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 March 31, 1998

                                       or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]

For the transition period from                  to
                              ------------------  ------------------

Commission File Number 0-11981
                       -------

                              PS PARTNERS II, LTD.
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)



       California                                     95-3878680
------------------------------------   ---------------------------------------
(State or other jurisdiction            (I.R.S. Employer Identification Number)
of incorporation or organization)


      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 March 31, 1998
           and December 31, 1997                                            2

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

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

     Notes to condensed consolidated financial statements                   6

     Management's discussion and analysis of financial condition
          and results of operations                                       7-8

PART II.  OTHER INFORMATION

     (Items 1 through 5 are not applicable)

     Item 6 - Exhibits and Reports on Form 8-K                              9





<PAGE>

                              PS PARTNERS II, LTD.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                          March 31,         December 31,
                                                                                            1998               1997
                                                                                  ---------------------------------------
                                                                                     (Unaudited)

                                         ASSETS


        <S>                                                                              <C>                <C>        
        Cash and cash equivalents                                                        $ 1,819,000        $ 1,085,000

        Rent and other receivables                                                            99,000            103,000

        Real estate facilities, at cost:
           Land                                                                           10,580,000         10,580,000
           Buildings and equipment                                                        59,600,000         59,525,000
                                                                                  ---------------------------------------
                                                                                          70,180,000         70,105,000

           Less accumulated depreciation                                                 (32,903,000)       (32,148,000)
                                                                                  ---------------------------------------
                                                                                          37,277,000         37,957,000

        Investment in real estate entity                                                  13,947,000         13,978,000

        Other assets                                                                         135,000            129,000
                                                                                  ---------------------------------------

                                                                                        $ 53,277,000       $ 53,252,000
                                                                                  =======================================


                            LIABILITIES AND PARTNERS' EQUITY


        Accounts payable                                                                   $ 337,000          $ 200,000

        Advance payments from renters                                                        460,000            416,000

        Mortgage notes payable                                                                     -                  -

        Minority interest in general partnerships                                         14,867,000         14,966,000

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

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

                                                                                        $ 53,277,000       $ 53,252,000
                                                                                  =======================================
</TABLE>
                            See accompanying notes.
                                       2


<PAGE>

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


<TABLE>
<CAPTION>

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

 REVENUE:

 <S>                                                                             <C>                <C>        
 Rental income                                                                   $ 3,378,000        $ 3,253,000
 Equity in income of real estate entity                                              208,000            148,000
 Interest income                                                                      19,000             15,000
                                                                           -------------------------------------
                                                                                   3,605,000          3,416,000
                                                                           -------------------------------------

 COSTS AND EXPENSES:

 Cost of operations                                                                1,120,000          1,061,000
 Management fees                                                                     203,000            195,000
 Depreciation and amortization                                                       755,000            709,000
 Administrative                                                                       19,000             20,000
                                                                           -------------------------------------
                                                                                   2,097,000          1,985,000
                                                                           -------------------------------------

 Income before minority interest                                                   1,508,000          1,431,000

 Minority interest in income                                                        (365,000)          (384,000)
                                                                           -------------------------------------

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

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

<PAGE>

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

<TABLE>
<CAPTION>

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

 CASH FLOWS FROM OPERATING ACTIVITIES:

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

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

        Depreciation and amortization                                                 755,000              709,000
        Decrease in rent and other receivables                                          4,000                2,000
        (Increase) decrease in other assets                                            (6,000)              93,000
        Increase (decrease) in accounts payable                                       137,000             (197,000)
        Increase in advance payments from renters                                      44,000               35,000
        Equity in income of real estate entity                                       (208,000)            (148,000)
        Minority interest in income                                                   365,000              384,000
                                                                          -------------------------------------------

          Total adjustments                                                         1,091,000              878,000
                                                                          -------------------------------------------

          Net cash provided by operating activities                                 2,234,000            1,925,000
                                                                          -------------------------------------------

 CASH FLOWS USED IN INVESTING ACTIVITIES:

    Distributions from real estate entity                                             239,000                    -
    Investment in real estate entity                                                        -               (3,000)
    Additions to real estate facilities                                               (75,000)            (274,000)
                                                                          -------------------------------------------

          Net cash provided by (used in) investing activities                         164,000             (277,000)
                                                                          -------------------------------------------

 CASH FLOWS USED IN FINANCING ACTIVITIES:

    Distributions to holder of minority interest                                     (464,000)            (405,000)
    Distributions to partners                                                      (1,200,000)          (1,905,000)
                                                                          -------------------------------------------

          Net cash used in financing activities                                    (1,664,000)          (2,310,000)
                                                                          -------------------------------------------

 Net increase (decrease) in cash and cash equivalents                                 734,000             (662,000)

 Cash and cash equivalents at the beginning of the period                           1,085,000            1,239,000
                                                                          -------------------------------------------

 Cash and cash equivalents at the end of the period                               $ 1,819,000            $ 577,000
                                                                          ===========================================
</TABLE>
                            See accompanying notes.
                                       4

<PAGE>


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


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


       Supplemental schedule of noncash investing and financing activities:


          <S>                                                                             <C>          <C>           
          Investment in real estate entity                                                 $ -          $ (13,570,000)

          Transfer of real estate facilities for interest in real
          estate entity, net                                                                 -             13,570,000
</TABLE>

                            See accompanying notes.
                                       5

<PAGE>

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


1.     The accompanying  unaudited condensed  consolidated  financial statements
       have  been  prepared  pursuant  to  the  rules  and  regulations  of  the
       Securities  and Exchange  Commission.  Certain  information  and footnote
       disclosures   normally  included  in  financial  statements  prepared  in
       accordance  with  generally  accepted  accounting  principles  have  been
       condensed  or omitted  pursuant to such rules and  regulations,  although
       management believes that the disclosures contained herein are adequate to
       make the information presented not misleading.  These unaudited condensed
       consolidated  financial statements should be read in conjunction with the
       financial  statements  and related notes  appearing in the  Partnership's
       Form 10-K for the year ended December 31, 1997.

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

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

4.     In January 1997, the Partnership  and 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 business parks in exchange
       for a partnership interest in PSBPLP. The general partner of PSBPLP is PS
       Business Parks, Inc.


                                       6
<PAGE>


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


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

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

       The  Partnership's  net income for the three  months ended March 31, 1998
was $1,143,000 compared to $1,047,000 for the three months ended March 31, 1997,
representing an increase of $96,000, or 9%. The increase was primarily due to an
increase in property  operations at the  Partnership's  real estate  facilities,
combined  with a decrease  in minority  interest in income for those  properties
held jointly with PSI.

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

       Depreciation and amortization  increased $46,000, or 6%, from $709,000 to
$755,000 for the three months ended March 31, 1997 and 1998, respectively.  This
increase was primarily  attributable to the depreciation of capital expenditures
made during 1997 and 1998.

       Minority  interest in income was $365,000 in 1998 compared to $384,000 in
1997,  representing  a decrease of $19,000,  or 5%. This  decrease was primarily
attributable to an 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 $134,000 for the three months ended March
31, 1998 compared to $93,000 for the same period in 1997, partially offset by an
increase in operations at the Partnership's real estate facilities owned jointly
with PSI.


                                       7
<PAGE>


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
($2,234,000  for the three months ended March 31, 1998) has been  sufficient  to
meet all current obligations of the Partnership.

       During 1998,  the  Partnership  anticipates  approximately  $1,050,000 of
capital  improvements (of which $208,000  represents PSI's joint venture share).
Total  capital  improvements  were  $75,000 for the three months ended March 31,
1998 of which $62,000 represents the Partnership's share.

       The Partnership  paid  distributions  to the limited and general partners
totaling  $1,070,000  ($8.36 per unit) and  $130,000,  respectively,  during the
first three months of 1998. Future  distribution rates may be adjusted to levels
which are supported by operating  cash flow after capital  improvements  and any
other necessary obligations.



                                       8
<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:  May 13, 1998
                                     PS PARTNERS II, LTD.
                             BY:     Public Storage, Inc.
                                     General Partner

                             BY:     /s/ John Reyes
                                     -----------------------------------------

                                     Senior Vice President and Chief Financial
                                       Officer of Public Storage, Inc.
                                       (principal financial and accounting
                                       officer)


                                       9