FIRST AMENDMENT TO 
AGREEMENT OF SALE AND ESCROW AGREEMENT



	THIS FIRST AMENDMENT TO AGREEMENT OF SALE AND ESCROW 
AGREEMENT (this "Amendment") is made and entered into as of this 6th day of 
August, 1997, by and between BALCOR/COLONIAL STORAGE INCOME FUND - 85, an 
Illinois limited partnership ("Seller"), ACQUIPORT/AMSDELL I LIMITED 
PARTNERSHIP, a Delaware limited partnership ("Purchaser"), and NEAR NORTH 
NATIONAL TITLE CORPORATION ("Escrow Agent").

	RECITALS:

	Seller and Purchaser are parties to that certain Agreement of Sale, 
dated June 16, 1997 (the "Agreement"), pursuant to which Purchaser has agreed 
to purchase and Seller has agreed to sell certain Property (as defined in the 
Agreement) legally described and depicted on Exhibit A attached to the 
Agreement.
 
	Seller, Purchaser and Escrow Agent are parties to that certain Escrow 
Agreement, dated June 16, 1997 (the "Escrow Agreement"), pursuant to which 
Purchaser has agreed to deposit funds in escrow to be held by Escrow Agent in 
accordance with the terms of the Escrow Agreement.
 
	Seller and Purchaser desire to amend the Agreement and the Escrow 
Agreement in accordance with the terms of this Amendment.
 
	Seller and Purchaser desire to amend the Agreement and the Escrow 
Agreement in accordance with the terms of this Amendment.

	AGREEMENT

	NOW, THEREFORE, in consideration of the mutual covenants and agreements 
hereinafter set forth and other good and valuable consideration, the receipt 
and sufficiency of which is hereby acknowledged, the parties hereby agree as 
follows:



1.      All terms not otherwise defined herein shall have the meanings ascribed 
to each in the Agreement.

2.      Paragraph 2.1 of the Agreement is deleted in its entirety and replaced 
with the following:

	"2.1 On or before August 26, 1997, Purchaser shall deliver to Escrow 
Agent funds in the amount of Five Hundred Thousand Dollars and No/100 Dollars 
($500,000.00) (the "Original Earnest Money").  On or before September 25, 1997, 
Purchaser shall deliver to Escrow Agent additional funds in the amount of Five 
Hundred Thousand Dollars and No/100 Dollars ($500,000.00) (the "Additional 
Earnest Money"; the Original Earnest Money, together with the Additional 
Earnest Money, if any, shall be hereinafter referred to as the "Earnest 
Money")."

3.      The first grammatical sentence of Paragraph 5.2 of the Agreement is 
deleted in its entirety and replaced with the following:

	"Purchaser shall have until 5:00 p.m. Chicago time on 
September 25, 1997 (the "Title Review Period") to examine the Title 
Commitments, Updated Surveys and the Documents of Record."

4.      The following paragraph is inserted as the second paragraph of 
Paragraph 7.2 of the Agreement:

	"Purchaser shall have until September 25, 1997 to conduct an 
environmental review of the Property.  If Purchaser is dissatisfied, in 
Purchaser's sole discretion, with the results of the tests, studies or 
investigations performed or information received pursuant to this Paragraph 7.2,
Purchaser shall have the right to terminate this Agreement by giving written 
notice of such termination to Seller at any time prior to 5:00 p.m. Chicago time
on September 25, 1997.  If written notice is not received by Seller pursuant 
to this Paragraph 7.2 prior to 5:00 p.m. Chicago time on September 25, 1997, 
then the right of Purchaser to terminate this Agreement pursuant to this 
Paragraph 7.2 shall be waived.  If Purchaser terminates this Agreement by 
written notice to Seller prior to 5:00 p.m. Chicago time on September 25, 1997: 
(i) Purchaser shall promptly deliver to Seller copies of all studies, reports 
and other investigations obtained by Purchaser in connection with its review of 
the Property; and (ii) the Earnest Money deposited by Purchaser shall be 
immediately paid to Purchaser, together with any interest earned thereon, and 
neither Purchaser nor Seller shall have any right, obligation or liability 
under this Agreement, except for Purchaser's obligation to indemnify Seller and 
restore the Property, as more fully set forth in Paragraph 7.1."

5.      Paragraphs 8.1(ii) and 8.1(iii) of the Agreement are deleted in their 
entirety and replaced with the following:

	" (ii) On or before the earlier of (a) the date seventy-five (75) days 
immediately following the later of (1) the date on which the consent 
solicitation to the limited partners of Seller has been cleared by the 
Securities and Exchange Commission with no further comment and (2) the waiver 
of Purchaser's termination right contained in Paragraph 7.2 herein and 
(b) January 31, 1998, obtaining the consent to the transaction set forth in 
this Agreement from the limited partners of Seller in accordance with the terms 
of the Amended and Restated Agreement and Certificate of Limited Partnership of 
Balcor/Colonial Storage Income Fund-85 ("Partnership Agreement").

		(iii)   On or before the earlier of (a) the date seventy-five 
(75) days immediately following the later of (1) the date on which the consent 
solicitation to the limited partners of Seller has been cleared by the 
Securities and Exchange Commission with no further comment and (2) the waiver 
of Purchaser's termination right contained in Paragraph 7.2 herein and (b) 
January 31, 1998, obtaining the consent of Colonial in its capacity as general 
partner of the Seller to the transaction set forth in this Agreement."

6.      The first grammatical sentence of the continuing paragraph following 
Paragraph 8.1(iii) of the Agreement is deleted in its entirety.

7.      Paragraph 1 of the Escrow Agreement is deleted in its entirety and 
replaced with the following:

	"1. On or before August 26, 1997, Purchaser may deliver to Escrow Agent 
funds in the amount of Five Hundred Thousand Dollars and No/100 Dollars 
($500,000.00) (the "Original Earnest Money").  On or before September 25, 1997, 
Purchaser may deliver to Escrow Agent additional funds in the amount of Five 
Hundred Thousand Dollars and No/100 Dollars ($500,000.00) (the "Additional 
Earnest Money"; the Original Earnest Money, together with the Additional 
Earnest Money, if any, shall be hereinafter referred to as the "Earnest Money").
On or before September 25, 1997, Purchaser may deliver to Escrow Agent and 
Seller notifying Escrow Agent and Seller that Purchaser has elected to 
terminate the Agreement pursuant to Paragraph 7 of the Agreement (the 
"Termination Notice").  In the event that Purchaser delivers to Escrow Agent 
and the Seller the Termination Notice on or before September 25, 1997, Escrow 
Agent shall promptly deliver to Purchaser the Earnest Money, together with all 
interest earned thereon, and this Escrow Agreement shall be null and void."

8.      Except as amended hereby, the Agreement and the Escrow Agreement shall 
be and remain unchanged and in full force and effect in accordance with its 
terms.

9.      This Amendment may be executed in counterparts each of which shall be 
deemed an original, but all of which, when taken together shall constitute one 
and the same instrument.  To facilitate the execution of this Amendment, 
Seller, Purchaser and Escrow Agent may execute and exchange by telephone 
facsimile counterparts of the signature pages, with each facsimile being deemed 
an "original" for all purposes.

	[EXECUTION PAGE TO FOLLOW]
<PAGE>



	IN WITNESS WHEREOF, the parties have executed this Amendment as of the 
date first set forth above.

						PURCHASER:

                                				ACQUIPORT/AMSDELL I LIMITED 
                                				PARTNERSHIP, a Delaware limited 
                                				partnership

                              						By:     Amsdell Partners, Inc., 
                                      						an Ohio corporation, its general 
                                      						partner

                                						By:     Don Amsdell
                                						Name:   
                                						Its:    



						SELLER:

Date of Seller's Acceptance:        BALCOR/COLONIAL STORAGE INCOME FUND - 85, 
August 6, 1997                       an Illinois limited partnership

                              						By:     Balcor Storage Partners - 85, an 
                                            Illinois general partnership, a 
                                            General Partner

                               							By:     The Balcor Company, a Delaware 
                                        						corporation, its General Partner

                                								By:     Beth Goldstein
                                								Name:   Beth Goldstein
                                								Its:    Authorized Agent


<PAGE>
                             						ESCROW AGENT:

                             						NEAR NORTH NATIONAL TITLE	CORPORATION

                             						By:     Michael Beach
                             						Name:   Michael Beach
                             						Its:    Escrow Officer