UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 [Fee Required]

For the fiscal year ended December 31, 1996
                          ----------------

                                       or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]

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

Commission File Number 0-16876
                       -------

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

               California                                      95-4029178
-------------------------------------                    ----------------------
     (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                      Identification Number)

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

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

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

                                      NONE

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

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

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

                                    Yes X  No
                                        --


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

--------------------------------------------------------------------------------
                       DOCUMENTS INCORPORATED BY REFERENCE

                                     NONE

<PAGE>

                                     PART I

ITEM 1.   Business.
          --------
General
-------
     PS Partners  VIII,  Ltd.  (the  "Partnership")  is a publicly  held limited
partnership  formed  under  the  California  Revised  Limited  Partnership  Act.
Commencing in March 1987, up to 150,000  units of limited  partnership  interest
("Units") were offered to the public in an interstate offering. The offering was
completed in December 1987 with 52,751 Units sold.

     The Partnership was formed to invest in and operate  existing  self-service
facilities   offering   storage   space  for  personal  and  business  use  (the
"mini-warehouses")  and to invest up to 45% of the net  proceeds of the offering
in and operate  existing  office and industrial  properties.  The  Partnership's
investments were made through general partnerships with Storage Equities,  Inc.,
now known as Public  Storage,  Inc.  ("PSI"),  a real  estate  investment  trust
("REIT")  organized  as a  corporation  under  the laws of  California.  For tax
administrative  efficiency,  the  original  general  partnerships  with PSI were
consolidated into a single general partnership effective December 31, 1990.

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

     The Partnership's  general partners (the "General Partners") are PSI and B.
Wayne Hughes ("Hughes"). PSI became a co-general partner in September 1993, when
PSI acquired the interest of PSI Associates, Inc. ("PSA"), an affiliate of PSMI,
relating to PSA's  general  partner  capital  contribution  in the  Partnership.
Hughes has been a general partner of the Partnership since its inception. Hughes
is the chairman of the board and chief executive  officer of PSI, and Hughes and
members of his family (the "Hughes  Family") are the major  shareholders of PSI.
The Partnership is managed,  and its investment decisions are made by Hughes and
the  executive  officers  and  directors  of PSI.  The  limited  partners of the
Partnership  have no right to  participate  in the  management or conduct of its
business affairs.

     The Partnership's  mini-warehouse properties are managed by PSI pursuant to
a  Management  Agreement.  PSI  believes  that  it is the  largest  operator  of
mini-warehouse facilities in the United States.

     Through 1996, the Partnership's  commercial  property was managed by Public
Storage  Commercial  Properties Group, Inc.  ("PSCPG")  pursuant to a Management
Agreement.   In  January  1997,  the  Partnership  and  PSI  and  other  related
partnerships  transferred a total of 35 business  parks to American  Office Park
Properties,  L.P. ("AOPPLP"), an operating partnership formed to own and operate
business parks in which PSI has approximately an 85% economic interest. Included
among the properties  transferred was the Partnership's transfer of its business
park to AOPPLP in exchange for a 2.5% interest in AOPPLP. The general partner of
AOPPLP is PSCPG,  now known as American Office Park  Properties,  Inc. Ronald L.
Havner, Jr., formerly Senior  Vice-President and Chief Financial Officer of PSI,
is the Chief Executive Officer of American Office Park Properties, Inc. See Item
13.

     PSI's  current  relationship  with the  Partnership  includes  (i) PSI is a
co-general  partner  along with  Hughes,  who is chairman of the board and chief
executive officer of PSI, (ii) as of February 19, 1997, PSI owned  approximately
53.45%  of the  Partnership's  limited  partnership  units  and (iii) PSI is the
operator of the Partnership's mini-warehouse facilities.

Investments in Facilities
-------------------------
     The Partnership owns 5 properties  (which exclude the property  transferred
to AOPPLP in January  1997).  The  Partnership  purchased  its last  property in
February,  1988.  Reference  is made to the  table  in Item 2 for a  summary  of
information about the Partnership's properties.

     The  Partnership  believes that its operating  results have  benefited from
favorable   industry   trends  and  conditions.   Notably,   the  level  of  new
mini-warehouse  construction  has decreased since 1988 while consumer demand has
increased.  In  addition,  in recent  years  consolidation  has  occurred in the
fragmented mini-warehouse industry. 
                                       2
<PAGE>
Mini-warehouses
---------------
     Mini-warehouses,   which   comprise  the  majority  of  the   Partnership's
investments,  are designed to offer  accessible  storage  space for personal and
business use at a relatively low cost. A user rents a fully enclosed space which
is for the  user's  exclusive  use and to which  only the user has  access on an
unrestricted   basis   during   business   hours.   On-site   operation  is  the
responsibility  of resident  managers who are supervised by area managers.  Some
mini-warehouses  also  include  rentable  uncovered  parking  areas for  vehicle
storage.  Leases for  mini-warehouse  space may be on a long-term or  short-term
basis,  although typically spaces are rented on a month-to-month  basis.  Rental
rates vary according to the location of the property and the size of the storage
space.

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

     Mini-warehouses  in which the Partnership has invested generally consist of
three to seven  buildings  containing an aggregate of between 368 to 740 storage
spaces, most of which have between 25 and 400 square feet and an interior height
of approximately 8 to 12 feet.

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

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

     As with most other types of real estate,  the conversion of mini-warehouses
to  alternative  uses in  connection  with a sale or otherwise  would  generally
require  substantial  capital  expenditures.  However,  the Partnership does not
intend to convert its mini-warehouses to other uses.

Commercial Properties
---------------------
     Through  1996,  the  Partnership  owned and  operated  a single  commercial
property; a business park located in Carson, California which was transferred to
AOPPLP in January 1997 in exchange for a 2.5% interest in AOPPLP.

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

     The  Partnership  will  terminate  on December  31,  2038 unless  dissolved
earlier.  The General Partners have no present intention to seek the liquidation
of the Partnership because they believe that it is not an opportune time to sell
mini-warehouses.   Although  the  General  Partners  originally   anticipated  a
liquidation  of the  Partnership  in  1993-1996,  since  the  completion  of the
Partnership's  offering  in 1987,  significant  changes  have taken place in the
financial and real estate markets that must be taken into account in considering
the timing of any  proposed  sale or  financing,  including:  (i) the  increased
construction  of  mini-warehouses   from  1984  to  1988,  which  has  increased
competition, (ii) the general deterioration of the real estate market (resulting
from  a  variety  of  factors,   including  changes  in  tax  laws),  which  has
significantly  affected property values and decreased sales activities and (iii)
the reduced sources of real estate financing.

     In 1992, PSI offered  Limited  Partners of the  Partnership  (and two other
affiliated  Partnerships)  the right to exchange their Units for shares of PSI's
Common  Stock.  In  connection  with the exchange  offer,  the General  Partners

                                       3
<PAGE>

indicated  to  Limited  Partners  that  they  would  continue  to  evaluate  the
advisability of the sale or financing of the  Partnership's  properties and that
at some point prior to the expiration of the period originally estimated for the
sale or  financing  of the  properties  (at  the end of 1996 in the  case of the
Partnership),  the General Partners intended to conduct an analysis to determine
the  feasibility  of  a  sale  or  financing  of  the  properties,   to  make  a
recommendation  to Limited  Partners  and to retain  independent  appraisers  to
conduct a study of the current  value of the  properties.  In that  regard,  the
Partnership  engaged  Lawrence R.  Nicholson,  MAI, a principal with the firm of
Nicholson-Douglas  Realty  Consultants,  Inc.  ("NDRC")  to  perform  a  limited
investigation and appraisal of the Partnership's property portfolio. In a letter
appraisal  report  dated  March 13,  1996,  NDRC  indicated  that,  based on the
assumptions  contained  in  the  report,  the  aggregate  market  value  of  the
Partnership's  properties,  as of January 31, 1996, was $18,100,000 ($14,800,000
for the five  mini-warehouses  and  $3,300,000 for the one business  park).  (In
January 1997, after the date of the appraisal,  the Partnership  transferred its
business  park to AOPPLP in exchange  for a 2.5%  interest  in  AOPPLP.)  NDRC's
report is  limited  in that  NDRC did not  inspect  the  properties  and  relied
primarily  upon the income  capitalization  approach in arriving at its opinion.
The analytical process that was undertaken in the appraisal included a review of
the  properties'  unit mix,  rental rates and historical  financial  statements.
Following  these  reviews,  a  stabilized  level  of net  operating  income  was
projected  for the  properties of $1,545,000  for the five  mini-warehouses  and
$331,000 for the one business park.  Value estimates were then made using both a
direct   capitalization   analysis  ($15,400,000  for  the  mini-warehouses  and
$3,300,000  for  the  business  park)  and  a  discounted   cash  flow  analysis
($14,800,000 for the  mini-warehouses  and $3,300,000 for the business park). In
the case of the mini-warehouses,  these value estimates were then compared to an
estimated value ($14,400,000) using a regression analysis applied to a sample of
approximately 300 sales of mini-warehouses to evaluate the reasonableness of the
estimate of the value of the  Partnership's  mini-warehouses.  NDRC has prepared
other  appraisals for the General  Partners and their affiliates and is expected
to continue to prepare appraisals for the General Partners and their affiliates.
No  environmental  investigations  were  conducted  by NDRC with  respect to the
limited  investigation  of the  Partnership's  properties.  Accordingly,  NDRC's
appraisal  did not take into  account any  environmental  cleanup or other costs
that might be incurred  in  connection  with a  disposition  of the  properties.
Although there can be no assurance,  based on recently  completed  environmental
investigations,  the Partnership is not aware of any environmental contamination
of its facilities  material to its overall business or environmental  condition.
In addition to assuming  compliance  with  applicable  environmental  laws,  the
appraisal also assumed,  among other things,  compliance with applicable  zoning
and use regulations and the existence of required licenses.

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

     Based on  NDRC's  limited  appraisal  (as of  January  1996),  the  General
Partners have estimated a liquidation  value per Unit of $320. This  liquidation
value was calculated  assuming (i) the properties  owned by the  Partnership and
PSI were sold at the values reflected in NDRC's report,  (ii) costs of 5% of the
sales price of the  properties  were incurred in the sale of the  properties and
(iii) the Partnership's  other net assets were liquidated at their book value at
March 31, 1996.

     In August 1996,  PSI completed a cash tender offer,  which had commenced in
July 1996,  pursuant to which PSI acquired a total of 6,537  additional  limited
partnership units in the Partnership at $320 per Unit.

Operating Strategies
--------------------
     The  Partnership's  mini-warehouses  are  operated by PSI under the "Public
Storage" name, which the Partnership believes is the most recognized name in the
mini-warehouse  industry.  The major  elements  of the  Partnership's  operating
strategies are as follows:

   *    Capitalize on Public Storage's name recognition.  PSI, together with its
        predecessor,  has  more  than 20 years of  operating  experience  in the
        mini-warehouse business. PSI has informed the Partnership that it is the
        largest  mini-warehouse  facility operator in the United States in terms
        of both number of facilities and rentable space  operated.  PSI believes
        that its  marketing and  advertising  programs  improve its  competitive
        position in the market.  PSI's  in-house  Yellow Pages staff designs and
        places  advertisements in approximately  700 directories.  Commencing in
        early 1996, PSI began to experiment with a telephone  reservation system
        designed to provide added  customer  service.  Customers  calling either
        PSI's toll-free  referral  system,  (800) 44-STORE,  or a mini-warehouse
                                       4
<PAGE>

        facility  are  directed  to PSI's  reservation  system  where a  trained
        representative discusses with the customer space requirements, price and
        location preferences and also informs the customer of other products and
        services  provided  by PSI.  As of  December  31,  1996,  the  telephone
        reservation  system  was  supporting  rental  activity  at  all  of  the
        Partnership's  properties.  PSI's  toll-free  telephone  referral system
        services  approximately 120,000 calls per month from potential customers
        inquiring as to the nearest Public Storage mini-warehouse.

   *    Maintain high occupancy levels and increase  realized rents.  Subject to
        market  conditions,  the Partnership  generally seeks to achieve average
        occupancy  levels in excess of 90% and to eliminate  promotions prior to
        increasing  rental rates.  The monthly realized rent per square foot for
        the mini-warehouse  facilities averaged $.76 in 1996 compared to $.73 in
        1995. Weighted average occupancy levels at the mini-warehouse facilities
        increased to 91% in 1996 from 89% in 1995. The Partnership has increased
        rental rates in many markets where it has achieved high occupancy levels
        and eliminated or minimized promotions.

   *    Systems and controls. PSI has an organizational structure and a property
        operation system,  "CHAMP"  (Computerized Help and Management  Program),
        which links its corporate office with each mini-warehouse.  This enables
        PSI to obtain daily information from each  mini-warehouse and to achieve
        efficiencies   in  operations  and  maintain   control  over  its  space
        inventory,   rental  rates,  promotional  discounts  and  delinquencies.
        Expense management is achieved through  centralized payroll and accounts
        payable systems and a comprehensive property tax appeals department, and
        PSI has an extensive  internal  audit program  designed to ensure proper
        handling of cash collections.

   *    Professional  property  operation.  In addition to the approximately 120
        support  personnel at the Public Storage  corporate  offices,  there are
        approximately   2,700  on-site   personnel  who  manage  the  day-to-day
        operations of the  mini-warehouse  in the Public Storage  system.  These
        on-site personnel are supervised by 110 district  managers,  15 regional
        managers  and three  divisional  managers  (with an  average of 13 years
        experience in the  mini-warehouse  industry) who report to the president
        of the mini-warehouse  property operator (who has 13 years of experience
        with  the  Public  Storage  organization).  PSI  carefully  selects  and
        extensively trains the operational and support personnel and offers them
        a progressive career path. See "Mini-warehouse Property Operator."

Mini-warehouse Property Operator
--------------------------------
     The Partnership's  mini-warehouse properties are managed by PSI pursuant to
a Management Agreement.

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

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

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

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

                                       5
<PAGE>

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

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

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

Commercial Property Operator
----------------------------
     Through 1996, the Partnership's  commercial  property was managed by PSCPG,
now known as American  Office Park  Properties,  Inc.,  pursuant to a Management
Agreement.  In January 1997, the Partnership transferred its commercial property
to AOPPLP.

Competition
-----------
     Competition  in the  market  areas in which  the  Partnership  operates  is
significant,  and affects the  occupancy  levels,  rental  rates,  and operating
expenses  of  certain  of  the  Partnership's  facilities.  Competition  may  be
accelerated  by any increase in  availability  of funds for  investment  in real
estate. Recent increases in plans for development of mini-warehouses is expected
to further  intensify  competition  among  mini-warehouse  operators  in certain
market areas. In addition to competition from  mini-warehouses  operated by PSI,
there are three other national firms and numerous  regional and local operators.
The Partnership believes that the significant operating and financial experience
of PSI's executive  officers and directors and the "Public  Storage" name should
enable the Partnership to continue to compete effectively with other entities.

Other Business Activities
-------------------------
     A corporation owned by the Hughes Family reinsures  policies against losses
to goods stored by tenants in the Partnership's mini-warehouses. The Partnership
believes that the availability of insurance  reduces the potential  liability of
the  Partnership to tenants for losses to their goods from theft or destruction.
This  corporation  receives the premiums and bears the risks associated with the
insurance.

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

Employees
---------
     There are 21 persons  who  render  services  on behalf of the  Partnership.
These persons include resident managers,  assistant  managers,  relief managers,
district managers, and administrative  personnel. Some of these employees may be
employed  on a  part-time  basis  and may also be  employed  by  other  persons,
partnerships,  REITs,  or other entities  owning  facilities  operated by PSI or
AOPPLP.


                                       6
<PAGE>

ITEM 2.   PROPERTIES.
          ----------
     The following table sets forth  information as of December 31, 1996,  about
properties owned by the Partnership. All of these properties are wholly-owned by
the Partnership.


                          Net Rentable         Number of Spaces      Date of
Location                   Square Feet                             Acquisition
----------------------  --------------         ----------------   -------------
CALIFORNIA
Anaheim                       66,600                 621             02-25-88
   Lakeview Ave.
Carson (A) (B)                77,300                  34             05-27-87
   Leapwood Ave.
FLORIDA
Plantation                    51,400                 510             10-16-87
   South State Road 7
ILLINOIS
Oakbrook Terrace              64,700                 740             07-15-87
   Roosevelt Road
MARYLAND
Rockville                     56,300                 641             10-01-87
   Frederick Road
TEXAS
San Antonio                   52,200                 368             08-20-87
   Austin Hwy.

------------
(A)  Business Park
(B)  In January 1997, the Partnership  contributed its business park facility to
     AOPPLP in exchange for a 2.5% interest in AOPPLP. See Item 1.

     Weighted  average  occupancy  levels for the  mini-warehouse  and  business
park/office building facilities were 89% and 93%, respectively, in 1996 compared
to 91% and 95%,  respectively,  in 1995. In 1996, the monthly  realized rent per
square foot for the mini-warehouse and business  park/office building facilities
averaged $.76 and $.58,  respectively,  compared to $.73 and $.59, respectively,
in 1995.

     Substantially  all of the  Partnership's  facilities were acquired prior to
the time  that it was  customary  to  conduct  environmental  investigations  in
connection  with property  acquisitions.  During the fourth  quarter of 1995, an
independent environmental consulting firm completed environmental assessments on
the  Partnership's  properties to evaluate the  environmental  condition of, and
potential   environmental   liabilities  of,  such  properties.   Based  on  the
assessments,  the Partnership  expensed in 1995 an estimated  $153,000 for known
environmental remediation requirements.  Although there can be no assurance, the
Partnership is not aware of any unaccrued environmental  contamination of any of
its property sites which  individually  or in the aggregate would be material to
the  Partnership's  overall  business,   financial  condition,   or  results  of
operations.

ITEM 3.   LEGAL PROCEEDINGS.
          ------------------
     No material legal proceeding is pending against the Partnership.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
          ----------------------------------------------------
     No matters were  submitted to a vote of security  holders during the fourth
quarter of 1996.

                                       7
<PAGE>
                                     PART II

ITEM 5.   MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED STOCKHOLDER 
          MATTERS.
          ------------------------------------------------------------------
     The Partnership has no common stock.

     The Units are not listed on any national  securities  exchange or quoted on
the NASDAQ  System,  and there is no  established  public trading market for the
Units. Secondary sales activity for the Units has been limited and sporadic. The
General Partners monitor transfers of the Units (a) because the admission of the
transferee as a substitute  limited partner  requires the consent of the General
Partners  under the  Partnership's  Amended and  Restated  Agreement  of Limited
Partnership,  (b) in order to ensure  compliance with safe harbor  provisions to
avoid  treatment  as a "publicly  traded  partnership"  for tax purposes and (c)
because PSI has  purchased  Units.  However,  the  General  Partners do not have
information regarding the prices at which all secondary sale transactions in the
Units have been effectuated.  Various  organizations  offer to purchase and sell
limited  partnership  interests  (including  securities  of the type such as the
Units) in secondary sales transactions. Various publications such as The Stanger
Report  summarize  and  report  information  (on a  monthly,  bimonthly  or less
frequent basis) regarding  secondary sales  transactions in limited  partnership
interests  (including  the Units),  including the prices at which such secondary
sales transactions are effectuated.

     Exclusive  of the  General  Partners'  interest in the  Partnership,  as of
December 31, 1996, there were approximately 1,257 record holders of Units.

     In August 1996,  PSI completed a cash tender offer,  which had commenced in
July 1996,  pursuant to which PSI acquired a total of 6,537  additional  limited
partnership units in the Partnership at $320 per Unit.

     The Partnership  makes quarterly  distributions  of all "Cash Available for
Distribution"   and  will  make   distributions  of  all  "Cash  from  Sales  or
Refinancing." Cash Available for Distribution is cash flow from all sources less
cash necessary for any obligations or capital improvements, or reserves.

     Reference is made to Items 6 and 7 hereof for  information on the amount of
such distributions.

                                       8
<PAGE>


ITEM 6.   SELECTED FINANCIAL DATA.
          -----------------------
<TABLE>
<CAPTION>

                                                                 For the Year Ended December 31,
                                             ------------------------------------------------------------------------
                                                1996           1995            1994            1993           1992
                                             --------        --------       --------        --------        --------
                                                            (In thousands, except per Unit data)
<S>                                          <C>             <C>            <C>             <C>             <C>     
Revenues                                     $  2,922        $  2,828       $  2,802        $  2,657        $  2,562

Depreciation and amortization                     808             758            735             694             651

Net income                                      1,099             877          1,042             963             903

     Limited partners' share                      929             650            912             838             733

     General partners' share                      170             227            130             125             170

Limited partners' per unit data(a)

     Net income                              $  17.61        $  12.32       $  17.29        $  15.89        $  13.90

     Cash distributions (b)                  $  27.04        $  37.18       $  20.40        $  19.70        $  27.45

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

Cash and cash equivalents                    $    209        $    217       $    888        $    510        $    182

Total assets                                 $ 17,858        $ 18,426       $ 19,594        $ 19,771        $ 20,003

</TABLE>
(a)  Limited  Partners' per unit data is based on the weighted average number of
     units outstanding during the period (52,751 for all periods presented).
(b)  The General Partners  distributed,  concurrently  with the distribution for
     the third  quarter  of 1995,  a portion  of the  operating  reserve  of the
     Partnership estimated to be $10.14 per Unit.

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

     YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995:

     The Partnership's net income in 1996 was $1,099,000 compared to $877,000 in
1995, representing an increase of $222,000, or 25%. The increase was primarily a
result of decreased  environmental costs,  combined with an increase in property
operating results, partially offset by an increase in depreciation expense and a
decrease in interest income.

     Property net operating  income  (rental  income less cost of operations and
management  fees and excluding  depreciation  expense)  increased  approximately
$134,000,  or 7%, in 1996  compared  to 1995,  as  rental  income  increased  by
$124,000, or 4%, and cost of operations (including management fees) decreased by
$10,000.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$2,394,000 in 1996 compared to $2,264,000 in 1995,  representing  an increase of
$130,000,  or 6%. The increase in rental  income was primarily  attributable  to
increased  rental rates and occupancy levels at the  mini-warehouse  facilities.
The  monthly  realized  rent per square foot for the  mini-warehouse  facilities
averaged  $.76 in 1996  compared  to $.73 in 1995.  Weighted  average  occupancy
levels at the  mini-warehouse  facilities  increased  to 91% in 1996 from 89% in
1995.  Cost of  operations  (including  management  fees)  decreased  $1,000  to
$740,000  in 1996 from  $741,000  in 1995.  Accordingly,  for the  Partnership's
mini-warehouse  operations,  property net operating income increased by $131,000
to $1,654,000 in 1996 from $1,523,000 in 1995.


                                       9
<PAGE>

     Rental income for the  Partnership's  business park operations was $513,000
in 1996  compared to $519,000 in 1995,  representing  a decrease of $6,000.  The
decrease in rental income was primarily  attributable  to reduced  rental rates,
partially  offset by increased  occupancy  rates.  The monthly realized rent per
square foot for the business  park  facility  averaged  $.58 in 1996 compared to
$.59 in 1995.  Weighted  average  occupancy levels at the business park facility
increased  to 95% in  1996  from  93% in  1995.  Cost of  operations  (including
management fees) decreased  $9,000,  or 4%, to $206,000 in 1996 from $215,000 in
1995. The decrease in cost of operations was primarily attributable to decreases
in property tax and lease commissions expenses,  partially offset by an increase
in payroll expense.  Accordingly,  for the Partnership's business park facility,
property  net  operating  income  increased  by $3,000 to  $307,000 in 1996 from
$304,000 in 1995.

     Interest  income  decreased  in 1996 over 1995 as a result of a decrease in
average invested cash balances.

     Depreciation  and amortization  increased  $50,000 to $808,000 in 1996 from
$758,000 in 1995.  This increase is principally  attributable to depreciation of
capital expenditures made during 1995 and 1996.

     YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994:

     The Partnership's net income in 1995 was $877,000 compared to $1,042,000 in
1994,  representing a decrease of $165,000, or 16%. The decrease was primarily a
result of increased environmental costs.

     Property net operating  income  (rental  income less cost of operations and
management fees and excluding  depreciation  expense) was $1,827,000 in 1995 and
$1,817,000 in 1994, representing an increase of $10,000.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$2,264,000 in 1995 compared to $2,251,000 in 1994,  representing  an increase of
$13,000.  The increase in rental income was primarily  attributable to increased
rental  rates at the  mini-warehouse  facilities  partially  offset by decreased
occupancy  levels.  Weighted  average  occupancy  levels  at the  mini-warehouse
facilities  decreased from 92% in 1994 to 89% in 1995. The monthly realized rent
per square foot for the mini-warehouse facilities averaged $.73 in 1995 compared
to $.70 in 1994. Cost of operations (including management fees) decreased $7,000
to $741,000 in 1995 from $748,000 in 1994.  Accordingly,  for the  Partnership's
mini-warehouse  operations,  property net operating  income increased by $20,000
from $1,503,000 in 1994 to $1,523,000 in 1995.

     Rental income for the  Partnership's  business park operations was $519,000
in 1995  compared to $525,000 in 1994,  representing  a decrease of $6,000.  The
decrease in rental income was primarily  attributable  to reduced  rental rates.
Weighted average  occupancy levels at the business park facility remained stable
at 93% in both 1995 and 1994. The monthly  realized rent per square foot for the
business park facility  averaged $.59 in 1995 compared to $.60 in 1994.  Cost of
operations (including management fees) increased $4,000 to $215,000 in 1995 from
$211,000 in 1994.  Accordingly,  for the  Partnership's  business park facility,
property net  operating  income  decreased  by $10,000 from  $314,000 in 1994 to
$304,000 in 1995.

     Substantially  all of the  Partnership's  facilities were acquired prior to
the time  that it was  customary  to  conduct  environmental  investigations  in
connection  with property  acquisitions.  During the fourth  quarter of 1995, an
independent environmental consulting firm completed environmental assessments on
the  Partnership's  properties to evaluate the  environmental  condition of, and
potential   environmental   liabilities  of,  such  properties.   Based  on  the
assessments,  the Partnership  expensed in 1995 an estimated  $153,000 for known
environmental remediation requirements.  Although there can be no assurance, the
Partnership is not aware of any unaccrued environmental  contamination of any of
its property sites which  individually  or in the aggregate would be material to
the  Partnership's  overall  business,   financial  condition   or  results  of
operations.

Liquidity and Capital Resources
-------------------------------
     The  Partnership  has adequate  sources of cash to finance its  operations,
both on a short-term and long-term basis, primarily by internally generated cash
from  property  operations  combined  with cash  on-hand at December 31, 1996 of
approximately $209,000.

                                       10
<PAGE>

     Cash  flows  from  operating  activities  ($1,821,000  for the  year  ended
December 31, 1996) have been  sufficient to meet all current  obligations of the
Partnership. Capital improvements were $229,000, $272,000, and $181,000 in 1996,
1995, and 1994,  respectively.  The increase in capital improvements during 1995
is principally due to the repainting and  reconfiguration  following the vacancy
of a long-term tenant, and the refurbishment of the roof and air conditioning at
the  Partnership's   business  park  facility.   During  1997,  the  Partnership
anticipates approximately $120,000 of capital improvements.

     The Partnership expects to continue making quarterly  distributions.  Total
distributions  paid to the General Partners and the limited partners  (including
per Unit amounts) for 1996 and prior years were as follows:

                                          Total                       Per Unit
                                       -----------                    ---------
        1996                           $1,600,000                      $27.04
        1995                            2,201,000                       37.18
        1994                            1,208,000                       20.40
        1993                            1,166,000                       19.70
        1992                            1,625,000                       27.45
        1991                            1,778,000                       30.02
        1990                            1,554,000                       26.24
        1989                            1,517,000                       25.63
        1988                            1,480,000                       25.01
        1987                              476,000                       14.55

     The General Partners  distributed,  concurrently  with the distribution for
the fourth quarter of 1991, a portion of the operating  reserve and adjusted the
ongoing  distribution  level.  The operating  reserve that was  distributed  was
estimated at $7.45 per Unit. The General Partners distributed, concurrently with
the  distribution  for the third  quarter of 1995,  a portion  of the  operating
reserve of the Partnership  estimated to be $10.14 per Unit. Future distribution
levels will be based on cash  available  for  distributions  (cash flow from all
sources,  less cash  necessary  for capital  improvement  needs and to establish
reserves).

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
          -------------------------------------------
     The  Partnership's  financial  statements  are included  elsewhere  herein.
Reference is made to the Index to Financial  Statements and Financial  Statement
Schedules in Item 14(a).

ITEM 9.   DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
          ----------------------------------------------------
     None.

                                       11
<PAGE>
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP.
          ---------------------------------------------------
     The Partnership has no directors or executive officers.

     The Partnership's General Partners are PSI and B. Wayne Hughes. PSI, acting
through its  directors and  executive  officers,  and Mr. Hughes manage and make
investment  decisions  for the  Partnership.  The  Partnership's  mini-warehouse
properties are managed by PSI pursuant to a Management Agreement.  Through 1996,
the  Partnership's  commercial  property  was  managed  by  PSCPG,  now known as
American Office Park Properties,  Inc., pursuant to a Management  Agreement.  In
January  1997,  the  Partnership  transferred  its  business  park to  AOPPLP in
exchange for a 2.5% interest in AOPPLP.

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


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

     B. Wayne Hughes,  age 63, a general partner of the Partnership,  has been a
director of PSI since its  organization  in 1980 and was  President and Co-Chief
Executive  Officer from 1980 until November 1991 when he became  Chairman of the
Board and sole Chief Executive  Officer.  Mr. Hughes was an officer and director
of affiliates of PSMI and a director of PSMI until November 1995. Mr. Hughes has
been  Chairman  of the Board and Chief  Executive  Officer  since 1990 of Public
Storage Properties XI, Inc., Public Storage Properties XIV, Inc., Public Storage
Properties  XV, Inc.,  Public  Storage  Properties  XVI,  Inc.,  Public  Storage
Properties XVII, Inc.,  Public Storage  Properties  XVIII,  Inc., Public Storage
Properties XIX, Inc. and Public Storage Properties XX, Inc.  (collectively,  the
"Public Storage  REITs"),  REITs that were organized by affiliates of PSMI. From
1989-90 until the respective  dates of merger,  he was Chairman of the Board and
Chief Executive  Officer of Public Storage  Properties VI, Inc.,  Public Storage
Properties  VII, Inc.,  Public Storage  Properties  VIII,  Inc.,  Public Storage
Properties  IX, Inc.,  Public  Storage  Properties  X, Inc.  and Public  Storage
Properties XII, Inc., PS Business Parks,  Inc.,  Partners Preferred Yield, Inc.,
Partners  Preferred  Yield II,  Inc.,  Partners  Preferred  Yield III,  Inc. and
Storage  Properties,  Inc.  ("SPI")  (collectively,  the "Merged  Public Storage
REITs"),  affiliated REITs that were merged into PSI between  September 1994 and
December  1996. Mr. Hughes has been active in the real estate  investment  field
for over 25 years.

     Harvey Lenkin,  age 60, became  President and a director of PSI in November
1991.  Mr. Lenkin was an officer and director of PSMI and its  affiliates  until
November  1995. He has been President of the Public Storage REITs since 1990. He
was  President  of the  Merged  Public  Storage  REITs  from  1989-90  until the
respective  dates of merger and was also a director  of SPI from 1989 until June
1996.

                                       12
<PAGE>

     John Reyes, age 36, a certified public accountant,  joined PSMI in 1990 and
was  controller  of PSI from 1992  until  December  1996  when he  became  Chief
Financial  Officer.  He became a Vice  President  of PSI in November  1995 and a
Senior Vice President of PSI in December 1996.  From 1983 to 1990, Mr. Reyes was
employed by Ernst & Young.

     Hugh W. Horne,  age 52, has been a Vice President of PSI since 1980 and was
Secretary of PSI from 1980 until  February 1992 and became Senior Vice President
of PSI in November  1995. He was an officer of PSMI from 1973 to November  1995.
Mr. Horne has been a Vice  President of the Public  Storage REITs since 1993. He
was a Vice  president  of SPI from 1989 until June 1996 and of the other  Merged
Public  Storage  REITs from 1993  until the  respective  dates of merger.  He is
responsible for managing all aspects of property acquisition for PSI.

     Obren B.  Gerich,  age 58, a  certified  public  accountant  and  certified
financial planner, has been a Vice President of PSI since 1980 and became Senior
Vice  President of PSI in November 1995. He was Chief  Financial  Officer of PSI
until  November  1991.  Mr.  Gerich was an officer of PSMI from 1975 to November
1995. He has been Vice President and Secretary of the Public Storage REITS since
1990 and was Chief  Financial  Officer until  November 1995. Mr. Gerich was Vice
President and  Secretary of the Merged  Public  Storage REITs from 1989-90 until
the respective dates of merger.

     Marvin M. Lotz, age 54, has had overall responsibility for Public Storage's
mini-warehouse  operations  since 1988. He became a Senior Vice President of PSI
in  November  1995.  Mr.  Lotz was an  officer of PSMI with  responsibility  for
property acquisitions from 1983 until 1988.

     David Goldberg,  age 47, joined PSMI's legal staff in June 1991,  rendering
services  on behalf  of PSI and PSMI.  He  became a Senior  Vice  President  and
General  Counsel of PSI in November 1995 and Vice President and General  Counsel
of the Public Storage REITs in December 1995. From December 1982 until May 1991,
he was a partner  in the law firm of Sachs &  Phelps,  then  counsel  to PSI and
PSMI.

     A. Timothy Scott, age 45, became a Senior Vice President and Tax Counsel of
PSI and Vice  President and Tax Counsel of the Public  Storage REITs in November
1996.  From June 1991  until  joining  PSI,  Mr.  Scott  practiced  tax law as a
shareholder of the law firm of Heller, Ehrman, White & McAuliffe, counsel to PSI
and PSMI. Prior to June 1991, his professional  corporation was a partner in the
law firm of Sachs & Phelps, then counsel to PSI and PSMI.

     Sarah Hass, age 41, became  Secretary of PSI in February 1992. She became a
Vice President of PSI in November  1995.  She joined PSMI's legal  department in
June 1991,  rendering  services  on behalf of PSI and PSMI.  From 1987 until May
1991,  her  professional  corporation  was a partner  in the law firm of Sachs &
Phelps,  then counsel to PSI and PSMI,  and from April 1986 until June 1987, she
was associated  with that firm,  practicing in the area of securities  law. From
September 1979 until  September  1985, Ms. Hass was associated with the law firm
of Rifkind & Sterling, Incorporated.

     Robert J. Abernethy,  age 57, is President of American Standard Development
Company  and of  Self-Storage  Management  Company,  which  develop  and operate
mini-warehouses. Mr. Abernethy has been a director of PSI since its organization
in 1980.  He is a member of the board of directors of Johns  Hopkins  University
and of the Los Angeles County Metropolitan Transportation Authority and a former
member of the board of directors of the Metropolitan  Water District of Southern
California.

     Dann V. Angeloff, age 61, is President of the Angeloff Company, a corporate
financial  advisory firm. The Angeloff Company has rendered,  and is expected to
continue to render,  financial  advisory and securities  brokerage  services for
PSI. Mr.  Angeloff is the general partner of a limited  partnership  that owns a
mini-warehouse  operated  by PSI and  which  secures  a note  owned by PSI.  Mr.
Angeloff  has been a director  of PSI since its  organization  in 1980.  He is a
director  of Bonded  Motors,  Inc.,  Compensation  Resource  Group,  Datametrics
Corporation,   Nicholas/Applegate   Growth   Equity   Fund,   Nicholas/Applegate
Investment  Trust,  ReadyPac  Produce,  Inc.,  Royce  Medical  Company  and Seda
Specialty Packaging Corp. He was a director of SPI from 1989 until June 1996.

     William C. Baker,  age 63, became a director of PSI in November 1991. Since
April 1996,  Mr.  Baker has been  Chairman  of the Board of Santa  Anita  Realty
Enterprises,  Inc.,  a REIT that owns the Santa Anita  Racetrack  and other real
estate  assets.  In  August  1996,  he  became  Chairman  of the Board and Chief
Executive  Officer of Santa Anita  Operating  Company,  which operates the Santa
Anita Racetrack through its subsidiary the Los Angeles Turf Club,  Incorporated.

                                      13
<PAGE>

From  April  1993  through  May  1995,  Mr.  Baker  was  President  of Red Robin
International,  Inc., an operator and franchiser of casual dining restaurants in
the United States and Canada. Since January 1992, he has been Chairman and Chief
Executive Officer of Carolina Restaurant Enterprises,  Inc., a franchisee of Red
Robin International,  Inc. From 1976 to 1988, he was a principal shareholder and
Chairman  and  Chief  Executive  Officer  of Del Taco,  Inc.,  an  operator  and
franchiser of fast food  restaurants in  California.  Mr. Baker is a director of
Callaway Golf Company.

     Uri P. Harkham, age 48, became a director of PSI in March 1993. Mr. Harkham
has been the  President  and Chief  Executive  Officer  of the  Jonathan  Martin
Fashion  Group,  which  specializes  in designing,  manufacturing  and marketing
women's  clothing,  since its  organization in 1976. Since 1978, Mr. Harkham has
been the  Chairman  of the  Board of  Harkham  Properties,  a real  estate  firm
specializing  in buying and  managing  fashion  warehouses  in Los  Angeles  and
Australia.

     Pursuant to Articles 16 and 17 of the  Partnership's  Amended and  Restated
Agreement of Limited Partnership (the "Partnership Agreement"),  a copy of which
is  included  in the  Partnership's  prospectus  included  in the  Partnership's
Registration Statement, File No. 33-5892, each of the General Partners continues
to serve until (i) death, insanity, insolvency,  bankruptcy or dissolution, (ii)
withdrawal  with the consent of the other general partner and a majority vote of
the  limited  partners,  or (iii)  removal  by a  majority  vote of the  limited
partners.

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

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

ITEM 11.  EXECUTIVE COMPENSATION.
          ----------------------
     The Partnership has no subsidiaries, directors or officers. See Item 13 for
a description of certain  transactions  between the  Partnership and the General
Partners and their affiliates.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
          --------------------------------------------------------------
    (a)   At February 19, 1997, PSI beneficially owned more than 5% of the Units
          of the Partnership:
<TABLE>
<CAPTION>

         Title                                                                        Amount of             Percent
           of                             Name and Address of                         Beneficial               of
         Class                             Beneficial Owner                           Ownership              Class
--------------------      ---------------------------------------------------    -------------------      ----------
<S>                       <C>                                                     <C>                      <C>
Units of Limited          Public Storage, Inc.
Partnership               701 Western Avenue
Interest                  Glendale, CA 91201-2394  (1)                             28,194 Units (1)          53.45%

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

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

               In August  1996,  PSI  completed a cash tender  offer,  which had
          commenced  in July  1996,  pursuant  to which PSI  acquired a total of
          6,537 additional limited  partnership units in the Partnership at $320
          per Unit.

         (b)   The Partnership has no officers and directors.

               The  General  Partners  (or their  predecessor-in-interest)  have
          contributed $266,000 to the capital of the Partnership representing 1%
          of the aggregate capital  contributions and as a result participate in

                                       14
<PAGE>
          the  distributions  to the limited  partners and in the  Partnership's
          profits and losses in the same proportion  that the general  partners'
          capital   contribution  bears  to  the  total  capital   contribution.
          Information  regarding  ownership  of the  Units  by  PSI,  a  General
          Partner,  is set forth under  section  (a) above.  The  directors  and
          executive officers of PSI, as a group, do not own any units.

          (c)   The  Partnership  knows of no contractual  arrangements,  the
          operation of the terms of which may at a  subsequent  date result in a
          change in control of the  Partnership,  except for articles 16, 17 and
          21.1 of the Partnership Agreement,  which provide, in substance,  that
          the limited partners shall have the right, by majority vote, to remove
          a general partner and that a general partner may designate a successor
          with the  consent of the other  general  partner and a majority of the
          limited partners.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
          ----------------------------------------------
     The  Partnership  Agreement  provides  that the General  Partners and their
affiliates are entitled to the following compensation:
          1.   Incentive   distributions   equal  to  10%  of  Cash   Flow  from
               Operations.
          2.   Provided the limited partners have received  distributions  equal
               to 100% of their  investment  plus a cumulative  8% per year (not
               compounded) on their investment  (reduced by distributions  other
               than  from Cash Flow  from  Operations),  subordinated  incentive
               distributions  equal  to 15% of  remaining  Cash  from  Sales  or
               Refinancings.
          3.   Provided the limited partners have received  distributions  equal
               to 100% of their capital  contributions  plus a cumulative 6% per
               year  (not   compounded)   on  their   investment   (reduced   by
               distributions  other  than  distributions  from  Cash  Flow  from
               Operations),  brokerage  commissions  at the  lesser of 3% of the
               sales price of a property or 50% of a competitive commission.

     During 1996,  approximately  $160,000 was paid to PSI with respect to items
1, 2, and 3 above.

     The Partnership  has a Management  Agreement with PSI pursuant to which the
Partnership  pays PSI a fee of 6% of the gross  revenues  of the  mini-warehouse
spaces operated for the  Partnership.  During 1996, the Partnership paid fees of
$143,000 to PSI pursuant to the Management Agreement.

     Through 1996, the  Partnership's  commercial  property was managed by PSCPG
pursuant to a Management  Agreement  which  provides for the payment of a fee by
the Partnership of 5% of the gross revenues of the commercial space operated for
the Partnership.  During 1996, the Partnership paid $26,000 to PSCPG pursuant to
the Management Agreement. PSI has a 95% economic interest (represented by voting
preferred  stock) in PSCPG and the  Hughes  Family  had a 5%  economic  interest
(represented  by voting common  stock) in PSCPG until  December  1996,  when the
Hughes Family sold its interest to Ronald L. Havner,  Jr.,  formerly Senior Vice
President  and Chief  Financial  Officer of PSI, who became the Chief  Executive
Officer of PSCPG.  PSCPG  issued  additional  voting  common  stock to two other
unaffiliated  investors.  In January  1997,  the  Partnership  and PSI and other
related  partnerships  transferred  a total of 35 business  parks to AOPPLP,  an
operating  partnership formed to own and operate business parks in which PSI has
an approximate 85% economic interest.  Included among the properties transferred
was the Partnership's  transfer of its business park to AOPPLP in exchange for a
2.5% interest in AOPPLP.  The general  partner of AOPPLP is PSCPG,  now known as
American Office Park Properties, Inc.

                                       15
<PAGE>

                                     PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
          ---------------------------------------------------------------
         (a)   List of Documents filed as part of the Report.
               1.  Financial Statements:  See Index to Consolidated Financial 
                   Statements and Financial Statement Schedules.
               2.  Financial Statement Schedules:  See Index to Consolidated 
                   Financial Statements and Financial Statement Schedules.
               3.  Exhibits:  See Exhibit Index contained herein.

         (b)   Reports on Form 8-K.
               None

         (c)   Exhibits:  See Exhibit Index contained herein.

  

                                       16
<PAGE>


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



3.1       Amended and  Restated  Agreement  of Limited  Partnership.  Previously
          filed with the Securities and Exchange Commission as an Exhibit to the
          Storage  Equities,   Inc.  Registration  Statement  No.  33-43750  and
          incorporated herein by reference.

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

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

27.       Financial data schedule. Filed herewith.



                                       17
<PAGE>
                                   SIGNATURES


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

                                      PS PARTNERS VIII, LTD.,
                                      a California Limited Partnership
Dated:  March 26, 1997         By:    Public Storage, Inc., General Partner


                               By:    /s/ B Wayne Hughes
                                      ----------------------------------------
                                      B. Wayne Hughes, Chairman of the Board

                               By:    /s/ B Wayne Hughes
                                      ----------------------------------------
                                      B. Wayne Hughes, General Partner


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Partnership in the capacities and on the dates indicated.
<TABLE>

              Signature                             Capacity                                    Date
-----------------------------    ---------------------------------------------       ------------------
<S>                              <C>                                                  <C>
/s/ B. Wayne Hughes              Chairman of the Board and Chief                      March 26, 1997
-----------------------------    Executive Officer of Public Storage, Inc. and
B. Wayne Hughes                  General Partner (principal executive officer)
                                


/s/ Harvey Lenkin                President and Director                               March 26, 1997
-----------------------------    of Public Storage, Inc.
Harvey Lenkin                   


/s/ John Reyes                   Senior Vice President and Chief Financial Officer    March 26, 1997
-----------------------------    of Public Storage, Inc. (principal financial
John Reyes                       officer and principal accounting officer)
                                


/s/ Robert J. Abernethy          Director of Public Storage, Inc.                     March 26, 1997
-----------------------------    
Robert J. Abernethy



/s/ Dann V. Angeloff             Director of Public Storage, Inc.                     March 26, 1997
-----------------------------    
Dann V. Angeloff


/s/ William C. Baker             Director of Public Storage, Inc.                     March 26, 1997
-----------------------------    
William C. Baker


/s/ Uri P. Harkham               Director of Public Storage, Inc.                     March 26, 1997
-----------------------------    
Uri P. Harkham
</TABLE>

                                       18
<PAGE>
                             PS PARTNERS VIII, LTD.,
                        a California Limited Partnership

                          INDEX TO FINANCIAL STATEMENTS
                        AND FINANCIAL STATEMENT SCHEDULES

                                  (Item 14 (a))


                                                                 Page
                                                              References
                                                              -----------


Report of Independent Auditors                                    F-1

Financial Statements and Schedules:

Balance Sheets as of December 31, 1996
   and 1995                                                       F-2

For the years ended December 31, 1996, 1995 and 1994:
                                                                  F-3
   Statements of Income

   Statements of Partners' Equity                                 F-4

   Statements of Cash Flows                                       F-5

   Notes to Financial Statements                               F-6 - F-8

Schedule

   III - Real Estate and Accumulated Depreciation              F-9 - F-10


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

                                       19
<PAGE>
                       Report of Independent Auditors



The Partners
PS Partners VIII, Ltd., a California Limited Partnership


We have  audited the balance  sheets of PS Partners  VIII,  Ltd.,  a  California
Limited  Partnership as of December 31, 1996 and 1995 and the related statements
of income,  partners' equity,  and cash flows for each of the three years in the
period ended December 31, 1996. Our audits also included the financial statement
schedule  listed in the Index at Item  14(a).  These  financial  statements  and
schedule  are  the   responsibility   of  the  Partnership's   management.   Our
responsibility  is to  express  an opinion  on these  financial  statements  and
schedule based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of PS Partners  VIII,  Ltd., a
California Limited Partnership at December 31, 1996 and 1995, and the results of
its  operations  and its cash  flows for each of the three  years in the  period
ended  December 31, 1996,  in  conformity  with  generally  accepted  accounting
principles. Also, in our opinion, the related financial statement schedule, when
considered  in  relation  to the basic  financial  statements  taken as a whole,
presents fairly in all material respects the information set forth therein.






                                                          ERNST & YOUNG LLP




March 18, 1997
Los Angeles, Calfornia

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

                             PS PARTNERS VIII, LTD.,
                        a California Limited Partnership
                                 BALANCE SHEETS
                           December 31, 1996 and 1995

                                                                                              1996               1995
                                                                                    -------------------------------------

                                     ASSETS


<S>                                                                                         <C>               <C>      
Cash and cash equivalents                                                                   $ 209,000         $ 217,000

Rent and other receivables                                                                     10,000             9,000

Real estate facilities, at cost:
          Land                                                                              7,461,000         7,461,000
          Buildings and equipment                                                          16,442,000        16,213,000
                                                                                    -------------------------------------
                                                                                           23,903,000        23,674,000

          Less accumulated depreciation                                                    (6,309,000)       (5,501,000)
                                                                                    -------------------------------------
                                                                                           17,594,000        18,173,000

Other assets                                                                                   45,000            27,000
                                                                                    -------------------------------------

                                                                                         $ 17,858,000      $ 18,426,000
                                                                                    =====================================


                        LIABILITIES AND PARTNERS' EQUITY


Accounts payable                                                                            $ 259,000         $ 324,000

Advance payments from renters                                                                 110,000           112,000

Partners' equity:
          Limited partners' equity, $500 per unit, 150,000
                    units authorized, 52,751 issued and outstanding                        17,279,000        17,776,000
          General partners' equity                                                            210,000           214,000
                                                                                    -------------------------------------

                    Total partners' equity                                                 17,489,000        17,990,000
                                                                                    -------------------------------------

                                                                                         $ 17,858,000      $ 18,426,000
                                                                                    =====================================
</TABLE>
                             See accompanying notes.
                                       F-2

<PAGE>
<TABLE>
<CAPTION>

                             PS PARTNERS VIII, LTD.,
                        a California Limited Partnership
                              STATEMENTS OF INCOME
              For the years ended December 31, 1996, 1995, and 1994



                                                                          1996              1995               1994
                                                                 --------------------------------------------------------
REVENUE:
<S>                                                                    <C>                <C>               <C>        
Rental income                                                          $ 2,907,000        $ 2,783,000       $ 2,776,000
Interest income                                                             15,000             45,000            26,000
                                                                 --------------------------------------------------------
                                                                         2,922,000          2,828,000         2,802,000
                                                                 --------------------------------------------------------

COSTS AND EXPENSES:

Cost of operations                                                         777,000            794,000           797,000
Management fees                                                            169,000            162,000           162,000
Depreciation and amortization                                              808,000            758,000           735,000
Administrative                                                              69,000             68,000            66,000
Environmental costs                                                              -            169,000                 -
                                                                 --------------------------------------------------------
                                                                         1,823,000          1,951,000         1,760,000
                                                                 --------------------------------------------------------

NET INCOME                                                             $ 1,099,000          $ 877,000       $ 1,042,000
                                                                 ========================================================

Limited partners' share of net income
          ($17.61, $12.32, and $17.29 per unit in
          1996, 1995, and 1994, respectively)                            $ 929,000          $ 650,000         $ 912,000
General partners' share of net income                                      170,000            227,000           130,000
                                                                 ========================================================
                                                                      $  1,099,000          $ 877,000       $ 1,042,000
                                                                 ========================================================
</TABLE>
                             See accompanying notes.
                                       F-3

<PAGE>
<TABLE>
<CAPTION>

                             PS PARTNERS VIII, LTD.,
                        a California Limited Partnership
                         STATEMENTS OF PARTNERS' EQUITY
              For the years ended December 31, 1996, 1995, and 1994




                                                                      Limited            General
                                                                      Partners          Partners            Total
                                                                 --------------------------------------------------------

<S>                                                                   <C>                   <C>            <C>         
Balances at December 31, 1993                                         $ 19,251,000          $ 229,000      $ 19,480,000

Net income                                                                 912,000            130,000         1,042,000

Distributions                                                           (1,076,000)          (132,000)       (1,208,000)
                                                                 --------------------------------------------------------

Balances at December 31, 1994                                           19,087,000            227,000        19,314,000

Net income                                                                 650,000            227,000           877,000

Distributions                                                           (1,961,000)          (240,000)       (2,201,000)
                                                                 --------------------------------------------------------

Balances at December 31, 1995                                           17,776,000            214,000        17,990,000

Net income                                                                 929,000            170,000         1,099,000

Distributions                                                           (1,426,000)          (174,000)       (1,600,000)
                                                                 --------------------------------------------------------

Balances at December 31, 1996                                         $ 17,279,000          $ 210,000      $ 17,489,000
                                                                 ========================================================
</TABLE>
                             See accompanying notes.
                                       F-4

<PAGE>
<TABLE>
<CAPTION>

                             PS PARTNERS VIII, LTD.,
                        a California Limited Partnership
                        STATEMENTS OF CASH FLOWS For the
                  years ended December 31, 1996, 1995, and 1994



                                                                         1996              1995              1994
                                                                   ------------------------------------------------------

Cash flows from operating activities:

          <S>                                                            <C>                 <C>             <C>        
          Net income                                                     $ 1,099,000         $ 877,000       $ 1,042,000

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

                    Depreciation and amortization                            808,000           758,000           735,000
                    (Increase) decrease in rent and other receivables         (1,000)            3,000             3,000
                    (Increase) decrease in other assets                      (18,000)            8,000            (2,000)
                    (Decrease) increase in accounts payable                  (65,000)          171,000             4,000
                    Decrease in advance payments from renters                 (2,000)          (15,000)          (15,000)
                                                                   ------------------------------------------------------

                              Total adjustments                              722,000           925,000           725,000
                                                                   ------------------------------------------------------

                              Net cash provided by operating activities    1,821,000         1,802,000         1,767,000
                                                                   ------------------------------------------------------

Cash flows from investing activities:

                    Additions to real estate facilities                     (229,000)         (272,000)         (181,000)
                                                                   ------------------------------------------------------

                              Net cash used in investing activities         (229,000)         (272,000)         (181,000)
                                                                   ------------------------------------------------------

Cash flows from financing activities:

                     Distributions to partners                            (1,600,000)       (2,201,000)       (1,208,000)
                                                                   ------------------------------------------------------

                              Net cash used in financing activities       (1,600,000)       (2,201,000)       (1,208,000)

                                                                   ------------------------------------------------------

Net (decrease) increase in cash and cash equivalents                          (8,000)         (671,000)          378,000

Cash and cash equivalents at the beginning of the year                       217,000           888,000           510,000
                                                                   ------------------------------------------------------

Cash and cash equivalents at the end of the year                           $ 209,000         $ 217,000         $ 888,000
                                                                   ======================================================
</TABLE>

                             See accompanying notes.
                                       F-5

<PAGE>

                             PS PARTNERS VIII, LTD.,
                        a California Limited Partnership
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1996




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

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

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

               The Partnership has invested in existing  mini-warehouse  storage
          facilities which offer self-service  storage spaces for lease, usually
          on a  month-to-month  basis,  to the  general  public and, to a lesser
          extent,  in an existing business park facility which offers industrial
          and office space for lease. The Partnership has ownership interests in
          5 properties,  which exclude 1 property transferred to American Office
          Park Properties, L.P. ("AOPPLP") in January 1997 (see Note 6).

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

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

          Revenue Recognition
          -------------------
               Property rents are recognized as earned.

          Allocation of Net Income
          ------------------------
               The General  Partners'  share of net income consists of an amount
          attributable  to  their  1%  capital  contribution  and an  additional
          percentage of cash flow (as defined,  see note 2) which relates to the
          General  Partners'  share of cash  distributions  as set  forth in the
          Partnership  Agreement.  All  remaining net income is allocated to the
          limited partners.

          Per Unit Data
          -------------
               Per unit data is based on the weighted  average number of limited
          partnership units (52,751) outstanding during the year.


                                      F-6
<PAGE>



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

          Environmental Cost
          ------------------
               Substantially all of the  Partnership's  facilities were acquired
          prior  to  the  time  that  it  was  customary  to  conduct  extensive
          environmental   investigations   in   connection   with  the  property
          acquisitions.  During  the  fourth  quarter  of 1995,  an  independent
          environmental  consulting firm completed environmental  assessments on
          the Partnership's  properties to evaluate the environmental  condition
          of, and potential environmental liabilities of such properties.  Based
          on the assessments,  the Partnership believes that it is probable that
          it  will  incur  costs  totaling  $153,000  for  known   environmental
          remediation   requirements  which  the  Partnership  has  accrued  and
          expensed in 1995.  During 1996 and 1995, the Partnership  paid $21,000
          and  $16,000,  respectively,  in  connection  with  the  environmental
          remediations.  Although there can be no assurance,  the Partnership is
          not  aware  of  any  unaccrued  environmental   contamination  of  its
          facilities which individually or in the aggregate would be material to
          the Partnership's overall business, financial condition, or results of
          operations.

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

          Cash Distributions
          ------------------
               The Partnership Agreement provides for quarterly distributions of
          cash flow from operations (as defined).  Cash  distributions  per unit
          were  $27.04,   $37.18,  and  $20.40  during  1996,  1995,  and  1994,
          respectively.

          Cash and Cash Equivalents
          -------------------------
               For financial statement purposes,  the Partnership  considers all
          highly liquid investments purchased with a maturity of three months or
          less to be cash equivalents.

2.        General Partners' Equity
          ------------------------
               The General  Partners have a 1% interest in the  Partnership.  In
          addition,   the  General   Partners   have  a  10%  interest  in  cash
          distributions  attributable to operations,  exclusive of distributions
          attributable to sales and refinancing proceeds.

               Proceeds from sales and refinancings will be distributed entirely
          to the limited  partners  until the  limited  partners  recover  their
          investment  plus a  cumulative  8%  annual  return  (not  compounded).
          Thereafter,  the General  Partners  have a 15%  interest in  remaining
          proceeds.

3.        Related Party Transactions
          --------------------------
               The Partnership  has a management  agreement with PSI pursuant to
          which PSI operates the Partnership's  mini-warehouses  for a fee equal
          to 6% of the facilities'  monthly gross revenue (as defined).  Through
          1996,  the  Partnership's  commercial  property was operated by Public
          Storage  Commercial  Properties  Group, Inc.  ("PSCPG")  pursuant to a
          management  agreement  which  provides  for a fee  equal  to 5% of the
          facility's monthly gross revenue (as defined).

               PSI has a 95%  economic  interest in PSCPG and the Hughes  Family
          had a 5%  economic  interest in PSCPG until  December  1996,  when the
          Hughes  Family sold its  interest to Ronald L. Havner,  Jr.,  formerly
          Senior Vice President and Chief  Financial  Officer of PSI, who became
          the Chief Executive Officer of PSCPG. PSCPG,

                                      F-7
<PAGE>
3.       Related Party Transactions (continued)
         -------------------------------------
         now known as American Office Park Properties, Inc., issued additional 
         voting common stock to two other unaffiliated investors.  See Note 6.

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

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

               Taxable net income was $1,315,000,  $1,153,000 and $1,191,000 for
          the years ended December 31, 1996,  1995 and 1994,  respectively.  The
          difference between taxable income and book income is primarily related
          to timing differences in depreciation expense.

6.       Subsequent Event
         ----------------
               In  January  1997,  the  Partnership  and PSI and  other  related
          partnerships  transferred a total of 35 business  parks to AOPPLP,  an
          operating  partnership  formed to own and  operate  business  parks in
          which PSI has an approximate 85% economic interest. Included among the
          properties  transferred was the Partnership's transfer of its business
          park to AOPPLP in exchange for a 2.5% interest in AOPPLP.  The general
          partner  of  AOPPLP  is  PSCPG,  now  known as  American  Office  Park
          Properties, Inc.

                                      F-8
<PAGE>
<TABLE>
<CAPTION>

                             PS PARTNERS VIII, LTD.
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION


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


<S>   <C>                                                       <C>           <C>                <C>       
7/87  Oakbrook Terrace                                          $ 912,000     $ 2,688,000        $ 583,000 

10/87 Plantation/S. State Rd.                                     924,000       1,801,000          224,000 

2/88  Anaheim/Lakeview                                            995,000       1,505,000          445,000 

8/87  San Antonio/Austin Hwy.                                     400,000         850,000          163,000 

10/87 Rockville/Fredrick Rd.                                    1,695,000       3,305,000          611,000 


Business
Park

5/87  Carson/Leapwood                                           2,535,000       3,165,000        1,102,000 
                                                         --------------------------------------------------

                                                              $ 7,461,000    $ 13,314,000      $ 3,128,000 
                                                         ==================================================

</TABLE>
<TABLE>
<CAPTION>
                             PS PARTNERS VIII, LTD.
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION


                                                        
                                                                             Gross Carrying Amount
                                                                             At December 31, 1996
                                                         --------------------------------------------------------------
Date                                                                        Building &                    Accumulated
Acquired                 Description                          Land         Improvements       Total      Depreciation
-----------------------------------------------------------------------------------------------------------------------
    Mini-warehouse


<S>   <C>                                                      <C>            <C>            <C>           <C>        
7/87  Oakbrook Terrace                                         $ 912,000      $ 3,271,000    $ 4,183,000   $ 1,258,000

10/87 Plantation/S. State Rd.                                    924,000        2,025,000      2,949,000       754,000

2/88  Anaheim/Lakeview                                           995,000        1,950,000      2,945,000       692,000

8/87  San Antonio/Austin Hwy.                                    400,000        1,013,000      1,413,000       370,000

10/87 Rockville/Fredrick Rd.                                   1,695,000        3,916,000      5,611,000     1,448,000


Business
Park

5/87  Carson/Leapwood                                          2,535,000        4,267,000      6,802,000     1,787,000
                                                        ---------------------------------------------------------------

                                                             $ 7,461,000     $ 16,442,000   $ 23,903,000   $ 6,309,000
                                                        ===============================================================

</TABLE>
                                      F-9
<PAGE>
<TABLE>
<CAPTION>
                             PS PARTNERS VIII, LTD.
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION

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


                       GROSS CARRYING COST RECONCILIATION

                                                                               For the years ended December 31,

                                                                            1996             1995              1994
                                                                      ----------------------------------------------------
<S>                                                                       <C>              <C>               <C>         
Balance at the beginning of the period                                    $ 23,674,000     $ 23,402,000      $ 23,221,000

Additions during the period:

  Improvements, etc.                                                           229,000          272,000           181,000

Deductions during the period                                                         -                -                 -
                                                                      ----------------------------------------------------


Balance at the end of the period                                          $ 23,903,000     $ 23,674,000      $ 23,402,000
                                                                      ====================================================


                     ACCUMULATED DEPRECIATION RECONCILIATION


                                                                               For the years ended December 31,

                                                                            1996             1995              1994
                                                                      ----------------------------------------------------

Balance at the beginning of the period                                    $ 5,501,000      $ 4,743,000       $ 4,029,000

Additions during the period:

  Improvements, etc.                                                                                 -                 -

  Depreciation                                                                808,000          758,000           714,000

Deductions during the period                                                        -                -                 -
                                                                      ----------------------------------------------------


Balance at the end of the period                                          $ 6,309,000      $ 5,501,000       $ 4,743,000
                                                                      ====================================================

</TABLE>
(b) The  aggregate  cost of real  estate  for  Federal  Income Tax  purposes  
    is $23,722,000 at December 31, 1996.


                                      F-10