UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                               Amendment No. 2


[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the fiscal year ended December 31, 1995

                                       or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from       to
                                           ------  ------

Commission File Number 1-10792
                       -------

                       PUBLIC STORAGE PROPERTIES XIV, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

     California                                            95-4300884
--------------------------------            -----------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
 incorporation or organization)

       701 Western Avenue
       Glendale, California                                         91201-2349
----------------------------------------    -----------------------------------
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code:  (818) 244-8080
                                                     --------------

           Securities registered pursuant to Section 12(b) of the Act

Common Stock Series A, $.01 par value           American Stock Exchange
-------------------------------------   ----------------------------------------
(Title of each class)                (Name of each exchange on which registered)

           Securities registered pursuant to Section 12(g) of the Act
                                      None
                                 --------------
                                (Title of class)

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 
                                       --   --

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of the Company's knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  X
           ---


<PAGE>
                       PUBLIC STORAGE PROPERTIES XIV, INC.

    This  Amendment No.2  to Form 10-K for the year ended December 31, 1995
restates Item 6 and 14a in their entirety.

Item 6.  Selected financial data.
         ------------------------

         The  following  selected  historical  financial  information  has  been
derived from the audited financial statements of the Company and the predecessor
Partnership.
<TABLE>
<CAPTION>

                                                                   Year Ended December 31,
                                             -------------------------------------------------------------------
                                              1995            1994           1993           1992           1991
                                             -------        -------         -------       -------         -------
                                                            (In thousands, except per share data)
Operating data:
---------------
REVENUES:
<S>                                          <C>            <C>             <C>            <C>            <C>   
   Rental income                             $8,448         $8,206          $7,749         $7,573         $7,248
   Interest and other income                     52             25              15             39             98
                                             -------        -------         -------       -------         -------
                                              8,500          8,231           7,764          7,612          7,346
                                             -------        -------         -------       -------         -------

EXPENSES:
   Cost of operations                         2,251          2,155           2,141          2,037          1,938
   Management fees paid to affiliates           491            476             449            438            414
   Depreciation and amortization              1,403          1,338           1,264          1,253          1,282
   General and administrative                   241            241             252            328            249
   Environmental cost                           244           -               -              -              -
   Interest expense paid to affiliate          -                 8            -              -              -
   Reorganization costs (1)                    -              -               -              -               368
                                             -------        -------         -------       -------         -------
                                              4,630          4,218           4,106          4,056          4,251
                                             -------        -------         -------       -------         -------
NET INCOME                                   $3,870         $4,013          $3,658         $3,556         $3,095
                                             =======        =======         =======       =======         =======

Net income per Series A share:
  Primary                                     $1.50          $1.52           $1.34          $1.27          $1.02
  Fully diluted                               $1.19          $1.21           $1.08          $1.03          $0.87

Dividends declared per share:
  Series A                                    $1.36          $1.36           $1.36          $1.36          $1.71
  Series B                                    $1.36          $1.36           $1.36          $1.36          $1.71

Weighted average Common shares outstanding:
  Primary- Series A                           2,362          2,431           2,491          2,558          2,656
  Fully diluted- Series A                     3,254          3,323           3,383          3,450          3,548

Other data:
-----------
Net cash provided
  by operating activities                    $5,394         $5,200          $4,972         $4,708         $4,669
Net cash used in investing activities          (370)          (331)           (433)          (309)          (250)
Net cash used in financing activities        (5,615)        (3,874)         (4,948)        (5,326)        (4,605)
Funds from operations (2)                     5,517          5,351           4,922          4,809          4,745
Capital expenditures to maintain
  facilities                                   (370)          (331)           (433)          (309)          (250)

Balance sheet data:
-------------------
Total assets                                $38,794        $40,091         $40,097        $41,357        $43,215
Shareholders' equity                         36,785         38,489          38,345         39,611         41,343

</TABLE>
                                        2

<PAGE>


(1)  Reorganization  costs  which  primarily  consisted  of  legal,  accounting,
     transfer  taxes,   registration  and  solicitation  fees,  represent  costs
     incurred to reorganize the Partnership into the Company.


(2)  Funds from operations (FFO) is defined by the Company,  consistent with the
     definition  of FFO by the National  Association  of Real Estate  Investment
     Trusts  (NAREIT),  as  net  income  (loss)  (computed  in  accordance  with
     generally  accepted   accounting   principles)   before   depreciation  and
     extraordinary or non-recurring items. FFO is presented because the Company,
     as well as many  industry  analysts,  consider FFO to be one measure of the
     performance of the Company,  ie, one that generally reflects changes in the
     Company's  net  operating  income.  FFO does not  take  into  consideration
     scheduled principal payments on debt and capital improvements. Accordingly,
     FFO is not  necessarily  a substitute  for the  Company's  cash flow or net
     income as a measure of the Company's liquidity or operating  performance or
     ability to pay  distributions.  Furthermore,  the NAREIT  definition of FFO
     does not address the  treatment of certain items and all REITs do not treat
     items the same way in computing FFO. Accordingly,  comparisons of levels of
     FFO among REITs may not necessarily be meaningful.

                                       3

<PAGE>
                       PUBLIC STORAGE PROPERTIES XIV, INC.

                                    INDEX TO
                              FINANCIAL STATEMENTS
                                       AND
                          FINANCIAL STATEMENT SCHEDULE
                                  (Item 14 (a))


                                                                          Page
                                                                      References
                                                                      ----------


Report of Independent Auditors                                              F-1


Financial Statements and Schedule:


 Balance Sheets as of December 31, 1995 and 1994                            F-2

 For each of the three years in the period ended December 31, 1995:

 Statements of Income                                                       F-3

 Statements of Shareholders' Equity                                         F-4

 Statements of Cash Flows                                                   F-5

 Notes to Financial Statements                                        F-6 - F-9

Schedule for the years ended December 31, 1995, 1994 and 1993:

 III  Real Estate and Accumulated Depreciation                      F-10 - F-11




     All other schedules have been omitted since the required information is not
present or not  present  in amounts  sufficient  to  require  submission  of the
schedule,  or because the  information  required  is  included in the  financial
statements or the notes thereto.


<PAGE>

                         REPORT OF INDEPENDENT AUDITORS




The Board of Directors and Shareholders
Public Storage Properties XIV, Inc.


We have audited the  accompanying  balance sheets of Public  Storage  Properties
XIV,  Inc. as of  December  31, 1995 and 1994,  and the  related  statements  of
income,  shareholders'  equity and cash flows for each of the three years in the
period ended December 31, 1995. Our audits also included the schedule  listed in
the  index at item 14 (a).  These  financial  statements  and  schedule  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Public Storage Properties XIV,
Inc. at December 31, 1995 and 1994,  and the results of its  operations  and its
cash flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.  Also, in our opinion,
the related  financial  statement  schedule,  when considered in relation to the
basic  financial  statements  taken as a whole,  presents fairly in all material
respects the information set forth therein.







                                                      ERNST & YOUNG LLP


February 27, 1996
Los Angeles, California

                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                       PUBLIC STORAGE PROPERTIES XIV, INC.
                                 BALANCE SHEETS
                           December 31, 1995 and 1994


                                                                   1995            1994
                                                               ------------     -----------

                                     ASSETS
                                     ------


<S>                                                            <C>            <C>         
Cash and cash equivalents                                      $   949,000    $  1,540,000
Rent and other receivables                                          98,000          20,000
Prepaid expenses                                                   329,000          80,000

Real estate facilities at cost:
 Building, land improvements and equipment                      30,575,000      30,280,000
 Land                                                           18,712,000      18,712,000
                                                              ------------      -----------
                                                                49,287,000      48,992,000

     Less accumulated depreciation                             (11,869,000)    (10,541,000)
                                                              ------------      -----------
                                                                37,418,000      38,451,000
                                                              ------------     -----------

         Total assets                                          $38,794,000     $40,091,000
                                                              ============     ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

Accounts payable                                              $    824,000    $    349,000
Dividends payable                                                  863,000         904,000
Advance payments from renters                                      322,000         349,000

Shareholders' equity:
  Series A common, $.01 par value,
    3,569,024 shares authorized,
    2,304,218 shares issued and
    outstanding (2,423,618 shares
    issued and outstanding in 1994)                                 23,000          24,000
  Convertible Series B common, $.01 par
    value, 232,762 shares authorized,
    issued and outstanding                                           2,000           2,000
  Convertible Series C common, $.01 par
    value, 659,494 shares authorized,
    issued and outstanding                                           7,000           7,000

  Paid-in-capital                                               40,941,000      42,997,000
  Cumulative income                                             27,859,000      23,989,000
  Cumulative distributions                                     (32,047,000)    (28,530,000)
                                                               ------------     -----------

Total shareholders' equity                                      36,785,000      38,489,000
                                                               ------------     -----------

Total liabilities and shareholders' equity                     $38,794,000     $40,091,000
                                                              ============     ===========
</TABLE>



                             See accompanying notes.
                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                       PUBLIC STORAGE PROPERTIES XIV, INC.
                              STATEMENTS OF INCOME
                       For each of the three years in the
                         period ended December 31, 1995



                                                                  1995                  1994                  1993
                                                              ------------          ------------          ------------
REVENUES:

<S>                                                             <C>                   <C>                   <C>       
Rental income                                                   $8,448,000            $8,206,000            $7,749,000
Interest income                                                     52,000                25,000                15,000
                                                              ------------          ------------          ------------
                                                                 8,500,000             8,231,000             7,764,000
                                                              ------------          ------------          ------------

COSTS AND EXPENSES:

Cost of operations                                               2,251,000             2,155,000             2,141,000
Management fees paid to affiliates                                 491,000               476,000               449,000
Depreciation and amortization                                    1,403,000             1,338,000             1,264,000
Administrative                                                     241,000               241,000               252,000
Environmental cost                                                 244,000                     -                     -
Interest expense paid to affiliate                                    -                    8,000                     -
                                                              ------------          ------------          ------------

                                                                 4,630,000             4,218,000             4,106,000
                                                              ------------          ------------          ------------


NET INCOME                                                      $3,870,000            $4,013,000            $3,658,000
                                                              ============          ============          ============

Primary earnings per share-Series A                                  $1.50                 $1.52                 $1.34
                                                              ============          ============          ============

Fully diluted earnings per share-Series A                            $1.19                 $1.21                 $1.08
                                                              ============          ============          ============

Dividends declared per share:
     Series A                                                        $1.36                 $1.36                 $1.36
                                                              ============          ============          ============
     Series B                                                        $1.36                 $1.36                 $1.36
                                                              ============          ============          ============

Weighted average Common shares outstanding:
     Primary- Series A                                           2,361,951             2,430,935             2,491,093
                                                              ============          ============          ============
     Fully diluted- Series A                                     3,254,207             3,323,191             3,383,349
                                                              ============          ============          ============


</TABLE>
                             See accompanying notes.
                                       F-3

<PAGE>
<TABLE>
                       PUBLIC STORAGE PROPERTIES XIV, INC.
                       STATEMENTS OF SHAREHOLDERS' EQUITY
                 For each of the three years in the period ended
                                December 31, 1995
<CAPTION>


                                                                     Convertible        Convertible     
                                                 Series A               Series B          Series C      
                                          Shares      Amount      Shares    Amount    Shares   Amount   
                                         ----------  ---------   --------  -------   -------  -------- 

<S>                                      <C>          <C>        <C>       <C>       <C>      <C>     
Balances at December 31, 1992            2,509,568    $25,000    232,762   $2,000    659,494  $7,000  

Net income                                                                                               
Repurchase of shares                       (70,700)    (1,000)                                           

Cash distributions declared:
 $1.36 per share - Series A                                                                               
 $1.36 per share - Series B                                                                               
                                         ----------  ---------   --------  -------   -------  -------- 

Balances at December 31, 1993            2,438,868     24,000    232,762    2,000    659,494   7,000  

Net income                                                                                              
Repurchase of shares                       (15,250)      -                                              

Cash distributions declared:
 $1.36 per share - Series A                                                                               
 $1.36 per share - Series B                                                                               
                                         ----------  ---------   --------  -------   -------  -------- 

Balances at December 31, 1994            2,423,618     24,000    232,762    2,000    659,494   7,000  

Net income                                                                                            
Repurchase of shares                      (119,400)    (1,000)                                        

Cash distributions declared:
 $1.36 per share - Series A                                                                             
 $1.36 per share - Series B                                                                             
                                         ----------  ---------   --------  -------   -------  -------- 

Balances at December 31, 1995            2,304,218    $23,000    232,762   $2,000    659,494  $7,000  
                                         ==========  =========   ========  =======   =======  ======== 

</TABLE>

<TABLE>
<CAPTION>
                                                          Cumulative                         Total
                                            Paid-in          Net           Cumulative     Shareholders'
                                            Capital        Income          Distributions     Equity
                                         -----------      -----------     -------------   ------------- 

<S>                                       <C>             <C>             <C>              <C>        
Balances at December 31, 1992             $44,469,000     $16,318,000     ($21,210,000)    $39,611,000

Net income                                                  3,658,000                        3,658,000
Repurchase of shares                       (1,225,000)                                      (1,226,000)

Cash distributions declared:
 $1.36 per share - Series A                                                 (3,381,000)     (3,381,000)
 $1.36 per share - Series B                                                   (317,000)       (317,000)
                                         -----------      -----------     -------------   ------------- 

Balances at December 31, 1993              43,244,000      19,976,000      (24,908,000)     38,345,000

Net income                                                  4,013,000                        4,013,000
Repurchase of shares                         (247,000)                                        (247,000)

Cash distributions declared:
 $1.36 per share - Series A                                                 (3,305,000)     (3,305,000)
 $1.36 per share - Series B                                                   (317,000)       (317,000)
                                         -----------      -----------     -------------   ------------- 

Balances at December 31, 1994              42,997,000      23,989,000      (28,530,000)     38,489,000

Net income                                                  3,870,000                        3,870,000
Repurchase of shares                       (2,056,000)                                      (2,057,000)

Cash distributions declared:
 $1.36 per share - Series A                                                 (3,201,000)     (3,201,000)
 $1.36 per share - Series B                                                   (316,000)       (316,000)
                                         -----------      -----------     -------------   ------------- 

Balances at December 31, 1995            $40,941,000      $27,859,000     ($32,047,000)    $36,785,000
                                         ===========      ===========     =============   ============= 

</TABLE>

                             See accompanying notes.
                                       F-4
<PAGE>
<TABLE>
                       PUBLIC STORAGE PROPERTIES XIV, INC.
                            STATEMENTS OF CASH FLOWS
                       For each of the three years in the
                         period ended December 31, 1995
<CAPTION>


                                                            1995                  1994                 1993
                                                        ------------           -----------          -----------

Cash flows from operating activities:

<S>                                                      <C>                   <C>                  <C>       
 Net income                                              $3,870,000            $4,013,000           $3,658,000

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

   Depreciation and amortization                          1,403,000             1,338,000            1,264,000
   (Increase) decrease in rent and
      other receivables                                     (78,000)               (6,000)              57,000
   Increase in prepaid expenses                            (249,000)             -                     (37,000)
   Increase (decrease) in accounts payable                  475,000               (78,000)               6,000
   (Decrease) increase in advance
      payments from renters                                 (27,000)              (67,000)              24,000
                                                        ------------           -----------          -----------

      Total adjustments                                   1,524,000             1,187,000            1,314,000
                                                         ----------            ----------           ----------

      Net cash provided by operating activities           5,394,000             5,200,000            4,972,000
                                                         ----------            ----------           ----------

Cash flows from investing activities:

 Additions to real estate facilities                       (370,000)             (331,000)            (433,000)
                                                         -----------           -----------          -----------

      Net cash used in investing activities                (370,000)             (331,000)            (433,000)
                                                         -----------           -----------          ------------

Cash flows from financing activities:

 Distributions paid to shareholders                      (3,558,000)           (3,627,000)          (3,722,000)
 Advances from affiliate                                    -                     750,000              -
 Repayment of advances from affiliate                       -                    (750,000)             -
 Purchase of Company Series A common stock               (2,057,000)             (247,000)          (1,226,000)
                                                        ------------           -----------          -----------

      Net cash used in financing activities              (5,615,000)           (3,874,000)          (4,948,000)
                                                        ------------           -----------          -----------

Net (decrease) increase in
  cash and cash equivalents                                (591,000)              995,000             (409,000)

Cash and cash equivalents at
  the beginning of the year                               1,540,000               545,000              954,000
                                                        ------------           -----------          -----------

Cash and cash equivalents at
  the end of the year                                   $   949,000            $1,540,000           $  545,000
                                                        ============           ===========          ===========

</TABLE>

                             See accompanying notes.
                                       F-5

<PAGE>
                       PUBLIC STORAGE PROPERTIES XIV, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1995

1.   DESCRIPTION OF BUSINESS

          Public Storage  Properties  XIV, Inc. (the  "Company") is a California
     corporation  which has elected to qualify as a real estate investment trust
     ("REIT")  for Federal  income tax  purposes.  The Company  succeeded to the
     business of Public Storage  Properties XIV, Ltd. (the  "Partnership")  in a
     reorganization   transaction   which  was  effective   June  3,  1991  (the
     "Reorganization").

          The Company owns and operates primarily  self-storage  facilities and,
     to a lesser  extent,  business  park  facilities  containing  commercial or
     industrial spaces.

          The term of the Company is until all properties have been sold and, in
     any event,  not later than  December  31,  2038.  The bylaws of the Company
     provide that,  during 1997, unless  shareholders  have previously  approved
     such a proposal,  the  shareholders  will be  presented  with a proposal to
     approve or disapprove (a) the sale or financing of all or substantially all
     of the  properties  and (b) the  distribution  of the  proceeds  from  such
     transaction and, in the case of a sale, the liquidation of the Company.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Income Taxes:

          The  Company  has and  intends to  continue  to qualify as a REIT,  as
     defined in Section 856 of the Internal  Revenue Code (the Code). As a REIT,
     the  Company is not taxed on that  portion of its taxable  income  which is
     distributed  to its  shareholders  provided  that  the  Company  meets  the
     requirements  of the Code.  The Company  believes it is in compliance  with
     these requirements and, accordingly, no provision for income taxes has been
     made.

     Statements of Cash Flows:

          For  purposes  of  financial  statement   presentation,   the  Company
     considers all highly liquid debt  instruments  purchased with a maturity of
     three months or less to be cash equivalents.

     Real Estate Facilities:


          Cost of land includes  appraisal and legal fees related to acquisition
     and closing costs. Buildings, land improvements and equipment reflect costs
     incurred  through   December  31,  1995  and  1994  to  develop   primarily
     mini-warehouse facilities and to a lesser extent, business park facilities.
     The  mini-warehouse  facilities  provide  self-service  storage  spaces for
     lease,  usually on a  month-to-month  basis,  to the  general  public.  The
     buildings and equipment are  depreciated  on the  straight-line  basis over
     estimated  useful  lives  of 25  and 5  years,  respectively.  Included  in
     depreciation and amortization is amortization of tenant improvements on the
     Company's  business  park  facilities  of $117,000,  $85,000 and $36,000 in
     1995, 1994, and 1993, respectively.

          In 1995, the Financial  Accounting Standards Board issued Statement of
     Financial Accounting  Standards No. 121 ("Statement 121"),  "Accounting for
     the  Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets  to be
     Disposed Of."  Statement 121 requires  impairment  losses to be recorded on
     long-lived  assets used in operations  when  indicators  of impairment  are
     present and the undiscounted  cash flows estimated to be generated by those
     assets  are less  than the  assets'  carrying  amount.  Statement  121 also
     addresses  the  accounting  for  long-lived  assets that are expected to be
     disposed of. The Company  will adopt  Statement  121 in 1996 and,  based on
     current  circumstances,  does not believe  the effect of  adoption  will be
     material.

                                       F-6
<PAGE>

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Real Estate Facilities (Continued):

          At December 31, 1995, the basis of real estate  facilities  (excluding
     land) for Federal income tax purposes  (after  adjustment  for  accumulated
     depreciation of $14,576,000) is $14,757,000.

     Revenue Recognition:

          Property rents are recognized as earned.

     Net Income Per Share:

          Net  income  per  share is based on net  income  attributable  to each
     series of common  shares and the  weighted  average  number of such  shares
     outstanding during the periods presented.

          Net  income  per share is  presented  on a primary  and fully  diluted
     basis.  Primary  earnings per share  represents the Series A  shareholders'
     rights to distributions out of the respective period's net income, which is
     calculated by dividing net income after reduction for  distributions to the
     Convertible  Series B shareholders  (Series C shareholders are not entitled
     to cash distributions) by the weighted average number of outstanding Series
     A shares (Note 4). Fully diluted  earnings per share assumes  conversion of
     the Convertible Series B and Series C shares into Series A shares.

     Environmental Cost:

          Substantially  all of the Company's  facilities were acquired prior to
     the time that it was customary to conduct  environmental  investigations in
     connection with property  acquisitions.  During the fourth quarter of 1995,
     the  Company  completed  environmental  assessments  of its  properties  to
     evaluate  the  environmental  condition  of,  and  potential  environmental
     liabilities  of such  properties.  These  assessments  were performed by an
     independent  environmental  consulting firm. Based on the assessments,  the
     Company has expensed,  as of December 31, 1995,  an estimated  $244,000 for
     known  environmental  remediation  requirements.  Although  there can be no
     assurance,  the Company is not aware of any environmental  contamination of
     any of its property sites which  individually  or in the aggregate would be
     material to the Company's overall business, financial condition, or results
     of operations.

3.   RELATED PARTY TRANSACTIONS

          In  1995,   there  were  a  series  of  mergers  among  Pubic  Storage
     Management,  Inc. (which was the Company's mini-warehouse operator), Public
     Storage, Inc. and their affiliates (collectively, PSMI), culminating in the
     November 16, 1995 merger (the "PSMI merger") of PSMI into Storage Equities,
     Inc. (SEI). In the PSMI merger,  Storage Equities,  Inc.'s name was changed
     to Public  Storage,  Inc.  (PSI). B. Wayne Hughes and members of his family
     (the  Hughes  Family)  are the  major  shareholders  of PSI.  PSI has a 95%
     economic  interest  and the Hughes  family has a 5%  economic  interest  in
     Public Storage Commercial Properties Group, Inc. (PSCPG).

          The    Company    has    Management    Agreements    with    PSI   (as
     successor-in-interest   to  PSMI)  and  PSCPG.   Under  the  terms  of  the
     agreements,  PSI operates the mini-warehouse  facilities and PSCPG operates
     the business park facilities for fees equal to 6% and 5%, respectively,  of
     the facilities' monthly gross revenue (as defined).


          Each Management  Agreement  provides that the agreement will expire in
     February 2002 provided that in February of each year,  commencing  February
     21,  1996,  it  shall  be  automatically  extended  for one  year  (thereby


                                      F-7
<PAGE>
3.   RELATED PARTY TRANSACTIONS (CONTINUED)

     maintaining a seven-year  term) unless either party notifies the other that
     the Management  Agreement is not being extended,  in which case it expires,
     on the  first  anniversary  of its then  scheduled  expiration  date.  Each
     Management  Agreement may also be terminated by either party for cause, but
     if terminated for cause by the Company,  the Company  retains the rights to
     use the  service  marks  and  related  designs  until  the  then  scheduled
     expiration date, if applicable,  or otherwise a date seven years after such
     termination.

          In August  1995,  the  Management  Agreement  with PSMI was amended to
     provide  that upon demand from PSI or PSMI made prior to December 15, 1995,
     the Company  agreed to prepay  (within 15 days after such  demand) up to 12
     months of management  fees (based on the management fees for the comparable
     period  during the calendar year  immediately  preceding  such  prepayment)
     discounted at the rate of 14% per year to compensate for early payment.  In
     November 1995,  the Company  prepaid,  to PSI, 8 months of 1996  management
     fees at a cost of $248,000.  The amount is included in prepaid  expenses in
     the Balance  Sheet at December 31, 1995 and will be amortized as management
     fee expense in 1996.

          In January 1994, the Company  borrowed  $750,000 from an affiliate for
     working capital purposes.  The advance, which was repaid in June 1994, bore
     interest  at the prime  rate plus  .25%.  Interest  expense  of $8,000  was
     charged to income in 1994 with respect to this advance.

4.   SHAREHOLDERS' EQUITY

          Series A shares are entitled to all distributions of cash from sale or
     refinancing and participate ratably with the Convertible Series B shares in
     distributions of cash flow from operations. The Convertible Series C shares
     (prior to  conversion  into Series A shares)  will not  participate  in any
     distributions.

          The Convertible  Series B shares and Convertible  Series C shares will
     convert  automatically into Series A shares on a share-for-share basis (the
     "Conversion")  when (A) the sum of (1) all  cumulative  dividends and other
     distributions  from all  sources  paid with  respect to the Series A shares
     (including  liquidating  distributions,  but not including payments made to
     redeem  such  stock  other  than in  liquidation)  and  (2) the  cumulative
     Partnership distributions from all sources with respect to all units equals
     (B) the  product of $20  multiplied  by the number of the then  outstanding
     "Original  Series A shares".  The term "Original Series A shares" means the
     Series A shares issued in the  Reorganization.  Through  December 31, 1995,
     the  Company  has  made  and  declared  cumulative  cash  distributions  of
     approximately $29,382,000 with respect to the Series A shares. Accordingly,
     assuming no repurchases or redemptions of Series A shares,  Conversion will
     occur when  $16,703,000  in  additional  distributions  with respect to the
     Series A shares have been made.

          Assuming  liquidation of the Company at its net book value at December
     31, 1995 and 1994, each Series of common shares would receive the following
     as a liquidating distribution:
                                            1995                       1994
                                        ------------               ------------
        Series A                         $31,178,000                $34,130,000
        Convertible Series B               1,463,000                  1,137,000
        Convertible Series C               4,144,000                  3,222,000
                                        ------------               ------------
        Total                            $36,785,000                $38,489,000
                                         ===========                ===========

          The  Series A  shares,  Convertible  Series B shares  and  Convertible
     Series C shares have equal voting  rights.  The holders of the  Convertible
     Series B and Convertible Series C shares have agreed to vote along with the
     majority of the  unaffiliated  Series A shareholders  on matters other than
     control of the Company and its business.
                                      F-8
<PAGE>
4.   SHAREHOLDERS' EQUITY (CONTINUED)

          The  Company's  Board of  Directors  has  authorized  the  Company  to
     purchase up to 600,000 shares of the Company's Series A common stock. As of
     December 31, 1995, the Company had purchased and retired  372,550 shares of
     Series A common  stock,  of which  119,400  and 15,250 were  purchased  and
     retired in 1995 and 1994, respectively.

          For Federal  income tax purposes,  all  distributions  declared by the
     Board of Directors in 1995, 1994 and 1993 were ordinary income.

5.   LEASE AGREEMENTS

          The  Company  has  invested  primarily  in  mini-warehouses  which are
     operated as self-storage facilities. Leases for such space are generally on
     a  month-to-month  basis.  

          The Company  has also  invested  in office and  industrial  properties
     which are operated as business  parks.  Leases for such space are generally
     long-term  non-cancelable  operating  leases.  At December  31,  1995,  the
     minimum  amounts  receivable  under  these  non-cancelable  leases  were as
     follows:

                    Year                                       Amount
                   -------                                -------------
                    1996                                    $   973,000
                    1997                                        404,000
                    1998                                        191,000
                    1999                                        105,000
                    2000                                         32,000
                                                          -------------
                    Total                                    $1,705,000
                                                          =============
6.   QUARTERLY RESULTS (UNAUDITED)

          The  following  is  a  summary  of  unaudited   quarterly  results  of
     operations:
<TABLE>
<CAPTION>
                                                                Three months ended
                                             ----------------------------------------------------------------
                                             March 1995         June 1995        Sept 1995         Dec. 1995
                                             -----------        ---------        ---------         ---------
<S>                                           <C>               <C>              <C>               <C>       
  Revenues                                    $2,074,000        $2,136,000       $2,167,000        $2,123,000
                                             -----------        ---------        ---------         ---------
  Expenses                                     1,086,000         1,103,000        1,037,000         1,404,000
                                             -----------        ---------        ---------         ---------
  Net income                                 $   988,000       $ 1,033,000      $ 1,130,000       $   719,000
                                             ===========        ==========       ==========        ==========
  Primary earnings per share- Series A             $0.38             $0.40            $0.45             $0.27
                                             ===========        ==========       ==========        ==========
  Fully diluted earnings per share- Series A       $0.30             $0.32            $0.34             $0.23
                                             ===========        ==========       ==========        ==========

                                                                Three months ended 
                                             ----------------------------------------------------------------
                                             March 1994         June 1994        Sept 1994         Dec. 1994
                                             -----------        ---------        ---------         ---------
  Revenues                                    $1,970,000        $2,080,000       $2,108,000        $2,073,000
                                              ----------        ----------       ----------        ----------
  Expenses                                     1,067,000         1,047,000        1,048,000         1,056,000
                                             -----------        ----------       ----------        ----------
  Net income                                 $   903,000       $ 1,033,000      $ 1,060,000       $ 1,017,000
                                             ===========        ==========       ==========        ==========
  Primary earnings per share- Series A             $0.34             $0.39            $0.40             $0.39
                                             ===========        ==========       ==========        ==========
  Fully diluted earnings per share- Series A       $0.27             $0.31            $0.32             $0.31
                                             ===========        ==========       ==========        ==========
</TABLE>
                                      F-9
<PAGE>
<TABLE>
                       PUBLIC STORAGE PROPERTIES XIV, INC.
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION
<CAPTION>

                                                                                                           
                                                                  Initial Cost                             
                                                              -----------------------                      
                                                                                           Costs        
                                                                         Bldg, Land    subsequent to    
    Date                                                                      Imp &      construction   
  Completed      Description             Encumbrances          Land       Equipment   (Improvements)       
------------  ----------------------     -------------       ----------  ------------- --------------   

 Mini-warehouses:
<S>                                         <C>              <C>           <C>                 <C>         
    9/85      Annandale / Backlick               -           $1,109,000    $1,305,000          $54,000     
    7/85      Ft Worth / West Freeway            -              436,000     1,117,000           68,000     
    8/85      Campbell / S Curtner               -            1,923,000     2,062,000           57,000     
    9/85      Aurora / S Idalia                  -            1,237,000     1,849,000          216,000     
    11/85     Santa Cruz / Soquel Ave            -              762,000     1,296,000           49,000     
    9/85      Indianapolis / Lafayette Road      -              306,000     1,195,000           29,000     
    9/85      Indianapolis / Route 31            -              388,000     1,087,000           67,000     
    4/86      Farmingdale/ Broad Hollow          -              636,000     1,953,000          168,000     
    11/86     Tyson's Corner / Springhill        -            3,777,000     4,248,000           76,000     
    2/86      Fountain Valley / Newhope          -            1,329,000     1,850,000           67,000     
    2/86      Dallas / Winsted                   -              993,000     1,828,000           48,000     
    7/85      Columbia / Broad River Rd          -               53,000       324,000           25,000     

Business parks:
    1/86      Torrance II                        -            4,212,000     5,660,000          844,000      
    12/86     S San Francisco / Airport          -            1,551,000     2,642,000          351,000      
                                         -------------       ----------  -------------  --------------      
                                                 -          $18,712,000   $28,416,000       $2,159,000     
                                         =============       ==========   ===========   ==============      

</TABLE>
<TABLE>
                       PUBLIC STORAGE PROPERTIES XIV, INC.
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION
<CAPTION>

                                                       Gross Carrying Amount
                                                        At December 31, 1995
                                              --------------------------------------                       Life on Which
                                                                                                          Depreciation in
                                                            Bldg, Land                                     Latest Income
    Date                                                       Imp &                      Accumulated       Statements is
  Completed      Description                   Land          Equipment       Total        Depreciation        Computed
------------  ----------------------         ---------      -----------    ----------     -------------   ----------------

 Mini-warehouses:
<S>                                         <C>             <C>            <C>                <C>           <C>       
    9/85      Annandale / Backlick          $1,109,000      $1,359,000     $2,468,000         ($551,000)    5-25 Years
    7/85      Ft Worth / West Freeway          436,000       1,185,000      1,621,000          (498,000)    5-25 Years
    8/85      Campbell / S Curtner           1,923,000       2,119,000      4,042,000          (876,000)    5-25 Years
    9/85      Aurora / S Idalia              1,237,000       2,065,000      3,302,000          (900,000)    5-25 Years
    11/85     Santa Cruz / Soquel Ave          762,000       1,345,000      2,107,000          (532,000)    5-25 Years
    9/85      Indianapolis / Lafayette R       306,000       1,224,000      1,530,000          (489,000)    5-25 Years
    9/85      Indianapolis / Route 31          388,000       1,154,000      1,542,000          (465,000)    5-25 Years
    4/86      Farmingdale/ Broad Hollow        636,000       2,121,000      2,757,000          (804,000)    5-25 Years
    11/86     Tyson's Corner / Springhil     3,777,000       4,324,000      8,101,000        (1,524,000)    5-25 Years
    2/86      Fountain Valley / Newhope      1,329,000       1,917,000      3,246,000          (743,000)    5-25 Years
    2/86      Dallas / Winsted                 993,000       1,876,000      2,869,000          (730,000)    5-25 Years
    7/85      Columbia / Broad River Rd         53,000         349,000        402,000          (155,000)    5-25 Years

Business parks:
    1/86      Torrance II                    4,212,000      6,544,000      10,756,000       (2,439,000)    5-25 Years
    12/86     S San Francisco / Airport      1,551,000      2,993,000       4,544,000       (1,163,000)    5-25 Years
                                             ---------      -----------    ----------     ------------- 
                                           $18,712,000    $30,575,000     $49,287,000     ($11,869,000)
                                            ==========      ===========    ==========     ============= 


</TABLE>
                                      F-10
<PAGE>
<TABLE>
<CAPTION>
                       PUBLIC STORAGE PROPERTIES XIV, INC.
                           REAL ESTATE RECONCILIATION
                            SCHEDULE III (CONTINUED)

(a) The following is a reconciliation of costs and related accumulated
    depreciation.


                              COSTS RECONCILIATION

                                                                            Years Ended December 31,
                                                         ---------------------------------------------------------------
                                                                 1995                 1994                 1993
                                                         ---------------------------------------------------------------

<S>                                                          <C>                  <C>                  <C>        
Balance at the beginning of the period                       $48,992,000          $48,724,000          $48,425,000

Additions during the period:

  Improvements                                                   370,000              331,000              433,000

Deductions during the period:                                    (75,000)             (63,000)            (134,000)
                                                         ---------------------------------------------------------------

Balance at the close of the period                           $49,287,000          $48,992,000          $48,724,000
                                                         ===============================================================



                     ACCUMULATED DEPRECIATION RECONCILIATION


                                                                            Years Ended December 31,
                                                         ---------------------------------------------------------------
                                                                 1995                 1994                 1993
                                                         ---------------------------------------------------------------

Balance at the beginning of the period                       $10,541,000           $9,266,000           $8,151,000

Additions during the period:

  Depreciation                                                 1,403,000            1,338,000            1,249,000

Deductions during the period:                                    (75,000)             (63,000)            (134,000)
                                                         ---------------------------------------------------------------

Balance at the close of the period                           $11,869,000          $10,541,000           $9,266,000
                                                         ===============================================================


</TABLE>
(b) The aggregate  cost of real estate for Federal income tax purposes
    is $29,333,000.


                                      F-11
<PAGE>



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                       Public Storage Properties XIV, Inc.



Dated:  February 27, 1997              By:/s/David P. Singelyn
                                          -----------------------------
                                          David P. Singelyn
                                          Vice President and 
                                           Chief Finanical Officer