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 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 balance sheets at September 30, 1998
              and December 31, 1997                                           2

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

         Condensed statements of cash flows for the
              nine months ended September 30, 1998 and 1997                 4-5

         Notes to condensed 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 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                              September 30,         December 31,
                                                                                   1998                1997
                                                                           ---------------------------------------
                                                                               (Unaudited)
                                                                          (Restated - See Note 5)

                                  ASSETS


<S>                                                                              <C>                <C>     
Cash and cash equivalents                                                         $2,651,000           $888,000

Rent and other receivables                                                            39,000             33,000

Real estate facilities, at cost:
     Land                                                                          2,319,000          2,319,000
     Buildings and equipment                                                      12,775,000         12,584,000
                                                                           ---------------------------------------
                                                                                  15,094,000         14,903,000

     Less accumulated depreciation                                                (7,210,000)        (6,728,000)
                                                                           ---------------------------------------
                                                                                   7,884,000          8,175,000

Investment in real estate entities                                                27,509,000         28,599,000

Other assets                                                                          67,000             75,000
                                                                           ---------------------------------------

                                                                                 $38,150,000        $37,770,000
                                                                           =======================================


                     LIABILITIES AND PARTNERS' EQUITY


Accounts payable                                                                     $16,000            $26,000

Advance payments from renters                                                         79,000             74,000

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
                                                                           ---------------------------------------

                                                                                 $38,150,000        $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                Nine Months Ended
                                                                September 30,                     September 30,
                                                       --------------------------------------------------------------------
                                                            1998             1997             1998             1997
                                                       --------------------------------------------------------------------

REVENUE:

<S>                                                       <C>              <C>              <C>              <C>       
Rental income                                                $768,000        $729,000       $2,176,000       $2,106,000
Equity in earnings of real estate entities                  1,159,000         950,000        3,061,000        2,629,000
Interest income                                                38,000          14,000           87,000           39,000
                                                       --------------------------------------------------------------------
                                                            1,965,000       1,693,000        5,324,000        4,774,000
                                                       --------------------------------------------------------------------

COSTS AND EXPENSES:

Cost of operations                                            206,000         181,000          607,000          565,000
Management fees                                                46,000          43,000          131,000          126,000
Depreciation and amortization                                 163,000         154,000          482,000          459,000
Administrative                                                 37,000          36,000          115,000          108,000
                                                       --------------------------------------------------------------------
                                                              452,000         414,000        1,335,000        1,258,000
                                                       --------------------------------------------------------------------

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 STATEMENTS OF CASH FLOWS
                             (Restated - See Note 5)
                                   (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                                                482,000             459,000
         (Increase) decrease in rent and other receivables                             (6,000)             50,000
         Decrease(increase) in other assets                                             8,000             (17,000)
         Decrease in accounts payable                                                 (10,000)           (197,000)
         Increase in advance payments from renters                                      5,000               5,000
         Equity in earnings of real estate entities                                (3,061,000)         (2,629,000)
                                                                            -----------------------------------------

             Total adjustments                                                     (2,582,000)         (2,329,000)
                                                                            -----------------------------------------

             Net cash provided by operating activities                              1,407,000           1,187,000
                                                                            -----------------------------------------

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:

         Distributions from real estate entities                                    4,151,000           2,928,000
         Investment in real estate entities                                                 -              (1,000)
         Additions to real estate facilities                                         (191,000)           (165,000)
                                                                            -----------------------------------------

             Net cash provided by investing activities                              3,960,000           2,762,000
                                                                            -----------------------------------------

CASH FLOWS USED IN FINANCING ACTIVITIES:

         Distributions to partners                                                 (3,604,000)         (4,307,000)
                                                                            -----------------------------------------

             Net cash used in financing activities                                 (3,604,000)         (4,307,000)
                                                                            -----------------------------------------

Net increase (decrease) in cash and cash equivalents                                1,763,000            (358,000)

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                                 $2,651,000            $717,000
                                                                            =========================================
</TABLE>
                            See accompanying notes.
                                       4

<PAGE>

                              PS PARTNERS II, LTD.
                       CONDENSED STATEMENTS OF CASH FLOWS
                             (Restated - See Note 5)
                                   (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 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
                               SEPTEMBER 30, 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 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.

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  interest  in PSBPLP.  The
     general partners 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:

                                               Nine Months Ended September 30,
                                            ------------------------------------
                                                 1998                 1997
                                            ------------------------------------

 Total revenues..........................     $71,565,000          $30,282,000
 Minority interest in income.............      $8,696,000           $6,795,000
 Net income..............................     $24,736,000           $6,183,000

                                       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 and in the reports for the
quarterly  periods on Form 10-Q/A 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 the  Partnership's  share of improved  property  operations at the
real estate  facilities that the Partnership has an interest in, combined with a
decrease in depreciation  expense  allocated to the Partnership  with respect to
the Joint Venture.

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

         Rental  income  for  the  Partnership's   wholly-owned   mini-warehouse
properties was $768,000  compared to $729,000 for the three months September 30,
1998 and 1997, respectively, representing an increase of $39,000, or 5%. Cost of
operations  (including  management fees) increased $28,000,  or 13%, to $252,000
from  $224,000  for  the  three  months  ended  September  30,  1998  and  1997,
respectively.  Accordingly,  for the Partnership's  wholly-owned  mini-warehouse
properties,  property net  operating  income  increased by $11,000,  or 2%, from
$505,000 to $516,000  for the three months  ended  September  30, 1997 and 1998,
respectively.

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

         Equity in earnings of real estate  entities was $1,159,000 in the three
months ended  September 30, 1998 as compared to $950,000 during the three months
ended September 30, 1997, representing an increase of $209,000, or 22%. This was
due primarily to the  Partnership's  share of improved  operating results at the
Joint  Venture's  mini-warehouses,  combined  with a  decrease  in  depreciation
expense allocated to the Partnership with respect to the Joint Venture.

                                       7

<PAGE>

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

         Depreciation and amortization increased $9,000, or 6%, from $163,000 to
$154,000 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.

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 the  Partnership's  share of improved  property  operations at the
real estate  facilities that the Partnership has an interest in, combined with a
decrease in depreciation  expense  allocated to the Partnership  with respect to
the Joint Venture.

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

         Rental  income  for  the  Partnership's   wholly-owned   mini-warehouse
properties was $2,176,000  compared to $2,106,000 for the nine months  September
30, 1998 and 1997,  respectively,  representing  an increase of $70,000,  or 3%.
Cost of operations  (including  management  fees) increased  $47,000,  or 7%, to
$738,000  from  $691,000 for the nine months ended  September 30, 1998 and 1997,
respectively.  Accordingly,  for the  Partnership's  mini-warehouse  properties,
property net operating  income  increased by $23,000,  or 2%, from $1,415,000 to
$1,438,000 for the nine months ended September 30, 1997 and 1998, respectively.

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

         Equity in earnings of real estate  entities was  $3,061,000 in the nine
months ended September 30, 1998 as compared to $2,629,000 during the nine months
ended September 30, 1997, representing an increase of $432,000, or 16%. This was
due primarily to the  Partnership's  share of improved  operating results at the
Joint  Venture's  mini-warehouses,  combined  with a  decrease  in  depreciation
expense allocated to the Partnership with respect to the Joint Venture.

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

         Depreciation and amortization  increased $23,000,  or 5%, from $459,000
to $482,000 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.

                                       8

<PAGE>

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

         Rental income for the Mini-Warehouse Properties 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
Mini-Warehouse Properties, combined with increased average occupancy levels. The
monthly average realized rent per square foot for the Mini-Warehouse  Properties
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
Properties  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 Mini-Warehouse Properties, 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.

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

         Rental  income  for  the  Mini-Warehouse   Properties  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
Mini-Warehouse Properties, 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
Properties  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

                                       9

<PAGE>

national telephone  reservation center),  property tax, repairs and maintenance,
and payroll expenses.  Accordingly, for the Mini-Warehouse Properties,  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.

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  ($5,558,000  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  $226,000 of
capital  improvements  for the  Partnership's  wholly  owned  properties;  total
capital  improvements  for the nine months ended September 30, 1998 with respect
to these properties were $191,000.

         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 and  distributions  from Real Estate
Entites after capital improvements and any other necessary obligations.

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

         PSI 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  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.

                                       10

<PAGE>

         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  complete 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 and the Joint Venture 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
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:  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)

                                       12