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

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

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

         Notes to condensed financial statements                              6

         Management's discussion and analysis of financial condition
                  and results of operations                                7-10

PART II.  OTHER INFORMATION

         (Items 1 through 5 are not applicable)

         Item 6 - Exhibits and Reports on Form 8-K                           11


<PAGE>

                              PS PARTNERS II, LTD.
                            CONDENSED BALANCE SHEETS

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

                                     ASSETS


<S>                                                                              <C>                <C>     
Cash and cash equivalents                                                         $2,223,000           $888,000

Rent and other receivables                                                            28,000             33,000

Real estate facilities, at cost:
     Land                                                                          2,319,000          2,319,000
     Buildings and equipment                                                      12,707,000         12,584,000
                                                                           ---------------------------------------
                                                                                  15,026,000         14,903,000

     Less accumulated depreciation                                                (7,047,000)        (6,728,000)
                                                                           ---------------------------------------
                                                                                   7,979,000          8,175,000

Investment in real estate entities                                                27,622,000         28,599,000

Other assets                                                                          27,000             75,000
                                                                           ---------------------------------------

                                                                                 $37,879,000        $37,770,000
                                                                           =======================================


                        LIABILITIES AND PARTNERS' EQUITY


Accounts payable                                                                     $51,000            $26,000

Advance payments from renters                                                         85,000             74,000

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

                                                                                 $37,879,000        $37,770,000
                                                                           =======================================

</TABLE>
                             See accompanying note.
                                       2

<PAGE>

                              PS PARTNERS II, LTD.
                         CONDENSED STATEMENTS OF INCOME
                             (Restated - See Note 5)
                                   (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                                                $714,000        $711,000       $1,408,000       $1,377,000
Equity in earnings of real estate entities                  1,051,000         906,000        1,902,000        1,679,000
Interest income                                                30,000          10,000           49,000           25,000
                                                       --------------------------------------------------------------------
                                                            1,795,000       1,627,000        3,359,000        3,081,000
                                                       --------------------------------------------------------------------

COSTS AND EXPENSES:

Cost of operations                                            201,000         189,000          401,000          384,000
Management fees                                                42,000          43,000           85,000           83,000
Depreciation and amortization                                 160,000         153,000          319,000          305,000
Administrative                                                 59,000          52,000           78,000           72,000
                                                       --------------------------------------------------------------------
                                                              462,000         437,000          883,000          844,000
                                                       --------------------------------------------------------------------

 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 STATEMENTS OF CASH FLOWS
                             (Restated - See Note 5)
                                   (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                                                319,000             305,000
          Decrease in rent and other receivables                                         5,000              48,000
          Decrease in other assets                                                      48,000              24,000
          Increase (decrease) in accounts payable                                       25,000            (176,000)
          Increase in advance payments from renters                                     11,000               1,000
          Equity in earnings of real estate entities                                (1,902,000)         (1,679,000)
                                                                             -----------------------------------------

              Total adjustments                                                     (1,494,000)         (1,477,000)
                                                                             -----------------------------------------

              Net cash provided by operating activities                                982,000             760,000
                                                                             -----------------------------------------

 CASH FLOWS PROVIDED BY  INVESTING ACTIVITIES:

          Distributions from real estate entities                                    2,879,000           1,982,000
          Investment in real estate entities                                                 -              (1,000)
          Additions to real estate facilities                                         (123,000)            (93,000)
                                                                             -----------------------------------------

              Net cash provided by investing activities                              2,756,000           1,888,000
                                                                             -----------------------------------------

 CASH FLOWS USED IN FINANCING ACTIVITIES:

          Distributions to partners                                                 (2,403,000)         (3,105,000)
                                                                             -----------------------------------------

              Net cash used in financing activities                                 (2,403,000)         (3,105,000)
                                                                             -----------------------------------------

 Net increase (decrease) in cash and cash equivalents                                1,335,000            (457,000)

 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                                 $2,223,000            $618,000
                                                                             =========================================
</TABLE>
                            See accompanying notes.
                                       4

<PAGE>

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

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 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:

                                                  Six Months Ended June 30,
                                             -----------------------------------
                                                 1998                  1997
                                             -----------------------------------

 Total revenues.........................      $42,282,000           $18,773,000
 Minority interest in income............       $5,683,000            $4,392,000
 Net income.............................      $13,632,000            $3,715,000

                                       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 report for the
quarterly period on Form 10-Q/A for the quarter ended March 31, 1998.

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
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  $714,000  compared to $711,000 for the three months June 30, 1998 and 1997,
respectively,  representing an increase of $3,000. Cost of operations (including
management  fees)  increased  $11,000,  or 5%, to $243,000 from $232,000 for the
three months ended June 30, 1998 and 1997,  respectively.  Accordingly,  for the
Partnership's  wholly-owned  mini-warehouse  properties,  property net operating
income  decreased  by $8,000,  or 2%, from  $479,000  to $471,000  for the three
months ended June 30, 1997 and 1998, respectively.

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

         Equity in earnings of real estate  entities was $1,051,000 in the three
months ended June 30, 1998 as compared to $906,000 during the three months ended
June 30,  1997,  representing  an increase  of  $145,000,  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.

                                       7

<PAGE>

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

         Depreciation and amortization increased $7,000, or 5%, from $153,000 to
$160,000 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.

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
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 $1,408,000 compared to $1,377,000 for the six months June 30, 1998 and 1997,
respectively,  representing  an increase of $31,000,  or 2%. Cost of  operations
(including  management fees) increased $19,000, or 4%, to $486,000 from $467,000
for the six months ended June 30, 1998 and 1997, respectively.  Accordingly, for
the Partnership's wholly-owned mini-warehouse properties, property net operating
income increased by $12,000, or 1%, from $910,000 to $922,000 for the six months
ended June 30, 1997 and 1998, respectively.

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

         Equity in earnings of real estate  entities was  $1,902,000  in the six
months ended June 30, 1998 as compared to $1,679,000 during the six months ended
June 30,  1997,  representing  an increase  of  $223,000,  or 13%.  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 $14,000,  or 5%, from $305,000
to $319,000 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.

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

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

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

         Rental income for the Mini-Warehouse Properties 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   Mini-Warehouse
Properties,  combined  with  increased  average  occupancy  levels.  The monthly
average realized rent per square foot for the Mini-Warehouse Properties 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 Properties 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
reservation  center),  property  tax,  and  repairs  and  maintenance  expenses.

                                       9

<PAGE>

Accordingly,  for the Mini-Warehouse  Properties,  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.

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 ($3,861,000 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  $226,000 of
capital  improvements  for  the  Partnership's  wholly-owned  properties;  total
capital  improvements  for the six months  ended June 30,  1998 with  respect to
these properties were $123,000.

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

                                       10

<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)

                                       11