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, 1996
                     ------------------
                                       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, 1996          
        and December 31, 1995                                                2

  Condensed consolidated statements of income for the three and nine
       months ended September 30, 1996 and 1995                              3

  Condensed consolidated statements of cash flows for the nine
       months ended September 30, 1996 and 1995                              4

  Notes to condensed consolidated financial statements                       5

  Management's discussion and analysis of financial condition
          and results of operations                                        6-8

PART II.  OTHER INFORMATION

  (Items 1 through 4 are not applicable)

  Item 5 - Other Information                                                 9
  Item 6 - Exhibits and Reports on Form 8-K                                  9

<PAGE>
<TABLE>
                              PS PARTNERS II, LTD.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<CAPTION>

                                                                               September 30,               December 31,
                                                                                   1996                       1995
                                                                            --------------------        ------------------
                                                                                (Unaudited)
                                     ASSETS


<S>                                                                             <C>                       <C>            
     Cash and cash equivalents                                                  $     1,388,000           $       904,000

     Rent and other receivables                                                          57,000                    85,000 

     Real estate facilities, at cost:
          Land                                                                       17,414,000                17,414,000
          Buildings and equipment                                                    72,651,000                71,986,000
                                                                            --------------------        ------------------
                                                                                     90,065,000                89,400,000

          Less accumulated depreciation                                             (36,782,000)              (34,181,000)
                                                                            --------------------        ------------------
                                                                                     53,283,000                55,219,000

     Other assets                                                                       223,000                   163,000
                                                                            --------------------        ------------------

                                                                                  $  54,951,000             $  56,371,000
                                                                            ====================        ==================


                        LIABILITIES AND PARTNERS' EQUITY


     Accounts payable                                                           $       736,000           $       648,000

     Advance payments from renters                                                      439,000                   433,000
                                                                                                                  
     Mortgage notes payable                                                                   -                 2,260,000          

     Minority interest in general partnerships                                       15,075,000                13,797,000

     Partners' equity:
          Limited partners' equity,  $500 per unit, 128,000
               units authorized, issued and outstanding                              38,232,000                38,760,000
          General partner's equity                                                      469,000                   473,000
                                                                            --------------------        ------------------

     Total partners' equity                                                          38,701,000                39,233,000
                                                                            --------------------        ------------------

                                                                                $    54,951,000           $    56,371,000
                                                                            ====================        ==================
</TABLE>
<PAGE>
<TABLE>
                              PS PARTNERS II, LTD.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<CAPTION>

                                                              Three Months Ended                     Nine Months Ended
                                                                September 30,                          September 30,
                                                      -----------------------------------   ------------------------------------
                                                            1996               1995               1996               1995
                                                      -----------------   ---------------   -----------------  -----------------

       REVENUE:

<S>                                                       <C>               <C>                <C>               <C>           
       Rental income                                      $  3,928,000      $  3,818,000       $  11,511,000     $   11,145,000
       Interest income                                          16,000            36,000              39,000            149,000
                                                      -----------------   ---------------   -----------------  -----------------
                                                             3,944,000         3,854,000          11,550,000         11,294,000
                                                      -----------------   ---------------   -----------------  -----------------

       COSTS AND EXPENSES:

       Cost of operations                                    1,284,000         1,223,000           3,844,000          3,590,000
       Management fees                                         230,000           223,000             673,000            651,000
       Depreciation and amortization                           885,000           850,000           2,601,000          2,452,000
       Interest expense                                              -            45,000              14,000            134,000
       Administrative                                           37,000            29,000             123,000            174,000
                                                      -----------------   ---------------   -----------------  -----------------
                                                             2,436,000         2,370,000           7,255,000          7,001,000
                                                      -----------------   ---------------   -----------------  -----------------

       Income before minority interest                       1,508,000         1,484,000           4,295,000          4,293,000

       Minority interest in income                            (440,000)         (377,000)         (1,224,000)        (1,131,000)
                                                      -----------------   ---------------   -----------------  -----------------

       NET INCOME                                        $   1,068,000      $  1,107,000        $  3,071,000     $  3,162,000
                                                      =================   ===============   =================  =================

       Limited partners' share of net income
            ($20.97 per unit in 1996 and $18.50
            per unit in 1995)                                                                   $  2,684,000       $  2,368,000
       General partner's share of net income                                                         387,000            794,000
                                                                                            -----------------  -----------------
                                                                                               $   3,071,000      $   3,162,000
                                                                                            =================  =================
</TABLE>

                            See accompanying notes.
                                       3


<PAGE>
<TABLE>
                              PS PARTNERS II, LTD.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<CAPTION>

                                                                                           Nine Months Ended
                                                                                             September 30,
                                                                               -------------------------------------------
                                                                                      1996                    1995
                                                                               -------------------      ------------------

      CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                                  <C>                     <C>         
           Net income                                                                $  3,071,000            $  3,162,000

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

                Depreciation and amortization                                           2,601,000               2,452,000
                Decrease (increase) in rent and other receivables                          28,000                 (28,000)
                Increase in other assets                                                  (60,000)                (14,000)
                Increase in accounts payable                                               88,000                 154,000
                Increase in advance payments from renters                                   6,000                  11,000
                Minority interest in income                                             1,224,000               1,131,000
                                                                               -------------------      ------------------

                     Total adjustments                                                  3,887,000               3,706,000
                                                                               -------------------      ------------------

                     Net cash provided by operating activities                          6,958,000               6,868,000
                                                                               -------------------      ------------------

      CASH FLOWS USED IN INVESTING ACTIVITIES:

           Additions to real estate facilities                                          (665,000)               (508,000)
                                                                               -------------------      ------------------

                     Net cash used in investing activities                              (665,000)               (508,000)
                                                                               -------------------      ------------------

      CASH FLOWS USED IN FINANCING ACTIVITIES:

           Principal payments on mortgage notes payable                               (2,260,000)                (40,000)
           Distributions to holder of minority interest                               (1,384,000)             (1,315,000)
           Contribution from holder of minority interest                               1,438,000                       -
           Distributions to partners                                                  (3,603,000)             (7,700,000)
                                                                               -------------------      ------------------

                     Net cash used in financing activities                            (5,809,000)             (9,055,000)
                                                                               -------------------      ------------------

      Net increase (decrease) in cash and cash equivalents                                484,000             (2,695,000)

      Cash and cash equivalents at the beginning of the period                            904,000              3,258,000
                                                                               -------------------      ------------------

      Cash and cash equivalents at the end of the period                             $  1,388,000           $    563,000
                                                                               ===================      ==================

</TABLE>
                            See accompanying notes.
                                       4
<PAGE>
                              PS PARTNERS II, LTD.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                   (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, 1995.

     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, 1996, the results of operations for the
     three and nine months ended  September 30, 1996 and 1995 and cash flows for
     the nine months then ended.

     3. The results of operations for the three and nine months ended  September
     30, 1996 are not  necessarily  indicative of the results to be expected for
     the full year.

                                       5
<PAGE>
                             PS PARTNERS II, LTD.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

THREE MONTHS ENDED  SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 1995:

     The  Partnership's  net income was  $1,068,000 and $1,107,000 for the three
months ended September 30, 1996 and 1995, respectively,  representing a decrease
of $39,000,  or 4%. This decrease was due to increases in  depreciation  expense
and minority  interest in income,  combined with a decrease in interest  income,
partially offset by improved  property  operating  results at the  Partnership's
mini-warehouse facilities and reductions in interest expense.

     Interest  income  decreased  for the three months ended  September 30, 1996
over the same period in 1995 as a result of a decrease in average  invested cash
balances.

     Net property income at the Partnership's  mini-warehouse  and business park
facilities  (rental  income  less cost of  operations  and  management  fees and
excluding  depreciation) for the three months ended September 30, 1996 increased
$42,000  or 2%,  as  rental  income  increased  $110,000  or 3%,  and  costs  of
operations  (including  management  fees  and  excluding  depreciation  expense)
increased  $68,000 or 5% compared to the same period in 1995. The improvement in
property  net   operating   income  was  due  to  improved   operations  at  the
Partnership's  mini-warehouse facilities where net operating income improved 3%,
partially  offset by a decrease in the  operating  results at the business  park
facilities where net operating income decreased 10%.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$3,349,000  compared to $3,214,000 for the three months ended September 30, 1996
and 1995,  respectively,  representing  an  increase  of  $135,000,  or 4%. This
increase  was  primarily  attributable  to  increased  rental rates and weighted
average occupancy levels.  The monthly average realized rent per square foot for
the  mini-warehouse  facilities  was $.61  compared to $.59 for the three months
ended September 30, 1996 and 1995, respectively.  The weighted average occupancy
levels at the  mini-warehouse  facilities  was 93% compared to 92% for the three
months  ended  September  30, 1996 and 1995,  respectively.  Cost of  operations
(including management fees) for the mini-warehouses increased $68,000, or 6%, to
$1,174,000  from  $1,106,000  for the three months ended  September 30, 1996 and
1995, respectively. This increase is primarily due to increases in property tax,
repairs and maintenance, and office expenses. Accordingly, for the Partnership's
mini-warehouse  operations,  property net operating income increased $67,000, or
3%, from  $2,108,000 to $2,175,000 for the three months ended September 30, 1995
and 1996, respectively.

     Rental  income for the  Partnership's  business park  operations  decreased
$25,000,  or 4%, to $579,000 from $604,000 for the three months ended  September
30, 1996 and 1995,  respectively.  The  decrease in rental  income is  primarily
attributable  to a decrease in the occupancy  level at the Lakewood,  California
business  park.  During the first  quarter of 1996, a major  tenant  vacated the
facility  following the  termination of its lease.  The  Partnership is actively
marketing the facility,  and expects the occupancy level to improve during 1996.
The weighted  average  occupancy  levels at the business park facilities was 93%
compared  to 94% for the  three  months  ended  September  30,  1996  and  1995,
respectively. The monthly average realized rent per square foot for the business
park  facilities was $.63 compared to $.66 for the three months ended  September
30, 1996 and 1995, respectively.  Cost of operations (including management fees)
for the business  parks  remained  stable at $340,000 for the three months ended
September 30, 1996 and 1995.  Accordingly,  for the Partnership's  business park
facilities,  property net operating  income  decreased by $25,000,  or 10%, from
$264,000 to $239,000  for the three months  ended  September  30, 1995 and 1996,
respectively.

     As a result of the early  retirement  of  mortgage  debt  during  the first
quarter of 1996, the Partnership did not incur interest expense during the third
quarter of 1996  compared to $45,000 for the three  months ended  September  30,
1995.

                                        6
<PAGE>
                              PS PARTNERS II, LTD.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Administrative  expenses increased $8,000 from $29,000 for the three months
ended  September 30, 1995 to $37,000 for the same period in 1996.  This increase
is partially attributable to an increase in accounting expenses.

         Minority interest in income increased $63,000 from $377,000 to $440,000
for the three  months  ended  September  30, 1995 and 1996,  respectively.  This
increase  is  primarily  attributable  to  an  increase  in  operations  at  the
Partnership's  real estate  facilities  owned jointly with Public Storage,  Inc.
("PSI"),  partially  offset by 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 $75,000  for the three
months ended September 30, 1996 compared to $93,000 for the same period in 1995.

     NINE  MONTHS  ENDED  SEPTEMBER  30,  1996  COMPARED  TO NINE  MONTHS  ENDED
     SEPTEMBER 30, 1995:

     The  Partnership's  net income was  $3,071,000  and $3,162,000 for the nine
months ended September 30, 1996 and 1995, respectively,  representing a decrease
of $91,000,  or 3%. This decrease was due to increases in  depreciation  expense
and  minority  interest in income and a decrease in interest  income,  partially
offset  by   improved   property   operating   results   at  the   Partnership's
mini-warehouse facilities and a reduction in interest expense.

     Interest income decreased for the nine months ended September 30, 1996 over
the same  period in 1995 as a result of a  decrease  in  average  invested  cash
balances.

     Property net property  income  (rental  income less cost of operations  and
management fees and excluding  depreciation) for the nine months ended September
30, 1996 increased $90,000 or 1%, as rental income increased $366,000 or 3%, and
costs  of  operations  (including  management  fees and  excluding  depreciation
expense)  increased  $276,000 or 7%  compared  to the same  period in 1995.  The
improvement in property net operating  income was due to improved  operations at
the Partnership's  mini-warehouse facilities where net operating income improved
3%, partially offset by a decrease in the operating results at the business park
facilities where net operating income decreased 11%.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$9,761,000  compared to $9,384,000 for the nine months ended  September 30, 1996
and 1995,  respectively,  representing  an  increase  of  $377,000,  or 4%. This
increase was  primarily  attributable  to increased  rental  rates.  The monthly
average realized rent per square foot for the mini-warehouse facilities was $.60
compared  to $.58  for the nine  months  ended  September  30,  1996  and  1995,
respectively.  The  weighted  average  occupancy  levels  at the  mini-warehouse
facilities  remained  stable at 90% for the nine months ended September 30, 1996
and   1995.   Costs  of   operations   (including   management   fees)  for  the
mini-warehouses increased $201,000, or 6%, to $3,508,000 from $3,307,000 for the
nine months ended  September 30, 1996 and 1995,  respectively.  This increase is
primarily  due to  increases  in  property  tax,  repairs and  maintenance,  and
advertising  expenses.   Accordingly,   for  the  Partnership's   mini-warehouse
operations,  property  net  operating  income  increased  $176,000,  or 3%, from
$6,077,000 to $6,253,000 for the nine months ended  September 30, 1995 and 1996,
respectively.

     Rental  income for the  Partnership's  business park  operations  decreased
$11,000,  or 1%,  to  $1,750,000  from  $1,761,000  for the  nine  months  ended
September 30, 1996 and 1995,  respectively.  This decrease is principally due to
increased  rental rates offset by a decrease in the weighted  average  occupancy
levels.  The monthly average realized rent per square foot for the business park
facilities  was $.81  compared to $.80 for the nine months ended  September  30,
1996 and  1995,  respectively.  The  weighted  average  occupancy  levels at the
business  park  facilities  was 95%  compared to 97% for the nine  months  ended
September  30,  1996  and  1995,  respectively.  Cost of  operations  (including
management fees) for the business parks increased $75,000,  or 8%, to $1,009,000
from  $934,000  for  the  nine  months  ended   September  30,  1996  and  1995,
respectively. This increase is primarily due to increases in property tax, lease
commissions,  repairs and maintenance, and utilities expenses.  Accordingly, for

                                       7
<PAGE>
                              PS PARTNERS II, LTD.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

the  Partnership's  business  park  facilities,  property net  operating  income
decreased  by $86,000,  or 11%,  from  $827,000 to $741,000  for the nine months
ended September 30, 1995 and 1996, respectively.

     Interest expense decreased  approximately $120,000 from $134,000 to $14,000
for the nine months ended September 30, 1995 and 1996, respectively, as a result
of the payoff of the Partnership's mortgage note payable in the first quarter of
1996.

     Administrative expenses decreased $51,000 from $174,000 in 1995 to $123,000
in 1996.  This  decrease is  principally a result of  non-recurring  expenses in
1995, totaling $43,000, incurred in connection with environmental assessments of
the Partnership's facilities.

     Minority interest in income increased $93,000 from $1,131,000 to $1,224,000
for the nine  months  ended  September  30,  1995 and 1996,  respectively.  This
increase  is  primarily  attributable  to  an  increase  in  operations  at  the
Partnership's real estate facilities owned jointly with PSI, partially offset by
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 $256,000 for the nine months ended  September
30, 1996 compared to $244,000 for the same period in 1995.

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
($6,958,000 for the nine months ended September 30, 1996) has been sufficient to
meet all current obligations of the Partnership.

     In March,  1996, the  Partnership  repaid early it's mortgage note payable,
utilizing  cash reserves and funds  contributed  from the holder of the minority
interest.

     During  1996,  the  Partnership  anticipates  approximately  $1,303,000  of
capital  improvements (of which $221,000  represents PSI's joint venture share).
The  anticipated  increase  in  capital  improvements  in 1996 is mainly  due to
$351,000  of  budgeted   improvements  at  the  Partnership's   business  parks;
specifically,  remodeling  of common  areas,  resurfacing  of a parking  lot and
tenant  improvements  to vacated spaces on terminated  leases.  During 1995, the
Partnership's  property  manager  commenced  a program  to  enhance  the  visual
appearance of the  mini-warehouse  facilities  managed by it. Such  enhancements
will include new signs,  exterior color schemes,  and improvements to the rental
offices.  Included in the 1996 capital improvement budget are estimated costs of
$223,000 for such enhancements. Total capital improvements were $665,000 for the
nine  months  ended  September  30,  1996  of  which  $579,000   represents  the
Partnership's share (the remaining balance was paid by the minority interest).

     The  Partnership  paid  distributions  to the limited and general  partners
totaling  $3,210,000  ($25.08 per unit) and $393,000,  respectively,  during the
first nine months of 1996. Future  distribution  rates may be adjusted to levels
which are supported by operating  cash flow after capital  improvements  and any
other necessary obligations.


                                       8
<PAGE>

                           PART II. OTHER INFORMATION

ITEMS 1 through 4 are not applicable.

Item 5   Other Information
         -----------------
 
     In October 1996, PSI completed a cash tender offer,  which had commenced in
August 1996, pursuant to which PSI acquired a total of 9,013 limited partnership
units at $520 per unit.

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 12, 1996

                                    PS PARTNERS II, LTD.

                   BY:              Public Storage, Inc.
                                    General Partner

                   BY:              /s/ Ronald L. Havner, Jr.
                                    ---------------------------------
                                    Ronald L. Havner, Jr.
                                    Senior Vice President and Chief Financial
                                       Officer of Public Storage, Inc.
                                       (Principal financial officer)

                   BY:              /s/ John Reyes
                                    ---------------------------------
                                    John Reyes
                                    Vice President and Controller
                                       of Public Storage, Inc.
                                      (Principal accounting officer)

                                       9