 12,  1999,  we  completed  a merger  with  Storage  Trust
     Realty, Inc. ("Storage Trust").  All the outstanding stock of Storage Trust
     was exchanged for  13,009,485  shares of the Company's  common stock and an
     additional  1,011,963  shares were reserved for issuance upon conversion of
     limited  partnership  units in Storage Trust's operating  partnership.  The
     aggregate  acquisition cost of the merger was  approximately  $575,676,000,
     consisting of the issuance of the Company's  common stock of  approximately
     $347,223,000, cash of approximately $105,239,000, the assumption of debt in
     the amount of $100,000,000,  and the Company's  pre-existing  investment in
     Storage Trust of approximately $23,214,000.

              During 1998,  we  completed  mergers  with two  affiliated  public
     REITs. We acquired all the outstanding  stock of the REITs for an aggregate
     cost of  $37,132,000,  consisting of the issuance of 433,526  shares of the
     Company's  common  stock  ($13,817,000),  a  $18,571,000  reduction  of the
     Company's pre-existing investment and $4,744,000 in cash.

              Partnership acquisitions
              ------------------------
              During 2000,  we acquired the remaining  ownership  interests in a
     partnership,  of  which  we are  the  general  partner,  for  an  aggregate
     acquisition cost of $81,169,000,  consisting of cash of $66,776,000 and the
     reduction  of our  pre-existing  investment  in the amount of  $14,393,000.
     Prior  to  the  acquisition,   we  accounted  for  our  investment  in  the
     partnership using the equity method of accounting.

              During 1999, we acquired all of the limited  partner  interests in
     fourteen  partnerships,  which owned an aggregate of 40 storage facilities.
     Prior to the acquisitions, we accounted for our investment in each of these
     partnerships  using  the  equity  method.  As a result  of  increasing  our
     ownership  interest and obtaining control of the partnerships,  we began to
     consolidate the accounts of the partnerships in the consolidated  financial
     statements.   The  aggregate  amount  of  the  interests  acquired  totaled
     $118,453,000  consisting  of  a  $43,476,000  reduction  of  the  Company's
     pre-existing investment and cash of $74,977,000.


              During 1998, we increased our ownership  interest in three limited
     partnerships  in which the  Company is the  general  partner.  Prior to the
     acquisitions,  we  accounted  for  our  investment  in  each  of the  three
     partnerships  using the equity method. As a result, we began to consolidate
     the accounts of these partnerships for financial  statement  purposes.  The
     aggregate amount of the interests acquired totaled $149,534,000  consisting
     of a $68,395,000  reduction of the Company's  pre-existing  investment  and
     cash of $81,139,000.

                                      F-10

<PAGE>


              The mergers were structured as tax-free transactions.  The mergers
     and  acquisitions  of  affiliated   limited  partner  interests  have  been
     accounted for using the purchase  method.  Accordingly,  allocations of the
     total  acquisition cost to the net assets acquired were made based upon the
     fair  value of such  assets and  liabilities  assumed  with  respect to the
     transactions occurring in 2000, 1999, and 1998 are summarized as follows:

<TABLE>
<CAPTION>
                                              Partnership       Storage          REIT
                                              Acquisitions    Trust Merger      Mergers          Total
                                              ------------    ------------    ------------    ------------
                                                                (Amounts in thousands)
2000 BUSINESS COMBINATIONS:
<S>                                             <C>             <C>            <C>            <C>
    Real estate facilities..............        $   82,163      $        -     $        -     $   82,163
    Other assets........................               183               -              -            183
    Accrued and other liabilities.......            (1,177)              -              -         (1,177)
                                              ------------    ------------    ------------    ------------
                                                $   81,169      $        -     $        -     $   81,169
                                              ============    ============    ============    ============
1999 BUSINESS COMBINATIONS:
    Real estate facilities...............       $  129,348      $ 598,577      $       -      $  727,925
    Construction in process..............                -         11,449              -          11,449
    Investment in real estate entities...                -            356              -             356
    Mortgage notes receivable............                -          6,739              -           6,739
    Other assets.........................              386          2,909              -           3,295
    Accrued liabilities..................           (6,089)       (17,345)             -         (23,434)
    Minority interest....................           (5,192)       (27,009)             -         (32,201)
                                              ------------    ------------    ------------    ------------
                                                $  118,453      $ 575,676      $       -      $  694,129
                                              ============    ============    ============    ============
1998 BUSINESS COMBINATIONS:
    Real estate facilities...............       $  151,028      $       -      $  73,971      $  224,999
    Other assets.........................              399              -            271             670
    Accrued and other liabilities........           (1,513)             -         (2,280)         (3,793)
    Minority interest....................             (380)             -        (34,830)        (35,210)
                                              ------------    ------------    ------------    ------------
                                                $  149,534      $       -      $  37,132      $  186,666
                                              ============    ============    ============    ============
</TABLE>

              The historical  operating results of the above  acquisitions prior
     to each respective acquisition date have not been included in the Company's
     historical  operating results. Pro forma data (unaudited) for the two years
     ended December 31, 2000 as though the business  combinations above had been
     effective at the beginning of fiscal 1999 are as follows:

                                                        For the Year
                                                      Ended December 31,
                                                 ----------------------------
                                                     2000             1999
                                                 -----------       ----------
                                            (in thousands except per share data)

Revenues....................................      $764,237          $710,727
Net income..................................       295,147           288,592
Net income per common share (Basic).........         1.40              1.50
Net income per common share (Diluted).......         1.40              1.50

              The pro forma  data does not  purport to be  indicative  either of
     results  of  operations  that  would  have  occurred  had the  transactions
     occurred at the beginning of fiscal 1999 or future results of operations of
     the  Company.  Certain  pro forma  adjustments  were  made to the  combined
     historical  amounts to  reflect  (i)  expected  reductions  in general  and
     administrative  expenses,  (ii) estimated  increased  interest expense from
     bank  borrowings  to finance the cash portion of the  acquisition  cost and
     (iii) estimated increase in depreciation and amortization expense.

                                      F-11

<PAGE>

4.   Real estate facilities
     ----------------------

              Activity in real estate  facilities  during 2000, 1999 and 1998 is
     as follows:

<TABLE>
<CAPTION>
                                                                      2000               1999              1998
                                                                  --------------     --------------    --------------
                                                                                  (Amounts in thousands)
Operating facilities, at cost:
<S>                                                               <C>                <C>               <C>
  Beginning balance.......................................        $  3,822,433       $  2,962,291      $  3,077,529
  Property acquisitions:
     Business combinations (Note 3) ......................              82,163            727,925           224,999
     Other  acquisitions..................................              67,107             36,013            64,818
  Disposition of facilities...............................             (20,516)           (26,021)                -
  Facilities   contributed  to   unconsolidated   real  estate
  entities................................................                   -            (15,415)                -
  Newly developed facilities opened for operations........             135,095             62,870            38,629
  Acquisition of minority interest (Note 8)...............              15,112             45,747            23,293
  Capital improvements....................................              33,023             29,023            31,714
  PSB deconsolidation (see below).........................                   -                  -          (498,691)
                                                                  --------------     --------------    --------------
  Ending balance..........................................           4,134,417          3,822,433         2,962,291
                                                                  --------------     --------------    --------------
Accumulated depreciation:
  Beginning balance.......................................            (533,412)          (411,176)         (378,248)
  Additions during the year...............................            (134,857)          (123,495)          (98,173)
  Disposition of facilities...............................                 251              1,259                 -
  PSB deconsolidation (see below) ........................                   -                  -            65,245
                                                                  --------------     --------------    --------------
  Ending balance..........................................            (668,018)          (533,412)         (411,176)
                                                                  --------------     --------------    --------------
Construction in process:
  Beginning balance.......................................             140,764             83,138            42,635
  Current development.....................................             232,918            109,047            79,132
  Property acquisitions - merger with Storage Trust.......                   -             11,449                 -
  Newly developed facilities opened for operations........            (135,095)           (62,870)          (38,629)
                                                                  --------------     --------------    --------------
  Ending balance..........................................             238,587            140,764            83,138
                                                                  --------------     --------------    --------------
  Total real estate facilities............................        $  3,704,986       $  3,429,785      $  2,634,253
                                                                  ==============     ==============    ==============
</TABLE>

              Operating Facilities
              --------------------
              During 2000, we acquired a total of 13 facilities for an aggregate
     cost of $82,163,000 in connection with a business  combination (Note 3). In
     addition, we acquired 12 storage facilities and 2 industrial facilities for
     an aggregate  cost of  $67,107,000,  consisting of  $62,938,000  cash,  the
     issuance  of the  Company's  Equity  Stock,  Series A  ($1,025,000)  and an
     existing investment  ($3,144,000).  In addition, we opened 24 facilities we
     had  developed  and  completed  various   expansions  of  existing  storage
     facilities at an aggregate cost of $135,095,000.

              During 2000,  we disposed of eight  storage  facilities to a buyer
     whom we had previously granted an option to purchase, and two plots of land
     for an aggregate of  $20,561,000,  consisting  of cash  ($10,444,000),  the
     acquisition  of  minority  interest  ($6,427,000),  and a  note  receivable
     ($3,690,000).   An  aggregate  gain  of  $296,000  was  recorded  on  these
     dispositions.

              During 1999, we acquired a total of 253 real estate facilities for
     an aggregate  cost of  $727,925,000  in  connection  with certain  business
     combinations  (Note  3).  In  addition,  we  also  acquired  three  storage
     facilities  and  two  industrial   facilities  for  an  aggregate  cost  of
     $36,013,000,  consisting of the  cancellation of mortgage notes  receivable
     ($5,573,000), other assets ($3,800,000), and cash ($26,640,000).

                                      F-12

<PAGE>

              In  April  1999,  we  sold  six   properties   for   approximately
     $10,500,000  (composed of $1,460,000  cash, notes receivable of $5,240,000,
     and other assets of $3,800,000)  and granted the buyer an option to acquire
     an additional eight properties.

              In addition,  during 1999, we disposed of an industrial  facility,
     two storage facilities through condemnation proceedings,  and four plots of
     land for an aggregate of approximately $16,416,000, composed of $11,196,000
     cash and $5,220,000 mortgage notes receivable.  In aggregate, we recorded a
     gain upon sale of  $2,154,000,  representing  the  difference  between  the
     proceeds received and the net book value of the real estate.

              During 1998, we acquired a total of 53 real estate  facilities for
     an aggregate  cost of  $224,999,000  in  connection  with certain  business
     combinations  (Note 3). We also  acquired  two  storage  facilities  for an
     aggregate cost of $9,384,000,  consisting of the  cancellation  of mortgage
     notes   receivable   ($2,495,000),   the  Company's   existing   investment
     ($527,000), and cash ($6,362,000). In addition, three commercial facilities
     were  acquired  for an  aggregate  cost of  $55,434,000  consisting  of the
     assumption  of  mortgage  notes  payable  ($14,526,000),  the  issuance  of
     minority interests ($1,206,000) and cash ($39,702,000).

              Effective April 1, 1998, we no longer included the accounts of PSB
     in our  consolidated  financial  statements  (Note  2). As a result of this
     change, real estate facilities and accumulated depreciation were reduced by
     $498,691,000 and $65,245,000,  respectively, reflecting our historical cost
     of the PSB real  estate  facilities  which  are no longer  included  in the
     consolidated financial statements.

              A substantial number of the real estate facilities acquired during
     2000,  1999,  and 1998 were  acquired from  affiliates  in connection  with
     business  combinations with an aggregate  acquisition cost of approximately
     $82,163,000, $129,348,000, and $224,999,000 respectively.

              Construction in Process
              -----------------------
              Construction in process  consists of  land and  development  costs
     relating to the  development  of storage  facilities.  In April  1997,  the
     Company  and an  institutional  investor  created a joint  venture  for the
     purpose of developing up to $220 million of storage facilities.  We own 30%
     of the joint  venture  interest  and the  institutional  investor  owns the
     remaining  70%  interest.  We  periodically   transferred  newly  developed
     properties,  the  cost  of  which  were  included  in real  estate,  to the
     partnership as part of our capital contribution to the partnership.  Due to
     our  ownership of less than 50%,  our  investment  in the joint  venture is
     accounted for using the equity method (See Note 5).

              In November  1999,  we formed a second joint  venture with a joint
      venture partner whose partners  include an  institutional  investor and B.
      Wayne  Hughes,  chairman  and chief  executive  officer of the  Company to
      participate in the  development of  approximately  $100 million of storage
      facilities  and to purchase  $100 million of the  Company's  Equity Stock,
      Series  AAA.  The joint  venture  is funded  solely  with  equity  capital
      consisting of 51% from the Company and 49% from the joint venture partner.
      This joint venture is consolidated in the Company's financial  statements.
      The term of the  joint  venture  is 15  years.  After  six years the joint
      venture  partner has the right to cause the Company to purchase  the joint
      venture  partner's  interest for an amount  necessary to provide it with a
      maximum  return of 10.75% per year or less in certain  circumstances.  The
      joint  venture  partner   provides  Mr.  Hughes  with  a  fixed  yield  of
      approximately 8.0% per annum.

              Construction in  process  consists  primarily of 53 new facilities
     and 25  expansions  of existing  facilities  with total  incurred  costs of
     approximately  $234.3  million (of which 6 facilities  with total  incurred
     costs of approximately $23.8 million are held by the second joint venture),
     as well as costs  associated  with facilities we have not acquired the land
     for.

              At December 31, 2000, the unaudited  adjusted basis of real estate
     facilities for Federal income tax purposes was approximately $3.0 billion.

                                      F-13

<PAGE>

5.   Investments in real estate entities
     -----------------------------------

              Summarized  combined  financial  data with  respect  to those real
     estate entities in which the Company had an ownership  interest at December
     31, 2000 are as follows:

<TABLE>
<CAPTION>
                                                  Other           Development
                                            Equity Investments   Joint Venture          PSB               Total
                                            ------------------   --------------      ------------     --------------
                                                                      (Amounts in thousands)
For the year ended December 31, 2000:

<S>                                             <C>                <C>                <C>              <C>
 Rental income........................          $    41,240        $  25,548          $ 144,171        $    210,959
 Other income.........................                1,880              699              6,463               9,042
                                            ------------------   --------------      ------------     --------------
     Total revenues...................               43,120           26,247            150,634             220,001
                                            ------------------   --------------      ------------     --------------
 Cost of operations...................               10,469            9,346             39,290              59,105
 Depreciation and amortization........                4,437            6,290             35,637              46,364
 Other expenses.......................                5,700            1,641              5,890              13,231
                                            ------------------   --------------      ------------     --------------
     Total expenses...................               20,606           17,277             80,817             118,700
                                            ------------------   --------------      ------------     --------------
 Net income before minority interest and
     gain on real estate investments..               22,514            8,970             69,817             101,301
 Minority interest ...................                    -                -            (26,741)            (26,741)
                                            ------------------   --------------      ------------     --------------
 Income before gain on real estate
     investments......................               22,514            8,970             43,076              74,560
 Gain on real estate investments......                    -                -              8,105               8,105
                                            ------------------   --------------      ------------     --------------
     Net income.......................           $   22,514        $   8,970          $  51,181        $     82,665
                                            ==================   ==============      ============     ==============
 At December 31, 2000:
 Real estate, net ....................           $   67,580        $ 219,043          $   864,711      $  1,151,334
 Total assets.........................           $  100,129        $ 222,670          $   930,756      $  1,253,555
 Total liabilities....................           $   40,332        $   3,899          $    59,935      $    104,166
 Preferred equity.....................           $        -        $       -          $   199,750      $    199,750
 Total common/partners' equity........           $   59,797        $ 218,771          $   671,071      $    949,639

 The Company's investment (book
     value) at December 31, 2000......           $  123,743        $  65,631          $   259,554      $    448,928

 The Company's effective average
     ownership interest at December
     31, 2000 (A).....................               44%                30%               42%

</TABLE>

(A)  Reflects our  ownership  interest  with  respect to total  common/partners'
     equity.

              At December  31, 2000,  our  investments  in real estate  entities
     consist of ownership  interests in 11 partnerships,  which  principally own
     self-storage  facilities,  and an ownership interest in PSB. Such interests
     are non-controlling  interests of less than 50% and are accounted for using
     the equity method of accounting. Accordingly, earnings are recognized based
     upon our ownership  interest in each of the  partnerships.  The  accounting
     policies of these entities are similar to the Company's.  During 2000, 1999
     and 1998,  we  recognized  earnings from our  investments  of  $36,109,000,
     $32,183,000 and $26,602,000,  respectively, and received cash distributions
     totaling  $16,984,000,   $15,949,000  and  $17,968,000,   respectively.  In
     addition, during 2000, we recognized a gain of $3,210,000, representing our
     share of PSB's gains on sale of real  estate and real  estate  investments;
     this gain is presented as "Gain on the  disposition of real estate and real
     estate investments".

                                      F-14

<PAGE>

              During 2000, we disposed of investments  in real estate  entities,
     for total  proceeds of  $47,875,000.  We recorded a net gain of $280,000 as
     "Gain  on the  disposition  of real  estate  and real  estate  investments"
     representing the difference between our cost and the proceeds received.

              During  2000 and 1999,  our  investment  in real  estate  entities
     reflected  decreases  as a result  of  business  combinations  whereby  the
     Company eliminated approximately $14,393,000 and $66,690,000, respectively,
     of pre-existing  investments in real estate entity investments.  Offsetting
     these  decreases are  additional  investments  made by the Company in other
     unconsolidated  entities  totaling  $75,146,000 and $77,656,000 in 2000 and
     1999, respectively.

              In April 1997, the Company and an institutional  investor formed a
     joint venture  partnership for the purpose of developing up to $220 million
     of  storage  facilities.  As  of  December  31,  2000,  the  joint  venture
     partnership  had completed  construction  on 47 storage  facilities  with a
     total cost of  approximately  $231.5  million.  The  partnership  is funded
     solely with equity capital  consisting of 30% from the Company and 70% from
     the institutional investor.

6.   Revolving line of credit
     ------------------------

              The credit agreement (the "Credit Facility") has a borrowing limit
     of $150 million and an expiration date of July 1, 2002. The expiration date
     may be extended by one year on each  anniversary  of the credit  agreement.
     Interest on outstanding  borrowings is payable monthly.  At our option, the
     rate of  interest  charged  is equal to (I) the  prime  rate or (ii) a rate
     ranging  from the London  Interbank  Offered Rate  ("LIBOR")  plus 0.40% to
     LIBOR plus 1.10%  depending on the  Company's  credit  ratings and coverage
     ratios, as defined. In addition, the Company is required to pay a quarterly
     commitment fee of 0.250% (per annum). The Credit Facility allows us, at our
     option,  to request  the group of banks to propose the  interest  rate they
     would charge on specific borrowings not to exceed $50 million;  however, in
     no case may the interest rate proposal be greater than the amount  provided
     by the Credit Facility.

              Under  covenants  of the Credit  Facility,  we are required to (i)
     maintain a balance  sheet  leverage  ratio of less than 0.40 to 1.00,  (ii)
     maintain net income of not less than $1.00 for each fiscal  quarter,  (iii)
     maintain certain cash flow and interest coverage ratios (as defined) of not
     less  than  1.0 to 1.0 and 5.0 to 1.0,  respectively  and (iv)  maintain  a
     minimum  total  shareholders'  equity (as  defined).  In  addition,  we are
     limited in its ability to incur  additional  borrowings (we are required to
     maintain  unencumbered  assets  with an  aggregate  book value  equal to or
     greater than three times our unsecured  recourse  debt) or sell assets.  We
     were in compliance  with the  covenants of the Credit  Facility at December
     31, 2000.

7.   Notes payable
     -------------

              Notes  payable  at  December  31,  2000  and 1999  consist  of the
     following:

<TABLE>
<CAPTION>
                                                                           2000                      1999
                                                                  ----------------------   ------------------------
                                                                  Carrying                  Carrying
                                                                   amount    Fair value     amount      Fair value
                                                                  ---------  -----------   ---------    -----------
                                                                              (Amounts in thousands)

<S>                                                               <C>          <C>        <C>           <C>
7.08% to 7.66% unsecured senior notes, due at varying dates
     between November 2003 and January 2007...............        $129,250     $129,250   $  138,000    $ 138,000
Mortgage notes payable:
  10.55% mortgage notes secured by real estate facilities,
      principal and interest payable monthly, due August 2004       23,820       25,105       26,231       27,438
  7.134% to 10.5% mortgage notes secured by real estate
      facilities, principal and interest payable monthly, due
      at varying dates between May 2004 and September 2028           2,933        2,933        3,107        3,107
                                                                  ---------  -----------   ---------    -----------
                                                                  $156,003    $ 157,288     $167,338    $ 168,545
                                                                  =========  ===========   =========    ===========
</TABLE>

                                      F-15

<PAGE>

              All of our notes payable are fixed rate.  The senior notes require
     interest and principal  payments to be paid  semi-annually and have various
     restrictive covenants, all of which have been met at December 31, 2000.

              The  10.55%  mortgage  notes  consist  of five  notes,  which  are
     cross-collateralized  by 19  properties  and  are  due to a life  insurance
     company. Although there is a negative spread between the carrying value and
     the estimated fair value of the notes, the notes provide for the prepayment
     of  principal  subject  to the  payment of  penalties,  which  exceed  this
     negative  spread.  Accordingly,  prepayment of the notes at this time would
     not be economically practicable.

              Mortgage  notes  payable are secured by 24 real estate  facilities
     having an  aggregate  net book  value of  approximately  $48.0  million  at
     December 31, 2000.

              At December 31, 2000,  approximate  principal  maturities of notes
payable are as follows:

<TABLE>
<CAPTION>
                                      Unsecured
                                     Senior Notes        Mortgage debt          Total
                                   ----------------    ----------------    ----------------
                                                      (in thousands)
<S>                                  <C>                  <C>                  <C>
2001.........................        $      9,500         $    2,910           $  12,410
2002.........................              24,450              3,530              27,980
2003.........................              35,900              3,585              39,485
2004.........................              25,800             15,063              40,863
2005.........................              11,200                156              11,356
Thereafter...................              22,400              1,509              23,909
                                   ----------------    ----------------    ----------------
                                     $    129,250         $   26,753           $ 156,003
                                   ================    ================    ================
Weighted average rate........               7.5%              10.2%                 7.9%
                                   ================    ================    ================
</TABLE>

              Interest paid (including interest related to the borrowings on the
     Credit Facility)  during 2000, 1999 and 1998 was $13,071,000,  $12,528,000,
     and  $7,690,000,  respectively.  In addition,  in 2000,  1999 and 1998, the
     Company  capitalized   interest  totaling   $9,778,000,   $4,509,000,   and
     $3,481,000,   respectively,   related  to   construction   of  real  estate
     facilities.

8.   Minority interest
     -----------------

              In  consolidation,  we  classify  ownership  interests  in the net
     assets  of each of the  Consolidated  Entities,  other  than  our  own,  as
     minority  interest  on  the  consolidated  financial  statements.  Minority
     interest  in  income  consists  of the  minority  interests'  share  of the
     operating results of the Company relating to the consolidated operations of
     the Consolidated Entities.

              During 2000, one of our operating partnerships issued in aggregate
     $365.0  million of preferred  partnership  units:  March 17, 2000, - $240.0
     million of 9.5% Series N Cumulative  Redeemable  Perpetual Preferred Units,
     March 29, 2000 - $75.0  million of 9.125%  Series O  Cumulative  Redeemable
     Perpetual  Preferred  Units,  and August 11, 2000 - $50.0  million of 8.75%
     Series P Cumulative  Redeemable  Perpetual Preferred Units. These preferred
     units  are not  redeemable  during  the first 5 years,  thereafter,  at our
     option,  we can call the units for  redemption at the issuance  amount plus
     any  unpaid  distributions.  The units are not  redeemable  by the  holder.
     Subject to certain conditions, the Series N preferred units are convertible
     into  shares of 9.5%  Series N  Cumulative  Preferred  Stock,  the Series O
     preferred units are  convertible  into shares of 9.125% Series O Cumulative
     Preferred  Stock and the  Series P  preferred  units are  convertible  into
     shares of 8.75% Series P  Cumulative  Preferred  Stock of the  Company.  We
     incurred   approximately   $3,750,000  in  costs  in  connection  with  the
     issuances;  these costs were  recorded  as a reduction  to Paid in Capital.
     These transactions had the effect of increasing minority interest by $365.0
     million.  For the year  ended  December  31,  2000,  the  holders  of these
     preferred  units  were  paid  in  aggregate  approximately  $24,859,000  in
     distributions and received an equivalent allocation of minority interest in
     earnings.

                                      F-16

<PAGE>

              In November  1999,  we formed a second  development  joint venture
     with a joint venture partner to develop $100 million of storage  facilities
     and to purchase $100 million of the Company's Equity Stock, Series AAA. The
     joint venture is consolidated and,  accordingly,  the Equity Stock,  Series
     AAA is  eliminated  in  consolidation.  Included  in  minority  interest at
     December  31,  2000 is  approximately  $77,126,000  relative  to the  joint
     venture,  primarily  representing total contributions received by our joint
     venture partner since inception of the partnership,  net of  distributions.
     Minority interest  increased by $21,392,000 as a result of contributions by
     our  joint  venture  partner  since  December  31,  1999 and  decreased  by
     $7,871,000 as a result of distributions to our joint venture partner.

              In  1999,  in  connection  with the  merger  with  Storage  Trust,
     minority interest  increased by approximately  $27,009,000,  reflecting the
     fair value of 1,011,963 operating partnership units ("OP Units") in Storage
     Trust's operating  partnership owned by minority  interest.  As of December
     31, 2000, there were  approximately  237,935 OP Units which are convertible
     on a one-for-one basis (subject to certain  limitations) into common shares
     of the Company at the option of the unitholder. Minority interest in income
     with respect to OP Units  reflects the OP Units' share of the net income of
     the Company,  with net income allocated to minority  interests with respect
     to  weighted  average  outstanding  OP Units on a per unit  basis  equal to
     diluted earnings per common share. During the year ended December 31, 2000,
     277,104 OP Units were redeemed in  connection  with the sale of real estate
     facilities  (reducing minority interest by $6,427,000) and 255,853 OP Units
     were converted into shares of the Company's common stock (reducing minority
     interest by $6,829,000).  During the year ended December 31, 1999,  241,071
     OP Units  were  exchanged  for an equal  number of shares of the  Company's
     common  stock,  for  a  total  cost  of  approximately  $6,434,000.   These
     transactions had the effect of reducing  minority interest by approximately
     $6,434,000.

              In addition to the OP Unit redemptions noted above,  during fiscal
     2000 we acquired  minority  interests in the  Consolidated  Entities for an
     aggregate cash cost of $31,271,000;  these  acquisitions  had the effect of
     reducing  minority  interest by  $16,159,000,  with the excess of cost over
     underlying book value ($15,112,000) allocated to real estate.

              During 1999, in addition to the OP Unit  redemptions  noted above,
     we acquired  limited  partnership  interests in certain of the Consolidated
     Entities in several  transactions  for an  aggregate  cost of  $76,873,000,
     consisting of  approximately  $36,846,000  in cash and  $40,027,000  in the
     issuance of common  stock.  These  transactions  had the effect of reducing
     minority interest by approximately $31,126,000. The excess of the cost over
     the underlying book value  ($45,747,000)  has been allocated to real estate
     facilities in consolidation.

              During  1999  and  1998,  in  connection  with  certain   business
     combinations  (Note 3) minority  interest was increased by $32,201,000  and
     $35,210,000,  respectively,  representing  the remaining  partners'  equity
     interests in the aggregate net assets of the Consolidated Entities.

                                      F-17

<PAGE>

9.   Shareholders' equity
     --------------------

              Preferred Stock
              ---------------
              At December  31,  2000 and 1999,  we had the  following  series of
     Preferred Stock outstanding:

                                                                   Carrying
                                  Dividend         Shares           Amount
              Series                Rate        Outsanding     (in thousands)
-----------------------------   ------------    ------------   ---------------
Series A                            10.000%       1,825,000        $  45,625
Series B                             9.200%       2,386,000           59,650
Series C                         Adjustable       1,200,000           30,000
Series D                             9.500%       1,200,000           30,000
Series E                            10.000%       2,195,000           54,875
Series F                             9.750%       2,300,000           57,500
Series G                             8.875%           6,900          172,500
Series H                             8.450%           6,750          168,750
Series I                             8.625%           4,000          100,000
Series J                             8.000%           6,000          150,000
Series K                             8.250%           4,600          115,000
Series L                             8.250%           4,600          115,000
Series M                             8.750%           2,250           56,250
                                                ------------   ---------------
Total Senior Preferred Stock                     11,141,100       $1,155,150
                                                ============   ===============

              The Series A through Series M (collectively the "Cumulative Senior
     Preferred   Stock")  have  general   preference   rights  with  respect  to
     liquidation and quarterly  distributions.  Holders of the preferred  stock,
     except under certain conditions and as noted above, will not be entitled to
     vote on most matters.  In the event of a cumulative  arrearage equal to six
     quarterly dividends or failure to maintain a Debt Ratio (as defined) of 50%
     or less,  holders of all outstanding series of preferred stock (voting as a
     single  class  without  regard to series)  will have the right to elect two
     additional  members  to serve on the  Company's  Board of  Directors  until
     events of default  have been cured.  At December  31,  2000,  there were no
     dividends in arrears and the Debt Ratio was 3.0%.

              Except  under  certain   conditions   relating  to  the  Company's
     qualification as a REIT, the Senior Preferred Stock is not redeemable prior
     to the following dates: Series A - September 30, 2002, Series B - March 31,
     2003,  Series C - June 30, 1999,  Series D - September 30, 2004, Series E -
     January 31, 2005,  Series F - April 30, 2005, Series G - December 31, 2000,
     Series H - January 31, 2001, Series I - October 31, 2001, Series J - August
     31, 2002,  Series K - January 19, 2004, Series L - March 10, 2004, Series M
     - August 17, 2004. On or after the respective  dates, each of the series of
     Senior Preferred Stock will be redeemable, at the option of the Company, in
     whole or in part, at $25 per share (or depositary  share in the case of the
     Series G,  Series H,  Series I, Series J, Series K, Series L and Series M),
     plus accrued and unpaid dividends.

                                      F-18

<PAGE>

              Common stock
              ------------
              During 2000,  1999 and 1998, we issued and  repurchased  shares of
our common stock as follows:

<TABLE>
<CAPTION>
                                                2000                        1999                        1998
                                      --------------------------- --------------------------- ---------------------------
                                                                (Dollar amount in thousands)
                                      -----------------------------------------------------------------------------------
                                        Shares        Amount        Shares        Amount        Shares        Amount
                                      ------------   ------------  ------------ ------------  ------------   ------------
<S>                                                  <C>                        <C>                          <C>
Public offerings....................            -    $        -             -   $              7,951,821     $ 234,521
                                                                                         -
In connection with mergers (Note 3)             -             -    13,009,485      347,223       433,526        13,817
Exercise of stock options........         242,598         4,608       511,989       10,000       219,596         3,339
Issuance to affiliates...........               -             -             -            -       853,700        26,362
Conversion of OP Units..........          255,853         6,829       241,071        6,434             -             -
Conversion of Convertible Preferred
  Stock..........................               -             -             -            -     3,589,552        53,308
Acquisition of interests in real
  estate entities (a)............               -             -     1,557,960       40,027       635,005        16,679
Repurchases of stock.............      (3,491,600)      (77,799)   (4,589,427)    (108,565)   (2,819,400)      (72,256)
                                      ------------   ------------  ------------ ------------  ------------   ------------
                                       (2,993,149)   $  (66,362)   10,731,078    $ 295,119    10,863,800     $ 275,770
                                      ============   ============  ============ ============  ============   ============
</TABLE>

(a)  The amounts for 1999  include  the  conversion  of 241,071 OP Units with an
     approximate value of $6,434,000.

              Shares  of  common  stock  issued  to  affiliates  in 1998 were in
     exchange for  interests in real estate  entities.  All the shares of common
     stock,  with the  exception  of the shares  issued in  connection  with the
     exercise of stock options,  were issued at the  prevailing  market price at
     the time of issuance.

              On June  12,  1998,  we  announced  that the  Board  of  Directors
     authorized the repurchase  from time to time of up to 10,000,000  shares of
     the  Company's  common stock on the open market or in privately  negotiated
     transactions.  On March 4,  2000,  the  Board of  Directors  increased  the
     authorized   number  of  shares  which  the  Company  could  repurchase  to
     15,000,000.  On March  15,  2001,  the  Board of  Directors  increased  the
     authorized  number of shares the Company could  repurchase  to  20,000,000.
     Cumulatively   through  December  31,  2000,  we  repurchased  a  total  of
     10,900,427  shares of common  stock at an aggregate  cost of  approximately
     $258,620,000.

              On March 12,  1999,  we issued  13,009,485  shares of common stock
     pursuant to the merger with Storage Trust Realty.

              At December 31, 2000,  the Company had 6,445,747  shares of common
     stock  reserved in connection  with the Company's  stock option plans (Note
     11),  7,000,000  shares of common stock  reserved for the conversion of the
     Class B Common Stock and 237,935  shares  reserved for the conversion of OP
     Units.

              Class B Common Stock
              --------------------
              Commencing  January 1, 2000, the Class B Common Stock participates
     in distributions  at the rate of 97% of the per share  distributions on the
     Common Stock, provided that cumulative  distributions of at least $0.22 per
     quarter  per share have been paid on the Common  Stock.  The Class B Common
     Stock will (i) not  participate in liquidating  distributions,  (ii) not be
     entitled to vote (except as expressly required by California law) and (iii)
     automatically  convert into Common Stock, on a share for share basis,  upon
     the later to occur of FFO per common  share  aggregating  $3.00  during any
     period of four consecutive calendar quarters or January 1, 2003.

              For these  purposes,  FFO means net  income  (loss)  (computed  in
     accordance with generally accepted  accounting  principles) before (i) gain
     (loss) on early  extinguishment  of debt, (ii) minority  interest in income
     and (iii) gain (loss) on disposition  of real estate,  adjusted as follows:
     (i) plus  depreciation and amortization  (including the Company's  pro-rata
     share of depreciation and amortization of  unconsolidated  equity interests
     and  amortization  of  assets  acquired  in a  merger,  including  property
     management  agreements and  goodwill),  and (ii) less FFO  attributable  to

                                      F-19

<PAGE>

     minority interest.  For these purposes, FFO per Common Share means FFO less
     preferred  stock dividends  (other than dividends on convertible  preferred
     stock) divided by the outstanding  weighted  average shares of Common Stock
     assuming conversion of all outstanding convertible securities and the Class
     B Common Stock.

              For these purposes, FFO per share of Common Stock (as defined) was
     $2.59 for the year ended December 31, 2000.

              Equity Stock
              ------------
              The Company is  authorized to issue  200,000,000  shares of Equity
     Stock. The Articles of  Incorporation  provide that the Equity Stock may be
     issued  from  time to time in one or more  series  and  gives  the Board of
     Directors  broad  authority to fix the dividend  and  distribution  rights,
     conversion and voting rights,  redemption provisions and liquidation rights
     of each series of Equity Stock.

              During fiscal 2000 we issued shares of Equity Stock as follows:

              *    In  January  2000,  we  issued  4,300,555  depositary  shares
                   (2,200,555  shares with a value of  $44,011,000  as part of a
                   special  distribution  declared  on  November  15,  1999  and
                   2,100,000  shares  with  net  proceeds  of  $39,800,000  in a
                   separate  public  offering)  each  representing  1/1,000 of a
                   share of Equity Stock, Series A ("Equity Stock A").

              *    In the first half of 2000, we issued 52,547 depositary shares
                   of Equity Stock A with an aggregate  value of $1,025,000 to a
                   related  party in  connection  with the  acquisition  of real
                   estate facilities.

              *    In December  2000, we issued  publicly  1,282,500  depositary
                   shares  ($28,518,000) each representing 1/1,000 of a share of
                   Equity Stock A.

              The Equity  Stock A ranks on a parity with common stock and junior
     to the Senior Preferred Stock with respect to general preference rights and
     has  a   liquidation   amount  which  cannot   exceed   $24.50  per  share.
     Distributions with respect to each depositary share shall be the lesser of:
     a) five times the per share  dividend  on the Common  Stock or b) $2.45 per
     annum  (prorated  for the year  2000).  Except  in order  to  preserve  the
     Company's  federal  income  tax  status as a REIT,  we may not  redeem  the
     depositary  shares  before March 31, 2005.  On or after March 31, 2005,  we
     may, at our option,  redeem the depositary  shares at $24.50 per depositary
     share.  If the Company fails to preserve its federal income tax status as a
     REIT, the depositary  shares will be convertible into common stock on a one
     for one basis.  The depositary  shares are otherwise not  convertible  into
     common stock.  Holders of depositary shares vote as a single class with our
     holders of common stock on shareholder  matters,  but the depositary shares
     have the equivalent of one-tenth of a vote per depositary share. We have no
     obligation  to pay  distributions  if no  distributions  are paid to common
     shareholders.

              In  November  1999,  we sold  $100,000,000  (4,289,544  shares) of
     Equity  Stock,  Series AAA  ("Equity  Stock AAA") to a newly  formed  joint
     venture.  We control the joint venture and  consolidate the accounts of the
     joint  venture,  and  accordingly  the Equity  Stock AAA is  eliminated  in
     consolidation. The Equity Stock AAA ranks on a parity with Common Stock and
     junior to the Senior  Preferred  Stock (as defined  below) with  respect to
     general  preference  rights,  and has a liquidation amount equal to 120% of
     the amount distributed to each common share. Annual distributions per share
     are equal to the lesser of (I) five times the amount paid per common  share
     or  (ii)  $2.1564.  We  have  no  obligation  to  pay  distributions  if no
     distributions are paid to common shareholders.

              In June  1997,  we  contributed  $22,500,000  (225,000  shares) of
     equity stock,  designated as Equity Stock, Series AA ("Equity Stock AA") to
     a partnership in which the Company is the general  partner.  As a result of
     this  contribution,  the  Company  obtained a  controlling  interest in the
     partnership  and began to consolidate  the accounts of the  partnership and

                                      F-20

<PAGE>

     therefore the equity stock is eliminated in consolidation. The Equity Stock
     AA ranks on a parity with Common  Stock and junior to the Senior  Preferred
     Stock  with  respect  to general  preference  rights and has a  liquidation
     amount of ten times the amount paid to each Common Share up to a maximum of
     $100 per share.  Quarterly  distributions  per share on the Equity Stock AA
     are equal to the lesser of (i) 10 times the amount paid per Common Stock or
     (ii) $2.20. We have no obligation to pay  distributions if no distributions
     are paid to common shareholders.

              Dividends
              ---------
              The unaudited characterization of dividends for Federal income tax
     purposes is made based upon earnings and profits of the Company, as defined
     by the  Internal  Revenue  Code.  Distributions  declared  by the  Board of
     Directors  (including  distributions  to the holders of preferred stock) in
     2000 were characterized as follows:

                          1st Quarter   2nd Quarter   3rd Quarter   4th Quarter
                          -----------   -----------   -----------   -----------
Ordinary income                96.10%        95.79%        99.04%        99.96%
Long-term Capital Gain          3.90%         4.21%         0.96%         0.04%
                          -----------   -----------   -----------   -----------
    Total                     100.00%       100.00%       100.00%       100.00%
                          -----------   -----------   -----------   -----------

              On August  30,  2000,  the Board of  Directors  declared a special
     distribution  to the common  shareholders of $0.60 per common share in cash
     which was paid on  September  30, 2000.  On November 4, 1999,  the Board of
     Directors declared a special distribution to the common  shareholders.  The
     special  distribution is comprised of (i) $0.65 per common share payable in
     depositary shares,  representing  interests in Equity Stock, Series A, with
     cash being paid in lieu of  fractional  shares or (ii) at the  election  of
     each  common  shareholder,  $0.62 per common  share  payable  in cash.  The
     special  distribution was accrued at December 31, 1999, and paid on January
     14, 2000 to shareholders of record as of November 15, 1999.

                                      F-21

<PAGE>

              The following summarizes dividends during 2000, 1999 and 1998:

<TABLE>
<CAPTION>
                                                2000                    1999                   1998
                                       ----------------------   ---------------------  ----------------------
                                       Per Share     Total      Per share    Total     Per share      Total
                                       ---------  -----------   ---------   ---------  ---------    ---------
                                                       (in thousands, except per share data)
Preferred Stock
<S>                                     <C>         <C>           <C>        <C>          <C>        <C>
Series A                                $2.500      $4,563        $2.500     $4,563       $2.500     $4,563
Series B                                $2.300       5,488        $2.300      5,488       $2.300      5,488
Series C                                $1.711       2,052        $1.688      2,024       $1.688      2,024
Series D                                $2.375       2,850        $2.375      2,850       $2.375      2,850
Series E                                $2.500       5,488        $2.500      5,488       $2.500      5,488
Series F                                $2.437       5,606        $2.437      5,606       $2.437      5,606
Series G                                $2.219      15,309        $2.219     15,309       $2.219     15,309
Series H                                $2.112      14,259        $2.112     14,259       $2.112     14,259
Series I                                $2.156       8,625        $2.156      8,625       $2.156      8,625
Series J                                $2.000      12,000        $2.000     12,000       $2.000     12,000
Series K                                $2.063       9,488        $1.965      9,040            -          -
Series L                                $2.063       9,488        $1.673      7,695            -          -
Series M                                $2.188       4,922        $0.820      1,846            -          -
Convertible                                              -                        -       $1.032      2,163
                                                  ---------               ---------               ---------
                                                   100,138                   94,793                  78,375
Common Stock
Equity Stock, Series A                  $2.363      11,042             -          -            -          -
Common Stock (A)                        $1.480     184,084        $1.520    195,383       $0.880    100,726
Class B Common Stock                    $1.436      10,049             -          -            -          -
                                                  ---------               ---------               ---------
                                                  $305,313                 $290,176                $179,101
                                                  =========               =========               =========
</TABLE>

              (A)  $82,086,000  ($0.64 per share) of the common dividend in 1999
                   was accrued at December 31, 1999,  of which  $38,075,000  was
                   paid on January 14, 2000 in cash and  $44,011,000 was paid in
                   the issuance of  depositary  shares of the  Company's  Equity
                   Stock, Series A.

              The  dividend  rate on the Series C  Preferred  Stock is  adjusted
     quarterly and is equal to the highest of one of three U.S. Treasury indices
     (Treasury  Bill Rate,  Ten Year  Constant  Maturity  Rate,  and Thirty Year
     Constant Maturity Rate) multiplied by 110%. However,  the dividend rate for
     any dividend  period will not be less than 6.75% per annum nor greater than
     10.75% per annum.  The dividend  rate with respect to the first  quarter of
     2001 will be equal to 6.75% per annum.

10.  Stock options
     -------------

              The  Company  has a 1990  Stock  Option  (the "1990  Plan")  which
     provides for the grant of  non-qualified  stock options.  The Company has a
     1994 Stock Option Plan (the "1994 Plan"), a 1996 Stock Option and Incentive
     Plan (the "1996 Plan") and a 2000  Non-Executive/Non-Director  Stock Option
     and Incentive Plan (the "2000 Plan"),  each of which provides for the grant
     of non-qualified  options and incentive stock options.  (The 1990 Plan, the
     1994 Plan, the 1996 Plan and the 2000 Plan are collectively  referred to as
     the  "PSI   Plans").   Under  the  PSI  Plans,   the  Company  has  granted
     non-qualified  options to certain directors,  officers and key employees to
     purchase shares of the Company's  common stock at a price equal to the fair
     market value of the common stock at the date of grant.  Generally,  options
     under the Plans vest over a three-year period from the date of grant at the
     rate of one-third  per year and expire (i) under the 1990 Plan,  five years
     after the date they became  exercisable  and (ii) under the 1994 Plan,  the
     1996 Plan and the 2000 Plan,  ten years  after the date of grant.  The 1996
     Plan and the 2000 Plan also  provide for the grant of  restricted  stock to
     officers,  key  employees and service  providers on terms  determined by an
     authorized  committee of the Board of  Directors;  no shares of  restricted
     stock have been  granted.  In  connection  with the Storage Trust merger in
     March 1999,  we assumed the  outstanding  non-qualified  options  under the
     Storage Trust Realty 1994 Share  Incentive Plan (the "Storage Trust Plan"),

                                      F-22

<PAGE>

     which were  converted  into  non-qualified  options to purchase  our common
     stock (the PSI Plans and the Storage Trust Plan are  collectively  referred
     to as the "Plans.")  The Company  determined  there was no material  impact
     from the use of the fair value  method  for the years  ended  December  31,
     2000, 1999 and 1998.

              Information  with respect to the Plans during 2000, 1999, and 1998
     is as follows:

<TABLE>
<CAPTION>
                                                        2000                           1999                         1998
                                             -----------------------------    ---------------------------  -------------------------
                                               Number          Average          Number        Average        Number       Average
                                                 of           Price per           of         Price per         of        Price per
                                               Options          Share          Options         Share        Options        Share
                                             ------------     ------------    ------------   ------------  ------------  -----------
<S>                                           <C>                <C>           <C>               <C>       <C>               <C>
Options outstanding January 1                 3,024,274          $24.08        2,054,285         $22.85    1,696,215         $20.03
  Granted or assumed                          3,762,500           23.06        1,576,626          24.39      590,000          28.23
  Exercised                                    (242,598)          18.99         (511,989)         19.53     (219,596)         15.20
  Canceled                                     (131,600)          26.01          (94,648)         27.28      (12,334)         28.66
                                             ------------     ------------    ------------   ------------  ------------  -----------
Options outstanding December 31               6,412,576           23.65        3,024,274         $24.08    2,054,285         $22.85
                                                              ============                   ============                ===========
                                                                 $14.125                          $9.375                      $9.375
Option price range at December 31 (A)                         to $33.563                      to $33.563                  to $33.563

Options exercisable at December 31            1,680,083          $23.83        1,259,771         $21.97    1,044,249         $19.94
                                             ============     ============    ============   ============  ============  ===========

Options available for grant at December 31       33,171                        1,683,505                   2,881,337
                                             ============                     ============                 ============
</TABLE>

(A)  Approximately 5,772,160,  2,210,695 and 1,037,500 of options outstanding at
     December  31, 2000,  1999 and 1998,  respectively,  had exercise  prices in
     excess of $23.

              In 1996, the Company adopted the disclosure  requirement provision
     of SFAS 123 in accounting for stock-based compensation issued to employees.
     As of December 31, 2000, 1999, and 1998 there were 6,372,741, 2,935,338 and
     1,900,837 options outstanding,  respectively, that were subject to SFAS 123
     disclosure  requirements.  The fair value of these  options  was  estimated
     utilizing the Black-Scholes  method with a risk-free interest rate of 5.63%
     for 1998,  5.55% for 1999 and 6.16% for 2000,  an expected  life of 5 years
     for each of 1998,  1999 and 2000, an expected  volatility of .192 for 1998,
     .201 for 1999 and .191 for 2000,  and an expected  dividend yield of 7% for
     each of 1998, 1999 and 2000. Based upon the results of such estimates,  the
     Company  determined  that there was no material  impact from the use of the
     fair value method for the years ended December 31, 2000, 1999 and 1998. The
     remaining  contractual  lives  were 8.9 years,  8.2  years,  and 7.8 years,
     respectively, at December 31, 2000, 1999, and 1998.

11.  Disclosures regarding Segment Reporting
     ---------------------------------------

              In July 1997,  the  Financial  Accounting  Standards  Board issued
     Statement No. 131, "Disclosures about Segments of an Enterprise and Related
     Information"  ("FAS 131"),  which  establishes  standards  for the way that
     public business  enterprises report  information about operating  segments.
     This statement is effective for financial  statements for periods beginning
     after  December 15, 1997. We adopted this  standard  effective for the year
     ended December 31, 1998.

              Description of each reportable segment
              --------------------------------------
              Our reportable segments reflect significant  operating  activities
     that are  evaluated  separately  by  management.  We have three  reportable
     segments:  self-storage operations,  containerized storage operations,  and
     commercial property operations.

              The   self-storage   segment   comprises  the  direct   ownership,
     development,  and  operation of  traditional  storage  facilities,  and the
     ownership  of equity  interests  in entities  that own storage  properties.
     PSPUD operates the containerized  storage segment.  The commercial property

                                      F-23

<PAGE>

     segment reflects our interest in the ownership,  operation,  and management
     of  commercial  properties.  The vast majority of the  commercial  property
     operations  are  conducted  through  PSB,  and to a much lesser  extent the
     Company  and  certain of its  unconsolidated  subsidiaries  own  commercial
     space,   managed  by  PSB,  within  facilities  that  combine  storage  and
     commercial space for rent.

              Measurement of segment profit or loss
              -------------------------------------
              We evaluate  performance and allocate resources based upon the net
     segment income of each segment. Net segment income represents net income in
     conformity   with  generally   accepted   accounting   principles  and  our
     significant  accounting  policies as denoted in Note 2, before interest and
     other income, depreciation of real estate facilities, amortization expense,
     interest  expense,   corporate  general  and  administrative  expense,  and
     minority  interest in income.  The  accounting  policies of the  reportable
     segments  are the same as those  described  in the  Summary of  Significant
     Accounting Policies.

              Interest and other income, depreciation of real estate facilities,
     amortization   expense,    interest   expense,    corporate   general   and
     administrative  expense,  and minority interest in income are not allocated
     to segments  because  management  does not utilize  them to evaluate of the
     results of operations of each segment.

              Measurement of segment assets
              -----------------------------
              No segment data  relative to assets or  liabilities  is presented,
     because we do not evaluate performance based upon the assets or liabilities
     of the segments.  We believe that the historical cost of the Company's real
     property does not have any significant  bearing upon the performance of the
     commercial  property and storage segments.  In the same manner,  management
     believes  that the book value of  investment  in real  estate  entities  as
     having no bearing  upon the  results of those  investments.  The only other
     types of assets that might be  allocated to  individual  segments are trade
     receivables,  payables, and other assets which arise in the ordinary course
     of business,  but they are also not a significant factor in the measurement
     of segment  performance.  We perform  post-acquisition  analysis of various
     investments; however, such evaluations are beyond the scope of FAS 131.

              Presentation of Segment Information
              -----------------------------------
              Our income statement provides most of the information  required in
     order to determine the performance of each of the Company's three segments.
     The following tables reconcile the performance of each segment, in terms of
     segment revenues and segment income,  to our consolidated  revenues and net
     income. It further provides detail of the segment  components of the income
     statement item, "Equity in earnings of real estate entities."

                                      F-24

<PAGE>

<TABLE>
<CAPTION>
                                                 Year Ended December 31,                    Year Ended December 31,
                                               -------------------------                   -------------------------
                                                   2000         1999         Change            1999         1998        Change
                                               ------------ ------------ ------------      ------------ ------------ ------------
                                                                         (Dollar amounts in thousands)
RECONCILIATION OF REVENUES BY SEGMENT:

Self-storage
<S>                                             <C>          <C>          <C>              <C>          <C>          <C>
  Storage property rentals..................    $  653,524   $  592,619   $   60,905       $   592,619  $   488,291  $   104,328
  Equity in earnings - storage property
     operations.............................        21,265       20,382          883            20,382       21,058         (676)
    Equity in earnings - Depreciation (self
    -storage)...............................        (7,153)      (7,591)         438            (7,591)      (6,581)      (1,010)
                                               ------------ ------------ ------------      ------------ ------------ ------------
      Self Storage segment revenues.........       667,636      605,410       62,226           605,410      502,768      102,642
                                               ------------ ------------ ------------      ------------ ------------ ------------

Containerized storage                               37,914       27,028       10,886            27,028       24,466        2,562
----------------------

Commercial  properties
----------------------
  Commercial property rentals...............        11,341        8,204        3,137             8,204       23,112      (14,908)
  Equity in earnings - commercial property
     operations.............................        42,562       35,623        6,939            35,623       23,301       12,322
  Equity in earnings - Depreciation
     (commercial properties)................       (14,672)     (12,130)      (2,542)          (12,130)      (7,303)      (4,827)
                                               ------------ ------------ ------------      ------------ ------------ ------------
      Commercial properties  segment revenues       39,231       31,697        7,534            31,697       39,110       (7,413)
                                               ------------ ------------ ------------      ------------ ------------ ------------

Other items not allocated to segments
-------------------------------------
  Equity in earnings - general and
     administrative and other...............        (5,893)      (4,101)      (1,792)           (4,101)      (3,873)        (228)
  Interest and other income.................        18,422       16,700        1,722            16,700       18,614       (1,914)
                                               ------------ ------------ ------------      ------------ ------------ ------------
    Total other items not allocated to
        segments............................        12,529       12,599          (70)           12,599       14,741       (2,142)
                                               ------------ ------------ ------------      ------------ ------------ ------------
      Total consolidated revenues...........    $  757,310   $  676,734   $   80,576       $  676,734   $  581,085   $   95,649
                                               ============ ============ ============      ============ ============ ============
</TABLE>

                                      F-25

<PAGE>

<TABLE>
<CAPTION>
                                                Year Ended December 31,                  Year Ended December 31,
                                               -------------------------                 -------------------------
                                                    2000         1999       Change          1999        1998        Change
                                               ------------ ------------ ------------    ------------ ------------ ------------
                                                                        (Dollar amounts in thousands)
  RECONCILIATION OF NET INCOME BY SEGMENT:

  Self-storage
  ------------
<S>                                               <C>         <C>          <C>            <C>          <C>         <C>
  Storage properties........................      $443,062    $408,138     $34,924        $408,138     $338,915    $69,223
  Depreciation and amortization - storage
     real estate............................      (141,425)   (131,118)    (10,307)       (131,118)    (103,045)   (28,073)
  Equity in earnings - storage property
     operations.............................        21,265      20,382         883          20,382       21,058       (676)
  Equity in earnings - depreciation (storage)       (7,153)     (7,591)        438          (7,591)      (6,581)    (1,010)
                                               ------------ ------------ ------------    ------------ ------------ ------------
      Total self-storage segment income.....       316,304     289,811      25,938         289,811      250,347     39,464
                                               ------------ ------------ ------------    ------------ ------------ ------------
  Containerized storage
  ---------------------
  Containerized storage.....................           116      (2,481)      2,597          (2,481)     (24,042)    21,561
  Depreciation..............................        (5,251)     (4,915)       (336)         (4,915)      (4,317)      (598)
                                               ------------ ------------ ------------    ------------ ------------ ------------
       Total containerized storage segment
       loss.................................        (5,135)     (7,396)      2,261          (7,396)     (28,359)    20,963
                                               ------------ ------------ ------------    ------------ ------------ ------------
  Commercial  properties
  ----------------------
  Commercial properties.....................         7,515       5,378       2,137           5,378       15,161     (9,783)
  Depreciation and amortization - commercial
     properties.............................        (2,291)     (1,686)       (605)         (1,686)      (4,437)     2,751
  Equity in earnings - commercial property
     operations.............................        42,562      35,623       6,939          35,623       23,301     12,322
  Equity in earnings - depreciation
     (commercial properties) ...............       (14,672)    (12,130)     (2,542)        (12,130)      (7,303)    (4,827)
                                               ------------ ------------ ------------    ------------ ------------ ------------
      Total commercial property segment income      33,114      27,185       5,929          27,185       26,722        463
                                               ------------ ------------ ------------    ------------ ------------ ------------

  Other items not allocated to segments
  -------------------------------------
  Equity in earnings - general and
     administrative  and other..............        (5,893)     (4,101)     (1,792)         (4,101)      (3,873)      (228)
  Interest and other income.................        18,422      16,700       1,722          16,700       18,614     (1,914)
  Corporate general and administrative .....       (21,306)    (12,491)     (8,815)        (12,491)     (11,635)      (856)
  Interest expense..........................        (3,293)     (7,971)      4,678          (7,971)      (4,507)    (3,464)
  Minority interest in income ..............       (38,356)    (16,006)    (22,350)        (16,006)     (20,290)     4,284
  Gain on disposition of real estate .......         3,786       2,154       1,632           2,154            -      2,154
                                               ------------ ------------ ------------    ------------ ------------ ------------
      Total other items not allocated to segments  (46,640)    (21,715)    (24,925)        (21,715)     (21,691)       (24)
                                               ------------ ------------ ------------    ------------ ------------ ------------

       Total consolidated company net income      $297,088    $287,885      $9,203        $287,885     $227,019    $60,866
                                               ============ ============ ============    ============ ============ ============
</TABLE>

12.  Events subsequent to December 31, 2000 (Unaudited)
     --------------------------------------------------

              On January 19, 2001,  we completed a public  offering of 6,900,000
     depositary shares ($25 stated value per depositary share) each representing
     1/1,000 of a share of 8.600% Cumulative  Preferred Stock, Series Q ("Series
     Q Preferred  Stock").  The Series Q Preferred Stock has general  preference
     rights over the Common Stock with respect to distributions  and liquidation
     proceeds.   Except  in  certain   conditions   relating  to  the  Company's
     qualification  as a REIT,  the Series Q preferred  stock is not  redeemable
     prior to January 19, 2006.  After January 19, 2006,  the Series Q preferred
     stock will be redeemable at the option of the Company, in whole or in part,
     at $25 per depository share, plus accrued and unpaid dividends.

                                      F-26

<PAGE>

              On March 15, 2001, the Company's  disinterested directors approved
     the acquisition of PS Insurance Company  ("PSIC").  PSIC is currently owned
     by B. Wayne Hughes (Chairman) and members of his family. PSIC is engaged in
     the business of reinusring risks relating to damage,  destruction, or other
     loss of goods  stored  by  tenants  in  self-storage  facilities  owned and
     operated by the Company. In the transaction the Company will acquire all of
     the capital  stock of PSIC from the Hughes family in exchange for 1,243,298
     shares of the Company's Common Stock,  subject to adjustment for changes in
     PSIC's working  capital.  PISC owns 301,032 shares of the Company's  Common
     Stock, which would continue to be owned by PSIC after the transaction.  The
     transaction (1) is conditionted on, among other things, adoption of changes
     to California's  tax laws that would permit the Company to acquire PISC and
     (2) is scheduled to close on December  31, 2001,  although  there can be no
     assurance.

13.  Recent Accounting Pronouncements and Guidance
     ---------------------------------------------

              Accounting for Derivative Instruments and Hedging Activities
              ------------------------------------------------------------
              In June 1998,  the FASB issued  Statement of Financial  Accounting
     Standards No. 133 ("SFAS 133"),  "Accounting for Derivative Instruments and
     Hedging  Activities,"  as amended in June 2000 by  Statement  of  Financial
     Accounting  Standards  No.  138  ("SFAS  138"),   "Accounting  for  Certain
     Derivative  Instruments  and Certain  Hedging  Activities,"  which requires
     companies to recognize all  derivatives  as either assets or liabilities in
     the balance sheet and measure such instruments at fair value. As amended by
     Statement  of  Financial   Accounting   Standards  No.  137  ("SFAS  137"),
     "Accounting for Derivative Instruments and Hedging Activities - Deferral of
     the Effective  Date of FASB  Statement No. 133," the provisions of SFAS 133
     will  require  adoption  by the  Company on January  1, 2001.  The  Company
     adopted  SFAS 133,  as  amended by SFAS 138,  on  January 1, 2001,  and the
     adoption had no material  impact on the  Company's  consolidated  financial
     statements.

              Emerging  Issues  Task  Force  Discussion  of   Capitalization  of
              ------------------------------------------------------------------
              Acquisition Costs
              -----------------
              In March 1998,  The  Emerging  Issues  Task Force  ("EITF") of the
     Financial Accounting Standards Board issued guidance (the "97-11 Guidance")
     with respect to Issue No. 97-11, "Accounting for Internal Costs Relating to
     Real Estate  Property  Acquisitions."  The 97-11  Guidance  provides that a
     company shall expense  internal  preacquisition  costs (such as costs of an
     internal  acquisitions  department) related to the purchase of an operating
     property.  We do not  capitalize  such internal  preacquisition  costs with
     respect  to  the   acquisition   of  operating   real  estate   facilities.
     Accordingly,  the  97-11  Guidance  had no  impact  upon  the  consolidated
     financial statements and would have had no impact upon financial statements
     for periods prior to the issuance of the 97-11 Guidance.

14.  Commitments and Contingencies
     -----------------------------

              Lease obligations
              -----------------
              As of  December  31,  2000,  we  leased 28  containerized  storage
     facilities  from third  parties;  in addition,  certain  trucks and related
     equipment are leased. Total lease expense for the facilities and equipment,
     comprised  entirely of minimum  lease  payments,  was  approximately  $10.7
     million,  $13.6 million, and $19.2 million for the years ended December 31,
     2000,  1999,  and 1998,  respectively.  Future  minimum  lease  payments at
     December  31,  2000  under  these  non-cancelable  operating  leases are as
     follows (in thousands):

            2001.........................       $   10,635
            2002.........................            6,699
            2003.........................            2,329
            2004.........................            1,273
            2005.........................              558
            Thereafter...................              405
                                             ----------------
                                                $   21,899
                                             ================

                                      F-27

<PAGE>

16.  Supplementary quarterly financial data (unaudited)
     --------------------------------------------------

<TABLE>
<CAPTION>
                                                              Three months ended
                                         -------------------------------------------------------------
                                          March 31,        June 30,      September 30,    December 31,
                                            2000             2000            2000             2000
                                         -----------     -----------      -----------      -----------
                                                     (in thousands, except per share data)
<S>                                      <C>             <C>              <C>              <C>
Revenues                                 $  176,595      $   188,150      $  195,966       $  196,599
                                         ===========     ===========      ===========      ===========
Net income                               $   72,561      $    74,303      $   75,652       $   74,572
                                         ===========     ===========      ===========      ===========
Per Common Share (Note 2):
   Net income -  Basic                   $    0.34       $     0.35       $    0.37        $    0.35
                                         ===========     ===========      ===========      ===========
   Net income -  Diluted                 $    0.34       $     0.35       $    0.37        $    0.35
                                         ===========     ===========      ===========      ===========

                                                              Three months ended
                                         -------------------------------------------------------------
                                          March 31,        June 30,      September 30,    December 31,
                                            1999             1999            1999             1999
                                         -----------     -----------      -----------      -----------
                                                     (in thousands, except per share data)
Revenues                                 $  148,015      $   172,237      $  178,963       $  177,519
                                         ===========     ===========      ===========      ===========
Net income                               $   61,842      $    73,651      $   76,752       $   75,640
                                         ===========     ===========      ===========      ===========
Per Common Share (Note 2):
   Net income - Basic                    $    0.34       $     0.39       $    0.41        $    0.39
                                         ===========     ===========      ===========      ===========
   Net income - Diluted                  $    0.34       $     0.39       $    0.40        $    0.39
                                         ===========     ===========      ===========      ===========
</TABLE>

                                      F-28

<PAGE>

                              PUBLIC STORAGE, INC.
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION


<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
             STORAGE FACILITIES
<S>                                                  <C>             <C>             <C>           <C>              <C>
   1/1/81    Newport News / Jefferson Avenue           673,000         108,000       1,071,000        503,000               -
   1/1/81    Virginia Beach / Diamond Springs          749,000         186,000       1,094,000        577,000               -
   8/1/81    San Jose / Snell                                -         312,000       1,815,000        335,000               -
  10/1/81    Tampa / Lazy Lane                               -         282,000       1,899,000        583,000               -
   6/1/82    San Jose / Tully                          957,000         645,000       1,579,000        433,000               -
   6/1/82    San Carlos / Storage                    1,187,000         780,000       1,387,000        501,000               -
   6/1/82    Mountain View                           1,704,000       1,180,000       1,182,000        523,000               -
   6/1/82    Cupertino / Storage                     1,320,000         572,000       1,270,000        398,000               -
  10/1/82    Sorrento Valley                         1,184,000       1,002,000       1,343,000        240,000               -
  10/1/82    Northwood                               1,844,000       1,034,000       1,522,000        229,000               -
   12/82     Port/Halsey                                     -         357,000       1,150,000      (417,000)         326,000
   12/82     Sacto/Folsom                                    -         396,000         329,000        619,000         323,000
    1/83     Platte                                          -         409,000         953,000        314,000         428,000
    1/83     Semoran                                         -         442,000       1,882,000        216,000         720,000
    1/83     Raleigh/Yonkers                                 -         203,000         914,000        382,000         425,000
    3/83     Blackwood                                       -         213,000       1,559,000        242,000         595,000
    4/83     Vailsgate                                       -         103,000         990,000        421,000         505,000
    5/83     Delta Drive                                     -          67,000         481,000        195,000         241,000
    6/83     Ventura                                         -         658,000       1,734,000        185,000         583,000
    8/83     Hobart                                          -         215,000       1,491,000        550,000         838,000
    9/83     Southington                                     -         124,000       1,233,000        317,000         546,000
    9/83     Southhampton                                    -         331,000       1,738,000        626,000         806,000
    9/83     Webster/Keystone                                -         449,000       1,688,000        725,000         813,000
    9/83     Dover                                           -         107,000       1,462,000        436,000         627,000
    9/83     Newcastle                                       -         227,000       2,163,000        405,000         817,000
    9/83     Newark                                          -         208,000       2,031,000        303,000         746,000
    9/83     Langhorne                                       -         263,000       3,549,000        441,000       1,445,000
    9/83     Ft. Wayne/W. Coliseum                           -         160,000       1,395,000        216,000         535,000
</TABLE>

<TABLE>
<CAPTION>


                                                            Gross Carrying Amount
                                                            At December 31, 2000
    Date                                         --------------------------------------------   Accumulated
  Acquired                Description               Land          Buildings         Total       Depreciation
------------ ---------------------------------   -------------   -----------     ------------  --------------
             STORAGE FACILITIES
<S>                                                  <C>            <C>             <C>           <C>
   1/1/81    Newport News / Jefferson Avenue          108,000      1,574,000       1,682,000     1,278,000
   1/1/81    Virginia Beach / Diamond Springs         186,000      1,671,000       1,857,000     1,301,000
   8/1/81    San Jose / Snell                         312,000      2,150,000       2,462,000     1,710,000
  10/1/81    Tampa / Lazy Lane                        282,000      2,482,000       2,764,000     1,929,000
   6/1/82    San Jose / Tully                         645,000      2,012,000       2,657,000     1,500,000
   6/1/82    San Carlos / Storage                     780,000      1,888,000       2,668,000     1,436,000
   6/1/82    Mountain View                          1,180,000      1,705,000       2,885,000     1,328,000
   6/1/82    Cupertino / Storage                      572,000      1,668,000       2,240,000     1,230,000
  10/1/82    Sorrento Valley                        1,002,000      1,583,000       2,585,000     1,165,000
  10/1/82    Northwood                              1,034,000      1,751,000       2,785,000     1,271,000
   12/82     Port/Halsey                              357,000      1,059,000       1,416,000       552,000
   12/82     Sacto/Folsom                             396,000      1,271,000       1,667,000       713,000
    1/83     Platte                                   409,000      1,695,000       2,104,000       892,000
    1/83     Semoran                                  442,000      2,818,000       3,260,000     1,536,000
    1/83     Raleigh/Yonkers                          203,000      1,721,000       1,924,000       988,000
    3/83     Blackwood                                213,000      2,396,000       2,609,000     1,271,000
    4/83     Vailsgate                                103,000      1,916,000       2,019,000     1,007,000
    5/83     Delta Drive                               68,000        916,000         984,000       480,000
    6/83     Ventura                                  658,000      2,502,000       3,160,000     1,326,000
    8/83     Hobart                                   215,000      2,879,000       3,094,000     1,439,000
    9/83     Southington                              123,000      2,097,000       2,220,000     1,065,000
    9/83     Southhampton                             331,000      3,170,000       3,501,000     1,693,000
    9/83     Webster/Keystone                         449,000      3,226,000       3,675,000     1,765,000
    9/83     Dover                                    107,000      2,525,000       2,632,000     1,303,000
    9/83     Newcastle                                227,000      3,385,000       3,612,000     1,787,000
    9/83     Newark                                   208,000      3,080,000       3,288,000     1,595,000
    9/83     Langhorne                                263,000      5,435,000       5,698,000     2,815,000
    9/83     Ft. Wayne/W. Coliseum                    160,000      2,146,000       2,306,000     1,082,000
</TABLE>

                                      F-29

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
    9/83     Ft. Wayne/Bluffton                              -          88,000         675,000        162,000         285,000
   10/83     Orlando J. Y. Parkway                           -         383,000       1,512,000        335,000         622,000
   11/83     Aurora                                          -         505,000         758,000        264,000         341,000
   11/83     Campbell                                        -       1,379,000       1,849,000      (579,000)         474,000
   11/83     Col Springs/Ed  (Coulter)                       -         471,000       1,640,000        113,000         554,000
   11/83     Col Springs/Mv  (Coulter)                       -         320,000       1,036,000        177,000         441,000
   11/83     Thorton (Coulter)                               -         418,000       1,400,000         83,000         536,000
   11/83     Oklahoma City   (Coulter)                       -         454,000       1,030,000        739,000         620,000
   11/83     Tucson (Coulter)                                -         343,000         778,000        571,000         420,000
   11/83     Webster/Nasa                                    -       1,570,000       2,457,000      1,197,000       1,372,000
   12/83     Charlotte                                       -         165,000       1,274,000        370,000         442,000
   12/83     Greensboro/Market                               -         214,000       1,653,000        533,000         794,000
   12/83     Greensboro/Electra                              -         112,000         869,000        316,000         382,000
   12/83     Columbia                                        -         171,000       1,318,000        473,000         492,000
   12/83     Richmond                                        -         176,000       1,360,000        345,000         468,000
   12/83     Augusta                                         -          97,000         747,000        289,000         324,000
   12/83     Tacoma                                          -         553,000       1,173,000        371,000         487,000
    1/84     Fremont/Albrae                                  -         636,000       1,659,000        454,000         532,000
    1/84     Belton                                          -         175,000         858,000        533,000         378,000
    1/84     Gladstone                                       -         275,000       1,799,000        430,000         640,000
    1/84     Hickman/112                                     -         257,000       1,848,000        440,000         618,000
    1/84     Holmes                                          -         289,000       1,333,000        344,000         455,000
    1/84     Independence                                    -         221,000       1,848,000        331,000         609,000
    1/84     Merriam                                         -         255,000       1,469,000        361,000         480,000
    1/84     Olathe                                          -         107,000         992,000        285,000         361,000
    1/84     Shawnee                                         -         205,000       1,420,000        411,000         502,000
    1/84     Topeka                                          -          75,000       1,049,000        231,000         356,000
    2/84     Unicorn/Nkoxville                               -         662,000       1,887,000        498,000         692,000
    2/84     Central/Knoxville                               -         449,000       1,281,000        361,000         455,000
    3/84     Marrietta/Cobb                                  -          73,000         542,000        272,000         259,000
    3/84     Manassas                                        -         320,000       1,556,000        354,000         553,000
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
    9/83     Ft. Wayne/Bluffton                         88,000      1,122,000       1,210,000       583,000
   10/83     Orlando J. Y. Parkway                     383,000      2,469,000       2,852,000     1,294,000
   11/83     Aurora                                    505,000      1,363,000       1,868,000       718,000
   11/83     Campbell                                1,379,000      1,744,000       3,123,000       888,000
   11/83     Col Springs/Ed  (Coulter)                 471,000      2,307,000       2,778,000     1,259,000
   11/83     Col Springs/Mv  (Coulter)                 320,000      1,654,000       1,974,000       887,000
   11/83     Thorton (Coulter)                         418,000      2,019,000       2,437,000     1,086,000
   11/83     Oklahoma City   (Coulter)                 454,000      2,389,000       2,843,000     1,261,000
   11/83     Tucson (Coulter)                          343,000      1,769,000       2,112,000       901,000
   11/83     Webster/Nasa                            1,571,000      5,025,000       6,596,000     2,669,000
   12/83     Charlotte                                 165,000      2,086,000       2,251,000     1,168,000
   12/83     Greensboro/Market                         214,000      2,980,000       3,194,000     1,640,000
   12/83     Greensboro/Electra                        112,000      1,567,000       1,679,000       846,000
   12/83     Columbia                                  171,000      2,283,000       2,454,000     1,293,000
   12/83     Richmond                                  176,000      2,173,000       2,349,000     1,206,000
   12/83     Augusta                                    97,000      1,360,000       1,457,000       743,000
   12/83     Tacoma                                    553,000      2,031,000       2,584,000     1,133,000
    1/84     Fremont/Albrae                            636,000      2,645,000       3,281,000     1,524,000
    1/84     Belton                                    175,000      1,769,000       1,944,000       987,000
    1/84     Gladstone                                 275,000      2,869,000       3,144,000     1,569,000
    1/84     Hickman/112                               257,000      2,906,000       3,163,000     1,612,000
    1/84     Holmes                                    289,000      2,132,000       2,421,000     1,140,000
    1/84     Independence                              221,000      2,788,000       3,009,000     1,533,000
    1/84     Merriam                                   255,000      2,310,000       2,565,000     1,280,000
    1/84     Olathe                                    107,000      1,638,000       1,745,000       911,000
    1/84     Shawnee                                   205,000      2,333,000       2,538,000     1,269,000
    1/84     Topeka                                     75,000      1,636,000       1,711,000       894,000
    2/84     Unicorn/Nkoxville                         662,000      3,077,000       3,739,000     1,703,000
    2/84     Central/Knoxville                         449,000      2,097,000       2,546,000     1,119,000
    3/84     Marrietta/Cobb                             73,000      1,073,000       1,146,000       579,000
    3/84     Manassas                                  320,000      2,463,000       2,783,000     1,354,000
</TABLE>

                                      F-30

<PAGE>
<TABLE>
<CAPTION>

                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
    3/84     Pico Rivera                                     -         743,000         807,000        328,000         321,000
    4/84     Providence                                      -          92,000       1,087,000        338,000         423,000
    4/84     Milwaukie/Oregon                                -         289,000         584,000        238,000         311,000
    5/84     Raleigh/Departure                               -         302,000       2,484,000        471,000         788,000
    5/84     Virginia Beach                                  -         509,000       2,121,000        660,000         776,000
    5/84     Philadelphia/Grant                              -       1,041,000       3,262,000        441,000         971,000
    5/84     Garland                                         -         356,000         844,000        217,000         360,000
    6/84     Lorton                                          -         435,000       2,040,000        509,000         682,000
    6/84     Baltimore                                       -         382,000       1,793,000        638,000         634,000
    6/84     Laurel                                          -         501,000       2,349,000        637,000         824,000
    6/84     Delran                                          -         279,000       1,472,000        266,000         573,000
    6/84     Orange Blossom                                  -         226,000         924,000        200,000         398,000
    6/84     Safe Place (Cincinnati)                         -         402,000       1,573,000        509,000         672,000
    6/84     Safe Place (Florence)                           -         185,000         740,000        364,000         376,000
    7/84     Trevose/Old Lincoln                             -         421,000       1,749,000        373,000         582,000
    8/84     Medley                                          -         584,000       1,016,000        329,000         464,000
    8/84     Oklahoma City                                   -         340,000       1,310,000        441,000         652,000
    8/84     Newport News                                    -         356,000       2,395,000        595,000       1,013,000
    8/84     Kaplan (Irving)                                 -         677,000       1,592,000        338,000         639,000
    8/84     Kaplan (Walnut Hill)                            -         971,000       2,359,000        708,000       1,041,000
    9/84     Cockrell Hill                                   -         380,000         913,000      1,038,000         675,000
   11/84     Omaha                                           -         109,000         806,000        418,000         399,000
   11/84     Hialeah                                         -         886,000       1,784,000        266,000         672,000
   12/84     Austin (Ben White)                              -         325,000         474,000        187,000       (274,000)
   12/84     Austin (Lamar)                                  -         643,000         947,000        358,000         443,000
   12/84     Pompano                                         -         399,000       1,386,000        584,000         698,000
   12/84     Fort Worth                                      -         122,000         928,000         13,000         303,000
   12/84     Montgomeryville                                 -         215,000       2,085,000        298,000         776,000
    1/85     Cranston                                        -         175,000         722,000        288,000         267,000
    1/85     Bossier City                                    -         184,000       1,542,000        360,000         656,000
    2/85     Simi Valley                                     -         737,000       1,389,000        313,000         520,000
</TABLE>

<TABLE>
<CAPTION>



                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
    3/84     Pico Rivera                               743,000      1,456,000       2,199,000       840,000
    4/84     Providence                                 92,000      1,848,000       1,940,000     1,030,000
    4/84     Milwaukie/Oregon                          289,000      1,133,000       1,422,000       619,000
    5/84     Raleigh/Departure                         302,000      3,743,000       4,045,000     2,059,000
    5/84     Virginia Beach                            499,000      3,567,000       4,066,000     1,913,000
    5/84     Philadelphia/Grant                      1,040,000      4,675,000       5,715,000     2,611,000
    5/84     Garland                                   356,000      1,421,000       1,777,000       730,000
    6/84     Lorton                                    435,000      3,231,000       3,666,000     1,785,000
    6/84     Baltimore                                 382,000      3,065,000       3,447,000     1,654,000
    6/84     Laurel                                    501,000      3,810,000       4,311,000     2,115,000
    6/84     Delran                                    279,000      2,311,000       2,590,000     1,201,000
    6/84     Orange Blossom                            226,000      1,522,000       1,748,000       789,000
    6/84     Safe Place (Cincinnati)                   402,000      2,754,000       3,156,000     1,436,000
    6/84     Safe Place (Florence)                     185,000      1,480,000       1,665,000       773,000
    7/84     Trevose/Old Lincoln                       421,000      2,704,000       3,125,000     1,481,000
    8/84     Medley                                    584,000      1,809,000       2,393,000       943,000
    8/84     Oklahoma City                             340,000      2,403,000       2,743,000     1,216,000
    8/84     Newport News                              356,000      4,003,000       4,359,000     2,072,000
    8/84     Kaplan (Irving)                           677,000      2,569,000       3,246,000     1,345,000
    8/84     Kaplan (Walnut Hill)                      971,000      4,108,000       5,079,000     2,099,000
    9/84     Cockrell Hill                             380,000      2,626,000       3,006,000     1,393,000
   11/84     Omaha                                     109,000      1,623,000       1,732,000       879,000
   11/84     Hialeah                                   886,000      2,722,000       3,608,000     1,419,000
   12/84     Austin (Ben White)                        211,000        501,000         712,000       246,000
   12/84     Austin (Lamar)                            643,000      1,748,000       2,391,000       888,000
   12/84     Pompano                                   399,000      2,668,000       3,067,000     1,313,000
   12/84     Fort Worth                                122,000      1,244,000       1,366,000       650,000
   12/84     Montgomeryville                           215,000      3,159,000       3,374,000     1,597,000
    1/85     Cranston                                  175,000      1,277,000       1,452,000       695,000
    1/85     Bossier City                              184,000      2,558,000       2,742,000     1,268,000
    2/85     Simi Valley                               737,000      2,222,000       2,959,000     1,122,000
</TABLE>

                                      F-31

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
    2/85     Hurst                                           -         231,000       1,220,000        222,000         480,000
    3/85     Chattanooga                                     -         202,000       1,573,000        353,000         683,000
    3/85     Portland                                        -         285,000         941,000        219,000         438,000
    3/85     Fern Park                                       -         144,000       1,107,000        204,000         432,000
    3/85     Fairfield                                       -         338,000       1,187,000        372,000         527,000
   3/1/85    Houston / Westheimer                      571,000         850,000       1,179,000        691,000               -
    4/85     Laguna Hills                                    -       1,224,000       3,303,000        401,000       1,213,000
    4/85     Austin/ S. First                                -         778,000       1,282,000        308,000         168,000
    4/85     Cincinnati/ E. Kemper                           -         232,000       1,573,000        231,000         220,000
    4/85     Cincinnati/ Colerain                            -         253,000       1,717,000        283,000         224,000
    4/85     Florence/ Tanner Lane                           -         218,000       1,477,000        297,000         207,000
    5/85     Longwood                                        -         355,000       1,645,000        256,000         669,000
    5/85     Columbus (Busch Blvd.)                          -         202,000       1,559,000        287,000         592,000
    5/85     Columbus (Kinnear Rd.)                          -         241,000       1,865,000        301,000         771,000
    5/85     Worthington                                     -         221,000       1,824,000        283,000         709,000
    5/85     Arlington                                       -         201,000       1,497,000        345,000         618,000
    5/85     Tacoma/ Phillips Rd.                            -         396,000       1,204,000        233,000         165,000
    5/85     Milwaukie/ Mcloughlin II                        -         458,000         742,000        320,000         207,000
    5/85     Manchester/ S. Willow II                        -         371,000       2,129,000      (196,000)         197,000
    6/85     Grove City/ Marlane Drive                       -         150,000       1,157,000        276,000         471,000
    6/85     Reynoldsburg                                    -         204,000       1,568,000        302,000         598,000
    6/85     N. Hollywood/ Raymer                            -         967,000         848,000        244,000         144,000
    7/85     Columbus (Morse Rd.)                            -         195,000       1,510,000        299,000         670,000
    7/85     Columbus (Kenney Rd.)                           -         199,000       1,531,000        339,000         598,000
    7/85     Westerville                                     -         199,000       1,517,000        353,000         620,000
    7/85     Springfield                                     -          90,000         699,000        226,000         332,000
    7/85     Dayton (Needmore Road)                          -         144,000       1,108,000        308,000         460,000
    7/85     Dayton (Executive Blvd.)                        -         160,000       1,207,000        329,000         569,000
    7/85     Lilburn                                         -         331,000         969,000        204,000         424,000
    7/85     San Diego/ Kearny Mesa Rd                       -         783,000       1,750,000        310,000         266,000
    7/85     Scottsdale/ 70th St                             -         632,000       1,368,000        226,000         168,000
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
    2/85     Hurst                                     231,000      1,922,000       2,153,000       960,000
    3/85     Chattanooga                               202,000      2,609,000       2,811,000     1,293,000
    3/85     Portland                                  285,000      1,598,000       1,883,000       795,000
    3/85     Fern Park                                 144,000      1,743,000       1,887,000       876,000
    3/85     Fairfield                                 338,000      2,086,000       2,424,000     1,026,000
   3/1/85    Houston / Westheimer                      850,000      1,870,000       2,720,000     1,194,000
    4/85     Laguna Hills                            1,224,000      4,917,000       6,141,000     2,482,000
    4/85     Austin/ S. First                          778,000      1,758,000       2,536,000     1,028,000
    4/85     Cincinnati/ E. Kemper                     232,000      2,024,000       2,256,000     1,201,000
    4/85     Cincinnati/ Colerain                      253,000      2,224,000       2,477,000     1,318,000
    4/85     Florence/ Tanner Lane                     218,000      1,981,000       2,199,000     1,171,000
    5/85     Longwood                                  355,000      2,570,000       2,925,000     1,275,000
    5/85     Columbus (Busch Blvd.)                    202,000      2,438,000       2,640,000     1,190,000
    5/85     Columbus (Kinnear Rd.)                    241,000      2,937,000       3,178,000     1,401,000
    5/85     Worthington                               221,000      2,816,000       3,037,000     1,364,000
    5/85     Arlington                                 201,000      2,460,000       2,661,000     1,192,000
    5/85     Tacoma/ Phillips Rd.                      396,000      1,602,000       1,998,000       929,000
    5/85     Milwaukie/ Mcloughlin II                  458,000      1,269,000       1,727,000       726,000
    5/85     Manchester/ S. Willow II                  371,000      2,130,000       2,501,000     1,266,000
    6/85     Grove City/ Marlane Drive                 150,000      1,904,000       2,054,000       937,000
    6/85     Reynoldsburg                              204,000      2,468,000       2,672,000     1,199,000
    6/85     N. Hollywood/ Raymer                      967,000      1,236,000       2,203,000       744,000
    7/85     Columbus (Morse Rd.)                      195,000      2,479,000       2,674,000     1,166,000
    7/85     Columbus (Kenney Rd.)                     199,000      2,468,000       2,667,000     1,193,000
    7/85     Westerville                               199,000      2,490,000       2,689,000     1,216,000
    7/85     Springfield                                90,000      1,257,000       1,347,000       611,000
    7/85     Dayton (Needmore Road)                    144,000      1,876,000       2,020,000       929,000
    7/85     Dayton (Executive Blvd.)                  159,000      2,106,000       2,265,000     1,047,000
    7/85     Lilburn                                   330,000      1,598,000       1,928,000       761,000
    7/85     San Diego/ Kearny Mesa Rd                 783,000      2,326,000       3,109,000     1,390,000
    7/85     Scottsdale/ 70th St                       632,000      1,762,000       2,394,000     1,031,000
</TABLE>
                                      F-32

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
    7/85     Concord/ Hwy 29                                 -         150,000         750,000        315,000         185,000
    9/85     Madison/ Copps Ave.                             -         450,000       1,150,000        384,000         151,000
    9/85     Columbus/ Sinclair                              -         307,000         893,000        244,000         105,000
    9/85     Philadelphia/ Tacony St                         -         118,000       1,782,000        260,000         187,000
   10/85     N. Hollywood/ Whitsett  (A)                     -       1,524,000       2,576,000        347,000         335,000
   10/85     Portland/ SE 82nd St                            -         354,000         496,000        284,000          94,000
   10/85     Perrysburg/ Helen Dr.                           -         110,000       1,590,000       (90,000)         138,000
   10/85     Columbus/ Ambleside                             -         124,000       1,526,000       (86,000)         133,000
   10/85     Indianapolis/ Pike Place                        -         229,000       1,531,000        214,000         215,000
   10/85     Indianapolis/ Beach Grove                       -         198,000       1,342,000        217,000         176,000
   10/85     Hartford/ Roberts                               -         219,000       1,481,000        316,000         318,000
   10/85     Wichita/ S. Rock Rd.                            -         501,000       1,478,000        102,000         133,000
   10/85     Wichita/ E. Harry                               -         313,000       1,050,000         53,000         101,000
   10/85     Wichita/ S. Woodlawn                            -         263,000         905,000         10,000          84,000
   10/85     Wichita/ E. Kellogg                             -         185,000         658,000       (61,000)          55,000
   10/85     Wichita/ S. Tyler                               -         294,000       1,004,000         53,000         152,000
   10/85     Wichita/ W. Maple                               -         234,000         805,000       (72,000)          67,000
   10/85     Wichita/ Carey Lane                             -         192,000         674,000        (7,000)          61,000
   10/85     Wichita/ E. Macarthur                           -         220,000         775,000      (132,000)          92,000
   10/85     Joplin/ S. Range Line                           -         264,000         904,000         48,000          87,000
   10/85     San Antonio/ Wetmore Rd.                        -         306,000       1,079,000        392,000          73,000
   10/85     San Antonio/ Callaghan                          -         288,000       1,016,000        330,000          51,000
   10/85     San Antonio/ Zarzamora                          -         364,000       1,281,000        405,000          44,000
   10/85     San Antonio/ Hackberry                          -         388,000       1,367,000        359,000          49,000
   10/85     San Antonio/ Fredericksburg                     -         287,000       1,009,000        353,000          64,000
   10/85     Dallas/ S. Westmoreland                         -         474,000       1,670,000        155,000         103,000
   10/85     Dallas/ Alvin St.                               -         359,000       1,266,000        153,000          73,000
   10/85     Fort Worth/ W. Beach St.                        -         356,000       1,252,000        152,000          49,000
   10/85     Fort Worth/ E. Seminary                         -         382,000       1,346,000        174,000          42,000
   10/85     Fort Worth/ Cockrell St.                        -         323,000       1,136,000        158,000          72,000
   11/85     Everett/ Evergreen                              -         706,000       2,294,000        442,000         109,000
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
    7/85     Concord/ Hwy 29                           150,000      1,250,000       1,400,000       725,000
    9/85     Madison/ Copps Ave.                       450,000      1,685,000       2,135,000       967,000
    9/85     Columbus/ Sinclair                        307,000      1,242,000       1,549,000       709,000
    9/85     Philadelphia/ Tacony St                   118,000      2,229,000       2,347,000     1,268,000
   10/85     N. Hollywood/ Whitsett  (A)             1,524,000      3,258,000       4,782,000     1,871,000
   10/85     Portland/ SE 82nd St                      354,000        874,000       1,228,000       535,000
   10/85     Perrysburg/ Helen Dr.                     110,000      1,638,000       1,748,000       944,000
   10/85     Columbus/ Ambleside                       124,000      1,573,000       1,697,000       880,000
   10/85     Indianapolis/ Pike Place                  229,000      1,960,000       2,189,000     1,119,000
   10/85     Indianapolis/ Beach Grove                 198,000      1,735,000       1,933,000       988,000
   10/85     Hartford/ Roberts                         219,000      2,115,000       2,334,000     1,174,000
   10/85     Wichita/ S. Rock Rd.                      642,000      1,572,000       2,214,000       892,000
   10/85     Wichita/ E. Harry                         313,000      1,204,000       1,517,000       719,000
   10/85     Wichita/ S. Woodlawn                      263,000        999,000       1,262,000       604,000
   10/85     Wichita/ E. Kellogg                       185,000        652,000         837,000       391,000
   10/85     Wichita/ S. Tyler                         294,000      1,209,000       1,503,000       779,000
   10/85     Wichita/ W. Maple                         234,000        800,000       1,034,000       448,000
   10/85     Wichita/ Carey Lane                       192,000        728,000         920,000       408,000
   10/85     Wichita/ E. Macarthur                     220,000        735,000         955,000       424,000
   10/85     Joplin/ S. Range Line                     264,000      1,039,000       1,303,000       634,000
   10/85     San Antonio/ Wetmore Rd.                  306,000      1,544,000       1,850,000       946,000
   10/85     San Antonio/ Callaghan                    288,000      1,397,000       1,685,000       875,000
   10/85     San Antonio/ Zarzamora                    364,000      1,730,000       2,094,000     1,060,000
   10/85     San Antonio/ Hackberry                    388,000      1,775,000       2,163,000     1,093,000
   10/85     San Antonio/ Fredericksburg               287,000      1,426,000       1,713,000       906,000
   10/85     Dallas/ S. Westmoreland                   474,000      1,928,000       2,402,000     1,188,000
   10/85     Dallas/ Alvin St.                         359,000      1,492,000       1,851,000       925,000
   10/85     Fort Worth/ W. Beach St.                  356,000      1,453,000       1,809,000       907,000
   10/85     Fort Worth/ E. Seminary                   382,000      1,562,000       1,944,000       980,000
   10/85     Fort Worth/ Cockrell St.                  323,000      1,366,000       1,689,000       845,000
   11/85     Everett/ Evergreen                        706,000      2,845,000       3,551,000     1,850,000
</TABLE>
                                      F-33

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
   11/85     Seattle/ Empire Way                             -       1,652,000       5,348,000        577,000         205,000
   12/85     Milpitas                                        -       1,623,000       1,577,000        235,000         276,000
   12/85     Pleasanton/ Santa Rita   (A)                    -       1,226,000       2,078,000        287,000         327,000
   12/85     Amherst/ Niagra Falls                           -         132,000         701,000        209,000          70,000
   12/85     West Sams Blvd.                                 -         164,000       1,159,000      (293,000)          69,000
   12/85     MacArthur Rd.                                   -         204,000       1,628,000        144,000          40,000
   12/85     Brockton/ Main                                  -         153,000       2,020,000      (256,000)          69,000
   12/85     Eatontown/ Hwy 35                               -         308,000       4,067,000        416,000         146,000
   12/85     Denver/ Leetsdale                               -         603,000         847,000        188,000          39,000
    1/86     Mapleshade/ Rudderow                            -         362,000       1,811,000        228,000         100,000
    1/86     Bordentown/ Groveville                          -         196,000         981,000        131,000          76,000
    1/86     Sun Valley/ Sheldon                             -         544,000       1,836,000        328,000          66,000
    1/86     Las Vegas/ Highland                             -         432,000         848,000        218,000          44,000
    2/86     Costa Mesa/ Pomona                              -       1,405,000       1,520,000        328,000          64,000
    2/86     Brea/ Imperial Hwy                              -       1,069,000       2,165,000        333,000         107,000
    2/86     Skokie/ McCormick                               -         638,000       1,912,000        226,000          58,000
    2/86     Colorado Springs/ Sinton                        -         535,000       1,115,000        176,000         111,000
    2/86     Oklahoma City/ Penn                             -         146,000         829,000        141,000          66,000
    2/86     Oklahoma City/ 39th Expressway                  -         238,000         812,000        280,000          80,000
    3/86     Jacksonville/ Wiley                             -         140,000         510,000        226,000          54,000
    3/86     St. Louis/ Forder                               -         517,000       1,133,000        252,000          46,000
   3/3/86    Tampa / 56th                              508,000         450,000       1,360,000        391,000               -
    4/86     Reno/ Telegraph                                 -         649,000       1,051,000        435,000         131,000
    4/86     St. Louis/Kirkham                               -         199,000       1,001,000        194,000           8,000
    4/86     St. Louis/Reavis                                -         192,000         958,000        197,000          10,000
    4/86     Fort Worth/East Loop                            -         196,000         804,000        213,000          24,000
    5/86     Westlake Village                                -       1,205,000         995,000        211,000          24,000
    5/86     Sacramento/Franklin Blvd.                       -         872,000         978,000        462,000        (57,000)
    6/86     Richland Hills                                  -         543,000         857,000        421,000         (6,000)
    6/86     West Valley/So. 3600                            -         208,000       1,552,000        366,000       (166,000)
    7/86     Colorado Springs/ Hollow Tree                   -         574,000         726,000        231,000          69,000
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
   11/85     Seattle/ Empire Way                     1,652,000      6,130,000       7,782,000     3,832,000
   12/85     Milpitas                                1,623,000      2,088,000       3,711,000     1,205,000
   12/85     Pleasanton/ Santa Rita   (A)            1,226,000      2,692,000       3,918,000     1,531,000
   12/85     Amherst/ Niagra Falls                     132,000        980,000       1,112,000       629,000
   12/85     West Sams Blvd.                           164,000        935,000       1,099,000       593,000
   12/85     MacArthur Rd.                             204,000      1,812,000       2,016,000     1,130,000
   12/85     Brockton/ Main                            153,000      1,833,000       1,986,000     1,148,000
   12/85     Eatontown/ Hwy 35                         308,000      4,629,000       4,937,000     2,863,000
   12/85     Denver/ Leetsdale                         603,000      1,074,000       1,677,000       675,000
    1/86     Mapleshade/ Rudderow                      362,000      2,139,000       2,501,000     1,301,000
    1/86     Bordentown/ Groveville                    196,000      1,188,000       1,384,000       715,000
    1/86     Sun Valley/ Sheldon                       544,000      2,230,000       2,774,000     1,392,000
    1/86     Las Vegas/ Highland                       432,000      1,110,000       1,542,000       695,000
    2/86     Costa Mesa/ Pomona                      1,405,000      1,912,000       3,317,000     1,194,000
    2/86     Brea/ Imperial Hwy                      1,069,000      2,605,000       3,674,000     1,611,000
    2/86     Skokie/ McCormick                         638,000      2,196,000       2,834,000     1,336,000
    2/86     Colorado Springs/ Sinton                  535,000      1,402,000       1,937,000       829,000
    2/86     Oklahoma City/ Penn                       146,000      1,036,000       1,182,000       625,000
    2/86     Oklahoma City/ 39th Expressway            238,000      1,172,000       1,410,000       720,000
    3/86     Jacksonville/ Wiley                       140,000        790,000         930,000       486,000
    3/86     St. Louis/ Forder                         517,000      1,431,000       1,948,000       877,000
   3/3/86    Tampa / 56th                              450,000      1,751,000       2,201,000     1,076,000
    4/86     Reno/ Telegraph                           649,000      1,617,000       2,266,000     1,011,000
    4/86     St. Louis/Kirkham                         199,000      1,203,000       1,402,000       758,000
    4/86     St. Louis/Reavis                          192,000      1,165,000       1,357,000       737,000
    4/86     Fort Worth/East Loop                      196,000      1,041,000       1,237,000       648,000
    5/86     Westlake Village                        1,205,000      1,230,000       2,435,000       764,000
    5/86     Sacramento/Franklin Blvd.                 872,000      1,383,000       2,255,000       912,000
    6/86     Richland Hills                            543,000      1,272,000       1,815,000       844,000
    6/86     West Valley/So. 3600                      208,000      1,752,000       1,960,000     1,118,000
    7/86     Colorado Springs/ Hollow Tree             574,000      1,026,000       1,600,000       606,000
</TABLE>
                                      F-34

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
    7/86     West LA/Purdue Ave.                             -       2,415,000       3,585,000        244,000         (5,000)
    7/86     Capital Heights/Central Ave.                    -         649,000       3,851,000        283,000        (53,000)
    7/86     Pontiac/Dixie Hwy.                              -         259,000       2,091,000         41,000          33,000
    7/86     Portland/Moody                                  -         663,000       1,637,000       (47,000)         538,000
    8/86     Laurel/Ft. Meade Rd.                            -         475,000       1,475,000        205,000          51,000
    8/86     Hammond/Calumet                                 -          97,000         751,000        468,000         366,000
    9/86     Kansas City/S. 44th.                            -         509,000       1,906,000        458,000        (34,000)
    9/86     Lakewood/W. 6th Ave.                            -       1,070,000       3,155,000        482,000       1,027,000
   10/86     Peralta/Fremont                                 -         851,000       1,074,000        273,000          13,000
   10/86     Birmingham/Highland                             -          89,000         786,000        208,000          71,000
   10/86     Birmingham/Riverchase                           -         262,000       1,338,000        358,000          63,000
   10/86     Birmingham/Eastwood                             -         166,000       1,184,000        212,000         121,000
   10/86     Birmingham/Forestdale                           -         152,000         948,000        153,000         113,000
   10/86     Birmingham/Centerpoint                          -         265,000       1,305,000        235,000           6,000
   10/86     Birmingham/Roebuck Plaza                        -         101,000         399,000        243,000         212,000
   10/86     Birmingham/Greensprings                         -         347,000       1,173,000        290,000       (234,000)
   10/86     Birmingham/Hoover-Lorna                         -         372,000       1,128,000        325,000        (65,000)
   10/86     Midfield/Bessemer                               -         170,000         355,000        272,000       (101,000)
   10/86     Huntsville/Leeman Ferry Rd.                     -         158,000         992,000        234,000         123,000
   10/86     Huntsville/Drake                                -         253,000       1,172,000        225,000          55,000
   10/86     Anniston/Whiteside                              -          59,000         566,000        172,000          77,000
   10/86     Houston/Glenvista                               -         595,000       1,043,000        493,000        (31,000)
   10/86     Houston/I-45                                    -         704,000       1,146,000        730,000         (9,000)
   10/86     Houston/Rogerdale                               -       1,631,000       2,792,000        457,000         110,000
   10/86     Houston/Gessner                                 -       1,032,000       1,693,000        838,000        (71,000)
   10/86     Houston/Richmond-Fairdale                       -       1,502,000       2,506,000        866,000          16,000
   10/86     Houston/Gulfton                                 -       1,732,000       3,036,000        861,000          73,000
   10/86     Houston/Westpark                                -         503,000         854,000        146,000          74,000
   10/86     Jonesboro                                       -         157,000         718,000        189,000          51,000
   10/86     Pilgrim/Houston/Loop 610                        -       1,299,000       3,491,000        992,000       1,366,000
   10/86     Pilgrim/Houston/S.W. Freeway                    -         904,000       2,319,000        662,000         920,000
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
    7/86     West LA/Purdue Ave.                     2,416,000      3,823,000       6,239,000     2,372,000
    7/86     Capital Heights/Central Ave.              649,000      4,081,000       4,730,000     2,555,000
    7/86     Pontiac/Dixie Hwy.                        259,000      2,165,000       2,424,000     1,328,000
    7/86     Portland/Moody                            663,000      2,128,000       2,791,000       942,000
    8/86     Laurel/Ft. Meade Rd.                      475,000      1,731,000       2,206,000     1,061,000
    8/86     Hammond/Calumet                            97,000      1,585,000       1,682,000       720,000
    9/86     Kansas City/S. 44th.                      509,000      2,330,000       2,839,000     1,494,000
    9/86     Lakewood/W. 6th Ave.                    1,070,000      4,664,000       5,734,000     2,267,000
   10/86     Peralta/Fremont                           851,000      1,360,000       2,211,000       835,000
   10/86     Birmingham/Highland                       150,000      1,004,000       1,154,000       640,000
   10/86     Birmingham/Riverchase                     278,000      1,743,000       2,021,000     1,128,000
   10/86     Birmingham/Eastwood                       232,000      1,451,000       1,683,000       896,000
   10/86     Birmingham/Forestdale                     190,000      1,176,000       1,366,000       721,000
   10/86     Birmingham/Centerpoint                    273,000      1,538,000       1,811,000       953,000
   10/86     Birmingham/Roebuck Plaza                  340,000        615,000         955,000       409,000
   10/86     Birmingham/Greensprings                    16,000      1,560,000       1,576,000       938,000
   10/86     Birmingham/Hoover-Lorna                   266,000      1,494,000       1,760,000       900,000
   10/86     Midfield/Bessemer                          95,000        601,000         696,000       381,000
   10/86     Huntsville/Leeman Ferry Rd.               198,000      1,309,000       1,507,000       831,000
   10/86     Huntsville/Drake                          248,000      1,457,000       1,705,000       871,000
   10/86     Anniston/Whiteside                        107,000        767,000         874,000       487,000
   10/86     Houston/Glenvista                         595,000      1,505,000       2,100,000       987,000
   10/86     Houston/I-45                              704,000      1,867,000       2,571,000     1,321,000
   10/86     Houston/Rogerdale                       1,631,000      3,359,000       4,990,000     2,047,000
   10/86     Houston/Gessner                         1,032,000      2,460,000       3,492,000     1,633,000
   10/86     Houston/Richmond-Fairdale               1,502,000      3,388,000       4,890,000     2,266,000
   10/86     Houston/Gulfton                         1,732,000      3,970,000       5,702,000     2,651,000
   10/86     Houston/Westpark                          503,000      1,074,000       1,577,000       650,000
   10/86     Jonesboro                                 157,000        958,000       1,115,000       603,000
   10/86     Pilgrim/Houston/Loop 610                1,299,000      5,849,000       7,148,000     2,845,000
   10/86     Pilgrim/Houston/S.W. Freeway              904,000      3,901,000       4,805,000     1,825,000
</TABLE>
                                      F-35

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
   10/86     Pilgrim/Houston/FM 1960                         -         719,000       1,987,000       (10,000)         609,000
   10/86     Pilgrim/Houston/Old Katy Rd.                    -       1,365,000       3,431,000        929,000       1,274,000
   10/86     Pilgrim/Houston/Long Point                      -         451,000       1,187,000        553,000         563,000
   10/86     Austin/Red Rooster                              -       1,390,000       1,710,000        436,000         672,000
   11/86     Arleta/Osborne St.                              -         987,000         663,000        242,000         290,000
   12/86     Lynnwood/196th SW                               -       1,063,000       1,602,000        303,000         571,000
   12/86     Auburn/Auburn Way North                         -         606,000       1,144,000        317,000         533,000
   12/86     Gresham/Burnside                                -         351,000       1,056,000        366,000         482,000
   12/86     Denver/Sheridan Rd.                             -       1,033,000       2,792,000        571,000       1,007,000
   12/86     Marietta/Cobb Pkwy.                             -         536,000       2,764,000        639,000       1,016,000
   12/86     Hillsboro/Tualatin Hwy.                         -         461,000         574,000        231,000         414,000
   12/86     San Antonio/Sunst Rd.                           -       1,206,000       1,594,000        504,000         649,000
  12/31/86   Monrovia / Myrtle Avenue                1,351,000       1,149,000       2,446,000        170,000               -
  12/31/86   Chatsworth / Topanga                      886,000       1,447,000       1,243,000        229,000               -
  12/31/86   Houston / Larkwood                        309,000         247,000         602,000        340,000               -
  12/31/86   Northridge                              2,123,000       3,624,000       1,922,000      3,462,000               -
  12/31/86   Santa Clara / Duane                       805,000       1,950,000       1,004,000        333,000               -
  12/31/86   Oyster Point                                    -       1,569,000       1,490,000        341,000               -
  12/31/86   Walnut                                          -         767,000         613,000      3,578,000               -
    3/87     Annandale/Ravensworth                           -         679,000       1,621,000        205,000         596,000
    4/87     City of Industry/Amar Rd.                       -         748,000       2,052,000        364,000         702,000
    5/87     OK City/Hefner                                  -         459,000         941,000        224,000         417,000
    7/87     Oakbrook Terrace                                -         912,000       2,688,000      (126,000)         399,000
    8/87     San Antonio/Austin Hwy.                         -         400,000         850,000       (98,000)         164,000
   10/87     Plantation/S. State Rd.                         -         924,000       1,801,000      (303,000)         298,000
   10/87     Rockville/Fredrick Rd.                          -       1,695,000       3,305,000      (384,000)         519,000
    2/88     Anaheim/Lakeview                                -         995,000       1,505,000       (55,000)         256,000
   6/7/88    Mesquite / Sorrento Drive                       -         928,000       1,011,000        706,000               -
    7/88     Fort Wayne                                      -         101,000       1,524,000         49,000         145,000
   1/1/92    Costa Mesa                                      -         533,000         980,000        620,000               -
   3/1/92    Dallas / Walnut St.                             -         537,000       1,008,000        247,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
   10/86     Pilgrim/Houston/FM 1960                   661,000      2,644,000       3,305,000     1,306,000
   10/86     Pilgrim/Houston/Old Katy Rd.            1,365,000      5,634,000       6,999,000     2,798,000
   10/86     Pilgrim/Houston/Long Point                451,000      2,303,000       2,754,000     1,150,000
   10/86     Austin/Red Rooster                      1,390,000      2,818,000       4,208,000     1,323,000
   11/86     Arleta/Osborne St.                        987,000      1,195,000       2,182,000       565,000
   12/86     Lynnwood/196th SW                       1,063,000      2,476,000       3,539,000     1,158,000
   12/86     Auburn/Auburn Way North                   606,000      1,994,000       2,600,000       975,000
   12/86     Gresham/Burnside                          351,000      1,904,000       2,255,000       868,000
   12/86     Denver/Sheridan Rd.                     1,033,000      4,370,000       5,403,000     2,100,000
   12/86     Marietta/Cobb Pkwy.                       536,000      4,419,000       4,955,000     2,032,000
   12/86     Hillsboro/Tualatin Hwy.                   461,000      1,219,000       1,680,000       611,000
   12/86     San Antonio/Sunst Rd.                   1,207,000      2,746,000       3,953,000     1,252,000
  12/31/86   Monrovia / Myrtle Avenue                1,149,000      2,616,000       3,765,000     1,509,000
  12/31/86   Chatsworth / Topanga                    1,447,000      1,472,000       2,919,000       964,000
  12/31/86   Houston / Larkwood                        247,000        942,000       1,189,000       500,000
  12/31/86   Northridge                              3,624,000      5,384,000       9,008,000     1,549,000
  12/31/86   Santa Clara / Duane                     1,950,000      1,337,000       3,287,000       774,000
  12/31/86   Oyster Point                            1,569,000      1,831,000       3,400,000     1,004,000
  12/31/86   Walnut                                    769,000      4,189,000       4,958,000       476,000
    3/87     Annandale/Ravensworth                     679,000      2,422,000       3,101,000     1,120,000
    4/87     City of Industry/Amar Rd.                 748,000      3,118,000       3,866,000       820,000
    5/87     OK City/Hefner                            459,000      1,582,000       2,041,000       705,000
    7/87     Oakbrook Terrace                          912,000      2,961,000       3,873,000     2,013,000
    8/87     San Antonio/Austin Hwy.                   400,000        916,000       1,316,000       640,000
   10/87     Plantation/S. State Rd.                   924,000      1,796,000       2,720,000     1,198,000
   10/87     Rockville/Fredrick Rd.                  1,695,000      3,440,000       5,135,000     2,284,000
    2/88     Anaheim/Lakeview                          995,000      1,706,000       2,701,000     1,103,000
   6/7/88    Mesquite / Sorrento Drive                 928,000      1,717,000       2,645,000     1,077,000
    7/88     Fort Wayne                                101,000      1,718,000       1,819,000       810,000
   1/1/92    Costa Mesa                                535,000      1,598,000       2,133,000     1,001,000
   3/1/92    Dallas / Walnut St.                       537,000      1,255,000       1,792,000     1,189,000
</TABLE>
                                      F-36

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
   5/1/92    Camp Creek                                      -         576,000       1,075,000        241,000               -
   9/1/92    Orlando/W. Colonial                             -         368,000         713,000        118,000               -
   9/1/92    Jacksonville/Arlington                          -         554,000       1,065,000        169,000               -
  10/1/92    Stockton/Mariners                               -         381,000         730,000        136,000               -
  11/18/92   Virginia Beach/General Booth Blvd               -         599,000       1,119,000        309,000               -
   1/1/93    Redwood City/Storage                            -         907,000       1,684,000        200,000               -
   1/1/93    City Of Industry                                -       1,611,000       2,991,000        238,000               -
   1/1/93    San Jose/Felipe                                 -       1,124,000       2,088,000        245,000               -
   1/1/93    Baldwin Park/Garvey Ave                         -         840,000       1,561,000        248,000               -
  3/19/93    Westminister / W. 80th                          -         840,000       1,586,000        171,000               -
  4/26/93    Costa Mesa / Newport                      931,000       2,141,000       3,989,000        101,000               -
  5/13/93    Austin /N. Lamar                                -         919,000       1,695,000      5,211,000               -
  5/28/93    Jacksonville/Phillips Hwy.                      -         406,000         771,000        150,000               -
  5/28/93    Tampa/Nebraska Avenue                           -         550,000       1,043,000        114,000               -
   6/9/93    Calabasas / Ventura Blvd.                       -       1,762,000       3,269,000        171,000               -
   6/9/93    Carmichael / Fair Oaks                          -         573,000       1,052,000        203,000               -
   6/9/93    Santa Clara / Duane                             -         454,000         834,000         85,000               -
  6/10/93    Citrus Heights / Sylvan Road                    -         438,000         822,000        141,000               -
  6/25/93    Trenton / Allen Road                            -         623,000       1,166,000        127,000               -
  6/30/93    Los Angeles/W.Jefferson Blvd                    -       1,085,000       2,017,000        115,000               -
  7/16/93    Austin / So. Congress Ave                       -         777,000       1,445,000        266,000               -
   8/1/93    Gaithersburg / E. Diamond                       -         602,000       1,139,000        133,000               -
  8/11/93    Atlanta / Northside                             -       1,150,000       2,149,000        240,000               -
  8/11/93    Smyrna/ Rosswill Rd                             -         446,000         842,000        183,000               -
  8/13/93    So. Brunswick/Highway                           -       1,076,000       2,033,000        217,000               -
  8/31/93    Austin / N. Lamar                               -         502,000         941,000        105,000               -
  10/1/93    Denver / Federal Blvd                           -         875,000       1,633,000        120,000               -
  10/1/93    Citrus Heights                                  -         527,000         987,000         96,000               -
  10/1/93    Lakewood / 6th Ave                              -         798,000       1,489,000       (31,000)               -
  10/27/93   Houston / S Shaver St                           -         481,000         896,000        154,000               -
  11/3/93    Upland/S. Euclid Ave.                           -         431,000         807,000        382,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
   5/1/92    Camp Creek                                576,000      1,316,000       1,892,000       495,000
   9/1/92    Orlando/W. Colonial                       368,000        831,000       1,199,000       323,000
   9/1/92    Jacksonville/Arlington                    554,000      1,234,000       1,788,000       473,000
  10/1/92    Stockton/Mariners                         381,000        866,000       1,247,000       318,000
  11/18/92   Virginia Beach/General Booth Blvd         599,000      1,428,000       2,027,000       503,000
   1/1/93    Redwood City/Storage                      907,000      1,884,000       2,791,000       661,000
   1/1/93    City Of Industry                        1,611,000      3,229,000       4,840,000     1,048,000
   1/1/93    San Jose/Felipe                         1,124,000      2,333,000       3,457,000       816,000
   1/1/93    Baldwin Park/Garvey Ave                   840,000      1,809,000       2,649,000       637,000
  3/19/93    Westminister / W. 80th                    840,000      1,757,000       2,597,000       604,000
  4/26/93    Costa Mesa / Newport                    2,141,000      4,090,000       6,231,000     1,306,000
  5/13/93    Austin /N. Lamar                          919,000      6,906,000       7,825,000     1,013,000
  5/28/93    Jacksonville/Phillips Hwy.                406,000        921,000       1,327,000       340,000
  5/28/93    Tampa/Nebraska Avenue                     550,000      1,157,000       1,707,000       387,000
   6/9/93    Calabasas / Ventura Blvd.               1,762,000      3,440,000       5,202,000     1,135,000
   6/9/93    Carmichael / Fair Oaks                    573,000      1,255,000       1,828,000       425,000
   6/9/93    Santa Clara / Duane                       454,000        919,000       1,373,000       307,000
  6/10/93    Citrus Heights / Sylvan Road              438,000        963,000       1,401,000       359,000
  6/25/93    Trenton / Allen Road                      623,000      1,293,000       1,916,000       420,000
  6/30/93    Los Angeles/W.Jefferson Blvd            1,085,000      2,132,000       3,217,000       680,000
  7/16/93    Austin / So. Congress Ave                 777,000      1,711,000       2,488,000       664,000
   8/1/93    Gaithersburg / E. Diamond                 602,000      1,272,000       1,874,000       402,000
  8/11/93    Atlanta / Northside                     1,150,000      2,389,000       3,539,000       765,000
  8/11/93    Smyrna/ Rosswill Rd                       446,000      1,025,000       1,471,000       352,000
  8/13/93    So. Brunswick/Highway                   1,076,000      2,250,000       3,326,000       743,000
  8/31/93    Austin / N. Lamar                         502,000      1,046,000       1,548,000       347,000
  10/1/93    Denver / Federal Blvd                     875,000      1,753,000       2,628,000       549,000
  10/1/93    Citrus Heights                            527,000      1,083,000       1,610,000       348,000
  10/1/93    Lakewood / 6th Ave                        685,000      1,571,000       2,256,000       486,000
  10/27/93   Houston / S Shaver St                     481,000      1,050,000       1,531,000       352,000
  11/3/93    Upland/S. Euclid Ave.                     508,000      1,112,000       1,620,000       353,000
</TABLE>
                                      F-37

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  11/16/93   Norcross / Jimmy Carter                         -         627,000       1,167,000        162,000               -
  11/16/93   Seattle / 13th                                  -       1,085,000       2,015,000        559,000               -
  12/9/93    Salt Lake City                                  -         765,000       1,422,000        (2,000)               -
  12/16/93   West Valley City                                -         683,000       1,276,000        124,000               -
  12/21/93   Pinellas Park / 34th St. W                      -         607,000       1,134,000        168,000               -
  12/28/93   New Orleans / S. Carrollton Ave                 -       1,575,000       2,941,000        230,000               -
  12/29/93   Orange / Main                                   -       1,238,000       2,317,000      1,385,000               -
  12/29/93   Sunnyvale / Wedell                              -         554,000       1,037,000        705,000               -
  12/29/93   El Cajon / Magnolia                             -         421,000         791,000        502,000               -
  12/29/93   Orlando / S. Semoran Blvd.                      -         462,000         872,000        620,000               -
  12/29/93   Tampa / W. Hillsborough Ave                     -         352,000         665,000        377,000               -
  12/29/93   Irving / West Loop 12                           -         341,000         643,000        153,000               -
  12/29/93   Fullerton / W. Commonwealth                     -         904,000       1,687,000        988,000               -
  12/29/93   N. Lauderdale / Mcnab Rd                        -         628,000       1,182,000        680,000               -
  12/29/93   Los Alimitos / Cerritos                         -         695,000       1,299,000        666,000               -
  12/29/93   Frederick / Prospect Blvd.                      -         573,000       1,082,000        507,000               -
  12/29/93   Indianapolis / E. Washington                    -         403,000         775,000        452,000               -
  12/29/93   Gardena / Western Ave.                          -         552,000       1,035,000        571,000               -
  12/29/93   Palm Bay / Bobcock Street                       -         409,000         775,000        486,000               -
  1/10/94    Hialeah / W. 20Th Ave.                          -       1,855,000       3,497,000        175,000               -
  1/12/94    Sunnyvale / N. Fair Oaks Ave                    -         689,000       1,285,000        304,000               -
  1/12/94    Honolulu / Iwaena                               -               -       3,382,000        673,000               -
  1/12/94    Miami / Golden Glades                           -         579,000       1,081,000        341,000               -
  1/21/94    Herndon / Centreville Road                      -       1,584,000       2,981,000        185,000               -
   2/8/94    Las Vegas/S. Martin Luther King                 -       1,383,000       2,592,000      1,006,000               -
  2/28/94    Arlingtn/Old Jeffersn Davishwy                  -         735,000       1,399,000        177,000               -
   3/8/94    Beaverton / Sw Barnes Road                      -         942,000       1,810,000        156,000               -
  3/21/94    Austin / Arboretum                              -         473,000         897,000      2,748,000               -
  3/25/94    Tinton Falls / Shrewsbury Ave                   -       1,074,000       2,033,000        169,000               -
  3/25/94    East Brunswick / Milltown Road                  -       1,282,000       2,411,000        211,000               -
  3/25/94    Mercerville / Quakerbridge Road                 -       1,109,000       2,111,000        215,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  11/16/93   Norcross / Jimmy Carter                   627,000      1,329,000       1,956,000       417,000
  11/16/93   Seattle / 13th                          1,085,000      2,574,000       3,659,000       846,000
  12/9/93    Salt Lake City                            790,000      1,395,000       2,185,000       588,000
  12/16/93   West Valley City                          683,000      1,400,000       2,083,000       456,000
  12/21/93   Pinellas Park / 34th St. W                607,000      1,302,000       1,909,000       436,000
  12/28/93   New Orleans / S. Carrollton Ave         1,575,000      3,171,000       4,746,000       954,000
  12/29/93   Orange / Main                           1,593,000      3,347,000       4,940,000       958,000
  12/29/93   Sunnyvale / Wedell                        725,000      1,571,000       2,296,000       464,000
  12/29/93   El Cajon / Magnolia                       542,000      1,172,000       1,714,000       355,000
  12/29/93   Orlando / S. Semoran Blvd.                601,000      1,353,000       1,954,000       411,000
  12/29/93   Tampa / W. Hillsborough Ave               436,000        958,000       1,394,000       292,000
  12/29/93   Irving / West Loop 12                     355,000        782,000       1,137,000       247,000
  12/29/93   Fullerton / W. Commonwealth             1,160,000      2,419,000       3,579,000       703,000
  12/29/93   N. Lauderdale / Mcnab Rd                  798,000      1,692,000       2,490,000       491,000
  12/29/93   Los Alimitos / Cerritos                   874,000      1,786,000       2,660,000       510,000
  12/29/93   Frederick / Prospect Blvd.                692,000      1,470,000       2,162,000       429,000
  12/29/93   Indianapolis / E. Washington              505,000      1,125,000       1,630,000       326,000
  12/29/93   Gardena / Western Ave.                    695,000      1,463,000       2,158,000       403,000
  12/29/93   Palm Bay / Bobcock Street                 525,000      1,145,000       1,670,000       330,000
  1/10/94    Hialeah / W. 20Th Ave.                  1,590,000      3,937,000       5,527,000     1,172,000
  1/12/94    Sunnyvale / N. Fair Oaks Ave              657,000      1,621,000       2,278,000       461,000
  1/12/94    Honolulu / Iwaena                               -      4,055,000       4,055,000     1,137,000
  1/12/94    Miami / Golden Glades                     557,000      1,444,000       2,001,000       446,000
  1/21/94    Herndon / Centreville Road              1,358,000      3,392,000       4,750,000       816,000
   2/8/94    Las Vegas/S. Martin Luther King         1,436,000      3,545,000       4,981,000     1,029,000
  2/28/94    Arlingtn/Old Jeffersn Davishwy            630,000      1,681,000       2,311,000       533,000
   3/8/94    Beaverton / Sw Barnes Road                807,000      2,101,000       2,908,000       657,000
  3/21/94    Austin / Arboretum                      1,554,000      2,564,000       4,118,000       472,000
  3/25/94    Tinton Falls / Shrewsbury Ave             921,000      2,355,000       3,276,000       738,000
  3/25/94    East Brunswick / Milltown Road          1,099,000      2,805,000       3,904,000       857,000
  3/25/94    Mercerville / Quakerbridge Road           950,000      2,485,000       3,435,000       729,000
</TABLE>
                                      F-38

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  3/31/94    Hypoluxo                                        -         735,000       1,404,000      1,778,000               -
  4/26/94    No. Highlands / Roseville Road                  -         980,000       1,835,000        231,000               -
  5/12/94    Fort Pierce/Okeechobee Road                     -         438,000         842,000        178,000               -
  5/24/94    Hempstead/Peninsula Blvd.                       -       2,053,000       3,832,000        230,000               -
  5/24/94    La/Huntington                                   -         483,000         905,000        112,000               -
   6/9/94    Chattanooga / Brainerd Road                     -         613,000       1,170,000        155,000               -
   6/9/94    Chattanooga / Ringgold Road                     -         761,000       1,433,000        304,000               -
  6/18/94    Las Vegas / S. Valley View Blvd                 -         837,000       1,571,000        116,000               -
  6/23/94    Las Vegas / Tropicana                           -         750,000       1,408,000        150,000               -
  6/23/94    Henderson / Green Valley Pkwy                   -       1,047,000       1,960,000        145,000               -
  6/24/94    Las Vegas / N. Lamb Blvd.                       -         869,000       1,629,000       (83,000)               -
  6/30/94    Birmingham / W. Oxmoor Road                     -         532,000       1,004,000        336,000               -
  7/20/94    Milpitas / Dempsey Road                         -       1,260,000       2,358,000        142,000               -
  8/17/94    New Orleans/I-10                                -         784,000       1,470,000        138,000               -
  8/17/94    Beaverton / S.W. Denny Road                     -         663,000       1,245,000         90,000               -
  8/17/94    Irwindale / Central Ave.                        -         674,000       1,263,000         58,000               -
  8/17/94    Suitland / St. Barnabas Rd                      -       1,530,000       2,913,000        167,000               -
  8/17/94    North Brunswick / How Lane                      -       1,238,000       2,323,000         63,000               -
  8/17/94    Lombard / 64th                                  -         847,000       1,583,000        100,000               -
  8/17/94    Alsip / 27th                                    -         406,000         765,000         74,000               -
  9/15/94    Huntsville / Old Monrovia Road                  -         613,000       1,157,000        182,000               -
  9/27/94    West Haven / Bull Hill Lane                     -         455,000         873,000      5,238,000               -
  9/30/94    San Francisco / Marin St.                       -       1,227,000       2,339,000      1,188,000               -
  9/30/94    Baltimore / Hillen Street                       -         580,000       1,095,000        159,000               -
  9/30/94    San Francisco /10th & Howard                    -       1,423,000       2,668,000        169,000               -
  9/30/94    Montebello / E. Whittier                        -         383,000         732,000         95,000               -
  9/30/94    Arlington / Collins                             -         228,000         435,000        211,000               -
  9/30/94    Miami / S.W. 119th Ave                          -         656,000       1,221,000         48,000               -
  9/30/94    Blackwood / Erial Road                          -         774,000       1,437,000         72,000               -
  9/30/94    Concord / Monument                              -       1,092,000       2,027,000        264,000               -
  9/30/94    Rochester / Lee Road                            -         469,000         871,000        161,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                           Gross Carrying Amount
                                                           At December 31, 2000
    Date                                         -------------------------------------------   Accumulated
  Acquired                Description              Land          Buildings         Total       Depreciation
------------ ---------------------------------   ------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  3/31/94    Hypoluxo                                630,000      3,287,000       3,917,000     1,946,000
  4/26/94    No. Highlands / Roseville Road          840,000      2,206,000       3,046,000       661,000
  5/12/94    Fort Pierce/Okeechobee Road             375,000      1,083,000       1,458,000       363,000
  5/24/94    Hempstead/Peninsula Blvd.             1,763,000      4,352,000       6,115,000     1,203,000
  5/24/94    La/Huntington                           414,000      1,086,000       1,500,000       330,000
   6/9/94    Chattanooga / Brainerd Road             525,000      1,413,000       1,938,000       430,000
   6/9/94    Chattanooga / Ringgold Road             653,000      1,845,000       2,498,000       556,000
  6/18/94    Las Vegas / S. Valley View Blvd         718,000      1,806,000       2,524,000       530,000
  6/23/94    Las Vegas / Tropicana                   643,000      1,665,000       2,308,000       506,000
  6/23/94    Henderson / Green Valley Pkwy           898,000      2,254,000       3,152,000       655,000
  6/24/94    Las Vegas / N. Lamb Blvd.               769,000      1,646,000       2,415,000       562,000
  6/30/94    Birmingham / W. Oxmoor Road             461,000      1,411,000       1,872,000       560,000
  7/20/94    Milpitas / Dempsey Road               1,080,000      2,680,000       3,760,000       779,000
  8/17/94    New Orleans/I-10                        672,000      1,720,000       2,392,000       486,000
  8/17/94    Beaverton / S.W. Denny Road             568,000      1,430,000       1,998,000       393,000
  8/17/94    Irwindale / Central Ave.                578,000      1,417,000       1,995,000       393,000
  8/17/94    Suitland / St. Barnabas Rd            1,312,000      3,298,000       4,610,000       938,000
  8/17/94    North Brunswick / How Lane            1,062,000      2,562,000       3,624,000       687,000
  8/17/94    Lombard / 64th                          726,000      1,804,000       2,530,000       500,000
  8/17/94    Alsip / 27th                            348,000        897,000       1,245,000       268,000
  9/15/94    Huntsville / Old Monrovia Road          525,000      1,427,000       1,952,000       419,000
  9/27/94    West Haven / Bull Hill Lane           1,964,000      4,602,000       6,566,000       469,000
  9/30/94    San Francisco / Marin St.             1,371,000      3,383,000       4,754,000       912,000
  9/30/94    Baltimore / Hillen Street               497,000      1,337,000       1,834,000       370,000
  9/30/94    San Francisco /10th & Howard          1,221,000      3,039,000       4,260,000       810,000
  9/30/94    Montebello / E. Whittier                329,000        881,000       1,210,000       259,000
  9/30/94    Arlington / Collins                     195,000        679,000         874,000       260,000
  9/30/94    Miami / S.W. 119th Ave                  563,000      1,362,000       1,925,000       361,000
  9/30/94    Blackwood / Erial Road                  663,000      1,620,000       2,283,000       432,000
  9/30/94    Concord / Monument                      936,000      2,447,000       3,383,000       684,000
  9/30/94    Rochester / Lee Road                    402,000      1,099,000       1,501,000       305,000
</TABLE>
                                      F-39

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  9/30/94    Houston / Bellaire                              -         623,000       1,157,000        138,000               -
  9/30/94    Austin / Lamar Blvd                             -         781,000       1,452,000        110,000               -
  9/30/94    Milwaukee / Lovers Lane Rd                      -         469,000         871,000        103,000               -
  9/30/94    Monterey / Del Rey Oaks                         -       1,093,000       1,897,000         83,000               -
  9/30/94    St. Petersburg / 66Th St.                       -         427,000         793,000        122,000               -
  9/30/94    Dayton Bch / N. Nova Road                       -         396,000         735,000         97,000               -
  9/30/94    Maple Shade / Route 38                          -         994,000       1,846,000        108,000               -
  9/30/94    Marlton / Route 73 N.                           -         938,000       1,742,000         62,000               -
  9/30/94    Naperville / E. Ogden Ave                       -         683,000       1,268,000         78,000               -
  9/30/94    Long Beach / South Street                       -       1,778,000       3,307,000        175,000               -
  9/30/94    Aloha / S.W. Shaw                               -         805,000       1,495,000        112,000               -
  9/30/94    Alexandria / S. Pickett                         -       1,550,000       2,879,000        156,000               -
  9/30/94    Houston / Highway 6 North                       -       1,120,000       2,083,000        201,000               -
  9/30/94    San Antonio/Nacogdoches Rd                      -         571,000       1,060,000         92,000               -
  9/30/94    San Ramon/San Ramon Valley                      -       1,530,000       2,840,000        322,000               -
  9/30/94    San Rafael / Merrydale Rd                       -       1,705,000       3,165,000        177,000               -
  9/30/94    San Antonio / Austin Hwy                        -         592,000       1,098,000        146,000               -
  9/30/94    Sharonville / E. Kemper                         -         574,000       1,070,000        111,000               -
  10/7/94    Alcoa / Airport Plaza Drive                     -         543,000       1,017,000        133,000               -
  10/13/94   Davie / State Road 84                           -         744,000       1,467,000        837,000               -
  10/13/94   Carrollton / Marsh Lane                         -         770,000       1,437,000      1,368,000               -
  10/31/94   Sherman Oaks / Van Nuys Blvd                    -       1,278,000       2,461,000        882,000               -
  12/19/94   Salt Lake City/West North Temple                -         490,000         917,000       (87,000)               -
  12/27/94   Knoxville / Chapman Highway                     -         753,000       1,411,000        309,000               -
  12/28/94   Milpitas / Watson                               -       1,575,000       2,925,000        165,000               -
  12/28/94   Las Vegas / Jones Blvd                          -       1,208,000       2,243,000        112,000               -
  12/28/94   Venice / Guthrie                                -         578,000       1,073,000         88,000               -
  12/30/94   Apple Valley / Foliage Ave                      -         910,000       1,695,000        139,000               -
   1/4/95    Chula Vista / Main Street                       -         735,000       1,802,000        141,000               -
   1/5/95    Pantego / West Park                             -         315,000         735,000        129,000               -
  1/12/95    Roswell / Alpharetta                            -         423,000         993,000        153,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                            Gross Carrying Amount
                                                            At December 31, 2000
    Date                                         --------------------------------------------   Accumulated
  Acquired                Description               Land          Buildings         Total       Depreciation
------------ ---------------------------------   -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  9/30/94    Houston / Bellaire                       534,000      1,384,000       1,918,000       377,000
  9/30/94    Austin / Lamar Blvd                      669,000      1,674,000       2,343,000       460,000
  9/30/94    Milwaukee / Lovers Lane Rd               402,000      1,041,000       1,443,000       301,000
  9/30/94    Monterey / Del Rey Oaks                  903,000      2,170,000       3,073,000       624,000
  9/30/94    St. Petersburg / 66Th St.                366,000        976,000       1,342,000       283,000
  9/30/94    Dayton Bch / N. Nova Road                339,000        889,000       1,228,000       260,000
  9/30/94    Maple Shade / Route 38                   852,000      2,096,000       2,948,000       564,000
  9/30/94    Marlton / Route 73 N.                    804,000      1,938,000       2,742,000       521,000
  9/30/94    Naperville / E. Ogden Ave                585,000      1,444,000       2,029,000       397,000
  9/30/94    Long Beach / South Street              1,524,000      3,736,000       5,260,000     1,015,000
  9/30/94    Aloha / S.W. Shaw                        690,000      1,722,000       2,412,000       471,000
  9/30/94    Alexandria / S. Pickett                1,329,000      3,256,000       4,585,000       857,000
  9/30/94    Houston / Highway 6 North                960,000      2,444,000       3,404,000       687,000
  9/30/94    San Antonio/Nacogdoches Rd               489,000      1,234,000       1,723,000       347,000
  9/30/94    San Ramon/San Ramon Valley             1,311,000      3,381,000       4,692,000       956,000
  9/30/94    San Rafael / Merrydale Rd              1,461,000      3,586,000       5,047,000       956,000
  9/30/94    San Antonio / Austin Hwy                 507,000      1,329,000       1,836,000       382,000
  9/30/94    Sharonville / E. Kemper                  492,000      1,263,000       1,755,000       350,000
  10/7/94    Alcoa / Airport Plaza Drive              465,000      1,228,000       1,693,000       386,000
  10/13/94   Davie / State Road 84                    638,000      2,410,000       3,048,000       634,000
  10/13/94   Carrollton / Marsh Lane                1,022,000      2,553,000       3,575,000       658,000
  10/31/94   Sherman Oaks / Van Nuys Blvd           1,423,000      3,198,000       4,621,000       905,000
  12/19/94   Salt Lake City/West North Temple         537,000        783,000       1,320,000       289,000
  12/27/94   Knoxville / Chapman Highway              645,000      1,828,000       2,473,000       537,000
  12/28/94   Milpitas / Watson                      1,350,000      3,315,000       4,665,000       859,000
  12/28/94   Las Vegas / Jones Blvd                 1,035,000      2,528,000       3,563,000       653,000
  12/28/94   Venice / Guthrie                         495,000      1,244,000       1,739,000       322,000
  12/30/94   Apple Valley / Foliage Ave               780,000      1,964,000       2,744,000       544,000
   1/4/95    Chula Vista / Main Street                735,000      1,943,000       2,678,000       599,000
   1/5/95    Pantego / West Park                      315,000        864,000       1,179,000       267,000
  1/12/95    Roswell / Alpharetta                     423,000      1,146,000       1,569,000       328,000
</TABLE>
                                      F-40

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  1/23/95    North Bergen / Tonne                            -       1,564,000       3,772,000        243,000               -
  1/23/95    San Leandro / Hesperian                         -         734,000       1,726,000         91,000               -
  1/24/95    Nashville / Elm Hill                            -         338,000         791,000        305,000               -
   2/3/95    Reno / S. Mccarron Blvd                         -       1,080,000       2,537,000        146,000               -
  2/15/95    Schiller Park                                   -       1,688,000       3,939,000        178,000               -
  2/15/95    Lansing                                         -       1,514,000       3,534,000         99,000               -
  2/15/95    Pleasanton                                      -       1,257,000       2,932,000         41,000               -
  2/15/95    LA/Sepulveda                                    -       1,453,000       3,390,000         93,000               -
  2/28/95    Decatur / Flat Shoal                            -         970,000       2,288,000        326,000               -
  2/28/95    Smyrna / S. Cobb                                -         663,000       1,559,000        189,000               -
  2/28/95    Downey / Bellflower                             -         916,000       2,158,000         81,000               -
  2/28/95    Vallejo / Lincoln                               -         445,000       1,052,000        115,000               -
  2/28/95    Lynnwood / 180th St                             -         516,000       1,205,000        153,000               -
  2/28/95    Kent / Pacific Hwy                              -         728,000       1,711,000        105,000               -
  2/28/95    Kirkland                                        -       1,254,000       2,932,000        168,000               -
  2/28/95    Federal Way/Pacific                             -         785,000       1,832,000        246,000               -
  2/28/95    Tampa / S. Dale                                 -         791,000       1,852,000        193,000               -
  2/28/95    Burlingame/Adrian Rd                            -       2,280,000       5,349,000        285,000               -
  2/28/95    Miami / Cloverleaf                              -         606,000       1,426,000        125,000               -
  2/28/95    Pinole / San Pablo                              -         639,000       1,502,000        197,000               -
  2/28/95    South Gate / Firesto                            -       1,442,000       3,449,000        245,000               -
  2/28/95    San Jose / Mabury                               -         892,000       2,088,000         66,000               -
  2/28/95    La Puente / Valley Blvd                         -         591,000       1,390,000        177,000               -
  2/28/95    San Jose / Capitol E                            -       1,215,000       2,852,000        128,000               -
  2/28/95    Milwaukie / 40th Street                         -         576,000       1,388,000         90,000               -
  2/28/95    Portland / N. Lombard                           -         812,000       1,900,000        174,000               -
  2/28/95    Miami / Biscayne                                -       1,313,000       3,076,000         91,000               -
  2/28/95    Chicago / Clark Street                          -         442,000       1,031,000        179,000               -
  2/28/95    Palatine / Dundee                               -         698,000       1,643,000        133,000               -
  2/28/95    Williamsville/Transit                           -         284,000         670,000        117,000               -
  2/28/95    Amherst / Sheridan                              -         484,000       1,151,000        112,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  1/23/95    North Bergen / Tonne                    1,564,000      4,015,000       5,579,000       951,000
  1/23/95    San Leandro / Hesperian                   734,000      1,817,000       2,551,000       452,000
  1/24/95    Nashville / Elm Hill                      338,000      1,096,000       1,434,000       398,000
   2/3/95    Reno / S. Mccarron Blvd                 1,080,000      2,683,000       3,763,000       686,000
  2/15/95    Schiller Park                           1,688,000      4,117,000       5,805,000       842,000
  2/15/95    Lansing                                 1,514,000      3,633,000       5,147,000       714,000
  2/15/95    Pleasanton                              1,257,000      2,973,000       4,230,000       581,000
  2/15/95    LA/Sepulveda                            1,453,000      3,483,000       4,936,000       682,000
  2/28/95    Decatur / Flat Shoal                      970,000      2,614,000       3,584,000       722,000
  2/28/95    Smyrna / S. Cobb                          663,000      1,748,000       2,411,000       467,000
  2/28/95    Downey / Bellflower                       916,000      2,239,000       3,155,000       562,000
  2/28/95    Vallejo / Lincoln                         445,000      1,167,000       1,612,000       326,000
  2/28/95    Lynnwood / 180th St                       516,000      1,358,000       1,874,000       390,000
  2/28/95    Kent / Pacific Hwy                        728,000      1,816,000       2,544,000       471,000
  2/28/95    Kirkland                                1,254,000      3,100,000       4,354,000       762,000
  2/28/95    Federal Way/Pacific                       785,000      2,078,000       2,863,000       589,000
  2/28/95    Tampa / S. Dale                           791,000      2,045,000       2,836,000       548,000
  2/28/95    Burlingame/Adrian Rd                    2,280,000      5,634,000       7,914,000     1,370,000
  2/28/95    Miami / Cloverleaf                        606,000      1,551,000       2,157,000       411,000
  2/28/95    Pinole / San Pablo                        639,000      1,699,000       2,338,000       468,000
  2/28/95    South Gate / Firesto                    1,442,000      3,694,000       5,136,000     1,018,000
  2/28/95    San Jose / Mabury                         892,000      2,154,000       3,046,000       523,000
  2/28/95    La Puente / Valley Blvd                   591,000      1,567,000       2,158,000       451,000
  2/28/95    San Jose / Capitol E                    1,215,000      2,980,000       4,195,000       742,000
  2/28/95    Milwaukie / 40th Street                   579,000      1,475,000       2,054,000       378,000
  2/28/95    Portland / N. Lombard                     812,000      2,074,000       2,886,000       504,000
  2/28/95    Miami / Biscayne                        1,313,000      3,167,000       4,480,000       788,000
  2/28/95    Chicago / Clark Street                    442,000      1,210,000       1,652,000       332,000
  2/28/95    Palatine / Dundee                         698,000      1,776,000       2,474,000       464,000
  2/28/95    Williamsville/Transit                     284,000        787,000       1,071,000       215,000
  2/28/95    Amherst / Sheridan                        484,000      1,263,000       1,747,000       343,000
</TABLE>
                                      F-41

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
   3/2/95    Everett / Highway 99                            -         859,000       2,022,000        206,000               -
   3/2/95    Burien / 1St Ave South                          -         763,000       1,783,000        226,000               -
   3/2/95    Kent / South 238th Street                       -         763,000       1,783,000        252,000               -
  3/31/95    Cheverly / Central Ave                          -         911,000       2,164,000        110,000               -
   5/1/95    Sandy / S. State Street                         -       1,043,000       2,442,000      (312,000)               -
   5/3/95    Largo / Ulmerton Roa                            -         263,000         654,000        105,000               -
   5/8/95    Fairfield/Western Street                        -         439,000       1,030,000         54,000               -
   5/8/95    Dallas / W. Mockingbird                         -       1,440,000       3,371,000         98,000               -
   5/8/95    East Point / Lakewood                           -         884,000       2,071,000        272,000               -
  5/25/95    Falls Church / Gallo                            -         350,000         835,000        186,000               -
  6/12/95    Baltimore / Old Waterloo                        -         769,000       1,850,000         76,000               -
  6/12/95    Pleasant Hill / Hookston                        -         766,000       1,848,000         74,000               -
  6/12/95    Mountain View/Old Middlefield                   -       2,095,000       4,913,000         66,000               -
  6/30/95    San Jose / Blossom Hill                         -       1,467,000       3,444,000        141,000               -
  6/30/95    Fairfield / Kings Highway                       -       1,811,000       4,273,000        179,000               -
  6/30/95    Pacoima / Paxton Street                 1,206,000         840,000       1,976,000         80,000               -
  6/30/95    Portland / Prescott                             -         647,000       1,509,000        148,000               -
  6/30/95    St. Petersburg                                  -         352,000         827,000        135,000               -
  6/30/95    Dallas / Audelia Road                           -       1,166,000       2,725,000        693,000               -
  6/30/95    Miami Gardens                                   -         823,000       1,929,000        109,000               -
  6/30/95    Grand Prairie / 19th                            -         566,000       1,329,000        101,000               -
  6/30/95    Joliet / Jefferson Street                       -         501,000       1,181,000        125,000               -
  6/30/95    Bridgeton / Pennridge                           -         283,000         661,000        144,000               -
  6/30/95    Portland / S.E.92nd                             -         638,000       1,497,000        137,000               -
  6/30/95    Houston / S.W. Freeway                          -         537,000       1,254,000        103,000               -
  6/30/95    Milwaukee / Brown                               -         358,000         849,000        106,000               -
  6/30/95    Orlando / W. Oak Ridge                          -         698,000       1,642,000        173,000               -
  6/30/95    Lauderhill / State Road                         -         644,000       1,508,000        112,000               -
  6/30/95    Orange Park /Blanding Blvd                      -         394,000         918,000        149,000               -
  6/30/95    St. Petersburg /Joe'S Creek                     -         704,000       1,642,000        117,000               -
  6/30/95    St. Louis / Page Service Drive                  -         531,000       1,241,000        134,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
   3/2/95    Everett / Highway 99                      859,000      2,228,000       3,087,000       620,000
   3/2/95    Burien / 1St Ave South                    763,000      2,009,000       2,772,000       607,000
   3/2/95    Kent / South 238th Street                 763,000      2,035,000       2,798,000       581,000
  3/31/95    Cheverly / Central Ave                    911,000      2,274,000       3,185,000       553,000
   5/1/95    Sandy / S. State Street                 1,077,000      2,096,000       3,173,000       644,000
   5/3/95    Largo / Ulmerton Roa                      263,000        759,000       1,022,000       257,000
   5/8/95    Fairfield/Western Street                  439,000      1,084,000       1,523,000       272,000
   5/8/95    Dallas / W. Mockingbird                 1,440,000      3,469,000       4,909,000       826,000
   5/8/95    East Point / Lakewood                     884,000      2,343,000       3,227,000       604,000
  5/25/95    Falls Church / Gallo                      350,000      1,021,000       1,371,000       324,000
  6/12/95    Baltimore / Old Waterloo                  769,000      1,926,000       2,695,000       459,000
  6/12/95    Pleasant Hill / Hookston                  766,000      1,922,000       2,688,000       472,000
  6/12/95    Mountain View/Old Middlefield           2,095,000      4,979,000       7,074,000     1,149,000
  6/30/95    San Jose / Blossom Hill                 1,467,000      3,585,000       5,052,000       834,000
  6/30/95    Fairfield / Kings Highway               1,811,000      4,452,000       6,263,000     1,073,000
  6/30/95    Pacoima / Paxton Street                   840,000      2,056,000       2,896,000       490,000
  6/30/95    Portland / Prescott                       647,000      1,657,000       2,304,000       406,000
  6/30/95    St. Petersburg                            352,000        962,000       1,314,000       259,000
  6/30/95    Dallas / Audelia Road                   1,166,000      3,418,000       4,584,000       913,000
  6/30/95    Miami Gardens                             823,000      2,038,000       2,861,000       491,000
  6/30/95    Grand Prairie / 19th                      566,000      1,430,000       1,996,000       363,000
  6/30/95    Joliet / Jefferson Street                 501,000      1,306,000       1,807,000       337,000
  6/30/95    Bridgeton / Pennridge                     283,000        805,000       1,088,000       211,000
  6/30/95    Portland / S.E.92nd                       638,000      1,634,000       2,272,000       407,000
  6/30/95    Houston / S.W. Freeway                    537,000      1,357,000       1,894,000       336,000
  6/30/95    Milwaukee / Brown                         358,000        955,000       1,313,000       258,000
  6/30/95    Orlando / W. Oak Ridge                    698,000      1,815,000       2,513,000       460,000
  6/30/95    Lauderhill / State Road                   644,000      1,620,000       2,264,000       395,000
  6/30/95    Orange Park /Blanding Blvd                394,000      1,067,000       1,461,000       270,000
  6/30/95    St. Petersburg /Joe'S Creek               704,000      1,759,000       2,463,000       428,000
  6/30/95    St. Louis / Page Service Drive            531,000      1,375,000       1,906,000       340,000
</TABLE>
                                      F-42

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  6/30/95    Independence /E. 42nd                           -         438,000       1,023,000        124,000               -
  6/30/95    Cherry Hill / Dobbs Lane                        -         716,000       1,676,000         70,000               -
  6/30/95    Edgewater Park / Route 130                      -         683,000       1,593,000         59,000               -
  6/30/95    Beaverton / S.W. 110                            -         572,000       1,342,000        119,000               -
  6/30/95    Markham / W. 159Th Place                        -         230,000         539,000         91,000               -
  6/30/95    Houston / N.W. Freeway                          -         447,000       1,066,000        109,000               -
  6/30/95    Portland / Gantenbein                           -         537,000       1,262,000        107,000               -
  6/30/95    Upper Chichester/Market St.                     -         569,000       1,329,000         85,000               -
  6/30/95    Fort Worth / Hwy 80                             -         379,000         891,000        105,000               -
  6/30/95    Greenfield/ S. 108th                            -         728,000       1,707,000        148,000               -
  6/30/95    Altamonte Springs                               -         566,000       1,326,000         90,000               -
  6/30/95    East Hazel Crest / Halsted                      -         483,000       1,127,000        136,000               -
  6/30/95    Seattle / Delridge Way                          -         760,000       1,779,000        129,000               -
  6/30/95    Elmhurst / Lake Frontage Rd                     -         748,000       1,758,000        118,000               -
  6/30/95    Los Angeles / Beverly Blvd                      -         787,000       1,886,000        267,000               -
  6/30/95    Lawrenceville / Brunswick                       -         841,000       1,961,000         79,000               -
  6/30/95    Richmond / Carlson                              -         865,000       2,025,000        171,000               -
  6/30/95    Liverpool / Oswego Road                         -         545,000       1,279,000        154,000               -
  6/30/95    Rochester / East Ave                            -         578,000       1,375,000        109,000               -
  6/30/95    Pasadena / E. Beltway                           -         757,000       1,767,000        100,000               -
  7/13/95    Tarzana / Burbank Blvd                          -       2,895,000       6,823,000        345,000               -
  7/31/95    Orlando / Lakehurst                       981,000         450,000       1,063,000        114,000               -
  7/31/95    Livermore / Portola                     1,317,000         921,000       2,157,000        147,000               -
  7/31/95    San Jose / Tully                        1,633,000         912,000       2,137,000        205,000               -
  7/31/95    Mission Bay                             4,052,000       1,617,000       3,785,000        348,000               -
  7/31/95    Las Vegas / Decatur                             -       1,147,000       2,697,000        190,000               -
  7/31/95    Pleasanton / Stanley                            -       1,624,000       3,811,000        148,000               -
  7/31/95    Castro Valley / Grove                           -         757,000       1,772,000         68,000               -
  7/31/95    Honolulu / Kaneohe                              -       1,215,000       2,846,000      1,996,000               -
  7/31/95    Chicago / Wabash Ave                            -         645,000       1,535,000        505,000               -
  7/31/95    Springfield / Parker                            -         765,000       1,834,000         95,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                            Gross Carrying Amount
                                                            At December 31, 2000
    Date                                          -------------------------------------------   Accumulated
  Acquired                Description               Land          Buildings         Total       Depreciation
------------ ---------------------------------    ------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  6/30/95    Independence /E. 42nd                    438,000      1,147,000       1,585,000       305,000
  6/30/95    Cherry Hill / Dobbs Lane                 716,000      1,746,000       2,462,000       399,000
  6/30/95    Edgewater Park / Route 130               683,000      1,652,000       2,335,000       384,000
  6/30/95    Beaverton / S.W. 110                     572,000      1,461,000       2,033,000       347,000
  6/30/95    Markham / W. 159Th Place                 230,000        630,000         860,000       175,000
  6/30/95    Houston / N.W. Freeway                   447,000      1,175,000       1,622,000       324,000
  6/30/95    Portland / Gantenbein                    537,000      1,369,000       1,906,000       330,000
  6/30/95    Upper Chichester/Market St.              569,000      1,414,000       1,983,000       337,000
  6/30/95    Fort Worth / Hwy 80                      379,000        996,000       1,375,000       255,000
  6/30/95    Greenfield/ S. 108th                     728,000      1,855,000       2,583,000       455,000
  6/30/95    Altamonte Springs                        566,000      1,416,000       1,982,000       338,000
  6/30/95    East Hazel Crest / Halsted               483,000      1,263,000       1,746,000       317,000
  6/30/95    Seattle / Delridge Way                   760,000      1,908,000       2,668,000       467,000
  6/30/95    Elmhurst / Lake Frontage Rd              748,000      1,876,000       2,624,000       448,000
  6/30/95    Los Angeles / Beverly Blvd               787,000      2,153,000       2,940,000       592,000
  6/30/95    Lawrenceville / Brunswick                841,000      2,040,000       2,881,000       478,000
  6/30/95    Richmond / Carlson                       865,000      2,196,000       3,061,000       534,000
  6/30/95    Liverpool / Oswego Road                  545,000      1,433,000       1,978,000       344,000
  6/30/95    Rochester / East Ave                     578,000      1,484,000       2,062,000       368,000
  6/30/95    Pasadena / E. Beltway                    757,000      1,867,000       2,624,000       441,000
  7/13/95    Tarzana / Burbank Blvd                 2,895,000      7,168,000      10,063,000     1,783,000
  7/31/95    Orlando / Lakehurst                      450,000      1,177,000       1,627,000       280,000
  7/31/95    Livermore / Portola                      921,000      2,304,000       3,225,000       551,000
  7/31/95    San Jose / Tully                         912,000      2,342,000       3,254,000       554,000
  7/31/95    Mission Bay                            1,617,000      4,133,000       5,750,000     1,078,000
  7/31/95    Las Vegas / Decatur                    1,147,000      2,887,000       4,034,000       682,000
  7/31/95    Pleasanton / Stanley                   1,624,000      3,959,000       5,583,000       906,000
  7/31/95    Castro Valley / Grove                    757,000      1,840,000       2,597,000       424,000
  7/31/95    Honolulu / Kaneohe                     2,133,000      3,924,000       6,057,000       761,000
  7/31/95    Chicago / Wabash Ave                     645,000      2,040,000       2,685,000       577,000
  7/31/95    Springfield / Parker                     765,000      1,929,000       2,694,000       466,000
</TABLE>
                                      F-43

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  7/31/95    Huntington Bch/Gotham                           -         765,000       1,808,000        149,000               -
  7/31/95    Tucker / Lawrenceville                          -         630,000       1,480,000        154,000               -
  7/31/95    Marietta / Canton Road                          -         600,000       1,423,000        175,000               -
  7/31/95    Wheeling / Hintz                                -         450,000       1,054,000         93,000               -
   8/1/95    Gresham / Division                              -         607,000       1,428,000         80,000               -
   8/1/95    Tucker / Lawrenceville                          -         600,000       1,405,000        231,000               -
   8/1/95    Decatur / Covington                             -         720,000       1,694,000        166,000               -
  8/11/95    Studio City/Ventura                             -       1,285,000       3,015,000         77,000               -
  8/12/95    Smyrna / Hargrove Road                          -       1,020,000       3,038,000        293,000               -
   9/1/95    Hayward / Mission Blvd                          -       1,020,000       2,383,000        104,000               -
   9/1/95    Park City / Belvider                            -         600,000       1,405,000         71,000               -
   9/1/95    New Castle/Dupont Parkway                       -         990,000       2,369,000         91,000               -
   9/1/95    Las Vegas / Rainbow                             -       1,050,000       2,459,000         87,000               -
   9/1/95    Mountain View / Reng                            -         945,000       2,216,000         88,000               -
   9/1/95    Venice / Cadillac                               -         930,000       2,182,000        161,000               -
   9/1/95    Simi Valley /Los Angeles                        -       1,590,000       3,724,000        140,000               -
   9/1/95    Spring Valley/Foreman                           -       1,095,000       2,572,000        104,000               -
   9/6/95    Darien / Frontage Road                          -         975,000       2,321,000         74,000               -
  9/30/95    Whittier                                        -         215,000         384,000         40,000         688,000
  9/30/95    Van Nuys/Balboa                                 -         295,000         657,000         78,000       1,192,000
  9/30/95    Huntington Beach                                -         176,000         321,000        120,000         725,000
  9/30/95    Monterey Park                             179,000         124,000         346,000         80,000         785,000
  9/30/95    Downey                                          -         191,000         317,000         99,000         817,000
  9/30/95    Del Amo                                         -         474,000         742,000         90,000         975,000
  9/30/95    Carson                                          -         375,000         735,000         78,000         445,000
  9/30/95    Van Nuys/Balboa Blvd                            -       1,920,000       4,504,000        271,000               -
  10/31/95   San Lorenzo /Hesperian                          -       1,590,000       3,716,000        173,000               -
  10/31/95   Chicago / W. 47th Street                        -         300,000         708,000        111,000               -
  10/31/95   Los Angeles / Eastern                           -         455,000       1,070,000        118,000               -
  11/15/95   Costa Mesa - B                                  -         522,000       1,218,000         55,000               -
  11/15/95   Plano / E. 14th                                 -         705,000       1,646,000         52,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  7/31/95    Huntington Bch/Gotham                     765,000      1,957,000       2,722,000       485,000
  7/31/95    Tucker / Lawrenceville                    630,000      1,634,000       2,264,000       419,000
  7/31/95    Marietta / Canton Road                    600,000      1,598,000       2,198,000       399,000
  7/31/95    Wheeling / Hintz                          450,000      1,147,000       1,597,000       283,000
   8/1/95    Gresham / Division                        607,000      1,508,000       2,115,000       358,000
   8/1/95    Tucker / Lawrenceville                    600,000      1,636,000       2,236,000       407,000
   8/1/95    Decatur / Covington                       720,000      1,860,000       2,580,000       463,000
  8/11/95    Studio City/Ventura                     1,285,000      3,092,000       4,377,000       716,000
  8/12/95    Smyrna / Hargrove Road                  1,020,000      3,331,000       4,351,000       730,000
   9/1/95    Hayward / Mission Blvd                  1,020,000      2,487,000       3,507,000       562,000
   9/1/95    Park City / Belvider                      600,000      1,476,000       2,076,000       339,000
   9/1/95    New Castle/Dupont Parkway                 990,000      2,460,000       3,450,000       557,000
   9/1/95    Las Vegas / Rainbow                     1,050,000      2,546,000       3,596,000       584,000
   9/1/95    Mountain View / Reng                      945,000      2,304,000       3,249,000       524,000
   9/1/95    Venice / Cadillac                         930,000      2,343,000       3,273,000       567,000
   9/1/95    Simi Valley /Los Angeles                1,590,000      3,864,000       5,454,000       891,000
   9/1/95    Spring Valley/Foreman                   1,095,000      2,676,000       3,771,000       603,000
   9/6/95    Darien / Frontage Road                    975,000      2,395,000       3,370,000       581,000
  9/30/95    Whittier                                  215,000      1,112,000       1,327,000       318,000
  9/30/95    Van Nuys/Balboa                           295,000      1,927,000       2,222,000       516,000
  9/30/95    Huntington Beach                          176,000      1,166,000       1,342,000       304,000
  9/30/95    Monterey Park                             124,000      1,211,000       1,335,000       342,000
  9/30/95    Downey                                    191,000      1,233,000       1,424,000       319,000
  9/30/95    Del Amo                                   474,000      1,807,000       2,281,000       600,000
  9/30/95    Carson                                    375,000      1,258,000       1,633,000       264,000
  9/30/95    Van Nuys/Balboa Blvd                    1,920,000      4,775,000       6,695,000       881,000
  10/31/95   San Lorenzo /Hesperian                  1,590,000      3,889,000       5,479,000       635,000
  10/31/95   Chicago / W. 47th Street                  300,000        819,000       1,119,000       166,000
  10/31/95   Los Angeles / Eastern                     455,000      1,188,000       1,643,000       227,000
  11/15/95   Costa Mesa - B                            522,000      1,273,000       1,795,000       267,000
  11/15/95   Plano / E. 14th                           705,000      1,698,000       2,403,000       346,000
</TABLE>
                                      F-44

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  11/15/95   Citrus Heights/Sunrise                          -         520,000       1,213,000        108,000               -
  11/15/95   Modesto/Briggsmore Ave                          -         470,000       1,097,000         77,000               -
  11/15/95   So San Francisco/Spruce                         -       1,905,000       4,444,000        260,000               -
  11/15/95   Pacheco/Buchanan Circle                         -       1,681,000       3,951,000        126,000               -
  11/16/95   Palm Beach Gardens                              -         657,000       1,540,000         90,000               -
  11/16/95   Delray Beach                                    -         600,000       1,407,000        136,000               -
   1/1/96    Bensenville/York R                              -         667,000       1,602,000         69,000         895,000
   1/1/96    Louisville/Preston                              -         211,000       1,060,000         49,000         594,000
   1/1/96    San Jose/Aborn Road                             -         615,000       1,342,000         77,000         759,000
   1/1/96    Englewood/Federal                               -         481,000       1,395,000         57,000         777,000
   1/1/96    W. Hollywood/Santa Monica                       -       3,415,000       4,577,000        188,000       2,552,000
   1/1/96    Orland Hills/W. 159th                           -         917,000       2,392,000        115,000       1,342,000
   1/1/96    Merrionette Park/S                              -         818,000       2,020,000         76,000       1,122,000
   1/1/96    Denver/S Quebec                                 -       1,849,000       1,941,000         86,000       1,086,000
   1/1/96    Tigard/S.W. Pacific                             -         633,000       1,206,000        112,000         705,000
   1/1/96    Coram/Middle Count                              -         507,000       1,421,000         58,000         792,000
   1/1/96    Houston/FM 1960                                 -         635,000       1,294,000        168,000         783,000
   1/1/96    Kent/Military Trail                             -         409,000       1,670,000        115,000         956,000
   1/1/96    Turnersville/Black H                            -         165,000       1,360,000         56,000         758,000
   1/1/96    Sewell/Rts. 553                                 -         323,000       1,138,000         89,000         658,000
   1/1/96    Maple Shade/Fellowship                          -         331,000       1,421,000         80,000         803,000
   1/1/96    Hyattsville/Kenilworth                          -         509,000       1,757,000        109,000       1,000,000
   1/1/96    Waterbury/Captain Ne                            -         434,000       2,089,000         81,000       1,162,000
   1/1/96    Bedford Hts/Miles                               -         835,000       1,577,000        157,000         929,000
   1/1/96    Livonia/Newburgh                                -         635,000       1,407,000         56,000         783,000
   1/1/96    Sunland/Sunland Blvd.                           -         631,000       1,965,000         71,000       1,090,000
   1/1/96    Des Moines                                      -         448,000       1,350,000         86,000         768,000
   1/1/96    Oxonhill/Indianhead                             -         772,000       2,017,000        113,000       1,141,000
   1/1/96    Sacramento/N. 16th                              -         582,000       2,610,000        129,000       1,466,000
   1/1/96    Houston/Westheimer                              -       1,508,000       2,274,000        162,000       1,304,000
   1/1/96    San Pablo/San Pablo                             -         565,000       1,232,000         99,000         713,000
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  11/15/95   Citrus Heights/Sunrise                    520,000      1,321,000       1,841,000       301,000
  11/15/95   Modesto/Briggsmore Ave                    470,000      1,174,000       1,644,000       260,000
  11/15/95   So San Francisco/Spruce                 1,905,000      4,704,000       6,609,000       957,000
  11/15/95   Pacheco/Buchanan Circle                 1,681,000      4,077,000       5,758,000       836,000
  11/16/95   Palm Beach Gardens                        657,000      1,630,000       2,287,000       392,000
  11/16/95   Delray Beach                              600,000      1,543,000       2,143,000       378,000
   1/1/96    Bensenville/York R                        667,000      2,566,000       3,233,000       453,000
   1/1/96    Louisville/Preston                        211,000      1,703,000       1,914,000       293,000
   1/1/96    San Jose/Aborn Road                       615,000      2,178,000       2,793,000       373,000
   1/1/96    Englewood/Federal                         481,000      2,229,000       2,710,000       405,000
   1/1/96    W. Hollywood/Santa Monica               3,415,000      7,317,000      10,732,000     1,215,000
   1/1/96    Orland Hills/W. 159th                     917,000      3,849,000       4,766,000       677,000
   1/1/96    Merrionette Park/S                        818,000      3,218,000       4,036,000       545,000
   1/1/96    Denver/S Quebec                         1,849,000      3,113,000       4,962,000       530,000
   1/1/96    Tigard/S.W. Pacific                       633,000      2,023,000       2,656,000       331,000
   1/1/96    Coram/Middle Count                        507,000      2,271,000       2,778,000       369,000
   1/1/96    Houston/FM 1960                           635,000      2,245,000       2,880,000       391,000
   1/1/96    Kent/Military Trail                       409,000      2,741,000       3,150,000       441,000
   1/1/96    Turnersville/Black H                      165,000      2,174,000       2,339,000       361,000
   1/1/96    Sewell/Rts. 553                           323,000      1,885,000       2,208,000       315,000
   1/1/96    Maple Shade/Fellowship                    331,000      2,304,000       2,635,000       362,000
   1/1/96    Hyattsville/Kenilworth                    509,000      2,866,000       3,375,000       443,000
   1/1/96    Waterbury/Captain Ne                      434,000      3,332,000       3,766,000       463,000
   1/1/96    Bedford Hts/Miles                         835,000      2,663,000       3,498,000       422,000
   1/1/96    Livonia/Newburgh                          635,000      2,246,000       2,881,000       362,000
   1/1/96    Sunland/Sunland Blvd.                     631,000      3,126,000       3,757,000       466,000
   1/1/96    Des Moines                                448,000      2,204,000       2,652,000       365,000
   1/1/96    Oxonhill/Indianhead                       772,000      3,271,000       4,043,000       500,000
   1/1/96    Sacramento/N. 16th                        582,000      4,205,000       4,787,000       558,000
   1/1/96    Houston/Westheimer                      1,508,000      3,740,000       5,248,000       601,000
   1/1/96    San Pablo/San Pablo                       565,000      2,044,000       2,609,000       318,000
</TABLE>

                                      F-45

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
   1/1/96    Bowie/Woodcliff                                 -         718,000       2,336,000         77,000       1,292,000
   1/1/96    Milwaukee/S. 84th                               -         444,000       1,868,000        170,000       1,091,000
   1/1/96    Clinton/Malcolm Road                            -         593,000       2,123,000         94,000       1,187,000
   1/3/96    San Gabriel                                     -       1,005,000       2,345,000        198,000               -
   1/5/96    San Francisco, Second St.                       -       2,880,000       6,814,000        161,000               -
  1/12/96    San Antonio, TX                                 -         912,000       2,170,000         58,000               -
  2/29/96    Naples, FL/Old US 41                            -         849,000       2,016,000         99,000               -
  2/29/96    Lake Worth, FL/S. Military Tr.                  -       1,782,000       4,723,000        120,000               -
  2/29/96    Brandon, FL/W Brandon Blvd.                     -       1,928,000       4,523,000        847,000               -
  2/29/96    Coral Springs FL/W Sample Rd.                   -       3,480,000       8,148,000        132,000               -
  2/29/96    Delray Beach FL/S Military Tr                   -         941,000       2,222,000        145,000               -
  2/29/96    Jupiter FL/Military Trail                       -       2,280,000       5,347,000        108,000               -
  2/29/96    Lakeworth FL/Lake Worth Rd                      -         737,000       1,742,000        119,000               -
  2/29/96    New Port Richey FL/State rd 54                  -         857,000       2,025,000        107,000               -
  2/29/96    Pompano Beach FL/ W Copans                      -       1,601,000       3,756,000        170,000               -
  2/29/96    Sanford FL/S Orlando Dr                         -         734,000       1,749,000      1,817,000               -
   3/8/96    Atlanta/Roswell                                 -         898,000       3,649,000         73,000               -
  3/31/96    Oakland, CA                                     -       1,065,000       2,764,000        183,000               -
  3/31/96    Saratoga, CA                                    -       2,339,000       6,081,000        104,000               -
  3/31/96    Randallstown, MD                                -       1,359,000       3,527,000        147,000               -
  3/31/96    Plano, TX                                       -         650,000       1,682,000        102,000               -
  3/31/96    Houston, TX                                     -         543,000       1,402,000         83,000               -
  3/31/96    Irvine, CA                                      -       1,920,000       4,975,000        378,000               -
  3/31/96    Milwaukee, WI                                   -         542,000       1,402,000         92,000               -
  3/31/96    Carrollton, TX                                  -         578,000       1,495,000         79,000               -
  3/31/96    Torrance, CA                                    -       1,415,000       3,675,000         94,000               -
  3/31/96    Jacksonville, FL                                -         713,000       1,845,000        112,000               -
  3/31/96    Dallas, TX                                      -         315,000         810,000         71,000               -
  3/31/96    Houston, TX                                     -         669,000       1,724,000        269,000               -
  3/31/96    Baltimore, MD                                   -         842,000       2,180,000         91,000               -
  3/31/96    New Haven, CT                                   -         740,000       1,907,000      (280,000)               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
   1/1/96    Bowie/Woodcliff                           718,000      3,705,000       4,423,000       522,000
   1/1/96    Milwaukee/S. 84th                         444,000      3,129,000       3,573,000       448,000
   1/1/96    Clinton/Malcolm Road                      593,000      3,404,000       3,997,000       466,000
   1/3/96    San Gabriel                             1,005,000      2,543,000       3,548,000       596,000
   1/5/96    San Francisco, Second St.               2,880,000      6,975,000       9,855,000     1,424,000
  1/12/96    San Antonio, TX                           912,000      2,228,000       3,140,000       475,000
  2/29/96    Naples, FL/Old US 41                      849,000      2,115,000       2,964,000       438,000
  2/29/96    Lake Worth, FL/S. Military Tr.          1,782,000      4,843,000       6,625,000       981,000
  2/29/96    Brandon, FL/W Brandon Blvd.             1,928,000      5,370,000       7,298,000     1,390,000
  2/29/96    Coral Springs FL/W Sample Rd.           3,480,000      8,280,000      11,760,000     1,652,000
  2/29/96    Delray Beach FL/S Military Tr             941,000      2,367,000       3,308,000       533,000
  2/29/96    Jupiter FL/Military Trail               2,280,000      5,455,000       7,735,000     1,075,000
  2/29/96    Lakeworth FL/Lake Worth Rd                737,000      1,861,000       2,598,000       416,000
  2/29/96    New Port Richey FL/State rd 54            857,000      2,132,000       2,989,000       459,000
  2/29/96    Pompano Beach FL/ W Copans              1,601,000      3,926,000       5,527,000       822,000
  2/29/96    Sanford FL/S Orlando Dr                   975,000      3,325,000       4,300,000       659,000
   3/8/96    Atlanta/Roswell                           898,000      3,722,000       4,620,000       736,000
  3/31/96    Oakland, CA                             1,065,000      2,947,000       4,012,000       611,000
  3/31/96    Saratoga, CA                            2,339,000      6,185,000       8,524,000     1,199,000
  3/31/96    Randallstown, MD                        1,359,000      3,674,000       5,033,000       735,000
  3/31/96    Plano, TX                                 650,000      1,784,000       2,434,000       376,000
  3/31/96    Houston, TX                               543,000      1,485,000       2,028,000       308,000
  3/31/96    Irvine, CA                              1,920,000      5,353,000       7,273,000     1,078,000
  3/31/96    Milwaukee, WI                             542,000      1,494,000       2,036,000       307,000
  3/31/96    Carrollton, TX                            578,000      1,574,000       2,152,000       321,000
  3/31/96    Torrance, CA                            1,415,000      3,769,000       5,184,000       758,000
  3/31/96    Jacksonville, FL                          713,000      1,957,000       2,670,000       404,000
  3/31/96    Dallas, TX                                315,000        881,000       1,196,000       196,000
  3/31/96    Houston, TX                               669,000      1,993,000       2,662,000       461,000
  3/31/96    Baltimore, MD                             842,000      2,271,000       3,113,000       455,000
  3/31/96    New Haven, CT                             668,000      1,699,000       2,367,000       350,000
</TABLE>

                                      F-46

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
   4/1/96    Chicago/Pulaski                                 -         764,000       1,869,000        118,000               -
   4/1/96    Las Vegas/Desert Inn                            -       1,115,000       2,729,000         92,000               -
   4/1/96    Torrance/Crenshaw                               -         916,000       2,243,000         63,000               -
   4/1/96    Weymouth, WA state                              -         485,000       1,187,000         94,000               -
   4/1/96    St. Louis/Barrett Station Road                  -         630,000       1,542,000         94,000               -
   4/1/96    Rockville/Randolph                              -       1,153,000       2,823,000         92,000               -
   4/1/96    Simi Valley/East Street                         -         970,000       2,374,000         51,000               -
   4/1/96    Houston/Westheimer                              -       1,390,000       3,402,000        870,000               -
   4/3/96    Naples, FL                                      -       1,187,000       2,809,000        182,000               -
  6/26/96    Boca Raton FL                                   -       3,180,000       7,468,000        687,000               -
  6/28/96    Venice FL                                       -         669,000       1,575,000        111,000               -
  6/30/96    Las Vegas, NV                                   -         921,000       2,155,000        112,000               -
  6/30/96    Bedford Park, IL                                -         606,000       1,419,000        126,000               -
  6/30/96    Los Angeles, CA                                 -         692,000       1,616,000         81,000               -
  6/30/96    Silver Spring, MD                               -       1,513,000       3,535,000        160,000               -
  6/30/96    Newark, CA                                      -       1,051,000       2,458,000         72,000               -
  6/30/96    Brooklyn, NY                                    -         783,000       1,830,000        301,000               -
   7/2/96    Glen Burnie/Furnace Br Rd                       -       1,755,000       4,150,000         94,000               -
  7/22/96    Lakewood/W Hampton                              -         717,000       2,092,000         52,000               -
  8/13/96    Norcross/Holcomb Bridge Rd                      -         955,000       3,117,000         80,000               -
   9/5/96    Spring Valley/S Pascack rd                      -       1,260,000       2,966,000        188,000               -
  9/16/96    Dallas/Royal Lane                               -       1,008,000       2,426,000        109,000               -
  9/16/96    Colorado Springs/Tomah Drive                    -         731,000       1,759,000         81,000               -
  9/16/96    Lewisville/S. Stemmons                          -         603,000       1,451,000        102,000               -
  9/16/96    Las Vegas/Boulder Hwy.                          -         947,000       2,279,000        100,000               -
  9/16/96    Sarasota/S. Tamiami Trail                       -         584,000       1,407,000         77,000               -
  9/16/96    Willow Grove/Maryland Road                      -         673,000       1,620,000         55,000               -
  9/16/96    Houston/W. Montgomery Rd.                       -         524,000       1,261,000        109,000               -
  9/16/96    Denver/W. Hampden                               -       1,084,000       2,609,000         70,000               -
  9/16/96    Littleton/Southpark Way                         -         922,000       2,221,000        158,000               -
  9/16/96    Petaluma/Baywood Drive                          -         861,000       2,074,000        100,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                            Gross Carrying Amount
                                                            At December 31, 2000
    Date                                          -------------------------------------------   Accumulated
  Acquired                Description               Land          Buildings         Total       Depreciation
------------ ---------------------------------    ------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
   4/1/96    Chicago/Pulaski                          764,000      1,987,000       2,751,000       337,000
   4/1/96    Las Vegas/Desert Inn                   1,115,000      2,821,000       3,936,000       503,000
   4/1/96    Torrance/Crenshaw                        916,000      2,306,000       3,222,000       378,000
   4/1/96    Weymouth, WA state                       485,000      1,281,000       1,766,000       156,000
   4/1/96    St. Louis/Barrett Station Road           630,000      1,636,000       2,266,000       254,000
   4/1/96    Rockville/Randolph                     1,153,000      2,915,000       4,068,000       465,000
   4/1/96    Simi Valley/East Street                  970,000      2,425,000       3,395,000       396,000
   4/1/96    Houston/Westheimer                     1,390,000      4,272,000       5,662,000     1,016,000
   4/3/96    Naples, FL                             1,187,000      2,991,000       4,178,000       634,000
  6/26/96    Boca Raton FL                          3,180,000      8,155,000      11,335,000     1,565,000
  6/28/96    Venice FL                                669,000      1,686,000       2,355,000       361,000
  6/30/96    Las Vegas, NV                            921,000      2,267,000       3,188,000       461,000
  6/30/96    Bedford Park, IL                         606,000      1,545,000       2,151,000       330,000
  6/30/96    Los Angeles, CA                          692,000      1,697,000       2,389,000       332,000
  6/30/96    Silver Spring, MD                      1,513,000      3,695,000       5,208,000       709,000
  6/30/96    Newark, CA                             1,051,000      2,530,000       3,581,000       476,000
  6/30/96    Brooklyn, NY                             783,000      2,131,000       2,914,000       445,000
   7/2/96    Glen Burnie/Furnace Br Rd              1,755,000      4,244,000       5,999,000       795,000
  7/22/96    Lakewood/W Hampton                       716,000      2,145,000       2,861,000       398,000
  8/13/96    Norcross/Holcomb Bridge Rd               955,000      3,197,000       4,152,000       575,000
   9/5/96    Spring Valley/S Pascack rd             1,260,000      3,154,000       4,414,000       619,000
  9/16/96    Dallas/Royal Lane                      1,008,000      2,535,000       3,543,000       455,000
  9/16/96    Colorado Springs/Tomah Drive             731,000      1,840,000       2,571,000       334,000
  9/16/96    Lewisville/S. Stemmons                   603,000      1,553,000       2,156,000       287,000
  9/16/96    Las Vegas/Boulder Hwy.                   947,000      2,379,000       3,326,000       427,000
  9/16/96    Sarasota/S. Tamiami Trail                584,000      1,484,000       2,068,000       272,000
  9/16/96    Willow Grove/Maryland Road               673,000      1,675,000       2,348,000       299,000
  9/16/96    Houston/W. Montgomery Rd.                524,000      1,370,000       1,894,000       257,000
  9/16/96    Denver/W. Hampden                      1,084,000      2,679,000       3,763,000       471,000
  9/16/96    Littleton/Southpark Way                  922,000      2,379,000       3,301,000       405,000
  9/16/96    Petaluma/Baywood Drive                   861,000      2,174,000       3,035,000       380,000
</TABLE>

                                      F-47

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  9/16/96    Canoga Park/Sherman Way                         -       1,543,000       3,716,000         88,000               -
  9/16/96    Jacksonville/South Lane Ave.                    -         554,000       1,334,000        120,000               -
  9/16/96    Newport News/Warwick Blvd.                      -         575,000       1,385,000         87,000               -
  9/16/96    Greenbrook/Route 22                             -       1,227,000       2,954,000        117,000               -
  9/16/96    Monsey/Route 59                                 -       1,068,000       2,572,000         69,000               -
  9/16/96    Santa Rosa/Santa Rosa Ave.                      -         575,000       1,385,000         58,000               -
  9/16/96    Fort Worth/Brentwood Stair                      -         823,000       2,016,000        103,000               -
  9/16/96    Glendale/San Fernando Road                      -       2,500,000       6,124,000         67,000               -
  9/16/96    Houston/Harwin                                  -         549,000       1,344,000         93,000               -
  9/16/96    Irvine/Cowan Street                             -       1,890,000       4,631,000        117,000               -
  9/16/96    Fairfield/Dixie Highway                         -         427,000       1,046,000         41,000               -
  9/16/96    Mesa/Country Club Drive                         -         701,000       1,718,000         86,000               -
  9/16/96    San Francisco/Geary Blvd.                       -       2,957,000       7,244,000        128,000               -
  9/16/96    Houston/Gulf Freeway                            -         701,000       1,718,000         96,000               -
  9/16/96    Las Vegas/S. Decatur Blvd.                      -       1,037,000       2,539,000         81,000               -
  9/16/96    Tempe/McKellips Road                            -         823,000       1,972,000        157,000               -
  9/16/96    Richland Hills/Airport Fwy.                     -         473,000       1,158,000        116,000               -
  10/11/96   Virginia Beach/Southern Blvd                    -         282,000         610,000        182,000               -
  10/11/96   Chesapeake/Military Hwy                         -         912,000       1,974,000        272,000               -
  10/11/96   Hampton/Pembroke Road                           -       1,080,000       2,346,000      (288,000)               -
  10/11/96   Norfolk/Widgeon Road                            -       1,110,000       2,405,000      (386,000)               -
  10/11/96   Richmond/Bloom Lane                             -       1,188,000       2,512,000      (248,000)               -
  10/11/96   Richmond/Midlothian Park                        -         762,000       1,588,000        352,000               -
  10/11/96   Roanoke/Peters Creek Road                       -         819,000       1,776,000        185,000               -
  10/11/96   Orlando/E Oakridge Rd                           -         927,000       2,020,000        142,000               -
  10/11/96   Orlando/South Hwy 17-92                         -       1,170,000       2,549,000        149,000               -
  10/25/96   Austin/Renelli                                  -       1,710,000       3,990,000        151,000               -
  10/25/96   Austin/Santiago                                 -         900,000       2,100,000        127,000               -
  10/25/96   Dallas/East N.W. Highway                        -         698,000       1,628,000        107,000               -
  10/25/96   Dallas/Denton Drive                             -         900,000       2,100,000        114,000               -
  10/25/96   Houston/Hempstead                               -         518,000       1,207,000        157,000               -
  10/25/96   Pasadena/So. Shaver                             -         420,000         980,000         94,000               -
  10/31/96   Houston/Joel Wheaton Rd                         -         465,000       1,085,000        135,000               -
</TABLE>

<TABLE>
<CAPTION>
                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  9/16/96    Canoga Park/Sherman Way                 1,543,000      3,804,000       5,347,000       658,000
  9/16/96    Jacksonville/South Lane Ave.              554,000      1,454,000       2,008,000       288,000
  9/16/96    Newport News/Warwick Blvd.                575,000      1,472,000       2,047,000       270,000
  9/16/96    Greenbrook/Route 22                     1,227,000      3,071,000       4,298,000       544,000
  9/16/96    Monsey/Route 59                         1,068,000      2,641,000       3,709,000       456,000
  9/16/96    Santa Rosa/Santa Rosa Ave.                575,000      1,443,000       2,018,000       252,000
  9/16/96    Fort Worth/Brentwood Stair                823,000      2,119,000       2,942,000       390,000
  9/16/96    Glendale/San Fernando Road              2,500,000      6,191,000       8,691,000     1,051,000
  9/16/96    Houston/Harwin                            549,000      1,437,000       1,986,000       273,000
  9/16/96    Irvine/Cowan Street                     1,890,000      4,748,000       6,638,000       828,000
  9/16/96    Fairfield/Dixie Highway                   427,000      1,087,000       1,514,000       193,000
  9/16/96    Mesa/Country Club Drive                   701,000      1,804,000       2,505,000       319,000
  9/16/96    San Francisco/Geary Blvd.               2,957,000      7,372,000      10,329,000     1,262,000
  9/16/96    Houston/Gulf Freeway                      701,000      1,814,000       2,515,000       337,000
  9/16/96    Las Vegas/S. Decatur Blvd.              1,037,000      2,620,000       3,657,000       468,000
  9/16/96    Tempe/McKellips Road                      823,000      2,129,000       2,952,000       383,000
  9/16/96    Richland Hills/Airport Fwy.               473,000      1,274,000       1,747,000       251,000
  10/11/96   Virginia Beach/Southern Blvd              282,000        792,000       1,074,000       203,000
  10/11/96   Chesapeake/Military Hwy                   912,000      2,246,000       3,158,000       476,000
  10/11/96   Hampton/Pembroke Road                   1,115,000      2,023,000       3,138,000       496,000
  10/11/96   Norfolk/Widgeon Road                    1,146,000      1,983,000       3,129,000       479,000
  10/11/96   Richmond/Bloom Lane                     1,227,000      2,225,000       3,452,000       480,000
  10/11/96   Richmond/Midlothian Park                  762,000      1,940,000       2,702,000       486,000
  10/11/96   Roanoke/Peters Creek Road                 819,000      1,961,000       2,780,000       391,000
  10/11/96   Orlando/E Oakridge Rd                     927,000      2,162,000       3,089,000       409,000
  10/11/96   Orlando/South Hwy 17-92                 1,170,000      2,698,000       3,868,000       498,000
  10/25/96   Austin/Renelli                          1,710,000      4,141,000       5,851,000       758,000
  10/25/96   Austin/Santiago                           900,000      2,227,000       3,127,000       425,000
  10/25/96   Dallas/East N.W. Highway                  698,000      1,735,000       2,433,000       319,000
  10/25/96   Dallas/Denton Drive                       900,000      2,214,000       3,114,000       409,000
  10/25/96   Houston/Hempstead                         518,000      1,364,000       1,882,000       295,000
  10/25/96   Pasadena/So. Shaver                       420,000      1,074,000       1,494,000       210,000
  10/31/96   Houston/Joel Wheaton Rd                   465,000      1,220,000       1,685,000       234,000
</TABLE>

                                      F-48

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  10/31/96   Mt Holly/541 Bypass                             -         360,000         840,000        104,000               -
  11/13/96   Town East/Mesquite                              -         330,000         770,000         97,000               -
  11/14/96   Bossier City LA                                 -         633,000       1,488,000      (179,000)               -
  12/5/96    Lake Forest/Bake Parkway                        -         971,000       2,173,000        556,000               -
  12/16/96   Cherry Hill/Old Cuthbert                        -         645,000       1,505,000        189,000               -
  12/16/96   Oklahoma City/SW 74th Exprw.                    -         375,000         875,000         86,000               -
  12/16/96   Oklahoma City/S Santa Fe                        -         360,000         840,000        113,000               -
  12/16/96   Oklahoma City/S. May                            -         360,000         840,000        109,000               -
  12/16/96   Arlington/S. Watson Rd.                         -         930,000       2,170,000        355,000               -
  12/16/96   Richardson/E. Arapaho                           -       1,290,000       3,010,000        174,000               -
  12/23/96   Upper Darby/Lansdowne                           -         899,000       2,272,000         88,000               -
  12/23/96   Plymouth Meeting /Chemical                      -       1,109,000       2,802,000         83,000               -
  12/23/96   Philadelphia/Byberry                            -       1,019,000       2,575,000         83,000               -
  12/23/96   Ft. Lauderdale/State Road                       -       1,199,000       3,030,000        111,000               -
  12/23/96   Englewood/Costilla                              -       1,739,000       4,393,000         70,000               -
  12/23/96   Lilburn/Beaver Ruin Road                        -         600,000       1,515,000         99,000               -
  12/23/96   Carmichael/Fair Oaks                            -         809,000       2,045,000        135,000               -
  12/23/96   Portland/Division Street                        -         989,000       2,499,000        101,000               -
  12/23/96   Napa/Industrial                                 -         660,000       1,666,000         94,000               -
  12/23/96   Wheatridge/W. 44th Avenue                       -       1,439,000       3,636,000         76,000               -
  12/23/96   Las Vegas/Charleston                            -       1,049,000       2,651,000         66,000               -
  12/23/96   Las Vegas/South Arvill                          -         929,000       2,348,000         58,000               -
  12/23/96   Los Angeles/Santa Monica                        -       3,328,000       8,407,000        119,000               -
  12/23/96   Warren/Schoenherr Rd.                           -         749,000       1,894,000         82,000               -
  12/23/96   Portland/N.E. 71st Avenue                       -         869,000       2,196,000        139,000               -
  12/23/96   Seattle/Pacific Hwy. South                      -         689,000       1,742,000        155,000               -
  12/23/96   Broadview/S. 25th Avenue                        -       1,289,000       3,257,000        123,000               -
  12/23/96   Winter Springs/W. St. Rte 434                   -         689,000       1,742,000         79,000               -
  12/23/96   Tampa/15th Street                               -         420,000       1,060,000        140,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  10/31/96   Mt Holly/541 Bypass                       360,000        944,000       1,304,000       174,000
  11/13/96   Town East/Mesquite                        330,000        867,000       1,197,000       166,000
  11/14/96   Bossier City LA                           654,000      1,288,000       1,942,000       254,000
  12/5/96    Lake Forest/Bake Parkway                  973,000      2,727,000       3,700,000       374,000
  12/16/96   Cherry Hill/Old Cuthbert                  645,000      1,694,000       2,339,000       313,000
  12/16/96   Oklahoma City/SW 74th Exprw.              375,000        961,000       1,336,000       184,000
  12/16/96   Oklahoma City/S Santa Fe                  360,000        953,000       1,313,000       183,000
  12/16/96   Oklahoma City/S. May                      360,000        949,000       1,309,000       185,000
  12/16/96   Arlington/S. Watson Rd.                   930,000      2,525,000       3,455,000       489,000
  12/16/96   Richardson/E. Arapaho                   1,290,000      3,184,000       4,474,000       561,000
  12/23/96   Upper Darby/Lansdowne                     899,000      2,360,000       3,259,000       406,000
  12/23/96   Plymouth Meeting /Chemical              1,109,000      2,885,000       3,994,000       193,000
  12/23/96   Philadelphia/Byberry                    1,019,000      2,658,000       3,677,000       463,000
  12/23/96   Ft. Lauderdale/State Road               1,199,000      3,141,000       4,340,000       541,000
  12/23/96   Englewood/Costilla                      1,739,000      4,463,000       6,202,000       745,000
  12/23/96   Lilburn/Beaver Ruin Road                  600,000      1,614,000       2,214,000       274,000
  12/23/96   Carmichael/Fair Oaks                      809,000      2,180,000       2,989,000       374,000
  12/23/96   Portland/Division Street                  989,000      2,600,000       3,589,000       446,000
  12/23/96   Napa/Industrial                           660,000      1,760,000       2,420,000       319,000
  12/23/96   Wheatridge/W. 44th Avenue               1,439,000      3,712,000       5,151,000       618,000
  12/23/96   Las Vegas/Charleston                    1,049,000      2,717,000       3,766,000       461,000
  12/23/96   Las Vegas/South Arvill                    929,000      2,406,000       3,335,000       414,000
  12/23/96   Los Angeles/Santa Monica                3,328,000      8,526,000      11,854,000     1,427,000
  12/23/96   Warren/Schoenherr Rd.                     749,000      1,976,000       2,725,000       345,000
  12/23/96   Portland/N.E. 71st Avenue                 869,000      2,335,000       3,204,000       415,000
  12/23/96   Seattle/Pacific Hwy. South                689,000      1,897,000       2,586,000       333,000
  12/23/96   Broadview/S. 25th Avenue                1,289,000      3,380,000       4,669,000       578,000
  12/23/96   Winter Springs/W. St. Rte 434             689,000      1,821,000       2,510,000       323,000
  12/23/96   Tampa/15th Street                         420,000      1,200,000       1,620,000       227,000
</TABLE>

                                      F-49

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  12/23/96   Pompano Beach/S. Dixie Hwy.                     -         930,000       2,292,000        194,000               -
  12/23/96   Overland Park/Mastin                            -         990,000       2,440,000         71,000               -
  12/23/96   Auburn/R Street                                 -         690,000       1,700,000        119,000               -
  12/23/96   Federal Heights/W. 48th Ave.                    -         720,000       1,774,000         49,000               -
  12/23/96   Decatur/Covington                               -         930,000       2,292,000        107,000               -
  12/23/96   Forest Park/Jonesboro Rd.                       -         540,000       1,331,000        104,000               -
  12/23/96   Mangonia Park/Australian Ave.                   -         840,000       2,070,000         97,000               -
  12/23/96   Whittier/Colima                                 -         540,000       1,331,000         66,000               -
  12/23/96   Kent/Pacific Hwy South                          -         930,000       2,292,000        115,000               -
  12/23/96   Topeka/8th Street                               -         150,000         370,000         93,000               -
  12/23/96   Denver East Evans                               -       1,740,000       4,288,000        101,000               -
  12/23/96   Pittsburgh/California Ave.                      -         630,000       1,552,000         86,000               -
  12/23/96   Ft. Lauderdale/Powerline                        -         660,000       1,626,000        132,000               -
  12/23/96   Philadelphia/Oxford                             -         900,000       2,218,000         84,000               -
  12/23/96   Dallas/Lemmon Ave.                              -       1,710,000       4,214,000        104,000               -
  12/23/96   Eagle Rock/Colorado                             -         330,000         813,000        380,000               -
  12/23/96   Alsip/115th Street                              -         750,000       1,848,000        108,000               -
  12/23/96   Green Acres/Jog Road                            -         600,000       1,479,000         84,000               -
  12/23/96   Pompano Beach/Sample Road                       -       1,320,000       3,253,000        100,000               -
  12/23/96   Wyndmoor/Ivy Hill                               -       2,160,000       5,323,000        113,000               -
  12/23/96   W. Palm Beach/Belvedere                         -         960,000       2,366,000        111,000               -
  12/23/96   Renton  174th St.                               -         960,000       2,366,000         96,000               -
  12/23/96   Sacramento/Northgate                            -       1,021,000       2,647,000         98,000               -
  12/23/96   Phoenix/19th Avenue                             -         991,000       2,569,000         96,000               -
  12/23/96   Bedford Park/Cicero                             -       1,321,000       3,426,000        136,000               -
  12/23/96   Lake Worth/Lk Worth                             -       1,111,000       2,880,000         97,000               -
  12/23/96   Arlington/Algonquin                             -         991,000       2,569,000        191,000               -
  12/23/96   Seattle/15th Avenue NE                          -         781,000       2,024,000         97,000               -
  12/23/96   Southington/Spring                              -         811,000       2,102,000         89,000               -
  12/23/96   Clifton/Broad Street                            -       1,411,000       3,659,000         81,000               -
  12/23/96   Hillside/Glenwood                               -         563,000       4,051,000        144,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                            Gross Carrying Amount
                                                            At December 31, 2000
    Date                                          -------------------------------------------   Accumulated
  Acquired                Description               Land          Buildings         Total       Depreciation
------------ ---------------------------------    ------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  12/23/96   Pompano Beach/S. Dixie Hwy.              930,000      2,486,000       3,416,000       456,000
  12/23/96   Overland Park/Mastin                     990,000      2,511,000       3,501,000       428,000
  12/23/96   Auburn/R Street                          690,000      1,819,000       2,509,000       329,000
  12/23/96   Federal Heights/W. 48th Ave.             720,000      1,823,000       2,543,000       306,000
  12/23/96   Decatur/Covington                        930,000      2,399,000       3,329,000       408,000
  12/23/96   Forest Park/Jonesboro Rd.                540,000      1,435,000       1,975,000       270,000
  12/23/96   Mangonia Park/Australian Ave.            840,000      2,167,000       3,007,000       379,000
  12/23/96   Whittier/Colima                          540,000      1,397,000       1,937,000       249,000
  12/23/96   Kent/Pacific Hwy South                   930,000      2,407,000       3,337,000       424,000
  12/23/96   Topeka/8th Street                        150,000        463,000         613,000       103,000
  12/23/96   Denver East Evans                      1,740,000      4,389,000       6,129,000       750,000
  12/23/96   Pittsburgh/California Ave.               630,000      1,638,000       2,268,000       296,000
  12/23/96   Ft. Lauderdale/Powerline                 660,000      1,758,000       2,418,000       333,000
  12/23/96   Philadelphia/Oxford                      900,000      2,302,000       3,202,000       394,000
  12/23/96   Dallas/Lemmon Ave.                     1,710,000      4,318,000       6,028,000       735,000
  12/23/96   Eagle Rock/Colorado                      341,000      1,182,000       1,523,000       141,000
  12/23/96   Alsip/115th Street                       750,000      1,956,000       2,706,000       368,000
  12/23/96   Green Acres/Jog Road                     600,000      1,563,000       2,163,000       275,000
  12/23/96   Pompano Beach/Sample Road              1,320,000      3,353,000       4,673,000       581,000
  12/23/96   Wyndmoor/Ivy Hill                      2,160,000      5,436,000       7,596,000       910,000
  12/23/96   W. Palm Beach/Belvedere                  960,000      2,477,000       3,437,000       435,000
  12/23/96   Renton  174th St.                        960,000      2,462,000       3,422,000       427,000
  12/23/96   Sacramento/Northgate                   1,021,000      2,745,000       3,766,000       475,000
  12/23/96   Phoenix/19th Avenue                      991,000      2,665,000       3,656,000       447,000
  12/23/96   Bedford Park/Cicero                    1,321,000      3,562,000       4,883,000       613,000
  12/23/96   Lake Worth/Lk Worth                    1,111,000      2,977,000       4,088,000       512,000
  12/23/96   Arlington/Algonquin                      991,000      2,760,000       3,751,000       492,000
  12/23/96   Seattle/15th Avenue NE                   781,000      2,121,000       2,902,000       368,000
  12/23/96   Southington/Spring                       811,000      2,191,000       3,002,000       389,000
  12/23/96   Clifton/Broad Street                   1,411,000      3,740,000       5,151,000       626,000
  12/23/96   Hillside/Glenwood                        563,000      4,195,000       4,758,000       744,000
</TABLE>

                                      F-50

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  12/23/96   Nashville/Dickerson Pike                        -         990,000       2,440,000        151,000               -
  12/23/96   Madison/Gallatin Road                           -         780,000       1,922,000        136,000               -
  12/30/96   Concorde/Treat                                  -       1,396,000       3,258,000         85,000               -
  12/30/96   Virginia Beach                                  -         535,000       1,248,000         72,000               -
  12/30/96   San Mateo                                       -       2,408,000       5,619,000        114,000               -
  1/22/97    Austin, 1033 E. 41 Street                       -         257,000       3,633,000         26,000               -
  4/12/97    Annandale / Backlick                            -         955,000       2,229,000        272,000               -
  4/12/97    Ft. Worth / West Freeway                        -         667,000       1,556,000        223,000               -
  4/12/97    Campbell / S. Curtner                           -       2,550,000       5,950,000        630,000               -
  4/12/97    Aurora / S. Idalia                              -       1,002,000       2,338,000        282,000               -
  4/12/97    Santa Cruz / Capitola                           -       1,037,000       2,420,000        276,000               -
  4/12/97    Indianapolis / Lafayette Road                   -         682,000       1,590,000        254,000               -
  4/12/97    Indianapolis / Route 31                         -         619,000       1,444,000        231,000               -
  4/12/97    Farmingdale / Broad Hollow Rd.                  -       1,568,000       3,658,000        496,000               -
  4/12/97    Tyson's Corner / Springhill Rd.                 -       3,861,000       9,010,000      1,113,000               -
  4/12/97    Fountain Valley / Newhope                       -       1,137,000       2,653,000        289,000               -
  4/12/97    Dallas / Winsted                                -       1,375,000       3,209,000        414,000               -
  4/12/97    Columbia / Broad River Rd.                      -         121,000         282,000        126,000               -
  4/12/97    Livermore / S. Front Road                       -         876,000       2,044,000        162,000               -
  4/12/97    Garland / Plano                                 -         889,000       2,073,000        192,000               -
  4/12/97    San Jose / Story Road                           -       1,352,000       3,156,000        292,000               -
  4/12/97    Aurora / Abilene                                -       1,406,000       3,280,000        290,000               -
  4/12/97    Antioch / Sunset Drive                          -       1,035,000       2,416,000        187,000               -
  4/12/97    Rancho Cordova / Sunrise                        -       1,048,000       2,445,000        268,000               -
  4/12/97    Berlin / Wilbur Cross                           -         756,000       1,764,000        201,000               -
  4/12/97    Whittier / Whittier Blvd.                       -         648,000       1,513,000        121,000               -
  4/12/97    Peabody / Newbury Street                        -       1,159,000       2,704,000        253,000               -
  4/12/97    Denver / Blake                                  -         602,000       1,405,000        133,000               -
  4/12/97    Evansville / Green River Road                   -         470,000       1,096,000        123,000               -
  4/12/97    Burien / First Ave. So.                         -         792,000       1,847,000        181,000               -
  4/12/97    Rancho Cordova / Mather Field                   -         494,000       1,153,000        130,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  12/23/96   Nashville/Dickerson Pike                  990,000      2,591,000       3,581,000       454,000
  12/23/96   Madison/Gallatin Road                     780,000      2,058,000       2,838,000       378,000
  12/30/96   Concorde/Treat                          1,396,000      3,343,000       4,739,000       568,000
  12/30/96   Virginia Beach                            535,000      1,320,000       1,855,000       240,000
  12/30/96   San Mateo                               2,408,000      5,733,000       8,141,000       953,000
  1/22/97    Austin, 1033 E. 41 Street                 257,000      3,659,000       3,916,000       568,000
  4/12/97    Annandale / Backlick                      955,000      2,501,000       3,456,000       388,000
  4/12/97    Ft. Worth / West Freeway                  667,000      1,779,000       2,446,000       286,000
  4/12/97    Campbell / S. Curtner                   2,550,000      6,580,000       9,130,000       989,000
  4/12/97    Aurora / S. Idalia                      1,002,000      2,620,000       3,622,000       403,000
  4/12/97    Santa Cruz / Capitola                   1,037,000      2,696,000       3,733,000       415,000
  4/12/97    Indianapolis / Lafayette Road             682,000      1,844,000       2,526,000       299,000
  4/12/97    Indianapolis / Route 31                   619,000      1,675,000       2,294,000       271,000
  4/12/97    Farmingdale / Broad Hollow Rd.          1,568,000      4,154,000       5,722,000       655,000
  4/12/97    Tyson's Corner / Springhill Rd.         3,861,000     10,123,000      13,984,000     1,521,000
  4/12/97    Fountain Valley / Newhope               1,137,000      2,942,000       4,079,000       448,000
  4/12/97    Dallas / Winsted                        1,375,000      3,623,000       4,998,000       570,000
  4/12/97    Columbia / Broad River Rd.                121,000        408,000         529,000        91,000
  4/12/97    Livermore / S. Front Road                 876,000      2,206,000       3,082,000       339,000
  4/12/97    Garland / Plano                           889,000      2,265,000       3,154,000       359,000
  4/12/97    San Jose / Story Road                   1,352,000      3,448,000       4,800,000       530,000
  4/12/97    Aurora / Abilene                        1,406,000      3,570,000       4,976,000       544,000
  4/12/97    Antioch / Sunset Drive                  1,035,000      2,603,000       3,638,000       401,000
  4/12/97    Rancho Cordova / Sunrise                1,048,000      2,713,000       3,761,000       421,000
  4/12/97    Berlin / Wilbur Cross                     756,000      1,965,000       2,721,000       322,000
  4/12/97    Whittier / Whittier Blvd.                 648,000      1,634,000       2,282,000       252,000
  4/12/97    Peabody / Newbury Street                1,159,000      2,957,000       4,116,000       456,000
  4/12/97    Denver / Blake                            602,000      1,538,000       2,140,000       243,000
  4/12/97    Evansville / Green River Road             470,000      1,219,000       1,689,000       199,000
  4/12/97    Burien / First Ave. So.                   792,000      2,028,000       2,820,000       321,000
  4/12/97    Rancho Cordova / Mather Field             494,000      1,283,000       1,777,000       216,000
</TABLE>

                                      F-51

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  4/12/97    Sugar Land / Eldridge                           -         705,000       1,644,000        173,000               -
  4/12/97    Columbus / Eastland Drive                       -         602,000       1,405,000        164,000               -
  4/12/97    Slickerville / Black Horse Pike                 -         539,000       1,258,000        147,000               -
  4/12/97    Seattle / Aurora                                -       1,145,000       2,671,000        221,000               -
  4/12/97    Gaithersburg / Christopher Ave.                 -         972,000       2,268,000        218,000               -
  4/12/97    Manchester / Tolland Turnpike                   -         807,000       1,883,000        171,000               -
  6/25/97    Kirkland-Totem                                  -       2,131,000       4,972,000        125,000               -
  6/25/97    Idianapolis                                     -         471,000       1,098,000         46,000               -
  6/25/97    Dallas                                          -         699,000       1,631,000         36,000               -
  6/25/97    Atlanta                                         -       1,183,000       2,761,000         60,000               -
  6/25/97    Bensalem                                        -       1,159,000       2,705,000         10,000               -
  6/25/97    Evansville                                      -         429,000       1,000,000         31,000               -
  6/25/97    Austin                                          -         813,000       1,897,000         11,000               -
  6/25/97    Harbor City                                     -       1,244,000       2,904,000         99,000               -
  6/25/97    Birmingham                                      -         539,000       1,258,000         34,000               -
  6/25/97    Sacramento                                      -         489,000       1,396,000      (229,000)               -
  6/25/97    Carrollton                                      -         441,000       1,029,000         17,000               -
  6/25/97    La Habra                                        -         822,000       1,918,000         27,000               -
  6/25/97    Lombard                                         -       1,527,000       3,564,000      1,686,000               -
  6/25/97    Fairfield                                       -         740,000       1,727,000          4,000               -
  6/25/97    Seattle                                         -       1,498,000       3,494,000        215,000               -
  6/25/97    Bellevue                                        -       1,653,000       3,858,000         34,000               -
  6/25/97    Citrus Heights                                  -         642,000       1,244,000        367,000               -
  6/25/97    San Jose                                        -       1,273,000       2,971,000       (11,000)               -
  6/25/97    Stanton                                         -         948,000       2,212,000        (6,000)               -
  6/25/97    Garland                                         -         486,000       1,135,000         30,000               -
  6/25/97    Westford                                        -         857,000       1,999,000         26,000               -
  6/25/97    Dallas                                          -       1,627,000       3,797,000        483,000               -
  6/25/97    Wheat Ridge                                     -       1,054,000       2,459,000        281,000               -
  6/25/97    Berlin                                          -         825,000       1,925,000        217,000               -
  6/25/97    Gretna                                          -       1,069,000       2,494,000        336,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                            Gross Carrying Amount
                                                            At December 31, 2000
    Date                                          -------------------------------------------   Accumulated
  Acquired                Description               Land          Buildings         Total       Depreciation
------------ ---------------------------------    ------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  4/12/97    Sugar Land / Eldridge                    705,000      1,817,000       2,522,000       295,000
  4/12/97    Columbus / Eastland Drive                602,000      1,569,000       2,171,000       257,000
  4/12/97    Slickerville / Black Horse Pike          539,000      1,405,000       1,944,000       227,000
  4/12/97    Seattle / Aurora                       1,145,000      2,892,000       4,037,000       447,000
  4/12/97    Gaithersburg / Christopher Ave.          972,000      2,486,000       3,458,000       390,000
  4/12/97    Manchester / Tolland Turnpike            807,000      2,054,000       2,861,000       326,000
  6/25/97    Kirkland-Totem                         2,131,000      5,097,000       7,228,000       766,000
  6/25/97    Idianapolis                              471,000      1,144,000       1,615,000       178,000
  6/25/97    Dallas                                   699,000      1,667,000       2,366,000       260,000
  6/25/97    Atlanta                                1,183,000      2,821,000       4,004,000       415,000
  6/25/97    Bensalem                               1,159,000      2,715,000       3,874,000       402,000
  6/25/97    Evansville                               429,000      1,031,000       1,460,000       155,000
  6/25/97    Austin                                   813,000      1,908,000       2,721,000       286,000
  6/25/97    Harbor City                            1,244,000      3,003,000       4,247,000       472,000
  6/25/97    Birmingham                               539,000      1,292,000       1,831,000       201,000
  6/25/97    Sacramento                               489,000      1,167,000       1,656,000       173,000
  6/25/97    Carrollton                               441,000      1,046,000       1,487,000       158,000
  6/25/97    La Habra                                 822,000      1,945,000       2,767,000       294,000
  6/25/97    Lombard                                2,047,000      4,730,000       6,777,000       634,000
  6/25/97    Fairfield                                740,000      1,731,000       2,471,000       261,000
  6/25/97    Seattle                                1,498,000      3,709,000       5,207,000       619,000
  6/25/97    Bellevue                               1,653,000      3,892,000       5,545,000       590,000
  6/25/97    Citrus Heights                           642,000      1,611,000       2,253,000       253,000
  6/25/97    San Jose                               1,273,000      2,960,000       4,233,000       431,000
  6/25/97    Stanton                                  948,000      2,206,000       3,154,000       322,000
  6/25/97    Garland                                  486,000      1,165,000       1,651,000       180,000
  6/25/97    Westford                                 857,000      2,025,000       2,882,000       308,000
  6/25/97    Dallas                                 1,627,000      4,280,000       5,907,000       642,000
  6/25/97    Wheat Ridge                            1,054,000      2,740,000       3,794,000       402,000
  6/25/97    Berlin                                   825,000      2,142,000       2,967,000       311,000
  6/25/97    Gretna                                 1,069,000      2,830,000       3,899,000       434,000
</TABLE>

                                      F-52

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  6/25/97    Spring                                          -         461,000       1,077,000        159,000               -
  6/25/97    Sacramento                                      -         592,000       1,380,000        842,000               -
  6/25/97    Houston/South Dairyashford                      -         856,000       1,997,000        256,000               -
  6/25/97    Naperville                                      -       1,108,000       2,585,000        305,000               -
  6/25/97    Carrollton                                      -       1,158,000       2,702,000        376,000               -
  6/25/97    Waipahu                                         -       1,620,000       3,780,000        479,000               -
  6/25/97    Davis                                           -         628,000       1,465,000        200,000               -
  6/25/97    Decatur                                         -         951,000       2,220,000        304,000               -
  6/25/97    Jacksonville                                    -         653,000       1,525,000        225,000               -
  6/25/97    Chicoppe                                        -         663,000       1,546,000        254,000               -
  6/25/97    Alexandria                                      -       1,533,000       3,576,000        412,000               -
  6/25/97    Houston/Veterans Memorial Dr.                   -         458,000       1,070,000        156,000               -
  6/25/97    Los Angeles/Olympic                             -       4,392,000      10,247,000      1,183,000               -
  6/25/97    Littleton                                       -       1,340,000       3,126,000        398,000               -
  6/25/97    Metairie                                        -       1,229,000       2,868,000        394,000               -
  6/25/97    Louisville                                      -         717,000       1,672,000        230,000               -
  6/25/97    East Hazel Crest                                -         753,000       1,757,000        243,000               -
  6/25/97    Edmonds                                         -       1,187,000       2,770,000        381,000               -
  6/25/97    Foster City                                     -       1,064,000       2,483,000        302,000               -
  6/25/97    Chicago                                         -       1,160,000       2,708,000        357,000               -
  6/25/97    Philadelphia                                    -         924,000       2,155,000        277,000               -
  6/25/97    Dallas/Vilbig Rd.                               -         508,000       1,184,000        191,000               -
  6/25/97    Staten Island                                   -       1,676,000       3,910,000        491,000               -
  6/25/97    Pelham Manor                                    -       1,209,000       2,820,000        380,000               -
  6/25/97    Irving                                          -         469,000       1,093,000        179,000               -
  6/25/97    Elk Grove                                       -         642,000       1,497,000        207,000               -
  6/25/97    LAX                                             -       1,312,000       3,062,000        419,000               -
  6/25/97    Denver                                          -       1,316,000       3,071,000        415,000               -
  6/25/97    Plano                                           -       1,369,000       3,193,000        378,000               -
  6/25/97    Lynnwood                                        -         839,000       1,959,000        310,000               -
  6/25/97    Lilburn                                         -         507,000       1,182,000        296,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  6/25/97    Spring                                    461,000      1,236,000       1,697,000       189,000
  6/25/97    Sacramento                                720,000      2,094,000       2,814,000       277,000
  6/25/97    Houston/South Dairyashford                856,000      2,253,000       3,109,000       342,000
  6/25/97    Naperville                              1,108,000      2,890,000       3,998,000       428,000
  6/25/97    Carrollton                              1,158,000      3,078,000       4,236,000       472,000
  6/25/97    Waipahu                                 1,620,000      4,259,000       5,879,000       631,000
  6/25/97    Davis                                     628,000      1,665,000       2,293,000       251,000
  6/25/97    Decatur                                   951,000      2,524,000       3,475,000       371,000
  6/25/97    Jacksonville                              653,000      1,750,000       2,403,000       276,000
  6/25/97    Chicoppe                                  663,000      1,800,000       2,463,000       284,000
  6/25/97    Alexandria                              1,533,000      3,988,000       5,521,000       579,000
  6/25/97    Houston/Veterans Memorial Dr.             458,000      1,226,000       1,684,000       185,000
  6/25/97    Los Angeles/Olympic                     4,392,000     11,430,000      15,822,000     1,671,000
  6/25/97    Littleton                               1,340,000      3,524,000       4,864,000       523,000
  6/25/97    Metairie                                1,229,000      3,262,000       4,491,000       498,000
  6/25/97    Louisville                                717,000      1,902,000       2,619,000       287,000
  6/25/97    East Hazel Crest                          753,000      2,000,000       2,753,000       299,000
  6/25/97    Edmonds                                 1,187,000      3,151,000       4,338,000       465,000
  6/25/97    Foster City                             1,064,000      2,785,000       3,849,000       405,000
  6/25/97    Chicago                                 1,160,000      3,065,000       4,225,000       455,000
  6/25/97    Philadelphia                              924,000      2,432,000       3,356,000       357,000
  6/25/97    Dallas/Vilbig Rd.                         508,000      1,375,000       1,883,000       213,000
  6/25/97    Staten Island                           1,676,000      4,401,000       6,077,000       644,000
  6/25/97    Pelham Manor                            1,209,000      3,200,000       4,409,000       467,000
  6/25/97    Irving                                    469,000      1,272,000       1,741,000       201,000
  6/25/97    Elk Grove                                 642,000      1,704,000       2,346,000       254,000
  6/25/97    LAX                                     1,312,000      3,481,000       4,793,000       525,000
  6/25/97    Denver                                  1,316,000      3,486,000       4,802,000       513,000
  6/25/97    Plano                                   1,369,000      3,571,000       4,940,000       519,000
  6/25/97    Lynnwood                                  839,000      2,269,000       3,108,000       337,000
  6/25/97    Lilburn                                   507,000      1,478,000       1,985,000       220,000
</TABLE>

                                      F-53

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  6/25/97    Parma                                           -         881,000       2,055,000        420,000               -
  6/25/97    Davie                                           -       1,086,000       2,533,000        540,000               -
  6/25/97    Allen Park                                      -         953,000       2,223,000        449,000               -
  6/25/97    Aurora                                          -         808,000       1,886,000        369,000               -
  6/25/97    San Diego/16th Street                           -         932,000       2,175,000        506,000               -
  6/25/97    Sterling Heights                                -         766,000       1,787,000        375,000               -
  6/25/97    East L.A./Boyle Heights                         -         957,000       2,232,000        448,000               -
  6/25/97    Springfield/Alban Station                       -       1,317,000       3,074,000        606,000               -
  6/25/97    Littleton                                       -         868,000       2,026,000        392,000               -
  6/25/97    Sacramento/57th Street                          -         869,000       2,029,000        444,000               -
  6/25/97    L.A./Venice Blvd.                               -         523,000       1,221,000      1,842,000               -
  6/25/97    Miami                                           -       1,762,000       4,111,000        793,000               -
  8/13/97    Santa Monica / Wilshire Blvd.                   -       2,040,000       4,760,000        232,000               -
  10/1/97    Marietta /Austell Rd                            -         398,000       1,326,000        220,000         458,000
  10/1/97    Denver / Leetsdale                              -       1,407,000       1,682,000        140,000         577,000
  10/1/97    Baltimore / York Road                           -       1,538,000       1,952,000        200,000         671,000
  10/1/97    Bolingbrook                                     -         737,000       1,776,000        164,000         602,000
  10/1/97    Kent / Central                                  -         483,000       1,321,000        148,000         452,000
  10/1/97    Geneva / Roosevelt                              -         355,000       1,302,000        128,000         446,000
  10/1/97    Denver / Sheridan                               -         429,000       1,105,000         97,000         382,000
  10/1/97    Mountlake Terrace                               -       1,017,000       1,783,000        201,000         606,000
  10/1/97    Carol Stream/ St.Charles                        -         185,000       1,187,000        133,000         410,000
  10/1/97    Marietta / Cobb Park                            -         420,000       1,131,000        217,000         407,000
  10/1/97    Venice / Rose                                   -       5,468,000       5,478,000        586,000       1,835,000
  10/1/97    Ventura / Ventura Blvd                          -         911,000       2,227,000        204,000         764,000
  10/1/97    Studio City/ Ventura                            -       2,421,000       1,610,000        135,000         539,000
  10/1/97    Madison Heights                                 -         428,000       1,686,000      2,011,000         562,000
  10/1/97    Lax / Imperial                                  -       1,662,000       2,079,000        148,000         710,000
  10/1/97    Justice / Industrial                            -         233,000       1,181,000        112,000         402,000
  10/1/97    Burbank / San Fernando                          -       1,825,000       2,210,000        178,000         749,000
  10/1/97    Pinole / Appian Way                             -         728,000       1,827,000        161,000         621,000
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  6/25/97    Parma                                     881,000      2,475,000       3,356,000       364,000
  6/25/97    Davie                                   1,086,000      3,073,000       4,159,000       471,000
  6/25/97    Allen Park                                953,000      2,672,000       3,625,000       393,000
  6/25/97    Aurora                                    808,000      2,255,000       3,063,000       325,000
  6/25/97    San Diego/16th Street                     932,000      2,681,000       3,613,000       412,000
  6/25/97    Sterling Heights                          766,000      2,162,000       2,928,000       319,000
  6/25/97    East L.A./Boyle Heights                   957,000      2,680,000       3,637,000       392,000
  6/25/97    Springfield/Alban Station               1,317,000      3,680,000       4,997,000       538,000
  6/25/97    Littleton                                 868,000      2,418,000       3,286,000       348,000
  6/25/97    Sacramento/57th Street                    869,000      2,473,000       3,342,000       365,000
  6/25/97    L.A./Venice Blvd.                         540,000      3,046,000       3,586,000       233,000
  6/25/97    Miami                                   1,762,000      4,904,000       6,666,000       722,000
  8/13/97    Santa Monica / Wilshire Blvd.           2,040,000      4,992,000       7,032,000       750,000
  10/1/97    Marietta /Austell Rd                      398,000      2,004,000       2,402,000       300,000
  10/1/97    Denver / Leetsdale                      1,407,000      2,399,000       3,806,000       375,000
  10/1/97    Baltimore / York Road                   1,538,000      2,823,000       4,361,000       428,000
  10/1/97    Bolingbrook                               737,000      2,542,000       3,279,000       383,000
  10/1/97    Kent / Central                            483,000      1,921,000       2,404,000       292,000
  10/1/97    Geneva / Roosevelt                        355,000      1,876,000       2,231,000       291,000
  10/1/97    Denver / Sheridan                         429,000      1,584,000       2,013,000       248,000
  10/1/97    Mountlake Terrace                       1,017,000      2,590,000       3,607,000       375,000
  10/1/97    Carol Stream/ St.Charles                  185,000      1,730,000       1,915,000       254,000
  10/1/97    Marietta / Cobb Park                      420,000      1,755,000       2,175,000       258,000
  10/1/97    Venice / Rose                           5,468,000      7,899,000      13,367,000     1,061,000
  10/1/97    Ventura / Ventura Blvd                    911,000      3,195,000       4,106,000       465,000
  10/1/97    Studio City/ Ventura                    2,421,000      2,284,000       4,705,000       345,000
  10/1/97    Madison Heights                           428,000      4,259,000       4,687,000       333,000
  10/1/97    Lax / Imperial                          1,662,000      2,937,000       4,599,000       436,000
  10/1/97    Justice / Industrial                      233,000      1,695,000       1,928,000       260,000
  10/1/97    Burbank / San Fernando                  1,825,000      3,137,000       4,962,000       453,000
  10/1/97    Pinole / Appian Way                       728,000      2,609,000       3,337,000       382,000
</TABLE>

                                      F-54

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  10/1/97    Denver / Tamarac Park                           -       2,545,000       1,692,000        257,000         625,000
  10/1/97    Gresham / Powell                                -         322,000       1,298,000        184,000         441,000
  10/1/97    Warren / Mound Road                             -         268,000       1,025,000        130,000         345,000
  10/1/97    Woodside/Brooklyn                               -       5,016,000       3,950,000        230,000       1,352,000
  10/1/97    Enfield / Elm Street                            -         399,000       1,900,000        232,000         641,000
  10/1/97    Roselle / Lake Street                           -         312,000       1,411,000        166,000         487,000
  10/1/97    Milwaukee / Appleton                            -         324,000       1,385,000        143,000         468,000
  10/1/97    Emeryville / Bay St                             -       1,602,000       1,830,000        133,000         622,000
  10/1/97    Monterey / Del Rey                              -         257,000       1,048,000        169,000         351,000
  10/1/97    San Leandro / Washington                        -         660,000       1,142,000        138,000         390,000
  10/1/97    Boca Raton / N.W. 20                            -       1,140,000       2,256,000        347,000         774,000
  10/1/97    Washington Dc/So Capital                        -       1,437,000       4,489,000        377,000       1,519,000
  10/1/97    Lynn / Lynnway                                  -         463,000       3,059,000        293,000       1,058,000
  10/1/97    Pompano Beach                                   -       1,077,000       1,527,000        493,000         528,000
  10/1/97    Lake Oswego/ N.State                            -         465,000       1,956,000        233,000         664,000
  10/1/97    Daly City / Mission                             -         389,000       2,921,000        219,000         950,000
  10/1/97    Odenton / Route 175                             -         456,000       2,104,000        182,000         714,000
  10/1/97    Novato / Landing                                -       2,416,000       3,496,000        201,000          49,000
  10/1/97    St. Louis / Lindberg                            -         584,000       1,508,000        182,000          23,000
  10/1/97    Oakland/International                           -         358,000       1,568,000        183,000          24,000
  10/1/97    Stockton / March Lane                           -         663,000       1,398,000         89,000          21,000
  10/1/97    Des Plaines / Golf Rd                           -       1,363,000       3,093,000        177,000          45,000
  10/1/97    Morton Grove / Wauke                            -       2,658,000       3,232,000        123,000          48,000
  10/1/97    Los Angeles / Jefferson                         -       1,090,000       1,580,000        210,000          24,000
  10/1/97    Los Angeles / Martin                            -         869,000       1,152,000         83,000          17,000
  10/1/97    San Leandro / E. 14t                            -         627,000       1,289,000         88,000          19,000
  10/1/97    Tucson / Tanque Verde                           -         345,000       1,709,000        122,000          25,000
  10/1/97    Randolph / Warren St                            -       2,330,000       1,914,000        418,000          29,000
  10/1/97    Forrestville / Penn.                            -       1,056,000       2,347,000        189,000          35,000
  10/1/97    Bridgeport / Wordin                             -       4,877,000       2,739,000        546,000          43,000
  10/1/97    North Hollywood/Vine                            -         906,000       2,379,000        137,000          35,000
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  10/1/97    Denver / Tamarac Park                   2,545,000      2,574,000       5,119,000       413,000
  10/1/97    Gresham / Powell                          322,000      1,923,000       2,245,000       276,000
  10/1/97    Warren / Mound Road                       268,000      1,500,000       1,768,000       213,000
  10/1/97    Woodside/Brooklyn                       5,016,000      5,532,000      10,548,000       697,000
  10/1/97    Enfield / Elm Street                      399,000      2,773,000       3,172,000       377,000
  10/1/97    Roselle / Lake Street                     312,000      2,064,000       2,376,000       294,000
  10/1/97    Milwaukee / Appleton                      324,000      1,996,000       2,320,000       278,000
  10/1/97    Emeryville / Bay St                     1,602,000      2,585,000       4,187,000       368,000
  10/1/97    Monterey / Del Rey                        257,000      1,568,000       1,825,000       215,000
  10/1/97    San Leandro / Washington                  660,000      1,670,000       2,330,000       239,000
  10/1/97    Boca Raton / N.W. 20                    1,140,000      3,377,000       4,517,000       454,000
  10/1/97    Washington Dc/So Capital                1,437,000      6,385,000       7,822,000       727,000
  10/1/97    Lynn / Lynnway                            463,000      4,410,000       4,873,000       576,000
  10/1/97    Pompano Beach                           1,077,000      2,548,000       3,625,000       316,000
  10/1/97    Lake Oswego/ N.State                      465,000      2,853,000       3,318,000       376,000
  10/1/97    Daly City / Mission                       389,000      4,090,000       4,479,000       536,000
  10/1/97    Odenton / Route 175                       456,000      3,000,000       3,456,000       342,000
  10/1/97    Novato / Landing                        2,416,000      3,746,000       6,162,000       732,000
  10/1/97    St. Louis / Lindberg                      584,000      1,713,000       2,297,000       315,000
  10/1/97    Oakland/International                     358,000      1,775,000       2,133,000       326,000
  10/1/97    Stockton / March Lane                     663,000      1,508,000       2,171,000       285,000
  10/1/97    Des Plaines / Golf Rd                   1,363,000      3,315,000       4,678,000       643,000
  10/1/97    Morton Grove / Wauke                    2,658,000      3,403,000       6,061,000       809,000
  10/1/97    Los Angeles / Jefferson                 1,090,000      1,814,000       2,904,000       326,000
  10/1/97    Los Angeles / Martin                      869,000      1,252,000       2,121,000       236,000
  10/1/97    San Leandro / E. 14t                      627,000      1,396,000       2,023,000       256,000
  10/1/97    Tucson / Tanque Verde                     345,000      1,856,000       2,201,000       313,000
  10/1/97    Randolph / Warren St                    2,330,000      2,361,000       4,691,000       365,000
  10/1/97    Forrestville / Penn.                    1,056,000      2,571,000       3,627,000       471,000
  10/1/97    Bridgeport / Wordin                     4,877,000      3,328,000       8,205,000       562,000
  10/1/97    North Hollywood/Vine                      906,000      2,551,000       3,457,000       433,000
</TABLE>

                                      F-55

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  10/1/97    Santa Cruz / Portola                            -         535,000       1,526,000        133,000          23,000
  10/1/97    Hyde Park / River St                            -         626,000       1,748,000        206,000          26,000
  10/1/97    Dublin / San Ramon Rd                           -         942,000       1,999,000        146,000          26,000
  10/1/97    Vallejo / Humboldt                              -         473,000       1,651,000        104,000          24,000
  10/1/97    Fremont/Warm Springs                            -         848,000       2,885,000        187,000          42,000
  10/1/97    Seattle / Stone Way                             -         829,000       2,180,000        250,000          33,000
  10/1/97    W. Olympia                                      -         149,000       1,096,000        246,000          17,000
  10/1/97    Mercer/Parkside Ave                             -         359,000       1,763,000        165,000          26,000
  10/1/97    Bridge Water / Main                             -         445,000       2,054,000        238,000          30,000
  10/1/97    Norwalk / Hoyt Street                           -       2,369,000       3,049,000        428,000          47,000
  11/2/97    Lansing, IL                                     -         758,000       1,768,000        100,000               -
  11/7/97    Phoenix, AZ                                     -       1,197,000       2,793,000         77,000               -
  11/13/97   Tinley Park, IL                                 -       1,422,000       3,319,000         26,000               -
  3/17/98    Houston/De Soto Dr.                             -         659,000       1,537,000         47,000               -
  3/17/98    Houston / East Freeway                          -         593,000       1,384,000         80,000               -
  3/17/98    Austin/Ben White Bl                             -         692,000       1,614,000         38,000               -
  3/17/98    Arlington/E.Pioneer                             -         922,000       2,152,000         54,000               -
  3/17/98    Las Vegas/Tropicana                             -       1,285,000       2,998,000         75,000               -
  3/17/98    Branford / Summit Place                         -         728,000       1,698,000         71,000               -
  3/17/98    Las Vegas / Charleston                          -         791,000       1,845,000         54,000               -
  3/17/98    So. San Francisco                               -       1,550,000       3,617,000         57,000               -
  3/17/98    Pasadena / Arroyo Prkwy                         -       3,005,000       7,012,000         80,000               -
  3/17/98    Tempe / E. Broadway                             -         633,000       1,476,000         68,000               -
  3/17/98    Phoenix / N. 43rd Ave                           -         443,000       1,033,000         77,000               -
  3/17/98    Phoenix/No. 43rd                                -         380,000         886,000         45,000               -
  3/17/98    Phoenix / Black Canyon                          -         380,000         886,000         46,000               -
  3/17/98    Phoenix/Black Canyon                            -         136,000         317,000        110,000               -
  3/17/98    Nesconset / Southern                            -       1,423,000       3,321,000         57,000               -
   4/1/98    Patchogue/W.Sunrise                             -         936,000       2,184,000         52,000               -
   4/1/98    Havertown/West Chester                          -       1,254,000       2,926,000         36,000               -
   4/1/98    Schiller Park/River                             -         568,000       1,390,000         16,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  10/1/97    Santa Cruz / Portola                      535,000      1,682,000       2,217,000       289,000
  10/1/97    Hyde Park / River St                      626,000      1,980,000       2,606,000       320,000
  10/1/97    Dublin / San Ramon Rd                     942,000      2,171,000       3,113,000       440,000
  10/1/97    Vallejo / Humboldt                        473,000      1,779,000       2,252,000       307,000
  10/1/97    Fremont/Warm Springs                      848,000      3,114,000       3,962,000       502,000
  10/1/97    Seattle / Stone Way                       829,000      2,463,000       3,292,000       377,000
  10/1/97    W. Olympia                                149,000      1,359,000       1,508,000       206,000
  10/1/97    Mercer/Parkside Ave                       359,000      1,954,000       2,313,000       320,000
  10/1/97    Bridge Water / Main                       445,000      2,322,000       2,767,000       371,000
  10/1/97    Norwalk / Hoyt Street                   2,369,000      3,524,000       5,893,000       517,000
  11/2/97    Lansing, IL                               758,000      1,868,000       2,626,000       276,000
  11/7/97    Phoenix, AZ                             1,197,000      2,870,000       4,067,000       403,000
  11/13/97   Tinley Park, IL                         1,422,000      3,345,000       4,767,000       430,000
  3/17/98    Houston/De Soto Dr.                       659,000      1,584,000       2,243,000       189,000
  3/17/98    Houston / East Freeway                    593,000      1,464,000       2,057,000       182,000
  3/17/98    Austin/Ben White Bl                       692,000      1,652,000       2,344,000       195,000
  3/17/98    Arlington/E.Pioneer                       922,000      2,206,000       3,128,000       259,000
  3/17/98    Las Vegas/Tropicana                     1,285,000      3,073,000       4,358,000       349,000
  3/17/98    Branford / Summit Place                   728,000      1,769,000       2,497,000       211,000
  3/17/98    Las Vegas / Charleston                    791,000      1,899,000       2,690,000       223,000
  3/17/98    So. San Francisco                       1,550,000      3,674,000       5,224,000       420,000
  3/17/98    Pasadena / Arroyo Prkwy                 3,005,000      7,092,000      10,097,000       793,000
  3/17/98    Tempe / E. Broadway                       633,000      1,544,000       2,177,000       175,000
  3/17/98    Phoenix / N. 43rd Ave                     443,000      1,110,000       1,553,000       137,000
  3/17/98    Phoenix/No. 43rd                          380,000        931,000       1,311,000       111,000
  3/17/98    Phoenix / Black Canyon                    380,000        932,000       1,312,000       118,000
  3/17/98    Phoenix/Black Canyon                      136,000        427,000         563,000        46,000
  3/17/98    Nesconset / Southern                    1,423,000      3,378,000       4,801,000       384,000
   4/1/98    Patchogue/W.Sunrise                       936,000      2,236,000       3,172,000       274,000
   4/1/98    Havertown/West Chester                  1,249,000      2,967,000       4,216,000       357,000
   4/1/98    Schiller Park/River                       568,000      1,406,000       1,974,000       183,000
</TABLE>

                                      F-56

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
   4/1/98    Chicago / Cuyler                                -       1,400,000       2,695,000         55,000               -
   4/1/98    Chicago Heights/West                            -         468,000       1,804,000         40,000               -
   4/1/98    Arlington Hts/University                        -         670,000       3,004,000         61,000               -
   4/1/98    Cicero / Ogden                                  -       1,678,000       2,266,000         57,000               -
   4/1/98    Chicago/W. Howard St.                           -         974,000       2,875,000         63,000               -
   4/1/98    Chicago/N. Western Ave                          -       1,453,000       3,205,000         68,000               -
   4/1/98    Chicago/Northwest Hwy                           -         925,000       2,412,000         36,000               -
   4/1/98    Chicago/N. Wells St.                            -       1,446,000       2,828,000         68,000               -
   4/1/98    Chicago / Pulaski Rd.                           -       1,276,000       2,858,000         23,000               -
   4/1/98    Artesia / Artesia                               -         625,000       1,419,000         69,000               -
   4/1/98    Arcadia / Lower Azusa                           -         821,000       1,369,000         30,000               -
   4/1/98    Manassas / Centreville                          -         405,000       2,137,000        124,000               -
   4/1/98    La Downtwn/10 Fwy                               -       1,608,000       3,358,000         95,000               -
   4/1/98    Bellevue / Northup                              -       1,232,000       3,306,000        188,000               -
   4/1/98    Hollywood/Cole & Wilshire                       -       1,590,000       1,785,000         44,000               -
   4/1/98    Atlanta/John Wesley                             -       1,233,000       1,665,000        127,000               -
   4/1/98    Montebello/S. Maple                             -       1,274,000       2,299,000         45,000               -
   4/1/98    Lake City/Forest Park                           -         248,000       1,445,000         61,000               -
   4/1/98    Baltimore / W. Patap                            -         403,000       2,650,000         66,000               -
   4/1/98    Fraser/Groesbeck Hwy                            -         368,000       1,796,000         39,000               -
   4/1/98    Vallejo / Mini Drive                            -         560,000       1,803,000         39,000               -
   4/1/98    San Diego/54th & Euclid                         -         952,000       2,550,000         51,000               -
   4/1/98    Miami / 5th Street                              -       2,327,000       3,234,000         68,000               -
   4/1/98    Silver Spring/Hill                              -         922,000       2,080,000         75,000               -
   4/1/98    Chicago/E. 95th St.                             -         397,000       2,357,000         38,000               -
   4/1/98    Chicago / S. Harlem                             -         791,000       1,424,000         47,000               -
   4/1/98    St. Charles /Highway                            -         623,000       1,501,000         73,000               -
   4/1/98    Chicago/Burr Ridge Rd.                          -         421,000       2,165,000         32,000               -
   4/1/98    St. Louis / Hwy. 141                            -         659,000       1,628,000        430,000               -
   4/1/98    Island Park / Austin                            -       2,313,000       3,015,000      1,290,000               -
   4/1/98    Yonkers / Route 9a                              -       1,722,000       3,823,000         64,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
   4/1/98    Chicago / Cuyler                        1,400,000      2,750,000       4,150,000       378,000
   4/1/98    Chicago Heights/West                      468,000      1,844,000       2,312,000       255,000
   4/1/98    Arlington Hts/University                  670,000      3,065,000       3,735,000       403,000
   4/1/98    Cicero / Ogden                          1,678,000      2,323,000       4,001,000       322,000
   4/1/98    Chicago/W. Howard St.                     974,000      2,938,000       3,912,000       411,000
   4/1/98    Chicago/N. Western Ave                  1,453,000      3,273,000       4,726,000       439,000
   4/1/98    Chicago/Northwest Hwy                     925,000      2,448,000       3,373,000       329,000
   4/1/98    Chicago/N. Wells St.                    1,446,000      2,896,000       4,342,000       386,000
   4/1/98    Chicago / Pulaski Rd.                   1,276,000      2,881,000       4,157,000       375,000
   4/1/98    Artesia / Artesia                         625,000      1,488,000       2,113,000       285,000
   4/1/98    Arcadia / Lower Azusa                     821,000      1,399,000       2,220,000       279,000
   4/1/98    Manassas / Centreville                    405,000      2,261,000       2,666,000       434,000
   4/1/98    La Downtwn/10 Fwy                       1,608,000      3,453,000       5,061,000       654,000
   4/1/98    Bellevue / Northup                      1,232,000      3,494,000       4,726,000       664,000
   4/1/98    Hollywood/Cole & Wilshire               1,590,000      1,829,000       3,419,000       351,000
   4/1/98    Atlanta/John Wesley                     1,233,000      1,792,000       3,025,000       388,000
   4/1/98    Montebello/S. Maple                     1,274,000      2,344,000       3,618,000       451,000
   4/1/98    Lake City/Forest Park                     248,000      1,506,000       1,754,000       287,000
   4/1/98    Baltimore / W. Patap                      403,000      2,716,000       3,119,000       493,000
   4/1/98    Fraser/Groesbeck Hwy                      368,000      1,835,000       2,203,000       343,000
   4/1/98    Vallejo / Mini Drive                      560,000      1,842,000       2,402,000       355,000
   4/1/98    San Diego/54th & Euclid                   952,000      2,601,000       3,553,000       601,000
   4/1/98    Miami / 5th Street                      2,327,000      3,302,000       5,629,000       719,000
   4/1/98    Silver Spring/Hill                        922,000      2,155,000       3,077,000       494,000
   4/1/98    Chicago/E. 95th St.                       397,000      2,395,000       2,792,000       559,000
   4/1/98    Chicago / S. Harlem                       791,000      1,471,000       2,262,000       341,000
   4/1/98    St. Charles /Highway                      623,000      1,574,000       2,197,000       375,000
   4/1/98    Chicago/Burr Ridge Rd.                    421,000      2,197,000       2,618,000       517,000
   4/1/98    St. Louis / Hwy. 141                      681,000      2,036,000       2,717,000       368,000
   4/1/98    Island Park / Austin                    2,389,000      4,229,000       6,618,000       712,000
   4/1/98    Yonkers / Route 9a                      1,722,000      3,887,000       5,609,000       860,000
</TABLE>

                                      F-57

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
   4/1/98    Silverlake/Glendale                             -       2,314,000       5,481,000         85,000               -
   4/1/98    Akron / Brittain Rd.                            -         275,000       2,248,000       (212,000)              -
   4/1/98    Chicago/Harlem Ave                              -       1,430,000       3,038,000         61,000               -
   4/1/98    Bethesda / Butler Rd                            -       1,146,000       2,509,000         46,000               -
   4/1/98    Dundalk / Wise Ave                              -         447,000       2,005,000         39,000               -
   4/1/98    Dallas / Kingsly                                -       1,095,000       1,712,000         45,000               -
   5/1/98    Berkeley / 2nd St.                              -       1,914,000       4,466,000      (210,000)               -
   5/8/98    Cleveland / W. 117th                            -         930,000       2,277,000        114,000               -
   5/8/98    La /Venice Blvd                                 -       1,470,000       3,599,000         51,000               -
   5/8/98    Aurora / Farnsworth                             -         960,000       2,350,000         40,000               -
   5/8/98    Santa Rosa / Hopper                             -       1,020,000       2,497,000         40,000               -
   5/8/98    Golden Valley / Winn                            -         630,000       1,542,000         57,000               -
   5/8/98    St. Louis / Benham                              -         810,000       1,983,000         75,000               -
   5/8/98    Chicago / S. Chicago                            -         840,000       2,057,000         22,000               -
  5/20/98    Boynton Beach / S. C.                           -       1,299,000       3,034,000         87,000               -
   6/1/98    Renton / Sw 39th St.                            -         725,000       2,196,000        291,000               -
  6/29/98    Pompano Bch/Center Port Circle                  -         795,000       2,312,000        694,000               -
  10/1/98    El Segundo / Sepulveda                          -       6,586,000       5,795,000         32,000               -
  10/1/98    Atlanta / Memorial Dr.                          -         414,000       2,239,000        105,000               -
  10/1/98    Chicago / W. 79th St                            -         861,000       2,789,000        181,000               -
  10/1/98    Chicago / N. Broadway                           -       1,918,000       3,824,000         96,000               -
  10/1/98    Tacoma / Orchard                                -         358,000       1,987,000         53,000               -
  10/1/98    St. Louis / Gravois                             -         312,000       2,327,000         91,000               -
  10/1/98    White Bear Lake                                 -         578,000       2,079,000         46,000               -
  10/1/98    Santa Cruz / Soquel                             -         832,000       2,385,000         57,000               -
  10/1/98    Coon Rapids / Hwy 10                            -         330,000       1,646,000         40,000               -
  10/1/98    Oxnard / Hueneme Rd                             -         923,000       3,925,000         61,000               -
  10/1/98    Vancouver/ Millplain                            -         343,000       2,000,000         58,000               -
  10/1/98    Tigard / Mc Ewan                                -         597,000       1,652,000         63,000               -
  10/1/98    Griffith / Cline                                -         299,000       2,118,000         17,000               -
  10/1/98    Miami / Sunset Drive                            -       1,656,000       2,321,000         28,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
   4/1/98    Silverlake/Glendale                     2,314,000      5,566,000       7,880,000     1,220,000
   4/1/98    Akron / Brittain Rd.                      284,000      2,027,000       2,311,000       463,000
   4/1/98    Chicago/Harlem Ave                      1,430,000      3,099,000       4,529,000       685,000
   4/1/98    Bethesda / Butler Rd                    1,146,000      2,555,000       3,701,000       536,000
   4/1/98    Dundalk / Wise Ave                        447,000      2,044,000       2,491,000       414,000
   4/1/98    Dallas / Kingsly                        1,095,000      1,757,000       2,852,000       338,000
   5/1/98    Berkeley / 2nd St.                      1,837,000      4,333,000       6,170,000       481,000
   5/8/98    Cleveland / W. 117th                      930,000      2,391,000       3,321,000       261,000
   5/8/98    La /Venice Blvd                         1,470,000      3,650,000       5,120,000       378,000
   5/8/98    Aurora / Farnsworth                       960,000      2,390,000       3,350,000       252,000
   5/8/98    Santa Rosa / Hopper                     1,020,000      2,537,000       3,557,000       269,000
   5/8/98    Golden Valley / Winn                      630,000      1,599,000       2,229,000       181,000
   5/8/98    St. Louis / Benham                        810,000      2,058,000       2,868,000       228,000
   5/8/98    Chicago / S. Chicago                      840,000      2,079,000       2,919,000       218,000
  5/20/98    Boynton Beach / S. C.                   1,299,000      3,121,000       4,420,000       341,000
   6/1/98    Renton / Sw 39th St.                      725,000      2,487,000       3,212,000       304,000
  6/29/98    Pompano Bch/Center Port Circle            795,000      3,006,000       3,801,000       335,000
  10/1/98    El Segundo / Sepulveda                  6,586,000      5,827,000      12,413,000       595,000
  10/1/98    Atlanta / Memorial Dr.                    414,000      2,344,000       2,758,000       248,000
  10/1/98    Chicago / W. 79th St                      861,000      2,970,000       3,831,000       306,000
  10/1/98    Chicago / N. Broadway                   1,918,000      3,920,000       5,838,000       413,000
  10/1/98    Tacoma / Orchard                          358,000      2,040,000       2,398,000       221,000
  10/1/98    St. Louis / Gravois                       312,000      2,418,000       2,730,000       256,000
  10/1/98    White Bear Lake                           578,000      2,125,000       2,703,000       222,000
  10/1/98    Santa Cruz / Soquel                       832,000      2,442,000       3,274,000       259,000
  10/1/98    Coon Rapids / Hwy 10                      330,000      1,686,000       2,016,000       180,000
  10/1/98    Oxnard / Hueneme Rd                       923,000      3,986,000       4,909,000       411,000
  10/1/98    Vancouver/ Millplain                      343,000      2,058,000       2,401,000       224,000
  10/1/98    Tigard / Mc Ewan                          597,000      1,715,000       2,312,000       190,000
  10/1/98    Griffith / Cline                          299,000      2,135,000       2,434,000       221,000
  10/1/98    Miami / Sunset Drive                    1,656,000      2,349,000       4,005,000       246,000
</TABLE>

                                      F-58

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  10/1/98    Farmington / 9 Mile                             -         580,000       2,526,000         29,000               -
  10/1/98    Los Gatos / University                          -       2,234,000       3,890,000         42,000               -
  10/1/98    N. Hollywood                                    -       1,484,000       3,143,000         28,000               -
  10/1/98    Petaluma / Transport                            -         460,000       1,840,000         44,000               -
  10/1/98    Chicago / 111th                                 -         341,000       2,898,000         27,000               -
  10/1/98    Upper Darby / Market                            -         808,000       5,011,000         75,000               -
  10/1/98    San Jose / Santa                                -         966,000       3,870,000         67,000               -
  10/1/98    San Diego / Morena                              -       3,173,000       5,469,000         54,000               -
  10/1/98    Brooklyn /Rockaway Ave                          -       6,272,000       9,691,000        122,000               -
  10/1/98    Revere / Charger St                             -       1,997,000       3,727,000         86,000               -
  10/1/98    Las Vegas / E. Charles                          -         602,000       2,545,000         70,000               -
  10/1/98    Laurel / Baltimore Ave                          -       1,899,000       4,498,000         58,000               -
  10/1/98    East La/Figueroa & 4th                          -       1,213,000       2,689,000         30,000               -
  10/1/98    Oldsmar / Tampa Road                            -         760,000       2,154,000         35,000               -
  10/1/98    Ft. Lauderdale /S.W.                            -       1,046,000       2,928,000         25,000               -
  10/1/98    Miami / Nw 73rd St                              -       1,050,000       3,064,000         50,000               -
  10/1/98    Dallas / Greenville                             -       1,933,000       2,892,000         25,000               -
  12/9/98    Miami / Nw 115th Ave                            -       1,095,000       2,349,000        154,000               -
   1/1/99    New Orleans/St.Charles                          -       1,463,000       2,634,000         23,000               -
   1/6/99    Brandon / E. Brandon Blvd                       -       1,560,000       3,695,000         50,000               -
  3/12/99    St. Louis / N. Lindbergh Blvd.                  -       1,688,000       3,939,000         48,000               -
  3/12/99    St. Louis /Vandeventer Midtown                  -         699,000       1,631,000         50,000               -
  3/12/99    St. Ann / Maryland Heights                      -       1,035,000       2,414,000         47,000               -
  3/12/99    Florissant / N. Hwy 67                          -         971,000       2,265,000         43,000               -
  3/12/99    Ferguson Area-W.Florissant                      -       1,194,000       2,732,000         81,000               -
  3/12/99    Florissant / New Halls Ferry Rd                 -       1,144,000       2,670,000         78,000               -
  3/12/99    St. Louis / Airport                             -         785,000       1,833,000         18,000               -
  3/12/99    St. Louis/ S.Third St                           -       1,096,000       2,557,000         36,000               -
  3/12/99    Kansas City / E. 47th St.                       -         610,000       1,424,000         28,000               -
  3/12/99    Kansas City /E. 67th Terrace                    -       1,136,000       2,643,000         42,000               -
  3/12/99    Kansas City / James A. Reed Rd                  -         749,000       1,748,000         41,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  10/1/98    Farmington / 9 Mile                       580,000      2,555,000       3,135,000       263,000
  10/1/98    Los Gatos / University                  2,234,000      3,932,000       6,166,000       399,000
  10/1/98    N. Hollywood                            1,484,000      3,171,000       4,655,000       326,000
  10/1/98    Petaluma / Transport                      460,000      1,884,000       2,344,000       199,000
  10/1/98    Chicago / 111th                           341,000      2,925,000       3,266,000       303,000
  10/1/98    Upper Darby / Market                      808,000      5,086,000       5,894,000       516,000
  10/1/98    San Jose / Santa                          966,000      3,937,000       4,903,000       409,000
  10/1/98    San Diego / Morena                      3,173,000      5,523,000       8,696,000       566,000
  10/1/98    Brooklyn /Rockaway Ave                  6,272,000      9,813,000      16,085,000     1,008,000
  10/1/98    Revere / Charger St                     1,997,000      3,813,000       5,810,000       395,000
  10/1/98    Las Vegas / E. Charles                    602,000      2,615,000       3,217,000       275,000
  10/1/98    Laurel / Baltimore Ave                  1,899,000      4,556,000       6,455,000       468,000
  10/1/98    East La/Figueroa & 4th                  1,213,000      2,719,000       3,932,000       280,000
  10/1/98    Oldsmar / Tampa Road                      760,000      2,189,000       2,949,000       231,000
  10/1/98    Ft. Lauderdale /S.W.                    1,046,000      2,953,000       3,999,000       306,000
  10/1/98    Miami / Nw 73rd St                      1,050,000      3,114,000       4,164,000       326,000
  10/1/98    Dallas / Greenville                     1,933,000      2,917,000       4,850,000       298,000
  12/9/98    Miami / Nw 115th Ave                    1,102,000      2,496,000       3,598,000       254,000
   1/1/99    New Orleans/St.Charles                  1,463,000      2,657,000       4,120,000       201,000
   1/6/99    Brandon / E. Brandon Blvd               1,560,000      3,745,000       5,305,000       188,000
  3/12/99    St. Louis / N. Lindbergh Blvd.          1,688,000      3,987,000       5,675,000       296,000
  3/12/99    St. Louis /Vandeventer Midtown            699,000      1,681,000       2,380,000       125,000
  3/12/99    St. Ann / Maryland Heights              1,035,000      2,461,000       3,496,000       184,000
  3/12/99    Florissant / N. Hwy 67                    971,000      2,308,000       3,279,000       173,000
  3/12/99    Ferguson Area-W.Florissant              1,194,000      2,813,000       4,007,000       215,000
  3/12/99    Florissant / New Halls Ferry Rd         1,144,000      2,748,000       3,892,000       206,000
  3/12/99    St. Louis / Airport                       785,000      1,851,000       2,636,000       138,000
  3/12/99    St. Louis/ S.Third St                   1,096,000      2,593,000       3,689,000       192,000
  3/12/99    Kansas City / E. 47th St.                 610,000      1,452,000       2,062,000       111,000
  3/12/99    Kansas City /E. 67th Terrace            1,136,000      2,685,000       3,821,000       199,000
  3/12/99    Kansas City / James A. Reed Rd            749,000      1,789,000       2,538,000       133,000
</TABLE>

                                      F-59

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  3/12/99    Independence / 291                              -         871,000       2,032,000         31,000               -
  3/12/99    Raytown / Woodson Rd                            -         915,000       2,134,000         26,000               -
  3/12/99    Kansas City / 34th Main Street                  -         114,000       2,599,000        182,000               -
  3/12/99    Columbia / River Dr                             -         671,000       1,566,000         97,000               -
  3/12/99    Columbia / Buckner Rd                           -         714,000       1,665,000        189,000               -
  3/12/99    Columbia / Decker Park Rd                       -         605,000       1,412,000         73,000               -
  3/12/99    Columbia / Rosewood Dr                          -         777,000       1,814,000         57,000               -
  3/12/99    W. Columbia / Orchard Dr.                       -         272,000         634,000         69,000               -
  3/12/99    W. Columbia / Airport Blvd                      -         493,000       1,151,000         47,000               -
  3/12/99    Greenville / Whitehorse Rd                      -         882,000       2,058,000         61,000               -
  3/12/99    Greenville / Woods Lake Rd                      -         364,000         849,000         68,000               -
  3/12/99    Mauldin / N. Main Street                        -         571,000       1,333,000         90,000               -
  3/12/99    Simpsonville / Grand View Dr                    -         582,000       1,358,000         66,000               -
  3/12/99    Taylors / Wade Hampton Blvd                     -         650,000       1,517,000         95,000               -
  3/12/99    Charleston/Ashley Phosphate B                   -         839,000       1,950,000        114,000               -
  3/12/99    N. Charleston / Dorchester Rd                   -         380,000         886,000         48,000               -
  3/12/99    N. Charleston / Dorchester                      -         487,000       1,137,000         57,000               -
  3/12/99    Charleston / Sam Rittenberg Blvd                -         555,000       1,296,000         69,000               -
  3/12/99    Hilton Head / Office Park Rd                    -       1,279,000       2,985,000         36,000               -
  3/12/99    Columbia / Plumbers Rd                          -         368,000         858,000         83,000               -
  3/12/99    Greenville / Pineknoll Rd                       -         927,000       2,163,000        105,000               -
  3/12/99    Hilton Head / Yacht Cove Dr                     -       1,182,000       2,753,000         71,000               -
  3/12/99    Spartanburg / Chesnee Hwy                       -         533,000       1,244,000         94,000               -
  3/12/99    Charleston / Ashley River Rd                    -       1,114,000       2,581,000         31,000               -
  3/12/99    Columbia / Broad River                          -       1,463,000       3,413,000         92,000               -
  3/12/99    Charlotte / East Wt Harris Blvd                 -         736,000       1,718,000         63,000               -
  3/12/99    Charlotte / North Tryon St.                     -         708,000       1,653,000        100,000               -
  3/12/99    Charlotte / South Blvd                          -         641,000       1,496,000         64,000               -
  3/12/99    Kannapolis / Oregon St                          -         463,000       1,081,000         64,000               -
  3/12/99    Durham / E. Club Blvd                           -         947,000       2,209,000         62,000               -
  3/12/99    Durham / N. Duke St.                            -         769,000       1,794,000         39,000               -
</TABLE>


<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  3/12/99    Independence / 291                        871,000      2,063,000       2,934,000       154,000
  3/12/99    Raytown / Woodson Rd                      915,000      2,160,000       3,075,000       162,000
  3/12/99    Kansas City / 34th Main Street            114,000      2,781,000       2,895,000       184,000
  3/12/99    Columbia / River Dr                       671,000      1,663,000       2,334,000       126,000
  3/12/99    Columbia / Buckner Rd                     714,000      1,854,000       2,568,000       158,000
  3/12/99    Columbia / Decker Park Rd                 605,000      1,485,000       2,090,000       114,000
  3/12/99    Columbia / Rosewood Dr                    777,000      1,871,000       2,648,000       142,000
  3/12/99    W. Columbia / Orchard Dr.                 272,000        703,000         975,000        62,000
  3/12/99    W. Columbia / Airport Blvd                493,000      1,198,000       1,691,000        90,000
  3/12/99    Greenville / Whitehorse Rd                882,000      2,119,000       3,001,000       158,000
  3/12/99    Greenville / Woods Lake Rd                364,000        917,000       1,281,000        71,000
  3/12/99    Mauldin / N. Main Street                  571,000      1,423,000       1,994,000       111,000
  3/12/99    Simpsonville / Grand View Dr              582,000      1,424,000       2,006,000       109,000
  3/12/99    Taylors / Wade Hampton Blvd               650,000      1,612,000       2,262,000       122,000
  3/12/99    Charleston/Ashley Phosphate B             839,000      2,064,000       2,903,000       154,000
  3/12/99    N. Charleston / Dorchester Rd             380,000        934,000       1,314,000        72,000
  3/12/99    N. Charleston / Dorchester                487,000      1,194,000       1,681,000        93,000
  3/12/99    Charleston / Sam Rittenberg Blvd          555,000      1,365,000       1,920,000       106,000
  3/12/99    Hilton Head / Office Park Rd            1,279,000      3,021,000       4,300,000       223,000
  3/12/99    Columbia / Plumbers Rd                    368,000        941,000       1,309,000        73,000
  3/12/99    Greenville / Pineknoll Rd                 927,000      2,268,000       3,195,000       172,000
  3/12/99    Hilton Head / Yacht Cove Dr             1,182,000      2,824,000       4,006,000       208,000
  3/12/99    Spartanburg / Chesnee Hwy                 533,000      1,338,000       1,871,000       105,000
  3/12/99    Charleston / Ashley River Rd            1,114,000      2,612,000       3,726,000       194,000
  3/12/99    Columbia / Broad River                  1,463,000      3,505,000       4,968,000       264,000
  3/12/99    Charlotte / East Wt Harris Blvd           736,000      1,781,000       2,517,000       138,000
  3/12/99    Charlotte / North Tryon St.               708,000      1,753,000       2,461,000       135,000
  3/12/99    Charlotte / South Blvd                    641,000      1,560,000       2,201,000       121,000
  3/12/99    Kannapolis / Oregon St                    463,000      1,145,000       1,608,000        89,000
  3/12/99    Durham / E. Club Blvd                     947,000      2,271,000       3,218,000       171,000
  3/12/99    Durham / N. Duke St.                      769,000      1,833,000       2,602,000       136,000
</TABLE>
                                      F-60

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  3/12/99    Raleigh / Maitland Dr                           -         679,000       1,585,000         70,000               -
  3/12/99    Greensboro / O'henry Blvd                       -         577,000       1,345,000        107,000               -
  3/12/99    Gastonia / S. York Rd                           -         467,000       1,089,000         82,000               -
  3/12/99    Durham / Kangaroo Dr.                           -       1,102,000       2,572,000        111,000               -
  3/12/99    Pensacola / Brent Lane                          -         402,000         938,000         40,000               -
  3/12/99    Pensacola / Creighton Road                      -         454,000       1,060,000         41,000               -
  3/12/99    Jacksonville / Park Avenue                      -         905,000       2,113,000         77,000               -
  3/12/99    Jacksonville / Phillips Hwy                     -         665,000       1,545,000         81,000               -
  3/12/99    Clearwater / Highland Ave                       -         724,000       1,690,000         58,000               -
  3/12/99    Tarpon Springs / Us Highway 19                  -         892,000       2,081,000         97,000               -
  3/12/99    Orlando /S. Orange Blossom Trail                -       1,229,000       2,867,000         65,000               -
  3/12/99    Casselberry Ii                                  -       1,160,000       2,708,000         57,000               -
  3/12/99    Miami / Nw 14th Street                          -       1,739,000       4,058,000         74,000               -
  3/12/99    Tarpon Springs / Highway 19                     -       1,179,000       2,751,000         56,000               -
  3/12/99    Ft. Myers / Tamiami Trail South                 -         834,000       1,945,000         52,000               -
  3/12/99    Jacksonville / Ft. Caroline Rd.                 -       1,037,000       2,420,000         63,000               -
  3/12/99    Orlando / South Semoran                         -         565,000       1,319,000         34,000               -
  3/12/99    Jacksonville / Southside Blvd.                  -       1,278,000       2,982,000         94,000               -
  3/12/99    Miami / Nw 7th Ave                              -         783,000       1,827,000        103,000               -
  3/12/99    Vero Beach / Us Hwy 1                           -         678,000       1,583,000         48,000               -
  3/12/99    Ponte Vedra / Palm Valley Rd.                   -         745,000       2,749,000        353,000               -
  3/12/99    Miami Lakes / Nw 153rd St.                      -         425,000         992,000         50,000               -
  3/12/99    Deerfield Beach / Sw 10th St.                   -       1,844,000       4,302,000         43,000               -
  3/12/99    Apopka / S. Orange Blossom                      -         307,000         717,000         69,000               -
  3/12/99    Davie / University                              -         313,000       4,379,000        168,000               -
  3/12/99    Arlington / Division                            -         998,000       2,328,000         33,000               -
  3/12/99    Duncanville/S.Cedar Ridge                       -       1,477,000       3,447,000         75,000               -
  3/12/99    Carrollton / Trinity Mills West                 -         530,000       1,237,000         45,000               -
  3/12/99    Houston / Wallisville Rd.                       -         744,000       1,736,000         49,000               -
  3/12/99    Houston / Fondren South                         -         647,000       1,510,000         30,000               -
  3/12/99    Houston / Addicks Satsuma                       -         409,000         954,000         42,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                            Gross Carrying Amount
                                                            At December 31, 2000
    Date                                         --------------------------------------------   Accumulated
  Acquired                Description               Land          Buildings         Total       Depreciation
------------ ---------------------------------   -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  3/12/99    Raleigh / Maitland Dr                    679,000      1,655,000       2,334,000       125,000
  3/12/99    Greensboro / O'henry Blvd                577,000      1,452,000       2,029,000       114,000
  3/12/99    Gastonia / S. York Rd                    467,000      1,171,000       1,638,000        92,000
  3/12/99    Durham / Kangaroo Dr.                  1,102,000      2,683,000       3,785,000       201,000
  3/12/99    Pensacola / Brent Lane                   402,000        978,000       1,380,000        75,000
  3/12/99    Pensacola / Creighton Road               454,000      1,101,000       1,555,000        83,000
  3/12/99    Jacksonville / Park Avenue               905,000      2,190,000       3,095,000       166,000
  3/12/99    Jacksonville / Phillips Hwy              665,000      1,626,000       2,291,000       127,000
  3/12/99    Clearwater / Highland Ave                724,000      1,748,000       2,472,000       134,000
  3/12/99    Tarpon Springs / Us Highway 19           892,000      2,178,000       3,070,000       165,000
  3/12/99    Orlando /S. Orange Blossom Trail       1,229,000      2,932,000       4,161,000       219,000
  3/12/99    Casselberry Ii                         1,160,000      2,765,000       3,925,000       209,000
  3/12/99    Miami / Nw 14th Street                 1,739,000      4,132,000       5,871,000       309,000
  3/12/99    Tarpon Springs / Highway 19            1,179,000      2,807,000       3,986,000       211,000
  3/12/99    Ft. Myers / Tamiami Trail South          834,000      1,997,000       2,831,000       150,000
  3/12/99    Jacksonville / Ft. Caroline Rd.        1,037,000      2,483,000       3,520,000       187,000
  3/12/99    Orlando / South Semoran                  565,000      1,353,000       1,918,000       103,000
  3/12/99    Jacksonville / Southside Blvd.         1,278,000      3,076,000       4,354,000       229,000
  3/12/99    Miami / Nw 7th Ave                       783,000      1,930,000       2,713,000       150,000
  3/12/99    Vero Beach / Us Hwy 1                    678,000      1,631,000       2,309,000       125,000
  3/12/99    Ponte Vedra / Palm Valley Rd.            745,000      3,102,000       3,847,000       242,000
  3/12/99    Miami Lakes / Nw 153rd St.               425,000      1,042,000       1,467,000        80,000
  3/12/99    Deerfield Beach / Sw 10th St.          1,844,000      4,345,000       6,189,000       321,000
  3/12/99    Apopka / S. Orange Blossom               307,000        786,000       1,093,000        63,000
  3/12/99    Davie / University                       313,000      4,547,000       4,860,000       291,000
  3/12/99    Arlington / Division                     998,000      2,361,000       3,359,000       175,000
  3/12/99    Duncanville/S.Cedar Ridge              1,477,000      3,522,000       4,999,000       264,000
  3/12/99    Carrollton / Trinity Mills West          530,000      1,282,000       1,812,000        98,000
  3/12/99    Houston / Wallisville Rd.                744,000      1,785,000       2,529,000       136,000
  3/12/99    Houston / Fondren South                  647,000      1,540,000       2,187,000       117,000
  3/12/99    Houston / Addicks Satsuma                409,000        996,000       1,405,000        79,000
</TABLE>

                                      F-61

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  3/12/99    Addison / Inwood Road                           -       1,204,000       2,808,000         20,000               -
  3/12/99    Houston / Southwest Freeway                     -       1,394,000       3,253,000         67,000               -
  3/12/99    Garland / Jackson Drive                         -         755,000       1,761,000         43,000               -
  3/12/99    Garland / Buckingham Road                       -         492,000       1,149,000         69,000               -
  3/12/99    Houston / South Main                            -       1,461,000       3,409,000         54,000               -
  3/12/99    Plano / Parker Road-Avenue K                    -       1,517,000       3,539,000         64,000               -
  3/12/99    Houston / Bingle Road                           -         576,000       1,345,000         51,000               -
  3/12/99    Houston / Mangum Road                           -         737,000       1,719,000         70,000               -
  3/12/99    Houston / Hayes Road                            -         916,000       2,138,000         26,000               -
  3/12/99    Katy / Dominion Drive                           -         995,000       2,321,000         24,000               -
  3/12/99    Houston / Fm 1960 West                          -         513,000       1,198,000         62,000               -
  3/12/99    Webster / Fm 528 Road                           -         756,000       1,764,000         44,000               -
  3/12/99    Houston / Loch Katrine Lane                     -         580,000       1,352,000         54,000               -
  3/12/99    Houston / Milwee St.                            -         779,000       1,815,000         68,000               -
  3/12/99    Lewisville / Highway 121                        -         688,000       1,605,000         32,000               -
  3/12/99    Richardson / Central Expressway                 -         465,000       1,085,000         33,000               -
  3/12/99    Houston / Hwy 6 South                           -         569,000       1,328,000         30,000               -
  3/12/99    Houston / Westheimer West                       -       1,075,000       2,508,000         27,000               -
  3/12/99    Ft. Worth / Granbury Road                       -         763,000       1,781,000         29,000               -
  3/12/99    Houston / New Castle                            -       2,346,000       5,473,000         33,000               -
  3/12/99    Dallas / Inwood Road                            -       1,478,000       3,448,000         22,000               -
  3/12/99    Fort Worth / Loop 820 North                     -         729,000       1,702,000         40,000               -
  3/12/99    Carrollton / Marsh Lane South                   -       1,353,000       3,156,000         37,000               -
  3/12/99    Dallas / Forest Central Dr                      -         859,000       2,004,000         50,000               -
  3/12/99    Arlington / Cooper St                           -         779,000       1,818,000         23,000               -
  3/12/99    Webster / Highway 3                             -         677,000       1,580,000         41,000               -
  3/12/99    Augusta / Peach Orchard Rd                      -         860,000       2,007,000        195,000               -
  3/12/99    Martinez / Old Petersburg Rd                    -         407,000         950,000         50,000               -
  3/12/99    Jonesboro / Tara Blvd                           -         785,000       1,827,000         69,000               -
  3/12/99    Atlanta / Briarcliff Rd                         -       2,171,000       5,066,000         88,000               -
  3/12/99    Decatur / N Decatur Rd                          -         933,000       2,177,000        104,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  3/12/99    Addison / Inwood Road                   1,204,000      2,828,000       4,032,000       210,000
  3/12/99    Houston / Southwest Freeway             1,394,000      3,320,000       4,714,000       247,000
  3/12/99    Garland / Jackson Drive                   755,000      1,804,000       2,559,000       138,000
  3/12/99    Garland / Buckingham Road                 492,000      1,218,000       1,710,000        98,000
  3/12/99    Houston / South Main                    1,461,000      3,463,000       4,924,000       258,000
  3/12/99    Plano / Parker Road-Avenue K            1,517,000      3,603,000       5,120,000       272,000
  3/12/99    Houston / Bingle Road                     576,000      1,396,000       1,972,000       111,000
  3/12/99    Houston / Mangum Road                     737,000      1,789,000       2,526,000       140,000
  3/12/99    Houston / Hayes Road                      916,000      2,164,000       3,080,000       163,000
  3/12/99    Katy / Dominion Drive                     995,000      2,345,000       3,340,000       176,000
  3/12/99    Houston / Fm 1960 West                    513,000      1,260,000       1,773,000        96,000
  3/12/99    Webster / Fm 528 Road                     756,000      1,808,000       2,564,000       138,000
  3/12/99    Houston / Loch Katrine Lane               580,000      1,406,000       1,986,000       106,000
  3/12/99    Houston / Milwee St.                      779,000      1,883,000       2,662,000       145,000
  3/12/99    Lewisville / Highway 121                  688,000      1,637,000       2,325,000       125,000
  3/12/99    Richardson / Central Expressway           465,000      1,118,000       1,583,000        86,000
  3/12/99    Houston / Hwy 6 South                     569,000      1,358,000       1,927,000       104,000
  3/12/99    Houston / Westheimer West               1,075,000      2,535,000       3,610,000       190,000
  3/12/99    Ft. Worth / Granbury Road                 763,000      1,810,000       2,573,000       138,000
  3/12/99    Houston / New Castle                    2,214,000      5,638,000       7,852,000       403,000
  3/12/99    Dallas / Inwood Road                    1,478,000      3,470,000       4,948,000       258,000
  3/12/99    Fort Worth / Loop 820 North               729,000      1,742,000       2,471,000       131,000
  3/12/99    Carrollton / Marsh Lane South           1,353,000      3,193,000       4,546,000       238,000
  3/12/99    Dallas / Forest Central Dr                859,000      2,054,000       2,913,000       156,000
  3/12/99    Arlington / Cooper St                     779,000      1,841,000       2,620,000       138,000
  3/12/99    Webster / Highway 3                       677,000      1,621,000       2,298,000       123,000
  3/12/99    Augusta / Peach Orchard Rd                860,000      2,202,000       3,062,000       187,000
  3/12/99    Martinez / Old Petersburg Rd              407,000      1,000,000       1,407,000        80,000
  3/12/99    Jonesboro / Tara Blvd                     785,000      1,896,000       2,681,000       144,000
  3/12/99    Atlanta / Briarcliff Rd                 2,171,000      5,154,000       7,325,000       378,000
  3/12/99    Decatur / N Decatur Rd                    933,000      2,281,000       3,214,000       171,000
</TABLE>

                                      F-62

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  3/12/99    Douglasville / Westmoreland                     -         453,000       1,056,000        125,000               -
  3/12/99    Doraville / Mcelroy Rd                          -         827,000       1,931,000         66,000               -
  3/12/99    Roswell / Alpharetta                            -       1,772,000       4,135,000         36,000               -
  3/12/99    Douglasville / Duralee Lane                     -         533,000       1,244,000         64,000               -
  3/12/99    Douglasville / Highway 5                        -         804,000       1,875,000        232,000               -
  3/12/99    Forest Park / Jonesboro                         -         659,000       1,537,000        134,000               -
  3/12/99    Marietta / Whitlock                             -       1,016,000       2,370,000         74,000               -
  3/12/99    Marietta / Cobb Iv                              -         727,000       1,696,000        116,000               -
  3/12/99    Norcross / Jones Mill Rd                        -       1,142,000       2,670,000         65,000               -
  3/12/99    Norcross / Dawson Blvd                          -       1,232,000       2,874,000         94,000               -
  3/12/99    Forest Park / Old Dixie Hwy                     -         895,000       2,070,000        143,000               -
  3/12/99    Decatur / Covington                             -       1,764,000       4,116,000         47,000               -
  3/12/99    Alpharetta / Maxwell Rd                         -       1,075,000       2,509,000         41,000               -
  3/12/99    Alpharetta / N. Main St                         -       1,240,000       2,893,000         40,000               -
  3/12/99    Atlanta / Bolton Rd                             -         866,000       2,019,000         51,000               -
  3/12/99    Riverdale / Georgia Hwy 85                      -       1,075,000       2,508,000         50,000               -
  3/12/99    Kennesaw / Rutledge Road                        -         803,000       1,874,000         72,000               -
  3/12/99    Lawrenceville / Buford Dr.                      -         256,000         597,000         40,000               -
  3/12/99    Hanover Park / W. Lake Street                   -       1,320,000       3,081,000         39,000               -
  3/12/99    Chicago / W. Jarvis Ave                         -         313,000         731,000         66,000               -
  3/12/99    Chicago / N. Broadway St                        -         535,000       1,249,000         63,000               -
  3/12/99    Carol Stream / Phillips Court                   -         829,000       1,780,000         17,000               -
  3/12/99    Winfield / Roosevelt Road                       -       1,109,000       2,587,000         55,000               -
  3/12/99    Schaumburg / S. Roselle Road                    -         659,000       1,537,000         44,000               -
  3/12/99    Tinley Park / Brennan Hwy                       -         771,000       1,799,000         45,000               -
  3/12/99    Schaumburg / Palmer Drive                       -       1,333,000       3,111,000         62,000               -
  3/12/99    Geneva / Gary Ave                               -       1,072,000       2,501,000         22,000               -
  3/12/99    Naperville / Lasalle Ave                        -       1,501,000       3,502,000         71,000               -
  3/12/99    Mobile / Hillcrest Road                         -         554,000       1,293,000         50,000               -
  3/12/99    Mobile / Azalea Road                            -         517,000       1,206,000         57,000               -
  3/12/99    Mobile / Moffat Road                            -         537,000       1,254,000         67,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  3/12/99    Douglasville / Westmoreland               453,000      1,181,000       1,634,000        84,000
  3/12/99    Doraville / Mcelroy Rd                    827,000      1,997,000       2,824,000       152,000
  3/12/99    Roswell / Alpharetta                    1,772,000      4,171,000       5,943,000       307,000
  3/12/99    Douglasville / Duralee Lane               533,000      1,308,000       1,841,000        99,000
  3/12/99    Douglasville / Highway 5                  804,000      2,107,000       2,911,000       151,000
  3/12/99    Forest Park / Jonesboro                   659,000      1,671,000       2,330,000       124,000
  3/12/99    Marietta / Whitlock                     1,016,000      2,444,000       3,460,000       180,000
  3/12/99    Marietta / Cobb Iv                        727,000      1,812,000       2,539,000       138,000
  3/12/99    Norcross / Jones Mill Rd                1,142,000      2,735,000       3,877,000       205,000
  3/12/99    Norcross / Dawson Blvd                  1,232,000      2,968,000       4,200,000       218,000
  3/12/99    Forest Park / Old Dixie Hwy               895,000      2,213,000       3,108,000       166,000
  3/12/99    Decatur / Covington                     1,764,000      4,163,000       5,927,000       310,000
  3/12/99    Alpharetta / Maxwell Rd                 1,075,000      2,550,000       3,625,000       190,000
  3/12/99    Alpharetta / N. Main St                 1,240,000      2,933,000       4,173,000       217,000
  3/12/99    Atlanta / Bolton Rd                       866,000      2,070,000       2,936,000       154,000
  3/12/99    Riverdale / Georgia Hwy 85              1,075,000      2,558,000       3,633,000       192,000
  3/12/99    Kennesaw / Rutledge Road                  803,000      1,946,000       2,749,000       150,000
  3/12/99    Lawrenceville / Buford Dr.                256,000        637,000         893,000        52,000
  3/12/99    Hanover Park / W. Lake Street           1,320,000      3,120,000       4,440,000       232,000
  3/12/99    Chicago / W. Jarvis Ave                   313,000        797,000       1,110,000        66,000
  3/12/99    Chicago / N. Broadway St                  535,000      1,312,000       1,847,000       107,000
  3/12/99    Carol Stream / Phillips Court             829,000      1,797,000       2,626,000       135,000
  3/12/99    Winfield / Roosevelt Road               1,109,000      2,642,000       3,751,000       196,000
  3/12/99    Schaumburg / S. Roselle Road              659,000      1,581,000       2,240,000       121,000
  3/12/99    Tinley Park / Brennan Hwy                 771,000      1,844,000       2,615,000       141,000
  3/12/99    Schaumburg / Palmer Drive               1,333,000      3,173,000       4,506,000       237,000
  3/12/99    Geneva / Gary Ave                       1,072,000      2,523,000       3,595,000       189,000
  3/12/99    Naperville / Lasalle Ave                1,501,000      3,573,000       5,074,000       272,000
  3/12/99    Mobile / Hillcrest Road                   554,000      1,343,000       1,897,000       104,000
  3/12/99    Mobile / Azalea Road                      517,000      1,263,000       1,780,000        93,000
  3/12/99    Mobile / Moffat Road                      537,000      1,321,000       1,858,000       100,000
</TABLE>

                                      F-63

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  3/12/99    Mobile / Grelot Road                            -         804,000       1,877,000         62,000               -
  3/12/99    Mobile / Government Blvd                        -         407,000         950,000         47,000               -
  3/12/99    New Orleans / Tchoupitoulas                     -       1,092,000       2,548,000         82,000               -
  3/12/99    Louisville / Breckenridge Lane                  -         581,000       1,356,000         41,000               -
  3/12/99    Louisville                                      -         554,000       1,292,000         54,000               -
  3/12/99    Louisville / Poplar Level                       -         463,000       1,080,000         46,000               -
  3/12/99    Chesapeake / Western Branch                     -       1,274,000       2,973,000         60,000               -
  3/12/99    Centreville / Lee Hwy                           -       1,650,000       3,851,000         58,000               -
  3/12/99    Sterling / S. Sterling Blvd                     -       1,282,000       2,992,000         47,000               -
  3/12/99    Manassas / Sudley Road                          -         776,000       1,810,000         51,000               -
  3/12/99    Longmont / Wedgewood Ave                        -         717,000       1,673,000         23,000               -
  3/12/99    Fort Collins / So.College Ave                   -         745,000       1,739,000         31,000               -
  3/12/99    Colo Sprngs / Parkmoor Village                  -         620,000       1,446,000         21,000               -
  3/12/99    Colo Sprngs / Van Teylingen                     -       1,216,000       2,837,000         46,000               -
  3/12/99    Denver / So. Clinton St.                        -         462,000       1,609,000         36,000               -
  3/12/99    Denver / Washington St.                         -         795,000       1,846,000         47,000               -
  3/12/99    Colo Sprngs / Centennial Blvd                   -       1,352,000       3,155,000         16,000               -
  3/12/99    Colo Sprngs / Astrozon Court                    -         810,000       1,889,000         62,000               -
  3/12/99    Arvada / 64th Ave                               -         671,000       1,566,000         26,000               -
  3/12/99    Golden / Simms Street                           -         918,000       2,143,000         65,000               -
  3/12/99    Lawrence / Haskell Ave                          -         636,000       1,484,000         31,000               -
  3/12/99    Overland Park / Hemlock St                      -       1,168,000       2,725,000         32,000               -
  3/12/99    Lenexa / Long St.                               -         720,000       1,644,000         17,000               -
  3/12/99    Shawnee / Hedge Lane Terrace                    -         570,000       1,331,000         42,000               -
  3/12/99    Mission / Foxridge Dr                           -       1,657,000       3,864,000         54,000               -
  3/12/99    Milwaukee / W. Dean Road                        -       1,362,000       3,163,000        187,000               -
  3/12/99    Columbus / Morse Road                           -       1,415,000       3,302,000        114,000               -
  3/12/99    Milford / Branch Hill                           -         527,000       1,229,000         36,000               -
  3/12/99    Fairfield / Dixie                               -         519,000       1,211,000         31,000               -
  3/12/99    Cincinnati / Western Hills                      -         758,000       1,769,000         48,000               -
  3/12/99    Austin / N. Mopac Expressway                    -         865,000       2,791,000         16,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  3/12/99    Mobile / Grelot Road                      804,000      1,939,000       2,743,000       145,000
  3/12/99    Mobile / Government Blvd                  407,000        997,000       1,404,000        77,000
  3/12/99    New Orleans / Tchoupitoulas             1,092,000      2,630,000       3,722,000       193,000
  3/12/99    Louisville / Breckenridge Lane            581,000      1,397,000       1,978,000       106,000
  3/12/99    Louisville                                554,000      1,346,000       1,900,000        99,000
  3/12/99    Louisville / Poplar Level                 463,000      1,126,000       1,589,000        85,000
  3/12/99    Chesapeake / Western Branch             1,274,000      3,033,000       4,307,000       227,000
  3/12/99    Centreville / Lee Hwy                   1,650,000      3,909,000       5,559,000       292,000
  3/12/99    Sterling / S. Sterling Blvd             1,282,000      3,039,000       4,321,000       226,000
  3/12/99    Manassas / Sudley Road                    776,000      1,861,000       2,637,000       140,000
  3/12/99    Longmont / Wedgewood Ave                  717,000      1,696,000       2,413,000       127,000
  3/12/99    Fort Collins / So.College Ave             745,000      1,770,000       2,515,000       133,000
  3/12/99    Colo Sprngs / Parkmoor Village            620,000      1,467,000       2,087,000       111,000
  3/12/99    Colo Sprngs / Van Teylingen             1,216,000      2,883,000       4,099,000       212,000
  3/12/99    Denver / So. Clinton St.                  462,000      1,645,000       2,107,000       106,000
  3/12/99    Denver / Washington St.                   795,000      1,893,000       2,688,000       145,000
  3/12/99    Colo Sprngs / Centennial Blvd           1,352,000      3,171,000       4,523,000       234,000
  3/12/99    Colo Sprngs / Astrozon Court              810,000      1,951,000       2,761,000       144,000
  3/12/99    Arvada / 64th Ave                         671,000      1,592,000       2,263,000       119,000
  3/12/99    Golden / Simms Street                     918,000      2,208,000       3,126,000       166,000
  3/12/99    Lawrence / Haskell Ave                    636,000      1,515,000       2,151,000       115,000
  3/12/99    Overland Park / Hemlock St              1,168,000      2,757,000       3,925,000       204,000
  3/12/99    Lenexa / Long St.                         720,000      1,661,000       2,381,000       124,000
  3/12/99    Shawnee / Hedge Lane Terrace              570,000      1,373,000       1,943,000       103,000
  3/12/99    Mission / Foxridge Dr                   1,657,000      3,918,000       5,575,000       288,000
  3/12/99    Milwaukee / W. Dean Road                1,362,000      3,350,000       4,712,000       254,000
  3/12/99    Columbus / Morse Road                   1,415,000      3,416,000       4,831,000       259,000
  3/12/99    Milford / Branch Hill                     527,000      1,265,000       1,792,000        98,000
  3/12/99    Fairfield / Dixie                         519,000      1,242,000       1,761,000        95,000
  3/12/99    Cincinnati / Western Hills                758,000      1,817,000       2,575,000       136,000
  3/12/99    Austin / N. Mopac Expressway              865,000      2,807,000       3,672,000       165,000
</TABLE>

                                      F-64

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  3/12/99    Atlanta / Dunwoody Place                        -       1,410,000       3,296,000        151,000               -
  3/12/99    Kennedale/Bowman Sprgs                          -         425,000         991,000         33,000               -
  3/12/99    Colo Sprngs/N.Powers                            -       1,124,000       2,622,000         99,000               -
  3/12/99    St. Louis/S. Third St                           -         206,000         480,000          9,000               -
  3/12/99    Orlando / L.B. Mcleod Road                      -         521,000       1,217,000         22,000               -
  3/12/99    Jacksonville / Roosevelt Blvd.                  -         851,000       1,986,000        135,000               -
  3/12/99    Miami-Kendall / Sw 84th Street                  -         935,000       2,180,000         50,000               -
  3/12/99    North Miami Beach / 69th St                     -       1,594,000       3,720,000         61,000               -
  3/12/99    Miami Beach / Dade Blvd                         -         962,000       2,245,000         41,000               -
  3/12/99    Chicago / N. Natchez Ave                        -       1,684,000       3,930,000         70,000               -
  3/12/99    Chicago / W. Cermak Road                        -       1,294,000       3,019,000        270,000               -
  3/12/99    Kansas City / State Ave                         -         645,000       1,505,000         63,000               -
  3/12/99    Lenexa / Santa Fe Trail Road                    -         713,000       1,663,000         53,000               -
  3/12/99    Waukesha / Foster Court                         -         765,000       1,785,000         25,000               -
  3/12/99    Chicago / West 47th St.                         -         705,000       1,645,000         26,000               -
  3/12/99    Carol Stream / S. Main Place                    -       1,320,000       3,079,000         63,000               -
  3/12/99    Carpentersville /N. Western Ave                 -         911,000       2,120,000         48,000               -
  3/12/99    Elgin / E. Chicago St.                          -         570,000       2,163,000         42,000               -
  3/12/99    Elgin / Big Timber Road                         -       1,347,000       3,253,000        139,000               -
  3/12/99    Chicago / S. Pulaski Road                       -         458,000       2,118,000        205,000               -
  3/12/99    Aurora / Business 30                            -         900,000       2,097,000         48,000               -
  3/12/99    River Grove / N. 5th Ave.                       -       1,094,000       2,552,000        213,000               -
  3/12/99    St. Charles / E. Main St.                       -         951,000       2,220,000        191,000               -
  3/12/99    Streamwood / Old Church Road                    -         855,000       1,991,000         24,000               -
  3/12/99    Mt. Prospect / Central Road                     -         802,000       1,847,000         82,000               -
  3/31/99    Forest Park                                     -         270,000       3,378,000        966,000               -
   4/1/99    Fresno                                     61,000          44,000         206,000      (318,000)         804,000
   5/1/99    Stockton                                  222,000         151,000         402,000      (257,000)       2,017,000
  6/30/99    Winter Park/N. Semor                            -         342,000         638,000        345,000         737,000
  6/30/99    N. Richland Hills/Da                            -         455,000         769,000        188,000         824,000
  6/30/99    Rolling Meadows/Lois                            -         441,000         849,000        257,000         898,000
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  3/12/99    Atlanta / Dunwoody Place                1,410,000      3,447,000       4,857,000       207,000
  3/12/99    Kennedale/Bowman Sprgs                    425,000      1,024,000       1,449,000        77,000
  3/12/99    Colo Sprngs/N.Powers                    1,124,000      2,721,000       3,845,000       201,000
  3/12/99    St. Louis/S. Third St                     206,000        489,000         695,000        39,000
  3/12/99    Orlando / L.B. Mcleod Road                521,000      1,239,000       1,760,000        94,000
  3/12/99    Jacksonville / Roosevelt Blvd.            851,000      2,121,000       2,972,000       156,000
  3/12/99    Miami-Kendall / Sw 84th Street            935,000      2,230,000       3,165,000       168,000
  3/12/99    North Miami Beach / 69th St             1,594,000      3,781,000       5,375,000       284,000
  3/12/99    Miami Beach / Dade Blvd                   962,000      2,286,000       3,248,000       171,000
  3/12/99    Chicago / N. Natchez Ave                1,684,000      4,000,000       5,684,000       295,000
  3/12/99    Chicago / W. Cermak Road                1,294,000      3,289,000       4,583,000       270,000
  3/12/99    Kansas City / State Ave                   645,000      1,568,000       2,213,000       116,000
  3/12/99    Lenexa / Santa Fe Trail Road              713,000      1,716,000       2,429,000       126,000
  3/12/99    Waukesha / Foster Court                   765,000      1,810,000       2,575,000       138,000
  3/12/99    Chicago / West 47th St.                   705,000      1,671,000       2,376,000       126,000
  3/12/99    Carol Stream / S. Main Place            1,320,000      3,142,000       4,462,000       236,000
  3/12/99    Carpentersville /N. Western Ave           911,000      2,168,000       3,079,000       165,000
  3/12/99    Elgin / E. Chicago St.                    570,000      2,205,000       2,775,000       152,000
  3/12/99    Elgin / Big Timber Road                 1,347,000      3,392,000       4,739,000       255,000
  3/12/99    Chicago / S. Pulaski Road                 458,000      2,323,000       2,781,000       133,000
  3/12/99    Aurora / Business 30                      900,000      2,145,000       3,045,000       162,000
  3/12/99    River Grove / N. 5th Ave.               1,130,000      2,729,000       3,859,000       285,000
  3/12/99    St. Charles / E. Main St.                 982,000      2,380,000       3,362,000       249,000
  3/12/99    Streamwood / Old Church Road              855,000      2,015,000       2,870,000       152,000
  3/12/99    Mt. Prospect / Central Road               802,000      1,929,000       2,731,000       147,000
  3/31/99    Forest Park                               270,000      4,344,000       4,614,000       873,000
   4/1/99    Fresno                                    326,000        410,000         736,000       424,000
   5/1/99    Stockton                                  796,000      1,517,000       2,313,000       696,000
  6/30/99    Winter Park/N. Semor                      426,000      1,636,000       2,062,000        78,000
  6/30/99    N. Richland Hills/Da                      568,000      1,668,000       2,236,000        79,000
  6/30/99    Rolling Meadows/Lois                      550,000      1,895,000       2,445,000        89,000
</TABLE>

                                      F-65

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  6/30/99    Gresham/Burnside Cou                            -         354,000         544,000        173,000         629,000
  6/30/99    Jacksonville/Univers                            -         211,000         741,000        177,000         702,000
  6/30/99    Irving/W. Airport Fw                            -         419,000         960,000        166,000         935,000
  6/30/99    Houston/Highway 6 So                            -         751,000       1,006,000        266,000       1,136,000
  6/30/99    Concord/Arnold Indus                            -         827,000       1,553,000        244,000       1,567,000
  6/30/99    Rockville/Gude Drive                            -         602,000         768,000        265,000         933,000
  6/30/99    Bradenton/Cortez Roa                            -         476,000         885,000        187,000         912,000
  6/30/99    San Antonio/Nw Loop                             -         511,000         786,000        147,000         846,000
  6/30/99    Anaheim / La Palma                              -       1,378,000         851,000        159,000       1,231,000
  6/30/99    Spring Valley/Sweetw                            -         271,000         380,000         71,000         418,000
  6/30/99    Ft. Myers/Tamiami Tr                            -         948,000         962,000        254,000       1,209,000
  6/30/99    Littleton/Centennial                            -         421,000         804,000        144,000         806,000
  6/30/99    Newark/Cedar Blvd  (                            -         729,000         971,000        179,000       1,064,000
  6/30/99    Falls Church/Columbi                            -         901,000         975,000        180,000       1,139,000
  6/30/99    Fairfax / Lee Highwa                            -         586,000       1,078,000        213,000       1,104,000
  6/30/99    Wheat Ridge / W. 44t                            -         480,000         789,000        157,000         822,000
  6/30/99    Huntington Bch/Gotha                            -         952,000         890,000        175,000       1,101,000
  6/30/99    Fort Worth/Mc Cart A                            -         372,000         942,000        144,000         875,000
  6/30/99    San Diego/Clairemont                            -       1,601,000       2,035,000        297,000       2,221,000
  6/30/99    Houston/Millridge N.                            -       1,160,000       1,983,000        157,000       1,930,000
  6/30/99    Woodbridge/Jefferson                            -         840,000       1,689,000        182,000       1,612,000
  6/30/99    Mountainside   (Was                             -       1,260,000       1,237,000        279,000       1,535,000
  6/30/99    Woodbridge / Davis F                            -       1,796,000       1,623,000        237,000       1,963,000
  6/30/99    Huntington Bch/Bolsa                            -       1,026,000       1,437,000         85,000       1,459,000
  6/30/99    Edison / Old Post Ro                            -         498,000       1,267,000        191,000       1,176,000
  6/30/99    Northridge/Parthenia                            -       1,848,000       1,486,000        133,000       1,851,000
  6/30/99    Brick Township/Brick                            -         590,000       1,431,000        222,000       1,360,000
  6/30/99    Stone Mountain/Rockb                            -       1,233,000         288,000        264,000         850,000
  6/30/99    Hyattsville / Chillu                            -         768,000       2,186,000        171,000       1,901,000
  6/30/99    Union City / Alvarad                            -         992,000       1,776,000        177,000       1,724,000
  6/30/99    Oak Park / Greenfiel                            -         621,000       1,735,000        114,000       1,486,000
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  6/30/99    Gresham/Burnside Cou                      441,000      1,259,000       1,700,000        59,000
  6/30/99    Jacksonville/Univers                      263,000      1,568,000       1,831,000        73,000
  6/30/99    Irving/W. Airport Fw                      523,000      1,957,000       2,480,000        90,000
  6/30/99    Houston/Highway 6 So                      936,000      2,223,000       3,159,000        98,000
  6/30/99    Concord/Arnold Indus                    1,031,000      3,160,000       4,191,000       145,000
  6/30/99    Rockville/Gude Drive                      750,000      1,818,000       2,568,000        77,000
  6/30/99    Bradenton/Cortez Roa                      593,000      1,867,000       2,460,000        87,000
  6/30/99    San Antonio/Nw Loop                       637,000      1,653,000       2,290,000        75,000
  6/30/99    Anaheim / La Palma                      1,718,000      1,901,000       3,619,000        79,000
  6/30/99    Spring Valley/Sweetw                      338,000        802,000       1,140,000        37,000
  6/30/99    Ft. Myers/Tamiami Tr                    1,182,000      2,191,000       3,373,000        98,000
  6/30/99    Littleton/Centennial                      525,000      1,650,000       2,175,000        72,000
  6/30/99    Newark/Cedar Blvd  (                      909,000      2,034,000       2,943,000        86,000
  6/30/99    Falls Church/Columbi                    1,124,000      2,071,000       3,195,000        87,000
  6/30/99    Fairfax / Lee Highwa                      731,000      2,250,000       2,981,000        95,000
  6/30/99    Wheat Ridge / W. 44t                      598,000      1,650,000       2,248,000        70,000
  6/30/99    Huntington Bch/Gotha                    1,187,000      1,931,000       3,118,000        83,000
  6/30/99    Fort Worth/Mc Cart A                      463,000      1,870,000       2,333,000        68,000
  6/30/99    San Diego/Clairemont                    1,996,000      4,158,000       6,154,000       163,000
  6/30/99    Houston/Millridge N.                    1,446,000      3,784,000       5,230,000       152,000
  6/30/99    Woodbridge/Jefferson                    1,047,000      3,276,000       4,323,000       126,000
  6/30/99    Mountainside   (Was                     1,571,000      2,740,000       4,311,000       113,000
  6/30/99    Woodbridge / Davis F                    2,239,000      3,380,000       5,619,000       130,000
  6/30/99    Huntington Bch/Bolsa                    1,279,000      2,728,000       4,007,000       112,000
  6/30/99    Edison / Old Post Ro                      621,000      2,511,000       3,132,000        99,000
  6/30/99    Northridge/Parthenia                    2,304,000      3,014,000       5,318,000       107,000
  6/30/99    Brick Township/Brick                      735,000      2,868,000       3,603,000       101,000
  6/30/99    Stone Mountain/Rockb                    1,537,000      1,098,000       2,635,000        36,000
  6/30/99    Hyattsville / Chillu                      958,000      4,068,000       5,026,000       138,000
  6/30/99    Union City / Alvarad                    1,237,000      3,432,000       4,669,000       118,000
  6/30/99    Oak Park / Greenfiel                      774,000      3,182,000       3,956,000       104,000
</TABLE>

                                      F-66

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  6/30/99    Tujunga/Foothill Blv                            -       1,746,000       2,383,000         99,000       2,395,000
   7/1/99    Pantego/W. Pioneer Pkwy                         -         432,000       1,228,000         31,000               -
   7/1/99    Nashville/Lafayette St                          -         486,000       1,135,000        102,000               -
   7/1/99    Nashville/Metroplex Dr                          -         380,000         886,000         54,000               -
   7/1/99    Madison / Myatt Dr                              -         441,000       1,028,000         60,000               -
   7/1/99    Hixson / Highway 153                            -         488,000       1,138,000         53,000               -
   7/1/99    Hixson / Gadd Rd                                -         207,000         484,000        139,000               -
   7/1/99    Red Bank / Harding Rd                           -         452,000       1,056,000         79,000               -
   7/1/99    Nashville/Welshwood Dr                          -         934,000       2,179,000         84,000               -
   7/1/99    Madison/Williams Ave                            -       1,318,000       3,076,000        127,000               -
   7/1/99    Nashville/Mcnally Dr                            -         884,000       2,062,000        236,000               -
   7/1/99    Hermitage/Central Ct                            -         646,000       1,508,000         61,000               -
   7/1/99    Antioch/Cane Ridge Rd                           -         353,000         823,000         79,000               -
   9/1/99    Charlotte / Ashley Road                         -         664,000       1,551,000         19,000               -
   9/1/99    Raleigh / Capital Blvd                          -         927,000       2,166,000         48,000               -
   9/1/99    Charlotte / South Blvd.                         -         734,000       1,715,000         23,000               -
   9/1/99    Greensboro/W.Market St.                         -         603,000       1,409,000         40,000               -
  10/8/99    Belmont / O'neill Ave                           -         869,000       4,582,000        290,000               -
  11/15/99   Memphis / Poplar Ave                            -       1,631,000       3,062,000         45,000               -
  12/1/99    Matthews/Matthews                               -         937,000       3,155,000         25,000               -
  12/17/99   Dallas / Swiss Ave                              -       1,862,000       4,344,000        226,000               -
  12/30/99   Oak Park/Greenfield Rd & 8 Mile                 -       1,184,000       2,826,000        817,000               -
  12/30/99   Santa Ana / Macarthur                           -       2,657,000       3,167,000         65,000               -
  12/30/99   Tamarac Parkway - Denver, CO                    -       1,902,000       4,467,000        811,000               -
  1/21/00    Hanover Park                                    -         262,000       3,245,000          2,000               -
  1/25/00    Memphis / N.Germantwn Pkw                       -         884,000       3,012,000          8,000               -
  1/31/00    Rowland Heights/Walnut B                        -         681,000       1,589,000         83,000               -
   2/8/00    Lewisville / Justin Rd                          -         529,000       2,812,000         16,000               -
  2/28/00    Plano / Avenue K                                -       2,064,000      10,407,000         27,000               -
  3/31/00    Pineville                                       -       2,197,000       3,293,000         17,000               -
   4/1/00    Hyattsville(Edmonson)                           -       1,036,000       2,653,000          9,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  6/30/99    Tujunga/Foothill Blv                    2,177,000      4,446,000       6,623,000       117,000
   7/1/99    Pantego/W. Pioneer Pkwy                   432,000      1,259,000       1,691,000       (7,000)
   7/1/99    Nashville/Lafayette St                    486,000      1,237,000       1,723,000        96,000
   7/1/99    Nashville/Metroplex Dr                    380,000        940,000       1,320,000        74,000
   7/1/99    Madison / Myatt Dr                        441,000      1,088,000       1,529,000        84,000
   7/1/99    Hixson / Highway 153                      488,000      1,191,000       1,679,000        91,000
   7/1/99    Hixson / Gadd Rd                          207,000        623,000         830,000        46,000
   7/1/99    Red Bank / Harding Rd                     452,000      1,135,000       1,587,000        88,000
   7/1/99    Nashville/Welshwood Dr                    934,000      2,263,000       3,197,000       173,000
   7/1/99    Madison/Williams Ave                    1,318,000      3,203,000       4,521,000       239,000
   7/1/99    Nashville/Mcnally Dr                      884,000      2,298,000       3,182,000       171,000
   7/1/99    Hermitage/Central Ct                      646,000      1,569,000       2,215,000       121,000
   7/1/99    Antioch/Cane Ridge Rd                     353,000        902,000       1,255,000        69,000
   9/1/99    Charlotte / Ashley Road                   686,000      1,548,000       2,234,000        62,000
   9/1/99    Raleigh / Capital Blvd                    957,000      2,184,000       3,141,000        87,000
   9/1/99    Charlotte / South Blvd.                   758,000      1,714,000       2,472,000        69,000
   9/1/99    Greensboro/W.Market St.                   623,000      1,429,000       2,052,000        58,000
  10/8/99    Belmont / O'neill Ave                     898,000      4,843,000       5,741,000       190,000
  11/15/99   Memphis / Poplar Ave                    1,631,000      3,107,000       4,738,000       129,000
  12/1/99    Matthews/Matthews                         937,000      3,180,000       4,117,000       112,000
  12/17/99   Dallas / Swiss Ave                      1,923,000      4,509,000       6,432,000       133,000
  12/30/99   Oak Park/Greenfield Rd & 8 Mile         1,223,000      3,604,000       4,827,000        95,000
  12/30/99   Santa Ana / Macarthur                   2,657,000      3,232,000       5,889,000       116,000
  12/30/99   Tamarac Parkway - Denver, CO            1,890,000      5,290,000       7,180,000       214,000
  1/21/00    Hanover Park                              262,000      3,247,000       3,509,000        29,000
  1/25/00    Memphis / N.Germantwn Pkw                 884,000      3,020,000       3,904,000        91,000
  1/31/00    Rowland Heights/Walnut B                  703,000      1,650,000       2,353,000       383,000
   2/8/00    Lewisville / Justin Rd                    529,000      2,828,000       3,357,000        81,000
  2/28/00    Plano / Avenue K                        2,064,000     10,434,000      12,498,000       554,000
  3/31/00    Pineville                               2,197,000      3,310,000       5,507,000        64,000
   4/1/00    Hyattsville(Edmonson)                   1,036,000      2,662,000       3,698,000        63,000
</TABLE>

                                      F-67

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  4/29/00    St.Louis/Ellisville Twn C                       -         765,000       4,397,000          6,000               -
   5/2/00    Mill Valley                                     -       1,412,000       3,294,000          4,000               -
   5/2/00    Culver City                                     -       2,439,000       5,689,000         16,000               -
  5/26/00    Phoenix / N. 35th Ave                           -         860,000       2,959,000          6,000               -
   6/5/00    Mount Sinai / Route 25a                         -         950,000       3,318,000          6,000               -
  6/30/00    San Antonio/Broadway St                         -       1,131,000       4,558,000         11,000               -
  6/30/00    Pinellas Park / Park Blvd                       -         526,000       2,408,000          5,000               -
  7/13/00    Lincolnwood                                     -       1,598,000       3,729,000         32,000               -
  7/17/00    New Orleans/Lapalco&Broad                       -       1,026,000       3,113,000          5,000               -
  7/29/00    Tracy/1615& 1650 W.11th S                       -       1,745,000       4,189,000         10,000               -
  8/23/00    Parsppny(Morris Plains/Rt                       -       1,501,000       4,147,000          6,000               -
  8/31/00    Florissant/New Halls Fry                        -         800,000       4,222,000          6,000               -
  8/31/00    Orange, CA                                      -         661,000       1,542,000          2,000               -
   9/1/00    Bayshore, NY                                    -       1,277,000       2,980,000         17,000               -
   9/1/00    Los Angeles, CA                                 -         590,000       1,376,000          7,000               -
  9/13/00    Merrillville/Broadway                           -         343,000       2,459,000          5,000               -
  9/15/00    Gardena / W. El Segundo                         -       1,532,000       3,424,000          3,000               -
  9/15/00    Chicago / Ashland Avenue                        -         850,000       4,880,000          6,000               -
  9/15/00    Oakland / Macarthur                             -         678,000       2,751,000         15,000               -
  9/15/00    Alexandria / Pickett Ii                         -       2,743,000       6,198,000         14,000               -
  9/15/00    Royal Oak / Coolidge Highway                    -       1,062,000       2,576,000         11,000               -
  9/15/00    Hawthorne / Crenshaw Blvd.                      -       1,079,000       2,913,000          2,000               -
  9/15/00    Rockaway / U.S. Route 46                        -       2,424,000       4,945,000         12,000               -
  9/15/00    Evanston / Greenbay                             -         846,000       4,436,000          4,000               -
  9/15/00    Los Angeles / Coliseum                          -       3,109,000       4,013,000          4,000               -
  9/15/00    Bethpage / Hempstead Turnpike                   -       2,899,000       5,457,000         42,000               -
  9/15/00    Northport / Fort Salonga Road                   -       2,999,000       5,698,000          8,000               -
  9/15/00    Brooklyn / St. Johns Place                      -       3,492,000       6,026,000         28,000               -
  9/15/00    Lake Ronkonkoma / Portion Rd.                   -         937,000       4,199,000         14,000               -
  9/15/00    Tampa/Gunn Hwy                                  -       1,843,000       4,300,000          6,000               -
  9/18/00    Tampa/N. Del Mabry                              -       2,204,000       5,148,000          7,000               -
</TABLE>

<TABLE>
<CAPTION>


                                                             Gross Carrying Amount
                                                             At December 31, 2000
    Date                                          --------------------------------------------   Accumulated
  Acquired                Description                Land          Buildings         Total       Depreciation
------------ ---------------------------------    -------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  4/29/00    St.Louis/Ellisville Twn C                 765,000      4,403,000       5,168,000        90,000
   5/2/00    Mill Valley                             1,412,000      3,298,000       4,710,000        75,000
   5/2/00    Culver City                             2,439,000      5,705,000       8,144,000       130,000
  5/26/00    Phoenix / N. 35th Ave                     860,000      2,965,000       3,825,000        54,000
   6/5/00    Mount Sinai / Route 25a                   950,000      3,324,000       4,274,000        57,000
  6/30/00    San Antonio/Broadway St                 1,131,000      4,569,000       5,700,000        72,000
  6/30/00    Pinellas Park / Park Blvd                 526,000      2,413,000       2,939,000        41,000
  7/13/00    Lincolnwood                             1,598,000      3,761,000       5,359,000        64,000
  7/17/00    New Orleans/Lapalco&Broad               1,026,000      3,118,000       4,144,000        43,000
  7/29/00    Tracy/1615& 1650 W.11th S               1,745,000      4,199,000       5,944,000        57,000
  8/23/00    Parsppny(Morris Plains/Rt               1,501,000      4,153,000       5,654,000        56,000
  8/31/00    Florissant/New Halls Fry                  800,000      4,228,000       5,028,000        43,000
  8/31/00    Orange, CA                                661,000      1,544,000       2,205,000        15,000
   9/1/00    Bayshore, NY                            1,277,000      2,997,000       4,274,000        41,000
   9/1/00    Los Angeles, CA                           590,000      1,383,000       1,973,000        18,000
  9/13/00    Merrillville/Broadway                     343,000      2,464,000       2,807,000        25,000
  9/15/00    Gardena / W. El Segundo                 1,532,000      3,427,000       4,959,000        23,000
  9/15/00    Chicago / Ashland Avenue                  850,000      4,886,000       5,736,000        36,000
  9/15/00    Oakland / Macarthur                       678,000      2,766,000       3,444,000        18,000
  9/15/00    Alexandria / Pickett Ii                 2,743,000      6,212,000       8,955,000        36,000
  9/15/00    Royal Oak / Coolidge Highway            1,062,000      2,587,000       3,649,000        16,000
  9/15/00    Hawthorne / Crenshaw Blvd.              1,079,000      2,915,000       3,994,000        18,000
  9/15/00    Rockaway / U.S. Route 46                2,424,000      4,957,000       7,381,000        30,000
  9/15/00    Evanston / Greenbay                       846,000      4,440,000       5,286,000        27,000
  9/15/00    Los Angeles / Coliseum                  3,109,000      4,017,000       7,126,000        23,000
  9/15/00    Bethpage / Hempstead Turnpike           2,899,000      5,499,000       8,398,000        30,000
  9/15/00    Northport / Fort Salonga Road           2,999,000      5,706,000       8,705,000        31,000
  9/15/00    Brooklyn / St. Johns Place              3,492,000      6,054,000       9,546,000        36,000
  9/15/00    Lake Ronkonkoma / Portion Rd.             937,000      4,213,000       5,150,000        22,000
  9/15/00    Tampa/Gunn Hwy                          1,843,000      4,306,000       6,149,000        28,000
  9/18/00    Tampa/N. Del Mabry                      2,204,000      5,155,000       7,359,000       798,000
</TABLE>

                                      F-68

<PAGE>
<TABLE>
<CAPTION>
                                                                                                                Adjustments
                                                                                                                  Resulting
                                                                         Initial Cost                             from the
                                                                    --------------------------      Costs        Acquisition
    Date                                                                          Buildings &     Subsequent     of Minority
  Acquired                Description             Encumbrances        Land       Improvements   to Acquisition    interests
------------ ---------------------------------    ------------      -----------  -------------  --------------- -------------
<S>                                                  <C>             <C>             <C>           <C>              <C>
  9/30/00    Marietta/Kennestone& Hwy5                       -         622,000       3,388,000          4,000               -
  9/30/00    Lilburn/Indian Trail                            -       1,695,000       5,170,000          5,000               -
  11/15/00   Largo/Missouri, FL                              -       1,092,000       3,726,000          5,000               -
  11/21/00   St. Louis/Wilson                                -       1,608,000       3,913,000          3,000               -
  12/21/00   Houston, TX (7715 Katy Frwy)                    -       2,274,000       5,307,000          4,000               -
  12/21/00   Houston, TX (10801 Katy Frwy)                   -       1,664,000       3,883,000          3,000               -
  12/21/00   Houston, TX (Main St)                           -       1,681,000       3,923,000          3,000               -
  12/21/00   Houston, TX (W. Loop/S. Frwy)                   -       2,036,000       4,750,000          4,000               -
  12/29/00   Chicago, IL                                     -       1,946,000       4,583,000              -               -
  12/29/00   Gardena                                         -       4,223,000       1,550,000              -               -
  12/29/00   Raleigh/Glenwood                                -       1,545,000       3,257,000              -               -
  12/29/00   Frazier, PA                                     -         800,000       2,935,000              -               -


             OTHER PROPERTIES

             Glendale/Western Avenue                         -       1,622,000       3,771,000      8,623,000               -
  11/15/95   Camarillo/Ventura Blvd                          -         180,000         420,000         32,000               -
  12/01/99   Burlingame                                      -       4,043,000       9,434,000      1,383,000               -
  12/01/99   West Palm Beach                                 -         984,000       2,358,000         42,000               -
  12/01/99   St. Petersburg                                  -         932,000       2,766,000         63,000               -
  04/28/00   San Diego/Sorrento                              -       1,282,000       3,016,000          2,000               -
  05/04/00   Van Nuys/Oxnard                                 -         495,000       1,155,000          1,000               -

             Construction in Progress                        -               -               -    238,587,000               -
             Vacant Land                                     -         306,000               -              -               -

                                                 -----------------------------------------------------------------------------
                                                   $26,753,000  $1,100,661,000  $2,590,404,000   $496,841,000    $185,098,000
                                                 =============================================================================
</TABLE>

<TABLE>
<CAPTION>


                                                               Gross Carrying Amount
                                                               At December 31, 2000
    Date                                           ---------------------------------------------   Accumulated
  Acquired                Description                  Land          Buildings         Total       Depreciation
------------ ---------------------------------     --------------   -----------     ------------  --------------
<S>                                                  <C>            <C>             <C>           <C>
  9/30/00    Marietta/Kennestone& Hwy5                   622,000      3,392,000       4,014,000        46,000
  9/30/00    Lilburn/Indian Trail                      1,695,000      5,175,000       6,870,000        53,000
  11/15/00   Largo/Missouri, FL                        1,092,000      3,731,000       4,823,000        12,000
  11/21/00   St. Louis/Wilson                          1,608,000      3,916,000       5,524,000        13,000
  12/21/00   Houston, TX (7715 Katy Frwy)              2,274,000      5,311,000       7,585,000             -
  12/21/00   Houston, TX (10801 Katy Frwy)             1,664,000      3,886,000       5,550,000             -
  12/21/00   Houston, TX (Main St)                     1,681,000      3,926,000       5,607,000             -
  12/21/00   Houston, TX (W. Loop/S. Frwy)             2,036,000      4,754,000       6,790,000             -
  12/29/00   Chicago, IL                               1,946,000      4,583,000       6,529,000             -
  12/29/00   Gardena                                   4,223,000      1,550,000       5,773,000             -
  12/29/00   Raleigh/Glenwood                          1,545,000      3,257,000       4,802,000             -
  12/29/00   Frazier, PA                                 800,000      2,935,000       3,735,000             -


             OTHER PROPERTIES

             Glendale/Western Avenue                   1,622,000     12,394,000      14,016,000     6,418,000
  11/15/95   Camarillo/Ventura Blvd                      180,000        452,000         632,000        93,000
  12/01/99   Burlingame                                4,043,000     10,817,000      14,860,000       383,000
  12/01/99   West Palm Beach                             913,000      2,471,000       3,384,000       100,000
  12/01/99   St. Petersburg                              936,000      2,825,000       3,761,000       117,000
  04/28/00   San Diego/Sorrento                        1,282,000      3,018,000       4,300,000       100,000
  05/04/00   Van Nuys/Oxnard                             495,000      1,156,000       1,651,000        23,000

             Construction in Progress                          -    238,587,000     238,587,000             -
             Vacant Land                                 306,000              -         306,000             -

                                                 -------------------------------------------------------------
                                                  $1,107,867,000 $3,265,137,000  $4,373,004,000  $668,018,000
                                                 =============================================================
</TABLE>

                                      F-69