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, 2001

                                       or

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

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

Commission File Number 0-8667
                       ------


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

               California                                   95-3196921
----------------------------------------              ----------------------
     (State or other jurisdiction of                     (I.R.S. Employer
     Incorporation or organization)                   Identification Number)

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

                                      NONE

Securities registered pursuant to Section 12(g) of the Act:

                      Units of Limited Partnership Interest
                      -------------------------------------
                                (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 Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
form 10-K. [X]

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

<PAGE>

                                     PART I

ITEM 1.  Business

Forward Looking Statements
--------------------------

         When used within this document, the words "expects," "believes,"
"anticipates," "should," "estimates," and similar expressions are intended to
identify "forward-looking statements" within the meaning of that term in Section
27A of the Securities Exchange Act of 1933, as amended, and in Section 21F of
the Securities Exchange Act of 1934, as amended. Such forward-looking statements
involve known and unknown risks, uncertainties, and other factors, which may
cause the actual results and performance of the Partnership to be materially
different from those expressed or implied in the forward looking statements.
Such factors include the impact of competition from new and existing real estate
facilities which could impact rents and occupancy levels at the real estate
facilities that the Partnership's has an interest in; the Partnership's ability
to effectively compete in the markets that it does business in; the impact of
the regulatory environment as well as national, state, and local laws and
regulations including, without limitation, those governing Partnerships; and the
impact of general economic conditions upon rental rates and occupancy levels at
the real estate facilities that the Partnership has an interest in.

General
-------

         Public Storage Properties, Ltd. (the "Partnership") is a publicly held
limited partnership formed under the California Uniform Limited Partnership Act
in November 1976. The Partnership raised $10,000,000 in gross proceeds by
selling 20,000 units of limited partnership interest ("Units") in an interstate
offering, which commenced in October, 1977 and was completed in January, 1978.
The Partnership was formed to engage in the business of developing and operating
storage space for personal and business use ("mini-warehouses").

         In 1995, there were a series of mergers among Public Storage
Management, Inc. (which was the Partnership's mini-warehouse operator), Public
Storage, Inc. (which was one of the Partnership's general partners) ("old PSI")
and their affiliates (collectively, "PSMI"), culminating in the November 16,
1995 merger (the "PSMI Merger") of PSMI into Storage Equities, Inc., a real
estate investment trust ("REIT") organized as a California corporation. 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 a co-general partner of the Partnership and the operator of the
Partnership's mini-warehouse properties.

         The Partnership's general partners are PSI and B. Wayne Hughes
("Hughes") (collectively referred to as the "General Partners"). Hughes has been
a general partner of the Partnership since its inception. Hughes is chairman of
the board and chief executive officer of PSI, and Hughes and members of his
family (the "Hughes Family") is the major shareholder of PSI.

         The Partnership is managed, and its investment decisions are made by
Hughes and the executive officers and directors of PSI. The limited partners of
the Partnership have no right to participate in the operation or conduct of its
business and affairs.

         The Partnership's objectives are to (i) maximize the potential for
appreciation in value of the Partnership's properties and (ii) generate
sufficient cash flow from operations to pay all expenses, including the payment
of interest to Noteholders. All of the properties were financed in September
1987.

         The term of the Partnership is until all properties have been sold and,
in any event, not later than December 31, 2035.

Investment in Facilities
------------------------

         At December 31, 2001, the Partnership owned nine properties. The
Partnership purchased its last property in July 1978. During the year 2000, the
Partnership sold 3 parcels of excess land adjacent to operating facilities for
an aggregate sale price of $172,000 resulting in a gain of $136,000.

         The Partnership believes that its operating results have benefited from
favorable industry trends and conditions. Notably, the level of new
mini-warehouse construction has decreased since 1988 while consumer demand has
increased. In addition, in recent years consolidation has occurred in the
fragmented mini-warehouse industry.

                                       2

<PAGE>

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

         The Partnership'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 Partnership
does not intend to convert its mini-warehouses to other uses.

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

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

     o   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. The telephone reservation system supports rental activity at all
         of the Partnership's properties. PSI's toll-free telephone referral
         system services approximately 200,000 calls per month from potential
         customers inquiring as to the nearest Public Storage mini-warehouse.

     o   Maintain high occupancy levels and increase annual realized rents.
         Subject to market conditions, the Partnership generally seeks to
         achieve average occupancy levels in excess of 90% and to eliminate
         promotions prior to increasing rental rates. Average occupancy for the
         Partnership's mini-warehouses was 96% and 92% for 2000 and 2001,
         respectively. Realized annual rents per square foot increased 16% from
         $11.08 in 2000 to $12.84 in 2001. The Partnership has increased rental
         rates in many markets where it has achieved high occupancy levels.

                                       3

<PAGE>
     o   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.

     o   Professional property operation. There are approximately 4,400 persons
         who render services for the Public Storage system, primarily personnel
         engaged in property operations, substantially all of whom are employed
         by a clearing company that provides certain administrative and
         cost-sharing services to PSI and other owners of properties operated by
         PSI.

Mini-warehouse Property Operator
--------------------------------

         The Partnership's mini-warehouses are managed by PSI (as
successor-in-interest to PSMI) under a Management Agreement. PSI has informed
the Partnership that it is the largest mini-warehouse facility operator in the
United States in terms of both number of facilities and rentable space operated.

         Under the supervision of the Partnership, PSI coordinates the operation
of the facilities, establishes rental policies and rates, directs marketing
activity and 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 Partnership, employees for the
operation of the Partnership'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, real estate investment trusts 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 they operate. 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 Partnership'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 Partnership's facilities are located.
Broadcast media and other advertising costs are charged to the Partnership'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 Partnership 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 Partnership would no longer have
the right to use the service marks and related designs except as described
below. The General Partners believe that the loss of the right to use the
service marks and related designs could have a material adverse effect on the
Partnership's business.

         The Management Agreement between the Partnership and PSI provides that
the Management Agreement may be terminated without cause upon 60 days written
notice by either party.

                                       4

<PAGE>

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

         Competition in the market areas in which the Partnership operates is
significant and affects the occupancy levels, rental rates and operating
expenses of certain of the Partnership'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 Partnership believes that the significant operating and financial experience
of PSI, and the "Public Storage" name, should enable the Partnership to continue
to compete effectively with other entities.

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

         A corporation that reinsures policies against losses to goods stored by
tenants in PSI's storage facilities was purchased by PSI from Mr. Hughes and
members of his family (the "Hughes Family") on December 31, 2001. We believe
that the availability of insurance reduces our potential liability to tenants
for losses to their goods from theft or destruction. This corporation receives
the premiums and bears the risks associated with the re-insurance.

         A subsidiary of PSI sells locks and boxes and rents trucks to the
general public and tenants to be used in securing their spaces and moving their
goods. We believe that the availability of locks and boxes for sale and the
rental of trucks promote the rental of spaces.

Employees
---------

         There are 9 persons who render services on behalf of the Partnership on
a full-time basis, and 21 persons who render services on a part-time basis.
These persons include resident managers, assistant managers, relief managers,
area managers, and administrative and maintenance personnel. Some employees may
be employed on a part-time basis and may be employed by other persons,
Partnerships, REITs or other entities owning facilities operated by PSI.

ITEM 1A. Risk Factors

         In addition to the other information in our Form 10-K, you should
consider the following factors in evaluating the Partnership:

PUBLIC STORAGE HAS A SIGNIFICANT DEGREE OF CONTROL OVER THE PARTNERSHIP.

         Public Storage is general partner and owns approximately 31.4% of our
outstanding limited partnership units. As a result, Public Storage has a
significant degree of control over matters submitted to a vote of our
unitholders, including amending our organizational documents, dissolving the
Partnership and approving other extraordinary transactions.

SINCE OUR BUSINESS CONSISTS PRIMARILY OF ACQUIRING AND OPERATING REAL ESTATE, WE
ARE SUBJECT TO REAL ESTATE OPERATING RISKS.

         The value of our investments may be reduced by general risks of real
estate ownership. Since we derive substantially all of our income from real
estate operations, we are subject to the general risks of owning real
estate-related assets, including:

     o   lack of demand for rental spaces or units in a locale;

     o   changes in general economic or local conditions;

     o   changes in supply of or demand for similar or competing facilities in
         an area;

     o   the impact of environmental protection laws;

     o   changes in interest rates and availability of permanent mortgage funds
         which may render the sale or financing of a property difficult or
         unattractive; and

                                       5

<PAGE>

     o   changes in tax, real estate and zoning laws.

         There is significant competition among self-storage facilities. All of
the properties the Partnership has an interest in are self-storage facilities.
Competition in the market areas in which many of our properties are located is
significant and has affected the occupancy levels, rental rates and operating
expenses of some of our properties. Any increase in availability of funds for
investment in real estate may accelerate competition. Further development of
self-storage facilities may intensify competition among operators of
self-storage facilities in certain market areas in which we operate.

         We may incur significant environmental costs and liabilities. As an
owner of real properties, under various federal, state and local environmental
laws, we are required to clean up spills or other releases of hazardous or toxic
substances on or from our properties. Certain environmental laws impose
liability whether or not the owner knew of, or was responsible for, the presence
of the hazardous or toxic substances. In some cases, liability may not be
limited to the value of the property. The presence of these substances, or the
failure to properly remediate any resulting contamination, also may adversely
affect the owner's or operator's ability to sell, lease or operate its property
or to borrow using its property as collateral.

         We have conducted preliminary environmental assessments on most of our
properties to evaluate the environmental condition of, and potential
environmental liabilities associated with, our properties. These assessments
generally consist of an investigation of environmental conditions at the
property (not including soil or groundwater sampling or analysis), as well as a
review of available information regarding the site and publicly available data
regarding conditions at other sites in the vicinity. In connection with these
property assessments, we have become aware that prior operations or activities
at some facilities or from nearby locations have or may have resulted in
contamination to the soil or groundwater at these facilities. In this regard,
some of our facilities are or may be the subject of federal or state environment
investigations or remedial actions. Although we cannot provide any assurance,
based on the preliminary environmental assessments, we believe we have funds
available to cover any liability from environmental contamination or potential
contamination and we are not aware of any environmental contamination of our
facilities material to our overall business, financial condition or results of
operation.

ITEM 2.  Properties

         The following table sets forth information as of December 31, 2001
about properties owned by the Partnership:

<TABLE>
<CAPTION>
                                                     Net               Number               Date               Completion
       Location            Size of Parcel       Rentable Area         of Spaces          of Purchase              Date
--------------------       --------------       --------------        ---------         -------------          -----------
California
----------
<S>                         <C>                  <C>                      <C>           <C>                     <C>
Corona                      2.82 acres           52,000 sq. ft.           468           June 29, 1978           Dec. 1978
Fremont                     3.00 acres           53,000 sq. ft.           471           Mar. 21, 1978           Nov. 1978
Milpitas (1)                3.40 acres           55,000 sq. ft            430            May 8, 1978            Nov. 1978
Norco                       1.66 acres           29,000 sq. ft            257           July 19, 1978           Dec. 1978
North Hollywood             2.06 acres           38,000 sq. ft.           343           Mar. 17, 1978           Dec. 1979
Pasadena                    1.84 acres           37,000 sq. ft.           385           Feb. 24, 1978           Aug. 1978
Sun Valley                  2.72 acres           53,000 sq. ft.           477           May 30, 1978            Oct. 1978
Wilmington                  6.32 acres          133,000 sq. ft.         1,088           Apr. 18, 1978           Aug. 1978
Whittier -
  El Monte (2)              3.28 acres           58,000 sq. ft.           538           Nov. 29, 1977           July 1978
</TABLE>

(1)  In the first quarter of 2000, the Partnership sold approximately 2% of the
     land.

(2)  In the second quarter of 2000, the Partnership sold approximately 19% of
     the land.

         The weighted average occupancy level for the mini-warehouse facilities
was 96% and 92% for 2000 and 2001, respectively.

                                       6


<PAGE>

        The properties are held subject to encumbrances which are described in
this report under Note 7 of the Notes to the Financial Statements included in
Item 8.

ITEM 3.  Legal Proceedings

         No material legal proceeding is pending against the Partnership.

ITEM 4.  Submission of Matters to a Vote of Security Holders

         No matters were submitted to a vote of security holders during the
fourth quarter of 2001.

                                     PART II

ITEM 5.  Market for the Partnership's Common Equity and Related Stockholder
         Matters

         The Partnership has no common stock.

         The Units are not listed on any national securities exchange or quoted
on the NASDAQ System, and there is no established public trading market for the
Units. Secondary sales activity for the Units has been limited and sporadic. The
General Partners monitor transfers of the Units (a) because the admission of the
transferee as a substitute limited partner requires the consent of the General
Partners under the Partnership's Amended and Restated Certificate and Agreement
of Limited Partnership, (b) in order to ensure compliance with safe harbor
provisions to avoid treatment as a "publicly traded partnership" for tax
purposes, and (c) because the General Partners (and their affiliates) have
purchased Units. However, the General Partners do not have information regarding
the prices at which all secondary sale transactions in the Units have been
effectuated. Various organizations offer to purchase and sell limited
partnership interests (including securities of the type such as the Units) in
secondary sales transactions. Various publications such as The Stanger Report
summarize and report information (on a monthly, bimonthly or less frequent
basis) regarding secondary sales transactions in certain limited partnership
interests, including the prices at which such secondary sales transactions are
effectuated.

         Exclusive of the General Partners' interest in the Partnership, as of
December 31, 2001, there were approximately 609 record holders of Units.

         Distributions to the general and limited partners of all cash available
for distribution (as defined) are made quarterly. Cash available for
distribution is generally funds from operations of the Partnership, without
deductions for depreciation, but after deducting funds to pay or establish
reserves for all other expenses (other than incentive distributions to the
General Partners) and capital improvements, plus net proceeds from any sale or
financing of the Partnership's properties. In the fourth quarter of 1990,
quarterly distributions were discontinued to enable the Partnership to increase
its principal repayments on the Partnership's debt.

         Reference is made to Item 6 and 7 hereof for information on the amount
of such distributions.

                                       7

<PAGE>


ITEM 6.  Selected financial data

<TABLE>
<CAPTION>
       For the Year Ended
          December 31,                  2001               2000               1999               1998               1997
------------------------------     ---------------    ---------------    ---------------    ---------------    ---------------
<S>                                <C>                <C>                <C>                <C>                <C>
Revenues                           $     6,006,000    $     5,401,000    $     4,978,000    $     4,629,000    $     4,337,000

Depreciation and
  amortization                             533,000            534,000            579,000            498,000            446,000

Interest expense                           221,000            415,000            601,000          1,077,000          1,252,000

Net income (2)                           3,643,000          2,997,000          2,288,000          1,622,000          1,341,000

Limited partners' share                  3,607,000          2,967,000          2,265,000          1,605,000          1,328,000

General partners' share                     36,000             30,000             23,000             17,000             13,000

Limited partners' per unit data (1):
  Net income (2)                           $180.35            $148.35            $113.25             $80.25             $66.40

As of December 31,
------------------------------
Cash and cash equivalents          $       175,000    $       324,000    $       153,000    $       248,000    $       546,000

Total assets                       $     4,242,000    $     4,664,000    $     4,873,000    $     5,349,000    $     5,760,000

Notes payable                      $     2,000,000    $     6,025,000    $     9,225,000   $     12,000,000   $     14,093,000
</TABLE>

(1)  Per unit data is based on the weighted average number of the limited
     partnership units (20,000) outstanding during the period.

(2)  Net income for the year ended December 31, 2000 includes a gain relating to
     a sale of land totaling $136,000 ($5.05 per limited partnership unit).

ITEM 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Forward Looking Statements
--------------------------

         When used within this document, the words "expects," "believes,"
"anticipates," "should," "estimates," and similar expressions are intended to
identify "forward-looking statements" within the meaning of that term in Section
27A of the Securities Exchange Act of 1933, as amended, and in Section 21F of
the Securities Exchange Act of 1934, as amended. Such forward-looking statements
involve known and unknown risks, uncertainties, and other factors, which may
cause the actual results and performance of the Partnership to be materially
different from those expressed or implied in the forward looking statements.
Such factors are described in Item 1A, "Risk Factors", and include the impact of
competition from new and existing real estate facilities which could impact
rents and occupancy levels at the real estate facilities that the Partnership's
has an interest in; the Partnership's ability to effectively compete in the
markets that it does business in; the impact of the regulatory environment as
well as national, state, and local laws and regulations including, without
limitation, those governing Partnerships; and the impact of general economic
conditions upon rental rates and occupancy levels at the real estate facilities
that the Partnership has an interest in.

                                       8

<PAGE>

Critical Accounting Policy - Impairment of Long Lived Assets
------------------------------------------------------------

         Substantially all of the Partnership's assets consist of investments in
real estate assets. We annually evaluate our real estate investments for
impairment. This evaluation includes identifying indicators of impairment. When
indicators of impairment are present and the undiscounted future cash flows of
the assets are less than the carrying amount, an impairment charge is recorded.
The Partnership has determined at December 31, 2001 that no such impairments
existed and, accordingly, no impairment charges have been recorded.

         The Financial Accounting Standards Board ("FASB") has recently issued
Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment and Disposal of Long-Lived Assets" ("SFAS 144"). This Statement
addresses the procedures to be followed in evaluating and recording impairment
losses with respect to long-lived assets. The Partnership will adopt this
Statement in its fiscal year ended December 31, 2002, and expects that there
will be no material impact from this Statement with respect to impairment
losses.

         However, future events could cause us to conclude that our real estate
investments are impaired. Any resulting impairment loss could have a material
adverse impact on our financial condition and results of operations.

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

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000:

         The Partnership's net income in 2001 was $3,643,000 compared to
$2,997,000 in 2000, representing an increase of $646,000. This increase is
primarily a result of increased operating results at the Partnership's real
estate facilities and a decrease in interest expense.

         During 2001, property net operating income (rental income less cost of
operations, management fees paid to an affiliate and depreciation expense)
increased $554,000 or 16.5% from $3,356,000 in 2000 to $3,910,000 in 2001. This
increase is primarily attributable to an increase in rental revenues at the
Partnership's mini-warehouse facilities partially offset by an increase in cost
of operations.

         Rental income was $5,972,000 in 2001 compared to $5,393,000 in 2000,
representing an increase of $579,000, or 10.7%. This increase is primarily
attributable to increased rental rates at the Partnership's real estate
facilities. Weighted average occupancy levels at the mini-warehouses was 92% and
96% for 2001 and 2000, respectively. The average annual realized rent per square
foot at the mini-warehouses was $12.84 in 2001 compared to $11.08 in 2000.

         Cost of operations (including management fees paid to an affiliate) was
$1,529,000 and $1,503,000 in 2001 and 2000, respectively, representing an
increase of $26,000, or 1.7%. This increase is mainly attributable to increases
in management fees and advertising and promotion expenses.

         Interest expense was $221,000 and $415,000 in 2001 and 2000,
respectively, representing a decrease of $194,000, or 46.7%. The decrease
results from a lower average outstanding loan balance in 2001 compared to 2000.
See Liquidity and Capital Resources for a discussion of the refinancing of the
Partnership's indebtedness.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999:

         The Partnership's net income in 2000 was $2,997,000 compared to
$2,288,000 in 1999, representing an increase of $709,000. This increase is
primarily a result of increased operating results at the Partnership's real
estate facilities, a gain on the sale of excess land and a decrease in interest
expense.

         During 2000, property net operating income (rental income less cost of
operations, management fees paid to an affiliate and depreciation expense)
increased $406,000 or 13.8% from $2,950,000 in 1999 to $3,356,000 in 2000 This
increase is primarily attributable to an increase in rental revenues at the
Partnership's mini-warehouse facilities partially offset by increases in cost of
operations and depreciation expense.

                                       9

<PAGE>

         Rental income was $5,393,000 in 2000 compared to $4,969,000 in 1999,
representing an increase of $424,000, or 8.5%. This increase was primarily
attributable to increased rental rates at the Partnership's real estate
facilities. Weighted average occupancy levels at the mini-warehouses was 96% and
94% for 2000 and 1999, respectively. The average annual realized rent per square
foot at the mini-warehouses was $11.08 in 2000 compared to $10.43 in 1999.

         Cost of operations (including management fees paid to an affiliate) was
$1,503,000 and $1,440,000 in 2000 and 1999, respectively, representing an
increase of $63,000, or 4.4%. This increase is mainly attributable to increases
in management fees, and advertising and promotion expenses.

         Interest expense was $415,000 and $601,000 in 2000 and 1999,
respectively, representing a decrease of $186,000, or 30.9%. The decrease was
primarily a result of a lower average outstanding loan balance in 2000 compared
to 1999. See Liquidity and Capital Resources for a discussion of the refinancing
of the Partnership's indebtedness.

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

         Cash flow from operating activities of $4,083,000 in 2001 has been
sufficient to meet all current obligations of the Partnership. During 2002, the
Partnership anticipates approximately $128,000 of capital improvements compared
to $207,000 in 2001 and $204,000 in 2000.

         On June 1, 1998, the Partnership paid down its mortgage note with a
third party lender by $11,641,000. The payment was made from cash reserves and
an $11,000,000 loan from Public Storage, Inc. The loan from Public Storage, Inc.
bears interest at the fixed rate of 7.3% and matured June 1999. The loan called
for monthly payments of interest only. Principal was payable at anytime without
penalty.

         During October 1998, the Partnership borrowed $12,400,000 from a
commercial bank to payoff the loan from Public Storage, Inc. and the mortgage
note with a third party. The loan is unsecured and bears interest at the London
Interbank Offering Rate ("LIBOR") plus 0.55% (2.45% as of December 31, 2001).
The loan requires monthly payments of interest and matures October 2002.
Principal may be paid, in whole or in part, at any time without penalty or
premium. The loan proceeds were used to pay off the Partnership's existing
indebtedness.

         The Partnership entered into interest rate swap agreements to reduce
the impact of changes in interest rates on a portion of its floating rate debt.
The agreement, which covered $5,000,000 of debt through October 2000,
effectively changed the interest rate exposure from floating rate to a fixed
rate of 5.205%. The second agreement, which covered $2,500,000 of debt which
expired during October 2001, effectively changed the interest rate exposure from
floating rate to a fixed rate of 5.33%. Market gains and losses on the value of
the swap were deferred and included in income over the life of the contract. The
Partnership recorded the differences paid or received on the interest rate swap
in interest expense as payments were made or received.

         Distributions to the limited and general partners for the years
1978-1990 aggregated $37,832,000 including $20,202,000 distributed to the
partners in 1987.

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

         The Partnership's interest expense is sensitive to changes in the
general level of U.S. interest rates. In this regard, changes in U.S. interest
rates affect the interest paid on the Partnership's debt. To mitigate the impact
of fluctuations in U.S. interest rates, the Partnership generally maintains its
debt as fixed rate in nature by borrowing on a long-term basis or entering into
interest swap transactions. As of December 31, 2001 the Partnership had
$2,000,000 of outstanding debt maturing on October, 2002. Also, the Partnership
had an interest rate swap in the notional amount of $2,500,000 which expired
during October, 2001.

ITEM 8.  Financial Statements and Supplementary Data

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

                                       10

<PAGE>

ITEM 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         None.

                                    PART III

ITEM 10. Directors and Executive Officers of the Partnership

         The Partnership has no directors or executive officers.

         The Partnership's General Partners are PSI and B. Wayne Hughes. PSI,
acting through its directors and executive officers, and Mr. Hughes manage and
make investment decisions for the Partnership. The Mini-Warehouse Properties are
managed by PSI pursuant to a Management Agreement. Through 1996, the business
parks owned by the Joint Venture were managed by a predecessor of PSBPLP,
pursuant to a Management Agreement. In January 1997, the Joint Venture
transferred its business parks to PSBPLP in exchange for a partnership interest
in PSBPLP.

         The names of all directors and executive officers of PSI, the offices
held by each of them with PSI, and their ages and business experience during the
past five years are as follows:

         Name                          Positions with PSI
-----------------------       -------------------------------------------------
B. Wayne Hughes               Chairman of the Board and Chief Executive Officer
Harvey Lenkin                 President and Director
Marvin M. Lotz                Senior Vice President and Director
B. Wayne Hughes, Jr.          Vice President and Director
John Reyes                    Senior Vice President and Chief Financial Officer
Carl B. Phelps                Senior Vice President and General Counsel
Bahman Abtahi                 Senior Vice President
W. David Ristig               Senior Vice President
Anthony Grillo                Senior Vice President
A. Timothy Scott              Senior Vice President and Tax Counsel
David P. Singelyn             Vice President and Treasurer
Robert J. Abernethy           Director
Dann V. Angeloff              Director
William C. Baker              Director
Thomas J. Barrack Jr.         Director
Uri P. Harkham                Director
Daniel C. Staton              Director

         B. Wayne Hughes, age 68, a general partner of the Partnership, has been
a director of PSI 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 has been active in the real
estate investment field for over 30 years. He is the father of B. Wayne Hughes,
Jr.

         Harvey Lenkin, age 65, has been employed by PSI for 24 years and became
President and a director of PSI in November 1991. Mr. Lenkin has been a director
of PS Business Parks, Inc. ("PSBP"), an affiliated REIT, since March 16, 1998
and was President of PSBP (formerly Public Storage Properties XI, Inc.) from
1990 until March 16, 1998. He is a member of the Board of Governors of the
National Association of Real Estate Investment Trusts (NAREIT).

         Marvin M. Lotz, age 59, became a director of PSI in May 1999. Mr. Lotz
has been a Senior Vice President of the Company since November 1995 and
President of the Property Management Division since 1988 with overall
responsibility for Public Storage's mini-warehouse operations. He had overall
responsibility for the Company's property acquisitions from 1983 until 1988.

         B. Wayne Hughes, Jr., age 42 became a director of PSI in January 1998.
He has been employed by the Company since 1989 and has been a Vice President -
Acquisitions of PSI since 1992. Mr. Hughes, Jr. is involved in the coordination
and direction of PSI's acquisition and development activities and is also the
president of a firm that manufactures and distributes sweets. He is the son of
B. Wayne Hughes.

                                       11

<PAGE>

         John Reyes, age 41, a certified public accountant, joined PSI in 1990
and was Controller of PSI from 1992 until December 1996 when he became Chief
Financial Officer. He became a Vice President of PSI in November 1995 and a
Senior Vice President of PSI in December 1996. From 1983 to 1990, Mr. Reyes was
employed by Ernst & Young.

         Carl B. Phelps, age 63, became a Senior Vice President of PSI in
January 1998 with overall responsibility for property acquisition and
development until April 2001 when he became General Counsel. From June 1991
until joining PSI, he was a partner in the law firm of Andrews & Kurth, L.L.P.,
which performed legal services for PSI. From December 1982 through May 1991, his
professional corporation was a partner in the law firm of Sachs & Phelps, then
counsel to PSI.

         Bahman Abtahi, age 58, joined the Company in July 1996 and was Senior
Vice-President - Construction and Development of the Real Estate Division and a
Vice President of the Company until May 2000 when he became a Senior Vice
President of the Company. Mr. Abtahi had responsibility for all of Public
Storage's construction and maintenance activities until April 2001 when he was
made responsible for special projects. Prior to joining the Company, he was a
management consultant.

         W. David Ristig, age 53, rejoined the Company in August 1995 and was a
Vice President of the Company until May 2000 when he became a Senior Vice
President of the Company. Mr. Ristig is responsible for the Company's land
acquisition and construction program. He was previously employed by the Company
from 1980 until 1984 and from 1986 until 1990 and was involved in property
acquisition and development. From 1990 until August 1995, Mr. Ristig held
positions as a loan officer with three companies in the mortgage banking
industry.

         Anthony Grillo, age 46, became a Senior Vice President of the Company
in November 2001. Mr. Grillo has been employed by the Company or a predecessor
since 1981, and is currently Executive Vice President of the Property Management
Division. Previously, Mr. Grillo held various other management positions in the
Company's property management operations.

         A. Timothy Scott, age 50, became a 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, Mr. Scott practiced tax law as
a shareholder of the law firm of Heller, Ehrman, White & McAuliffe, counsel to
PSI. Prior to June 1991, his professional corporation was a partner in the law
firm of Sachs & Phelps, then counsel to PSI.

         David P. Singelyn, age 40, a certified public accountant, has been
employed by PSI since 1989 and became Vice President and Treasurer of PSI in
November 1995. From 1987 to 1989, Mr. Singelyn was Controller of Winchell's
Donut Houses, L.P.

         Robert J. Abernethy, age 62, has been President of American Standard
Development Company and of Self-Storage Management Company, which develop and
operate mini-warehouses, since 1976 and 1977, respectively. Mr. Abernethy has
been a director of PSI since its organization in 1980. He is a member of the
board of trustees of Johns Hopkins University, a director of Marathon National
Bank and a California Transportation Commissioner. Mr. Abernethy is a former
member of the board of directors of the Los Angeles County Metropolitan
Transportation Authority and the Metropolitan Water District of Southern
California and a former Planning Commissioner and Telecommunications
Commissioner and former Vice-Chairman of the Economic Development Commission of
the City of Los Angeles.

         Dann V. Angeloff, age 66, has been President of the Angeloff Company, a
corporate financial advisory firm, since 1976. The Angeloff Company has
rendered, and is expected to continue to render, financial advisory and
securities brokerage services for PSI. Mr. Angeloff is the general partner of a
limited partnership that owns a mini-warehouse operated by PSI and which secures
a note owned by PSI. Mr. Angeloff has been a director of PSI since its
organization in 1980. He is a director of AremisSoft Corporation, Balboa Capital
Corporation, Nicholas/Applegate Growth Equity Fund, ReadyPac Produce, Inc.,
Royce Medical Company and xDimentional Technologies, Inc. He was a director of
SPI from 1989 until June 1996.

         William C. Baker, age 68, became a director of PSI in November 1991.
Since 1970, Mr. Baker has been a partner in Baker & Simpson, a private
investment entity. From August 1998 through April 2000, he was President and
Treasurer of Meditrust Operating Company, a real estate investment trust. From
April 1996 to December 1998, Mr. Baker was Chief Executive Officer of Santa
Anita Companies which then operated the Santa Anita Racetrack. From April 1993
through May 1995, Mr. Baker was President of Red Robin International, Inc., an
operator and franchiser of casual dining restaurants in the United States and
Canada. From January 1992 through December 1995 he was Chairman and Chief
Executive Officer of Carolina Restaurant Enterprises, Inc., a franchisee of Red
Robin International, Inc. From 1991 to 1999, he was Chairman of the Board of

                                       12

<PAGE>

Coast Newport Properties, a real estate brokerage company. From 1976 to 1988, he
was a principal shareholder and Chairman and Chief Executive Officer of Del
Taco, Inc., an operator and franchiser of fast food restaurants in California.
Mr. Baker is a director of Callaway Golf Company, Meditrust Operating Company
and Meditrust Corporation.

         Thomas J. Barrack, Jr., age 54, became a director of PSI in February
1998. Mr. Barrack has been the Chairman and Chief Executive Officer of Colony
Capital, Inc. since September, 1991. Colony Capital, Inc. is one of the largest
real estate investors in America, having acquired properties in the U.S., Europe
and Asia. Prior to founding Colony Capital, Inc., from 1987 to 1991, Mr. Barrack
was a principal with the Robert M. Bass Group, Inc., the principal investment
vehicle for Robert M. Bass of Fort Worth, Texas. From 1985 to 1987, Mr. Barrack
was President of Oxford Ventures, Inc., a Canadian-based real estate development
company. From 1984 to 1985 he was a Senior Vice President at E. F. Hutton
Corporate Finance in New York. Mr. Barrack was appointed by President Ronald
Reagan as Deputy Under Secretary at the U.S. Department of the Interior from
1982 to 1983. Mr. Barrack currently is a director of Continental Airlines, Inc.
and Kennedy-Wilson, Inc.

         Uri P. Harkham, age 53, became a director of PSI in March 1993. Mr.
Harkham has been the President and Chief Executive Officer of the Jonathan
Martin Fashion Group, which specializes in designing, manufacturing and
marketing women's clothing, since its organization in 1976. Since 1978, Mr.
Harkham has been the Chairman of the Board of Harkham Properties, a real estate
firm specializing in buying and managing fashion warehouses in Los Angeles.

         Daniel C. Staton, age 49, became a director of PSI on March 12, 1999 in
connection with the merger of Storage Trust Realty, a real estate investment
trust, with PSI. Mr. Staton was Chairman of the Board of Trustees of Storage
Trust Realty from February 1998 until March 12, 1999 and a Trustee of Storage
Trust Realty from November 1994 until March 12, 1999. He is President of Walnut
Capital Partners, an investment and venture capital company. Mr. Staton was the
Chief Operating Officer and Executive Vice President of Duke Realty Investments,
Inc. from 1993 to 1997 and a director of Duke Realty Investments, Inc. from 1993
until August 1999. From 1981 to 1983, Mr. Staton was a principal owner of Duke
Associates, the predecessor of Duke Realty Investments, Inc. Prior to joining
Duke Associates in 1981, he was a partner and general manager of his own moving
company, Gateway Van & Storage, Inc. in St. Louis, Missouri. Form 1986 to 1988,
Mr. Staton served as president of the Greater Cincinnati Chapter of the National
Association of Industrial and Office Parks.

         Pursuant to Articles 16 and 17 of the Partnership's Amended Certificate
and Agreement of Limited Partnership (the "Partnership Agreement"), a copy of
which is included in the Partnership's prospectus included in the Partnership's
Registration Statement, File No. 2-92009, each of the General Partners continues
to serve until (i) death, insanity, insolvency, bankruptcy or dissolution, (ii)
withdrawal with the consent of the other general partner and a majority vote of
the limited partners, or (iii) removal by a majority vote of the limited
partners.

         Each director of PSI serves until he resigns or is removed from office
by PSI, and may resign or be removed from office at any time with or without
cause. Each officer of PSI serves until he resigns or is removed by the board of
directors of PSI. Any such officer may resign or be removed from office at any
time with or without cause.

         There have been no events under any bankruptcy act, no criminal
proceedings, and no judgments or injunctions material to the evaluation of the
ability of any director or executive officer of PSI during the past five years.

ITEM 11. Executive Compensation

         The Partnership has no subsidiaries, directors or officers. See Item 13
for a description of certain transactions between the Partnership and its
General Partners and their affiliates.

                                       13

<PAGE>

ITEM 12. Security Ownership of Certain Beneficial Owners and Management

         (a) At March 15, 2002, the following beneficially owned more than 5% of
the Units:

<TABLE>
<CAPTION>
          Title                         Name and Address                       Beneficial             Percent
        of Class                       of Beneficial Owner                     Ownership              of Class
--------------------       -----------------------------------------         ---------------          --------
<S>                        <C>                                               <C>                       <C>
Units of Limited           Public Storage, Inc.                              6,274 Units (1)           31.4%
Partnership Interest       701 Western Ave.
                           Glendale, California 91201

Units of Limited           H-G Family Corporation, Tamara Hughes             6,164 Units (2)           30.8%
Partnership Interest       Gustavson, PS Orangeco Partnerships, Inc.
                           701 Western Ave.
                           Glendale, California 91201
</TABLE>

(1)      Includes (i) 6,169 Units owned by PSI as to which PSI has sole voting
         and dispositive power, (ii) 25 Units which PSI has an option to acquire
         from a corporation of which Hughes' children are shareholders and (iii)
         80 Units which PSI has an option to acquire from Tamara Hughes
         Gustavson, an adult daughter of Hughes.

(2)      Includes (i) 6,025 Units owned by H-G Family Corporation, a corporation
         of which Hughes' children are shareholders; PSI has an option to
         acquire 25 of these Units, (ii) 80 Units owned by Tamara Hughes
         Gustavson as to which Tamara Hughes Gustavson has sole voting and
         dispositive power; PSI has an option to acquire these 80 Units, and
         (iii) 59 Units owned by PS Orangeco Partnerships, Inc., a corporation
         in which Hughes and members of his family own 51% of the voting stock
         and PSI the remaining 49%.

         (b) The Partnership has no officers and directors.

         The General Partners (or their predecessor-in-interest) have
contributed $101,010 to the capital of the Partnership and as a result
participates in the distributions to the limited partners and in the
Partnership's profits and losses in the same proportion that the General
Partners' capital contribution bears to the total capital contribution.
Information regarding ownership of Units by PSI and Hughes, the General
Partners, is set forth under section (a) above. The directors and executive
officers of PSI (including Hughes), as a group (17 persons), beneficially own an
aggregate of 6,102 Units, representing 30.5% of the Units (including the 6,025
Units owned by H-G Family Corporation and the 59 Units owned by PS Orangeco
Partnerships, Inc.).

         (c) The Partnership knows of no contractual arrangements, the operation
of the terms of which may at a subsequent date result in a change in control of
the Partnership, except for articles 16, 17 and 21.1 of the Partnership's
Amended Certificate and Agreement of Limited Partnership (the "Partnership
Agreement"), a copy of which is included in the Partnership's prospectus
included in the Partnership's Registration Statement File No. 2-57750. Those
articles provide, in substance, that the limited partners shall have the right,
by majority vote, to remove a general partner and that a general partner may
designate a successor with the consent of the other general partner and a
majority of the limited partners.

ITEM 13. Certain Relationships and Related Transactions

         The Partnership Agreement provides that the General Partners will be
entitled to cash incentive distributions in an amount equal to (i) 8% of
distributions of cash flow from operations until the distributions to all
partners from all sources equal their capital contributions; thereafter, 25% of
distributions of cash flow from operations, and (ii) 25% of distributions from
net proceeds from sale and financing of the Partnership's properties remaining
after distribution to all partners of any portion thereof required to cause
distributions to partners from all sources to equal their capital contributions.
During 1985, the partners received cumulative distributions equal to their
capital contributions. During 2001, there were no incentive distributions paid
by the Partnership.

         The Partnership has a Management Agreement with PSI (as
successor-in-interest to PSMI). Under the Management Agreement, the Partnership
pays PSI a fee of 6% of the gross revenues of the mini-warehouse properties
operated for the Partnership. During 2001, the Partnership paid fees of $358,000
to PSI pursuant to the Management Agreement.

                                       14

<PAGE>

                                     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 below.

(b)      Reports on Form 8-K:  No reports on Form 8-K were filed during 2001.

(c)      Exhibits:  See Exhibit Index contained below.

                                       15

<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.

                                  EXHIBIT INDEX

                                  (Item 14(c))


3.1       Amended Certificate and Agreement of Limited Partnership. Previously
          filed with the Securities and Exchange Commission as Exhibit A to the
          Partnership's Prospectus included in Registration Statement No.
          2-57750 and incorporated herein by reference.

10.1      Second Amended and Restated Management Agreement dated November 16,
          1995 between the Partnership and Public Storage, Inc. Previously filed
          with the Securities and Exchange Commission as an exhibit to PS
          Partners, Ltd.'s Annual Report on Form 10-K for the year ended
          December 31, 1996 and incorporated herein by reference.

10.2      Loan documents dated January 27, 1998 between the Partnership and
          Public Storage, Inc. Previously filed with the Securities and Exchange
          Commission as an exhibit to the Partnership's Annual Report on Form
          10-K for the year ended December 31, 1997 and incorporated herein by
          reference.

10.3      Credit Agreement dated October 23, 1998 between Public Storage
          Properties, Ltd. and First Union Bank. Previously filed with the
          Securities and Exchange Commission as an exhibit to the Partnership's
          Quarterly Report on Form 10-Q for the quarter ended September 30, 1998
          and incorporated herein by reference.

10.4      Interest Rate Swap Confirmation dated October 26, 1998 by and between
          Public Storage Properties, Ltd. and first Union National Bank expires
          on October 23, 2001. Previously filed with the Securities and Exchange
          Commission as an exhibit to the Partnership's Quarterly Report on Form
          10-Q for the quarter ended September 30, 1998 and incorporated herein
          by reference.

10.5      Interest Rate Swap Confirmation dated October 27, 1998 by and between
          Public Storage Properties, Ltd. and first Union National Bank expires
          on October 23, 2000. Previously filed with the Securities and Exchange
          Commission as an exhibit to the Partnership's Quarterly Report on Form
          10-Q for the quarter ended September 30, 1998 and incorporated herein
          by reference.

                                       16

<PAGE>

                                   SIGNATURES

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

                                 PUBLIC STORAGE PROPERTIES, LTD.
                                 a California Limited Partnership
Dated:  March 29, 2002           By:  Public Storage, Inc., General Partner

                                      By: /s/ B. Wayne Hughes
                                          -------------------
                                          B. Wayne Hughes, Chairman of the Board

                                 By: /s/ B. Wayne Hughes
                                     -------------------
                                     B. Wayne Hughes, General Partner

         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
Partnership in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                 Signature                                         Capacity                                    Date
---------------------------------------       -----------------------------------------------             --------------
<S>                                           <C>                                                         <C>
/s/ B. Wayne Hughes                           Chairman of the Board and Chief Executive                   March 29, 2002
---------------------------------------       Officer of Public Storage, Inc. (principal
B. Wayne Hughes                               executive officer)


/s/ Harvey Lenkin                             President and Director                                      March 29, 2002
---------------------------------------       of Public Storage, Inc.
Harvey Lenkin

/s/ Marvin M. Lotz                            Senior Vice President and Director                          March 29, 2002
---------------------------------------
Marvin M. Lotz

/s/ B. Wayne Hughes, Jr.                      Vice President and Director                                 March 29, 2002
---------------------------------------       of Public Storage, Inc.
B. Wayne Hughes, Jr.

/s/ John Reyes                                Senior Vice President and Chief Financial                   March 29, 2002
---------------------------------------       Officer of Public Storage, Inc. (principal
John Reyes                                    financial officer and principal accounting officer)

/s/ Robert J. Abernethy                       Director of Public Storage, Inc.                            March 29, 2002
---------------------------------------
Robert J. Abernethy

                                              Director of Public Storage, Inc.
---------------------------------------
Dann V. Angeloff

                                              Director of Public Storage, Inc.
---------------------------------------
William C. Baker

                                              Director of Public Storage, Inc.
---------------------------------------
Thomas J. Barrack, Jr.

/s/ Uri P. Harkham                            Director of Public Storage, Inc.                            March 29, 2002
---------------------------------------
Uri P. Harkham

/s/ Daniel C. Staton                          Director of Public Storage, Inc.                            March 29, 2002
---------------------------------------
Daniel C. Staton
</TABLE>
                                       17

<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                                    INDEX TO
                              FINANCIAL STATEMENTS
                                       AND
                          FINANCIAL STATEMENT SCHEDULE
                                  (Item 14 (a))

                                                                          Page
                                                                    References

Report of Independent Auditors                                             F-1

Financial Statements and Schedule:

Balance Sheets as of December 31, 2001 and 2000                            F-2

For the years ended December 31, 2001, 2000 and 1999:

     Statements of Income                                                  F-3

     Statements of Partners' Equity (Deficit)                              F-4

     Statements of Cash Flows                                              F-5

Notes to Financial Statements                                        F-6 - F-9


Schedule:

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

         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 Partners
Public Storage Properties, Ltd.


We have audited the accompanying balance sheets of Public Storage Properties,
Ltd. as of December 31, 2001 and 2000, and the related statements of income,
partners' equity (deficit) and cash flows for each of the three years in the
period ended December 31, 2001. Our audits also included the schedule listed in
the index at item 14(a). These financial statements and schedule are the
responsibility of the Partnership'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 auditing standards generally accepted
in the United States. 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 provides 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, Ltd.
at December 31, 2001 and 2000, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States.
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




March 23, 2002
Los Angeles, California

                                       F-1

<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                                 BALANCE SHEETS
                           December 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                                                 2001                   2000
                                                                            ----------------       ----------------
                                     ASSETS


<S>                                                                         <C>                    <C>
Cash and cash equivalents                                                   $       175,000        $       324,000
Rent and other receivables                                                          157,000                 74,000

Real estate facilities, at cost:
     Building, land improvements and equipment                                    9,021,000              8,814,000
     Land                                                                         2,476,000              2,476,000
                                                                            ----------------       ----------------
                                                                                 11,497,000             11,290,000

     Less accumulated depreciation                                               (7,636,000)            (7,103,000)
                                                                            ----------------       ----------------
                                                                                  3,861,000              4,187,000

Other assets                                                                         49,000                 79,000
                                                                            ----------------       ----------------
Total assets                                                                $     4,242,000        $     4,664,000
                                                                            ================       ================


                   LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Accounts payable                                                            $        56,000        $        77,000
Deferred revenue                                                                    132,000                151,000
Note payable to commercial bank                                                   2,000,000              6,025,000

Partners' equity (deficit):
    Limited partners' equity (deficit), $500 per unit, 20,000 units
       authorized, issued and outstanding                                         1,525,000             (1,180,000)
    General partners' equity (deficit)                                              529,000               (409,000)
                                                                            ----------------       ----------------
     Total partners' equity (deficit)                                             2,054,000             (1,589,000)
                                                                            ----------------       ----------------

Total liabilities and partners' equity (deficit)                            $     4,242,000        $     4,664,000
                                                                            ================       ================
</TABLE>
                            See accompanying notes.
                                      F-2

<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                              STATEMENTS OF INCOME
              For the years ended December 31, 2001, 2000 and 1999


<TABLE>
<CAPTION>
                                                             2001                   2000                   1999
                                                       ------------------     ------------------     ------------------
REVENUES:

<S>                                                    <C>                    <C>                    <C>
Rental income                                          $       5,972,000      $       5,393,000      $       4,969,000
Gain on sale of land                                                   -                136,000                      -
Other income                                                      34,000                  8,000                  9,000
                                                       ------------------     ------------------     ------------------
                                                               6,006,000              5,537,000              4,978,000

COSTS AND EXPENSES:

Cost of operations                                             1,171,000              1,180,000              1,142,000
Management fees paid to affiliate                                358,000                323,000                298,000
Depreciation                                                     533,000                534,000                579,000
Administrative                                                    80,000                 88,000                 70,000
Interest expense                                                 221,000                415,000                601,000
                                                       ------------------     ------------------     ------------------
                                                               2,363,000              2,540,000              2,690,000
                                                       ------------------     ------------------     ------------------
NET INCOME                                             $       3,643,000      $       2,997,000      $       2,288,000
                                                       ==================     ==================     ==================

Limited partners' share of net income ($180.35 per
   unit in 2001, $148.35 per unit in 2000 and
   $113.25 per unit in 1999)                           $       3,607,000      $       2,967,000      $       2,265,000

General partners' share of net income                             36,000                 30,000                 23,000
                                                       ------------------     ------------------     ------------------
                                                       $       3,643,000      $       2,997,000      $       2,288,000
                                                       ==================     ==================     ==================
</TABLE>
                            See accompanying notes.
                                      F-3

<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
              For the years ended December 31, 2001, 2000 and 1999


<TABLE>
<CAPTION>
                                                                                                Total Partners'
                                                   Limited Partners      General Partners      Equity (Deficit)
                                                  -------------------   -------------------   -------------------
<S>                                                <C>                  <C>                  <C>
Balance at December 31, 1999                       $     (3,405,000)    $     (1,181,000)    $     (4,586,000)

Net income                                                2,967,000               30,000            2,997,000

Equity transfer                                            (742,000)             742,000                    -
                                                  -------------------   -------------------   -------------------
Balance at December 31, 2000                             (1,180,000)            (409,000)          (1,589,000)

Net income                                                3,607,000               36,000            3,643,000

Equity transfer                                            (902,000)             902,000                    -
                                                  -------------------   -------------------   -------------------
Balance at December 31, 2001                       $      1,525,000     $        529,000     $      2,054,000
                                                  ===================   ===================   ===================
</TABLE>
                            See accompanying notes.
                                      F-4

<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                            STATEMENTS OF CASH FLOWS
              For the years ended December 31, 2001, 2000 and 1999


<TABLE>
<CAPTION>
                                                                           2001              2000              1999
                                                                      ---------------   ---------------   ---------------
Cash flows from operating activities:

<S>                                                                   <C>               <C>               <C>
     Net income                                                       $    3,643,000    $    2,997,000    $    2,288,000

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

         Depreciation                                                        533,000           534,000           579,000
         Gain on sale of land                                                      -          (136,000)                -
         Increase in rent and other receivables                              (83,000)           (1,000)          (37,000)
         Amortization of prepaid loan fees                                    17,000            17,000            17,000
         Decrease (increase) in other assets                                  13,000            (2,000)           (7,000)
         Decrease in accounts payable                                        (21,000)           (1,000)          (18,000)
         (Decrease) increase in deferred revenue                             (19,000)           (5,000)           29,000
                                                                      ---------------   ---------------   ---------------
         Total adjustments                                                   440,000           406,000           563,000
                                                                      ---------------   ---------------   ---------------
         Net cash provided by operating activities                         4,083,000         3,403,000         2,851,000
                                                                      ---------------   ---------------   ---------------
Cash flows from investing activities:

     Proceeds from sale of land                                                    -           172,000                 -
     Additions to real estate facilities                                    (207,000)         (204,000)         (171,000)
                                                                      ---------------   ---------------   ---------------
         Net cash used in investing activities                              (207,000)          (32,000)         (171,000)
                                                                      ---------------   ---------------   ---------------
Cash flows from financing activities:

    Principal payments on note payable to commercial bank                 (4,025,000)       (3,200,000)       (2,775,000)
                                                                      ---------------   ---------------   ---------------
         Net cash used in financing activities                            (4,025,000)       (3,200,000)       (2,775,000)
                                                                      ---------------   ---------------   ---------------
Net (decrease) increase in cash and cash equivalents                        (149,000)          171,000           (95,000)

Cash and cash equivalents at the beginning of the year                       324,000           153,000           248,000
                                                                      ---------------   ---------------   ---------------
Cash and cash equivalents at the end of the year                      $      175,000    $      324,000    $      153,000
                                                                      ===============   ===============   ===============
</TABLE>
                            See accompanying notes.
                                      F-5

<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


1.       Description of Partnership

                  Public Storage Properties, Ltd. (the "Partnership") was formed
         with the proceeds of a public offering. The general partners in the
         Partnership are Public Storage, Inc. ("PSI") and B. Wayne Hughes
         ("Hughes"). The Partnership owns nine mini-warehouse facilities located
         in California.

2.       Summary of Significant Accounting Policies and Partnership Matters

         Mini-Warehouse Facilities:
         -------------------------

                  Cost of land includes appraisal fees and legal fees related to
         acquisition and closing costs. Buildings, land improvements and
         equipment reflect costs incurred through December 31, 2001 and 2000 to
         develop mini-warehouse facilities which provide self-service storage
         spaces for lease, usually on a month-to-month basis, to the general
         public. The buildings and equipment are generally depreciated on a
         straight-line basis over estimated useful lives of 25 and 5 years,
         respectively.

                  In 1995, the Financial Accounting Standards Board issued
         Statement No. 121, "Accounting for the Impairment of Long-Lived Assets
         and for Long-Lived Assets to be Disposed Of" which requires impairment
         losses to be recorded on long-lived assets. We annually evaluate
         long-lived assets (including intangibles), by identifying indicators of
         impairment and, if such indicators exist, by comparing the sum of the
         estimated undiscounted future cash flows for each asset to the asset's
         carrying amount. When indicators of impairment are present and the sum
         of the undiscounted cash flows is less than the carrying value of such
         asset, an impairment loss is recorded equal to the difference between
         the asset's current carrying value and its value based upon discounting
         its estimated future cash flows. Statement No. 121 also addresses the
         accounting for long-lived assets that are expected to be disposed of.
         Such assets are to be reported at the lower of their carrying amount or
         fair value, less cost to sell. Our evaluations have indicated no
         impairment in the carrying amount of our assets.

                  During the year 2000, the Partnership sold 3 parcels of excess
         land adjacent to operating facilities for an aggregate sale price of
         $172,000 resulting in a gain of $136,000.

         Revenue Recognition:
         -------------------

                  Property rents are recognized as earned. Advertising costs of
         $190,000, $148,000 and $122,000 in 2001, 2000 and 1999, respectively,
         are expensed as incurred.

         Allocation of Net Income:
         ------------------------

                  The general partners' share of net income consists of amounts
         attributable to their 1% capital contribution and an additional
         percentage of cash flow (as defined) which relates to the general
         partners' share of cash distributions as set forth in the Partnership
         Agreement (Note 4). All remaining net income is allocated to the
         limited partners.

                  Per unit data is based on the weighted average number of the
         limited partnership units (20,000) outstanding during the period.

         Cash and Cash Equivalents:
         -------------------------

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

                                      F-6

<PAGE>

2.       Summary of Significant Accounting Policies and Partnership Matters
         (Continued)

         Other Assets:
         ------------

                  In 1998, the Partnership incurred financing costs of $71,000
         in connection with the note payable from a commercial bank. These costs
         are being amortized over the life of the loan. As of December 31, 2001
         other assets includes $14,000 relating to these financing costs.

         Use of Estimates:
         ----------------

                  The preparation of the financial statements in conformity with
         accounting principles generally accepted in the United States 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 Partnership's facilities were
         acquired prior to the time that it was customary to conduct
         environmental investigations in connection with property acquisitions.
         Although there can be no assurance, the Partnership is not aware of any
         environmental contamination of any of its property sites which
         individually or in the aggregate would be material to the Partnership's
         overall business, financial condition or results of operations.

         Segment Reporting:
         -----------------

                  The Partnership only has one reportable segment as defined
         within Statement of Financial Accounting Standards No. 131 ("SFAS No.
         131"), therefore the adoption of SFAS No. 131 had no effect on the
         Partnership disclosures.

         Recent Accounting Pronouncements and Guidance:
         ---------------------------------------------

                  ACCOUNTING FOR BUSINESS COMBINATIONS

                  In June 2001, the Financial Accounting Standards Board
         ("FASB") issued Statement of Financial Accounting Standard No. 141,
         "Business Combinations," ("SFAS 141") which sets forth revised
         accounting guidance with respect to accounting for acquisitions of
         business enterprises. In accordance with the transition provisions of
         SFAS 141, the Partnership adopted the disclosure and accounting
         provisions of SFAS 141 on June 30, 2001 and the adoption had no effect
         on the Partnership's financial statements.

                  ACCOUNTING FOR GOODWILL AND OTHER INTANGIBLE ASSETS

                  In June 2001, the FASB issued Statement of Financial
         Accounting Standard No. 142, "Goodwill and Other Intangible Assets,"
         ("SFAS 142") which addresses how intangible assets that are acquired
         individually or with a group of other assets (but not those acquired in
         a business combination, which are addresses in SFAS 141) are to be
         accounted for. It also addresses how goodwill and other intangible
         assets should be accounted for after they have been initially
         recognized in the financial statements. In accordance with SFAS 142,
         the Partnership will adopt the provisions of SFAS No. 142 in its
         financial statements beginning with the year ending December 31, 2002.
         The adoption of the SFAS 142 will have no impact upon the Partnership's
         financial position or results of operations.

                                      F-7

<PAGE>

2.       Summary of Significant Accounting Policies and Partnership Matters
         (Continued)

         Recent Accounting Pronouncements and Guidance (Continued):
         ---------------------------------------------------------

                  ACCOUNTING FOR THE IMPAIRMENT AND DISPOSAL OF LONG-LIVED
                  ASSETS

                  In August 2001, the FASB issued Statement of Financial
         Accounting Standards No. 144 ("SFAS 144") which addresses financial
         accounting and reporting for the impairment or disposal of long-lived
         assets and supersedes SFAS 121, and the accounting and reporting
         provisions of APB Opinion No. 30, "Reporting the Results of Operations"
         for a disposal of a segment of a business. SFAS 144 is effective for
         fiscal years beginning after December 15, 2001, with earlier
         application encouraged. The Partnership expects to adopt SFAS 144 on
         January 1, 2002, and does not expect that the adoption of the Statement
         will have a material impact upon the Partnership's financial position
         or results of operations.

3.       Cash Distributions

                  The Partnership Agreement requires that cash available for
         distribution (cash flow from all sources less cash necessary for any
         obligations or capital improvement needs) be distributed at least
         quarterly. Cash distributions have been suspended since the fourth
         quarter of 1990 for debt service payments.

4.       Partners' Equity (Deficit)

                  The general partners have a 1% interest in the Partnership. In
         addition, the general partners have an 8% interest in cash
         distributions attributable to operations (exclusive of distributions
         attributable to sale and financing proceeds until the limited partners
         recover all of their initial investment). Thereafter, the general
         partners have a 25% interest in all cash distributions (including sale
         and financing proceeds). In 1985, the limited partners recovered all of
         their initial investment. All subsequent cash distributions are being
         made 25.75% (including the 1% interest) to the general partners and
         74.25% to the limited partners. Transfers of equity are made
         periodically to conform the partners' equity accounts to the provisions
         of the Partnership Agreement. These transfers have no effect on the
         results of operations or distributions to partners.

                  Concurrent with the financing of the Partnership's properties
         in 1987 (Note 7), the Partnership made a special distribution totaling
         $20,202,000 to the partners. This special distribution had no effect on
         the Partnership's taxable income, however, resulted in a deficit in the
         limited and general partners' equity accounts.

5.       Related Party Transactions

                  The Partnership has a Management Agreement with PSI. Under the
         terms of the agreement, PSI operates the mini-warehouse facilities for
         a fee equal to 6% of the facilities' gross revenue (as defined). For
         2001, 2000 and 1999, the Partnership paid PSI $358,000 $323,000 and
         $298,000, respectively, pursuant to this management agreement.

                  The Management Agreement between the Partnership and PSI
         provides that the Management Agreement may be terminated without cause
         upon 60 days' written notice by either party.

                  See footnote 7, on related party note payable.

6.       Taxes Based on Income

                  Taxes based on income are the responsibility of the individual
         partners and, accordingly, the Partnership's financial statements do
         not reflect a provision for such taxes.

                                      F-8

<PAGE>

6.       Taxes Based on Income (Continued)

                  Unaudited taxable net income was $3,723,000, $3,164,000 and
         $2,513,000 for the years ended December 31, 2001, 2000 and 1999,
         respectively. The difference between taxable net income and net income
         is primarily related to depreciation expense resulting from difference
         in depreciation methods.

7.       Notes Payable

                  During October 1998, the Partnership borrowed $12,400,000 from
         a commercial bank to payoff the loan from Public Storage, Inc. and the
         mortgage note with a third party. The loan is unsecured and bears
         interest at the London Interbank Offering Rate ("LIBOR") plus 0.55%
         (2.45% as of December 31, 2001). The loan requires monthly payments of
         interest and matures October 2002. Principal may be paid, in whole or
         in part, at any time without penalty or premium. The loan proceeds were
         used to pay off the Partnership's existing indebtedness.

                  The Partnership entered into interest rate swap agreements to
         reduce the impact of changes in interest rates on a portion of its
         floating rate debt. The agreement, which covered $5,000,000 of debt
         through October 2000, effectively changed the interest rate exposure
         from floating rate to a fixed rate of 5.205%. The second agreement,
         which covered $2,500,000 of debt which expired during October 2001,
         effectively changed the interest rate exposure from floating rate to a
         fixed rate of 5.33%. Market gains and losses on the value of the swap
         were deferred and included in income over the life of the contract. The
         Partnership recorded the differences paid or received on the interest
         rate swap in interest expense as payments were made or received.

                           The estimated fair value of the Partnership's note
         payable as of December 31, 2001 are their current outstanding balances.
         This value is based on notes currently available with similar terms and
         remaining maturities.

                  Interest paid during 2001, 2000 and 1999 was $226,000,
         $427,000 and $647,000, respectively.

8.       Supplementary Quarterly Financial Data (Unaudited)

<TABLE>
<CAPTION>
                                                               Three Months Ended
                               ------------------------------------------------------------------------------
                               March 31, 2001      June 30, 2001     September 30, 2001     December 31, 2001
                               --------------     --------------     ------------------     -----------------
<S>                            <C>                <C>                 <C>                    <C>
Rental Income                  $    1,438,000     $    1,471,000      $     1,532,000        $     1,531,000
Cost of Operations             $      378,000     $      372,000      $       395,000        $       384,000
Net Income                     $      820,000     $      885,000      $       940,000        $       998,000
Net Income Per Unit            $        40.60     $        43.80      $         46.55        $         49.40


                                                               Three Months Ended
                               ------------------------------------------------------------------------------
                               March 31, 2000      June 30, 2000     September 30, 2000      December 31, 2000
                               --------------     --------------     ------------------     -----------------
Rental Income                  $    1,287,000     $    1,347,000      $     1,371,000        $     1,388,000
Cost of Operations             $      364,000     $      365,000      $       375,000        $       399,000
Net Income                     $      706,000     $      793,000      $       755,000        $       743,000
Net Income Per Unit            $        34.95     $        39.25      $         37.35        $         36.80
</TABLE>

                                      F-9

<PAGE>

                         Public Storage Properties, Ltd.
             Schedule III - Real Estate and Accumulated Depreciation
                      For the year ended December 31, 2001

<TABLE>
<CAPTION>

                                                       Initial Cost
                                                --------------------------
                                                                Building,      Costs Subsequent
                                                                Land Imp &      to construction
        Description           Encumbrances         Land         Equipment       (Improvements)
------------------------      -------------     ----------      ----------      ---------------
<S>                              <C>            <C>             <C>                <C>
Pasadena                                          $327,000        $515,000           $257,000
Whittier - El Monte (1)                            166,000         763,000            294,000
Fremont                                            112,000         741,000            353,000
Milpitas (2)                                       198,000         649,000            207,000
Wilmington                                         815,000       1,336,000            580,000
Sun Valley                                         329,000         611,000            293,000
Corona                                             155,000         757,000            275,000
Norco                                               95,000         456,000            127,000
North Hollywood                                    314,000         553,000            219,000
                              -------------     ----------      ----------      ---------------
                                 $2,000,000     $2,511,000      $6,381,000         $2,605,000
                              =============     ==========      ==========      ===============
</TABLE>

<TABLE>
<CAPTION>
                                          Gross Carrying Amount
                                          at December 31, 2001
                              ---------------------------------------------
                                               Building,
                                              Land Imp &                        Accumulated        Date
        Description             Land           Equipment           Total        Depreciation     Completed
------------------------      ----------      ------------      -----------     ------------     ---------
<S>                           <C>               <C>             <C>              <C>
Pasadena                        $327,000          $772,000       $1,099,000        $674,000        08/78
Whittier - El Monte (1)          134,000         1,089,000        1,223,000         895,000        07/78
Fremont                          112,000         1,094,000        1,206,000         946,000        11/78
Milpitas (2)                     195,000           859,000        1,054,000         711,000        11/78
Wilmington                       815,000         1,916,000        2,731,000       1,657,000        08/78
Sun Valley                       329,000           904,000        1,233,000         812,000        10/78
Corona                           155,000         1,032,000        1,187,000         833,000        12/78
Norco                             95,000           583,000          678,000         478,000        12/78
North Hollywood                  314,000           772,000        1,086,000         630,000        12/79
                              ----------      ------------      -----------     ------------
                              $2,476,000        $9,021,000      $11,497,000      $7,636,000
                              ==========      ============      ===========     ============
</TABLE>

(1)  In the second quarter of 2000, the Partnership sold approximately 19% of
     the land.

(2)  In the first quarter of 2000, the Partnership sold approximately 2% of the
     land.

                                      F-10

<PAGE>

                         Public Storage Properties, Ltd.
             Schedule III - Real Estate and Accumulated Depreciation
                                   (Continued)


           Reconciliation of Real Estate and Accumulated Depreciation


                                      COST

                                                   2001             2000
                                              -------------    -------------
Balance at the beginning of the period        $  11,290,000    $  11,122,000

Additions during the period
    Improvements                                    207,000           32,000
    Sale of Land                                          -          136,000
                                              -------------    -------------
Balance at the close of the period            $  11,497,000    $  11,290,000
                                              =============    =============


                     ACCUMULATED DEPRECIATION RECONCILIATION

                                                   2001             2000
                                              -------------    -------------

Balance at the beginning of the period        $   7,103,000    $   6,569,000

Additions during the period
    Depreciation                                    533,000          534,000
                                              -------------    -------------
Balance at the close of the period            $   7,636,000    $   7,103,000
                                              =============    =============

(a)  The aggregate depreciable cost of real estate (excluding land) for Federal
     income tax purposes is $8,677,000 (unaudited).

                                      F-11