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

                                   FORM 10-Q/A

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

For the period ended March 31, 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 balance sheets at March 31, 1998
              and December 31, 1997                                          2

         Condensed statements of income for the three
              months ended March 31, 1998 and 1997                           3

         Condensed statements of cash flows for the three
              months ended March 31, 1998 and 1997                         4-5

         Notes to condensed 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 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 March 31,          December 31,
                                                                                   1998                 1997
                                                                           ---------------------------------------
                                                                               (Unaudited)
                                                                         (Restated - See Note 5)

                                     ASSETS


<S>                                                                              <C>                <C>     
Cash and cash equivalents                                                         $1,550,000           $888,000

Rent and other receivables                                                            26,000             33,000

Real estate facilities, at cost:
     Land                                                                          2,319,000          2,319,000
     Buildings and equipment                                                      12,611,000         12,584,000
                                                                           ---------------------------------------
                                                                                  14,930,000         14,903,000

     Less accumulated depreciation                                                (6,887,000)        (6,728,000)
                                                                           ---------------------------------------
                                                                                   8,043,000          8,175,000

Investment in real estate entities                                                28,076,000         28,599,000

Other assets                                                                          30,000             75,000
                                                                           ---------------------------------------

                                                                                 $37,725,000        $37,770,000
                                                                           =======================================


                        LIABILITIES AND PARTNERS' EQUITY


Accounts payable                                                                     $32,000            $26,000

Advance payments from renters                                                         80,000             74,000

Partners' equity:
     Limited partners' equity,  $500 per unit, 128,000
        units authorized, issued and outstanding                                  37,155,000         37,211,000
     General partner's equity                                                        458,000            459,000
                                                                           ---------------------------------------

Total partners' equity                                                            37,613,000         37,670,000
                                                                           ---------------------------------------

                                                                                 $37,725,000        $37,770,000
                                                                           =======================================
</TABLE>
                            See accompanying notes.
                                       2

<PAGE>

                              PS PARTNERS II, LTD.
                         CONDENSED STATEMENTS OF INCOME
                             (Restated - See Note 5)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                        March 31,
                                                                           -------------------------------------
                                                                                  1998              1997
                                                                           -------------------------------------

REVENUE:

<S>                                                                             <C>                <C>     
Rental income                                                                     $694,000           $666,000
Equity in earnings of real estate entities                                         851,000            773,000
Interest income                                                                     19,000             15,000
                                                                           -------------------------------------
                                                                                 1,564,000          1,454,000
                                                                           -------------------------------------

COSTS AND EXPENSES:

Cost of operations                                                                 200,000            195,000
Management fees                                                                     43,000             40,000
Depreciation and amortization                                                      159,000            152,000
Administrative                                                                      19,000             20,000
                                                                           -------------------------------------
                                                                                   421,000            407,000
                                                                           -------------------------------------


NET INCOME                                                                      $1,143,000         $1,047,000
                                                                           =====================================

Limited partners' share of net income
     ($7.92 per unit in 1998 and
     $6.63 per unit in 1997)                                                    $1,014,000           $848,000
General partner's share of net income                                              129,000            199,000
                                                                           -------------------------------------
                                                                                $1,143,000         $1,047,000
                                                                           =====================================
</TABLE>
                            See accompanying notes.
                                       3

<PAGE>

                              PS PARTNERS II, LTD.
                       CONDENSED STATEMENTS OF CASH FLOWS
                             (Restated - See Note 5)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                     Three Months Ended
                                                                                         March 31,
                                                                          -----------------------------------------
                                                                                  1998                1997
                                                                          -----------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

     <S>                                                                         <C>                  <C>       
     Net income                                                                  $1,143,000           $1,047,000

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

         Depreciation and amortization                                              159,000              152,000
         Decrease in rent and other receivables                                       7,000               24,000
         Decrease in other assets                                                    45,000               21,000
         Increase (decrease) in accounts payable                                      6,000             (211,000)
         Increase (decrease) in advance payments from renters                         6,000               (2,000)
         Equity in earnings of real estate entities                                (851,000)            (773,000)

             Total adjustments                                                     (628,000)            (789,000)
                                                                          -----------------------------------------

             Net cash provided by operating activities                              515,000              258,000
                                                                          -----------------------------------------

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:

     Distributions from real estate entities                                      1,374,000              924,000
     Investment in real estate entities                                                   -               (1,000)
     Additions to real estate facilities                                            (27,000)             (61,000)
                                                                          -----------------------------------------

             Net cash provided by investing activities                            1,347,000              862,000
                                                                          -----------------------------------------

CASH FLOWS USED IN FINANCING ACTIVITIES:

     Distributions to partners                                                   (1,200,000)          (1,905,000)
                                                                          -----------------------------------------

             Net cash used in financing activities                               (1,200,000)          (1,905,000)
                                                                          -----------------------------------------

Net increase (decrease) in cash and cash equivalents                                662,000             (785,000)

Cash and cash equivalents at the beginning of the period                            888,000            1,075,000
                                                                          -----------------------------------------

Cash and cash equivalents at the end of the period                               $1,550,000             $290,000
                                                                          =========================================
</TABLE>
                            See accompanying notes.
                                       4

<PAGE>

                              PS PARTNERS II, LTD.
                       CONDENSED STATEMENTS OF CASH FLOWS
                             (Restated - See Note 5)
                                   (UNAUDITED)
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                              --------------------------------------
                                                                                     1998               1997
                                                                              --------------------------------------



SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:


     <S>                                                                                <C>            <C>         
     Investment in real estate entities                                                 $-             $(8,539,000)

     Transfer of real estate facilities for interest in real estate
     entities, net                                                                       -               8,539,000

</TABLE>
                            See accompanying notes.
                                       5

<PAGE>

                              PS PARTNERS II, LTD.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 1998
                                   (UNAUDITED)


1.   The  accompanying   unaudited  condensed  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  financial  statements should be
     read in  conjunction  with  the  financial  statements  and  related  notes
     appearing in the Partnership's  Form 10-K/A for the year ended December 31,
     1997.

2.   In  the  opinion  of  management,   the  accompanying  unaudited  condensed
     financial  statements  reflect all  adjustments,  consisting of only normal
     accruals,  necessary to present fairly the Partnership's financial position
     at March 31,  1998,  the results of  operations  for the three months ended
     March 31, 1998 and 1997 and cash flows for the three months then ended.

3.   The results of operations for the three months ended March 31, 1998 are not
     necessarily indicative of the results to be expected for the full year.

4.   In January 1997, the Partnership, the Joint Venture, PSI, and other related
     partnerships transferred a total of 35 business parks to PS Business Parks,
     LP ("PSBPLP"),  an operating partnership formed to own and operate business
     parks  in  which  PSI  has  a  significant  interest.  Included  among  the
     properties  transferred were the Partnership's and Joint Venture's business
     parks in exchange  for  respective  partnership  interests  in PSBPLP.  The
     general partner of PSBPLP is PS Business Parks, Inc.

5.   Previously, the Partnership consolidated the Joint Venture in its financial
     statements.  The  accompanying  financial  statements have been restated to
     de-consolidate  the Joint Venture.  This restatement had no impact upon net
     income or Partner's Equity.

6.   Summarized combined financial data with respect to the Real Estate Entities
     is as follows:

                                               Three Months Ended March 31,
                                          -------------------------------------
                                              1998                     1997
                                          -------------------------------------

 Total revenues......................      $17,527,000               $8,708,000
 Minority interest in income.........       $2,814,000               $1,813,000
 Net income..........................       $5,394,000               $1,731,000

                                       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/A for the fiscal year ended December 31, 1997.

RESULTS OF OPERATIONS
---------------------

THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997:

         The  Partnership's net income for the three months ended March 31, 1998
was $1,143,000 compared to $1,047,000 for the three months ended March 31, 1997,
representing  an increase of $96,000,  or 9%. The increase was  primarily due to
the  Partnership's  share of  improved  property  operations  at the real estate
facilities that the Partnership has an interest in.

Property Operations
-------------------

      Rental income for the Partnership's wholly-owned mini-warehouse properties
was $694,000  compared to $666,000 for the three months ended March 31, 1998 and
1997,  respectively,  representing  an  increase  of  $28,000,  or 4%.  Cost  of
operations (including management fees) increased $8,000, or 3%, to $243,000 from
$235,000  for the three  months  ended  March 31,  1998 and 1997,  respectively.
Accordingly,  for  the  Partnership's  wholly-owned  mini-warehouse  properties,
property net  operating  income  increased by $20,000,  or 5%, from  $431,000 to
$451,000 for the three months ended March 31, 1997 and 1998, respectively.

Equity in Earnings of Real Estate Entities
------------------------------------------

         Equity in earnings of real estate  entities  was  $851,000 in the three
months  ended March 31, 1998 as  compared  to $773,000  during the three  months
ended March 31, 1997,  representing an increase of $78,000, or 10%. This was due
primarily to the Partnership's  share of improved operating results at the Joint
Venture's mini-warehouse properties.

                                       7

<PAGE>

Depreciation and Amortization
-----------------------------

         Depreciation and amortization increased $7,000, or 5%, from $152,000 to
$159,000 for the three months ended March 31, 1997 and 1998, respectively.  This
increase was primarily  attributable to the depreciation of capital expenditures
made during 1997 and 1998.

SUPPLEMENTAL PROPERTY DATA
--------------------------

         Most of the Partnership's net income is from the Partnership's share of
the operating results of the Mini-Warehouse  Properties.  Therefore, in order to
evaluate the Partnership's  operating results,  the General Partners analyze the
operating performance of the Mini-Warehouse Properties.

THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997:

         Rental income for the Mini-Warehouse Properties was $3,378,000 compared
to $3,253,000 for the three months ended March 31, 1998 and 1997,  respectively,
representing  an increase of $125,000,  or 4%. The increase in rental income was
primarily   attributable  to  increased  rental  rates  at  the   Mini-Warehouse
Properties.   The  monthly  average  realized  rent  per  square  foot  for  the
Mini-Warehouse  Properties  was $.65 compared to $.62 for the three months ended
March 31, 1998 and 1997, respectively.  The weighted average occupancy levels at
the Mini-Warehouse  Properties remained stable at 88% for the three months ended
March  31,  1997  and  1998.  Cost of  operations  (including  management  fees)
increased  $67,000,  or 5%, to $1,323,000  from  $1,256,000 for the three months
ended  March 31,  1998 and  1997,  respectively.  This  increase  was  primarily
attributable to an increase in advertising and repairs and maintenance expenses.
Accordingly,  for the Mini-Warehouse  Properties,  property net operating income
increased by $58,000,  or 3%, from $1,997,000 to $2,055,000 for the three months
ended March 31, 1997 and 1998, respectively.

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
and  distributions  from real estate  entities  ($1,889,000 for the three months
ended March 31, 1998) has been sufficient to meet all current obligations of the
Partnership.

         During 1998,  the  Partnership  anticipates  approximately  $226,000 of
capital  improvements  for  the  Partnership's  wholly-owned  properties;  total
capital  improvements  for the three months ended March 31, 1998 with respect to

                                       8

<PAGE>

these properties were $27,000. The Partnership paid distributions to the limited
and  general  partners  totaling  $1,070,000  ($8.36  per  unit)  and  $130,000,
respectively,  during the first three months of 1998. Future  distribution rates
may be  adjusted  to  levels  which are  supported  by  operating  cash flow and
distributions from Real Estate Entities 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: March 11, 1999



                                   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