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, 1997
                     ------------------

                                       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 Identification Number)
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 September 30, 1997
               and December 31, 1996                                       2

         Condensed consolidated statements of income for the three
              and nine months ended September 30, 1997 and 1996            3
 
         Condensed consolidated statements of cash flows for the
              nine months ended September 30, 1997 and 1996              4-5

         Notes to condensed consolidated financial statements            6-7

         Management's discussion and analysis of financial condition
              and results of operations                                 8-11

PART II.  OTHER INFORMATION

         (Items 1 through 5 are not applicable)

         Item 6 - Exhibits and Reports on Form 8-K                        12


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



                                                                            September 30,        December 31,
                                                                                 1997               1996
                                                                          ---------------------------------------
                                                                             (Unaudited)
                             ASSETS

<S>                                                                                <C>              <C>        
Cash and cash equivalents                                                          $ 991,000        $ 1,239,000

Rent and other receivables                                                            86,000            123,000

Real estate facilities, at cost:
   Land                                                                           10,580,000         17,414,000
   Buildings and equipment                                                        59,036,000         73,222,000
                                                                          ---------------------------------------
                                                                                  69,616,000         90,636,000

   Less accumulated depreciation                                                 (31,405,000)       (37,683,000)
                                                                          ---------------------------------------
                                                                                  38,211,000         52,953,000

Investment in real estate entity                                                  14,118,000                  -

Other assets                                                                         144,000            243,000
                                                                          ---------------------------------------

                                                                                $ 53,550,000       $ 54,558,000
                                                                          =======================================


                        LIABILITIES AND PARTNERS' EQUITY


Accounts payable                                                                   $ 451,000          $ 519,000

Advance payments from renters                                                        437,000            427,000

Mortgage notes payable                                                                     -                  -

Minority interest in general partnerships                                         14,910,000         15,069,000

Partners' equity:
   Limited partners' equity,  $500 per unit, 128,000
      units authorized, issued and outstanding                                    37,293,000         38,077,000
   General partner's equity                                                          459,000            466,000
                                                                          ---------------------------------------

Total partners' equity                                                            37,752,000         38,543,000
                                                                          ---------------------------------------

                                                                                $ 53,550,000       $ 54,558,000
                                                                          =======================================


                             See accompanying notes.
                                        2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                              PS PARTNERS II, LTD.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)




                                                             Three Months Ended                Nine Months Ended
                                                               September 30,                     September 30,
                                                      --------------------------------------------------------------------
                                                           1997             1996             1997             1996
                                                      --------------------------------------------------------------------

REVENUE:

<S>                                                      <C>             <C>             <C>              <C>         
Rental income                                            $ 3,524,000     $ 3,928,000     $ 10,181,000     $ 11,511,000
Equity in income of real estate entity                       184,000               -          541,000                -
Interest income                                               14,000          16,000           39,000           39,000
                                                      --------------------------------------------------------------------
                                                           3,722,000       3,944,000       10,761,000       11,550,000
                                                      --------------------------------------------------------------------

COSTS AND EXPENSES:

Cost of operations                                         1,006,000       1,284,000        3,097,000        3,844,000
Management fees                                              212,000         230,000          611,000          673,000
Depreciation and amortization                                723,000         885,000        2,143,000        2,601,000
Interest expense                                                   -               -                -           14,000
Administrative                                                36,000          37,000          108,000          123,000
                                                      --------------------------------------------------------------------
                                                           1,977,000       2,436,000        5,959,000        7,255,000
                                                      --------------------------------------------------------------------

Income before minority interest                            1,745,000       1,508,000        4,802,000        4,295,000

Minority interest in income                                 (466,000)       (440,000)      (1,286,000)      (1,224,000)
                                                      --------------------------------------------------------------------

NET INCOME                                               $ 1,279,000     $ 1,068,000      $ 3,516,000      $ 3,071,000
                                                      ====================================================================

Limited partners' share of net income
   ($23.86 per unit in 1997 and $20.97
   per unit in 1996)                                                                      $ 3,054,000      $ 2,684,000
General partner's share of net income                                                         462,000          387,000
                                                                                       ---------------------------------
                                                                                          $ 3,516,000      $ 3,071,000
                                                                                       ===================================
                             See accompanying notes.
                                        3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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



                                                                                      Nine Months Ended
                                                                                        September 30,
                                                                           -----------------------------------------
                                                                                  1997                 1996
                                                                           -----------------------------------------

Cash flows from operating activities:
<S>                                                                                <C>                 <C>        
   Net income                                                                      $ 3,516,000         $ 3,071,000

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

       Depreciation and amortization                                                 2,143,000           2,601,000
       Decrease in rent and other receivables                                           37,000              28,000
       Decrease (increase) in other assets                                              99,000             (60,000)
       (Decrease) increase in accounts payable                                         (68,000)             88,000
       Increase in advance payments from renters                                        10,000               6,000
       Equity in income of real estate entity                                         (541,000)                  -
       Minority interest in income                                                   1,286,000           1,224,000
                                                                           -----------------------------------------

         Total adjustments                                                           2,966,000           3,887,000
                                                                           -----------------------------------------

         Net cash provided by operating activities                                   6,482,000           6,958,000
                                                                           -----------------------------------------

Cash flows used in investing activities:

   Investment in real estate entity                                                     (3,000)                  -
   Additions to real estate facilities                                                (975,000)           (665,000)
                                                                           -----------------------------------------

         Net cash used in investing activities                                        (978,000)           (665,000)
                                                                           -----------------------------------------

Cash flows used in financing activities:

   Principal payments on mortgage notes payable                                              -          (2,260,000)
   Distributions to holder of minority interest                                     (1,445,000)         (1,384,000)
   Contribution from holder of minority interest                                             -           1,438,000
   Distributions to partners                                                        (4,307,000)         (3,603,000)
                                                                           -----------------------------------------

         Net cash used in financing activities                                      (5,752,000)         (5,809,000)
                                                                           -----------------------------------------

Net (decrease) increase in cash and cash equivalents                                  (248,000)            484,000

Cash and cash equivalents at the beginning of the period                             1,239,000             904,000
                                                                           -----------------------------------------

Cash and cash equivalents at the end of the period                                   $ 991,000         $ 1,388,000
                                                                           =========================================

                             See accompanying notes.
                                        4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                              PS PARTNERS II, LTD.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                   (Continued)


                                                                                       Nine Months Ended
                                                                                         September 30,
                                                                             --------------------------------------
                                                                                    1997               1996
                                                                             --------------------------------------
                                                                             


Supplemental schedule of noncash investing and financing activities:


<S>                                                                               <C>                           <C>
   Investment in real estate entity                                               $ (13,574,000)                $ -

   Transfer of real estate facilities for interest in real estate entity             13,574,000                   -


                             See accompanying notes.
                                        5
</TABLE>
<PAGE>

                              PS PARTNERS II, LTD.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1997
                                   (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, 1996.

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, 1997,  the results of operations
          for the three and nine months  ended  September  30, 1997 and 1996 and
          cash flows for the nine months then ended.

3.        The  results  of  operations  for the  three  and  nine  months  ended
          September 30, 1997 are not necessarily indicative of the results to be
          expected for the full year.

4.        Effective  January  2,  1997,  Public  Storage,   Inc.  ("PSI"),   the
          Partnership's  general  partner,  formed  a new  private  real  estate
          investment trust named American Office Park Properties,  Inc. ("AOPP")
          which  will  focus  its  investment   efforts  on  the  ownership  and
          management of commercial properties (also referred to as business park
          facilities).  In  connection  with  the  formation  of  AOPP,  PSI and
          affiliated  partnerships  transferred commercial properties to a newly
          created   partnership   underlying   AOPP  in  exchange   for  limited
          partnership   interests   (AOPP   and   the   underlying   partnership
          collectively   referred  to  as  the  "New  REIT").   The  Partnership
          participated  in  the  initial   transaction  by  exchanging  its  two
          commercial  properties,   one  of  which  was  owned  jointly  by  the
          Partnership  and PSI, for 576,250  limited  partnership  units,  which
          represented  approximately  8.6% of the initial  capitalization of the
          partnership underlying AOPP.

          The number of limited  partnership  units received by the  Partnership
          was  based on the  relative  fair  market  value of the  Partnership's
          commercial properties exchanged compared to the aggregate of all other
          real estate  assets  exchanged  for limited  partnership  units in the
          underlying  partnership.  The Partnership's limited partnership units,
          pursuant to the terms and conditions of the governing  documents,  are
          convertible into shares of common stock of AOPP.

                                       6
<PAGE>

4.        (Continued)
          The general  partners  believe that the  concentration  of PSI's,  the
          Partnership's  and affiliate  entities'  commercial  properties into a
          single  entity will create a vehicle  which should  facilitate  future
          growth  in  this  segment  of  the  real  estate  industry.  PSI,  the
          Partnership and the affiliates  transferring real estate assets to the
          New REIT  will  participate  in the  growth  through  their  ownership
          interests in the New REIT.

          The  Partnership  accounts  for its  investment  in New REIT using the
          equity method of accounting;  accordingly,  equity in earnings of real
          estate entity, as reflected on the  Partnership's  statement of income
          for the three and nine months ended  September 30, 1997,  reflects the
          Partnership's  pro rata  share of the  earnings  of the New REIT.  The
          investment was initially  recorded at the Partnership's net book value
          of  its  properties  exchanged  for  limited  partnership  units.  The
          investment is  subsequently  adjusted for the  Partnership's  pro rata
          share of income and distributions  from the underlying  partnership of
          the New REIT.

                                       7

<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, 1997 COMPARED TO THREE MONTHS ENDED 
SEPTEMBER 30, 1996:

     The  Partnership's net income for the three months ended September 30, 1997
was $1,279,000  compared to $1,068,000 for the three months ended  September 30,
1996,  representing  an  increase  of  $211,000,  or  20%.  Excluding  the  1996
operations  for the  Partnership's  business park  facilities as compared to the
1997 equity in income of real estate entity,  the increase is due to an increase
in the Partnership's mini-warehouse operations.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$3,524,000  compared to $3,349,000 for the three months ended September 30, 1997
and 1996,  respectively,  representing  an  increase  of  $175,000,  or 5%.  The
increase in rental income was primarily  attributable to increased  rental rates
at the Partnership's  mini-warehouse  facilities,  partially offset by decreased
average occupancy levels.  The monthly average realized rent per square foot for
the  mini-warehouse  facilities  was $.65  compared to $.61 for the three months
ended September 30, 1997 and 1996, respectively.  The weighted average occupancy
levels at the mini-warehouse  facilities decreased from 93% to 92% for the three
months  ended  September  30, 1996 and 1997,  respectively.  Cost of  operations
(including  management  fees)  increased  $44,000,  or 4%,  to  $1,218,000  from
$1,174,000 for the three months ended September 30, 1997 and 1996, respectively.
This  increase  was  primarily  attributable  to increases  in  advertising  and
property  tax  expenses.   Accordingly,  for  the  Partnership's  mini-warehouse
operations,  property net operating  income  increased by $131,000,  or 6%, from
$2,175,000 to $2,306,000 for the three months ended September 30, 1996 and 1997,
respectively.

     Effective January 2, 1997, Public Storage,  Inc. ("PSI"), the Partnership's
general  partner,  formed a new  private  real  estate  investment  trust  named
American Office Park Properties,  Inc.  ("AOPP") which will focus its investment
efforts on the ownership and management of commercial properties.  In connection
with  the  formation  of  AOPP,  PSI  and  affiliated  partnerships  transferred
commercial properties to a newly created partnership underlying AOPP in exchange
for  limited  partnership   interests  (AOPP  and  the  underlying   partnership
collectively referred to as the "New REIT"). The Partnership participated in the
initial  transaction by exchanging its two commercial  properties,  one of which
was owned jointly by the Partnership  and PSI, for 576,250  limited  partnership
units, which represented approximately 8.6% of the initial capitalization of the
partnership underlying AOPP.

                                       8
<PAGE>

     The  Partnership  accounts for its  investment in New REIT using the equity
method of accounting. The following table summarizes the Partnership's equity in
earnings  from  its  investment  in the New  REIT  for the  three  months  ended
September  30, 1997  compared to the  operation of the  exchanged  business park
facilities for the three months ended September 30, 1996:



                                                Three Months Ended September 30,
                                                --------------------------------
                                                   1997                  1996
                                                -------------     --------------

 Equity in earnings of real estate entity         $  184,000      $         -
 Rental income                                             -          579,000
 Cost of operations                                        -          340,000
 Net operating income                                184,000          239,000
 Depreciation                                              -          196,000
                                                -------------     --------------
                                                  $  184,000        $  43,000
                                                =============     ==============


     Depreciation   and   amortization   attributable   to   the   Partnership's
mini-warehouses increased $34,000 from $689,000 to $723,000 for the three months
ended  September  30, 1996 and 1997,  respectively.  This increase was primarily
attributable to the  depreciation of capital  expenditures  made during 1996 and
1997.

     Minority  interest in income  increased  $26,000,  or 6%, to $466,000  from
$440,000 for the three months ended  September 30, 1997 and 1996,  respectively.
This  increase was  primarily  attributable  to an increase in operations at the
Partnership's real estate facilities owned jointly with PSI.

NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 
30, 1996:

     The  Partnership's  net income for the nine months ended September 30, 1997
was $3,516,000  compared to $3,071,000  for the nine months ended  September 30,
1996,  representing  an  increase  of  $445,000,  or  14%.  Excluding  the  1996
operations  for the  Partnership's  business park  facilities as compared to the
1997 equity in income of real estate entity,  the increase is due to an increase
in the Partnership's  mini-warehouse  operations,  partially offset by increased
minority interest in income for those properties held jointly with PSI.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$10,181,000  compared to $9,761,000 for the nine months ended September 30, 1997
and 1996,  respectively,  representing  an  increase  of  $420,000,  or 4%.  The
increase in rental income was primarily  attributable to increased  rental rates
at the Partnership's  mini-warehouse  facilities,  partially offset by decreased
average occupancy levels.  The monthly average realized rent per square foot for
the  mini-warehouse  facilities  was $.64  compared  to $.60 for the nine months
ended September 30, 1997 and 1996, respectively.  The weighted average occupancy
levels at the mini-warehouse  facilities  decreased from 91% to 90% for the nine

                                       9
<PAGE>

months  ended  September  30, 1996 and 1997,  respectively.  Cost of  operations
(including  management  fees)  increased  $200,000,  or 6%, to  $3,708,000  from
$3,508,000 for the nine months ended September 30, 1997 and 1996,  respectively.
This increase was primarily  attributable to increases in advertising,  property
tax,  management,  and  office  expenses.  Accordingly,  for  the  Partnership's
mini-warehouse operations,  property net operating income increased by $220,000,
or 4%, from  $6,253,000  to $6,473,000  for the nine months ended  September 30,
1996 and 1997, respectively.

     The  Partnership  accounts for its  investment in New REIT using the equity
method of accounting. The following table summarizes the Partnership's equity in
earnings from its investment in the New REIT for the nine months ended September
30, 1997 compared to the operation of the exchanged business park facilities for
the nine months ended September 30, 1996:

                                                 Nine Months Ended September 30,
                                                -------------------------------
                                                      1997               1996
                                                --------------    -------------
   Equity in earnings of real estate entity        $  541,000       $         -
   Rental income                                            -         1,750,000
   Cost of operations                                       -         1,009,000
                                                --------------    -------------
   Net operating income                               541,000           741,000
   Depreciation                                             -           546,000
                                                --------------    -------------
                                                   $  541,000        $  195,000
                                                ==============    =============




     Depreciation   and   amortization   attributable   to   the   Partnership's
mini-warehouses  increased  $88,000 from  $2,055,000 to $2,143,000  for the nine
months  ended  September  30, 1996 and 1997,  respectively.  This  increase  was
primarily  attributable to the depreciation of capital  expenditures made during
1996 and 1997.

     Minority  interest in income was  $1,286,000 in 1997 compared to $1,224,000
in 1996, representing an increase of $62,000, or 5%. This increase was primarily
attributable  to an  increase in  operations  at the  Partnership's  real estate
facilities owned jointly with PSI.

     Interest expense in 1996 represents interest on the Partnership's  mortgage
note payable that was repaid prior to maturity in March 1996.

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
($6,482,000 for the nine months ended September 30, 1997) has been sufficient to
meet all current obligations of the Partnership.

     During  1997,  the  Partnership  anticipates  approximately  $1,252,000  of
capital  improvements (of which $257,000  represents PSI's joint venture share).
During 1995, the  Partnership's  property manager commenced a program to enhance
the  visual  appearance  of the  mini-warehouse  facilities.  Such  enhancements

                                       10
<PAGE>

include  new signs,  exterior  color  schemes,  and  improvements  to the rental
offices.  This  program  continued  in 1997.  Total  capital  improvements  were
$975,000  for the  nine  months  ended  September  30,  1997 of  which  $768,000
represents the Partnership's share.

     The  Partnership  paid  distributions  to the limited and general  partners
totaling  $3,837,000  ($29.98 per unit) and $470,000,  respectively,  during the
first nine months of 1997. Future  distribution  rates may be adjusted to levels
which are supported by operating  cash flow after capital  improvements  and any
other necessary obligations.


                                       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:  November 12, 1997
                                       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)


                                       12
<PAGE>