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

                                    FORM 10-Q

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

For the period ended June 30, 1997

                                       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 0-11981
                       -------

                              PS PARTNERS II, LTD.
                           --------------------------
             (Exact name of registrant as specified in its charter)



          California                                          95-3878680
------------------------------                          ---------------------
(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
                                                     --------------




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
                                       ---  ---

<PAGE>


                                      INDEX



PART I.   FINANCIAL INFORMATION

    Condensed consolidated balance sheets at June 30, 1997
          and December 31, 1996                                             2

    Condensed consolidated statements of income for the three
         and six months ended June 30, 1997 and 1996                        3

    Condensed consolidated statements of cash flows for the
         six months ended June 30, 1997 and 1996                          4-5

    Notes to condensed consolidated financial statements                  6-7

    Management's discussion and analysis of financial condition
         and results of operations                                       8-11

PART II.  OTHER INFORMATION

    (Items 1 through 5 are not applicable)

    Item 6 - Exhibits and Reports on Form 8-K                              12





<PAGE>



                              PS PARTNERS II, LTD.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>


                                                                                       June 30,          December 31,
                                                                                         1997               1996
                                                                                  ---------------------------------------
                                                                                     (Unaudited)
                                     ASSETS


        <S>                                                                             <C>              <C>        
        Cash and cash equivalents                                                       $ 863,000        $ 1,239,000

        Rent and other receivables                                                         80,000            123,000

        Real estate facilities, at cost:
           Land                                                                        10,580,000         17,414,000
           Buildings and equipment                                                     58,639,000         73,222,000
                                                                                  ---------------------------------------
                                                                                       69,219,000         90,636,000

           Less accumulated depreciation                                              (30,682,000)       (37,683,000)
                                                                                  ---------------------------------------
                                                                                       38,537,000         52,953,000

        Investment in real estate entity                                               13,934,000                  -

        Other assets                                                                      146,000            243,000
                                                                                  ---------------------------------------

                                                                                     $ 53,560,000       $ 54,558,000
                                                                                  =======================================


                        LIABILITIES AND PARTNERS' EQUITY


        Accounts payable                                                                $ 423,000          $ 519,000

        Advance payments from renters                                                     464,000            427,000

        Minority interest in general partnerships                                      14,999,000         15,069,000

        Partners' equity:
           Limited partners' equity,  $500 per unit, 128,000
               units authorized, issued and outstanding                                37,215,000         38,077,000
           General partner's equity                                                       459,000            466,000
                                                                                  ---------------------------------------

        Total partners' equity                                                         37,674,000         38,543,000
                                                                                  ---------------------------------------

                                                                                     $ 53,560,000       $ 54,558,000
                                                                                  =======================================
</TABLE>
                            See accompanying notes.
                                       2

<PAGE>


                              PS PARTNERS II, LTD.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)


<TABLE>
<CAPTION>


                                                                     Three Months Ended                 Six Months Ended
                                                                          June 30,                          June 30,
                                                             --------------------------------------------------------------------
                                                                    1997            1996             1997             1996
                                                             --------------------------------------------------------------------

       REVENUE:

       <S>                                                      <C>             <C>              <C>              <C>        
       Rental income                                            $ 3,404,000     $ 3,820,000      $ 6,657,000      $ 7,583,000
       Equity in income of real estate entity                       209,000               -          357,000                -
       Interest income                                               10,000          11,000           25,000           23,000
                                                             --------------------------------------------------------------------
                                                                  3,623,000       3,831,000        7,039,000        7,606,000
                                                             --------------------------------------------------------------------

       COSTS AND EXPENSES:

       Cost of operations                                         1,030,000       1,248,000        2,091,000        2,560,000
       Management fees                                              204,000         223,000          399,000          443,000
       Depreciation and amortization                                711,000         861,000        1,420,000        1,716,000
       Interest expense                                                   -               -                -           14,000
       Administrative                                                52,000          69,000           72,000           86,000
                                                             --------------------------------------------------------------------
                                                                  1,997,000       2,401,000        3,982,000        4,819,000
                                                             --------------------------------------------------------------------

       Income before minority interest                            1,626,000       1,430,000        3,057,000        2,787,000

       Minority interest in income                                 (436,000)       (419,000)        (820,000)        (784,000)
                                                             --------------------------------------------------------------------

       NET INCOME                                               $ 1,190,000     $ 1,011,000      $ 2,237,000      $ 2,003,000
                                                             ====================================================================

       Limited partners' share of net income
          ($14.90 per unit in 1997 and $13.63
          per unit in 1996)                                                                      $ 1,907,000      $ 1,745,000
       General partner's share of net income                                                         330,000          258,000
                                                                                              -----------------------------------   
                                                                                                 $ 2,237,000      $ 2,003,000
                                                                                              ===================================
</TABLE>
                            See accompanying notes.
                                       3


<PAGE>


                              PS PARTNERS II, LTD.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                          Six Months Ended
                                                                                              June 30,
                                                                              -----------------------------------------
                                                                                      1997                1996
                                                                              -----------------------------------------

     CASH FLOWS FROM OPERATING ACTIVITIES:

        <S>                                                                       <C>                 <C>        
        Net income                                                                $ 2,237,000         $ 2,003,000

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

            Depreciation and amortization                                           1,420,000           1,716,000
            Decrease in rent and other receivables                                     43,000              66,000
            Decrease (increase) in other assets                                        97,000             (37,000)
            Decrease in accounts payable                                              (96,000)            (27,000)
            Increase in advance payments from renters                                  37,000              52,000
            Equity in income of real estate entity                                   (357,000)                  -
            Minority interest in income                                               820,000             784,000
                                                                              -----------------------------------------

              Total adjustments                                                     1,964,000           2,554,000
                                                                              -----------------------------------------

              Net cash provided by operating activities                             4,201,000           4,557,000
                                                                              -----------------------------------------

     CASH FLOWS USED IN INVESTING ACTIVITIES:

        Investment in real estate entity                                               (3,000)                  -
        Additions to real estate facilities                                          (578,000)           (344,000)
                                                                              -----------------------------------------

              Net cash used in investing activities                                  (581,000)           (344,000)
                                                                              -----------------------------------------

     CASH FLOWS USED IN FINANCING ACTIVITIES:

        Principal payments on mortgage notes payable                                        -          (2,260,000)
        Distributions to holder of minority interest                                 (890,000)           (876,000)
        Contribution from holder of minority interest                                       -           1,438,000
        Distributions to partners                                                  (3,106,000)         (2,403,000)
                                                                              -----------------------------------------

              Net cash used in financing activities                                (3,996,000)         (4,101,000)
                                                                              -----------------------------------------

     Net (decrease) increase in cash and cash equivalents                            (376,000)            112,000

     Cash and cash equivalents at the beginning of the period                       1,239,000             904,000
                                                                              -----------------------------------------
 
     Cash and cash equivalents at the end of the period                             $ 863,000          $1,016,000
                                                                              =========================================

</TABLE>
                            See accompanying notes.
                                       4
<PAGE>


                              PS PARTNERS II, LTD.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                   (Continued)
<TABLE>
<CAPTION>

                                                                                              Six Months Ended
                                                                                              June 30,
                                                                                --------------------------------------
                                                                                       1997               1996
                                                                                --------------------------------------



   SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:


      <S>                                                                            <C>                           <C>
      Investment in real estate entity                                               $ (13,574,000)                $ -

      Transfer of real estate facilities for interest in real estate entity             13,574,000                   -

</TABLE>

                            See accompanying notes.
                                       5

<PAGE>


                              PS PARTNERS II, LTD.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1997
                                   (UNAUDITED)


1.   The accompanying unaudited condensed consolidated financial statements have
     been prepared  pursuant to the rules and  regulations of the Securities and
     Exchange Commission.  Certain information and footnote disclosures normally
     included in financial  statements  prepared in  accordance  with  generally
     accepted  accounting  principles have been condensed or omitted pursuant to
     such  rules  and  regulations,   although   management  believes  that  the
     disclosures contained herein are adequate to make the information presented
     not misleading. These unaudited condensed consolidated financial statements
     should be read in  conjunction  with the financial  statements  and related
     notes appearing in the Partnership's  Form 10-K for the year ended December
     31, 1996.

2.   In  the  opinion  of  management,   the  accompanying  unaudited  condensed
     consolidated  financial  statements reflect all adjustments,  consisting of
     only  normal  accruals,  necessary  to  present  fairly  the  Partnership's
     financial  position at June 30,  1997,  the results of  operations  for the
     three and six months  ended  June 30,  1997 and 1996 and cash flows for the
     six months then ended.

3.   The results of operations  for the three and six months ended June 30, 1997
     are not  necessarily  indicative of the results to be expected for the full
     year.

4.   Effective January 2, 1997, Public Storage,  Inc. ("PSI"), the Partnership's
     general  partner,  formed a new private real estate  investment trust named
     American  Office  Park  Properties,  Inc.  ("AOPP")  which  will  focus its
     investment efforts on the ownership and management of commercial properties
     (also  referred to as business park  facilities).  In  connection  with the
     formation of AOPP, PSI and affiliated  partnerships  transferred commercial
     properties to a newly created  partnership  underlying AOPP in exchange for
     limited  partnership   interests  (AOPP  and  the  underlying   partnership
     collectively  referred to as the "New REIT"). The Partnership  participated
     in the initial transaction by exchanging its two commercial properties, one
     of which was owned jointly by the  Partnership and PSI, for 576,250 limited
     partnership  units,  which  represented  approximately  8.6% of the initial
     capitalization of the partnership underlying AOPP.

     The number of limited  partnership  units received by the  Partnership  was
     based on the  relative  fair market value of the  Partnership's  commercial
     properties  exchanged  compared to the  aggregate  of all other real estate
     assets   exchanged  for  limited   partnership   units  in  the  underlying
     partnership.  The Partnership's  limited partnership units, pursuant to the
     terms and  conditions  of the governing  documents,  are  convertible  into
     shares of common stock of AOPP.


                                       6
<PAGE>

4.   (Continued)

     The  general  partners  believe  that  the   concentration  of  PSI's,  the
     Partnership's and affiliate entities'  commercial  properties into a single
     entity will create a vehicle which should  facilitate future growth in this
     segment  of  the  real  estate  industry.  PSI,  the  Partnership  and  the
     affiliates transferring real estate assets to the New REIT will participate
     in the growth through their ownership interests in the New REIT.

     The  Partnership  accounts for its  investment in New REIT using the equity
     method of  accounting;  accordingly,  equity  in  earnings  of real  estate
     entity, as reflected on the Partnership's statement of income for the three
     and six months ended June 30, 1997,  reflects  the  Partnership's  pro rata
     share  of the  earnings  of the New  REIT.  The  investment  was  initially
     recorded at the  Partnership's  net book value of its properties  exchanged
     for limited partnership units. The investment is subsequently  adjusted for
     the  Partnership's  pro rata  share of income  and  distributions  from the
     underlying partnership of the New REIT.



                                       7
<PAGE>


                              PS PARTNERS II, LTD.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations:
---------------------

THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996:

     The  Partnership's  net income for the three months ended June 30, 1997 was
$1,190,000  compared to  $1,011,000  for the three  months  ended June 30, 1996,
representing an increase of $179,000,  or 18%. Excluding the 1996 operations for
the  Partnership's  business  park  facilities as compared to the 1997 equity in
income  of  real  estate  entity,  the  increase  is due to an  increase  in the
Partnership's mini-warehouse operations.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$3,404,000  compared to $3,264,000  for the three months ended June 30, 1997 and
1996, respectively, representing an increase of $140,000, or 4%. The increase in
rental  income was  primarily  attributable  to  increased  rental  rates at the
Partnership's  mini-warehouse facilities,  partially offset by decreased average
occupancy  levels.  The monthly  average  realized  rent per square foot for the
mini-warehouse  facilities  was $.64 compared to $.60 for the three months ended
June 30, 1997 and 1996,  respectively.  The weighted average occupancy levels at
the  mini-warehouse  facilities  decreased  from 92% to 90% for the three months
ended  June 30,  1996 and  1997,  respectively.  Cost of  operations  (including
management  fees) increased  $107,000,  or 9%, to $1,234,000 from $1,127,000 for
the three months ended June 30, 1997 and 1996,  respectively.  This increase was
primarily attributable to increases in repairs and maintenance, advertising, and
property  tax  expenses.   Accordingly,  for  the  Partnership's  mini-warehouse
operations,  property net  operating  income  increased by $33,000,  or 2%, from
$2,137,000  to  $2,170,000  for the three  months  ended June 30, 1996 and 1997,
respectively.

     Effective January 2, 1997, Public Storage,  Inc. ("PSI"), the Partnership's
general  partner,  formed a new  private  real  estate  investment  trust  named
American Office Park Properties,  Inc.  ("AOPP") which will focus its investment
efforts on the ownership and management of commercial properties.  In connection
with  the  formation  of  AOPP,  PSI  and  affiliated  partnerships  transferred
commercial properties to a newly created partnership underlying AOPP in exchange
for  limited  partnership   interests  (AOPP  and  the  underlying   partnership
collectively referred to as the "New REIT"). The Partnership participated in the
initial  transaction by exchanging its two commercial  properties,  one of which
was owned jointly by the Partnership  and PSI, for 576,250  limited  partnership
units, which represented approximately 8.6% of the initial capitalization of the
partnership underlying AOPP.

      The  Partnership  accounts for its investment in New REIT using the equity
method of accounting. The following table summarizes the Partnership's equity in
earnings from its investment in the New REIT for the three months ended June 30,


                                       9
<PAGE>

1997 compared to the operation of the exchanged business park facilities for the
three months ended June 30, 1996:



                                                   Three Months Ended June 30,
                                                 ------------------------------
                                                      1997            1996
                                                 ------------------------------

Equity in earnings of real estate entity         $  209,000      $         -
Rental income                                             -          556,000
Cost of operations                                        -          344,000
                                                 --------------  -------------- 
Net operating income                                209,000          212,000
Depreciation                                              -          169,000
                                                 --------------  --------------
                                                 $  209,000        $  43,000
                                                 ==============  ==============

     Depreciation   and   amortization   attributable   to   the   Partnership's
mini-warehouses increased $19,000 from $692,000 to $711,000 for the three months
ended  June  30,  1996 and  1997,  respectively.  This  increase  was  primarily
attributable to the  depreciation of capital  expenditures  made during 1996 and
1997.

     Minority  interest in income  increased  $17,000,  or 4%, to $436,000  from
$419,000 for the three months ended June 30, 1997 and 1996,  respectively.  This
increase  was  primarily  attributable  to an  increase  in  operations  at  the
Partnership's real estate facilities owned jointly with PSI.

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996:

     The  Partnership's  net income for the six months  ended June 30,  1997 was
$2,237,000  compared  to  $2,003,000  for the six months  ended  June 30,  1996,
representing an increase of $234,000,  or 12%. Excluding the 1996 operations for
the  Partnership's  business  park  facilities as compared to the 1997 equity in
income  of  real  estate  entity,  the  increase  is due to an  increase  in the
Partnership's mini-warehouse operations.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$6,657,000  compared to  $6,413,000  for the six months  ended June 30, 1997 and
1996, respectively, representing an increase of $244,000, or 4%. The increase in
rental  income was  primarily  attributable  to  increased  rental  rates at the
Partnership's  mini-warehouse facilities,  partially offset by decreased average
occupancy  levels.  The monthly  average  realized  rent per square foot for the
mini-warehouse  facilities  was $.63  compared to $.60 for the six months  ended
June 30, 1997 and 1996,  respectively.  The weighted average occupancy levels at
the mini-warehouse facilities decreased from 90% to 89% for the six months ended
June 30, 1996 and 1997,  respectively.  Cost of operations (including management
fees)  increased  $157,000,  or 7%, to $2,490,000  from  $2,333,000  for the six
months ended June 30, 1997 and 1996,  respectively.  This increase was primarily
attributable  to increases in  advertising,  office,  and property tax expenses.


                                       9
<PAGE>

Accordingly,  for the  Partnership's  mini-warehouse  operations,  property  net
operating income increased by $87,000,  or 2%, from $4,080,000 to $4,167,000 for
the six months ended June 30, 1996 and 1997, respectively.

     The  Partnership  accounts for its  investment in New REIT using the equity
method of accounting. The following table summarizes the Partnership's equity in
earnings  from its  investment in the New REIT for the six months ended June 30,
1997 compared to the operation of the exchanged business park facilities for the
six months ended June 30, 1996:


                                                    Six Months Ended June 30,
                                                 ------------------------------
                                                       1997            1996
                                                 --------------  --------------
Equity in earnings of real estate entity           $  357,000      $         -
Rental income                                               -        1,170,000
Cost of operations                                          -          670,000
                                                 --------------  --------------
Net operating income                                  357,000          500,000
Depreciation                                                -          350,000
                                                 --------------  --------------
                                                   $  357,000       $  150,000
                                                 ==============  ==============

     Depreciation   and   amortization   attributable   to   the   Partnership's
mini-warehouses  increased  $54,000 from  $1,366,000 to  $1,420,000  for the six
months ended June 30, 1996 and 1997,  respectively.  This increase was primarily
attributable to the  depreciation of capital  expenditures  made during 1996 and
1997.

     Minority  interest in income was  $820,000 in 1997  compared to $784,000 in
1996,  representing  an increase of $36,000,  or 5%. This increase was primarily
attributable  to an  increase in  operations  at the  Partnership's  real estate
facilities owned jointly with PSI.

     Interest expense in 1996 represents interest on the Partnership's  mortgage
note payable that was repaid prior to maturity in March 1996.

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 from internally  generated
cash from property operations and cash reserves.  Cash generated from operations
($4,201,000  for the six months ended June 30, 1997) has been sufficient to meet
all current obligations of the Partnership.

     During  1997,  the  Partnership  anticipates  approximately  $1,252,000  of
capital  improvements (of which $257,000  represents PSI's joint venture share).
During 1995, the  Partnership's  property manager commenced a program to enhance
the  visual  appearance  of the  mini-warehouse  facilities.  Such  enhancements


                                       10
<PAGE>

include  new signs,  exterior  color  schemes,  and  improvements  to the rental
offices.  This  program  continued  in 1997.  Total  capital  improvements  were
$578,000 for the six months ended June 30, 1997 of which $460,000 represents the
Partnership's share.

     The  Partnership  paid  distributions  to the limited and general  partners
totaling  $2,767,000  ($21.62 per unit) and $339,000,  respectively,  during the
first six months of 1997.  Future  distribution  rates may be adjusted to levels
which are supported by operating  cash flow after capital  improvements  and any
other necessary obligations.




<PAGE>




                           PART II. OTHER INFORMATION

ITEMS 1 through 5 are not applicable.

Item 6   Exhibits and Reports on Form 8-K
         --------------------------------

      (a)The following Exhibits are included herein:

         (27)    Financial Data Schedule

      (b) Form 8-K

          none


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                      DATED:           August 13, 1997
                                       PS PARTNERS II, LTD.

                      BY:              Public Storage, Inc.
                                       General Partner

                      BY:              /s/ John Reyes
                                       --------------

                                       Senior Vice President and Chief Financial
                                         Officer of Public Storage, Inc.
                                         (principal financial and accounting
                                         officer)

                                       12