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, 1998
                     -------------

                                       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, 1998
     and December 31, 1997                                                  2

Condensed consolidated statements of income for the three
     and six months ended June 30, 1998 and 1997                            3

Condensed consolidated statements of cash flows for the
     six months ended June 30, 1998 and 1997                              4-5

Notes to condensed consolidated financial statements                        6

Management's discussion and analysis of financial condition
     and results of operations                                            7-9

PART II.  OTHER INFORMATION

(Items 1 through 5 are not applicable)

Item 6 - Exhibits and Reports on Form 8-K                                  10


<PAGE>


                              PS PARTNERS II, LTD.
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                            June 30,          December 31,
                                                                              1998               1997
                                                                        ------------------------------------
                                                                            (Unaudited)

                                     ASSETS


        <S>                                                                 <C>                <C>       
        Cash and cash equivalents                                            $2,528,000         $1,085,000

        Rent and other receivables                                               80,000            103,000

        Real estate facilities, at cost:
           Land                                                              10,580,000         10,580,000
           Buildings and equipment                                           59,830,000         59,525,000
                                                                        ------------------------------------
                                                                             70,410,000         70,105,000

           Less accumulated depreciation                                    (33,659,000)       (32,148,000)
                                                                        ------------------------------------
                                                                             36,751,000         37,957,000

        Investment in real estate entity                                     14,020,000         13,978,000

        Other assets                                                            134,000            129,000
                                                                        ------------------------------------

                                                                            $53,513,000        $53,252,000
                                                                        ====================================


                        LIABILITIES AND PARTNERS' EQUITY


        Accounts payable                                                       $496,000           $200,000

        Advance payments from renters                                           510,000            416,000

        Minority interest in general partnerships                            14,764,000         14,966,000

        Partners' equity:
           Limited partners' equity,  $500 per unit, 128,000
              units authorized, issued and outstanding                       37,284,000         37,211,000
           General partner's equity                                             459,000            459,000
                                                                        ------------------------------------

        Total partners' equity                                               37,743,000         37,670,000
                                                                        ------------------------------------

                                                                            $53,513,000        $53,252,000
                                                                        ====================================
</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,
                                                             --------------------------------------------------------------------
                                                                   1998             1997             1998             1997
                                                             --------------------------------------------------------------------

       REVENUE:

       <S>                                                       <C>             <C>              <C>              <C>       
       Rental income                                             $3,490,000      $3,404,000       $6,868,000       $6,657,000
       Equity in income of real estate entity                       247,000         209,000          455,000          357,000
       Interest income                                               29,000          10,000           48,000           25,000
                                                             --------------------------------------------------------------------
                                                                  3,766,000       3,623,000        7,371,000        7,039,000
                                                             --------------------------------------------------------------------

       COSTS AND EXPENSES:

       Cost of operations                                         1,086,000       1,030,000        2,206,000        2,091,000
       Management fees                                              211,000         204,000          414,000          399,000
       Depreciation and amortization                                756,000         711,000        1,511,000        1,420,000
       Administrative                                                59,000          52,000           78,000           72,000
                                                             --------------------------------------------------------------------
                                                                  2,112,000       1,997,000        4,209,000        3,982,000
                                                             --------------------------------------------------------------------

       Income before minority interest                            1,654,000       1,626,000        3,162,000        3,057,000

       Minority interest in income                                 (321,000)       (436,000)        (686,000)        (820,000)
                                                             --------------------------------------------------------------------

       NET INCOME                                                $1,333,000      $1,190,000       $2,476,000       $2,237,000
                                                             ====================================================================

       Limited partners' share of net income
          ($17.29 per unit in 1998 and
          $14.90 per unit in 1997)                                                                $2,213,000       $1,907,000
       General partner's share of net income                                                         263,000          330,000
                                                                                              -----------------------------------
                                                                                                  $2,476,000       $2,237,000
                                                                                              ===================================
</TABLE>
                            See accompanying notes.
                                       3


<PAGE>


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


<TABLE>
<CAPTION>
                                                                                      Six Months Ended
                                                                                          June 30,
                                                                            ------------------------------------
                                                                                   1998               1997
                                                                            ------------------------------------

          CASH FLOWS FROM OPERATING ACTIVITIES:

             <S>                                                                <C>                 <C>       
             Net income                                                         $2,476,000          $2,237,000

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

                 Depreciation and amortization                                   1,511,000           1,420,000
                 Decrease in rent and other receivables                             23,000              43,000
                 (Increase) decrease in other assets                                (5,000)             97,000
                 Increase (decrease) in accounts payable                           296,000             (96,000)
                 Increase in advance payments from renters                          94,000              37,000
                 Equity in income of real estate entity                           (455,000)           (357,000)
                 Minority interest in income                                       686,000             820,000
                                                                            ------------------------------------

                   Total adjustments                                             2,150,000           1,964,000
                                                                            ------------------------------------

          Net cash provided by operating activities                              4,626,000           4,201,000
                                                                            ------------------------------------

          CASH FLOWS USED IN INVESTING ACTIVITIES:

             Distributions from real estate entity                                 413,000                   -
             Investment in real estate entity                                            -              (3,000)
             Additions to real estate facilities                                  (305,000)           (578,000)
                                                                            ------------------------------------

                   Net cash provided by (used in) investing activities             108,000            (581,000)
                                                                            ------------------------------------

          CASH FLOWS USED IN FINANCING ACTIVITIES:

             Distributions to holder of minority interest                         (888,000)           (890,000)
             Distributions to partners                                          (2,403,000)         (3,106,000)
                                                                            ------------------------------------

                   Net cash used in financing activities                        (3,291,000)         (3,996,000)
                                                                            ------------------------------------

          Net increase (decrease) in cash and cash equivalents                   1,443,000            (376,000)

          Cash and cash equivalents at the beginning of the period               1,085,000           1,239,000
                                                                            ------------------------------------

          Cash and cash equivalents at the end of the period                    $2,528,000            $863,000
                                                                            ====================================
</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,
                                                                                    --------------------------------------
                                                                                           1998               1997
                                                                                    --------------------------------------



       Supplemental schedule of noncash investing and financing activities:


          <S>                                                                                <C>          <C>          
          Investment in real estate entity                                                   $-           $(13,570,000)

          Transfer of real estate facilities for interest in real estate entity, net          -             13,570,000

</TABLE>
                            See accompanying notes.
                                       5


<PAGE>


                              PS PARTNERS II, LTD.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1998
                                   (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, 1997.

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,  1998,  the results of  operations  for the
     three and six months  ended  June 30,  1998 and 1997 and cash flows for the
     six months then ended.

3.   The results of operations  for the three and six months ended June 30, 1998
     are not  necessarily  indicative of the results to be expected for the full
     year.


                                       6


<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, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997:

     The  Partnership's  net income for the three months ended June 30, 1998 was
$1,333,000  compared to  $1,190,000  for the three  months  ended June 30, 1997,
representing an increase of $143,000,  or 12%. The increase was primarily due to
decreased  minority  interest in income for those  properties  held jointly with
PSI,  an  increase  in  property  operations  at the  Partnership's  real estate
facilities, and increased interest income.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$3,490,000  compared to $3,404,000  for the three months ended June 30, 1998 and
1997, respectively,  representing an increase of $86,000, or 3%. The increase in
rental  income was  primarily  attributable  to  increased  rental  rates at the
Partnership's   mini-warehouse  facilities,   combined  with  increased  average
occupancy  levels.  The monthly  average  realized  rent per square foot for the
mini-warehouse  facilities  was $.65 compared to $.64 for the three months ended
June 30, 1998 and 1997,  respectively.  The weighted average occupancy levels at
the  mini-warehouse  facilities  increased  from 90% to 91% for the three months
ended  June 30,  1997 and  1998,  respectively.  Cost of  operations  (including
management fees) increased $63,000, or 5%, to $1,297,000 from $1,234,000 for the
three  months  ended June 30, 1998 and 1997,  respectively.  This  increase  was
primarily  attributable  to  increases  in  property  tax  and  advertising  and
promotion  (due  primarily to the PSI national  telephone  reservations  center)
expenses. Accordingly, for the Partnership's mini-warehouse operations, property
net operating  income increased by $23,000 from $2,170,000 to $2,193,000 for the
three months ended June 30, 1997 and 1998, respectively.

     Interest income increased $19,000, or 190%, from $10,000 to $29,000 for the
three  months  ended June 30, 1997 and 1998,  respectively.  This  increase  was
primarily attributable to increased average invested cash balances.

     Depreciation and amortization  increased  $45,000,  or 6%, from $711,000 to
$756,000 for the three months ended June 30, 1997 and 1998,  respectively.  This
increase was primarily  attributable to the depreciation of capital expenditures
made during 1997 and 1998.

     Minority  interest in income decreased  $115,000,  or 26%, to $321,000 from
$436,000 for the three months ended June 30, 1998 and 1997,  respectively.  This
decrease was  primarily  attributable  to the  allocation  of  depreciation  and
amortization  expense  (pursuant to the  partnership  agreement  with respect to
those  real  estate  facilities  which  are  jointly  owned  with PSI) to PSI of
$199,000 for the three  months  ended June 30, 1998  compared to $87,000 for the
same period in 1997.


                                       7


<PAGE>


SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997:

     The  Partnership's  net income for the six months  ended June 30,  1998 was
$2,476,000  compared  to  $2,237,000  for the six months  ended  June 30,  1997,
representing an increase of $239,000,  or 11%. The increase was primarily due to
decreased  minority  interest in income for those  properties  held jointly with
PSI,  an  increase  in  property  operations  at the  Partnership's  real estate
facilities, and increased interest income.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$6,868,000  compared to  $6,657,000  for the six months  ended June 30, 1998 and
1997, respectively, representing an increase of $211,000, or 3%. The increase in
rental  income was  primarily  attributable  to  increased  rental  rates at the
Partnership's   mini-warehouse  facilities,   combined  with  increased  average
occupancy  levels.  The monthly  average  realized  rent per square foot for the
mini-warehouse  facilities  was $.65  compared to $.63 for the six months  ended
June 30, 1998 and 1997,  respectively.  The weighted average occupancy levels at
the mini-warehouse facilities increased from 89% to 90% for the six months ended
June 30, 1997 and 1998,  respectively.  Cost of operations (including management
fees)  increased  $130,000,  or 5%, to $2,620,000  from  $2,490,000  for the six
months ended June 30, 1998 and 1997,  respectively.  This increase was primarily
attributable to increases in advertising and promotion (due primarily to the PSI
national  telephone   reservations  center),   property  tax,  and  repairs  and
maintenance  expenses.   Accordingly,   for  the  Partnership's   mini-warehouse
operations,  property net  operating  income  increased by $81,000,  or 2%, from
$4,167,000  to  $4,248,000  for the six  months  ended  June 30,  1997 and 1998,
respectively.

     Interest income increased $23,000,  or 92%, from $25,000 to $48,000 for the
six  months  ended  June 30,  1997 and 1998,  respectively.  This  increase  was
primarily attributable to increased average invested cash balances.

     Depreciation and amortization  increased $91,000, or 6%, from $1,420,000 to
$1,511,000 for the six months ended June 30, 1997 and 1998,  respectively.  This
increase was primarily  attributable to the depreciation of capital expenditures
made during 1997 and 1998.

     Minority  interest in income was  $686,000 in 1998  compared to $820,000 in
1997,  representing a decrease of $134,000,  or 16%. This decrease was primarily
attributable  to  the  allocation  of  depreciation  and  amortization   expense
(pursuant  to the  partnership  agreement  with  respect  to those  real  estate
facilities  which are  jointly  owned with PSI) to PSI of  $336,000  for the six
months ended June 30, 1998 compared to $184,000 for the same period in 1997.


                                       8


<PAGE>


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
($4,626,000  for the six months ended June 30, 1998) has been sufficient to meet
all current obligations of the Partnership.

     During  1998,  the  Partnership  anticipates  approximately  $1,050,000  of
capital  improvements (of which $208,000  represents PSI's joint venture share).
Total capital  improvements were $305,000 for the six months ended June 30, 1998
of which $244,000 represents the Partnership's share.

     The  Partnership  paid  distributions  to the limited and general  partners
totaling  $2,142,000  ($16.72 per unit) and $261,000,  respectively,  during the
first six months of 1998.  Future  distribution  rates may be adjusted to levels
which are supported by operating  cash flow after capital  improvements  and any
other necessary obligations.


                                       9


<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, 1998

                                      PS PARTNERS II, LTD.

                              BY:     Public Storage, Inc.
                                      General Partner

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


                                       10