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

                                    FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934

For the period ended March 31, 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
 incorporation or organization)                        Identification Number)


          701 Western Avenue
         Glendale, California                               91201-2394
-----------------------------------------             ----------------------- 
(Address of principal executive offices)                    (Zip Code)

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




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                                    Yes X No
                                       ---  ---


<PAGE>



                                      INDEX



PART I.   FINANCIAL INFORMATION

    Condensed consolidated balance sheets at March 31, 1997
          and December 31, 1996                                             2

    Condensed consolidated statements of income for the three
         months ended March 31, 1997 and 1996                               3

    Condensed consolidated statements of cash flows for the three
         months ended March 31, 1997 and 1996                             4-5

    Notes to condensed consolidated financial statements                    6

    Management's discussion and analysis of financial condition
         and results of operations                                        7-9

PART II.  OTHER INFORMATION

    (Items 1 through 5 are not applicable)

    Item 6 - Exhibits and Reports on Form 8-K                              10



<PAGE>
<TABLE>


                                PS PARTNERS, LTD.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<CAPTION>


                                                                                         March 31,        December 31,
                                                                                           1997              1996
                                                                                     ------------------------------------
                                                                                        (Unaudited)
                                         ASSETS

     <S>                                                                                <C>               <C> 
     Cash and cash equivalents                                                          $    561,000      $    506,000

     Rent and other receivables                                                               55,000            89,000

     Real estate facilities, at cost:
        Land                                                                              10,659,000        11,855,000
        Buildings and equipment                                                           44,049,000        46,862,000
                                                                                     ------------------------------------
                                                                                          54,708,000        58,717,000

        Less accumulated depreciation                                                    (23,631,000)      (24,576,000)
                                                                                     ------------------------------------
                                                                                          31,077,000        34,141,000

     Investment in real estate entity                                                      2,765,000                 -

     Other assets                                                                            138,000           205,000
                                                                                     ------------------------------------

                                                                                        $ 34,596,000      $ 34,941,000
                                                                                     ====================================


                            LIABILITIES AND PARTNERS' EQUITY


     Accounts payable                                                                   $    619,000      $    654,000

     Advance payments from renters                                                           396,000           366,000

     Minority interest in general partnerships                                            20,443,000        20,668,000

     Partners' equity:
        Limited partners' equity, $500 per unit, 66,000
           units authorized, issued and outstanding                                       12,963,000        13,077,000
        General partner's equity                                                             175,000           176,000
                                                                                     ------------------------------------

          Total partners' equity                                                          13,138,000        13,253,000
                                                                                     ------------------------------------

                                                                                        $ 34,596,000      $ 34,941,000
                                                                                     ====================================

</TABLE>
                            See accompanying notes.
                                       2


<PAGE>
<TABLE>



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


<CAPTION>

                                                                                             Three Months Ended
                                                                                                 March 31,
                                                                                  -----------------------------------------
                                                                                         1997                 1996
                                                                                  -----------------------------------------

         REVENUE:
         <S>                                                                             <C>                 <C> 
         Rental income                                                                   $ 2,688,000         $ 2,695,000
         Equity in income of real estate entity                                               38,000                   -
         Interest income                                                                       7,000               6,000
                                                                                  -----------------------------------------
                                                                                           2,733,000           2,701,000
                                                                                  -----------------------------------------

         COSTS AND EXPENSES:

         Cost of operations                                                                  923,000             961,000
         Management fees                                                                     161,000             160,000
         Depreciation and amortization                                                       577,000             591,000
         Administrative                                                                       16,000              15,000
                                                                                  -----------------------------------------
                                                                                           1,677,000           1,727,000
                                                                                  -----------------------------------------

         Income before minority interest                                                   1,056,000             974,000

         Minority interest in income                                                        (371,000)           (476,000)
                                                                                  -----------------------------------------

         NET INCOME                                                                      $   685,000         $   498,000
                                                                                  =========================================

         Limited partners' share of net income
            ($9.08 per unit in 1997 and $6.27
            per unit in 1996)                                                            $   599,000         $   414,000
         General partner's share of net income                                                86,000              84,000
                                                                                  =========================================
                                                                                         $   685,000         $   498,000
                                                                                  =========================================


</TABLE>
                            See accompanying notes.
                                       3

<PAGE>
<TABLE>


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

<CAPTION>

                                                                                            Three Months Ended
                                                                                                 March 31,
                                                                                 ------------------------------------------
                                                                                        1997                 1996
                                                                                 ------------------------------------------

         CASH FLOWS FROM OPERATING ACTIVITIES:
            <S>                                                                           <C>                 <C>
            Net income                                                                    $  685,000          $  498,000

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

                Depreciation and amortization                                                577,000             591,000
                Decrease in rent and other receivables                                        34,000              49,000
                Decrease (increase) in other assets                                           67,000              (2,000)
                Decrease in accounts payable                                                 (35,000)           (123,000)
                Increase in advance payments from renters                                     30,000              28,000
                Equity in income of real estate entity                                       (38,000)                  -
                Minority interest in income                                                  371,000             476,000
                                                                                 ------------------------------------------

                  Total adjustments                                                        1,006,000           1,019,000
                                                                                 ------------------------------------------

                  Net cash provided by operating activities                                1,691,000           1,517,000
                                                                                 ------------------------------------------

         CASH FLOWS FROM INVESTING ACTIVITIES:

            Investment in real estate entity                                                  (3,000)                  -
            Additions to real estate facilities                                             (237,000)            (97,000)
                                                                                 ------------------------------------------

                  Net cash used in investing activities                                     (240,000)            (97,000)
                                                                                 ------------------------------------------

         CASH FLOWS FROM FINANCING ACTIVITIES:

            Distributions to holder of minority interest                                    (596,000)           (583,000)
            Distributions to partners                                                       (800,000)           (800,000)
                                                                                 ------------------------------------------

                  Net cash used in financing activities                                   (1,396,000)         (1,383,000)
                                                                                 ------------------------------------------

         Net increase in cash and cash equivalents                                            55,000              37,000

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

         Cash and cash equivalents at the end of the period                               $  561,000          $  548,000
                                                                                 ==========================================

</TABLE>
                            See accompanying notes.
                                       4


<PAGE>
<TABLE>


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

<CAPTION>

                                                                                          Three Months Ended
                                                                                              March 31,
                                                                               -----------------------------------------
                                                                                       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                    -



</TABLE>
                            See accompanying notes.
                                       5


<PAGE>


                                PS PARTNERS, LTD.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 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 March 31, 1997,  the results of  operations  for the
     three  months  ended  March 31,  1997 and 1996 and cash flows for the three
     months then ended.


3.   The results of operations for the three months ended March 31, 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 name
     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.

     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 the 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
     months ended March 31, 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.



                                       6
<PAGE>





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


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

THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996:

     The Partnership's net income was $685,000 and $498,000 for the three months
ended  March 31,  1997 and  1996,  respectively,  representing  an  increase  of
$187,000.  The increase was primarily due to reduced minority interest in income
for  those  properties  held  jointly  with  PSI  and 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  March 31, 1997
increased  $30,000,  or 2%,  as  rental  income  decreased  $7,000  and  cost of
operations  (including  management  fees  and  excluding  depreciation  expense)
decreased  $37,000,  or 3%,  compared to the same period in 1996.  Net  property
income for the three months ended March 31, 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 three months
ended March 31, 1996,  net property  income for the three months ended March 31,
1997 increased $91,000 as rental income increased $98,000 and cost of operations
increased $7,000 compared to the three months ended March 31, 1996.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$2,641,000  compared to $2,539,000  for the three months ended March 31,1997 and
1996, respectively, representing an increase of $102,000, 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 $.62
compared  to  $.60  for  the  three  months  ended  March  31,  1997  and  1996,
respectively.  The  weighted  average  occupancy  levels  at the  mini-warehouse
facilities  remained stable at 87% for the three months ended March 31, 1997 and
1996. Cost of operations  (including  management  fees) for the  mini-warehouses
increased  $4,000 to $1,056,000 from $1,052,000 for the three months ended March
31,   1997  and  1996,   respectively.   Accordingly,   for  the   Partnership's
mini-warehouse  operations,  property net operating income increased $98,000, or
7%, from  $1,487,000 to $1,585,000 for the three months ended March 31, 1996 and
1997, respectively.



                                       7
<PAGE>


     Rental income for the  Partnership's  business-park  operations was $47,000
compared  to  $156,000  for the  three  months  ended  March  31,1997  and 1996,
respectively,  representing  a  decrease  of  $109,000,  or 70%.  Excluding  the
operations of the Signal Hill property,  rental income decreased  $4,000, or 9%,
to $47,000  from  $51,000  for the three  months  ended March 31, 1997 and 1996,
respectively.  The  decrease  in rental  income was  primarily  attributable  to
decreases  in both  occupancy  levels and rental  rates.  The  weighted  average
occupancy level at the Partnership's Webster, Texas business park facilities was
90%  compared  to 97% for the  three  months  ended  March  31,  1997 and  1996,
respectively.  The monthly average realized rent per square foot for the Webster
facility was $.70 compared to $.71 for the three months ended March 31, 1997 and
1996,  respectively.  Cost of  operations  (including  management  fees) for the
business parks decreased $41,000,  or 59%, to $28,000 from $69,000 for the three
months ended March 31, 1997 and 1996, respectively.  Excluding the operations of
the Signal  Hill  property,  cost of  operations  increased  $3,000,  or 12%, to
$28,000  from  $25,000  for the three  months  ended  March  31,  1997 and 1996,
respectively.  Accordingly,  for the  Partnership's  business  park  facilities,
property net  operating  income  decreased by $68,000,  or 78%,  from $87,000 to
$19,000  for the  three  months  ended  March 31,  1996 and 1997,  respectively.
Excluding the operations  for the Signal Hill  property,  property net operating
income decreased by $7,000, or 27%, from $26,000 to $19,000 for the three months
ended March 31, 1996 and 1997.

     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
collectivley 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 the 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 March 31, 1997  compared to the  operation of the Signal Hill,  California
business park facility for the three months ended March 31, 1996:

<TABLE>
<CAPTION>

                                                            Three Months Ended March 31,
                                                        ------------------------------------
                                                            1997                  1996
                                                        ------------------ -----------------
     <S>                                                    <C>                   <C>
     Equity in earnings of real estate entity               $  38,000             $       -
     Rental income                                                  -               105,000
     Cost of operations                                             -                44,000
                                                         ----------------      -------------
     Net operating income                                      38,000                61,000
     Depreciation                                                   -                41,000
                                                         ----------------      -------------
                                                            $  38,000             $  20,000
                                                         ================      =============
</TABLE>

                             8

<PAGE>


     Minority  interest in income  decreased  $105,000 to $371,000 from $476,000
for the three months ended March 31, 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 $311,000  for the three
months  ended March 31, 1997  compared to $167,000  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
($1,691,000  for the three months ended March 31, 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. Total
capital  improvements were $237,000 for the three months ended March 31, 1997 of
which $134,000 represents the Partnership's share.

     The  Partnership  paid  distributions  to the limited and general  partners
totaling $713,000 ($10.80 per unit) and $87,000, respectively,  during the first
three months of 1997. Future  distribution rates may be adjusted to levels which
are supported by operating  cash flow after capital  improvements  and any other
necessary obligations.

 


                                       9



<PAGE>



                           PART II. OTHER INFORMATION

ITEMS 1 through 5 are not applicable.

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

             (a) The following Exhibits are included herein:

                 (27)   Financial Data Schedule

             (b) Form 8-K

                 None

                                   SIGNATURES


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


              DATED:           May 13, 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)




                                       10