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 0-11186
                       -------

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


    California                                            95-3729108
-------------------------------          --------------------------------------
(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                                    8-12

PART II.  OTHER INFORMATION

         (Items 1 through 5 are not applicable)

         Item 6 - Exhibits and Reports on Form 8-K                           13


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



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

<S>                                                                                     <C>                 <C>      
Cash and cash equivalents                                                               $ 695,000           $ 506,000

Rent and other receivables                                                                 70,000              89,000

Real estate facilities, at cost:
   Land                                                                                10,659,000          11,855,000
   Buildings and equipment                                                             44,580,000          46,862,000
                                                                                ---------------------------------------
                                                                                       55,239,000          58,717,000

   Less accumulated depreciation                                                      (24,810,000)        (24,576,000)
                                                                                ---------------------------------------
                                                                                       30,429,000          34,141,000

Investment in real estate entity                                                        2,867,000                   -

Other assets                                                                              137,000             205,000
                                                                                ---------------------------------------

                                                                                     $ 34,198,000        $ 34,941,000
                                                                                =======================================


                        LIABILITIES AND PARTNERS' EQUITY

Accounts payable                                                                        $ 648,000           $ 654,000

Advance payments from renters                                                             370,000             366,000

Minority interest in general partnerships                                              20,044,000          20,668,000

Partners' equity:
   Limited partners' equity, $500 per unit, 66,000
      units authorized, issued and outstanding                                         12,961,000          13,077,000
   General partner's equity                                                               175,000             176,000
                                                                                ---------------------------------------

         Total partners' equity                                                        13,136,000          13,253,000
                                                                                ---------------------------------------

                                                                                     $ 34,198,000        $ 34,941,000
                                                                                =======================================

                             See accompanying notes.
                                        2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                PS PARTNERS, 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                                             $ 2,896,000      $ 2,851,000    $ 8,371,000    $ 8,366,000
Equity in income of real estate entity                         48,000                -        141,000              -
Interest income                                                 8,000           10,000         22,000         23,000
                                                       ---------------------------------------------------------------
                                                            2,952,000        2,861,000      8,534,000      8,389,000
                                                       ---------------------------------------------------------------

COSTS AND EXPENSES:

Cost of operations                                            844,000          871,000      2,634,000      2,714,000
Management fees                                               174,000          170,000        502,000        498,000
Depreciation and amortization                                 595,000          602,000      1,756,000      1,791,000
Administrative                                                 38,000           35,000         82,000         77,000
                                                       ---------------------------------------------------------------
                                                            1,651,000        1,678,000      4,974,000      5,080,000
                                                       ---------------------------------------------------------------

Income before minority interest                             1,301,000        1,183,000      3,560,000      3,309,000

Minority interest in income                                  (472,000)        (458,000)    (1,277,000)    (1,454,000)
                                                       ---------------------------------------------------------------

NET INCOME                                                  $ 829,000        $ 725,000    $ 2,283,000    $ 1,855,000
                                                       ===============================================================

Limited partners' share of net income
     ($30.65 per unit in 1997 and $24.23
     per unit in 1996)                                                                    $ 2,023,000    $ 1,599,000
General partner's share of net income                                                         260,000        256,000
                                                                                       -------------------------------
                                                                                          $ 2,283,000    $ 1,855,000
                                                                                       ===============================



                             See accompanying notes.
                                        3
</TABLE>
<PAGE>
<TABLE>
                                PS PARTNERS, 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                                                                       $ 2,283,000        $ 1,855,000

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

       Depreciation and amortization                                                  1,756,000          1,791,000
       Decrease in rent and other receivables                                            19,000             36,000
       Decrease (increase) in other assets                                               68,000            (49,000)
       Decrease in accounts payable                                                      (6,000)           (54,000)
       Increase (decrease) in advance payments from renters                               4,000             (9,000)
       Equity in income of real estate entity                                          (141,000)                 -
       Minority interest in income                                                    1,277,000          1,454,000
                                                                              ---------------------------------------

         Total adjustments                                                            2,977,000          3,169,000
                                                                              ---------------------------------------

         Net cash provided by operating activities                                    5,260,000          5,024,000
                                                                              ---------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Investment in real estate entity                                                      (3,000)                 -
   Additions to real estate facilities                                                 (767,000)          (473,000)
                                                                              ---------------------------------------

         Net cash used in investing activities                                         (770,000)          (473,000)
                                                                              ---------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Distributions to holder of minority interest                                      (1,901,000)        (1,893,000)
   Distributions to partners                                                         (2,400,000)        (2,400,000)
                                                                              ---------------------------------------

         Net cash used in financing activities                                       (4,301,000)        (4,293,000)
                                                                              ---------------------------------------

Net increase in cash and cash equivalents                                               189,000            258,000

Cash and cash equivalents at the beginning of the period                                506,000            511,000
                                                                              ---------------------------------------

Cash and cash equivalents at the end of the period                                    $ 695,000          $ 769,000
                                                                              =======================================
</TABLE>
                             See accompanying notes.
                                        4

<PAGE>
<TABLE>
<CAPTION>

                                PS PARTNERS, 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                                                $ (2,724,000)               $ -

   Transfer of real estate facilities for interest in real estate entity              2,724,000                  -



                             See accompanying notes.
                                        5

</TABLE>
<PAGE>

                                PS PARTNERS, 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 Signal  Hill,  California
     business park property, which was owned jointly by the Partnership and PSI,
     for 150,000 limited partnership units, which represented approximately 2.2%
     of the  initial  capitalization  of the  partnership  underlying  AOPP.  In
     addition, since January 1997, New REIT manages the commercial operations of
     the Partnership's Webster, Texas property.
 

                                      6
<PAGE>

4.   (Continued)
     The number of limited  partnership  units received by the  Partnership  was
     based on the  relative  fair market value of the  Partnership's  commercial
     property  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.


     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 Signal Hill, California
     property  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, LTD.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITIONS 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 was $829,000 and $725,000 for the three months
ended  September 30, 1997 and 1996,  respectively,  representing  an increase of
$104,000,  or 14%.  The increase  was  primarily  due to an increase in property
operations at the Partnership's real estate facilities.

     Net property  income  (rental income less cost of operations and management
fees and excluding  depreciation)  for the three months ended September 30, 1997
increased $68,000, or 4%, as rental income increased $45,000, or 2%, and cost of
operations  (including  management  fees  and  excluding  depreciation  expense)
decreased  $23,000,  or 2%,  compared to the same period in 1996.  Net  property
income  for  the  three  months  ended  September  30,  1997  excludes  property
operations for the Signal Hill,  California  business park  facility,  which was
transferred to the New REIT in January 1997.  Excluding  Signal Hill  operations
for the three months ended September 30, 1996, net property income for the three
months ended  September  30, 1997  increased  $144,000,  or 8%, as rental income
increased  $163,000,  or 6%, and cost of operations  increased  $19,000,  or 2%,
compared to the three months ended September 30, 1996.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$2,845,000  compared to $2,684,000 for the three months ended September 30, 1997
and 1996,  respectively,  representing  an  increase  of  $161,000,  or 6%.  The
increase in rental income was primarily  attributable to increased  rental rates
and occupancy levels.  The monthly average realized rent per square foot for the
mini-warehouse  facilities  was $.64 compared to $.60 for the three months ended
September 30, 1997 and 1996, respectively. The weighted average occupancy levels
at the mini-warehouse  facilities increased to 92% from 91% for the three months
ended September 30, 1997 and 1996,  respectively.  Cost of operations (including
management fees) for the mini-warehouses increased $28,000, or 3%, to $1,003,000
from  $975,000  for  the  three  months  ended  September  30,  1997  and  1996,
respectively.  The increase in cost of operations was primarily  attributable to
increases  in  advertising  expenses,  partially  offset  by  decreased  payroll
expenses. Accordingly, for the Partnership's mini-warehouse operations, property
net operating  income increased  $133,000,  or 8%, from $1,709,000 to $1,842,000
for the three months ended September 30, 1996 and 1997, respectively.

     Rental income for the  Partnership's  business-park  operations was $51,000
compared to $167,000  for the three  months  ended  September  30,1997 and 1996,
respectively,  representing  a  decrease  of  $116,000,  or 69%.  Excluding  the
operations of the Signal Hill property,  rental income increased  $2,000, or 4%,
to $51,000  from  $49,000  for the three  months  ended June 30 , 1997 and 1996,
respectively.  The increase in rental  income was primarily  attributable  to an

                                       8

<PAGE>

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

increase in occupancy  levels,  partially  offset by a decrease in rental rates.
The  weighted  average  occupancy  level  at the  Partnership's  Webster,  Texas
business  park  facility  was 98%  compared  to 90% for the three  months  ended
September 30, 1997 and 1996, respectively. The monthly average realized rent per
square foot for the  Webster  facility  was $.71  compared to $.72 for the three
months  ended  September  30, 1997 and 1996,  respectively.  Cost of  operations
(including management fees) for the business parks decreased $51,000, or 77%, to
$15,000 from $66,000 for the three  months  ended  September  30, 1997 and 1996,
respectively.  Excluding  the  operations of the Signal Hill  property,  cost of
operations  decreased  $9,000,  or 38%,  to $15,000  from  $24,000 for the three
months ended  September 30, 1997 and 1996,  respectively.  Accordingly,  for the
Partnership's business park facilities,  property net operating income decreased
by  $65,000,  or 64%,  from  $101,000  to  $36,000  for the three  months  ended
September  30, 1996 and 1997,  respectively.  Excluding  the  operations  of the
Signal Hill property,  property net operating  income  increased by $11,000,  or
44%,  from $25,000 to $36,000 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 Signal Hill,  California  business park
property,  which was owned  jointly  by the  Partnership  and PSI,  for  150,000
limited  partnership units, which represented  approximately 2.2% of the initial
capitalization  of the partnership  underlying AOPP. In addition,  since January
1997, New REIT manages the commercial  operations of the Partnership's  Webster,
Texas property.

     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 Signal  Hill,  California
business park facility for the three months ended September 30, 1996:



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

   Equity in earnings of real estate entity     $  48,000          $     -
   Rental income                                     -               118,000
   Cost of operations                                -                42,000
                                                -------------      ------------
   Net operating income                            48,000             76,000
   Depreciation                                      -                43,000
                                                -------------      ------------
                                                $  48,000          $  33,000
                                                =============      ============



                                    9
<PAGE>

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

     Minority interest in income increased $14,000 to $472,000 from $458,000 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,  partially  offset  by  the
allocation of depreciation and amortization expense (pursuant to the partnership
agreement with respect to those real estate  facilities  which are jointly owned
with PSI) to PSI of  $341,000  for the three  months  ended  September  30, 1997
compared to $303,000 for the same period in 1996.

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

     The  Partnership's  net income was  $2,283,000  and $1,855,000 for the nine
months ended September 30, 1997 and 1996, respectively, representing an increase
of $428,000,  or 23%. The increase was  primarily due to an increase in property
operations at the Partnership's  real estate  facilities,  combined with reduced
minority interest in income for those properties held jointly with PSI.

     Net property  income  (rental income less cost of operations and management
fees and excluding  depreciation)  for the nine months ended  September 30, 1997
increased  $81,000,  or 2%,  as  rental  income  increased  $5,000  and  cost of
operations  (including  management  fees  and  excluding  depreciation  expense)
decreased  $76,000,  or 2%,  compared to the same period in 1996.  Net  property
income for the nine months ended September 30, 1997 excludes property operations
for the Signal Hill, California business park facility, which was transferred to
AOPPLP in January 1997.  Excluding  Signal Hill  operations  for the nine months
ended  September  30,  1996,  net  property  income  for the nine  months  ended
September  30,  1997  increased  $281,000,  or 6%,  as rental  income  increased
$347,000,  or 4%, and cost of operations  increased $66,000,  or 2%, compared to
the nine months ended September 30, 1996.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$8,226,000  compared to $7,874,000 for the nine months ended  September 30, 1997
and 1996,  respectively,  representing  an  increase  of  $352,000,  or 4%.  The
increase in rental income was primarily  attributable to increased rental rates.
The  monthly  average  realized  rent per  square  foot  for the  mini-warehouse
facilities  was $.63  compared to $.60 for the nine months ended  September  30,
1997 and  1996,  respectively.  The  weighted  average  occupancy  levels at the
mini-warehouse  facilities  remained  stable  at 89% for the nine  months  ended
September 30, 1997 and 1996. Cost of operations  (including management fees) for

                                       10

<PAGE>

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

the mini-warehouses increased $74,000 to $3,071,000 from $2,997,000 for the nine
months ended September 30, 1997 and 1996, respectively.  The increase in cost of
operations was primarily  attributable to increases in advertising,  management,
and  property  tax  expenses,  partially  offset by a decrease  in  repairs  and
maintenance  expenses.   Accordingly,   for  the  Partnership's   mini-warehouse
operations,  property  net  operating  income  increased  $278,000,  or 6%, from
$4,877,000 to $5,155,000 for the nine months ended  September 30, 1996 and 1997,
respectively.

     Rental income for the Partnership's  business-park  operations was $145,000
compared to  $492,000  for the nine months  ended  September  30, 1997 and 1996,
respectively,  representing  a  decrease  of  $347,000,  or 71%.  Excluding  the
operations of the Signal Hill property,  rental income decreased  $5,000, or 3%,
to $145,000 from $150,000 for the nine months ended September 30, 1997 and 1996,
respectively.  The decrease in rental  income was  primarily  attributable  to a
decrease in  occupancy  levels.  The  weighted  average  occupancy  level at the
Partnership's  Webster, Texas business park facility was 92% compared to 95% for
the nine months ended  September  30, 1997 and 1996,  respectively.  The monthly
average realized rent per square foot for the Webster  facility  remained stable
at $.71 for the nine months  ended  September  30, 1997 and 1996,  respectively.
Cost of operations  (including management fees) for the business parks decreased
$150,000,  or 70%, to $65,000 from $215,000 for the nine months ended  September
30, 1997 and 1996,  respectively.  Excluding  the  operations of the Signal Hill
property,  cost of operations  decreased $8,000, or 11%, to $65,000 from $73,000
for  the  nine  months  ended   September  30,  1997  and  1996,   respectively.
Accordingly,  for the  Partnership's  business  park  facilities,  property  net
operating income decreased by $197,000, or 71%, from $277,000 to $80,000 for the
nine months  ended  September  30, 1996 and 1997,  respectively.  Excluding  the
operations for the Signal Hill property, property net operating income increased
by $3,000,  or 4%, from $77,000 to $80,000 for the nine months  ended  September
30, 1996 and 1997.

     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 Signal Hill,  California business park facility
for the nine months ended September 30, 1996:



 
                                                 Nine Months Ended September 30,
                                                -------------------------------
                                                      1997             1996
                                                -------------      ------------
  Equity in earnings of real estate entity        $  141,000       $      -

  Rental income                                            -          342,000

  Cost of operations                                       -          142,000
                                                -------------      ------------
  Net operating income                               141,000          200,000

  Depreciation                                             -          126,000
                                                -------------      ------------
                                                  $  141,000        $  74,000
                                                =============      ============



     Minority   interest  in  income  decreased   $177,000  to  $1,277,000  from
$1,454,000 for the nine months ended September 30, 1997 and 1996,  respectively.
This decrease was primarily  attributable to the allocation of depreciation  and
amortization  expense  (pursuant to the  partnership  agreement  with respect to
those  real  estate  facilities  which  are  jointly  owned  with PSI) to PSI of

                                       11
<PAGE>

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


$1,000,000 for the nine months ended September 30, 1997 compared to $693,000 for
the same period in 1996,  partially  offset by an increase in  operations at the
Partnership's real estate facilities owned jointly with PSI.

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
($5,260,000 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 $940,000 of capital
improvements (of which $378,000  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  include
new signs,  exterior color schemes, and improvements to the rental offices. This
program continued in 1997. Total capital improvements were $767,000 for the nine
months ended September 30, 1997 of which $452,000  represents the  Partnership's
share.

     The  Partnership  paid  distributions  to the limited and general  partners
totaling  $2,138,000  ($32.40 per unit) and $262,000,  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 obligations.
  

                                       12
<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 13, 1997
                                       PS PARTNERS, 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)

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