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

    For the fiscal year ended December 31, 2008.

    or

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

    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             91201-2349
-------------------------------------------   ----------------------------------
  (Address of principal executive offices)              (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:   NONE

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

                      Units of Limited Partnership Interest
                      -------------------------------------
                                (Title of class)

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act.
        Yes [ ]                        No  [X]

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Exchange Act.
        Yes [ ]                        No  [X]

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 this
Form 10-K. [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
        Yes [ ]                        No  [X]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer or a smaller reporting company.  See
the definitions of "large accelerated  filer",  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

     Large Accelerated Filer [ ]         Accelerated Filer         [ ]
     Non-accelerated Filer   [X]         Smaller Reporting Company [ ]

                                       1
<PAGE>

The  aggregate  market value of the voting and  non-voting  common stock held by
non-affiliates of the Registrant as of June 30, 2008:

Limited Partner Units, $500.00 Par Value - $18,968,000 (computed on the basis of
$2,525.00  per unit  which was the  highest  reported  sale  price  prior to the
quarter ended June 30, 2008).

The number of units outstanding of the registrant's  classes of common equity as
of March 25, 2009:

Units of Limited Partnership Interest, $500.00 Par Value - 20,000 units

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

                                       2

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                                     PART I

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

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

     This Annual Report on Form 10-K contains forward-looking  statements within
the meaning of the federal  securities  laws.  All  statements in this document,
other than statements of historical fact, are  forward-looking  statements which
may be identified by the use of the words "expects," "believes,"  "anticipates,"
"plans," "would,"  "should," "may," "estimates" and similar  expressions.  These
forward-looking  statements  involve known and unknown risks and  uncertainties,
which may cause Public Storage  Properties,  Ltd.'s (the  "Partnership")  actual
results and  performance  to be  materially  different  from those  expressed or
implied in the forward-looking  statements.  As a result, you should not rely on
any  forward-looking  statements in this report,  or which  management  may make
orally or in writing  from time to time,  as  predictions  of future  events nor
guarantees of future performance.  We caution you not to place undue reliance on
forward-looking statements, which speak only as the date of this report or as of
the dates indicated in the statements.  All of our  forward-looking  statements,
including  those  in this  report,  are  qualified  in  their  entirety  by this
statement.  We expressly disclaim any obligation to update publicly or otherwise
revise any forward-looking  statements,  whether as a result of new information,
new estimates,  or other factors, events or circumstances after the date of this
document,  except where expressly required by law.  Accordingly,  you should use
caution in relying  on past  forward-looking  statements  to  anticipate  future
results.

     Factors  and risks  that may  impact our  future  results  and  performance
include,  but are not limited to, those described in Item 1A, "Risk Factors" and
in our other filings with the Securities and Exchange Commission. ("SEC").

General
-------

     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 completed in January 1978. The Partnership was formed to engage
in the business of developing and operating self-storage facilities for personal
and business use.

     The  Partnership  has  reported  annually to the  Securities  and  Exchange
Commission ("SEC") on Form 10-K which includes financial statements certified by
its  independent  registered  public  accounting  firm. The Partnership has also
reported quarterly to the SEC on Form 10-Q, which includes  unaudited  financial
statements  with  such  filings.   The  Partnership  expects  to  continue  such
reporting.  Upon written request, the Partnership will mail a copy of its Annual
Report on Form 10-K to the limited partners.

     The public may read and copy any materials this Partnership  files with the
SEC at the SEC's Public  Reference Room at 450 Fifth Street,  N.W.,  Washington,
D.C.  20549.  The public may obtain  information  on the operation of the Public
Reference Room by calling the SEC at  1-800-732-0330.  The Partnership  does not
maintain a website.  However,  the SEC  maintains an Internet site that contains
reports,  proxy and  information  statements,  and other  information  regarding
issuers,  including the Partnership,  that file  electronically  with the SEC at
http://www.sec.gov.
-------------------

     In 1995,  there were a series of mergers among Public  Storage  Management,
Inc. (which was the  Partnership's  self-storage  facilities  operator),  Public
Storage,  Inc. (which was one of the  Partnership's  general partners) 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. and acquired
substantially  all of PSMI's United States  ("U.S.") real estate  operations and
became  a  co-general  partner  of  the  Partnership  and  the  operator  of the
Partnership's  self-storage facilities.  Effective June 1, 2007, Public Storage,
Inc.  was  reorganized  into  Public  Storage  ("PS"),  a Maryland  real  estate
investment trust.

     The  Partnership's  general partners are PS 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
of PS, and was its chief executive  officer through November 7, 2002. Hughes and
members of his family  (the  "Hughes  Family")  own  approximately  20.0% of the
outstanding common shares of PS at March 16, 2009.

                                       3
<PAGE>

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

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

The Impact of Current Economic Factors
--------------------------------------

     The recession  being  experienced  in  California  and the U.S. is having a
negative   impact   upon  the   Partnership's   business.   Operationally,   the
Partnership's  occupancies  and rental rates have come under  pressure as demand
for self-storage  space has softened.  The  Partnership,  through its management
agreement with PS (the "Management Agreement"), has responded by reducing rental
rates, increasing promotional discounts, and increasing its marketing activities
to stimulate additional demand for storage.

Investment Objectives and Policies
----------------------------------

     The  Partnership's  investment  objectives  are to (i) preserve and protect
invested  capital,  (ii) maximize the potential for appreciation in value of its
investments, and (iii) provide for cash distributions from operations.

     Following are the  Partnership's  investment  practices  and policies.  The
partnership  does not anticipate  any new  investments,  other than  maintenance
capital  expenditures,  and  does not  anticipate  liquidating  the real  estate
investments  it now holds.  While a vote of the limited  partners  is  generally
required to change the Partnership's  investment policies,  the general partners
hold a majority of the limited  partnership  units, and as a result, the General
Partners could change these policies through their vote.

      o Our investments  consist of nine self-storage  facilities located in the
        U.S. See  "Self-Storage  Facilities" and Item 2 "Properties" for further
        information. These investments were acquired both for income and capital
        gains.

      o There is no limitation on the amount or percentage of assets,  which can
        be invested in any specific person.

     The Partnership does not anticipate issuing senior securities, making loans
to other  persons,  investing in the securities of other issuers for the purpose
of exercising control, underwriting the securities of other issuers, engaging in
the  purchase  and sale of  investments,  offering  securities  in exchange  for
property, or repurchasing or otherwise  reacquiring its outstanding  securities.
The  Partnership  may  consider  borrowing  money  with the  intent of using the
proceeds for  distribution  to partners.  As the capital and credit  markets are
currently  constrained  and  in  flux,  there  can  be  no  assurance  that  the
Partnership  would be able to access any such  borrowings  in order to do so, if
such a course of action were otherwise deemed necessary.

Self-Storage Facilities
-----------------------

     Self-storage  facilities 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 property managers who are supervised by district managers.
Some self-storage  facilities also include rentable  uncovered parking areas for
vehicle storage.  Storage facility spaces are rented on a month-to-month  basis.
Rental rates vary  according to the  location of the  property,  the size of the
storage space and length of stay.

     Users  of  space  in  self-storage   facilities  include  individuals  from
virtually all demographic  groups,  as well as businesses.  Individuals  usually
obtain  this space for  storage of  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.

                                       4
<PAGE>

     Self-storage  facilities in which the  Partnership  has invested  generally
consist  of  three  to  seven  buildings  containing  an  aggregate  of  between
approximately 250 to 1,100 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 its  self-storage  facilities  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  self-storage  facilities  are all in California 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  self-storage
facilities  to  alternative  uses in connection  with a sale or otherwise  would
generally  require  substantial  investment.  However,  the Partnership does not
intend to convert its self-storage facilities to other uses.

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

     The  Partnership's  self-storage  facilities  are  operated by PS under the
"Public  Storage"  brand  name,  which  the  Partnership  believes  is the  most
recognized  name  in  the  self-storage  industry.  The  major  elements  of the
Partnership's operating strategies are as follows:

      o Capitalize on recognition of the "Public Storage" name. PS has more than
        20 years of operating  experience in the self-storage  business.  PS has
        informed the Partnership  that it is the largest  self-storage  facility
        operator in the U.S. in terms of both number of facilities  and rentable
        space operated.  PS believes that its marketing and advertising programs
        improve its competitive  position in the market.  The PS in-house yellow
        pages  staff  designs  and  places   advertisements  in  directories  in
        virtually all markets in which it operates. Customers calling either the
        PS  toll-free   telephone   referral  system,   (800)  44-STORE,   or  a
        self-storage  facility are directed to the PS 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 PS. The telephone  reservation  system
        supports rental activity at all of the U.S.  facilities  operated by PS.
        PS also provides  customers the opportunity to review space availability
        and    make    reservations    online    through    the   PS    website,
        www.publicstorage.com.

      o Maintain  high  occupancy  levels and increase  annual  realized  rents.
        Subject  to  market  conditions,  the  Partnership  generally  seeks  to
        maximize  revenues  through the appropriate  balance between  occupancy,
        rental rates,  and promotional  discounting.  Average  occupancy for the
        Partnership's  self-storage  facilities  was  91.5% in 2008 and 90.3% in
        2007.  Annual  realized  rents per occupied  square foot  increased from
        $15.79 in 2007 to $16.15 in 2008.

      o Systems and controls. PS has an organizational  structure and a property
        operation  system  which  links its  corporate  office  with each of its
        self-storage  facilities.  This enables PS to obtain  daily  information
        from  each  facility  and to  achieve  efficiencies  in  operations  and
        maintain  control over its space  inventory,  rental rates,  promotional
        discounts and delinquencies,  and to identify changing market conditions
        and  operating  trends as well as analyze  customer  data,  and  quickly
        change  properties'  pricing and promotional mix on an automated  basis.
        Expense management is achieved through  centralized payroll and accounts
        payable systems and a comprehensive property tax appeals department.  PS
        also  has  an  extensive  internal  audit  program  designed  to  ensure
        adherence  to  specified  policies and  procedures,  and thereby  ensure
        proper handling of cash collections.

      o Professional  property operation.  There are approximately 5,200 persons
        who render services for the Public Storage system in the U.S., 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 PS and other owners of properties  operated by
        PS.

Property Operator
-----------------

     The Partnership's  self-storage  facilities are managed by PS (as successor
to PSMI) pursuant to a management agreement (the "Management Agreement").

                                       5
<PAGE>

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

     PS engages, at the expense of the Partnership,  employees for the operation
of  the  Partnership's  facilities,   including  property  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 PS.

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

     PS has systems for  managing  space  inventories,  accounting  and handling
delinquent  accounts,  including  a  computerized  network  linking PS  operated
facilities. Property managers are trained in detailed operating procedures.

     The Partnership's  facilities are typically advertised via signage,  yellow
pages,  flyers,  broadcast  media  advertising  (i.e.  television  and radio) in
geographic areas in which many of the Partnership's  facilities are located,  as
well as on the Internet. Broadcast media and other advertising costs are charged
to the  Partnership's  facilities  located in geographic  areas  affected by the
advertising.

     Under the  supervision  of the  Partnership,  PS seeks to increase the cash
flow generated by the Partnership's  facilities by: a) regularly evaluating call
volume,  reservation  activity,  and  move-in/move-out  rates for each  property
relative  to  marketing  activities,  b)  evaluating  market  supply  and demand
factors,  and based upon these analyses,  adjusting the marketing activities and
rental  rates,  c)  attempting  to  maximize  revenues  through  evaluating  the
appropriate   balance   between   occupancy,   rental  rates,   and  promotional
discounting, and d) controlling expense levels.

     For as long as the Management  Agreement  between the Partnership and PS is
in effect, PS has granted the Partnership a non-exclusive  license to use two PS
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.  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 PS provides that the
Management Agreement may be terminated without cause upon 60 days written notice
by the Partnership or six months notice by PS.

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

     Local market  conditions play a significant  role in how  competition  will
affect the Partnership's operations. Self-storage generally draws customers from
residents  within  a  three  to five  mile  radius.  Many  of the  Partnership's
self-storage  facilities  operate within three to five miles of well-located and
well-managed competitors and seek the same group of customers.  Competition from
other  self-storage and other storage  alternatives 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.  Any
increase in  availability  of funds for investment in real estate may accelerate
competition.  Further  development  of  self-storage  facilities  may  intensify
competition  among  self-storage  facilities  in the  market  areas in which the
Partnership  operates.  In addition to competition from self-storage  facilities
operated by PS, there are other publicly traded REITs and numerous  regional and
local  operators.  The Partnership  believes that the significant  operating and
financial  experience  of PS, and the "Public  Storage"  brand name  recognition
should  enable the  Partnership  to continue to compete  effectively  with other
entities.

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

     PS owns a corporation that reinsures  policies issued to the  Partnership's
tenants  against  losses  to  goods  stored  by  tenants  in  the  Partnership's
self-storage  facilities.  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

                                       6
<PAGE>

associated  with the  reinsurance.  The  Partnership  receives a fee (an "Access
Fee") from this corporation in return for providing tenant listings. This Access
Fee is based on the number of spaces the Partnership has to rent.

     A  subsidiary  of PS 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  these  activities,  along with  availability  of  insurance as noted
above,   supplement  and  strengthen  the  Partnership's  existing  self-storage
business by further meeting the needs of storage customers. The subsidiary of PS
receives the revenues and bears the cost of the activities.

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

     Public Storage Properties, Ltd. is treated as a partnership for federal and
state income tax  purposes  with the taxable  income of the entity  allocated to
each partner in  accordance  with the  partnership  agreement.  Accordingly,  no
federal income tax expense is recorded by the Partnership.

Employees
---------

     The Partnership has no direct employees. There are approximately 38 persons
who render services on behalf of the Partnership. 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  or other  entities  owning
facilities operated by PS.

ITEM 1A. RISK FACTORS
         ------------

     In addition to the other information in our Annual Report on Form 10-K, you
should  consider  the risks  described  below that we believe may be material to
investors in evaluating the Partnership.  This section contains  forward-looking
statements,  and in  considering  these  statements,  you  should  refer  to the
qualifications  and  limitations  on our  forward-looking  statements  that  are
described in FORWARD LOOKING STATEMENTS at the beginning of Item 1.
             --------------------------
     THE GENERAL PARTNERS CONTROL THE PARTNERSHIP AS A GROUP.

     Public Storage is a general  partner and  beneficially  owns  approximately
31.4% of our  outstanding  limited  partnership  units.  In  addition,  B. Wayne
Hughes,  General Partner of the  Partnership,  and Chairman of PS and members of
his family beneficially own 31.0% of the limited partnership units. As a result,
the General  Partners,  as a group,  control matters  submitted to a vote of our
unitholders,  including  amending our organizational  documents,  dissolving the
Partnership and approving other such transactions.

     SINCE OUR BUSINESS  CONSISTS  PRIMARILY OF  OPERATING  REAL ESTATE,  WE ARE
SUBJECT TO THE RISKS  RELATED TO THE OWNERSHIP AND OPERATION OF REAL ESTATE THAT
CAN ADVERSELY IMPACT OUR BUSINESS AND FINANCIAL CONDITION.

     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  acquiring  and 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 natural disasters, such as earthquakes and floods;

      o potential terrorist attacks;

      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  nonstrategic  property
        difficult or unattractive including the impact of the current turmoil in

                                       7
<PAGE>

        the credit markets;

      o increases in insurance  premiums,  property  tax  assessments  and other
        operating and maintenance expenses;

      o adverse changes in tax, real estate and zoning laws and regulations; and

      o tenant and employment-related claims.

     In addition,  we self-insure certain of our property loss,  liability,  and
workers  compensation  risks for  which  other  real  estate  companies  may use
third-party  insurers.  This  results  in a higher  risk of losses  that are not
covered by third-party insurance contracts.

     There is significant  competition  among  self-storage  facilities and from
other storage alternatives.  All of our properties are self-storage  facilities,
which generated substantially all of our revenue for the year ended December 31,
2008.  Local market  conditions will play a significant  part in how competition
will affect us.  Competition in the market areas in which many of our properties
are located from other self-storage facilities and other storage alternatives 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 the market areas in which we operate.

     We may incur significant  environmental costs and liabilities.  As an owner
and  operator  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,  whether from
environmental  or microbial  issues,  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  the
Partnership's  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
environmental 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 operations.

     There has been an increasing number of claims and litigation against owners
and managers of rental properties relating to moisture  infiltration,  which can
result in mold or other property damage. When we receive a complaint  concerning
moisture infiltration, condensation or mold problems and/or become aware that an
air quality concern exists, we implement  corrective measures in accordance with
guidelines  and  protocols  we have  developed  with the  assistance  of outside
experts.  We seek to work  proactively  with our  tenants  to  resolve  moisture
infiltration and mold-related issues, subject to our contractual  limitations on
liability for such claims. However, we can give no assurance that material legal
claims  relating to moisture  infiltration  and the presence of, or exposure to,
mold will not arise in the future.

     Property  taxes can increase and cause a decline in yields on  investments.
Each of our  properties is subject to real property  taxes.  These real property
taxes may  increase  in the  future as  property  tax  rates  change  and as our
properties are assessed or reassessed by tax  authorities.  Such increases could
adversely impact our profitability.

     We must comply with the Americans with Disabilities Act and fire and safety
regulations, which can require significant expenditures. All our properties must
comply with the Americans  with  Disabilities  Act and with related  regulations
(the  "ADA").  The  ADA  has  separate   compliance   requirements  for  "public
accommodations"  and  "commercial   facilities,"  but  generally  requires  that
buildings be made  accessible to persons with  disabilities.  Various state laws
impose similar  requirements.  A failure to comply with the ADA or similar state

                                       8
<PAGE>

laws could result in  government  imposed fines on us and could award damages to
individuals affected by the failure. In addition, we must operate our properties
in compliance with numerous local fire and safety  regulations,  building codes,
and other land use regulations.  Compliance with these  requirements can require
us to spend  substantial  amounts of money,  which would  reduce cash  otherwise
available  for  distribution  to  shareholders.  Failure  to comply  with  these
requirements could also affect the marketability of our real estate facilities.

     We incur liability from tenant and employment-related  claims. From time to
time we must resolve  tenant claims and  employment-related  claims by corporate
level and field personnel.

     PUBLIC STORAGE'S  ACQUISITIONS OR DEVELOPMENT OF PROPERTIES MAY SUBJECT THE
PARTNERSHIP TO ADDITIONAL RISKS.

     In August  2006,  Public  Storage  completed  the  acquisition  of Shurgard
Storage Centers, Inc.  ("Shurgard"),  a publicly held REIT that had interests in
approximately 646 self-storage  facilities located in the United States ("U.S.")
and Europe and acquires and develops other real estate facilities as part of its
ongoing  operations.  Such  acquisitions,  including the Shurgard merger, do not
change  the  financial  interests  of  the  Partnership.  However,  because  the
self-storage  facilities of the  Partnership  and Public  Storage are managed by
Public  Storage,  together  with the  newly  acquired  self-storage  facilities,
individual  Partnership  properties  may  experience  a  decrease  in  move-ins,
reductions  to  rental  rates,  increases  to  promotional  discounts,  or other
negative  impacts  to  revenues  in  the  short  and/or  long  term  due  to the
competitive   impact  of  Public  Storage   management  of  the  newly  acquired
facilities,  particularly with respect to those facilities that are close to the
Partnership's facilities.

     THE GLOBAL ECONOMIC CRISIS COULD ADVERSELY  AFFECT OUR BUSINESS,  FINANCIAL
CONDITION, GROWTH AND ACCESS TO CAPITAL.

     By the end of 2008, the national  economy was in a recession and the global
financial crisis had broadened and intensified. Declining economic conditions in
the markets where we operate  facilities,  including higher  unemployment rates,
restrictions  on the  availability of credit,  volatile energy costs,  increased
governmental  needs for revenue including  property taxes,  government  mandates
that could  increase  costs (such as requiring  medical  insurance  for property
management  personnel)  and  other  events  or  factors  that  adversely  affect
disposable income of the consumer,  have and are likely to continue to adversely
affect our business.

     As a further result of the current global financial crisis,  our ability to
borrow at reasonable rates may be adversely affected by illiquid credit markets.
While we currently believe that we have sufficient working capital and cash flow
from  operations  to  continue  to  operate  our  business  as usual,  long-term
continued  turbulence  in the credit  markets  and in the  national  economy may
adversely affect our access to capital and adversely impact earnings growth that
might otherwise result from borrowing funds.


     FAILURE  TO  COMPLY  WITH  APPLICABLE  LAWS  COULD  HARM OUR  BUSINESS  AND
FINANCIAL RESULTS.

     We are  subject  to a wide  range of  federal,  state  and  local  laws and
regulations  including  those imposed by the SEC and the  Sarbanes-Oxley  Act of
2002, as well as applicable labor laws. Although we have policies and procedures
designed to comply with applicable laws and regulations,  failure to comply with
the various laws and  regulations  may result in civil and  criminal  liability,
fines and  penalties,  increased  costs of  compliance  and  restatement  of our
financial statements.

     TERRORIST  ATTACKS AND THE  POSSIBILITY OF WIDER ARMED CONFLICT MAY HAVE AN
ADVERSE  IMPACT ON OUR BUSINESS  AND  OPERATING  RESULTS AND COULD  DECREASE THE
VALUE OF OUR ASSETS.

     Terrorist  attacks and other acts of  violence  or war,  such as those that
took place on September 11, 2001,  could have a material  adverse  impact on our
business and operating results. There can be no assurance that there will not be
further  terrorist  attacks  against the U.S. or its  businesses  or  interests.
Attacks or armed  conflicts  that directly  impact one or more of our properties
could  significantly  affect our ability to operate those properties and thereby
impair our operating  results.  Further,  we may not have insurance coverage for
losses caused by a terrorist attack. Such insurance may not be available,  or if
it is available and we decide to obtain such  terrorist  coverage,  the cost for
the  insurance  may be  significant  in  relationship  to the risk  overall.  In
addition,  the  adverse  effects  that such  violent  acts and threats of future
attacks could have on the U.S.  economy could similarly have a material  adverse
effect on our business and results of  operations.  Finally,  further  terrorist
acts could  cause the U.S.  to enter into a wider  armed  conflict,  which could
further impact our business and operating results.

                                       9
<PAGE>

     INCREASES  IN  INTEREST  RATES  MAY  ADVERSELY  AFFECT  THE  PRICE  OF  OUR
PARTNERSHIP UNITS.

     One of the factors that influence the market price of our partnership units
is the annual rate of distributions  that we pay on the securities,  as compared
with  interest  rates.  An  increase in interest  rates may lead  purchasers  of
partnership  units to demand  higher  annual  distribution  rates,  which  could
adversely affect the market price of our partnership units.

     WE  HAVE  BECOME   INCREASINGLY   DEPENDENT   UPON   AUTOMATED   PROCESSES,
TELECOMMUNICATIONS, AND THE INTERNET AND ARE FACED WITH SYSTEM SECURITY RISKS.

     We have  become  increasingly  centralized  and  dependent  upon  automated
information technology processes.  As a result, we could be severely impacted by
a catastrophic occurrence,  such as a natural disaster or a terrorist attack. In
addition,  a portion of our business operations are conducted over the Internet,
increasing the risk of viruses that could cause system  failures and disruptions
of operations.  Experienced  computer  programmers  may be able to penetrate our
network security and misappropriate our confidential information,  create system
disruptions  or cause  shutdowns.  Nearly half of our move-ins  comes from sales
channels dependent upon telecommunications (telephone or Internet).

     OUR OWNERSHIP INTEREST IN STOR-RE MAY LOSE VALUE OR BECOME A LIABILITY.

     The Partnership has a 0.9% ownership  interest in STOR-Re Mutual  Insurance
Corporation  ("STOR-Re"),  which was  formed in 1994 as an  association  captive
insurance  company,  and is controlled by PS. STOR-Re  provided limited property
and liability  insurance  coverage to the Partnership,  PS, and affiliates of PS
for losses  occurring  prior to April 1, 2004.  Liabilities  for losses and loss
adjustment   expenses  include  an  amount  determined  from  loss  reports  and
individual cases and an amount, based on recommendations from an outside actuary
that is a member of the American  Academy of  Actuaries,  using a frequency  and
severity method, for losses incurred but not reported. Determining the liability
for unpaid losses and loss adjustment  expense is based upon estimates and while
we believe that the amount is adequate, the ultimate loss may be in excess of or
less than the amounts provided,  which may result in a reduction in the value of
the  Partnership's  investment or could result in future  payments to STOR-Re if
its reserves were  determined to be  inadequate.  Financial data with respect to
STOR-Re is included in Note 5 to the  Partnership's  December 31, 2008 financial
statements.


ITEM 1B. UNRESOLVED STAFF COMMENTS
         -------------------------

     Not applicable.



                                       10
<PAGE>



ITEM 2.  PROPERTIES
         ----------

     The following  table sets forth  information  as of December 31, 2008 about
properties owned by the Partnership:

<TABLE>
<CAPTION>
<S>                              <C>                     <C>               <C>                <C>                <C>
                                                        Net              Number              Date             Completion
Location                      Size of Parcel       Rentable Area        of Spaces        of Purchase             Date
                             ---------------       -------------        ---------        -----------         -----------
California
----------
Corona                          2.82 acres          52,000 sq. ft.           465        June 29, 1978         Dec. 1978
Fremont                         3.00 acres          53,000 sq. ft.           454        Mar. 21, 1978         Nov. 1978
Milpitas                        3.40 acres          39,000 sq. ft            419        May 8, 1978           Nov. 1978
Norco                           1.66 acres          29,000 sq. ft            258        July 19, 1978         Dec. 1978
North Hollywood                 2.06 acres          38,000 sq. ft.           342        Mar. 17, 1978         Dec. 1979
Pasadena                        1.84 acres          37,000 sq. ft.           386        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.         1,087        Apr. 18, 1978         Aug. 1978
Whittier - El Monte             3.28 acres          58,000 sq. ft.           536        Nov. 29, 1977         July 1978
</TABLE>


     For the year ended December 31, 2008, the weighted average  occupancy level
and the average  realized  rent per  occupied  square foot for our  self-storage
facilities were approximately 91.5% and $16.15, respectively.

     The  Partnership  does  not  have  any  agreements  to buy or sell any real
estate.  The  Partnership  does not anticipate any new  investments,  other than
maintenance capital expenditures,  and does not anticipate  liquidating the real
estate investments it now holds.

     As of December 31, 2008, none of the properties were encumbered by mortgage
debt.


ITEM 3.  LEGAL PROCEEDINGS
         -----------------

     Brinkley v. Public  Storage,  Inc.  (filed April 2005)  (Superior  Court of
     ---------------------------------------------------------------------------
California - Los Angeles County)
--------------------------------

     The  plaintiff  sued  PS on  behalf  of a  purported  class  of  California
non-exempt  employees based on various California wage and hour laws and seeking
monetary  damages  and  injunctive  relief.  In May  2006,  a motion  for  class
certification  was filed seeking to certify five  subclasses.  Plaintiff  sought
certification  for alleged  meal  period  violations,  rest  period  violations,
failure to pay for travel time,  failure to pay for mileage  reimbursement,  and
for wage  statement  violations.  In October 2006, the Court declined to certify
three out of the five subclasses.  The Court did,  however,  certify  subclasses
based on alleged meal period and wage  statement  violations.  Subsequently,  PS
filed a motion  for  summary  judgment  seeking  to  dismiss  the  matter in its
entirety. On June 22, 2007, the Court granted PS' summary judgment motion as to
the causes of action  relating to the subclasses  certified and dismissed  those
claims. The only surviving claims are those relating to the named plaintiff. The
plaintiff  has filed an appeal to the  Court's  June 22, 2007  summary  judgment
ruling.  On October 28, 2008,  the Court of Appeals  sustained the trial court's
ruling.  The plaintiff  filed a petition for review with the California  Supreme
Court,  which was granted but further action in this matter was deferred pending
consideration and disposition of a related issue in Brinker  Restaurant Corp. v.
Superior Court which is currently pending before the California Supreme Court.

     Other Items
     -----------

     PS and the Partnership are a party to various claims, complaints, and other
legal  actions  that have arisen in the normal  course of business  from time to
time,  that are not  described  above.  We believe that it is unlikely  that the
outcome of these other pending legal proceedings including employment and tenant
claims,  in the  aggregate,  will  have  a  material  adverse  effect  upon  the
operations or financial position of 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 the fiscal year ended December 31, 2008.

                                       11

<PAGE>

                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S  COMMON EQUITY, RELATED STOCKHOLDER MATTERS
         -----------------------------------------------------------------------
         AND ISSUER PURCHASES OF EQUITY SECURITIES
         -----------------------------------------

     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  first  hand
information  regarding the prices at which  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 limited  partnership
interests  (including  the Units),  including the prices at which such secondary
sales transactions are effectuated.

     Exclusive  of the  General  Partners'  interest in the  Partnership,  as of
December 31, 2008, there were approximately 580 unit holders of record.

     Distributions to the general and limited partners of all cash available for
distribution (as defined) are made quarterly. Cash available for distribution is
generally net cash  provided by operating  activities,  less  deductions to pay,
establish  or revise  reserves  for all other  expenses  (other  than  incentive
distributions  to the  general  partner)  and  capital  improvements,  plus  net
proceeds from any sale or financing of the Partnership's properties.

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


ITEM 6.  SELECTED FINANCIAL DATA
         -----------------------
<TABLE>

<CAPTION>
                                                                 For the Year Ended December 31,
                                   --------------------------------------------------------------------------------------------
                                        2008               2007               2006               2005                 2004
                                   ---------------    ---------------    ---------------    ---------------    ---------------
<S>                                <C>                <C>                <C>                <C>                <C>
Revenues                           $     7,872,000    $     7,524,000    $     7,371,000    $     7,002,000    $     6,593,000
Depreciation                               142,000            130,000            165,000            181,000            217,000
Net income                               5,649,000          5,314,000          5,042,000          4,888,000          4,475,000

Limited partners' share                  4,266,000          3,701,000          3,751,000          3,619,000          3,397,000
General partners' share                  1,383,000          1,613,000          1,291,000          1,269,000          1,078,000

LIMITED PARTNERS' PER UNIT DATA (1):
------------------------------------
     Net income                            $213.30            $185.05            $187.55            $180.95            $169.85
     Cash distributions                    $199.00            $234.00            $186.00            $183.00            $155.00

BALANCE SHEET DATA:
-------------------
Cash and cash equivalents          $       802,000    $       559,000    $     1,483,000    $     1,448,000    $     1,407,000
Total assets                       $     4,089,000    $     3,745,000    $     4,720,000    $     4,682,000    $     4,737,000
</TABLE>

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

                                       12
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         -----------------------------------------------------------------------
         OF OPERATIONS
         -------------

     The following  discussion and analysis  should be read in conjunction  with
the Partnership's financial statements and notes thereto.

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

     This Annual Report on Form 10-K contains forward-looking  statements within
the meaning of the federal  securities  laws.  All  statements in this document,
other than statements of historical fact, are  forward-looking  statements which
may be identified by the use of the words "expects," "believes,"  "anticipates,"
"plans," "would,"  "should," "may," "estimates" and similar  expressions.  These
forward-looking  statements  involve known and unknown risks and  uncertainties,
which may cause Public Storage  Properties,  Ltd.'s (the  "Partnership")  actual
results and  performance  to be  materially  different  from those  expressed or
implied in the forward-looking  statements.  As a result, you should not rely on
any  forward-looking  statements in this report,  or which  management  may make
orally or in writing  from time to time,  as  predictions  of future  events nor
guarantees of future performance.  We caution you not to place undue reliance on
forward-looking statements, which speak only as the date of this report or as of
the dates indicated in the statements.  All of our  forward-looking  statements,
including  those  in this  report,  are  qualified  in  their  entirety  by this
statement.  We expressly disclaim any obligation to update publicly or otherwise
revise any forward-looking  statements,  whether as a result of new information,
new estimates,  or other factors, events or circumstances after the date of this
document,  except where expressly required by law.  Accordingly,  you should use
caution in relying  on past  forward-looking  statements  to  anticipate  future
results.

     Factors  and risks  that may  impact our  future  results  and  performance
include,  but are not limited to, those described in Item 1A, "Risk Factors" and
in our other filings with the Securities and Exchange Commission. ("SEC").

Critical Accounting Policies
----------------------------

     Management's  Discussion and Analysis of Financial Condition and Results of
Operations  discusses  our  financial  statements,  which have been  prepared in
accordance with United States ("U.S.") generally accepted accounting  principles
("GAAP"). The preparation of our financial statements and related disclosures in
conformity with GAAP and our discussion and analysis of our financial  condition
and results of operations requires management to make judgments, assumptions and
estimates  that  affect  the  amounts  reported  in our  consolidated  financial
statements and accompanying  notes. The notes to the Partnership's  December 31,
2008  financial   statements,   primarily  Note  2,  summarize  the  significant
accounting  policies and methods  used in the  preparation  of our  consolidated
financial statements and related disclosures.

     Management  believes the  following  are critical  accounting  policies the
application  of which  has a  material  impact  on the  Partnership's  financial
presentation. That is, they are both important to the portrayal of our financial
condition  and  results,  and they  require  management  to make  judgments  and
estimates about matters that are inherently uncertain.

     IMPAIRMENT OF REAL ESTATE:  Substantially all of our assets consist of real
estate.  On a quarterly  basis, we evaluate our real estate for impairment.  The
evaluation of real estate for impairment includes determining whether indicators
of  impairment  exist,  which is a subjective  process.  When any  indicators of
impairment  are  found,  the  evaluation  then  entails  projections  of  future
operating cash flows, which also involves significant judgment. We identified no
such  impairments at December 31, 2008.  However,  future  events,  or facts and
circumstances that currently exist, that we have not yet identified, could cause
us to conclude in the future that our real  estate is  impaired.  Any  resulting
impairment  loss  could  have a  material  adverse  impact on the  Partnership's
financial condition and results of operations.

     ESTIMATED  USEFUL  LIVES OF  LONG-LIVED  ASSETS:  Substantially  all of our
assets consist of depreciable, long-lived assets. We record depreciation expense
with respect to these assets based upon their estimated useful lives. Any change
in the estimated useful lives of those assets,  caused by functional or economic
obsolescence  or other  factors,  could  have a material  adverse  impact on our
financial condition or results of operations.

     ACCRUALS FOR CONTINGENCIES:  We are exposed to business and legal liability
risks with respect to events that have occurred, but in accordance with GAAP, we
have not accrued for such potential  liabilities  because the loss is either not
probable  or not  estimable  or because  we are not aware of the  event.  Future
events and the  result of  pending  litigation  could  result in such  potential
losses  becoming  probable and estimable,  which could have a material,  adverse

                                       13
<PAGE>

impact on our  financial  condition  or  results  of  operations.  Some of these
potential  losses,  which we are aware of, are described in Notes 5 and 8 to the
Partnership's December 31, 2008 financial statements.

     ACCRUALS  FOR  OPERATING  EXPENSES:  We accrue for property tax expense and
other operating  expenses based upon estimates and historical trends and current
and  anticipated  local and state  government  rules and  regulations.  If these
estimates and assumptions are incorrect, our expenses could be misstated.

OVERVIEW OF MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
--------------------------------------------------------------

     The   self-storage   industry   is  highly   fragmented   and  is  composed
predominantly  of numerous  local and  regional  operators.  Competition  in the
markets in which we  operate  is  significant  and has  increased  over the past
several years due to  additional  development  of  self-storage  facilities.  We
believe  that the  increase  in  competition  has had a  negative  impact to the
Partnership's  occupancy  levels and rental rates in many markets.  However,  we
believe that the  Partnership's  affiliation with Public Storage ("PS") provides
several  distinguishing  characteristics  that enable the Partnership to compete
effectively with other owners and operators.

     PS is the largest owner and operator of self-storage facilities in the U.S.
All of the PS  facilities  in the U.S. are operated  under the "Public  Storage"
brand name,  which we believe is the most recognized and established name in the
self-storage  industry.  Market  concentration  establishes  PS as  one  of  the
dominant  providers of  self-storage  space in most markets in which PS operates
and enables PS to use a variety of  promotional  activities,  such as television
advertising as well as targeted  discounting and referrals,  which are generally
not economically  viable to most competitors of PS, as well as more substantial,
well-placed yellow page advertisements than can many of its competitors.

     The self-storage  industry is not immune to the  recessionary  pressures in
the general economic environment.  Demand for self-storage space in the U.S. has
softened and, as a result, the Partnership is experiencing  downward pressure on
occupancy levels, rental rates and revenue growth.

     We will continue to focus our growth  strategies on improving the operating
performance of our existing self-storage  properties primarily through increases
in revenues  achieved  through the telephone  reservation  center and associated
marketing efforts. We expect potential future increases in rental income to come
primarily  from  increases in realized rent rather than  increases in occupancy,
although there can be no assurance.

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

     YEAR ENDED DECEMBER 31, 2008 AS COMPARED TO YEAR ENDED DECEMBER 31, 2007:

     The  Partnership's  net  income for 2008 was  $5,649,000,  as  compared  to
$5,314,000 for 2007,  representing an increase of $335,000 or 6.3%. Property net
operating income (rental income less cost of operations, management fees paid to
an  affiliate  and  depreciation   expense)  increased  $279,000  or  5.3%  from
$5,217,000 in 2007 to $5,496,000 in 2008.

     Rental  income for 2008 was  $7,621,000  compared to  $7,341,000  for 2007,
representing  an increase of $280,000 or 3.8%. The increase in rental income was
a result of improvements in realized rent per square foot.  Annual realized rent
for 2008 increased to $16.15 per occupied square foot, as compared to $15.79 per
occupied  square  foot  for  2007.  Weighted  average  occupancy  levels  at the
self-storage facilities were 91.5% and 90.3% for 2008 and 2007, respectively.

     We believe that demand for self-storage space has been negatively  impacted
by  general  economic  conditions,  the slow down in  housing  sales and  moving
activity, as well as increased competition. It is unclear to us how much we have
been negatively impacted by these factors, and how much these factors may impact
us going forward.

     Other  income was  $251,000  for 2008,  as compared  to $183,000  for 2007,
representing an increase of $68,000 or 37.2%.  Included in other income for 2008
are additional access fees paid by PS Insurance Company - Hawaii, Ltd. ("PSIC"),
a corporation  owned by PS (described more fully in Note 5 to the  Partnership's
December 31, 2008 financial statements),  totaling $34,000 for amounts earned in
2007. These additional  access fees were paid in 2008 as a result of a change in
PSIC's accounting  estimates which determine such fees. Included in other income
on our statements of income are access fees totaling  $215,000  (which  includes
the  $34,000  for  amounts  earned  in 2007)  and  $104,000  for 2008 and  2007,
respectively.

                                       14
<PAGE>

     Cost of operations,  including  management fees paid to an affiliate,  (see
Note 5 to the Partnership's December 31, 2008 financial statements) for 2008 was
$1,983,000  compared to $1,994,000 for 2007,  representing a decrease of $11,000
or 0.6%, as  reductions  in  advertising  and  promotion,  insurance and offices
expenses,  were mostly  offset by increases in utilities,  payroll,  repairs and
maintenance, property taxes and management fee expenses.

     Depreciation   expense  was  $142,000  and  $130,000  for  2008  and  2007,
respectively,  representing  an  increase  of $12,000 or 9.2%.  The  increase in
depreciation  expense is primarily related to additional capital improvements on
the buildings for the Partnership's self-storage facilities.

     Administrative   expense   was  $98,000  and  $86,000  in  2008  and  2007,
respectively,  representing an increase of $12,000,  or 14.0%.  This increase is
attributable  to legal  fees  totaling  $13,000  incurred  in 2008  related to a
proposed property condemnation which is no longer under consideration.

     YEAR ENDED DECEMBER 31, 2007 AS COMPARED TO YEAR ENDED DECEMBER 31, 2006:

     The  Partnership's  net  income for 2007 was  $5,314,000,  as  compared  to
$5,042,000 for 2006,  representing an increase of $272,000 or 5.4%. Property net
operating income (rental income less cost of operations, management fees paid to
an  affiliate  and  depreciation   expense)  increased  $195,000  or  3.9%  from
$5,022,000 in 2006 to $5,217,000 in 2007.

     Rental income for 2007 was $7,341,000,  as compared to $7,220,000 for 2006,
representing  an increase of $121,000 or 1.7%. The increase in rental income was
a result of  improvements  in realized rent per square foot and in  occupancies.
Weighted average occupancy levels at the self-storage  facilities were 90.3% and
90.5% for 2007 and 2006,  respectively.  Annual realized rent for 2007 increased
to $15.79 per occupied  square foot,  as compared to $15.53 per occupied  square
foot for 2006.

     Other  income was  $183,000  for 2007,  as compared  to $151,000  for 2006,
representing  an increase of $32,000 or 21.2%.  Included in other  income on our
statements of income are access fees paid by PSIC totaling  $104,000 and $58,000
for 2007 and 2006, respectively.

     Cost of operations,  including  management fees paid to an affiliate,  (see
Note 5 to the Partnership's December 31, 2008 financial statements) for 2007 was
$1,994,000  compared to $2,033,000 for 2006,  representing a decrease of $39,000
or 1.9%. This decrease is primarily due to decreases in repairs and maintenance,
and  advertising  and  promotion  expenses,  partially  offset by  increases  in
utilities, office expense and management fees.

     Depreciation   expense  was  $130,000  and  $165,000  for  2007  and  2006,
respectively,  representing  a decrease  of $35,000 or 21.2%.  The  decrease  in
depreciation  expense is primarily  related to past capital  improvements on the
buildings  for  the  Partnership's   self-storage   facilities   becoming  fully
depreciated.

     Administrative   expense  was  $86,000  and  $131,000  in  2007  and  2006,
respectively,  representing  a decrease of $45,000,  or 34.4%.  This decrease is
primarily  attributable  to a cost of  $32,000  for  termination  of a  contract
incurred in 2006, with the remaining decrease due to lower allocated expenses in
2007 compared to 2006.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     Cash generated from operations  ($5,850,000 for the year ended December 31,
2008) has been  sufficient to meet all current  obligations of the  Partnership.
Capital  improvements totaled $247,000 in 2008, $113,000 in 2007 and $143,000 in
2006. Capital improvements are budgeted at $176,000 for 2009.

     The Partnership does not anticipate issuing senior securities, making loans
to other  persons,  investing in the securities of other issuers for the purpose
of exercising control, underwriting the securities of other issuers, engaging in
the  purchase  and sale of  investments,  offering  securities  in exchange  for
property, or repurchasing or otherwise  reacquiring its outstanding  securities.
The  Partnership  may  consider  borrowing  money  with the  intent of using the
proceeds for  distribution  to partners.  As the capital and credit  markets are
currently  constrained  and  in  flux,  there  can  be  no  assurance  that  the
Partnership  would be able to access any such  borrowings  in order to do so, if
such a course of action were otherwise deemed necessary.

                                       15
<PAGE>


     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.  We paid distributions to
the limited and general  partners  totaling  $3,980,000  ($199.00  per unit) and
$1,380,000,   respectively,  for  the  year  ended  December  31,  2008.  Future
distribution  rates will be adjusted to levels which are  supported by operating
cash flow after capital improvements and any other necessary obligations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         ----------------------------------------------------------

     As of December 31, 2008, the Partnership had no outstanding debt.

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 15(a).

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

     Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES
         -----------------------

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

     Public  Storage  maintains  disclosure  controls  and  procedures  that are
designed to ensure that  information  required  to be  disclosed  in reports the
Partnership  files and submits  under the  Securities  Exchange Act of 1934,  as
amended, ("Exchange Act") is recorded, processed, summarized and reported within
the time  periods  specified in  accordance  with SEC  guidelines  and that such
information is communicated to the  Partnership's  management,  including Public
Storage's Chief Executive Officer and Chief Financial  Officer,  to allow timely
decisions  regarding required  disclosure based on the definition of "disclosure
controls and  procedures" in Rules  13a-15(e) and 15d-15(e) of the Exchange Act.
In designing and evaluating the disclosure  controls and procedures,  management
recognized  that any controls and  procedures,  no matter how well  designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives  and  management  necessarily  was  required to apply its judgment in
evaluating the cost-benefit  relationship of possible controls and procedures in
reaching that level of reasonable assurance.

     As of December 31, 2008,  Public Storage  carried out an evaluation,  under
the  supervision and with the  participation  of the  Partnership's  management,
including Public Storage's Chief Executive Officer and Chief Financial  Officer,
of the effectiveness of the design and operation of the Partnership's disclosure
controls  and  procedures  (as  such  term is  defined  in Rules  13a-15(e)  and
15d-15(e) of the Exchange Act. Based on that evaluation,  Public Storage's Chief
Executive  Officer and Chief Financial  Officer concluded that the Partnership's
disclosure controls and procedures were effective as of December 31, 2008.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

     Our management is responsible for  establishing  and  maintaining  adequate
internal  control  over  financial  reporting,  as such term is defined in Rules
13a-15(f) and 15d-15(f) of the Exchange Act. Under the  supervision and with the
participation  of our  management,  including  Public  Storage's Chief Executive
Officer  and  Chief  Financial  Officer,  we  conducted  an  evaluation  of  the
effectiveness  of our internal  control over  financial  reporting  based on the
framework in Internal  Control-Integrated  Framework  issued by the Committee on
Sponsoring  Organizations  of the Treadway  Commission.  Based on our evaluation
under the framework in Internal  Control-Integrated  Framework,  our  management
concluded that our internal control over financial reporting was effective as of
December 31, 2008.

     This annual  report does not include an audit  report of the  Partnership's
independent  registered public  accounting firm regarding  internal control over
financial  reporting.  Management's  report  was not  subject  to  audit  by the
Partnership's   independent   registered  public  accounting  firm  pursuant  to
temporary  rules  of the  SEC  that  permit  the  Partnership  to  provide  only
management's report in this annual report.

                                       16

<PAGE>


CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

     There have not been any  changes in our  internal  control  over  financial
reporting (as such term is defined in Rules  13a-15(f)  and 15d-15(f)  under the
Exchange  Act)  during  the  quarter  to which  this  report  relates  that have
materially affected, or are reasonable likely to materially affect, our internal
control over financial reporting.


ITEM 9B. OTHER INFORMATION
         -----------------

     Not applicable.

                                       17

<PAGE>


                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
         ------------------------------------------------------

     The Partnership has no directors or executive officers.

     The Partnership's  General Partners are PS and B. Wayne Hughes.  PS, acting
through its trustees and  executive  officers,  and Mr.  Hughes  manage and make
investment  decisions  for the  Partnership.  The  self-storage  facilities  are
managed by PS pursuant to a Management Agreement.

     Pursuant to 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,
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.

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

      Name                             Positions with PS
--------------------------    -----------------------------------------------
B. Wayne Hughes                Chairman of the Board
Ronald L. Havner, Jr.          Chief Executive Officer, Vice Chairman of the
                               Board and President
John Reyes                     Senior Vice President and Chief Financial Officer
Brian J. Fields                Senior Vice President and Chief Legal Officer
Mark C. Good                   Senior Vice President and Chief Operating Officer
David F. Doll                  Senior Vice President and President, Real Estate
                               Group
Candace N. Krol                Senior Vice President of Human Resources
Dann V. Angeloff               Trustee
William C. Baker               Trustee
John T. Evans                  Trustee
Tamara Hughes Gustavson        Trustee
Uri P. Harkham                 Trustee
B. Wayne Hughes, Jr.           Trustee
Harvey Lenkin                  Trustee
Gary E. Pruitt                 Trustee
Daniel C. Staton               Trustee

     The following is a biographical  summary of the current executive  officers
of PS:

     Ronald L. Havner, Jr., age 51, has been the Vice-Chairman,  Chief Executive
Officer  and a member of the Board of Public  Storage  since  November  2002 and
President  since July 1, 2005. Mr. Havner joined Public Storage in 1986 and held
a variety of senior management  positions until his appointment as Vice-Chairman
and Chief  Executive  Officer in 2002.  Mr.  Havner has been  Chairman of Public
Storage's  affiliate,  PS Business Parks,  Inc. (PSB),  since March 1998 and was
Chief  Executive  Officer of PSB from March 1998 until August 2003. He is also a
member of the Board of  Governors  and the  Executive  Committee of the National
Association  of Real  Estate  Investment  Trusts,  Inc.  (NAREIT).  He is also a
director of Business Machine Security,  Inc., General Finance  Corporation and a
member of the NYU REIT Center Board of Advisors.

     John Reyes, age 48, a certified public accountant, joined Public Storage in
1990 and was  Controller of Public Storage from 1992 until December 1996 when he
became Chief Financial Officer.  He became a Vice President of Public Storage in
November 1995 and a Senior Vice  President of Public  Storage in December  1996.
From 1983 to 1990, Mr. Reyes was employed by Ernst & Young.

     Brian J.  Fields,  age 46,  became  Senior Vice  President  and Chief Legal
Officer  of Public  Storage on April 1, 2008.  From 1997  until  joining  Public
Storage,  Mr.  Fields was  employed  by  WellPoint,  Inc.,  the  largest  health
insurance company in the United States. At WellPoint,  Mr. Fields held a variety
of legal management positions,  serving most recently as Vice President,  Deputy
General Counsel.

                                       18
<PAGE>

     Mark C. Good,  age 52,  became Senior Vice  President  and Chief  Operating
Officer of Public Storage on September 8, 2008.  Before joining Public  Storage,
Mr. Good was with Sears Holdings  Corporation since 1997, where he was Executive
Vice President and General Manager of Sears Home Services,  the nation's largest
home appliance repair and home  improvement  services  organization  with annual
revenues  of  approximately  $3  billion.  Mr. Good also served as a director of
Sears Canada, Inc.

     David F. Doll,  age 50, became Senior Vice  President and  President,  Real
Estate  Group,  in  February  2005,  with  responsibility  for the  real  estate
activities of Public Storage,  including  property  acquisitions,  developments,
repackagings, and capital improvements.  Before joining Public Storage, Mr. Doll
was Senior Executive Vice President of Development for Westfield Corporation,  a
major  international owner and operator of shopping malls, where he was employed
since 1995.

     Candace N. Krol, age 47, became Senior Vice President of Human Resources in
September 2005. From 1985 until joining Public Storage, Ms. Krol was employed by
Parsons  Corporation,  a global  engineering and  construction  firm,  where she
served in various management positions, most recently as Vice President of Human
Resources for the Infrastructure and Technology global business unit.

     The following is a biographical  summary of the current outside Trustees of
PS:

     B.  Wayne  Hughes,  age 75,  has been a member of the Board of PS since its
organization  in 1980. Mr. Hughes 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  retired as Chief  Executive  Officer in
November  2002 and remains  Chairman  of the Board.  Mr.  Hughes is  currently a
private  investor  and operates a horse farm in  Kentucky.  Mr.  Hughes has been
active in the real estate  investment  field for over 30 years. He is the father
of B. Wayne Hughes,  Jr., and Tamara Hughes  Gustavson,  who are also members of
the PS Board.

     Dann V. Angeloff, age 73, Chairman of the  Nominating/Corporate  Governance
Committee and a member of the Audit Committee, has been a member of the Board of
PS since its  organization  in 1980.  Mr.  Angeloff  has been  President  of the
Angeloff Company, a corporate  financial advisory firm, since 1976. Mr. Angeloff
is  currently  the  general  partner  and owner of a 20%  interest  in a limited
partnership that in 1974 purchased a self-storage facility operated by PS. He is
a director of Bjurman,  Barry Fund, Inc.,  Electronic  Recyclers  International,
Nicholas/Applegate Fund, Retirement Capital Group and SoftBrands, Inc.

     William C. Baker, age 75, a member of the  Nominating/Corporate  Governance
Committee,  joined the PS Board in November  1991.  Mr.  Baker was  Chairman and
Chief  Executive  Officer of Callaway Golf Company from August 2004 until August
2005.  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,
he was President of Red Robin International, Inc., an operator and franchisor of
casual dining  restaurants  in the United  States and Canada.  From January 1992
through  December  1995, Mr. Baker 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  Coast  Newport
Properties,  a real estate brokerage company. From 1976 to 1988, Mr. Baker was a
principal  shareholder  and  Chairman and Chief  Executive  Officer of Del Taco,
Inc., an operator and franchisor of fast food restaurants in California. He is a
director of California  Pizza Kitchen and Javo Beverage  Company,  a supplier of
coffee, tea and other beverage mixes.

     John  T.  Evans,  age 70,  member  of the  Nominating/Corporate  Governance
Committee  and the  Compensation  Committee,  became a member of the PS Board in
August  2003.  Mr.  Evans has been a partner in the law firm of Osler,  Hoskin &
Harcourt LLP, Toronto, Canada from April 1993 to the present and in the law firm
of Blake, Cassels & Graydon LLP, Toronto,  Canada from April 1966 to April 1993.
Mr.  Evans  specializes  in business law  matters,  securities,  restructurings,
mergers and  acquisitions and advising on corporate  governance.  Mr. Evans is a
director of Cara Operations Inc., Kubota Metal Corporation, and Vice-Chairman of
Toronto East General  Hospital.  Until August 2003,  Mr. Evans was a director of
Canadian  Mini-Warehouse  Properties  Ltd., a Canadian  corporation  owned by B.
Wayne Hughes and members of his family.

     Tamara  Hughes  Gustavson,  age 47,  became  a  member  of the PS  Board in
November 2008.  She was employed by PS from 1978 to 2003,  serving most recently
as Vice President,  Administration. She also serves on the Board of Directors of
the USC-CHLA  Institute for  Pediatric  Clinical  research.  Ms Gustavson is the
daughter of B. Wayne Hughes,  Chairman of the Board, and the sister of B. Wayne.
Hughes, Jr., also a Trustee.

                                       19
<PAGE>

     Uri P. Harkham,  age 60, a member of the Compensation  Committee,  became a
trustee of the PS Board in March 1993.  Mr.  Harkham has been the  President and
Chief Executive Officer of Harkham  Industries,  which specializes in designing,
manufacturing  and marketing  women's  clothing under its four labels,  Harkham,
Hype,  Jonathan Martin and Johnny Martin,  since its organization in 1974. Since
1978,  Mr.  Harkham  has been the Chief  Executive  Officer  of  Harkham  Family
Enterprises, a real estate firm specializing in buying and rebuilding retail and
mixed use real estate throughout Southern California.

     B. Wayne  Hughes,  Jr., age 49, became a trustee of the PS Board in January
1998.  He was  employed  by PS from 1989 to 2002,  serving as Vice  President  -
Acquisitions of the Company from 1992 to 2002. Mr. Hughes, Jr. is currently Vice
President of American  Commercial  Equities,  LLC and its affiliates,  companies
engaged in the acquisition and operation of commercial properties in California.
He is the son of B. Wayne  Hughes,  Chairman  of the Board,  and the  brother of
Tamara Hughes Gustavson, also a Trustee.

     Harvey Lenkin, age 72, became a trustee of the PS Board in 1991. Mr. Lenkin
retired  as  President  and Chief  Operating  Officer  of PS in 2005,  and was a
consultant  for PS until July 1, 2006.  Mr.  Lenkin  was  employed  by PS or its
predecessor for 27 years.  He has been a director of PS' affiliate,  PS Business
Parks,  Inc., since March 1998 and was President of PS Business Parks, Inc. from
1990 until March 1998. He is also a director of Paladin Realty Income Properties
I, Inc. and a director of Huntington Hospital,  Pasadena,  California and serves
on the Board of the Ronald McDonald House Charity of Southern California.

     Gary E. Pruitt, age 58, Chairman of the Audit Committee and a member of the
Compensation  Committee,  became a  trustee  of the PS Board in  August  2006 in
connection with the merger of Shurgard Storage Centers, Inc. with PS. Mr. Pruitt
was  previously a director of Shurgard.  He is the Chairman and Chief  Executive
Officer of Univar  N.V.,  a chemical  distribution  company  based in  Bellevue,
Washington with  distribution  centers in the United States,  Canada and Europe.
Mr.  Pruitt  joined  Univar  in 1978 and held a  variety  of  senior  management
positions until his appointment as Chairman and Chief Executive Officer in 2002.

     Daniel C. Staton,  age 56,  Chairman of the  Compensation  Committee  and a
member of the Audit Committee,  became a member of the PS Board in March 1999 in
connection with the merger of Storage Trust Realty with the Company.  Mr. Staton
was Chairman of the Board of Trustees of Storage Trust Realty from February 1998
until March 1999 and a Trustee of Storage  Trust Realty from November 1994 until
March 1999. He is Chairman of Staton Capital,  an investment and venture capital
company  and the  Co-Chief  Executive  Officer of  FriendFinder  Networks,  Inc.
(formerly  PMGI),  a print and  electronic  media  company  and Chief  Executive
Officer of  Enterprise  Acquisition  Corp.  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.

     Each Trustee of PS serves until he or she resigns or is removed from office
by PS,  and may  resign or be  removed  from  office at any time with or without
cause.  Each  officer of PS serves  until he or she resigns or is removed by the
Board of Trustees of PS. 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 trustee or executive officer of PS during the past five years.

     The  members of the PS Audit  Committee  of the Board are:  Gary E.  Pruitt
(Chairman),  Dann  V.  Angeloff  and  Daniel  C.  Staton.  The  Board  of PS has
determined  that Audit Committee  members,  Gary E. Pruitt and Daniel C. Staton,
each qualify as an audit  committee  financial  expert within the meaning of the
rules  of  the  Securities  and  Exchange  Commission.  The  Board  has  further
determined that Messrs. Pruitt,  Angeloff and Staton are each independent within
the meaning of Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.

     The financial  records of the  Partnership  are  maintained and prepared by
employees  of PS. The Board of  Trustees  of PS has adopted a code of ethics for
its senior  financial  officers.  The Code of Ethics  applies  to those  persons
serving as PS' principal  executive  officer,  principal  financial  officer and
principal  accounting  officer. A copy of the Code of Ethics may be found on the
PS website at www.publicstorage.com/Corporateinformation/CorpGovernance.apsx and
              --------------------------------------------------------------
available in print by written  request  from the  Secretary of PS at 701 Western
Ave., Glendale, CA 91201-2349.

                                       20

<PAGE>


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.

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          ----------------------------------------------------------------------
          RELATED STOCKHOLDER MATTERS
          ---------------------------

(a)  At March 25, 2009,  the following  beneficially  owned more than 5% of
     the Units:

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

   Units of Limited       H-G Family Corporation, PS    6,196 Units (2)  31.0%
   Partnership Interest   Orangeco Partnerships, Inc.
                          701 Western Ave.
                          Glendale, California 91201

       1) Includes  (i) 6,169  Units  owned by PS as to which PS has sole voting
          and  dispositive  power,  (ii) 80 Units which,  on January 1, 2009, PS
          exercised its option to acquire from Tamara Hughes Gustavson, an adult
          daughter  of Hughes and (iii) 25 Units  which on  January 1, 2009,  PS
          exercised  its  option  to  acquire  from H-G  Family  Corporation,  a
          corporation of which Hughes' children are shareholders.

       2) Includes  (i)  6,000  Units  owned  by BWH  Marina  Corporation  II, a
          corporation wholly-owned by Hughes, as to which Hughes has sole voting
          and  dispositive  power  and  (ii)  196  Units  owned  by PS  Orangeco
          Partnerships,  Inc., a corporation  in which Hughes and members of his
          family  own  approximately  48% of the voting  stock,  PS owns 46% and
          members of PS's management and related  individuals own  approximately
          6%.

(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  participate 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  (approximately  $80,808 was contributed
by PS  and  $20,202  was  contributed  by  Mr.  Hughes).  In  1995,  Mr.  Hughes
contributed  his ownership and rights to  distributions  from the Partnership to
BWH Marina  Corporation II, a corporation  wholly-owned by Mr. Hughes.  In 2002,
BWH Marina Corporation II sold its interest to H-G Family Corporation.  As such,
Mr.  Hughes  continues  to act as a  general  partner  but  receives  no  direct
compensation or other consideration from the Partnership.  Information regarding
ownership of Units by PS and Hughes,  the General  Partners,  is set forth under
section (a) above. The trustees and executive officers of PS (including Hughes),
as a  group  (16  persons),  beneficially  own  an  aggregate  of  6,214  Units,
representing  31.1% of the Units  (including the 6,000 Units owned by H-G Family
Corporation and the 196 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, RELATED TRANSACTIONS AND TRUSTEE INDEPENDENCE
         --------------------------------------------------------------------

     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

                                       21
<PAGE>

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.  Mr. Hughes has assigned his ownership and  distribution
rights in the Partnership to BWH Marina Corporation II ("BWH Marinas"),  and BWH
Marinas sold its  interests to H-G Family  Corporation  in 2002.  In addition to
their distribution rights with respect to their general partner's interests,  PS
and  H-G  Family   Corporation  own  6,169  and  6,025  Limited  Partner  Units,
respectively.  During 2008, PS and H-G Family Corporation received approximately
$1,104,000 and $276,000, respectively, in distributions related to their general
partner's  ownership  interests.  As described  above, the General Partners also
hold Limited Partnership Units. Through these holdings, PS and the Hughes Family
received $1,267,000 and $1,223,000,  respectively,  of cash distributions during
2008.

     The Partnership  has a management  agreement (the  "Management  Agreement")
with PS (as  successor-in-interest to PSMI). Under the Management Agreement, the
Partnership  pays PS a fee of 6% of the  gross  revenues  of the  mini-warehouse
properties operated for the Partnership. For as long as the Management Agreement
is in effect, PS has granted the Partnership a non-exclusive  license to use two
PS 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.  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  with PS provides  that the
Management Agreement may be terminated without cause upon 60 days written notice
by the  Partnership or six months notice by PS. During 2008,  2007 and 2006, the
Partnership paid fees of $457,000,  $440,000 and $433,000,  respectively,  to PS
pursuant to the Management Agreement.

     In addition,  the Partnership  combines its insurance purchasing power with
PS  through  captive  insurance  entities  controlled  by PS (see  Note 5 to the
Partnership's  December 31, 2008 financial  statements).  These captive entities
provide  limited  property  and  liability   insurance  to  the  Partnership  at
commercially competitive rates. The Partnership and PS also utilize unaffiliated
insurance carriers to provide property and liability  insurance in excess of the
captive  entities'  limitations.  Premiums paid to the captive  entities for the
years ended December 31, 2008, 2007 and 2006 were $55,000,  $49,000 and $54,000,
respectively.

     The  Partnership's  facilities,  along with facilities  owned by PS and its
affiliates, are managed and marketed jointly by PS in order to take advantage of
scale and other  efficiencies.  As a result,  significant  components of cost of
operations,  such as payroll costs,  advertising and promotion,  data processing
and  insurance  expenses are shared and  allocated  among the  properties  using
methodologies  meant to  fairly  allocate  such  costs  based  upon the  related
activities. The total of such expenses,  substantially all of which are included
in cost of operations  on the  Partnership's  statements of income,  amounted to
$737,000, $765,000 and $867,000 for the years ended December 31, 2008, 2007, and
2006, respectively.

     The Trustees of PS are identified in Item 10 on page 18 of this report.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
         --------------------------------------

     Fees billed to the  Partnership  by Ernst & Young LLP for 2008 and 2007, as
are follows:

     Audit Fees: Audit fees billed (or expected to be billed) to the Partnership
by  Ernst  & Young  LLP for the  audit  of the  Partnership's  annual  financial
statements  and reviews of the quarterly  financial  statements  included in the
Partnership's  quarterly  reports on Form 10-Q  totaled  $19,000 for each of the
years ended December 31, 2008 and 2007.

     Tax Fees: Tax fees billed (or expected to be billed) to the  Partnership by
Ernst & Young LLP for tax  services  (primarily  federal  and state  income  tax
preparation)  totaled  $13,000 for each of the years ended December 31, 2008 and
2007.

     Audit-Related  Fees and Other Fees:  During 2008 and 2007 Ernst & Young LLP
did not bill the Partnership for  audit-related  services or any other services,
except audit services and tax services denoted above.

     The Audit  Committee of PS pre-approves  all services  performed by Ernst &
Young LLP,  including  those listed above. At this time, the Audit Committee has
not  delegated  pre-approval  authority  to any  member or  members of the Audit
Committee.

                                       22

<PAGE>


                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
         ------------------------------------------

(a)  List of documents filed as part of this 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)  Exhibits: See Exhibit Index contained below.

(c)  Not applicable.
                                       23


<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.

                                  EXHIBIT INDEX

                           (ITEMS 15(A)(3) AND 15(B))


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  the
        Partnership'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. 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.

14      Code of Ethics for Senior  Financial  Officers of Public Storage.  Filed
        with the  Partnership's  Annual  Report on Form 10-K for the year  ended
        December 31, 2003 and incorporated herein by reference.

31.1    Rule 13a - 14(a) Certification. Filed herewith.

31.2    Rule 13a - 14(a) Certification. Filed herewith.

32      Section 1350 Certifications. Filed herewith.

                                       24

<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 25, 2009            By:    Public Storage, General Partner

                                         By:    /s/ Ronald L. Havner, Jr.
                                                ------------------------------
                                                Ronald L. Havner, Jr., Vice
                                                Chairman of the Board, Chief
                                                Executive Officer and President
                                                of Public Storage, Corporate
                                                General Partner

                                  By: /s/ B. Wayne Hughes
                                      ----------------------------------------
                                      B. Wayne Hughes, General Partner and
                                      Chairman of the Board of Public Storage


                                       25


<PAGE>



     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>
<S>                                                        <C>                                                        <C>
                      Signature                                             Capacity                                   Date
---------------------------------------               ----------------------------------------------------        -----------------
                                                       Vice Chairman of the Board, Chief Executive
                                                       Officer and President of Public Storage, Corporate
/s/ Ronald L. Havner Jr.                               General Partner                                            March 25, 2009
---------------------------------------
Ronald L. Havner, Jr.

                                                       General Partner and Chairman of the Board of
/s/ B. Wayne Hughes                                    Public Storage                                             March 25, 2009
---------------------------------------
B. Wayne Hughes

                                                       Senior Vice President and Chief Financial Officer
                                                       of Public Storage (principal financial officer and
/s/ John Reyes                                         principal accounting officer)                              March 25, 2009
---------------------------------------
John Reyes

/s/ Dann V. Angeloff                                   Trustee of Public Storage                                  March 25, 2009
---------------------------------------
Dann V. Angeloff

/s/ William Baker                                      Trustee of Public Storage                                  March 25, 2009
---------------------------------------
William C. Baker

/s/ John T. Evans                                      Trustee of Public Storage                                  March 25, 2009
---------------------------------------
John T. Evans

/s/ Tamara Hughes Gustavson                            Trustee of Public Storage                                  March 25, 2009
---------------------------------------
Tamara Hughes Gustavson

/s/ Uri P. Harkham                                     Trustee of Public Storage                                  March 25, 2009
---------------------------------------
Uri P. Harkham

/s/ B. Wayne Hughes, Jr.                               Trustee of Public Storage                                  March 25, 2009
---------------------------------------
B. Wayne Hughes, Jr.

/s/ Harvey Lenkin                                      Trustee of Public Storage                                  March 25, 2009
---------------------------------------
Harvey Lenkin

/s/ Gary E. Pruitt                                     Trustee of Public Storage                                  March 25, 2009
---------------------------------------
Gary E. Pruitt

/s/ Daniel C. Staton                                   Trustee of Public Storage                                  March 25, 2009
---------------------------------------
Daniel C. Staton

</TABLE>



                                       26

<PAGE>



                         PUBLIC STORAGE PROPERTIES, LTD.
                          INDEX TO FINANCIAL STATEMENTS
                                       AND
                          FINANCIAL STATEMENT SCHEDULE
                                  (Item 15 (a))

                                                                      Page
                                                                   References

Report of Independent Registered Public Accounting Firm                 F-1

Balance sheets as of December 31, 2008 and 2007                         F-2

For each of the three years ended December 31, 2008, 2007 and 2006:

Statements of income                                                    F-3

Statements of partners' equity                                          F-4

Statements of cash flows                                                F-5

Notes to financial statements                                    F-6 - F-11

SCHEDULE:

III - Real estate and accumulated depreciation                  F-12 - F-13

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 notes thereto.

                                       27

<PAGE>



             Report of Independent Registered Public Accounting Firm




The Partners
Public Storage Properties, Ltd.


We have audited the  accompanying  balance sheets of Public Storage  Properties,
Ltd.  (the  "Partnership")  as of December  31,  2008 and 2007,  and the related
statements  of  income,  partners'  equity  and cash flows for each of the three
years in the period  ended  December  31,  2008.  Our audits also  included  the
schedule  listed in the index at item  15(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 the standards of the Public  Company
Accounting Oversight Board (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.  We were not engaged to perform an
audit of the Partnership's internal control over financial reporting. Our audits
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting.  Accordingly we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Public Storage Properties, Ltd.
at December 31, 2008 and 2007,  and the results of its  operations  and its cash
flows for each of the three years in the period  ended  December  31,  2008,  in
conformity with U.S.  generally  accepted  accounting  principles.  Also, in our
opinion,  the related financial statement schedule,  when considered in relation
to the  basic  financial  statements  taken as a whole,  presents  fairly in all
material respects the information set forth therein.





                                              /s/ ERNST & YOUNG LLP




March 25, 2009
Los Angeles, California

                                      F-1
<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                                 BALANCE SHEETS
                           DECEMBER 31, 2008 AND 2007

<TABLE>
<CAPTION>

                                                                December 31,           December 31,
                                                            ---------------------  --------------------
                                                                    2008                   2007

                                ASSETS
                                ------


<S>                                                            <C>                    <C>
Cash and cash equivalents                                      $       802,000        $       559,000
Rent and other receivables                                              60,000                 53,000

Real estate facilities, at cost:
     Buildings, land improvements and equipment                     10,125,000              9,878,000
     Land                                                            2,476,000              2,476,000
                                                               ----------------       ----------------
                                                                    12,601,000             12,354,000

     Less accumulated depreciation                                  (9,441,000)            (9,299,000)
                                                               ----------------       ----------------
                                                                     3,160,000              3,055,000

Other assets                                                            67,000                 78,000
                                                               ----------------       ----------------
Total assets                                                   $     4,089,000        $     3,745,000
                                                               ================       ================



                   LIABILITIES AND PARTNERS' EQUITY
                   --------------------------------

Accounts payable                                               $       136,000        $        88,000
Deferred revenue                                                       190,000                183,000
                                                               ----------------       ----------------
      Total liabilities                                                326,000                271,000

Commitments and contingencies (Note 8)

Partners' equity:
    Limited partners' equity, $500 per unit, 20,000 units
       authorized, issued and outstanding                            2,794,000              2,579,000
    General partners' equity                                           969,000                895,000
                                                               ----------------       ----------------
     Total partners' equity                                          3,763,000              3,474,000
                                                               ----------------       ----------------
Total liabilities and partners' equity                         $     4,089,000        $     3,745,000
                                                               ================       ================
</TABLE>

                            See accompanying notes.
                                       F-2
<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                              STATEMENTS OF INCOME
              FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

<TABLE>
<Caption>

                                                        2008              2007                2006
                                                  --------------      -------------      --------------
REVENUES:
<S>                                               <C>                 <C>                <C>
Rental income                                     $    7,621,000      $   7,341,000      $   7,220,000
Other income                                             251,000            183,000            151,000
                                                  --------------      -------------      -------------
                                                       7,872,000          7,524,000          7,371,000
                                                  --------------      -------------      -------------
COSTS AND EXPENSES:

Cost of operations                                     1,526,000          1,554,000          1,600,000
Management fees paid to affiliate                        457,000            440,000            433,000
Depreciation                                             142,000            130,000            165,000
Administrative                                            98,000             86,000            131,000
                                                  --------------      -------------      -------------
                                                       2,223,000          2,210,000          2,329,000
                                                  --------------      -------------      -------------
NET INCOME                                        $    5,649,000      $   5,314,000      $   5,042,000
                                                  ==============      =============      =============

Limited partners' share of net income             $    4,266,000      $   3,701,000      $   3,751,000
General partners' share of net income                  1,383,000          1,613,000          1,291,000
                                                  --------------      -------------      -------------
                                                  $    5,649,000      $   5,314,000      $   5,042,000
                                                  ==============      =============      =============

Limited partners' share of net income per unit    $       213.30      $      185.05      $      187.55
    (20,000 units outstanding)                    ==============      =============      =============
</TABLE>


                            See accompanying notes.
                                       F-3

<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                         STATEMENTS OF PARTNERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006



<TABLE>

<CAPTION>
                                                                                              Total Partners'
                                                   Limited Partners     General Partners           Equity
                                                   ----------------     ----------------     ----------------

<S>                                                <C>                  <C>                  <C>
Balance at December 31, 2005                       $      3,290,000     $      1,141,000     $      4,431,000

Net income                                                3,751,000            1,291,000            5,042,000

Cash distributions                                       (3,720,000)          (1,290,000)          (5,010,000)

Equity transfer                                              (7,000)               7,000                    -
                                                   ----------------     ----------------     ----------------
Balance at December 31, 2006                              3,314,000            1,149,000            4,463,000

Net income                                                3,701,000            1,613,000            5,314,000

Cash distributions                                       (4,680,000)          (1,623,000)          (6,303,000)

Equity transfer                                             244,000             (244,000)                   -
                                                   ----------------     ----------------     ----------------
Balance at December 31, 2007                              2,579,000              895,000            3,474,000

Net income                                                4,266,000            1,383,000            5,649,000

Cash distributions                                       (3,980,000)          (1,380,000)          (5,360,000)

Equity transfer                                             (71,000)              71,000                    -
                                                   ----------------     ----------------     ----------------
Balance at December 31, 2008                       $      2,794,000     $        969,000     $      3,763,000
                                                   ================     ================     ================

</TABLE>


                            See accompanying notes.
                                       F-4

<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                            STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

<TABLE>

                                                                           2008              2007              2006
                                                                      --------------    --------------    --------------
<CAPTION>
Cash flows from operating activities:

<S>                                                                   <C>               <C>               <C>
     Net income                                                       $    5,649,000    $    5,314,000    $    5,042,000

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

         Depreciation                                                        142,000           130,000           165,000
         (Increase) decrease in rent and other receivables                    (7,000)           20,000            (4,000)
         Decrease (increase) in other assets                                  11,000            14,000           (21,000)
         Increase (decrease) in accounts payable                              48,000           (10,000)           10,000
         Increase (decrease) in deferred revenue                               7,000            24,000            (4,000)
                                                                      ---------------   ---------------   ---------------
         Total adjustments                                                   201,000           178,000           146,000
                                                                      ---------------   ---------------   ---------------
         Net cash provided by operating activities                         5,850,000         5,492,000         5,188,000
                                                                      ---------------   ---------------   ---------------
Cash flows from investing activities:

     Additions to real estate facilities                                    (247,000)         (113,000)         (143,000)
                                                                      ---------------   ---------------   ---------------
         Net cash used in investing activities                              (247,000)         (113,000)         (143,000)
                                                                      ---------------   ---------------   ---------------
Cash flows from financing activities:

    Distributions paid to partners                                        (5,360,000)       (6,303,000)       (5,010,000)
                                                                      ---------------   ---------------   ---------------
         Net cash used in financing activities                            (5,360,000)       (6,303,000)       (5,010,000)
                                                                      ---------------   ---------------   ---------------
Net increase (decrease) in cash and cash equivalents                         243,000          (924,000)           35,000

Cash and cash equivalents at the beginning of the year                       559,000         1,483,000         1,448,000
                                                                      ---------------   ---------------   ---------------
Cash and cash equivalents at the end of the year                      $      802,000    $      559,000    $    1,483,000
                                                                      ===============   ===============   ===============
</TABLE>

                            See accompanying notes.
                                       F-5
<PAGE>



                         PUBLIC STORAGE PROPERTIES, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2008




1.   DESCRIPTION OF PARTNERSHIP

          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  completed in
     January 1978. The general  partners in the  Partnership are Public Storage,
     formerly Public Storage, Inc., ("PS") and B. Wayne Hughes ("Hughes").

          The Partnership was formed to engage in the business of developing and
     operating  self-storage  facilities  for  personal  and  business  use. The
     Partnership owns nine self-storage facilities located in California.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS

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

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

     Revenue and Expense Recognition:
     --------------------------------

          Rental income,  which is generally  earned pursuant to  month-to-month
     leases for storage space,  is recognized as earned.  Promotional  discounts
     are recognized as a reduction to rental income over the promotional period,
     which is generally  during the first month of  occupancy.  Late charges and
     administrative  fees are  recognized  as income  when  collected.  Interest
     income is recognized as earned.

          We accrue for property tax expense based upon estimates and historical
     trends. If these estimates are incorrect, the timing of expense recognition
     could be affected.

          Cost of operations,  general and  administrative  expense,  as well as
     television, yellow page, and other advertising expenditures 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  financial  instruments  such as short-term  treasury  securities or
     investment grade short-term  commercial paper with remaining  maturities of
     three months or less at the date of acquisition to be cash equivalents.

                                      F-6

<PAGE>

                        PUBLIC STORAGE PROPERTIES, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2008

     Real Estate Facilities and Evaluation of Asset Impairment:
     ----------------------------------------------------------

          Real estate facilities are recorded at cost. Costs associated with the
     development,  construction,  renovation  and  improvement of properties are
     capitalized.  Interest, property taxes, and other costs associated with the
     development  incurred  during the  construction  period are  capitalized as
     building  cost.  Expenditures  for repairs and  maintenance  are charged to
     expense as  incurred.  Depreciation  is  computed  using the  straight-line
     method over the estimated  useful lives of the buildings and  improvements,
     which are generally  between 5 and 25 years.  At December 31, 2008,  all of
     the real estate  facilities have been in service longer than 25 years,  and
     accordingly  the original  development  costs of such  buildings  are fully
     depreciated at December 31, 2008.

          We evaluate our real estate for  impairment on a quarterly  basis.  We
     first  evaluate  these assets for  indicators  of  impairment  such as a) a
     significant  decrease in the market price of real estate,  b) a significant
     adverse  change in the extent or manner in which real  estate is being used
     or in its physical  condition,  c) a  significant  adverse  change in legal
     factors or the  business  climate  that could  affect the value of the real
     estate,  d) an accumulation of costs  significantly in excess of the amount
     originally  projected for the  acquisition of or  construction  of the real
     estate, or e) a current-period  operating or cash flow loss combined with a
     history of operating or cash flow losses or a projection  or forecast  that
     demonstrates  continuing losses associated with the use of the real estate.
     When any such  indicators of impairment are noted,  we compare the carrying
     value of the real estate to the future  estimated  undiscounted  cash flows
     attributable to the real estate. If the real estate's recoverable amount is
     less than the related carrying value,  then an impairment  charge is booked
     for the excess of carrying  value over the real  estate's  fair value.  Our
     evaluations have identified no such impairments at December 31, 2008.

          Any real estate facility,  which we expect to sell or dispose of prior
     to its  previously  estimated  useful  life is  stated  at the lower of its
     estimated net realizable value, less cost to sell, or its carrying value.

     Accounting for Casualty Losses:
     -------------------------------

          Our  policy is to record  casualty  losses or gains in the  period the
     casualty  occurs  equal to the  differential  between (a) the book value of
     assets  destroyed  and (b)  insurance  proceeds,  if any, that we expect to
     receive in accordance  with our insurance  contracts.  Potential  insurance
     proceeds  that are  subject to  uncertainties,  such as  interpretation  of
     deductible  provisions  of the governing  agreements  or the  estimation of
     costs of restoration, are treated as contingent proceeds in accordance with
     Statement  of  Financial  Accounting  Standards  No. 5 ("SFAS 5"),  and not
     recorded until the uncertainties are satisfied.

     Deferred Revenue:
     -----------------

          Deferred revenue  totaling  $190,000 at December 31, 2008 ($183,000 at
     December 31, 2007),  consists of prepaid rents,  which are recognized  when
     earned.

     Environmental Cost:
     -------------------

          The Partnership's policy is to accrue environmental assessments and/or
     remediation  costs when it is probable  that such  efforts will be required
     and the related costs can be reasonably estimated. Although there can be no
     assurance,  we are not aware of any  environmental  contamination at any of
     our facilities,  which, individually or in the aggregate, would be material
     to our overall business, financial condition or results of operations.

                                      F-7

<PAGE>
                        PUBLIC STORAGE PROPERTIES, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2008

     Income Taxes:
     -------------

          Public  Storage  Properties,  Ltd.  is  treated as a  partnership  for
     federal and state income tax purposes with the taxable income of the entity
     allocated to each partner in  accordance  with the  partnership  agreement.
     Accordingly, no federal income tax expense is recorded by the Partnership.

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

          As  of  March  25,  2009,   there  have  been  no  recent   accounting
     pronouncements  and guidance,  which were not effective for  implementation
     prior to  December  31,  2008,  that  would  have a  material  impact  upon
     reporting the operations or financial position of the Partnership.

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

          The  Partnership  only has one  reportable  segment as defined  within
     Statement of Financial Accounting Standards No. 131.

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  improvements)  be  distributed at least  quarterly.
     During  2008,  we paid  distributions  to the limited and general  partners
     totaling $3,980,000 ($199.00 per unit) and $1,380,000, respectively. During
     2007, we paid  distributions to the limited and general  partners  totaling
     $4,680,000  ($234.00  per  unit)  and  $1,623,000,   respectively.   Future
     distribution  rates may be  adjusted  to  levels  which  are  supported  by
     operating cash flow after capital improvements and any other obligations.

4.   PARTNERS' EQUITY

          PS and Hughes are general partners of the Partnership. In 1995, Hughes
     contributed his ownership and rights to distributions  from the Partnership
     to BWH Marina  Corporation  II, a corporation  wholly-owned  by Hughes.  In
     2002,  BWH  Marina   Corporation  II  sold  its  interests  to  H-G  Family
     Corporation.  As such, Mr. Hughes continues to act as a general partner but
     receives  no  direct   compensation   or  other   consideration   from  the
     Partnership.

          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 reconcile 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.

5.   RELATED PARTY TRANSACTIONS

     Management Agreement and Shared Expenses with PS
     ------------------------------------------------

          The   Partnership   has  a  management   agreement  (the   "Management
     Agreement")  with  PS  pursuant  to  which  PS  operates  the  self-storage
     facilities  for a fee  equal to 6% of the  facilities'  gross  revenue  (as
     defined).  For  2008,  2007 and 2006,  the  Partnership  paid PS  $457,000,
     $440,000 and $433,000, respectively, under this Management Agreement.

                                      F-8
<PAGE>
                        PUBLIC STORAGE PROPERTIES, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2008

          The Management  Agreement between the Partnership and PS provides that
     the  Management  Agreement  may be  terminated  without  cause upon 60 days
     written notice by the Partnership or six months notice by PS.

          The  Partnership's  facilities,  along with facilities owned by PS and
     its  affiliates,  are managed and  marketed  jointly by PS in order to take
     advantage of scale and other  efficiencies.  Joint costs are allocated on a
     methodology  meant to fairly  allocate  such costs  based upon the  related
     activities. As a result, significant components of cost of operations, such
     as payroll costs, advertising and promotion,  data processing and insurance
     expenses are shared and allocated among the properties using  methodologies
     meant to fairly allocate such costs based upon the related activities.  The
     total of such expenses,  substantially all of which are included in cost of
     operations in our accompanying  statements of income, amounted to $737,000,
     $765,000  and $867,000 for the years ended  December  31, 2008,  2007,  and
     2006, respectively.

     Ownership Interest by the General Partners
     ------------------------------------------

          PS owns 6,169 Limited Partnership Units ("Units"),  as to which PS has
     sole voting and dispositive power.

          Hughes and  members  of his family  (the  "Hughes  Family")  own 6,105
     Units.  Hughes  owns 6,025  Units,  as to which  Hughes has sole voting and
     dispositive  power,  through a wholly-owned  corporation  and Tamara Hughes
     Gustavson,  an adult  daughter of Hughes,  owns 80 Units as to which Tamara
     Hughes Gustavson has sole voting and dispositive power. PS has an option to
     acquire  25 of the  Units  held by Hughes  and the 80 Units  held by Tamara
     Hughes  Gustavson.  On January 1, 2009,  PS exercised its option to acquire
     these Units for a cost of approximately $20,000.

          In  addition,  there are 196 Units owned by PS Orangeco  Partnerships,
     Inc., a corporation  in which the Hughes Family owns  approximately  48% of
     the voting  stock,  PS owns 46% and  members of PS  management  and related
     individuals own approximately 6%.

     Captive Insurance Activities with PS
     ------------------------------------

          The  Partnership  has a 0.9%  ownership  interest  in  STOR-Re  Mutual
     Insurance  Corporation  ("STOR-Re"),   which  was  formed  in  1994  as  an
     association  captive  insurance  company,  and is  controlled  by  PS.  The
     Partnership  accounts for its  investment in STOR-Re,  which is included in
     other assets, on the cost method, and has received no distributions  during
     the three years ended December 31, 2008.

          STOR-Re provides limited property and liability  insurance coverage to
     the  Partnership,  PS, and affiliates for losses  occurring before April 1,
     2004.  STOR-Re was succeeded  with respect to these  activities  for losses
     occurring  after  March  31,  2004  by a  wholly  owned  subsidiary  of  PS
     (collectively,  this  entity and STOR-Re  are  referred to as the  "Captive
     Entities").  Liabilities for losses and loss adjustment expenses include an
     amount  determined  from loss reports and  individual  cases and an amount,
     based on  recommendations  from an outside  actuary that is a member of the
     American Academy of Actuaries,  using a frequency and severity method,  for
     losses  incurred but not  reported.  Determining  the  liability for unpaid
     losses and loss  adjustment  expense is based upon  estimates  and while we
     believe that the amount is adequate,  the ultimate loss may be in excess of
     or less than the amounts  provided.  The methods for making such  estimates
     and for establishing the resulting liability are reviewed quarterly.

                                      F-9

<PAGE>
                        PUBLIC STORAGE PROPERTIES, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2008

          The  following  table  sets  forth  certain   condensed   consolidated
     financial  information with respect to STOR-Re  (representing  100% of this
     entity's operations and not the Partnership's pro-rata share):

                                                          2008        2007
                                                     ------------  ----------
                                                        (Amount in thousands)
    For the year ended December 31,
    -------------------------------
    Net investment income.........................   $    675      $    871
    Loss and loss adjustment expense..............       (500)          855
    Other expenses................................       (258)         (248)
                                                     ---------     ---------
       Net income (loss)..........................   $    (83)     $  1,478
                                                     =========     =========


    At December 31,
    ---------------
    Total assets (primarily cash and other
       investments)...............................   $  20,162     $  21,732
    Liabilities for losses and loss adjustment
       expenses...................................       4,946         6,917
    Other liabilities.............................         725           764
    Member's surplus..............................      14,491        14,051


          Premiums paid to the Captive Entities for the years ended December 31,
     2008, 2007 and 2006 were $55,000, $49,000 and $54,000, respectively.

     Other Activities with PS
     ------------------------

          PS Insurance  Company - Hawaii,  Ltd.  ("PSIC"),  a  corporation  that
     reinsures  policies  against  losses  to goods  stored  by  tenants  in the
     Partnership's  and PS' storage  facilities.  PSIC receives the premiums and
     bears the risks associated with the re-insurance.  The Partnership receives
     a fee (an "Access Fee") from PSIC in return for providing  tenant listings.
     This  Access Fee is based on the number of spaces  the  Partnership  has to
     rent. Included in other income on our accompanying statements of income for
     these  Access Fees are  $215,000,  $104,000 and $58,000 for the years ended
     December 31, 2008,  2007 and 2006,  respectively.  Included in other income
     for 2008 are  additional  Access  Fees paid by PSIC  totaling  $34,000  for
     amounts earned in 2007. These additional access fees were paid in 2008 as a
     result of a change in PSIC's  accounting  estimates  which  determine  such
     fees.

          A  subsidiary  of PS sells  locks and  boxes  and rents  trucks to the
     general  public and tenants to be used in securing  their spaces and moving
     their goods.  The subsidiary of PS receives the revenues and bears the cost
     of the activities.

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.

          Taxable  net  income   (unaudited)  was  $5,516,000,   $5,339,000  and
     $5,030,000  for  the  years  ended  December  31,  2008,   2007  and  2006,
     respectively.  The difference  between taxable net income and net income is
     primarily  related to depreciation  expense  resulting from  differences in
     depreciation and capitalization methodologies.

                                      F-10
<PAGE>
                        PUBLIC STORAGE PROPERTIES, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2008

7.   SUPPLEMENTARY QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>

<CAPTION>
                                                                      Three Months Ended
                                         ------------------------------------------------------------------------------
                                         March 31, 2008      June 30, 2008      September 30, 2008    December 31, 2008
                                         --------------      --------------     ------------------    ------------------
<S>                                      <C>                 <C>                  <C>                   <C>
Rental Income                            $    1,872,000      $    1,905,000       $     1,928,000       $     1,916,000
Cost of Operations (including
  management fees and depreciation)      $      527,000      $      567,000       $       523,000       $       508,000
Net Income                               $    1,376,000      $    1,340,000       $     1,499,000       $     1,434,000
Net Income Per Limited Partner Unit      $        53.45      $        51.00       $         57.50       $         51.35
Cash Distributions                       $    1,185,000      $    1,239,000       $     1,347,000       $     1,589,000


                                                                      Three Months Ended
                                         ------------------------------------------------------------------------------
                                         March 31, 2007      June 30, 2007      September 30, 2007    December 31, 2007
                                         --------------      --------------     ------------------    ------------------
Rental Income                            $    1,801,000      $    1,810,000       $     1,875,000       $     1,855,000
Cost of Operations (including
  management fees and depreciation)      $      533,000      $      539,000       $       518,000       $       534,000
Net Income                               $    1,280,000      $    1,280,000       $     1,375,000       $     1,379,000
Net Income Per Limited Partner Unit      $        49.00      $        35.70       $         50.10       $         50.25
Cash Distributions                       $    1,158,000      $    2,236,000       $     1,454,000       $     1,455,000

</TABLE>

8.   COMMITMENTS AND CONTINGENCIES

     Brinkley v. Public  Storage,  Inc.  (filed April 2005)  (Superior  Court of
     ---------------------------------------------------------------------------
     California - Los Angeles County)
     --------------------------------

          The  plaintiff  sued PS on behalf of a purported  class of  California
     non-exempt  employees  based on various  California  wage and hour laws and
     seeking monetary damages and injunctive  relief.  In May 2006, a motion for
     class certification was filed seeking to certify five subclasses. Plaintiff
     sought  certification  for  alleged  meal  period  violations,  rest period
     violations,  failure to pay for  travel  time,  failure to pay for  mileage
     reimbursement,  and for wage  statement  violations.  In October 2006,  the
     Court declined to certify three out of the five subclasses.  The Court did,
     however, certify subclasses based on alleged meal period and wage statement
     violations. Subsequently, PS filed a motion for summary judgment seeking to
     dismiss the matter in its  entirety.  On June 22, 2007,  the Court  granted
     PS'  summary  judgment  motion  as to the causes of action  relating to the
     subclasses  certified and dismissed those claims. The only surviving claims
     are those  relating  to the named  plaintiff.  The  plaintiff  has filed an
     appeal to the Court's June 22, 2007 summary judgment ruling. On October 28,
     2008,  the  Court of  Appeals  sustained  the  trial  court's  ruling.  The
     plaintiff  filed a petition for review with the  California  Supreme Court,
     which was granted but further  action in this matter was  deferred  pending
     consideration  and  disposition  of a related  issue in Brinker  Restaurant
     Corp. v. Superior  Court which is currently  pending  before the California
     Supreme Court.

     Other Items
     -----------

          PS and the Partnership are a party to various claims,  complaints, and
     other legal  actions that have arisen in the normal course of business from
     time to time, that are not described  above. We believe that it is unlikely
     that the  outcome  of  these  other  pending  legal  proceedings  including
     employment  and  tenant  claims,  in the  aggregate,  will have a  material
     adverse   effect  upon  the   operations  or  financial   position  of  the
     Partnership.

                                      F-11


<PAGE>



                         PUBLIC STORAGE PROPERTIES, LTD.
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
<TABLE>

                                                                             Gross Carrying Amount
<CAPTION>
                            Initial Cost                                      at December 31, 2008
                     ------------------------                         ------------------------------------
                                    Buildings     Costs Subsequent                Buildings
                                        &         to Construction                     &                      Accumulated     Date
        Description      Land       Equipment     (Improvements)        Land      Equipment       Total      Depreciation  Completed
-------------------   ----------   ----------    -----------------    ---------  -----------    -----------  ------------  ---------
CALIFORNIA

<S>                     <C>           <C>               <C>            <C>          <C>         <C>             <C>         <C>
Pasadena                $327,000      $515,000          $330,000       $327,000     $845,000    $1,172,000      $796,000    08/78
Whittier - El Monte      166,000       763,000           410,000        134,000    1,205,000     1,339,000     1,179,000    07/78
Fremont                  112,000       741,000           528,000        112,000    1,269,000     1,381,000     1,122,000    11/78
Milpitas                 198,000       649,000           396,000        195,000    1,048,000     1,243,000       906,000    11/78
Wilmington               815,000     1,336,000           740,000        815,000    2,076,000     2,891,000     1,981,000    08/78
Sun Valley               329,000       611,000           359,000        329,000      970,000     1,299,000       940,000    10/78
Corona                   155,000       757,000           366,000        155,000    1,123,000     1,278,000     1,050,000    12/78
Norco                     95,000       456,000           242,000         95,000      698,000       793,000       627,000    12/78
North Hollywood          314,000       553,000           338,000        314,000      891,000     1,205,000       840,000    12/79
                      ----------    ----------        ----------     ----------  -----------   -----------    ----------
                      $2,511,000    $6,381,000        $3,709,000     $2,476,000  $10,125,000   $12,601,000    $9,441,000
                      ==========    ==========        ==========     ==========  ===========   ===========    ==========
</TABLE>

    Note:  Buildings are depreciated over a useful life of 25 years.

                                      F-12
<PAGE>



                         PUBLIC STORAGE PROPERTIES, LTD.
             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
                                   (CONTINUED)


         Reconciliation of Real Estate Cost and Accumulated Depreciation


                               COST RECONCILIATION

                                                2008             2007
                                           -------------    -------------
Balance at the beginning of the year       $  12,354,000    $  12,241,000

Additions during the year: Improvements          247,000          113,000
                                           -------------    -------------
Balance at the end of the year             $  12,601,000    $  12,354,000
                                           =============    =============

                          ACCUMULATED DEPRECNCILIATION

                                                2008             2007
                                           -------------    -------------
Balance at the beginning of the year       $   9,299,000    $   9,169,000

Depreciation expense                             142,000          130,000
                                           -------------    -------------
Balance at the end of the year             $   9,441,000    $   9,299,000
                                           =============    =============

(a)  The  aggregate  depreciable  cost  prior  to  depreciation  of real  estate
     (excluding land) for federal income tax purposes is $9,561,000 (unaudited).

                                      F-13

<PAGE>



                                   SIGNATURES

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




                                      DATED: March 25, 2009

                                      PUBLIC STORAGE PROPERTIES, LTD.

                                      BY:  Public Storage
                                           General Partner

                                           BY:   /s/ John Reyes
                                                 --------------
                                                 John Reyes
                                                 Senior Vice President and
                                                 Chief Financial Officer




                                      F-14

<PAGE>


EXHIBIT NO.                      Exhibit Index
-----------  ------------------------------------------------------------------


31.1         Rule 13a - 14(a) Certification. Filed herewith.

31.2         Rule 13a - 14(a) Certification. Filed herewith.

32           Section 1350 Certifications. Filed herewith.










                                      F-15