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, 1996

                                       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, 1996
      and December 31, 1995                                                    2

    Condensed consolidated statements of income for the three and nine
     months ended September 30, 1996 and 1995                                  3

    Condensed consolidated statements of cash flows for the nine
     months ended September 30, 1996 and 1995                                  4

    Notes to condensed consolidated financial statements                       5

    Management's discussion and analysis of financial condition
     and results of operations                                               6-8

PART II.  OTHER INFORMATION

    (Items 1 through 4 are not applicable)

    Item 5 - Other Information                                                 9

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


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

<CAPTION>



                                                                       September 30,                December 31,
                                                                           1996                        1995
                                                                  ---------------------        -------------------
                                                                           (Unaudited)
                                     ASSETS


<S>                                                                       <C>                         <C>             
Cash and cash equivalents                                            $         769,000           $        511,000

Rent and other receivables                                                      85,000                    121,000

Real estate facilities, at cost:
     Land                                                                   11,855,000                 11,855,000
     Buildings and equipment                                                46,339,000                 45,866,000
                                                                  ---------------------        -------------------
                                                                            58,194,000                 57,721,000

     Less accumulated depreciation                                        (23,966,000)               (22,175,000)
                                                                  ---------------------        -------------------
                                                                            34,228,000                 35,546,000

Other assets                                                                   178,000                    129,000
                                                                  ---------------------        -------------------
                                                                        $   35,260,000             $   36,307,000
                                                                  =====================        ===================


                        LIABILITIES AND PARTNERS' EQUITY


Accounts payable                                                     $         692,000             $      746,000
                                                                                     
Advance payments from renters                                                  382,000                    391,000
                             
Minority interest in general partnerships                                   20,878,000                 21,317,000
                                                                                      
Partners' equity:
     Limited partners' equity, $500 per unit, 66,000
          units authorized, issued and outstanding                          13,132,000                 13,671,000
                                                                                      
     General partner's equity                                                  176,000                    182,000
                                                                  ---------------------        -------------------

     Total partners' equity                                                 13,308,000                 13,853,000
                                                                  ---------------------        -------------------
                                                                        $   35,260,000             $   36,307,000
                                                                  =====================        ===================

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

<CAPTION>

                                                             Three Months Ended                      Nine Months Ended
                                                               September 30,                           September 30,
                                                    -------------------------------------  --------------------------------------
                                                          1996                1995               1996                 1995
                                                    ------------------  -----------------  ------------------   -----------------

      REVENUE:

<S>                                                   <C>                 <C>                 <C>                 <C>            
      Rental income                                   $     2,851,000     $    2,804,000      $    8,366,000      $     8,153,000
      Interest income                                          10,000             26,000              23,000              84,000
                                                    ------------------  -----------------  ------------------   -----------------
                                                            2,861,000          2,830,000           8,389,000           8,237,000
                                                    ------------------  -----------------  ------------------   -----------------

      COSTS AND EXPENSES:

      Cost of operations                                      871,000            831,000           2,714,000           2,532,000
      Management fees                                         170,000            166,000             498,000             485,000
      Depreciation and amortization                           602,000            586,000           1,791,000           1,680,000
      Administrative                                           35,000             20,000              77,000              99,000
                                                    ------------------  -----------------  ------------------   -----------------
                                                            1,678,000          1,603,000           5,080,000           4,796,000
                                                    ------------------  -----------------  ------------------   -----------------

      Income before minority interest                       1,183,000          1,227,000           3,309,000           3,441,000
                                    
      Minority interest in income                           (458,000)          (627,000)         (1,454,000)         (1,809,000)
                                                    ------------------  -----------------  ------------------   -----------------
                               
      NET INCOME                                      $       725,000     $      600,000     $     1,855,000    $     1,632,000
                                                    ==================  =================  ==================   =================

      Limited partners' share of net income
           ($24.23 per unit in 1996 and $18.45
           per unit in 1995)                                                                 $     1,599,000    $      1,218,000
      General partner's share of net income                                                          256,000             414,000
                                                                                           -----------------    ----------------
                                                                                             $     1,855,000           1,632,000
                                                                                           =================    ================
</TABLE>
                             See accompanying notes.
                                        3

<PAGE>
<TABLE>
                                PS PARTNERS, LTD.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<CAPTION>



                                                                                          Nine Months Ended
                                                                                            September 30,
                                                                             ---------------------------------------------
                                                                                     1996                     1995
                                                                             ---------------------      ------------------

     CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                                 <C>                     <C>          
          Net income                                                                $   1,855,000           $   1,632,000

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

               Depreciation and amortization                                            1,791,000               1,680,000
               Decrease in rent and other receivables                                      36,000                  13,000
               Increase in other assets                                                  (49,000)                 (4,000)
               (Decrease) increase in accounts payable                                   (54,000)                   5,000
               Decrease in advance payments from renters                                  (9,000)                (21,000)
               Minority interest in income                                              1,454,000               1,809,000
                                                                             ---------------------      ------------------

                    Total adjustments                                                   3,169,000               3,482,000
                                                                             ---------------------      ------------------

                    Net cash provided by operating activities                           5,024,000              5,114,000
                                                                             ---------------------      ------------------

     CASH FLOWS FROM INVESTING ACTIVITIES:

          Additions to real estate facilities                                           (473,000)               (580,000)
                                                                             ---------------------      ------------------

                    Net cash used in investing activities                               (473,000)               (580,000)
                                                                             ---------------------      ------------------

     CASH FLOWS FROM FINANCING ACTIVITIES:

          Distributions to holder of minority interest                                (1,893,000)             (1,886,000)
          Distributions to partners                                                   (2,400,000)             (4,023,000)
                                                                             ---------------------      ------------------

                    Net cash used in financing activities                             (4,293,000)             (5,909,000)
                                                                             ---------------------      ------------------

     Net increase (decrease) in cash and cash equivalents                                 258,000             (1,375,000)

     Cash and cash equivalents at the beginning of the period                             511,000               1,855,000
                                                                             ---------------------      ------------------

     Cash and cash equivalents at the end of the period                            $      769,000          $      480,000
                                                                             =====================      ==================



</TABLE>
                             See accompanying notes.
                                        4

<PAGE>

                                PS PARTNERS, LTD.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                   (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, 1995.


 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, 1996, the results of operations for the
     three and nine months ended  September 30, 1996 and 1995 and cash flows for
     the nine months then ended.


 3.  The results of operations for the three and nine months ended September 30,
     1996 are not  necessarily  indicative of the results to be expected for the
     full year.

                                       5
<PAGE>
                                PS PARTNERS, LTD.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS:
----------------------

     THREE  MONTHS  ENDED  SEPTEMBER  30, 1996  COMPARED TO THREE  MONTHS  ENDED
     SEPTEMBER 30, 1995: 

     The Partnership's net income was $725,000 and $600,000 for the three months
ended  September 30, 1996 and 1995,  respectively,  representing  an increase of
$125,000,  or 21%.  This  increase was  primarily  due to a decrease in minority
interest in income,  partially  offset by increases in depreciation  expense and
general and administrative expenses.

     Interest  income  decreased  for the three months ended  September 30, 1996
over the same period in 1995 as a result of a decrease in average  invested cash
balances.

     Net property  income  (rental income less cost of operations and management
fees and excluding  depreciation)  for the three months ended September 30, 1996
increased  $3,000,  as rental  income  increased  $47,000,  or 2%,  and costs of
operations  (including  management  fees  and  excluding  depreciation  expense)
increased $44,000,  or 4% compared to the same period in 1995. This increase was
due to improved operations at the mini-warehouse facilities.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$2,684,000  compared to $2,631,000 for the three months ended September 30, 1996
and 1995,  respectively,  representing  an  increase  of  $53,000,  or 2%.  This
increase  was  primarily  attributable  to  increased  rental rates and weighted
average occupancy levels.  The monthly average realized rent per square foot for
the  mini-warehouse  facilities  was $.60  compared to $.59 for the three months
ended September 30, 1996 and 1995, respectively.  The weighted average occupancy
levels at the  mini-warehouse  facilities  was 91% compared to 90% for the three
months  ended  September  30, 1996 and 1995,  respectively.  Cost of  operations
(including management fees) for the mini-warehouses increased $39,000, or 4%, to
$975,000 from  $936,000 for the three months ended  September 30, 1996 and 1995,
respectively.   This  increase  was  primarily   attributable  to  increases  in
advertising and promotional expenses and property tax expenses. Accordingly, for
the  Partnership's  mini-warehouse  operations,  property net  operating  income
increased $14,000 or 1% from $1,695,000 to $1,709,000 for the three months ended
September 30, 1995 and 1996, respectively.

     Rental  income for the  Partnership's  business park  operations  decreased
$6,000,  or 3%, to $167,000 from  $173,000 for the three months ended  September
30, 1996 and 1995,  respectively.  The weighted average  occupancy levels at the
business  park  facilities  was 93%  compared to 94% for the three  months ended
September 30, 1996 and 1995, respectively. The monthly average realized rent per
square foot for the business park  facilities  was $.63 compared to $.66 for the
three months ended September 30, 1996 and 1995, respectively. Cost of operations
(including  management fees) for the business parks increased  $5,000, or 6%, to
$66,000 from $61,000 for the three  months  ended  September  30, 1996 and 1995,
respectively.  Accordingly,  for the  Partnership's  business  park  facilities,
property  net  operating  income  decreased  $11,000,  or 9%,  from  $112,000 to
$101,000 for the three months ended September 30, 1995 and 1996, respectively.

     Administrative expenses increased $15,000 from $20,000 for the three months
ended  September 30, 1995 compared to $35,000 for the same period in 1996.  This
increase is partially attributable to an increase in accounting fees.

     Minority  interest in income  decreased  $169,000 to $458,000 from $627,000
for the three  months  ended  September  30, 1996 and 1995,  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 Public Storage,  Inc.
("PSI"))  to PSI of  $303,000  for the three  months  ended  September  30, 1996
 
                                      6
<PAGE>

compared  to  $122,000  for the same  period  in 1995,  partially  offset  by an
increase in operations at the Partnership's real estate facilities owned jointly
with PSI.

    NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED SEPTEMBER
    30, 1995:

     The  Partnership's  net income was  $1,855,000  and $1,632,000 for the nine
months ended September 30, 1996 and 1995, respectively, representing an increase
of $223,000,  or 14%.  This increase was primarily due to a decrease in minority
interest in income,  combined with improved  property  operating  results at the
Partnership's  facilities and a decrease in general and administrative expenses,
partially offset by increases in depreciation expense and a decrease in interest
income.

     Interest income decreased for the nine months ended September 30, 1996 over
the same  period in 1995 as a result of a  decrease  in  average  invested  cash
balances.

     Net property  income  (rental income less cost of operations and management
fees and excluding  depreciation)  for the nine months ended  September 30, 1996
increased  $18,000  as rental  income  increased  $213,000,  or 3%, and costs of
operations  (including  management  fees  and  excluding  depreciation  expense)
increased $195,000, or 7%, compared to the same period in 1995.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$7,874,000  compared to $7,658,000 for the nine months ended  September 30, 1996
and 1995,  respectively,  representing  an  increase  of  $216,000,  or 3%. This
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 $.60  compared to $.59 for the nine months ended  September  30,
1996 and  1995,  respectively.  The  weighted  average  occupancy  levels at the
mini-warehouse  facilities  remained  stable  at 90% for the nine  months  ended
September 30, 1996 and 1995. Costs of operations (including management fees) for
the mini-warehouses increased $194,000, or 7%, to $2,997,000 from $2,803,000 for
the nine months ended September 30, 1996 and 1995, respectively. These increases
were  primarily   attributable  to  increases  in  property  tax,   repairs  and
maintenance,  and  advertising  expenses.  Accordingly,  for  the  Partnership's
mini-warehouse operations, property net operating income increased slightly from
$4,855,000 to $4,877,000 for the nine months ended  September 30, 1995 and 1996,
respectively.

     Rental  income for the  Partnership's  business park  operations  decreased
slightly from $495,000 to $492,000 for the nine months ended  September 30, 1995
and 1996,  respectively.  The weighted  average  occupancy level at the business
park  facilities was 94% compared to 93% for the nine months ended September 30,
1996 and 1995,  respectively.  The monthly average realized rent per square foot
for the business park  facilities  was $.62 compared to $.66 for the nine months
ended September 30, 1996 and 1995,  respectively.  Cost of operations (including
management  fees) for the  business  parks  remained  stable for the nine months
ended  September  30,  1996 over the same period in 1995.  Accordingly,  for the
Partnership's business park facilities,  property net operating income decreased
by $4,000,  or 1%, from $281,000 to $277,000 for the nine months ended September
30, 1995 and 1996, respectively.

     Administrative  expenses  decreased $22,000 from $99,000 in 1995 to $77,000
in 1996.  This decrease is  principally a result of a  non-recurring  expense in
1995, totaling $27,000, incurred in connection with environmental assessments of
the Partnership's facilities.

     Minority   interest  in  income  decreased   $355,000  to  $1,454,000  from
$1,809,000 for the nine months ended September 30, 1996 and 1995,  respectively.
This decrease was primarily  attributable to the allocation of depreciation  and
amortization  expense  (pursuant to the  partnership  agreement  with respect to
                                       7
<PAGE>

those real estate  facilities which are jointly owned with Public Storage,  Inc.
("PSI"))  to PSI of  $693,000  for the nine  months  ended  September  30,  1996
compared  to  $322,000  for the same  period  in 1995,  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
($5,024,000 for the nine months ended September 30, 1996) has been sufficient to
meet all current obligations of the Partnership.

     During  1996,  the  Partnership  anticipates  approximately  $1,146,000  of
capital  improvements (of which $463,000  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  managed by it.  Such
enhancements will include new signs, exterior color schemes, and improvements to
the  rental  offices.  Included  in the  1996  capital  improvement  budget  are
estimated costs of $163,000 for such  enhancements.  Total capital  improvements
were  $473,000 for the nine months ended  September  30, 1996 of which  $298,000
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 1996. 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 4 are not applicable.

Item 5   Other Information
         -----------------

     In September  1996, PSI completed a cash tender offer,  which had commenced
in July  1996,  pursuant  to  which  PSI  acquired  a  total  of  4,532  limited
partnership units in the Partnership at $548 per unit.

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

         (a) The following Exhibits are included herein:
             (27)   Financial Data Schedule

         (b) Form 8-K
             None


                                   SIGNATURES


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


                         DATED: November 12, 1996

                                PS PARTNERS, LTD.

                          BY:   Public Storage, Inc.
                                General Partner


                          BY:   /s/ Ronald L. Havner , Jr.
                                --------------------------
                                Ronald L. Havner, Jr.
                                Senior Vice President and Chief Financial
                                 Officer of Public Storage, Inc.
                                 (principal financial officer)

                          BY:   /s/ John Reyes
                                --------------
                                John Reyes
                                Vice President and Controller
                                 of Public Storage, Inc.
                                (Principal accounting officer)

                                       9