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

                                    FORM 10-K

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

For the fiscal year ended December 31, 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 1-10850
                       -------

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

        California                                      95-4300893
---------------------------------        --------------------------------------
(State or other jurisdiction of           (IRS Employer Identification Number)
 incorporation or organization)         

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

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

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

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

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


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


                                    Yes X No
                                        --  --

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

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Company as of February 28, 1997:
Common  Stock  Series A, $.01 Par  Value-$18,608,150  (computed  on the basis of
$22  per share which was the  reported  closing  sale price of the  Company's
Common Stock Series A on the American Stock Exchange on February 28, 1997).

The number of shares  outstanding of the Company's classes of common stock as of
February 28, 1997:

            Common Stock, $.01 Par Value - Series A   860,734 shares
             Common Stock, $.01 Par Value - Series B  90,859 shares
             Common Stock, $.01 Par Value - Series C 257,432 shares
             ------------------------------------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE

     (a)  Information  required by Part III will be included in an  amendment to
this  Form  10-K  under  cover of a Form  10-K/A  filed  within  120 days of the
Company's 1996 fiscal year, which  information is incorporated by reference into
Part III.
<PAGE>
                   PUBLIC STORAGE PROPERTIES XX, INC.

                                     PART I.

ITEM 1.   BUSINESS
          --------
General
-------

     Public  Storage  Properties  XX,  Inc.  (the  "Company")  is a real  estate
investment trust ("REIT") organized as a California  corporation that was formed
to succeed to the business of Public  Storage  Properties XX, Ltd., a California
limited  partnership  (the  "Partnership"),   in  a  reorganization  transaction
completed on August 27, 1991.

     The Partnership offered 100,000 units of limited partnership  interest (the
"Units") to the public in July 1989;  41,377 units were sold. The  Partnership's
general partners were PSI Associates II, Inc. ("PSA"), a California corporation,
and  B.  Wayne  Hughes  ("Hughes").  PSA  was an  affiliate  of  Public  Storage
Management, Inc., a California corporation (see below).

     Effective  August 27, 1991, the  Partnership  transferred all of its assets
and liabilities to the Company pursuant to a plan of Reorganization  approved by
a majority of the limited partners. In exchange for the Partnership's assets and
liabilities,  the  Company  issued  1,044,874  shares of common  stock  Series A
("Series A shares"),  90,859 shares of common stock Series B ("Series B shares")
and 257,432  shares of common  stock Series C ("Series C shares") of the Company
to the Partnership.  The Partnership then made a liquidating distribution to the
limited partners by distributing 99 percent of the Series A shares (on the basis
of 25 Series A shares for each  Unit).  The  remaining 1 percent of the Series A
shares and all of the Series B shares and Series C shares  were  distributed  to
the  general  partners  in  respect  of  their  interests  in  the  Partnership.
Subsequent thereto, the Partnership was dissolved. The Company has elected to be
taxed as a REIT for Federal income tax purposes.

     The Company is a finite life REIT, with a term until December 31, 2038 (the
same  as the  predecessor  Partnership).  However,  pursuant  to  the  Company's
by-laws, in 1999 the Company will be required to present the shareholders with a
proposal for the sale or financing of the properties and, in the case of a sale,
a liquidation of the Company,  unless the  properties  have already been sold or
financed. See " Sale or Financing" below.

     The Company's  investment  objectives  are (as were the  Partnership's)  to
maximize cash flow from operations and to maximize capital appreciation.

     The Company has acquired 7 properties,  all of which are in operation.  The
Company   believes   that  its   mini-warehouses   have   attractive   operating
characteristics.

     The Company's  senior officers have been responsible for the acquisition of
more than 350 mini-warehouses,  the development of more than 650 mini-warehouses
and the  management of more than 1,000  mini-warehouses  during their average 18
years of experience with the Public Storage organization.

     In 1995,  there were a series of mergers among Public  Storage  Management,
Inc. (which was the Company's mini-warehouse operator), Public Storage, Inc. and
their affiliates  (collectively,  "PSMI"),  culminating in the November 16, 1995
merger (the "PSMI Merger") of PSMI into Storage Equities, Inc., a REIT listed on
the New York Stock  Exchange.  In the PSMI Merger,  Storage  Equities,  Inc. was
renamed  Public  Storage,  Inc.  ("PSI") and PSI acquired  substantially  all of
PSMI's  United  States real  estate  operations  and became the  operator of the
Company's  mini-warehouse  properties.  Hughes,  the Company's  Chief  Executive
Officer,  and  members  of his  family  (the  "Hughes  Family")  are  the  major
shareholders of PSI. As a result of the PSMI Merger,  PSI owns all of the shares
of the Company's common stock that was owned by PSMI or its affiliates,  and PSI
has an option to acquire all of the shares of the  Company's  common stock owned
by Hughes.

Investments in Facilities
-------------------------

     At December 31, 1996, the Company owned 7 mini-warehouse facilities located
in 5 states:  California (2), Illinois (2), Minnesota (1), Missouri (1) and Ohio
(1).

                                       2
<PAGE>

     The  Company  believes  that its  operating  results  have  benefited  from
favorable   industry   trends  and  conditions.   Notably,   the  level  of  new
mini-warehouse  construction  has decreased while consumer demand has increased.
In addition,  the Company's  mini-warehouses are characterized by a low level of
capital expenditures to maintain their condition and appearance.

     Mini-warehouses
     ---------------

     Mini-warehouses,  which comprise the Company's investments, are designed to
offer accessible storage space for personal and business use at a relatively low
cost. A user rents a fully enclosed space which is for the user's  exclusive use
and to which only the user has access on an  unrestricted  basis during business
hours.  On-site  operation is the  responsibility  of resident  managers who are
supervised  by  area  managers.   Some  mini-warehouses  also  include  rentable
uncovered parking areas for vehicle storage. Leases for mini-warehouse space may
be on a long-term or short-term basis, although typically spaces are rented on a
month-to-month  basis.  Rental  rates  vary  according  to the  location  of the
property and the size of the storage space.

     Users of space in  mini-warehouses  include both  individuals and large and
small  businesses.  Individuals  usually employ this space for storage of, among
other  things,  furniture,  household  appliances,  personal  belongings,  motor
vehicles,  boats,  campers,  motorcycles and other household  goods.  Businesses
normally employ this space for storage of excess  inventory,  business  records,
seasonal goods, equipment and fixtures.

     Mini-warehouses  in which the Company  has  invested  generally  consist of
three to seven  buildings  containing an aggregate of between 350 to 750 storage
spaces, most of which have between 25 and 400 square feet and an interior height
of approximately 8 to 12 feet.

     The Company experiences minor seasonal fluctuations in the occupancy levels
of  mini-warehouses  with  occupancies  higher in the summer  months than in the
winter months. The Company believes that these fluctuations  result in part from
increased moving activity during the summer.

     The  Company's  mini-warehouses  are  geographically  diversified  and  are
generally  located in heavily  populated  areas and close to  concentrations  of
apartment  complexes,  single family  residences  and  commercial  developments.
However,  there may be  circumstances  in which it may be  appropriate  to own a
property  in a less  populated  area,  for  example,  in an area  that is highly
visible  from a major  thoroughfare  and  close to,  although  not in, a heavily
populated area. Moreover,  in certain population centers,  land costs and zoning
restrictions may create a demand for space in nearby less populated areas.

     As with most other types of real estate,  the conversion of mini-warehouses
to  alternative  uses in  connection  with a sale or otherwise  would  generally
require substantial capital  expenditures.  However, the Company does not intend
to convert its mini-warehouses to other uses.

Operating Strategies
--------------------

     The  Company's  mini-warehouses  are  operated  by PSI  under  the  "Public
Storage" name,  which the Company  believes is the most  recognized  name in the
mini-warehouse   industry.   The  major  elements  of  the  Company's  operating
strategies are as follows:


  *  CAPITALIZE ON "PUBLIC  STORAGE'S" NAME RECOGNITION.  PSI, together with its
     predecessor,  has  more  than  20  years  of  operating  experience  in the
     mini-warehouse  business, and is the largest operator of mini-warehouses in
     the United States. PSI believes that its marketing and advertising programs
     improve its competitive position in the market. PSI's in-house Yellow Pages
     staff designs and places  advertisements  in approximately 700 directories.
     Commencing  in  early  1996,  PSI  began  to  experiment  with a  telephone
     reservation  system designed to provide added customer  service.  Customers
     calling either PSI's toll-free  telephone referral system,  (800) 44-STORE,
     or a mini-warehouse facility are directed to PSI's reservation system where
     a trained  representative  discusses with the customer space  requirements,
     price and  location  preferences  and also  informs  the  customer of other
     products  and  services  provided  by PSI.  As of December  31,  1996,  the
     telephone  reservation  system was supporting rental activity at all of the
     Company's  properties.  PSI's toll-free  telephone referral system services
     approximately 120,000 calls per month from potential customers inquiring as
     to the nearest Public Storage mini-warehouse.

                                       3
<PAGE>
  *  MAINTAIN HIGH  OCCUPANCY  LEVELS AND INCREASE  REALIZED  RENTS.  Subject to
     market conditions, the Company generally seeks to achieve average occupancy
     levels in excess of 90% and to  eliminate  promotions  prior to  increasing
     rental  rates.  Average  occupancy for the  Company's  mini-warehouses  has
     increased  from  92% in 1995 to 94% in 1996.  Realized  monthly  rents  per
     occupied  square  foot  increased  from  $.65 in 1995 to $.70 in 1996.  The
     Company has  increased  rental rates in many markets  where it has achieved
     high occupancy levels and eliminated or minimized promotions.

  *  SYSTEMS AND CONTROLS.  PSI has an  organizational  structure and a property
     operation system, "CHAMP" (Computerized Help and Management Program), which
     links its corporate  office with each  mini-warehouse.  This enables PSI to
     obtain  daily   information  from  each   mini-warehouse   and  to  achieve
     efficiencies in operations and maintain  control over its space  inventory,
     rental rates,  promotional discounts and delinquencies.  Expense management
     is achieved through  centralized payroll and accounts payable systems and a
     comprehensive  property  tax appeals  department,  and PSI has an extensive
     internal  audit  program   designed  to  ensure  proper  handling  of  cash
     collections.

  *  PROFESSIONAL  PROPERTY  OPERATION.  In  addition to the  approximately  150
     support  personnel  at the  Public  Storage  corporate  offices,  there are
     approximately 2,700 on-site personnel who manage the day-to-day  operations
     of  the  mini-warehouses  in  the  Public  Storage  system.  These  on-site
     personnel are supervised by 110 district managers, 15 regional managers and
     three divisional  managers (with an average of 13 years'  experience in the
     mini-warehouse  industry) who report to the president of the mini-warehouse
     property  operator (who has 12 years of experience  with the Public Storage
     organization). PSI carefully selects and extensively trains the operational
     and  support  personnel  and offers them a  progressive  career  path.  See
     "Property Operator."

Property Operator
----------------
     The  Company's  mini-warehouse  properties  are  managed  by  PSI  under  a
Management Agreement (as amended, the "Management Agreement").

     Under the supervision of the Company,  PSI coordinates the operation of the
facilities,  establishes rental policies and rates,  directs marketing activity,
and directs the purchase of equipment and supplies,  maintenance  activity,  and
the  selection  and  engagement  of  all  vendors,   supplies  and   independent
contractors.

     PSI engages, at the expense of the Company,  employees for the operation of
the Company's  facilities,  including  resident  managers,  assistant  managers,
relief  managers,  and billing and maintenance  personnel.  Some or all of these
employees may be employed on a part-time basis and may also be employed by other
persons,  partnerships,  REITs or other entities owning  facilities  operated by
PSI.

     In the  purchasing of services  such as  advertising  (including  broadcast
media advertising) and insurance, PSI attempts to achieve economies by combining
the resources of the various facilities that it operates. Facilities operated by
PSI  have  historically  carried   comprehensive   insurance,   including  fire,
earthquake, liability and extended coverage.

     PSI has  developed  systems for space  inventory,  accounting  and handling
delinquent  accounts,  including a  computerized  network  linking PSI  operated
facilities. Each project manager is furnished with detailed operating procedures
and typically  receives  facilities  management  training from PSI. Form letters
covering a variety of circumstances are also supplied to the project managers. A
record of actions  taken by the project  managers  when  delinquencies  occur is
maintained.

     The Company's  facilities  are  typically  advertised  via signage,  yellow
pages,  flyers  and  broadcast  media  advertising  (television  and  radio)  in
geographic  areas  in  which  many  of the  Company's  facilities  are  located.
Broadcast  media  and  other  advertising  costs are  charged  to the  Company's
facilities located in geographic areas affected by the advertising. From time to
time, PSI adopts  promotional  programs,  such as temporary rent reductions,  in
selected areas or for individual facilities.

     For as long as the Management  Agreement is in effect,  PSI has granted the
Company  a  non-exclusive  license  to use two PSI  service  marks  and  related
designs,  including the "Public  Storage" name, in  conjunction  with rental and
operation of  facilities  managed  pursuant to the  Management  Agreement.  Upon
termination  of the Management  Agreement,  the Company would no longer have the
right to use the service marks and related  designs  except as described  below.
Management  believes  that the loss of the  right to use the  service  marks and
related designs could have a material adverse effect on the Company's business.
                                       4
<PAGE>
     The Management  Agreement,  as amended in February 1995,  provides that (i)
the Management  Agreement will expire in February 2002 provided that in February
of  each  year  it  shall  be  automatically  extended  for  one  year  (thereby
maintaining a seven-year  term) unless either party  notifies the other that the
Management  Agreement  is not being  extended,  in which  case it expires on the
first  anniversary  of  its  then  scheduled  expiration  date.  The  Management
Agreement may also be  terminated  by either party for cause,  but if terminated
for cause by the  Company,  the  Company  retains  the rights to use the service
marks  and  related  designs  until  the  then  scheduled  expiration  date,  if
applicable, or otherwise a date seven years after such termination.

     Certain of the directors and officers of the Company are also directors and
officers of PSI.

Competition
-----------

     Competition  in  the  market  areas  in  which  the  Company   operates  is
significant  and  affects  the  occupancy  levels,  rental  rates and  operating
expenses of certain of the Company's facilities.  Competition may be accelerated
by any increase in availability  of funds for investment in real estate.  Recent
increases in plans for  development  of  mini-warehouses  is expected to further
intensify competition among mini-warehouse operators in certain market areas. In
addition to competition  from  mini-warehouses  operated by PSI, there are three
other  national  firms and numerous  regional and local  operators.  The Company
believes  that  the  significant  operating  and  financial  experience  of  its
executive  officers and directors,  PSI and the "Public  Storage"  name,  should
enable the Company to continue to compete effectively with other entities.

Other Business Activities
-------------------------

     A corporation owned by the Hughes Family reinsures  policies against losses
to goods  stored  by  tenants  in the  Company's  mini-warehouses.  The  Company
believes that the availability of insurance  reduces the potential  liability of
the Company to tenants for losses to their goods from theft or destruction. This
corporation  receives  the  premiums  and bears the  risks  associated  with the
insurance.

     A  corporation,  in which PSI has a 95%  economic  interest  and the Hughes
Family has a 5% economic interest,  sells locks, boxes and tape to tenants to be
used in securing  their  spaces and moving their  goods.  PSI believes  that the
availability of locks, boxes and tape for sale promotes the rental of spaces.

Sale or Financing
-----------------

     The by-laws of the Company provide that, during 1999,  unless  shareholders
have previously  approved such a proposal,  the  shareholders  will be presented
with a proposal to approve or  disapprove  (a) the sale or  financing  of all or
substantially  all of the  properties and (b) the  distribution  of the proceeds
from  such  transaction  and,  in the  case of a sale,  the  liquidation  of the
Company.

Employees
---------

     As of December  31,  1996,  the Company  had 30  employees,  10 persons who
render services on behalf of the Company on a full-time basis and 20 persons who
render services on a part-time basis (5 of whom were executive officers).  These
persons include resident managers, assistant managers, relief managers, district
managers, and administrative and maintenance personnel.

Federal Income Tax
------------------

     The Company  intends to continue to operate in a manner so as to qualify as
a REIT under the Internal Revenue Code of 1986, as amended, but no assurance can
be given that the Company  will be able to continue to qualify at all times.  By
qualifying  as a REIT,  the Company  can deduct  dividend  distributions  to its
shareholders for Federal income tax purposes,  thus effectively  eliminating the
"double  taxation"  (at the  corporate and  shareholder  levels) that  typically
applies to corporate  dividends.  The Company  believes it is in compliance with
these  requirements  and,  accordingly,  no provision  for income taxes has been
made.
                                       5
<PAGE>
ITEM 2.   PROPERTIES.
          ----------

     The following  table sets forth  information  as of December 31, 1996 about
properties owned by the Company:
<TABLE>
<CAPTION>


                                               Size of        Net Rentable       Number of         Completion
                Location                        Parcel            Area             Spaces             Date
-------------------------------------        --------------  ----------------    -------------  --------------    
CALIFORNIA
<S>                                              <C>          <C>                     <C>             <C> 
Los Angeles, Airdrome St.                        1.20 acres   56,000 sq. ft.          670        Sep. 1989
Santa Rosa, Hopper Ave.                          2.31 acres   55,000 sq. ft.          575        Nov. 1989

ILLINOIS
Aurora, Farnsworth Ave.                          5.45 acres   60,000 sq. ft.          530        Jul. 1989
Chicago, So. Chicago Ave.                        1.38 acres   52,000 sq. ft.          580        Dec. 1991

MINNESOTA
Golden Valley, Winnetka Ave.                     2.03 acres   44,000 sq. ft.          474        Dec. 1989

MISSOURI
St. Louis, Benham Rd.                            3.95 acres   63,000 sq. ft.          568        Nov. 1990

OHIO
Cleveland, 117th St.                             4.11 acres   70,000 sq. ft.          631        Apr. 1989
</TABLE>

-----------------
     Substantially  all of the Company's  facilities  were acquired prior to the
time that it was customary to conduct environmental investigations in connection
with  property  acquisitions.  During the fourth  quarter of 1995,  the  Company
completed   environmental   assessments   of  its  properties  to  evaluate  the
environmental  condition of, and  potential  environmental  liabilities  of such
properties.  These  assessments  were performed by an independent  environmental
consulting firm. Based on the assessments, the Company expensed $156,000 in 1995
for known environmental remediation requirements.

     The  Company's  properties  are operated to maximize  cash flow through the
regular  review of and,  when  warranted by market  conditions,  adjustments  to
scheduled  rents.  As reflected in the table below,  the Company has experienced
overall improved property operations:
<TABLE>
<CAPTION>

                                                                            For the year ended December 31,
                                                                     ---------------------------------------------
                                                                        1996              1995              1994
                                                                     ---------          -------          ---------
<S>                                                                      <C>               <C>              <C>
Weighted average occupancy level                                         94%               92%              89%
Realized monthly rent per occupied
   square foot (1)                                                      $.70              $.65             $.64
Operating margin: (2)
   Before reduction for depreciation expense                             62%               61%              59%
   After reduction for depreciation expense                              47%               45%              41%
</TABLE>

(1)  Realized  rent per square foot  represents  the actual  revenue  earned per
     occupied square foot.  Management  believes this is a more relevant measure
     than the posted rental rates,  since posted rates can be discounted through
     the use of promotions. Includes administrative and late fees.
(2)  Operating margin (before reduction for depreciation expense) is computed by
     dividing rental income less cost of operations by rental income.  Operating
     margin (after reduction for  depreciation  expense) is computed by dividing
     rental income less cost of operations and depreciation by rental income.

                                       6
<PAGE>
     Additional  information  is set  forth  below  with  respect  to the  Santa
Rosa/Hopper Avenue, Los Angeles/Airdrome Street,  Aurora/Farnsworth  Avenue, St.
Louis/Benham, Cleveland/117th Street and Chicago/South Chicago Avenue properties
because  they each  have a book  value of at least  10% of the  estimated  total
assets of the Company or that have  accounted for gross revenues of at least 10%
of the aggregate gross revenues of the Company.

     SANTA  ROSA/HOPPER  AVENUE.  This  mini-warehouse is located in Santa Rosa,
California,  approximately 50 miles north of San Francisco in Sonoma County. The
surrounding area includes commercial, industrial and residential developments.

     The  2.31-acre  property,   which  was  completed  in  November  1989,  has
approximately  55,000 net rentable square feet divided into 575 units. No tenant
occupies 10% or more of the rentable area. As of December 31, 1996, the property
was 96% occupied by 553 tenants.

     Set forth below is a schedule  showing the occupancy  rate and the rent per
square foot for the property at the dates indicated:

                                                           Annual Scheduled
                                                              Rent Per
        Date                        Occupancy Rate           Square Foot
---------------------              -----------------     -------------------
 December 31, 1996                       96%                      $8.40
 December 31, 1995                       93                        7.56
 December 31, 1994                       91                        6.96

     LOS ANGELES/AIRDROME STREET. This mini-warehouse is located in Los Angeles,
California, approximately seven miles west of downtown Los Angeles. The property
is visible from Venice Boulevard,  a major traffic thoroughfare in the area. The
area surrounding the site contains  residential units,  commercial  developments
and office buildings.

     The  1.2-acre  property,   which  was  completed  in  September  1989,  has
approximately  56,000 net rentable square feet divided into 670 units. No tenant
occupies 10% or more of the rentable area. As of December 31, 1996, the property
was 84% occupied by 564 tenants.

     Set forth below is a schedule  showing the occupancy  rate and the rent per
square foot for the facility at the dates indicated:


                                                            Annual Scheduled
                                                                Rent Per
          Date                        Occupancy Rate           Square Foot
----------------------             -------------------      ----------------
   December 31, 1996                       84%                     $15.72
   December 31, 1995                       87                       12.24
   December 31, 1994                       89                       11.64

     AURORA/FARNSWORTH  AVENUE. This mini-warehouse is located  approximately 32
miles southwest of downtown Chicago,  Illinois, in an area which has experienced
increased  development in recent years. The property is located near commercial,
office  and  industrial   developments  as  well  as  single  and   multi-family
residential units.

     The 5.45-acre property, which was completed in July 1989, has approximately
60,000 net rentable  square feet divided into 530 units.  No tenant occupies 10%
or more of the rentable  area.  As of December  31,  1996,  the property was 91%
occupied by 481 tenants.

                                       7
<PAGE>

     Set forth below is a schedule  showing the occupancy  rate and the rent per
square foot for the facility at the dates indicated:


                                                             Annual Scheduled
                                                                Rent Per
         Date                        Occupancy Rate           Square Foot
---------------------               ----------------        ------------------
  December 31, 1996                       91%                      $9.24
  December 31, 1995                       93                        7.08
  December 31, 1994                       96                        6.24

     ST.  LOUIS/BENHAM.  This  mini-warehouse is located  approximately 11 miles
northwest of downtown St.  Louis,  Missouri.  The  surrounding  area  includes a
combination of residential and commercial developments.

     The  3.95-acre  property,   which  was  completed  in  November  1990,  has
approximately  63,000 net  rentable  square  feet  divided  into 568 units.  The
property  commenced  operations on November 21, 1990. No tenant  occupies 10% or
more of the  rentable  area.  As of December  31,  1996,  the  property  was 93%
occupied by 526 tenants.

     Set forth below is a schedule  showing the occupancy  rate and the rent per
square foot for the facility at the dates indicated:
 
                                                           Annual Scheduled
                                                                Rent Per
         Date                        Occupancy Rate           Square Foot
---------------------               ----------------        ------------------
  December 31, 1996                       93%                      $8.04
  December 31, 1995                       95                        6.00
  December 31, 1994                       90                        5.40

     CLEVELAND/117TH  STREET.  This  mini-warehouse  is located  five miles from
downtown Cleveland, Ohio at the intersection of 117th Street and Western Avenue.
The property is visible from 117th Street,  which is a busy thoroughfare linking
three  major  highways  in the area:  the 71  Freeway,  Interstate  90 and the 2
Freeway.  The  local  area  includes  industrial  developments  and  single  and
multi-family units.

     The  4.11-acre   property,   which  was   completed  in  April  1989,   has
approximately  70,000 net rentable square feet divided into 631 units. No tenant
occupies 10% or more of the rentable area. As of December 31, 1996, the property
was 92% occupied by 580 tenants.

     Set forth below is a schedule  showing the occupancy  rate and the rent per
square foot for the facility at the dates indicated:
 
                                                           Annual Scheduled
                                                                Rent Per
         Date                        Occupancy Rate           Square Foot
---------------------               ----------------        ------------------
  December 31, 1996                       92%                      $8.28
  December 31, 1995                       93                        6.36
  December 31, 1994                       89                        5.88

     CHICAGO/SOUTH  CHICAGO AVENUE. This mini-warehouse is located approximately
ten miles southeast of downtown Chicago on South Chicago Avenue.  Development in
the  surrounding  area includes a combination of residential  units,  commercial
development and light manufacturing.

     The  1.38-acre  property,   which  was  completed  in  December  1991,  has
approximately  52,000 net rentable square feet divided into 580 units. No tenant
occupies 10% or more of the rentable area. As of December 31, 1996, the property
was 92% occupied by 531 tenants.


                                       8
<PAGE>
     Set forth below is a schedule  showing the occupancy  rate and the rent per
square foot for the facility at the dates indicated:
 
                                                           Annual Scheduled
                                                                Rent Per
         Date                        Occupancy Rate           Square Foot
---------------------               ----------------        ------------------
  December 31, 1996                       92%                     $12.60
  December 31, 1995                       92                        9.00
  December 31, 1994                       86                        9.12

ITEM 3.   LITIGATION.
          ----------
     None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
          ----------------------------------------------------

     The Company held an annual  meeting of  shareholders  on December 17, 1996.
Proxies for the annual  meeting were  solicited  pursuant to Regulation 14 under
the Securities Exchange Act of 1934. The annual meeting involved the election of
directors,  and the vote was as follows (the common Stock Series A, Series B and
Series C vote together as a single class):
<TABLE>
<CAPTION>

                                   Number of Shares of                  Number of Shares of
                                  Common Stock Series A                Common Stock Series B
                             ----------------------------           ----------------------------
          Name               Voted For          Withheld             Voted For          Withheld
-----------------------      ----------        ----------           ------------       ---------
<S>                            <C>                <C>                  <C>                   
B. Wayne Hughes                463,444            7,538                90,859               -
                             ----------        ----------           ------------       ---------
Vern O. Curtis                 462,444            8,538                90,859               -
                             ----------        ----------           ------------       ---------
Jack D. Steele                 462,444            8,538                90,859               -
                             ----------        ----------           ------------       ---------


                                   Number of Shares of
                                  Common Stock Series C                 Total Common Stock
                             ----------------------------           ----------------------------
          Name               Voted For          Withheld             Voted For          Withheld
-----------------------      ----------        ----------           ------------       ---------
B. Wayne Hughes                257,432                -                 811,735           7,538
                             ----------        ----------           ------------       ---------
Vern O. Curtis                 257,432                -                 811,735           8,538
                             ----------        ----------           ------------       ---------
Jack D. Steele                 257,432                -                 810,735           8,538
                             ----------        ----------           ------------       ---------

</TABLE>

                                    PART II.

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
          ---------------------------------------------------------------------

     The  Company's  Series A shares are  registered  under Section 12(b) of the
Securities  Exchange Act of 1934 on the American  Stock Exchange  ("AMEX"),  and
commenced  trading on September  16, 1991 under the symbol PSZ. The Series B and
Series C shares were not registered under Section 12 of the Securities  Exchange
Act of 1934 and no public  trading  market  exists for the Series B and Series C
shares.

     The Company's  Articles of  Incorporation  provide that the Series B shares
and  Series  C shares  will  convert  automatically  into  Series A shares  on a
share-for-share  basis (the "Conversion") when (A) the sum of (1) all cumulative
dividends  and other  distributions  from all sources  paid with  respect to the
Series A shares (including liquidating distributions, but not including payments
made to redeem  such stock  other than in  liquidation)  and (2) the  cumulative
Partnership  distributions from all sources with respect to all Units (including
the General  Partners' 1% interest)  equals (B) the product of $20 multiplied by
the  number  of the  then  outstanding  "Original  Series  A  shares".  The term
"Original   Series  A  shares"   means  the  Series  A  shares   issued  in  the
Reorganization.

                                       9
<PAGE>

     In general,  the Series A shares,  Series B shares and Series C shares have
equal voting rights.  The Company's  bylaws provide that during the period prior
to the  conversion of the Series B and Series C shares into Series A shares,  in
all  shareholder  matters voted on by the  Partnership's  general  partners (the
"General  Partners") or their  successors in interest as holders of Series B and
Series C shares,  other than the  election  and removal of  directors  and other
proposals  relating to the control of the Company and its business,  the General
Partners and any  successors  in interest have agreed to vote their Series B and
Series C shares with the holders of a majority of the  outstanding  unaffiliated
Series A shares entitled to vote.

Market Prices and Dividends
---------------------------

     The  following  table sets forth the high and low sales  prices on the AMEX
composite  tape per Series A share and dividends per Series A share and Series B
share for fiscal 1995 and 1996:

                                             Sales Price       
                                        -----------------------   Cash Dividends
     Year          Quarter Ended          High         Low           Declared*
---------- -----------------------      ---------   ---------     --------------
1995       March 31                      $15-5/8     $12-7/8          $0.26
           June 30                        15-1/2      14-3/8           0.28
           September 30                   16-1/4      14-5/8           0.28
           December 31                        17      15-1/4           0.58 (1)

1996       March 31                      $17-3/8     $16-1/4          $0.28
           June 30                        17-3/8      16-3/8           0.28
           September 30                   19-1/2      16-3/8           0.28
           December 31                    22-1/4      19-1/8           0.75 (2)

*  No dividends were declared on the Series C shares.
(1) Includes special dividend of $.30.
(2) Includes special dividend of $.47.

     As of December 31, 1996, there were  approximately 756 holders of record of
the Company's Series A shares.

     Holders of Series A shares are entitled to receive  distributions  when, as
and if declared by the Board of Directors out of any funds legally available for
that purpose. The Company, as a REIT, is required to distribute, prior to filing
its tax  return,  at least  95% of its "real  estate  investment  trust  taxable
income,"  which,  as defined by the relevant tax  statutes and  regulations,  is
generally   equivalent   to  net  taxable   ordinary   income.   Under   certain
circumstances,  the  Company  can  rectify a failure  to meet this  distribution
requirement by paying dividends after the close of a particular taxable year.

     A principal policy of the Company is to make quarterly cash  distributions.
The Company  intends to make quarterly cash  distributions  out of funds legally
available, as determined by the Company's Board of Directors.

     For Federal income tax purposes,  distributions to shareholders are treated
as ordinary income,  capital gains, return of capital or a combination  thereof,
and for the past three years all distributions  have been classified as ordinary
income.

     Under generally accepted accounting principles, the amount of distributions
declared to shareholders exceeded income by $80,000, $287,000 and $19,000 during
1996, 1995 and 1994, respectively.

     Series A shares are entitled to participate  equally in distributions  when
declared  by the  Board  of  Directors  and in the  Company's  net  assets  upon
dissolution and liquidation  after repayment of the Company's  liabilities.  The
Series B shares (prior to  conversion  into Series A shares) are not entitled to
participate  in  distributions  attributable  to  sales  or  financings  of  the
properties or the  liquidation  of the Company,  but will  participate  in other
distributions  on the same  basis as the  Series A shares.  The  Series C shares
(prior to conversion  into Series A shares) are not entitled to  participate  in
any distributions, including liquidating distributions.
  
                                     10
<PAGE>
Repurchase of Company's common stock
------------------------------------

     If  considered  to be an  attractive  investment  opportunity  or in  other
appropriate circumstances, the Company may repurchase its Series A shares out of
legally available funds, if approved by the Board of Directors.

     As of February 27, 1997,  the Board of Directors has authorized the Company
to repurchase  up to 300,000  Series A shares.  From  September 16, 1991 through
February 28, 1997,  the Company has  repurchased  184,140  Series A shares.  The
Company  repurchased 10,000 Series A shares during 1996 and no additional Series
A shares between January 1, 1997 and February 28, 1997.


                                       11
<PAGE>
ITEM 6.   SELECTED FINANCIAL DATA.
          -----------------------

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

                                                                    Years Ended December 31,
                                           ----------------------------------------------------------------------------
                                             1996           1995              1994               1993           1992
                                            ------         ------            ------             ------         ------

                                                             (In thousands, except per share data)
Operating data:
---------------
REVENUES:
<S>                                         <C>            <C>               <C>                <C>            <C>   
   Rental income                            $3,192         $2,913            $2,742             $2,426         $1,976
   Interest and other income                    34             43                57                 33             41
                                            ------         ------            ------             ------         ------
                                             3,226          2,956             2,799              2,459          2,017
                                            ------         ------            ------             ------         ------

EXPENSES:
   Cost of operations                        1,045            969               969               912             881
   Management fees paid to affiliate           169            175               164               146             119
   Depreciation                                469            471               483               480             475
   General and administrative                  102            100               109               115             125
   Environmental cost                           -             156                -                 -               -
   Interest expense                              2             -                 -                 -               -
                                            ------         ------            ------             ------         ------
                                             1,787          1,871             1,725             1,653           1,600
                                            ------         ------            ------             ------         ------

NET INCOME                                  $1,439         $1,085            $1,074              $806            $417
                                            ======         ======            ======             ======         ======

Net income per Series A share:
   Primary                                   $1.49          $1.06             $1.00             $0.71           $0.35
   Fully diluted                             $1.18          $0.85             $0.81             $0.59           $0.30

Dividends declared per share:
   Series A                                  $1.59          $1.40             $1.03             $0.87           $0.55
   Series B                                  $1.59          $1.40             $1.03             $0.87           $0.55

Weighted average Common
   shares outstanding:
    Primary- Series A                          867            898               982             1,019           1,035
    Fully diluted- Series A                  1,216          1,246             1,330             1,368           1,383

Other data:
-----------
Net cash provided by
  operating activities                      $1,959         $1,629            $1,557            $1,282            $900
Net cash used in investing activities          (64)           (41)             (172)              (44)            (38)
Net cash used in financing activities       (1,552)        (2,397)           (2,006)           (1,025)           (524)
Funds from operations (1)                    1,908          1,712             1,557             1,286             892
Capital expenditures
  to maintain facilities                       (64)           (41)              (24)              (44)            (38)


Balance sheet data:
-------------------
Total assets                               $15,726        $15,739           $16,819           $17,763         $17,981
Shareholders' equity                        14,548         14,697            16,085            16,984          17,395

</TABLE>
                                       12
<PAGE>

ITEM 6.   SELECTED FINANCIAL DATA (CONTINUED)
          -----------------------------------

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

                                       13
<PAGE>
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          RESULTS OF OPERATIONS.
          ---------------------------------------------------------------

RESULTS OF OPERATIONS.
----------------------

     YEAR ENDED  DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995. Net
income in 1996 was $1,439,000  compared to $1,085,000 in 1995,  representing  an
increase  of $354,000 or 33%.  Net income per fully  diluted  Series A share was
$1.18 in 1996 compared to $.85 in 1995,  representing an increase of $.33 or 39%
per share.  These  increases  are  primarily  due to an increase in property net
operating income combined with the favorable impact of comparing to expenses for
1995 which included a  non-recurring  charge for  environmental  assessments and
provision for future remediation costs.

     During 1996,  property net  operating  income  (rental  income less cost of
operations,  management  fees paid to an  affiliate  and  depreciation  expense)
increased  $211,000 from $1,298,000 in 1995 to $1,509,000 in 1996. This increase
is  primarily  attributable  to an  increase in rental  income at the  Company's
mini-warehouse operations.

     Rental income for the mini-warehouse  operations  increased $279,000 or 10%
from  $2,913,000 in 1995 to $3,192,000  in 1996.  Cost of operations  (including
management  fees paid to an affiliate of the  Company)  increased  $70,000 or 6%
from  $1,144,000 in 1995 to $1,214,000 in 1996. The results of these changes was
a net increase in property net operating income before  depreciation  expense of
$209,000 or 12% from  $1,769,000 in 1995 to  $1,978,000  in 1996.  Rental income
increased  primarily  due to an  increase  in  rental  rates at all seven of the
Company's  properties.  The  increase  in cost of  operations  is mainly  due to
increases in payroll,  advertising  and  property  tax expense.  The increase in
property taxes is mainly  attributable  to a one-time tax refund received at the
Company's Los Angeles,  California  property in early 1995 from appealing  prior
years tax assessments.

     Weighted  average   occupancy  levels  for  the  Company's   mini-warehouse
facilities were 94% and 92% in 1996 and 1995, respectively.

     In 1995, the Company  prepaid eight months of 1996  management  fees on its
mini-warehouse  operations  (based  on the  management  fees for the  comparable
period during the calendar year immediately preceding the prepayment) discounted
at the  rate of 14% per year to  compensate  for  early  payment.  In 1996,  the
Company  expensed  the  prepaid  management  fees.  The  amount is  included  in
management  fees paid to affiliate in the  statements of income.  As a result of
the  prepayment,  the Company saved  approximately  $22,000 in management  fees,
based on the  management  fees that  would have been  payable  on rental  income
generated in 1996 compared to the amount prepaid.

     During 1996, the Company incurred $2,000 in interest expense on its line of
credit facility.

     YEAR ENDED  DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994. Net
income in 1995 was $1,085,000  compared to $1,074,000 in 1994,  representing  an
increase of $11,000 or 1%. Net income per fully diluted  Series A share was $.85
in 1995  compared  to $.81 in 1994,  representing  an increase of $.04 or 5% per
share.  This  increase is primarily due to an increase in property net operating
income offset by environmental costs incurred on the Company's properties in the
fourth quarter of 1995 (see  discussion  below).  The increase in net income per
share in 1995  benefited  by the  reduction  in the  number  of  Series A shares
outstanding due to the Company's repurchase of Series A shares.

     During 1995,  property net  operating  income  (rental  income less cost of
operations,  management  fees paid to an  affiliate  and  depreciation  expense)
increased  $172,000 from $1,126,000 in 1994 to $1,298,000 in 1995. This increase
is  primarily  attributable  to an  increase in rental  income at the  Company's
mini-warehouse operations.

     Rental income for the  mini-warehouse  operations  increased $171,000 or 6%
from  $2,742,000 in 1994 to $2,913,000  in 1995.  Cost of operations  (including
management  fees paid to an affiliate of the  Company)  increased  $11,000 or 1%
from  $1,133,000 in 1994 to $1,144,000 in 1995. The results of these changes was
a net increase in property net operating income before  depreciation  expense of
$160,000 or 10% from  $1,609,000 in 1994 to  $1,769,000  in 1995.  Rental income
increased primarily due to an increase in occupancy levels and rental rates at a
majority of the  Company's  properties.  The increase in cost of  operations  is
mainly due to increases in payroll expense and repairs and maintenance offset by
a decrease in property tax expense.  Repairs and  maintenance  increased  due to
costs for such items as doors,  landscaping  and roof  repairs.  The decrease in
property  taxes is mainly  attributable  to tax refunds  received from appealing
prior  year  assessments  on the  Company's  Los  Angeles,  California  property
totaling $53,000 in 1995.

                                       14
<PAGE>

     Substantially  all of the Company's  facilities  were acquired prior to the
time that it was customary to conduct environmental investigations in connection
with  property  acquisitions.  During the fourth  quarter of 1995,  the  Company
completed   environmental   assessments   of  its  properties  to  evaluate  the
environmental  condition of, and  potential  environmental  liabilities  of such
properties.  These  assessments  were performed by an independent  environmental
consulting firm. Based on the assessments, the Company expensed $156,000 in 1995
for  known  environmental  remediation  requirements.  Although  there can be no
assurance, the Company is not aware of any environmental contamination of any of
its property sites which  individually  or in the aggregate would be material to
the Company's overall business, financial condition, or results of operations.

     Weighted  average   occupancy  levels  for  the  Company's   mini-warehouse
facilities were 92% and 89% in 1995 and 1994, respectively.

Mini-warehouse Operating Trends.
--------------------------------

     The following table  illustrates  the operating  trends for the Company's 7
mini-warehouses:
<TABLE>
<CAPTION>

                                                                       For the year ended December 31,
                                                                  ----------------------------------------
                                                                   1996             1995             1994
                                                                  -------         -------          -------
<S>                                                                 <C>              <C>              <C>
Weighted average occupancy level                                    94%              92%              89%
Realized monthly rent per occupied
  square foot (1)                                                 $.70             $.65             $.64
Operating margin: (2)
     Before reduction for depreciation expense                      62%              61%              59%
     After reduction for depreciation expense                       47%              45%              41%

</TABLE>

-------------
(1)   Realized rent per square foot  represents  the actual  revenue  earned per
      occupied square foot.  Management believes this is a more relevant measure
      than the posted rental rates, since posted rates can be discounted through
      the use of promotions. Includes administrative and late fees.
(2)   Operating margin (before  reduction for depreciation  expense) is computed
      by  dividing  rental  income  less cost of  operations  by rental  income.
      Operating margin (after reduction for depreciation expense) is computed by
      dividing rental income less cost of operations and  depreciation by rental
      income.

Liquidity and Capital Resources.
--------------------------------

     CAPITAL STRUCTURE.  The Company's  financial profile has been characterized
by increasing net income,  increasing cash provided by operating  activities and
increasing funds from operations ("FFO").

     NET CASH PROVIDED BY OPERATING  ACTIVITIES AND FUNDS FROM  OPERATIONS.  The
Company believes that important measures of its performance as well as liquidity
are net cash provided by operating activities and FFO.

     Net cash provided by operating  activities  (net income plus  depreciation)
reflects the cash generated from the Company's business before  distributions to
shareholders,  capital  expenditures  and principal  payments on debt.  Net cash
provided  by  operating  activities  has  increased  over  the past  years  from
$1,557,000 in 1994 to $1,959,000 in 1996.

     FFO is defined by the Company, consistent with the definition of FFO by the
National  Association of Real Estate Investment  Trusts (NAREIT),  as net income
(loss) (computed in accordance with generally  accepted  accounting  principles)
before depreciation and extraordinary or non-recurring  items. FFO for the years
ended December 31, 1996 and 1995 was $1,908,000  and  $1,712,000,  respectively.
FFO is  presented  because  the  Company,  as well as  many  industry  analysts,
consider FFO to be one measure of the performance of the Company, i.e., one that
generally  reflects changes in the Company's net operating income.  FFO does not
take  into  consideration  scheduled  principal  payments  on debt  and  capital
improvements. Accordingly, FFO is not necessarily a substitute for the Company's
cash flow or net income,  as a measure of the  Company's  liquidity or operating
performance or ability to pay distributions.  Furthermore, the NAREIT definition
of FFO does not  address  the  treatment  of certain  items and all REITs do not
treat items the same way in computing FFO. Accordingly, comparisons of levels of
FFO among REITs may not necessarily be meaningful.

                                       15


<PAGE>
     The Company has an  unsecured  revolving  credit  facility  with a bank for
borrowings up to $750,000 for working  capital  purposes and to  repurchase  the
Company's stock. Outstanding borrowings on the credit facility, at the Company's
option,  bear  interest  at either the bank's  prime rate plus .25% or the LIBOR
rate plus 2.25%.  Interest is payable  monthly until  maturity.  On December 31,
1999, all unpaid principal and accrued  interest is due and payable.  During the
first quarter of 1996, the Company  borrowed and repaid  $150,000 on its line of
credit facility.  At December 31, 1996, there was no outstanding  balance on the
credit facility.

     The  following  table  summarizes  the  Company's  ability to make  capital
improvements  to maintain  its  facilities  through the use of cash  provided by
operating activities. The remaining cash flow is available to the Company to pay
distributions to shareholders and repurchase its stock.
<TABLE>
<CAPTION>




                                                                        Years ended December 31,
                                                              ---------------------------------------------
                                                                 1996              1995              1994
                                                              ----------        ----------       ----------
<S>                                                           <C>               <C>              <C>       
Net income                                                    $1,439,000        $1,085,000       $1,074,000
Environmental cost                                                     -           156,000                -
Depreciation                                                     469,000           471,000          483,000
                                                              ----------        ----------       ----------
Funds from operations
     (Net cash provided by operating activities
     before changes in working capital components)             1,908,000         1,712,000        1,557,000
Capital improvements to maintain facilities                      (64,000)          (41,000)         (24,000)
                                                              ----------        ----------       ----------
Funds available for distributions to
     shareholders and repurchase of stock                      1,844,000         1,671,000        1,533,000
Cash distributions to shareholders                            (1,363,000)       (1,250,000)      (1,130,000)
                                                              ----------        ----------       ----------
Excess funds available for principal
     payments, cash distributions to
     shareholders and repurchase of stock                       $481,000          $421,000         $403,000
                                                              ==========        ==========       ==========
</TABLE>
     The Company believes that its rental revenues and interest and other income
will be  sufficient  over at least the next twelve  months to meet the Company's
operating expenses, capital improvements and distributions to shareholders.  For
1997,  the Company  anticipates  expending  approximately  $159,000  for capital
improvements.  During 1995, the Company's  property operator commenced a program
to enhance the visual appearance of the  mini-warehouse  facilities  operated by
it.  Such  enhancements   include  new  signs,   exterior  color  schemes,   and
improvements  to the rental offices.  The vast majority of the costs  associated
with these enhancements were incurred in 1995 and 1996.

     In February  1994,  the Company  purchased  10,000  common shares of Public
Storage,  Inc.  ("PSI"),  a publicly traded real estate  investment trust and an
affiliate of the Company, for $148,000.  The market value of these securities at
December  31, 1996 was  $310,000.  The Company  recognized  $9,000 in  dividends
during 1996 and 1995.

     The Company believes its geographically diverse portfolio has resulted in a
relatively stable and predictable investment portfolio.

     On November 12, 1996, the Company's  Board of Directors  declared a regular
quarterly  distribution  per share of $0.28.  In addition,  consistent  with the
Company's  REIT  distribution  requirements,  the  Company's  Board of Directors
declared  a special  distribution  of $0.47 per  share.  The  distributions  are
payable on January 15, 1997 to shareholders of record on December 31, 1996.

     In August 1995, the Management Agreement for the mini-warehouse  facilities
was amended to provide  that upon  demand  from PSI made prior to  December  15,
1995,  the Company  agreed to prepay (within 15 days after such demand) up to 12
months of  management  fees  (based on the  management  fees for the  comparable
period  during  the  calendar  year   immediately   preceding  such  prepayment)
discounted  at the rate of 14% per year to  compensate  for  early  payment.  In
November 1995, the Company prepaid,  to PSI, 8 months of 1996 management fees at
a cost of  $102,000.  The amount has been  expensed as  management  fees paid to
affiliate during 1996.

                                       16

<PAGE>
Distributions
-------------

     The  Company  has  established  a  conservative  distribution  policy.  The
aggregate  amount of dividends paid or accrued to the  shareholders in each year
since inception of the Company were as follows:


                    Series A             Series B                  Total
                  -----------           ------------            -------------
 1988                 $52,000             $4,000                    $56,000
 1989                 196,000             17,000                    213,000
 1990                 209,000             18,000                    227,000
 1991                 339,000             30,000                    369,000
 1992                 568,000             50,000                    618,000
 1993                 884,000             79,000                    963,000
 1994                 999,000             94,000                  1,093,000
 1995               1,243,000            129,000                  1,372,000
 1996               1,373,000            146,000                  1,519,000
                  -----------           ------------            -------------
 Total             $5,863,000           $567,000                 $6,430,000
                  ===========           ============            =============

     The  Convertible  Series  B shares  and  Convertible  Series C shares  will
convert  automatically  into  Series A shares on a  share-for-share  basis  (the
"Conversion")  when  (A) the  sum of (1)  all  cumulative  dividends  and  other
distributions  from  all  sources  paid  with  respect  to the  Series  A shares
(including liquidating distributions,  but not including payments made to redeem
such  stock  other  than in  liquidation)  and (2)  the  cumulative  Partnership
distributions  from all sources with respect to all units equals (B) the product
of $20  multiplied  by the  number of the then  outstanding  "Original  Series A
shares". The term "Original Series A shares" means the Series A shares issued in
the Reorganization. Through December 31, 1996, the Company has made and declared
cumulative cash  distributions of  approximately  $5,863,000 with respect to the
Series A shares. Accordingly, assuming no repurchases or redemptions of Series A
shares after  December  31,  1996,  Conversion  will occur when  $11,352,000  in
additional  distributions  with  respect to the Series A shares  have been made.

REIT DISTRIBUTION REQUIREMENT
-----------------------------

     The  Company  has  elected  and  intends to continue to qualify as REIT for
Federal  income tax  purposes.  As a REIT,  the Company  must meet,  among other
tests, sources of income,  share ownership,  and certain asset tests. As a REIT,
the  Company  is not  taxed  on that  portion  of its  taxable  income  which is
distributed to its shareholders provided that at least 95% of its taxable income
is so distributed to its shareholders  prior to filing the Company's tax return.
Under certain  circumstances,  the Company can rectify a failure to meet the 95%
distribution  test by  making  distributions  after  the  close of a  particular
taxable year and  attributing  those  distributions  to the prior year's taxable
income.  The Company has satisfied the REIT  distribution  requirement for 1994,
1995 and 1996 by attributing  distributions  in 1995, 1996 and 1997 to the prior
year's  taxable  income.  The extent to which the  Company  will be  required to
attribute distributions to the prior year will depend on the Company's operating
results  (taxable  income) and the level of  distributions  as determined by the
Board of  Directors.  The  primary  difference  between  book income and taxable
income is depreciation  expense. In 1996, the Company's Federal tax depreciation
was $296,000.

     The Company's  Board of Directors has authorized the Company to purchase up
to 300,000 shares of Series A common stock. As of December 31, 1996, the Company
had purchased and retired 184,140 shares of Series A common stock.


                                       17
<PAGE>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
          -------------------------------------------

     Company's financial statements are included elsewhere herein.  Reference is
made to the Index to Financial  Statements and Financial  Statement  Schedule in
Item 14(a).

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
          FINANCIAL DISCLOSURE.
          ---------------------------------------------------------------

     None.

                                    PART III.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
          -----------------------------------------------
     Incorporated  by  reference  herein is  information  required by this item,
which is to be included in an  amendment  on Form 10-K/A to this Form 10-K filed
within 120 days of the end of the Registrant's 1996 fiscal year.

ITEM 11.  EXECUTIVE COMPENSATION.
          ----------------------
     Incorporated  by  reference  herein is  information  required by this item,
which is to be included in an  amendment  on Form 10-K/A to this Form 10-K filed
within 120 days of the end of the Registrant's 1996 fiscal year.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
          --------------------------------------------------------------
     Incorporated  by  reference  herein is  information  required by this item,
which is to be included in an  amendment  on Form 10-K/A to this Form 10-K filed
within 120 days of the end of the Registrant's 1996 fiscal year.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
          ----------------------------------------------
     Incorporated  by  reference  herein is  information  required by this item,
which is to be included in an  amendment  on Form 10-K/A to this Form 10-K filed
within 120 days of the end of the Registrant's 1996 fiscal year.

                                    PART IV.

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
          ----------------------------------------------------------------
 
     (a)  List of Documents filed as part of the Report.
          1.   Financial  Statements:  See  Index to  Financial  Statements  and
               Financial Statement Schedule.
          2.   Financial Statement Schedules:  See Index to Financial Statements
               and Financial Statement Schedule.
          3.   Exhibits: See Exhibit Index contained herein.

     (b)  Reports on Form 8-K filed during the last quarter of the period ended
          December 31, 1996:
                None.

     (c)  Exhibits:
                See Exhibit Index contained herein.


                                       18
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.


                                            PUBLIC STORAGE PROPERTIES XX, INC.

Dated: March 27, 1997                       By:/s/ Harvey Lenkin
                                               --------------------------
                                               Harvey Lenkin, President

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

       Signature                                  Capacity                                 Date
-------------------------             ---------------------------------------         -------------------
<S>                                   <C>                                               <C> 
/s/ B. Wayne Hughes                   Chairman of the Board, Chief Executive            March 27, 1997
-------------------------               Officer and Director
B. Wayne Hughes                         (Principal Executive Officer)
                                    


/s/ Vern O. Curtis                    Director                                          March 27, 1997
-------------------------
Vern O. Curtis


/s/ Jack D. Steele                    Director                                          March 27, 1997
-------------------------
Jack D. Steele


/s/ David P. Singelyn                 Vice President and Chief Financial Officer        March 27, 1997
---------------------                   (Principal Financial Officer and
David P. Singelyn                       Principal Accounting Officer)

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                       PUBLIC STORAGE PROPERTIES XX, INC.

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


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

<S>                                                                                 <C>
Report of Independent Auditors                                                        F-1

Financial Statements and Schedule:

     Balance Sheets as of December 31, 1996 and 1995                                  F-2

     For each of the three years in the period ended December 31, 1996:

         Statements of Income                                                         F-3

         Statements of Shareholders' Equity                                           F-4

         Statements of Cash Flows                                                     F-5

     Notes to Financial Statements                                                 F-6 - F-9

Schedule for the years ended December 31, 1996, 1995 and 1994:

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

</TABLE>


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

<PAGE>
                         Report of Independent Auditors





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


We have audited the accompanying balance sheets of Public Storage Properties XX,
Inc. as of December  31, 1996 and 1995,  and the related  statements  of income,
shareholders'  equity and cash  flows for each of the three  years in the period
ended  December 31, 1996.  Our audits also  included the schedule  listed in the
index  at  item  14(a).   These  financial   statements  and  schedule  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Public Storage Properties XX,
Inc. at December 31, 1996 and 1995,  and the results of its  operations  and its
cash flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.  Also, in our opinion,
the related  financial  statement  schedule,  when considered in relation to the
basic  financial  statements  taken as a whole,  presents fairly in all material
respects the information set forth therein.




                                                           ERNST & YOUNG LLP


February 18, 1997
Los Angeles, California

                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                       PUBLIC STORAGE PROPERTIES XX, INC.
                                 BALANCE SHEETS
                           December 31, 1996 and 1995


                                                                                 1996                  1995
                                                                            -----------          -----------
                                     ASSETS
                                     ------
<S>                                                                            <C>                  <C>     
Cash and cash equivalents                                                      $881,000             $538,000
Marketable securities of affiliate,
     at market value (cost of $148,000)                                         310,000              190,000
Rent and other receivables                                                       40,000               28,000
Prepaid expenses                                                                 46,000              129,000

Real estate facilities at cost:
     Building, land improvements and equipment                               11,795,000           11,731,000
     Land                                                                     5,824,000            5,824,000
                                                                            -----------          -----------
                                                                             17,619,000           17,555,000

     Less accumulated depreciation                                           (3,170,000)          (2,701,000)
                                                                            -----------          -----------
                                                                             14,449,000           14,854,000
                                                                            -----------          -----------
Total assets                                                                $15,726,000          $15,739,000
                                                                            ===========          ===========


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


Accounts payable                                                               $383,000             $396,000
Dividends payable                                                               714,000              558,000
Advance payments from renters                                                    81,000               88,000

Shareholders' equity:
     Series A common, $.01 par value,
         1,393,165 shares authorized,
         860,734 shares issued and
         outstanding (870,734 shares
         issued and outstanding in 1995)                                          8,000                8,000
     Convertible Series B common, $.01 par
         value, 90,859 shares authorized,
         issued and outstanding                                                   1,000                1,000
     Convertible Series C common, $.01 par
         value, 257,432 shares authorized,
         issued and outstanding                                                   3,000                3,000

     Paid-in-capital                                                         15,634,000           15,823,000
     Cumulative net income                                                    5,170,000            3,731,000
     Cumulative distributions                                                (6,430,000)          (4,911,000)
     Unrealized gain in marketable securities                                   162,000               42,000
                                                                            -----------          -----------
     Total shareholders' equity                                              14,548,000           14,697,000
                                                                            -----------          -----------
Total liabilities and shareholders' equity                                  $15,726,000          $15,739,000
                                                                            ===========          ===========

</TABLE>
                             See accompanying notes.
                                       F-2

<PAGE>
<TABLE>
<CAPTION>

                       PUBLIC STORAGE PROPERTIES XX, INC.
                              STATEMENTS OF INCOME
                       For each of the three years in the
                         period ended December 31, 1996


                                                                   1996              1995             1994
                                                                 ----------       ----------       ----------

REVENUES:

<S>                                                              <C>              <C>              <C>       
Rental income                                                    $3,192,000       $2,913,000       $2,742,000
Dividends from marketable securities of affiliate                     9,000            9,000            9,000
Interest income                                                      25,000           34,000           48,000
                                                                 ----------       ----------       ----------
                                                                  3,226,000        2,956,000        2,799,000
                                                                 ----------       ----------       ----------


COSTS AND EXPENSES:

Cost of operations                                                1,045,000          969,000          969,000
Management fees paid to affiliate                                   169,000          175,000          164,000
Depreciation                                                        469,000          471,000          483,000
Administrative                                                      102,000          100,000          109,000
Interest expense                                                      2,000                -                -
Environmental cost                                                        -          156,000                -
                                                                 ----------       ----------       ----------
                                                                  1,787,000        1,871,000        1,725,000
                                                                 ----------       ----------       ----------
NET INCOME                                                       $1,439,000       $1,085,000       $1,074,000
                                                                 ==========       ==========       ==========


Primary earnings per share-Series A                                   $1.49            $1.06            $1.00
                                                                 ==========       ==========       ==========
Fully diluted earnings per share-Series A                             $1.18            $0.85            $0.81
                                                                 ==========       ==========       ==========

Dividends declared per share:
     Series A                                                         $1.59            $1.40            $1.03
                                                                 ==========       ==========       ==========
     Series B                                                         $1.59            $1.40            $1.03
                                                                 ==========       ==========       ==========
Weighted average Common shares outstanding:
     Primary- Series A                                              867,309          898,001          981,784
                                                                 ==========       ==========       ==========
     Fully diluted- Series A                                      1,215,600        1,246,292        1,330,075
                                                                 ==========       ==========       ==========

</TABLE>
                             See accompanying notes.
                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                       PUBLIC STORAGE PROPERTIES XX, INC.
                       STATEMENTS OF SHAREHOLDERS' EQUITY
                 For each of the three years in the period ended
                                December 31, 1996

                                                                                                                    
                                                                  Convertible                 Convertible           
                                        Series A                   Series B                    Series C             
                                  Shares        Amount       Shares        Amount        Shares        Amount       
                               -------------------------------------------------------------------------------------
<S>                               <C>             <C>            <C>           <C>          <C>           <C>       
Balances at December 31, 1993     1,009,534       $10,000        90,859        $1,000       257,432       $3,000    

Net income                                                                                                          
Repurchase of shares                (64,000)       (1,000)                                                          
Unrealized loss  
   in marketable securities                                                                                         

Cash distributions declared:  
$1.03 per share-Series A                                                                                            
$1.03 per share-Series B                                                                                            
                                 -----------------------------------------------------------------------------------
Balances at December 31, 1994       945,534         9,000        90,859         1,000       257,432        3,000    

Net income                                                                                                          
Repurchase of shares                (74,800)       (1,000)                                                          
Unrealized gain  
   in marketable securities                                                                                         

Cash distributions declared:  
$1.40 per share-Series A                                                                                            
$1.40 per share-Series B                                                                                            
                                 -----------------------------------------------------------------------------------
Balances at December 31, 1995       870,734         8,000        90,859         1,000       257,432        3,000    

Net income                                                                                                          
Repurchase of shares                (10,000)            -                                                           
Unrealized gain  
   in marketable securities                                                                                         

Cash distributions declared:  
$1.59 per share-Series A                                                                                            
$1.59 per share-Series B                                                                                            
                                 -----------------------------------------------------------------------------------
Balances at December 31, 1996       860,734        $8,000        90,859        $1,000       257,432       $3,000    
                                 ===================================================================================
</TABLE>
<TABLE>

                                                                         Unrealized
                                             Cumulative                  gain (loss)      Total
                                 Paid-in         net       Cumulative   in marketable shareholders'
                                 Capital       income     distributions  securities      equity
                               ---------------------------------------------------------------------
<S>                             <C>             <C>          <C>                  <C>   <C>        
Balances at December 31, 1993   $17,844,000     $1,572,000   ($2,446,000)         $0    $16,984,000

Net income                                       1,074,000                                1,074,000
Repurchase of shares               (875,000)                                               (876,000)
Unrealized loss  
   in marketable securities                                                   (4,000)        (4,000)

Cash distributions declared:  
$1.03 per share-Series A                                        (999,000)                  (999,000)
$1.03 per share-Series B                                         (94,000)                   (94,000)
                               -----------------------------------------------------------------------
Balances at December 31, 1994    16,969,000      2,646,000    (3,539,000)     (4,000)    16,085,000

Net income                                       1,085,000                                1,085,000
Repurchase of shares             (1,146,000)                                             (1,147,000)
Unrealized gain  
   in marketable securities                                                   46,000         46,000

Cash distributions declared:  
$1.40 per share-Series A                                      (1,243,000)                (1,243,000)
$1.40 per share-Series B                                        (129,000)                  (129,000)
                               -----------------------------------------------------------------------
Balances at December 31, 1995    15,823,000      3,731,000    (4,911,000)     42,000     14,697,000

Net income                                       1,439,000                                1,439,000
Repurchase of shares               (189,000)                                               (189,000)
Unrealized gain  
   in marketable securities                                                  120,000        120,000

Cash distributions declared:  
$1.59 per share-Series A                                      (1,373,000)                (1,373,000)
$1.59 per share-Series B                                        (146,000)                  (146,000)
                               -----------------------------------------------------------------------
Balances at December 31, 1996   $15,634,000     $5,170,000   ($6,430,000)   $162,000    $14,548,000
                               =======================================================================

</TABLE>
                             See accompanying notes.
                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                       PUBLIC STORAGE PROPERTIES XX, INC.
                            STATEMENTS OF CASH FLOWS
                       For each of the three years in the
                         period ended December 31, 1996
                                                                   1996           1995            1994
                                                                ----------      ----------     ----------
Cash flows from operating activities:

<S>                                                             <C>             <C>            <C>       
     Net income                                                 $1,439,000      $1,085,000     $1,074,000

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

     Depreciation                                                  469,000         471,000        483,000
     (Increase) decrease in rent and other receivables             (12,000)         (9,000)         9,000
     Increase in prepaid expenses                                  (19,000)         (2,000)        (1,000)
     Amortization (payment) of prepaid management fees             102,000        (102,000)             -
     (Decrease) increase in accounts payable                       (13,000)        182,000              -
     Increase (decrease) in advance payments from renters           (7,000)          4,000         (8,000)
                                                                ----------      ----------     ----------
         Total adjustments                                         520,000         544,000        483,000
                                                                ----------      ----------     ----------

         Net cash provided by operating activities               1,959,000       1,629,000      1,557,000
                                                                ----------      ----------     ----------

Cash flows from investing activities:

     Purchase of marketable securities of affiliate                      -               -       (148,000)
     Additions to real estate facilities                           (64,000)        (41,000)       (24,000)
                                                                ----------      ----------     ----------

         Net cash used in investing activities                     (64,000)        (41,000)      (172,000)
                                                                ----------      ----------     ----------

Cash flows from financing activities:


     Distributions paid to shareholders                         (1,363,000)     (1,250,000)    (1,130,000)
     Borrowing on credit facility                                  150,000               -              -
     Repayment of borrowing on credit facility                    (150,000)              -              -
     Purchase of Company Series A common stock                    (189,000)     (1,147,000)      (876,000)
                                                                ----------      ----------     ----------

         Net cash used in financing activities                  (1,552,000)     (2,397,000)    (2,006,000)
                                                                ----------      ----------     ----------

Net increase (decrease) in cash and cash equivalents               343,000        (809,000)      (621,000)

Cash and cash equivalents at the beginning of the year             538,000       1,347,000      1,968,000
                                                                ----------      ----------     ----------

Cash and cash equivalents at the end of the year                  $881,000        $538,000     $1,347,000
                                                                ==========      ==========     ==========

Supplemental schedule of non-cash
     investing and financing activities:

     (Increase) decrease in fair value of
         marketable securities of affiliate                      $(120,000)       $(46,000)        $4,000
                                                                ==========      ==========     ==========
     Unrealized gain (loss) on
         marketable securities of affiliate                       $120,000         $46,000        $(4,000)
                                                                ==========      ==========     ==========
</TABLE>
                             See accompanying notes.
                                       F-5
<PAGE>
                       PUBLIC STORAGE PROPERTIES XX, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1996

1.       DESCRIPTION OF BUSINESS

              Public Storage Properties XX, Inc. (the "Company") is a California
         corporation  which has elected to qualify as a real  estate  investment
         trust ("REIT") for Federal income tax purposes.  The Company  succeeded
         to  the  business  of  Public   Storage   Properties   XX,  Ltd.   (the
         "Partnership")  in a  reorganization  transaction  which was  effective
         August 27, 1991 (the "Reorganization").

              The Company owns and operates self-storage facilities.

              The term of the  Company  is until all  properties  have been sold
         and, in any event,  not later than December 31, 2038. The bylaws of the
         Company provide that, during 1999, unless  shareholders have previously
         approved such a proposal,  the  shareholders  will be presented  with a
         proposal to approve or  disapprove  (a) the sale or financing of all or
         substantially  all of the  properties and (b) the  distribution  of the
         proceeds  from  such  transaction  and,  in the  case  of a  sale,  the
         liquidation of the Company.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation:

              Certain  prior year  amounts  have been  reclassified  in order to
         conform with the 1996 presentation.

         Income Taxes:

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

         Statements of Cash Flows:

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

         Real Estate Facilities:

              Cost  of  land  includes  appraisal  and  legal  fees  related  to
         acquisition  and  closing  costs.  Buildings,   land  improvements  and
         equipment  reflect costs incurred through December 31, 1996 and 1995 to
         develop  mini-warehouse   facilities.   The  mini-warehouse  facilities
         provide   self-service   storage   spaces  for  lease,   usually  on  a
         month-to-month   basis,  to  the  general  public.  The  buildings  and
         equipment are  depreciated  on the  straight-line  basis over estimated
         useful lives of 25 and 5 years, respectively.

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


                                      F-6
<PAGE>


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Real Estate Facilities (continued):

              At  December  31,  1996,  the  basis  of  real  estate  facilities
         (excluding land) for Federal income tax purposes (after  adjustment for
         accumulated depreciation of $1,947,000) is $9,246,000.

         Revenue Recognition:

              Property rents are recognized as earned.

         Investment in Affiliate:

              In February  1994, the Company  purchased  10,000 common shares of
         Public Storage,  Inc. (PSI), a publicly traded REIT and an affiliate of
         the Company, for $148,000.  The Company has designated its portfolio of
         marketable  securities  as being  available for sale.  Accordingly,  at
         December 31, 1996 and 1995,  the Company has  recorded  the  marketable
         securities  at fair value,  based upon the closing  quoted price of the
         securities  at  December  31,  1996  and  1995,   and  has  recorded  a
         corresponding   unrealized   gain   totaling   $120,000   and  $46,000,
         respectively, in shareholders' equity. The Company recognized $9,000 in
         dividends in 1996, 1995 and 1994.

         Net Income Per Share:

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

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

         Use of Estimates:

              The  preparation  of the financial  statements in conformity  with
         generally accepted  accounting  principles  requires management to make
         estimates  and  assumptions  that  affect the  amounts  reported in the
         financial  statements  and  accompanying  notes.  Actual  results could
         differ from those estimates.

         Environmental Cost:

              Substantially all of the Company's  facilities were acquired prior
         to  the  time  that  it  was   customary   to   conduct   environmental
         investigations  in connection  with property  acquisitions.  During the
         fourth quarter of 1995, the Company completed environmental assessments
         of its  properties  to evaluate  the  environmental  condition  of, and
         potential   environmental   liabilities  of  such   properties.   These
         assessments were performed by an independent  environmental  consulting
         firm. Based on the assessments,  the Company expensed  $156,000 in 1995
         for known environmental remediation requirements. Although there can be
         no   assurance,   the  Company  is  not  aware  of  any   environmental
         contamination of any of its property sites which individually or in the
         aggregate  would  be  material  to  the  Company's   overall  business,
         financial condition, or results of operations.

3.       RELATED PARTY TRANSACTIONS

              The Company has a Management  Agreement with Public Storage,  Inc.
         ("PSI").   Under  the  terms  of  the   agreement,   PSI  operates  the
         mini-warehouse  facilities  for a fee  equal  to 6% of the  facilities'
         monthly gross revenue (as defined).


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

              The Management  Agreement,  as amended in February 1995,  provides
         that the  agreement  will  expire in  February  2002  provided  that in
         February of each year it shall be  automatically  extended for one year
         (thereby  maintaining a seven-year  term) unless either party  notifies
         the other that the Management Agreement is not being extended, in which
         case  it  expires,  on the  first  anniversary  of its  then  scheduled
         expiration  date.  The  Management  Agreement may also be terminated by
         either party for cause, but if terminated for cause by the Company, the
         Company retains the rights to use the service marks and related designs
         until the then scheduled expiration date, if applicable, or otherwise a
         date seven years after such termination.

              In August 1995,  the Management  Agreement for the  mini-warehouse
         facilities  was amended to provide that upon demand from PSI made prior
         to December  15,  1995,  the Company  agreed to prepay  (within 15 days
         after such  demand) up to 12 months of  management  fees  (based on the
         management  fees for the  comparable  period  during the calendar  year
         immediately  preceding such  prepayment)  discounted at the rate of 14%
         per year to compensate for early payment. In November 1995, the Company
         prepaid,  to  PSI,  8  months  of  1996  management  fees  at a cost of
         $102,000.  The  amount has been  expensed  as  management  fees paid to
         affiliate during 1996.

4.       SHAREHOLDERS' EQUITY

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

              The Convertible  Series B shares and  Convertible  Series C shares
         will convert  automatically  into Series A shares on a  share-for-share
         basis  (the  "Conversion")  when  (A)  the  sum of (1)  all  cumulative
         dividends and other distributions from all sources paid with respect to
         the  Series  A shares  (including  liquidating  distributions,  but not
         including payments made to redeem such stock other than in liquidation)
         and (2) the cumulative Partnership  distributions from all sources with
         respect to all units  equals (B) the product of $20  multiplied  by the
         number of the then  outstanding  "Original  Series A shares".  The term
         "Original  Series A  shares"  means the  Series A shares  issued in the
         Reorganization.  Through  December 31,  1996,  the Company has made and
         declared cumulative cash distributions of approximately $5,863,000 with
         respect to the Series A shares. Accordingly, assuming no repurchases or
         redemptions of Series A shares after December 31, 1996, Conversion will
         occur when $11,352,000 in additional  distributions with respect to the
         Series A shares have been made.

              Assuming  liquidation  of the  Company  at its net  book  value at
         December 31, 1996 and 1995,  each Series of common shares would receive
         the following as a liquidating distribution:

 
                                                      1996              1995
                                                 ------------     ------------
          Series A                                $13,626,000      $14,190,000
          Convertible Series B                        241,000          132,000
          Convertible Series C                        681,000          375,000
                                                 ------------     ------------
          Total                                   $14,548,000      $14,697,000
                                                 ============     ============


              The Series A shares,  Convertible  Series B shares and Convertible
         Series  C  shares  have  equal  voting  rights.   The  holders  of  the
         Convertible  Series B and  Convertible  Series C shares  have agreed to
         vote along with the majority of the unaffiliated  Series A shareholders
         on  matters  other  than  control  of the  Company  and  its  business.

                                      F-8

<PAGE>
4.       SHAREHOLDERS' EQUITY (CONTINUED)

              The  Company's  Board of Directors has  authorized  the Company to
         purchase up to 300,000  shares of the Company's  Series A common stock.
         As of December 31, 1996, the Company had purchased and retired  184,140
         shares  of Series A common  stock,  of which  10,000  and  74,800  were
         purchased and retired in 1996 and 1995, respectively.

              For Federal income tax purposes, all distributions declared by the
         Board of Directors in 1996, 1995 and 1994 were ordinary income.

5.       NOTE PAYABLE TO BANK

              The Company has an unsecured revolving credit facility with a bank
         for  borrowings  up to $750,000  for working  capital  purposes  and to
         repurchase the Company's  stock.  Outstanding  borrowings on the credit
         facility,  at the Company's option,  bear interest at either the bank's
         prime rate plus .25% or the bank's  LIBOR rate plus 2.25%.  Interest is
         payable  monthly  until  maturity.  On December  31,  1999,  all unpaid
         principal and accrued interest is due and payable.

              During the first quarter of 1996, the Company  borrowed and repaid
         $150,000 on its line of credit  facility.  At December 31, 1996,  there
         was no outstanding balance on the credit facility.

              Under  covenants  of  the  credit  facility,  the  Company  is (1)
         required to maintain a ratio of  liabilities to assets (as defined) for
         each  fiscal  quarter  of not  more  than .3 to 1.0,  (2)  required  to
         maintain a debt coverage  ratio (as defined) for each fiscal quarter of
         not less than 8 times the debt  service,  (3)  required  to  maintain a
         fixed charge coverage ratio (as defined) for each fiscal quarter of not
         less  than  1.0  to  1.0  and  (4)   required  to  maintain  a  minimum
         shareholder's  equity  (as  defined)  for each  fiscal  quarter  of $10
         million.

6.       QUARTERLY RESULTS (UNAUDITED)

              The  following  is a summary  of  unaudited  quarterly  results of
         operations:
<TABLE>
<CAPTION>


                                                                             Three months ended
                                                         ----------------------------------------------------------
                                                          March 1996       June 1996      Sept. 1996      Dec. 1996
                                                         ------------     ----------     ------------    ----------
<S>                                                        <C>             <C>            <C>             <C>     
           Revenues                                        $755,000        $793,000       $836,000        $842,000
                                                         ------------     ----------     ------------    ----------
           Expenses                                         464,000         423,000        423,000         477,000
                                                         ------------     ----------     ------------    ----------
           Net income                                      $291,000        $370,000       $413,000        $365,000
                                                         ============     ==========     ============    ==========
           Primary earnings per share- Series A               $0.31           $0.39          $0.45           $0.34
                                                         ============     ==========     ============    ==========
           Fully diluted earnings per share- Series A         $0.24           $0.30          $0.34           $0.30
                                                         ============     ==========     ============    ==========



                                                                            Three months ended
                                                         ----------------------------------------------------------
                                                          March 1995       June 1995      Sept. 1995      Dec. 1995
                                                         ------------     ----------     ------------    ----------
           Revenues                                        $701,000        $728,000       $764,000        $763,000
                                                         ------------     ----------     ------------    ----------
           Expenses                                         405,000         411,000        423,000         632,000
                                                         ------------     ----------     ------------    ----------
           Net income                                      $296,000        $317,000       $341,000        $131,000
                                                         ============     ==========     ============    ==========
           Primary earnings per share- Series A               $0.29           $0.33          $0.35           $0.09
                                                         ============     ==========     ============    ==========
           Fully diluted earnings per share- Series A         $0.23           $0.26          $0.27           $0.09
                                                         ============     ==========     ============    ==========

</TABLE>

                                      F-9
<PAGE>
<TABLE>
<CAPTION>
                       PUBLIC STORAGE PROPERTIES XX, INC.
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION

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

   <S>       <C>                              <C>           <C>                <C>          <C>        
    4/89      Cleveland / W 117th                -           $1,010,000    $1,467,000         $104,000 
    9/89      Los Angeles / Airdrome St          -              361,000     1,506,000           12,000 
    7/89      Aurora / Farnsworth                -            2,811,000     2,013,000          100,000 
    11/89     Santa Rosa / Hopper                -              714,000     1,614,000           40,000 
    12/89     Golden Valley / Winnetka           -              165,000     1,247,000           14,000 
    11/90     St Louis / Benham                  -              534,000     1,672,000          266,000 
    7/91      Chicago/S Chicago Ave.             -              222,000     1,563,000          184,000 
                                          -------------------------------------------------------------
                                                 -           $5,817,000   $11,082,000         $720,000 
                                          =============================================================
</TABLE>
<TABLE>
<CAPTION>


                                                                                                          
                                           Gross Carrying Amount At December 31, 1996                        Life on Which
                                          -------------------------------------------                       Depreciation in
                                                             Bldg., Land                                     Latest Income
    Date                                                       Imp &                         Accumulated     Statements is
  Completed           Description              Land          Equipment        Total          Depreciation      Computed
---------------------------------------------------------------------------------------------------------------------------
Mini-warehouses:

   <S>       <C>                               <C>            <C>                <C>           <C>       
    4/89      Cleveland / W 117th             $1,010,000      $1,571,000     $2,581,000         ($474,000)    5-25 Years
    9/89      Los Angeles / Airdrome St          361,000       1,518,000      1,879,000          (449,000)    5-25 Years
    7/89      Aurora / Farnsworth              2,811,000       2,113,000      4,924,000          (608,000)    5-25 Years
    11/89     Santa Rosa / Hopper                714,000       1,654,000      2,368,000          (485,000)    5-25 Years
    12/89     Golden Valley / Winnetka           165,000       1,261,000      1,426,000          (361,000)    5-25 Years
    11/90     St Louis / Benham                  534,000       1,938,000      2,472,000          (403,000)    5-25 Years
    7/91      Chicago/S Chicago Ave.             229,000       1,740,000      1,969,000          (390,000)    5-25 Years
                                          -----------------------------------------------------------------
                                              $5,824,000     $11,795,000    $17,619,000       ($3,170,000)
                                          =================================================================

</TABLE>
                                      F-10

<PAGE>
<TABLE>
<CAPTION>
                       PUBLIC STORAGE PROPERTIES XX, INC.
                           REAL ESTATE RECONCILIATION
                            SCHEDULE III (CONTINUED)

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

                              COSTS RECONCILIATION


                                                                            Years Ended December 31,
                                                         ----------------------------------------------------------------
                                                                 1996                 1995                 1994
                                                         ----------------------------------------------------------------

<S>                                                            <C>                  <C>                  <C>        
Balance at the beginning of the period                         $17,555,000          $17,514,000          $17,490,000

Additions during the period:

  Improvements                                                      64,000               41,000               24,000

Deductions during the period                                             -                    -                    -
                                                         ----------------------------------------------------------------

Balance at the close of the period                             $17,619,000          $17,555,000          $17,514,000
                                                         ================================================================


                     ACCUMULATED DEPRECIATION RECONCILIATION


                                                                            Years Ended December 31,
                                                         ----------------------------------------------------------------
                                                                 1996                 1995                 1994
                                                         ----------------------------------------------------------------
Balance at the beginning of the period                          $2,701,000           $2,230,000           $1,747,000

Additions during the period:

  Depreciation                                                     469,000              471,000              483,000

Deductions during the period                                             -                    -                    -
                                                         ----------------------------------------------------------------

Balance at the close of the period                              $3,170,000           $2,701,000           $2,230,000
                                                         ================================================================

</TABLE>

(b) The aggregate  depreciable cost of real estate (excluding land) for Federal
    income tax purposes is $11,193,000.

                                      F-11

<PAGE>
                       PUBLIC STORAGE PROPERTIES XX, INC.

                                  EXHIBIT INDEX
                                  (Item 14(c))

3.1       Articles of  Incorporation.  Previously  filed with the Securities and
          Exchange  Commission as an exhibit to the  Company's  Annual Report on
          Form 10-K for the year ended December 31, 1991 and incorporated herein
          by reference.

3.2       Certificate  of  Amendment  of Articles of  Incorporation.  Previously
          filed with the Securities and Exchange Commission as an exhibit to the
          Company's  Annual Report on Form 10-K for the year ended  December 31,
          1992 and incorporated herein by reference.

3.3       Amended and Restated Bylaws.  Previously filed with the Securities and
          Exchange  Commission as an exhibit to the  Company's  Annual Report on
          Form 10-K for the year ended December 31, 1991 and incorporated herein
          by reference.

3.4       Amendments to Bylaws Adopted on July 30, 1992.  Previously  filed with
          the Securities and Exchange  Commission as an exhibit to the Company's
          Annual  Report on Form 10-K for the year ended  December  31, 1992 and
          incorporated herein by reference.

10.1      Amended  Management  Agreement  dated  February  21, 1995  between the
          Company and Public Storage Management,  Inc. Previously filed with the
          Securities  and  Exchange  Commission  as an exhibit to the  Company's
          Annual  Report on Form 10-K for the year ended  December  31, 1994 and
          incorporated herein by reference.

10.2      Amendment to Amended Management Agreement dated August 8, 1995 between
          the Company,  Public Storage  Management,  Inc. and Storage  Equities,
          Inc.  Previously filed with the Securities and Exchange  Commission as
          an  exhibit  to the  Company's  Quarterly  Report on Form 10-Q for the
          period ended September 30, 1995 and incorporated herein by reference.

10.3      Revolving  Note and Loan  Agreement  between the Company and The First
          National  Bank of Boston  dated as of December  29,  1995.  Previously
          filed with the Securities and Exchange Commission as an exhibit to the
          Company's  Annual Report on Form 10-K for the year ended  December 31,
          1995 and incorporated herein by reference.

27        Financial Data Schedule. Filed herewith.