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 September 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 September 30, 1998
     and December 31, 1997                                                 2

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

Condensed consolidated statements of cash flows for the
     nine months ended September 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                                          7-11

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>
                                                                September 30,        December 31,
                                                                     1998               1997
                                                            ---------------------------------------
                                                                (Unaudited)

                                     ASSETS


<S>                                                                <C>                <C>        
Cash and cash equivalents                                          $ 2,953,000        $ 1,085,000

Rent and other receivables                                              87,000            103,000

Real estate facilities, at cost:
   Land                                                             10,580,000         10,580,000
   Buildings and equipment                                          60,220,000         59,525,000
                                                            ---------------------------------------
                                                                    70,800,000         70,105,000

   Less accumulated depreciation                                   (34,425,000)       (32,148,000)
                                                            ---------------------------------------
                                                                    36,375,000         37,957,000

Investment in real estate entity                                    14,095,000         13,978,000

Other assets                                                           132,000            129,000
                                                            ---------------------------------------

                                                                  $ 53,642,000       $ 53,252,000
                                                            =======================================


                        LIABILITIES AND PARTNERS' EQUITY


Accounts payable                                                     $ 508,000          $ 200,000

Advance payments from renters                                          447,000            416,000

Mortgage notes payable                                                       -                  -

Minority interest in general partnerships                           14,632,000         14,966,000

Partners' equity:
   Limited partners' equity, $500 per unit, 128,000
      units authorized, issued and outstanding                      37,593,000         37,211,000
   General partner's equity                                            462,000            459,000
                                                            ---------------------------------------

Total partners' equity                                              38,055,000         37,670,000
                                                            ---------------------------------------

                                                                  $ 53,642,000       $ 53,252,000
                                                            =======================================
</TABLE>
                            See accompanying notes.
                                       2

<PAGE>

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

<TABLE>
<CAPTION>
                                                                Three Months Ended                Nine Months Ended
                                                                  September 30,                     September 30,
                                                      --------------------------------------------------------------------
                                                             1998             1997            1998             1997
                                                      --------------------------------------------------------------------

REVENUE:

<S>                                                      <C>             <C>             <C>              <C>         
Rental income                                            $ 3,708,000     $ 3,524,000     $ 10,576,000     $ 10,181,000
Equity in income of real estate entity                       247,000         184,000          702,000          541,000
Interest income                                               39,000          14,000           87,000           39,000
                                                      --------------------------------------------------------------------
                                                           3,994,000       3,722,000       11,365,000       10,761,000
                                                      --------------------------------------------------------------------

COSTS AND EXPENSES:

Cost of operations                                         1,079,000       1,006,000        3,285,000        3,097,000
Management fees                                              221,000         212,000          635,000          611,000
Depreciation and amortization                                766,000         723,000        2,277,000        2,143,000
Administrative                                                37,000          36,000          115,000          108,000
                                                      --------------------------------------------------------------------
                                                           2,103,000       1,977,000        6,312,000        5,959,000
                                                      --------------------------------------------------------------------

Income before minority interest                            1,891,000       1,745,000        5,053,000        4,802,000

Minority interest in income                                 (378,000)       (466,000)      (1,064,000)      (1,286,000)
                                                      --------------------------------------------------------------------

NET INCOME                                               $ 1,513,000     $ 1,279,000      $ 3,989,000      $ 3,516,000
                                                      ====================================================================

Limited partners' share of net income
   ($28.06 per unit in 1998 and
   $23.86 per unit in 1997)                                                               $ 3,592,000      $ 3,054,000
General partner's share of net income                                                         397,000          462,000
                                                                                       -----------------------------------
                                                                                          $ 3,989,000      $ 3,516,000
                                                                                       ===================================
</TABLE>
                            See accompanying notes.
                                       3

<PAGE>

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

<TABLE>
<CAPTION>
                                                                               Nine Months Ended
                                                                                 September 30,
                                                                    --------------------------------------
                                                                            1998                1997
                                                                    --------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

   <S>                                                                  <C>                 <C>        
   Net income                                                           $ 3,989,000         $ 3,516,000

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

       Depreciation and amortization                                      2,277,000           2,143,000
       Decrease in rent and other receivables                                16,000              37,000
       (Increase) decrease in other assets                                   (3,000)             99,000
       Increase (decrease) in accounts payable                              308,000             (68,000)
       Increase in advance payments from renters                             31,000              10,000
       Equity in income of real estate entity                              (702,000)           (541,000)
       Minority interest in income                                        1,064,000           1,286,000
                                                                    --------------------------------------

         Total adjustments                                                2,991,000           2,966,000
                                                                    --------------------------------------

         Net cash provided by operating activities                        6,980,000           6,482,000
                                                                    --------------------------------------

CASH FLOWS USED IN INVESTING ACTIVITIES:

   Distributions from real estate entity                                    585,000                   -
   Investment in real estate entity                                               -              (3,000)
   Additions to real estate facilities                                     (695,000)           (975,000)
                                                                    --------------------------------------

         Net cash used in investing activities                             (110,000)           (978,000)
                                                                    --------------------------------------

CASH FLOWS USED IN FINANCING ACTIVITIES:

   Distributions to holder of minority interest                          (1,398,000)         (1,445,000)
   Distributions to partners                                             (3,604,000)         (4,307,000)
                                                                    --------------------------------------

         Net cash used in financing activities                           (5,002,000)         (5,752,000)
                                                                    --------------------------------------

Net increase (decrease) in cash and cash equivalents                      1,868,000            (248,000)

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                      $ 2,953,000           $ 991,000
                                                                    ======================================
</TABLE>
                            See accompanying notes.
                                       4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                       Nine Months Ended
                                                                                         September 30,
                                                                             --------------------------------------
                                                                                    1998               1997
                                                                             --------------------------------------

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, net                                                                  -              13,574,000
 
</TABLE>
                             See accompanying nots.
                                       5

<PAGE>

                              PS PARTNERS II, LTD.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 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 September 30, 1998, the results of operations for the
     three and nine months ended  September 30, 1998 and 1997 and cash flows for
     the nine months then ended.

3.   The results of operations for the three and nine months ended September 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

Forward Looking Statements
--------------------------

     Management's  Discussion and Analysis of Financial Condition and Results of
Operations   contains  "forward  looking"  statements  that  involve  risks  and
uncertainties  and are based upon a number of  assumptions.  Actual  results and
trends may differ  materially  depending  upon a number of factors.  Information
regarding these factors is contained in the Partnership's  Annual Report on Form
10-K for the fiscal  year ended  December  31,  1997 and in the  reports for the
quarterly  periods on Form 10-Q for the  quarters  ended March 31, 1998 and June
30, 1998.

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

THREE MONTHS ENDED  SEPTEMBER 30, 1998 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 1997:

     The  Partnership's net income for the three months ended September 30, 1998
was $1,513,000  compared to $1,279,000 for the three months ended  September 30,
1997,  representing an increase of $234,000,  or 18%. The increase was primarily
due an  increase  in  property  operations  at  the  Partnership's  real  estate
facilities,  decreased  minority  interest in income for those  properties  held
jointly with PSI, and increased interest income.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$3,708,000  compared to $3,524,000 for the three months ended September 30, 1998
and 1997,  respectively,  representing  an  increase  of  $184,000,  or 5%.  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 $.68 compared to $.65 for the three months ended
September 30, 1998 and 1997, respectively. The weighted average occupancy levels
at the mini-warehouse  facilities increased from 92% to 93% for the three months
ended September 30, 1997 and 1998,  respectively.  Cost of operations (including
management fees) increased $82,000, or 7%, to $1,300,000 from $1,218,000 for the
three months ended September 30, 1998 and 1997, respectively.  This increase was
primarily  attributable  to increases in payroll,  property tax, and advertising
and promotion (due primarily to the PSI national telephone  reservation  center)
expenses. Accordingly, for the Partnership's mini-warehouse operations, property
net operating income increased by $102,000 from $2,306,000 to $2,408,000 for the
three months ended September 30, 1997 and 1998, respectively.

     Interest income increased $25,000, or 179%, from $14,000 to $39,000 for the
three months ended September 30, 1997 and 1998, respectively.  This increase was
primarily attributable to increased average invested cash balances.

                                       7

<PAGE>

     Depreciation and amortization  increased  $43,000,  or 6%, from $723,000 to
$766,000 for the three months ended  September 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  $88,000,  or 19%, to $378,000 from
$466,000 for the three months ended  September 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
$200,000 for the three months ended  September  30, 1998 compared to $82,000 for
the same period in 1997,  partially  offset by an increase in  operations at the
Partnership's real estate facilities owned jointly with PSI.

NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1997:

     The  Partnership's  net income for the nine months ended September 30, 1998
was $3,989,000  compared to $3,516,000  for the nine months ended  September 30,
1997,  representing an increase of $473,000,  or 13%. 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
$10,576,000 compared to $10,181,000 for the nine months ended September 30, 1998
and 1997,  respectively,  representing  an  increase  of  $395,000,  or 4%.  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 $.66  compared to $.64 for the nine months ended
September 30, 1998 and 1997, respectively. The weighted average occupancy levels
at the mini-warehouse  facilities  increased from 90% to 91% for the nine months
ended September 30, 1997 and 1998,  respectively.  Cost of operations (including
management  fees) increased  $212,000,  or 6%, to $3,920,000 from $3,708,000 for
the nine months ended September 30, 1998 and 1997,  respectively.  This increase
was  primarily  attributable  to increases in  advertising  and  promotion  (due
primarily to the PSI  national  telephone  reservation  center),  property  tax,
repairs  and   maintenance,   and  payroll   expenses.   Accordingly,   for  the
Partnership's mini-warehouse operations, property net operating income increased
by $183,000,  or 3%, from  $6,473,000  to  $6,656,000  for the nine months ended
September 30, 1997 and 1998, respectively.

                                       8

<PAGE>

     Interest income increased $48,000, or 123%, from $39,000 to $87,000 for the
nine months ended September 30, 1997 and 1998,  respectively.  This increase was
primarily attributable to increased average invested cash balances.

     Depreciation and amortization increased $134,000, or 6%, from $2,143,000 to
$2,277,000 for the nine months ended September 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  $1,064,000 in 1998 compared to $1,286,000
in 1997,  representing  a  decrease  of  $222,000,  or 17%.  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  $536,000  for the nine
months  ended  September  30, 1998  compared to $266,000  for the same period in
1997,  partially offset by an increase in operations at the  Partnership's  real
estate facilities owned jointly with PSI.

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
($6,980,000 for the nine months ended September 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 $695,000 for the nine months ended September 30,
1998 of which $555,000 represents the Partnership's share.

     The  Partnership  paid  distributions  to the limited and general  partners
totaling  $3,211,000  ($25.08 per unit) and $393,000,  respectively,  during the
first nine 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.

Impact of the Year 2000 Issue
-----------------------------

     Public Storage, Inc. ("PSI"), the general partner and property manager, has
completed an  assessment  of all of its hardware  and software  applications  to
identify  susceptibility  to what is  commonly  referred  to as the "Y2K  Issue"
whereby certain computer programs have been written using two digits rather than
four to define the applicable  year. Any of PSI's computer  programs or hardware
with the Y2K Issue that have  date-sensitive  applications or embedded chips may

                                        9

<PAGE>

recognize  a date  using  "00" as the year  1900  rather  than  the  year  2000,
resulting  in   miscalculations   or  system  failure  causing   disruptions  of
operations.

     Many of PSI's critical  applications,  relative to the direct management of
properties,  have  recently been replaced and PSI believes they are already Year
2000 compliant.  PSI has an implementation in process on the remaining  critical
applications,  including  its  general  ledger  and  related  systems,  that are
believed to have Y2K Issues.  PSI expects the  implementation  to be complete by
June  1999.  Contingency  plans  have  been  developed  for  use in  case  PSI's
implementations  are not  completed  on a  timely  basis.  While  PSI  presently
believes  that the impact of the Y2K Issue on its systems can be  mitigated,  if
the plan for ensuring Year 2000  compliance  and the related  contingency  plans
were  to  fail,  be  insufficient,  or not be  implemented  on a  timely  basis,
operations of the Partnership could be materially impacted.

     Certain of PSI's other non-computer related systems that may be impacted by
the Y2K Issue, such as security systems, are currently being evaluated,  and PSI
expects  the   evaluation  to  be  completed  by  June  1999.  PSI  expects  the
implementation  of any required  solutions to be complete in advance of December
31, 1999. PSI has not fully evaluated the impact of lack of Year 2000 compliance
on these  systems,  but has no reason to believe that lack of  compliance  would
materially impact the operations of the Partnership.

     The Partnership  exchanges  electronic data with certain outside vendors in
the banking and payroll  processing areas. PSI has been advised by these vendors
that their systems are or will be Year 2000 compliant,  but has requested a Year
2000 compliance certification from these entities. PSI is not aware of any other
vendors,  suppliers,  or other  external  agents  with a Y2K  Issue  that  would
materially impact the Partnership's results of operations, liquidity, or capital
resources.  However,  PSI has no means of ensuring that external  agents will be
Year 2000  compliant,  and there can be no assurance  that the  Partnership  has
identified  all such  external  agents.  The  inability  of  external  agents to
complete their Year 2000 compliance process in a timely fashion could materially
impact the Partnership.  The effect of  non-compliance by external agents is not
determinable.

     The total cost of PSI's Year 2000 compliance  activities  (which  primarily
consists of the costs of new systems) will be allocated to all entities that use
the PSI  computer  systems.  The amount to be allocated  to the  Partnership  is
estimated at approximately $132,000. These costs are capitalized.

     The costs of the projects  and the date on which PSI believes  that it will
be Year 2000  compliant are based upon  management's  best  estimates,  and were
derived  utilizing  numerous  assumptions  of  future  events.  There  can be no
assurance that these estimates will be achieved, and actual results could differ

                                       10

<PAGE>

materially  from  those  anticipated.  There  can be no  assurance  that PSI has
identified all potential Y2K Issues either within PSI and the  Partnership or at
external  agents.  In  addition,  the  impact of the Y2K  Issue on  governmental
entities and utility  providers and the resultant impact on the Partnership,  as
well as  disruptions  in the  general  economy,  may be  material  but cannot be
reasonably determined or quantified.

                                       11

<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:  November 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)

                                       12