SECOND AMENDMENT TO
                         AMENDED AND RESTATED AGREEMENT
                             OF LIMITED PARTNERSHIP
                                       OF
                         STORAGE TRUST PROPERTIES, L.P.


         The  undersigned,  being the sole  general  partner  of  Storage  Trust
Properties, L.P. (the "Partnership"), and having received the consent of limited
partners holding at least a majority of the Percentage  Interests of the Limited
Partners  of the  Partnership,  does  hereby  amend  the  Amended  and  Restated
Agreement of Limited  Partnership,  dated as of November 16, 1994, as previously
amended (the  "Agreement"),  in  accordance  with Section  14.1(a)  thereof,  as
follows:

         1.       The following  definitions in ARTICLE I are amended to read as
                  follows:

                            "COMMON  SHARES"  means the shares of common  stock,
                  $.10 par value per share, of the General Partner. If, pursuant
                  to  the  authority  granted  in  SECTION  11.2(b),  all or any
                  portion of the General Partnership  Interest is transferred to
                  an entity that is, directly or indirectly, wholly-owned by the
                  General Partner, references in this Agreement to Common Shares
                  shall  be to the  shares  of  common  equity  of the  ultimate
                  controlling parent entity of the General Partner.

                            "GENERAL  PARTNER"  means  Public  Storage,  Inc., a
                  California  corporation,  or its  successors  or  assigns as a
                  general partner of the Partnership,  except to the extent that
                  a reference to the General Partner, by its context,  indicates
                  a reference to Storage  Trust  Realty,  a Maryland real estate
                  investment  trust,  as the  original  general  partner  of the
                  Partnership,  such as in the  definitions of "Effective  Date"
                  and "Representative". If, pursuant to the authority granted in
                  SECTION 11.2(b), all or any portion of the General Partnership
                  Interest  is  transferred  to an entity  that is,  directly or
                  indirectly, wholly-owned by the General Partner, references in
                  this Agreement to the General Partner shall be deemed,  if the
                  context  is  appropriate,  to  be  references  to  either  the
                  ultimate controlling parent entity of the General Partner, the
                  entity actually owning the General  Partnership  Interest,  or
                  both.

                            "REDEMPTION  AMOUNT"  means  an  amount  of cash per
                  Partnership  Unit equal to the Value on the Valuation  Date of
                  the Common Shares that the Partner being  redeemed  would have
                  been entitled to receive under SECTION 4.2(e).  The Redemption
                  Amount shall be  increased by the amount,  if any, of the then
                  unpaid balance in the Unpaid  Distribution  Account maintained
                  for the  Partnership  Units that are  purchased by the General
                  Partner pursuant to SECTION 8.6.

                            "UNIT   ADJUSTMENT   FACTOR"  means  initially  1.0;
                  PROVIDED that in the event that Public Storage (a) declares or
                  pays a dividend  on its  outstanding  Common  Shares in Common
                  Shares  or  makes  a  distribution   to  all  holders  of  its
                  outstanding Common Shares in Common Shares, (b) subdivides its
                  outstanding  Common  Shares,  or (c) combines its  outstanding
                  Common Shares into a smaller number of Common Shares, the Unit
                  Adjustment Factor shall be adjusted to become a fraction,  the
                  numerator of which shall be the number of Common Shares issued
                  and outstanding on the record date (assuming for such purposes
                  that such dividend,  distribution,  subdivision or combination
                  has occurred as of such time),  and the  denominator  of which
                  shall  be the  actual  number  of  Common  Shares  (determined
                  without the above  assumption)  issued and  outstanding on the
                  record date for such  dividend,  distribution,  subdivision or
                  combination.  Any  adjustment  to the Unit  Adjustment  Factor
                  shall become effective immediately after the effective date of
                  such event  retroactive  to the record date,  if any, for such
                  event;  PROVIDED FURTHER,  that immediately  subsequent to any
                  Transaction either under which Public Storage (or, if the Unit
                  Adjustment  Factor has  previously  been  adjusted  under this
                  proviso, the applicable  successor) is not the surviving party

                                Exhibit - 10.25

<PAGE>

                  or in which Public Storage survives but becomes the subsidiary
                  of  another  Person,  the  Unit  Adjustment  Factor  shall  be
                  adjusted  by  multiplying  it by the  number  of Shares of the
                  successor  to which the  holders  of Shares of Public  Storage
                  (or, if  applicable,  Shares of the successor) are entitled to
                  receive   for  each  such  Share  in   connection   with  such
                  Transaction;  provided further, that immediately following the
                  merger  of  Storage  Trust  Realty,  a  Maryland  real  estate
                  investment trust, with or into Public Storage, or a subsidiary
                  of Public Storage, pursuant to that certain Agreement and Plan
                  of Merger dated  November 12, 1998, by and among Storage Trust
                  Realty, Public Storage and Newco Merger Subsidiary,  as it may
                  have  been  amended  from  time to time,  the Unit  Adjustment
                  Factor shall be adjusted to become 0.86.

         2.       The following definition in ARTICLE I is deleted:

                   "DECLARATION OF TRUST"

         3.       The  following  definitions  are  added in  their  appropriate
                  alphabetical order to ARTICLE I:

                            "ARTICLES"  mean  Public  Storage,  Inc.'s  Restated
                  Articles of Incorporation filed with the California  Secretary
                  of State on August 1, 1989, as amended from time to time.

                            "UNPAID  DISTRIBUTION   ACCOUNT"  means  an  account
                  maintained  with respect to each Limited  Partnership  Unit to
                  which shall be credited on a quarterly  basis, but only to the
                  extent not  distributed  currently in  accordance  with clause
                  (ii) of SECTION 5.1 hereof, an amount per Limited  Partnership
                  Unit  equal to the  dividend  per  Share  paid by the  General
                  Partner for such quarter,  and from which shall be debited the
                  amount of any  distributions of Available Cash with respect to
                  such  Unpaid  Distribution  Account  pursuant to clause (i) of
                  SECTION 5.1.

         4.       Each reference to  "Declaration  of Trust" in the  Partnership
                  Agreement is amended to refer to "Articles".

         5.       SECTION 4.1(b)(2) is deleted in its entirety.

         6.       SECTION  4.1(b)(1) is amended to delete the two  references to
                  Section  4.1(b)(2) in line 2 and line 10 and to renumber it as
                  Section 4.1(b).

         7.       SECTION 4.2(b) is deleted in its entirety.

         8.       SECTION 4.2(c) is restated in its entirety as follows:

                           (c) ISSUANCE OF ADDITIONAL COMMON SHARES. The General
                  Partner is explicitly  authorized to issue  additional  Common
                  Shares or  preferred  Shares  of  Beneficial  Interest  of the
                  General Partner, or rights,  options,  warrants or convertible
                  or exchangeable  securities  containing the right to subscribe
                  for  or  purchase  Common  Shares  ("NEW  SECURITIES")  and in
                  connection  therewith  (i) the General  Partner may, but shall
                  not be  obligated  to, cause the  Partnership  to issue to the
                  General  Partner  Partnership  Interests  or rights,  options,
                  warrants or  convertible  or  exchangeable  securities  of the
                  Partnership having designations, preferences and other rights,
                  all such that the economic interests are substantially similar
                  to those of the New  Securities,  and (ii) in such event,  the
                  General  Partner  shall  contribute  the net proceeds from the
                  issuance  of such New  Securities  and from  the  exercise  of
                  rights contained in such New Securities to the Partnership. In
                  connection  with the issuance of Partnership  interests  which
                  are  substantially  similar  to New  Securities,  the  General
                  Partner is authorized to modify or amend the  distributions or
                  allocations  hereunder  solely to the extent necessary to give
                  effect  to the  designations,  preferences  and  other  rights
                  pertaining to such Partnership Interests.

                                Exhibit - 10.25

<PAGE>

         9.       SECTION 4.2(d)(1) is deleted in its entirety.

         10.      SECTION  4.2(e) is amended by adding a new  SECTION  4.2(e)(3)
                  which reads in its entirety as follows:

                           (3) On the date of any  exchange  pursuant to SECTION
                  4.2(e)(1),  the General  Partner  shall pay to any  Converting
                  Partner   the  then   unreturned   balances   in  the   Unpaid
                  Distribution  Accounts  maintained for the  Partnership  Units
                  that are the  subject  of the  Notice  of  Conversion  and are
                  exchanged pursuant to that provision.

         11.      SECTION  4.4(d)(2)  is amended to correct an error in the 13th
                  line which reads "clauses (a) and (b) above", to read "clauses
                  (i) and (ii) above".

         12.      SECTION 5.1 is amended to read in its entirety as follows:

                           Section  5.1  REQUIREMENT  AND   CHARACTERIZATION  OF
                  DISTRIBUTIONS.  Subject to SECTIONS  5.2 and 5.3  hereof,  the
                  General Partner shall distribute  quarterly an amount equal to
                  one hundred  percent (100%) of Available Cash generated by the
                  Partnership  during  such  quarter  to the  Partners  who  are
                  Partners on the  Partnership  Record Date with respect to such
                  quarter in the  following  order of priority and to the extent
                  of such Available  Cash: (i) first, to each Limited Partner to
                  the extent of and in proportion to the then unreturned balance
                  of the Unpaid Distribution  Account maintained with respect to
                  each  Partnership  Unit  held by such  Limited  Partner,  (ii)
                  second,  to  each  Limited  Partner  to the  extent  of and in
                  proportion  to an  amount  per  Partnership  Unit held by such
                  Limited Partner equal to the dividend per Common Share paid by
                  the General  Partner for such  quarter  and (iii)  third,  the
                  balance,  if any, of the Available Cash for such quarter shall
                  be  distributed  to the  General  Partner  in  respect  of its
                  Partnership  Units.  No  distribution  shall  be made  for any
                  distribution  period in respect of  Partnership  Units held by
                  the General Partner unless all  distributions  due the Limited
                  Partners  in  accordance  with  clauses  (i) and  (ii) of this
                  SECTION  5.1  shall  have  been  paid for all  prior  periods.
                  Notwithstanding  anything to the contrary contained herein, in
                  no event may a Partner  receive a  distribution  of  Available
                  Cash with  respect to a Unit if such  Partner is  entitled  to
                  receive a dividend  for such  quarter with respect to a Common
                  Share for which such Unit has been  redeemed or exchanged  (it
                  being  understood  that  such  Partner  will in any  event  be
                  entitled to receive the full amount payable in respect of such
                  Units and/or Common Shares for such period).

         13.      SECTION 6.1(a) is amended to read in its entirety as follows:

                           (a) NET INCOME.  After  giving  effect to the special
                  allocations  set forth in SECTION 6.2 below,  Net Income shall
                  be allocated (i) first,  to the General  Partner to the extent
                  that, on a cumulative basis, Net Losses  previously  allocated
                  to the  General  Partner  pursuant  to the  last  sentence  of
                  Section 6.1(b) exceed Net Income  previously  allocated to the
                  General Partner pursuant to this clause (i) of SECTION 6.1(a),
                  (ii) second,  to the Partners to the extent and in the reverse
                  order and in the same proportion that, on a cumulative  basis,
                  Net Losses  previously  allocated to the Partners  pursuant to
                  the  first  sentence  of  SECTION  6.1(b)  exceed  Net  Income
                  previously  allocated to the Partners  pursuant to this clause
                  (ii) of SECTION  6.1(a),  (iii) third, to each Limited Partner
                  until each Limited Partner has been allocated, on a cumulative
                  basis, Net Income equal to the sum of the  distributions  paid
                  to such  Limited  Partner and the  unreturned  balances in the
                  Unpaid  Distribution  Accounts  maintained with respect to the
                  Partnership  Units  held by such  Limited  Partner,  and  (iv)
                  thereafter, to the General Partner.

                                Exhibit - 10.25

<PAGE>


         14.      SECTION  7.1(a)(3) is amended to include the following  clause
                  at its conclusion:

                  , which powers shall include, without limitation, the power to
                  pledge any or all of the assets of the Partnership to secure a
                  loan or other  financing  to the  General  Partner  or  Public
                  Storage  (the  proceeds  of  which  are  not  required  to  be
                  contributed or loaned to this Partnership), provided, however,
                  that in the event of any such pledge the General Partner shall
                  indemnify the Limited  Partners to the extent any  foreclosure
                  on such  pledge  results in a loss in the value of the Limited
                  Partnership  Interests and shall indemnify the Partnership and
                  the  Limited  Partners  to the extent that any such pledge (or
                  foreclosure  thereon)  results in a decrease in Available Cash
                  for distribution pursuant to Article V hereof;

         15.      SECTION 7.5 is amended to read in its entirety as follows:

                           Section  7.5  OUTSIDE   ACTIVITIES   OF  THE  GENERAL
                  PARTNER.  The  General  Partner  may  engage in or  possess an
                  interest  in  other  business  ventures  of every  nature  and
                  description,  independently or with others, including, but not
                  limited to, the  ownership,  financing,  leasing,  management,
                  syndication,  investment,  brokerage and  development  of real
                  property  of  any  kind  whatsoever  (including   self-storage
                  facilities),  and  neither  the  Partnership  nor  any  of the
                  Partners  shall have any right by virtue of this  Agreement in
                  and to such  independent  ventures or to the income or profits
                  derived therefrom.

         16.      SECTION 11.2(b) is amended to read in its entirety as follows:

                           (b) TRANSFER TO  WHOLLY-OWNED  ENTITIES.  The General
                  Partner  may  transfer  all or  any  portion  of  its  General
                  Partnership  Interests  to an  entity  that  is,  directly  or
                  indirectly,  wholly-owned  by the  General  Partner,  and such
                  entity may be substituted as General Partner,  so long as such
                  transfer does not  adversely  alter the rights of a Partner to
                  receive distributions pursuant to Article V or the allocations
                  specified  in  ARTICLE VI (except  as  permitted  pursuant  to
                  SECTION 4.2 and SECTION  14.1(b)(3) hereof) or alter or modify
                  the Conversion Right or the Redemption  Amount as set forth in
                  SECTIONS 4.2(e) and 8.6, and related definitions hereof.

         Except as otherwise  specifically  modified hereby, the Agreement shall
remain in full force and effect.

         IN WITNESS WHEREOF,  the undersigned,  being the general partner of the
Partnership has executed this Amendment as of the 12th day of March, 1999.




                                                     STORAGE TRUST REALTY


                                                     By: /s/ Stephen M. Dulle
                                                         -----------------------
                                                         Stephen M. Dulle
                                                         Chief Financial Officer

                                Exhibit - 10.25