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

                                    FORM 10-Q

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

For the period ended March 31, 1998

                                       or

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

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

Commission File Number 0-11186
                       -------

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



        California                                     95-3729108
---------------------------------       ---------------------------------------
(State or other jurisdiction            (I.R.S. Employer Identification Number)
of incorporation or organization)


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


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




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

                                    Yes X No
                                       ---  ---

<PAGE>

                                      INDEX



PART I.   FINANCIAL INFORMATION

     Condensed consolidated balance sheets at March 31, 1998
          and December 31, 1997                                             2

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

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

     Notes to condensed consolidated financial statements                   6

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

PART II.  OTHER INFORMATION

     (Items 1 through 5 are not applicable)

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

<PAGE>

                                PS PARTNERS, LTD.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                               March 31,         December 31,
                                                                                                 1998               1997
                                                                                        --------------------------------------
                                                                                             (Unaudited)
                                           ASSETS


     <S>                                                                                      <C>                  <C>      
     Cash and cash equivalents                                                                $ 1,088,000          $ 819,000

     Rent and other receivables                                                                    58,000             65,000

     Real estate facilities, at cost:
        Land                                                                                   10,660,000         10,660,000
        Buildings and equipment                                                                44,893,000         44,834,000
                                                                                        --------------------------------------
                                                                                               55,553,000         55,494,000

        Less accumulated depreciation                                                         (25,993,000)       (25,402,000)
                                                                                        --------------------------------------
                                                                                               29,560,000         30,092,000

     Investment in real estate entity                                                           2,822,000          2,830,000

     Other assets                                                                                 138,000            136,000
                                                                                        --------------------------------------

                                                                                             $ 33,666,000       $ 33,942,000
                                                                                        ======================================


                              LIABILITIES AND PARTNERS' EQUITY


     Accounts payable                                                                           $ 668,000          $ 686,000

     Advance payments from renters                                                                407,000            374,000

     Minority interest in general partnerships                                                 19,394,000         19,727,000

     Partners' equity:
        Limited partners' equity, $500 per unit, 66,000
           units authorized, issued and outstanding                                            13,022,000         12,980,000
        General partner's equity                                                                  175,000            175,000
                                                                                        --------------------------------------

              Total partners' equity                                                           13,197,000         13,155,000
                                                                                        --------------------------------------

                                                                                             $ 33,666,000       $ 33,942,000
                                                                                        ======================================
</TABLE>
                            See accompanying notes.
                                       2

<PAGE>

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

<TABLE>
<CAPTION>

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

         REVENUE:

         <S>                                                                                  <C>                <C>        
         Rental income                                                                        $ 2,874,000        $ 2,688,000
         Equity in income of real estate entity                                                    54,000             38,000
         Interest income                                                                           12,000              7,000
                                                                                        --------------------------------------
                                                                                                2,940,000          2,733,000
                                                                                        --------------------------------------

         COSTS AND EXPENSES:

         Cost of operations                                                                       904,000            923,000
         Management fees                                                                          172,000            161,000
         Depreciation and amortization                                                            591,000            577,000
         Administrative                                                                            17,000             16,000
                                                                                        --------------------------------------
                                                                                                1,684,000          1,677,000
                                                                                        --------------------------------------

         Income before minority interest                                                        1,256,000          1,056,000

         Minority interest in income                                                             (414,000)          (371,000)
                                                                                        --------------------------------------

         NET INCOME                                                                             $ 842,000          $ 685,000
                                                                                        ======================================

         Limited partners' share of net income
              ($11.44 per unit in 1998 and
              $9.08 per unit in 1997)                                                           $ 755,000          $ 599,000
         General partner's share of net income                                                     87,000             86,000
                                                                                        --------------------------------------
                                                                                                $ 842,000          $ 685,000
                                                                                        ======================================
</TABLE>
                            See accompanying notes.
                                       3

<PAGE>

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

<TABLE>
<CAPTION>

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

         CASH FLOWS FROM OPERATING ACTIVITIES:

            <S>                                                                                     <C>              <C>      
            Net income                                                                              $ 842,000        $ 685,000

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

                Depreciation and amortization                                                         591,000          577,000
                Decrease in rent and other receivables                                                  7,000           34,000
                (Increase) decrease in other assets                                                    (2,000)          67,000
                Decrease in accounts payable                                                          (18,000)         (35,000)
                Increase in advance payments from renters                                              33,000           30,000
                Equity in income of real estate entity                                                (54,000)         (38,000)
                Minority interest in income                                                           414,000          371,000
                                                                                              -----------------------------------

                  Total adjustments                                                                   971,000        1,006,000
                                                                                              -----------------------------------

                  Net cash provided by operating activities                                         1,813,000        1,691,000
                                                                                              -----------------------------------

         CASH FLOWS FROM INVESTING ACTIVITIES:

            Distributions from real estate entity                                                      62,000                -
            Investment in real estate entity                                                                -           (3,000)
            Additions to real estate facilities                                                       (59,000)        (237,000)
                                                                                              -----------------------------------

                  Net cash provided by (used in) investing activities                                   3,000         (240,000)
                                                                                              -----------------------------------

         CASH FLOWS FROM FINANCING ACTIVITIES:

            Distributions to holder of minority interest                                             (747,000)        (596,000)
            Distributions to partners                                                                (800,000)        (800,000)
                                                                                              -----------------------------------

                  Net cash used in financing activities                                            (1,547,000)      (1,396,000)
                                                                                              -----------------------------------

         Net increase in cash and cash equivalents                                                    269,000           55,000

         Cash and cash equivalents at the beginning of the period                                     819,000          506,000
                                                                                              -----------------------------------

         Cash and cash equivalents at the end of the period                                       $ 1,088,000        $ 561,000
                                                                                              ===================================
</TABLE>
                            See accompanying notes.
                                       4


<PAGE>

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

<TABLE>
<CAPTION>

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


      Supplemental schedule of noncash investing and financing activities:


         <S>                                                                                 <C>          <C>          
         Investment in real estate entity                                                    $ -          $ (2,725,000)

         Transfer of real estate facilities for interest in real estate entity, net            -             2,725,000
</TABLE>
                            See accompanying notes.
                                       5



<PAGE>

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

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

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

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

4.     In January 1997, the Partnership  and PSI and other related  partnerships
       transferred  a total  of 35  business  parks  to PS  Business  Parks,  LP
       ("PSBPLP"),  an operating  partnership formed to own and operate business
       parks  in  which  PSI has a  significant  interest.  Included  among  the
       properties  transferred  was the  Partnership's  Signal Hill,  California
       business  park in exchange  for a  partnership  interest  in PSBPLP.  The
       general partner of PSBPLP is PS Business Parks,  Inc. Since January 1997,
       PSBPLP manages the commercial  operations of the  Partnership's  Webster,
       Texas Property pursuant to the Management Agreement.


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

       The  Partnership's  net income was  $842,000  and  $685,000 for the three
months ended March 31, 1998 and 1997, respectively,  representing an increase of
$157,000,  or 23%.  The increase  was  primarily  due to an increase in property
operations at the Partnership's real estate  facilities,  partially offset by an
increase in minority  interest in income for those  properties held jointly with
PSI.

       Rental  income  for  the  Partnership's   mini-warehouse  operations  was
$2,823,000  compared to $2,641,000 for the three months ended March 31, 1998 and
1997, respectively, representing an increase of $182,000, or 7%. The increase in
rental  income was  primarily  attributable  to  increases  in rental  rates and
occupancy  levels.  The monthly  average  realized  rent per square foot for the
mini-warehouse  facilities  was $.64 compared to $.62 for the three months ended
March 31, 1998 and 1997, respectively.  The weighted average occupancy levels at
the mini-warehouse facilities was 91% compared to 87% for the three months ended
March 31, 1998 and 1997, respectively.  Cost of operations (including management
fees) for the mini-warehouses decreased $3,000 to $1,053,000 from $1,056,000 for
the three months ended March 31, 1998 and 1997, respectively.  Accordingly,  for
the  Partnership's  mini-warehouse  operations,  property net  operating  income
increased  $185,000,  or 12%, from $1,585,000 to $1,770,000 for the three months
ended March 31, 1997 and 1998, respectively.

       Rental income for the Partnership's  business-park operations was $51,000
compared  to  $47,000  for the  three  months  ended  March  31,  1998 and 1997,
respectively,  representing an increase of $4,000, or 9%. The increase in rental
income was  primarily  attributable  to increases in both  occupancy  levels and
rental rates. The weighted average occupancy level at the Partnership's Webster,
Texas  business  park  facilities  was 92%  compared to 90% for the three months
ended March 31, 1998 and 1997,  respectively.  The monthly average realized rent
per square foot for the Webster facility was $.73 compared to $.70 for the three
months  ended  March  31,  1998  and  1997,  respectively.  Cost  of  operations
(including  management fees) for the business parks decreased $5,000, or 18%, to
$23,000  from  $28,000  for the three  months  ended  March  31,  1998 and 1997,
respectively.  Accordingly,  for the  Partnership's  business  park  facilities,
property  net  operating  income  increased by $9,000,  or 47%,  from $19,000 to
$28,000 for the three months ended March 31, 1997 and 1998, respectively.

       Minority  interest in income increased  $43,000 to $414,000 from $371,000
for the three months ended March 31, 1998 and 1997, 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 an allocation


                                       7
<PAGE>


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  $372,000  for the three  months  ended  March 31,  1998  compared  to
$311,000 for the same period in 1997.

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
($1,813,000  for the three months ended March 31, 1998) has been  sufficient  to
meet all current obligations of the Partnership.

      During 1998, the Partnership anticipates approximately $867,000 of capital
improvements  (of which $369,000  represents  PSI's joint venture share).  Total
capital  improvements  were $59,000 for the three months ended March 31, 1998 of
which $35,000 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 1998. Future  distribution rates may be adjusted to levels which
are supported by operating  cash flow after capital  improvements  and any other
necessary obligations.


                                       8
<PAGE>

                           PART II. OTHER INFORMATION

ITEMS 1 through 5 are not applicable.

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

             (a) The following Exhibits are included herein:

                 (27)   Financial Data Schedule

             (b) Form 8-K

                 None

                                   SIGNATURES


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


                               DATED:  May 13, 1998
                                       PS PARTNERS, LTD.
                               BY:     Public Storage, Inc.
                                       General Partner

                               BY:     /s/ John Reyes
                                       -----------------------------------------
                                       Senior Vice President and Chief Financial
                                         Officer of Public Storage, Inc.
                                         (principal financial and accounting
                                         officer)

                                       9