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

                               FORM 10-K/A

                             AMENDMENT NO. 1


   [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:         1-10837
                                        -------

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

        California                        95-4300885
        ----------                        ----------
   (State or other jurisdiction of        (I.R.S. Employer
    incorporation or organization)        Identification Number)

   701 Western Avenue
   Glendale, California                        91201-2397
   ---------------------------------------     ----------
   (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:

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

   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.   [ X ] Yes   [   ] No

   Item 10. Directors and Executive Officers of the Company.
            ------------------------------------------------

             Public Storage Properties XV, Inc. (the "Company") was formed
   in December 1990 for the purpose of succeeding to the business of Public
   Storage Properties XV, Ltd. (the "Partnership") in a reorganization
   transaction (the "Reorganization").  The Partnership's general partners
   (the "General Partners") were PSI Associates II, Inc. and B. Wayne Hughes. 
   The Reorganization was effective on September 5, 1991 and subsequently,
   the Partnership was dissolved.  The Company has elected to be taxed as a
   real estate investment trust ("REIT") for federal income tax purposes.

             In 1995, there were a series of mergers among Public Storage
   Management, Inc. (which was the Company's mini-warehouse property
   operator) ("PSMI"), Public Storage, Inc. and their affiliates, culminating
   in the November 16, 1995 merger (the "PSMI Merger") of PSMI into Storage
   Equities, Inc.  As a result of the PSMI Merger, Storage Equities, Inc. was
   renamed Public Storage, Inc. ("PSI") and PSI acquired substantially all of
   the United States real estate operations of PSMI and became the operator
   of the Company's mini-warehouse properties.

             Set forth below is information regarding the directors and
   executive officers of the Company:

         Name                      Positions

   B. Wayne Hughes                 Chairman of the Board and Chief Executive
                                   Officer

   Harvey Lenkin                   President

   David P. Singelyn               Vice President and Chief Financial Officer

   David Goldberg                  Vice President and General Counsel

   A. Timothy Scott                Vice President and Tax Counsel

   Obren B. Gerich                 Vice President and Secretary

   Hugh W. Horne                   Vice President

   Vern O. Curtis                  Director

   Jack D. Steele                  Director

             B. Wayne Hughes, age 63, has been Chairman of the Board and
   Chief Executive Officer of the Company since its inception in 1990.  Mr.
   Hughes has been Chairman of the Board and Chief Executive Officer since
   1990 of Public Storage Properties XI, Inc., Public Storage Properties XIV,
   Inc., Public Storage Properties XVI, Inc., Public Storage Properties XVII,
   Inc., Public Storage Properties XVIII, Inc., Public Storage Properties
   XIX, Inc. and Public Storage Properties XX, Inc. (collectively, the
   "Public Storage REITs"), real estate investment trusts organized by an
   affiliate of PSMI.  He has been a director of PSI, the Company's mini-
   warehouse property operator, since its organization in 1980 and was
   President and Co-Chief Executive Officer from 1980 until November 1991
   when he became Chairman of the Board and sole Chief Executive Officer. 
   Mr. Hughes was an officer and director of affiliates of PSMI and a
   director of PSMI until November 1995.  From 1989-90 until the respective
   dates of merger, he was Chairman of the Board and Chief Executive Officer
   of Public Storage Properties VI, Inc., Public Storage Properties VII,
   Inc., Public Storage Properties VIII, Inc., Public Storage Properties IX,
   Inc. ("PSP9"), Public Storage Properties X, Inc. ("PSP10"), Public Storage
   Properties XII, Inc. ("PSP12"), PS Business Parks, Inc. ("PSBP"), Partners
   Preferred Yield, Inc. ("PPY"), Partners Preferred Yield II, Inc. ("PPY2"),
   Partners Preferred Yield III, Inc. ("PPY3") and Storage Properties, Inc.
   ("SPI") (collectively, the "Merged Public Storage REITs"), affiliated
   REITs that were merged into PSI between September 1994 and December 1996. 
   He has been active in the real estate investment field for over 25 years.

             Harvey Lenkin, age 60, has been President of the Company since
   its inception in 1990.  He has been President of the Public Storage REITs
   since 1990.  Mr. Lenkin became President and a director of PSI in November
   1991.  He was an officer and director of PSMI and its affiliates until
   November 1995.  Mr. Lenkin was President of the Merged Public Storage
   REITs from 1989-90 until the respective dates of merger and was also a
   director of SPI from 1989 until June 1996.

             David P. Singelyn, age 35, a certified public accountant, was
   Controller of the Company from November 1995 until December 1996 when he
   became Vice President and Chief Financial Officer.  Mr. Singelyn was
   Controller of the Public Storage REITs from November 1995 until December
   1996 when he became Vice President and Chief Financial Officer.  In
   November 1995, he became Vice President and Treasurer of PSI.  Mr.
   Singelyn was employed by affiliates of PSMI from 1989 until November 1995. 
   He was Vice President and Controller of SPI from 1991 until June 1996. 
   From 1987 to 1989, Mr. Singelyn was Controller of Winchell's Donut Houses,
   L.P.

             David Goldberg, age 47, became Vice President and General
   Counsel of the Company in December 1995.  Mr. Goldberg became Senior Vice
   President and General Counsel of PSI in November 1995 and Vice President
   and General Counsel of the Public Storage REITs in December 1995.  He
   joined PSMI's legal staff in June 1991, rendering services on behalf of
   PSI, PSMI, the Company and the Public Storage REITs.  From December 1982
   until May 1991, he was a partner in the law firm of Sachs & Phelps, then
   counsel to PSI and PSMI.

             A. Timothy Scott, age 45, became Vice President and Tax Counsel
   of the Company in November 1996.  Mr. Scott became Senior Vice President
   and Tax Counsel of PSI and Vice President and Tax Counsel of the Public
   Storage REITs in November 1996.  From June 1991 until joining PSI, he
   practiced tax law as a shareholder of the law firm of Heller, Ehrman,
   White & McAuliffe, counsel to PSI and PSMI.  Prior to June 1991, his
   professional corporation was a partner in the law firm of Sachs & Phelps,
   then counsel to PSI and PSMI.

             Obren B. Gerich, age 58, a certified public accountant, has been
   Vice President and Secretary of the Company since its inception in 1990
   and was Chief Financial Officer until November 1995.  Mr. Gerich has been
   Vice President and Secretary of the Public Storage REITs since 1990 and
   was Chief Financial Officer until November 1995.  He has been a Vice
   President of PSI since 1980, became Senior Vice President of PSI in
   November 1995 and was Chief Financial Officer of PSI until November 1991. 
   Mr. Gerich was an officer and director of PSMI and its affiliates until
   November 1995.  He was Vice President and Secretary of the Merged Public
   Storage REITs from 1989-90 until the respective dates of merger.

             Hugh W. Horne, age 52, has been a Vice President of the Company
   and of the Public Storage REITs since June 1993.  Mr. Horne has been a
   Vice President of PSI since 1980 and was Secretary of PSI from 1980 until
   February 1992 and became Senior Vice President of PSI in November 1995. 
   He is responsible for managing all aspects of property acquisition for
   PSI.  Mr. Horne was an officer and director of affiliates of PSMI and an
   officer of PSMI until November 1995.  He was a Vice President of SPI from
   1989 until June 1996 and of the other Merged Public Storage REITs from
   June 1993 until the respective dates of merger.

             Vern O. Curtis, age 62, Chairman of the Audit Committee, is a
   private investor.  Mr. Curtis has been a director of the Company since its
   inception in 1990.  Mr. Curtis has also been a director of the Public
   Storage REITs since 1990.  Mr. Curtis is also a director of the Pimco
   Funds, Pimco Commercial Mortgage Securities Trust, Inc. and Fresh Choice,
   Inc.  He was a director of the Merged Public Storage REITs from 1989-90
   until the respective dates of merger.  Mr. Curtis was Dean of Business
   School of Chapman College from 1988 to 1990 and President and Chief
   Executive Officer of Denny's, Inc. from 1980 to 1987.

             Jack D. Steele, age 73, a member of the Audit Committee, has
   been a director of the Company since its inception in 1990.  Mr. Steele
   has also been a director of the Public Storage REITs since 1990.  He is
   also a director of Rohr, Inc.  Mr. Steele is a business consultant.  He
   was a director of the Merged Public Storage REITs from 1989-90 until the
   respective dates of merger.  Mr. Steele was Chairman - Board Services of
   Korn/Ferry International from 1986 to 1988 and Dean of School of Business
   and Professor at the University of Southern California from 1975 to 1986.

   Item 11.  Executive Compensation.
             -----------------------

   Compensation of Directors
   -------------------------

             Each of the Company's directors, other than B. Wayne Hughes,
   receives director's fees of $2,000 per year plus $200 for each meeting
   attended.  In addition, each of the members of the Audit Committee
   receives $100 for each meeting of the Audit Committee attended.  The
   policy of the Company is to reimburse directors for reasonable expenses.

   Compensation of Executive Officers
   ----------------------------------

             Set forth below is certain compensation relating to B. Wayne
   Hughes, the Company's Chief Executive Officer.  The Company has no
   executive officer who earned $100,000 or more in 1996 for services
   rendered to the Company.

                          Summary Compensation Table

                                                      Annual Compensation

   Name and Principal Position            Year             Salary

   B. Wayne Hughes                        1996             $1,000
   Chairman of the Board and              1995              1,000
     Chief Executive Officer              1994              1,000

         COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

             The Company does not have a compensation committee.  Mr. Hughes,
   the Chief Executive Officer of the Company, is a member of the Board of
   Directors.  Mr. Hughes is a director and the chief executive officer of
   the seven Public Storage REITs (and during all or part of 1996, Mr. Hughes
   was a director and the chief executive officer of PSP9, PSP10, PSP12,
   PSBP, PPY, PPY2 and PPY3).  Mr. Hughes also is the chief executive officer
   and a director of PSI, of which Harvey Lenkin, President of the Company,
   is the president and a director (and until June 1996, Mr. Hughes was also
   a director and the chief executive officer of SPI, of which Mr. Lenkin was
   the president and a director).  Neither PSI nor any of the seven Public
   Storage REITs has (nor did PSP9, PSP10, PSP12, PSBP, PPY, PPY2, PPY3 or
   SPI have) a compensation committee.

   Certain Relationships and Related Transactions
   ----------------------------------------------

             Management Agreements.  The Company has a Management Agreement
   with PSI pursuant to which the Company pays PSI a fee of 6% of the gross
   revenues of the mini-warehouse spaces operated for the Company.  During
   1996, the Company paid or accrued fees of $169,000 to PSI pursuant to the
   Management Agreement, exclusive of the prepayment made by the Company to
   PSI in November 1995 of eight months of 1996 management fees at a cost of
   $279,000.

             Through 1996, the Company's commercial properties were managed
   by Public Storage Commercial Properties Group, Inc. ("PSCP") pursuant to a
   Management Agreement which provides for the payment of a fee by the
   Company of 5% of the gross revenues of the commercial space operated for
   the Company.  During 1996, the Company paid or accrued $15,000 to PSCP
   pursuant to the Management Agreement.  PSI has a 95% economic interest in
   PSCP (represented by nonvoting preferred stock) and B. Wayne Hughes and
   members of his family (the "Hughes Family") had a 5% economic interest in
   PSCP (represented by voting common stock) until December 1996, when the
   Hughes Family sold its interest to Ronald L. Havner, Jr., formerly Senior
   Vice President and Chief Financial Officer of PSI, who became the Chief
   Executive Officer of PSCP.  PSCP issued additional voting common stock to
   two other unaffiliated investors.  In January 1997, American Office Park
   Properties, L.P. ("AOPPLP") became the manager of the Company's commercial
   properties pursuant to the Management Agreement.  AOPPLP is an operating
   partnership formed to own and operate business parks in which PSI has an
   approximate 85% economic interest.  The general partner of AOPPLP is PSCP,
   now known as American Office Park Properties, Inc.

             Each Management Agreement, as amended in February 1995, provides
   that 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.  Each Management Agreement may also be terminated by either party
   for cause.

             Proposed Merger.  In December 1996, the Company and PSI agreed,
   subject to certain conditions, to merge.  Upon the merger, each
   outstanding share of the Company's Common Stock Series A (other than
   shares held by PSI or by holders of the Company's Common Stock Series A
   ("Series A Shareholders") who have properly exercised dissenters' rights
   under California law ("Dissenting Shares")) will be converted into the
   right to receive cash, PSI common stock or a combination of the two, as
   follows:  (i) with respect to a certain number of shares of the Company's
   Common Stock Series A (not to exceed 20% of the outstanding Common Stock
   Series A of the Company, less any Dissenting Shares), upon a Series A
   Shareholder's election, $21.99 in cash, subject to reduction as described
   below or (ii) that number (subject to rounding) of shares of PSI common
   stock determined by dividing $21.99, subject to reduction as described
   below, by the average of the per share closing prices on the New York
   Stock Exchange of PSI common stock during the 20 consecutive trading days
   ending on the fifth trading day prior to the special meeting of the
   Company's shareholders.  The consideration paid by PSI to the Series A
   Shareholders in the merger will be reduced by the amount of cash
   distributions required to be paid to the Series A Shareholders by the
   Company prior to completion of the merger (estimated at $1.23 per share)
   in order to satisfy the Company's REIT distribution requirements
   ("Required REIT Distributions").  The consideration received by the Series
   A Shareholders in the merger, however, along with any Required REIT
   Distributions, will not be less than $21.99 per share of the Company's
   Common Stock Series A, which amount represents the interest of the
   Series A Shareholders in the market value of the Company's real estate
   assets at October 31, 1996 (based on an independent appraisal) and the
   interest of the Series A Shareholders in the estimated net asset value of
   its other assets at March 31, 1997.  Additional distributions will be made
   to the Series A Shareholders to cause the Company's estimated net asset
   value allocable to the Series A Shareholders as of the date of the merger
   to be substantially equivalent to $21.99 per share.  Upon the merger, each
   share of the Company's Common Stock Series B and Common Stock Series C
   (other than shares held by PSI) would be converted into the right to
   receive $12.63 in PSI common stock (valued as in the case of the Company's
   Common Stock Series A) plus (i) any additional distributions equal to the
   amount by which the Company's estimated net asset value allocable to the
   holders of the Company's Common Stock Series B and C as of the date of the
   merger exceeds $12.63 per share and (ii) the estimated Required REIT
   Distributions payable to the holders of the Company's Common Stock
   Series B of $1.23 per share.  The common stock of the Company held by PSI
   will be canceled in the merger.  The merger is conditioned on, among other
   requirements, approval by the Company's shareholders.  It is expected that
   the merger will close in April 1997.  PSI owns 34.9% of the total combined
   shares of the Company's Common Stock Series A, B and C (the "Total Company
   Common Stock").  The Company's executive officers and directors own 4.5%
   of the Total Company Common Stock and members of B. Wayne Hughes' family
   own an additional 4.1% of the Total Company Common Stock.

   Item 12.  Security Ownership of Certain Beneficial Owners and Management.
             ---------------------------------------------------------------

   Security Ownership of Certain Beneficial Owners
   -----------------------------------------------

             The following table sets forth information with respect to the
   only person known to the Company to be the beneficial owner of more than
   5% of the Company's outstanding shares of Common Stock Series A, Common
   Stock Series B and Common Stock Series C (the "Common Stock") (or Common
   Stock Series A):

                                        Shares of Common Stock,
                                        $.01 Par Value,
                                        Beneficially Owned as of
                                        March 31, 1997(1)
                                        ---------------------------------
                                        Number
   Name and Address                     of Shares(2)(3)          Percent

   PSI                                  A:   501,760(4)          A: 23.5%
   701 Western Avenue, Suite 200        B:   138,655(4)          B: 59.6%
   Glendale, California 91201-2397      C:   416,079(4)          C: 63.1%
                                           ---------                ----
                                           1,056,494(4)(5)          34.9%
   _______________

   (Footnotes to the table are set forth following the table under "Security
   Ownership of Management" below).

   Security Ownership of Management
   --------------------------------

             The following table sets forth information concerning the
   security ownership of each director of the Company (including B. Wayne
   Hughes, the only executive officer named under Item 11) and of all
   directors and executive officers of the Company as a group:

                                        Shares of Common Stock,
                                        $.01 Par Value,
                                        Beneficially Owned as of
                                        March 31, 1997(1)
                                        ---------------------------------
                                        Number
   Name                                 of Shares(2)(3)          Percent

   B. Wayne Hughes                      A:       535(6)              (7)

   Vern O. Curtis                       A:       500                 (7)

   Jack D. Steele                       A:       400(8)              (7)

   All Directors and Executive          A:     3,335(6)(8)(9)    A:  0.2%
    Officers as a Group                 B:    40,983             B: 17.6%
    (nine persons)                      C:    92,896             C: 14.1%
                                             -------                ----
                                             137,214(5)(6)(8)(9)     4.5%
   _______________

   (1) Except as otherwise indicated and subject to applicable community
       property and similar statutes, the persons listed as beneficial owners
       of the shares have sole voting and investment power with respect to
       the shares.

   (2) Capital letters "A", "B" and "C" denote share information with respect
       to Common Stock Series A, Common Stock Series B and Common Stock
       Series C, respectively.

   (3) The Company's Articles of Incorporation provide that the Common Stock
       Series B and Common Stock Series C will convert automatically into
       Common Stock Series A on a share-for-share basis when (A) the sum of
       (1) all cumulative dividends and other distributions from all sources
       paid with respect to the Common Stock Series A (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 Partnership units
       (including the General Partners' 1% interest) equals (B) the product
       of $20 multiplied by the number of then outstanding "Original Series A
       Shares."  The term "Original Series A Shares" means the shares of
       Common Stock Series A issued in the Reorganization.

   (4) Includes (i) 501,225 shares of Common Stock Series A, 138,655 shares
       of Common Stock Series B and 416,079 shares of Common Stock Series C
       owned by PSI as to which PSI has sole voting and dispositive power and
       (ii) 535 shares of Common Stock Series A which PSI has an option to
       acquire (together with other securities) from B. Wayne Hughes as
       trustee of the B.W. Hughes Living Trust and as to which PSI has sole
       voting power (pursuant to an irrevocable proxy) and no dispositive
       power.

   (5) Includes Common Stock Series A, Common Stock Series B and Common Stock
       Series C.

   (6) Includes 535 shares of Common Stock Series A owned by B. Wayne Hughes
       as trustee of the B.W. Hughes Living Trust as to which Mr. Hughes has
       sole dispositive power and no voting power; PSI has an option to
       acquire these shares and an irrevocable proxy to vote these shares
       (see footnote (4) above).

   (7) Less than 0.1%.

   (8) Includes 100 shares of Common Stock Series A held by a bank custodian
       of a simplified employee pension for the benefit of Mr. Steele and 300
       shares of Common Stock Series A held by a bank custodian of an
       individual retirement account for the benefit of Mrs. Marion L. Steele
       (Mr. Steele's wife).

   (9) Includes shares held of record or beneficially by members of the
       immediate family of officers of the Company and shares held by
       custodians of individual retirement accounts for the benefit of
       officers of the Company (or members of their immediate families).

   Item 13.  Certain Relationships and Related Transactions.
             -----------------------------------------------

             See "Compensation Committee Interlocks and Insider
   Participation -- Certain Relationships and Related Transactions" under
   Item 11.

   <PAGE>

                                  SIGNATURE

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


                                     PUBLIC STORAGE PROPERTIES XV, INC.
                                          (Registrant)


   Dated:  April 4, 1997             By:  /s/OBREN B. GERICH
                                          ----------------------
                                          Name:  Obren B. Gerich
                                          Title: Vice President