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

                                    FORM 10-K

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

For the fiscal year ended December 31, 1999

                                       or

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

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

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


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

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

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

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

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

                                      NONE

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

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

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

                                    Yes X No
                                       ---  ---

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

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

<PAGE>

                                     PART I

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

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

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

General
-------

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

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

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

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

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

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

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

         At December  31,  1999,  the  Partnership  owned nine  properties.  The
Partnership purchased its last property in July 1978.

                                       2

<PAGE>

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

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

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

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

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

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

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

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

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

     *   CAPITALIZE ON "PUBLIC  STORAGE'S" NAME RECOGNITION.  PSI, together with
         its predecessor,  has more than 20 years of operating experience in the
         mini-warehouse business, and is the largest operator of mini-warehouses
         in the United States.  PSI believes that its marketing and  advertising
         programs improve its competitive position in the market. PSI's in-house
         Yellow Pages staff designs and places  advertisements  in approximately
         700 directories. Commencing in early 1996, PSI began to experiment with
         a  telephone  reservation  system  designed to provide  added  customer
         service.  Customers calling either PSI's toll-free  telephone  referral
         system,  (800) 44-STORE,  or a mini-warehouse  facility are directed to
         PSI's reservation system where a trained representative  discusses with
         the customer space  requirements,  price and location  preferences  and
         also  informs the customer of other  products and services  provided by
         PSI. The telephone  reservation  system supports rental activity at all
         of the Partnership's  properties.  PSI's toll-free  telephone  referral
         system  services  approximately  175,000 calls per month from potential
         customers inquiring as to the nearest Public Storage mini-warehouse.

     *   MAINTAIN HIGH  OCCUPANCY  LEVELS AND INCREASE  ANNUAL  REALIZED  RENTS.
         Subject  to  market  conditions,  the  Partnership  generally  seeks to
         achieve  average  occupancy  levels in  excess of 90% and to  eliminate
         promotions prior to increasing rental rates.  Average occupancy for the
         Partnership's mini-warehouses was 94% in 1998 and 1999. Realized annual

                                       3

<PAGE>

         rents per  square  foot  increased  7% from  $9.71 in 1998 to $10.43 in
         1999. The Partnership has increased  rental rates in many markets where
         it has achieved high occupancy levels.

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

     *   PROFESSIONAL PROPERTY OPERATION.  There are approximately 4,450 persons
         who render services for the Public Storage system,  primarily personnel
         engaged in property operations,  substantially all of whom are employed
         by  a  clearing  company  that  provides  certain   administrative  and
         cost-sharing services to PSI and other owners of properties operated by
         PSI.

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

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

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

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

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

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

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

         For as long as the Management  Agreement is in effect,  PSI has granted
the Partnership a non-exclusive license to use two PSI service marks and related
designs,  including the "Public  Storage" name, in  conjunction  with rental and
operation of  facilities  managed  pursuant to the  Management  Agreement.  Upon
termination of the Management  Agreement,  the Partnership  would no longer have
the right to use the  service  marks and  related  designs  except as  described
below.  The  General  Partners  believe  that the  loss of the  right to use the
service marks and related  designs could have a material  adverse  effect on the
Partnership's business.

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

                                       4

<PAGE>

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

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

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

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

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

Employees
---------

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

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

         The  following  table sets forth  information  as of December  31, 1999
about properties owned by the Partnership:

<TABLE>
<CAPTION>
                                                 Net               Number          Date of          Completion
       Location          Size of Parcel     Rentable Area         of Spaces        Purchase            Date
-------------------      --------------    ----------------       ---------      -------------     ------------
CALIFORNIA
<S>                        <C>               <C>                   <C>           <C>                 <C>
Corona                     2.82 acres        52,000 sq. ft.          471         June 29, 1978       Dec. 1978
Fremont                    3.00 acres        53,000 sq. ft.          474         Mar. 21, 1978       Nov. 1978
Milpitas                   3.46 acres        55,000 sq. ft           440          May 8, 1978        Nov. 1978
Norco                      1.66 acres        29,000 sq. ft           257         July 19, 1978       Dec. 1978
North Hollywood            2.06 acres        38,000 sq. ft.          343         Mar. 17, 1978       Dec. 1979
Pasadena                   1.84 acres        37,000 sq. ft.          385         Feb. 24, 1978       Aug. 1978
Sun Valley                 2.72 acres        53,000 sq. ft.          477          May 30, 1978       Oct. 1978
Wilmington                 6.32 acres       133,000 sq. ft.        1,088         Apr. 18, 1978       Aug. 1978
Whittier -
  El Monte                 4.06 acres        58,000 sq. ft.          537         Nov. 29, 1977       July 1978

</TABLE>

         The weighted average occupancy levels for the mini-warehouse facilities
was 94% in both 1999 and 1998.

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

                                       5

<PAGE>

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

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

         No material legal proceeding is pending against the Partnership.

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

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of 1999.

                                     PART II

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

         The Partnership has no common stock.

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

         Exclusive of the General Partners'  interest in the Partnership,  as of
December 31, 1999, there were approximately 634 record holders of Units.

         Distributions to the general and limited partners of all cash available
for   distribution   (as  defined)  are  made  quarterly.   Cash  available  for
distribution  is generally  funds from  operations of the  Partnership,  without
deductions  for  depreciation,  but after  deducting  funds to pay or  establish
reserves  for all other  expenses  (other than  incentive  distributions  to the
General Partners) and capital  improvements,  plus net proceeds from any sale or
financing  of the  Partnership's  properties.  In the  fourth  quarter  of 1990,
quarterly  distributions were discontinued to enable the Partnership to increase
its reserves for  principal  repayments on the  Partnership's  note payable that
commenced in 1992.

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

                                       6

<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA
         -----------------------

<TABLE>
<CAPTION>
       For the Year Ended
          December 31,                  1999               1998               1997               1996               1995
-----------------------------      ---------------    ---------------    ---------------    ---------------    ---------------
<S>                                <C>                <C>                <C>                <C>                <C>
Revenues (2)                       $     4,978,000    $     4,629,000    $     4,337,000    $     4,007,000    $     4,235,000

Depreciation and
  amortization                             579,000            498,000            446,000            402,000            356,000

Interest expense                           601,000          1,077,000          1,252,000          1,358,000          1,520,000

Net income                               2,288,000          1,622,000          1,341,000          1,008,000          1,125,000

Limited partners' share                  2,265,000          1,605,000          1,328,000            998,000          1,114,000

General partners' share                     23,000             17,000             13,000             10,000             11,000

Limited partners' per unit data (1):
  Net income                               $113.25             $80.25             $66.40             $49.90             $55.70

As of December 31,
------------------

Cash and cash equivalents          $       153,000    $       248,000    $       546,000    $        69,000    $        89,000

Total assets                       $     4,873,000    $     5,349,000    $     5,760,000    $     5,503,000    $     5,845,000

Notes payable                      $     9,225,000    $    12,000,000    $    14,093,000    $    15,217,000    $    16,351,000

</TABLE>

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

(2)  Revenues  for the year ended  December  31, 1995  include a gain on sale of
     marketable securities of an affiliate of $361,000 ($18.05 per Unit).

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

FORWARD LOOKING STATEMENTS
--------------------------

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

                                       7

<PAGE>

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

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998:

         The  Partnership's  net  income  in 1999  was  $2,288,000  compared  to
$1,622,000  in 1998,  representing  an increase of  $666,000.  This  increase is
primarily a result of  increased  operating  results at the  Partnership's  real
estate facilities combined with a decrease in interest expense.

         During 1999,  property net operating income (rental income less cost of
operations,  management  fees paid to an  affiliate  and  depreciation  expense)
increased  $193,000 or 7.0% from  $2,757,000 in 1998 to $2,950,000 in 1999. This
increase is  primarily  attributable  to an  increase in rental  revenues at the
Partnership's mini-warehouse facilities partially offset by increases in cost of
operations and depreciation expense.

         Rental  income was  $4,969,000  in 1999 compared to $4,610,000 in 1998,
representing  an increase of $359,000,  or 7.8%.  This  increase  was  primarily
attributable  to  increased  rental  rates  at  the  Partnership's  real  estate
facilities. Weighted average occupancy levels at the mini-warehouses was 94% for
both 1999 and 1998.  The  average  annual  realized  rent per square foot at the
mini-warehouses was $10.43 in 1999 compared to $9.71 in 1998.

         Other income  decreased  from  $19,000 in 1998 to $9,000 in 1999.  This
decrease is primarily due to a decrease in invested cash balances.

         Cost of operations (including management fees paid to an affiliate) was
$1,440,000  and  $1,355,000  in 1999 and  1998,  respectively,  representing  an
increase of $85,000,  or 6.3%. This increase is mainly attributable to increases
in professional fees, management fees, and advertising and promotion expenses.

         Interest  expense  was  $601,000  and  $1,077,000  in  1999  and  1998,
respectively,  representing a decrease of $476,000,  or 44.2%.  The decrease was
primarily a result of a lower average  outstanding loan balance in 1999 compared
to  1998  and  lower  interest  rates  on the  Partnership's  indebtedness.  See
Liquidity  and Capital  Resources  for a discussion  of the  refinancing  of the
Partnership's indebtedness.

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997:

         The  Partnership's  net  income  in 1998  was  $1,622,000  compared  to
$1,341,000  in 1997,  representing  an increase of  $281,000.  This  increase is
primarily a result of  increased  operating  results at the  Partnership's  real
estate facilities combined with a decrease in interest expense.

         During 1998,  property net operating income (rental income less cost of
operations,  management  fees paid to an  affiliate  and  depreciation  expense)
increased  $118,000 or 4.5% from  $2,639,000 in 1997 to $2,757,000 in 1998. This
increase is  primarily  attributable  to an  increase in rental  revenues at the
Partnership's mini-warehouse facilities partially offset by increases in cost of
operations and depreciation expense.

         Rental  income was  $4,610,000  in 1998 compared to $4,321,000 in 1997,
representing  an increase of $289,000,  or 6.7%.  This  increase  was  primarily
attributable  to  increased  rental  rates  at  the  Partnership's  real  estate
facilities.  Weighted average occupancy levels at the  mini-warehouses  were 94%
and 95% in 1998 and 1997,  respectively.  The average  annual  realized rent per
square foot at the mini-warehouses was $9.71 in 1998 compared to $9.00 in 1997.

         Other income  increased  from $16,000 in 1997 to $19,000 in 1998.  This
increase is primarily due to an increase in invested cash balances.

         Cost of operations (including management fees paid to an affiliate) was
$1,355,000  and  $1,236,000  in 1998 and  1997,  respectively,  representing  an
increase of $119,000, or 9.6%. This increase is mainly attributable to increases
in management fees, property tax and advertising and promotion expenses.

         Interest  expense  was  $1,077,000  and  $1,252,000  in 1998 and  1997,
respectively,  representing a decrease of $175,000,  or 14.0%.  The decrease was
primarily a result of a lower average  outstanding loan balance in 1998 compared

                                       8

<PAGE>

to  1997  and  lower  interest  rates  on the  Partnership's  indebtedness.  See
Liquidity  and Capital  Resources  for a discussion  of the  refinancing  of the
Partnership's indebtedness.

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

         Cash flow from  operating  activities  of  $2,851,000  in 1999 has been
sufficient to meet all current obligations of the Partnership.  During 2000, the
Partnership anticipates  approximately $190,000 of capital improvements compared
to $171,000 in 1999 and $439,000 in 1998.

         During 1987,  the  Partnership  financed all of its  facilities  with a
$20,885,000  loan.  Proceeds of $20,202,000  were distributed to the partners in
September 1987 and are included in the 1987 distribution.

         In January 1996, the Partnership obtained a $1,500,000 loan from PSI to
repay and terminate an unsecured  note payable to Wells Fargo Bank. The PSI loan
bears  interest  at the prime rate plus 1%,  payable  monthly,  in  addition  to
monthly principal  payments of $50,000.  In March 1998, the Partnership paid the
remaining balance of the loan.

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

         During  October  1998,  the  Partnership  borrowed  $12,400,000  from a
commercial  bank to payoff the loan from Public  Storage,  Inc. and the mortgage
note with a third party.  The loan is unsecured and bears interest at the London
Interbank  Offering Rate  ("LIBOR")  plus 0.55% (7.05% as of December 31, 1999).
The loan  requires  monthly  payments of  interest  and  matures  October  2002.
Principal  may be paid,  in whole or in part,  at any time  without  penalty  or
premium.  The loan  proceeds  were  used to pay off the  Partnership's  existing
indebtedness.

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

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

YEAR 2000 SYSTEM ISSUES
-----------------------

         The Year 2000 Issue arises  because many  computerized  systems use two
digits rather than four to identify a year. Date sensitive systems may recognize
the Year 2000 as 1900 or some other date,  resulting in errors when  information
using Year 2000 dates is processed.  In addition,  similar problems may arise in
some systems which use certain dates in 1999 to represent something other than a
date. Although the change in date to the Year 2000 has occurred and no Year 2000
Issues have been identified,  it is not possible to conclude that all aspects of
the Year 2000  Issue  that may affect the  entity,  including  those  related to
customers, suppliers, or other third parties, have been fully resolved.

                                       9

<PAGE>

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

         The  Partnership's  interest  expense  is  sensitive  to changes in the
general level of U.S.  interest rates. In this regard,  changes in U.S. interest
rates affect the interest paid on the Partnership's debt. To mitigate the impact
of fluctuations in U.S. interest rates, the Partnership  generally maintains its
debt as fixed rate in nature by borrowing on a long-term  basis or entering into
interest  swap  transactions.  As of  December  31,  1999  the  Partnership  had
$9,225,000 of outstanding debt maturing on October,  2002. Also, the Partnership
has an interest rate swap in the notional amount of $7,500,000  through October,
2001. As of December 31, 1999,  the  unrealized  gain on the interest rate swap,
which would be deferred  if  liquidated  prior to  maturity,  was  approximately
$85,000.

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

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

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

         None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
         ---------------------------------------------------

         The Partnership has no directors or executive officers.

         The  Partnership's  general partners are PSI and B. Wayne Hughes.  PSI,
acting  through its directors  and executive  officers and Mr. Hughes manage and
make investment decisions for the Partnership.

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

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

         B. Wayne Hughes, age 66, a general partner of the Partnership, has been
a director of PSI since its  organization in 1980 and was President and Co-Chief
Executive  Officer from 1980 until November 1991 when he became  Chairman of the
Board and sole Chief Executive  Officer.  Mr. Hughes has been active in the real
estate  investment field for over 30 years. He is the father of B. Wayne Hughes,
Jr.

                                       10

<PAGE>

         Harvey Lenkin, age 63, has been employed by PSI for 22 years and became
President and a director of PSI in November 1991. Mr. Lenkin has been a director
of PS Business Parks,  Inc.  ("PSBP"),  an affiliated REIT, since March 16, 1998
and was President of PSBP  (formerly  Public  Storage  Properties XI, Inc.) from
1990  until  March 16,  1998.  He is a member of the Board of  Governors  of the
National Association of Real Estate Investment Trusts (NAREIT).

         Marvin M. Lotz,  age 57,  became a director of PSI in May 1999.  He has
had overall responsibility for Public Storage's mini-warehouse  operations since
1988. He became a Senior Vice President of PSI in November 1995. Mr. Lotz was an
officer of PSI with  responsibility  for property  acquisitions  from 1983 until
1988.

         B. Wayne Hughes,  Jr., age 40, became  director of PSI in January 1998.
He has been employed by the Company  since 1989 and has been a Vice  President -
Acquisitions of PSI since 1992. Mr. Hughes,  Jr. is involved in the coordination
and direction of PSI's acquisition and development activities.  He is the son of
B. Wayne Hughes.

         John Reyes, age 39, a certified public  accountant,  joined PSI in 1990
and was  Controller  of PSI from 1992 until  December  1996 when he became Chief
Financial  Officer.  He became a Vice  President  of PSI in November  1995 and a
Senior Vice President of PSI in December 1996.  From 1983 to 1990, Mr. Reyes was
employed by Ernst & Young.

         Carl B.  Phelps,  age 61,  became a  Senior  Vice  President  of PSI in
January  1998  with  overall   responsibility   for  property   acquisition  and
development.  From June 1991 until joining PSI, he was a partner in the law firm
of  Andrews & Kurth,  L.L.P.,  which  performed  legal  services  for PSI.  From
December 1982 through May 1991, his  professional  corporation  was a partner in
the law firm of Sachs & Phelps, then counsel to PSI.

         Obren B. Gerich, age 61, a certified public accountant, has been a Vice
President of PSI since 1980 and became Senior Vice  President of PSI in November
1995. He was Chief Financial Officer of PSI until November 1991.

         David  Goldberg,  age 50,  joined  PSI's legal  staff in June 1991.  He
became Senior Vice President and General  Counsel of PSI in November 1995.  From
December  1982  until  May  1991,  he was a  partner  in the law firm of Sachs &
Phelps, then counsel to PSI.

         A.  Timothy  Scott,  age 48,  became a Senior  Vice  President  and Tax
Counsel of PSI and Vice President and Tax Counsel of the Public Storage REITs in
November 1996.  From June 1991 until joining PSI, Mr. Scott practiced tax law as
a shareholder of the law firm of Heller,  Ehrman, White & McAuliffe,  counsel to
PSI. Prior to June 1991, his  professional  corporation was a partner in the law
firm of Sachs & Phelps, then counsel to PSI.

         David P.  Singelyn,  age 38, a certified  public  accountant,  has been
employed by PSI since 1989 and became Vice  President  and  Treasurer  of PSI in
November  1995.  From 1987 to 1989,  Mr.  Singelyn was  Controller of Winchell's
Donut Houses, L.P.

         Sarah Hass,  age 44,  became  Secretary  of PSI in February  1992.  She
became  a Vice  President  of PSI in  November  1995.  She  joined  PSI's  legal
department  in June 1991,  rendering  services on behalf of PSI. From 1987 until
May 1991, her professional  corporation was a partner in the law firm of Sachs &
Phelps,  then  counsel to PSI,  and from  April  1986  until June 1987,  she was
associated  with that  firm,  practicing  in the area of  securities  law.  From
September 1979 until  September  1985, Ms. Hass was associated with the law firm
of Rifkind & Sterling, Incorporated.

         Robert J.  Abernethy,  age 60, has been President of American  Standard
Development Company and of Self-Storage  Management  Company,  which develop and
operate mini-warehouses,  since 1976 and 1977,  respectively.  Mr. Abernethy has
been a director  of PSI since its  organization  in 1980.  He is a member of the
board of  trustees  of Johns  Hopkins  University  and a  director  of  Marathon
National Bank and a California Transportation  Commissioner.  Mr. Abernethy is a
former member of the board of directors of the Los Angeles  County  Metropolitan
Transportation  Authority  and  the  Metropolitan  Water  District  of  Southern
California   and  a  former   Planning   Commissioner   and   Telecommunications
Commissioner and former Vice-Chairman of the Economic Development  Commission of
the City of Los Angeles.

                                       11

<PAGE>

         Dann V. Angeloff, age 64, has been President of the Angeloff Company, a
corporate  financial  advisory  firm,  since  1976.  The  Angeloff  Company  has
rendered,  and is  expected  to  continue  to  render,  financial  advisory  and
securities  brokerage services for PSI. Mr. Angeloff is the general partner of a
limited partnership that owns a mini-warehouse operated by PSI and which secures
a note  owned  by PSI.  Mr.  Angeloff  has  been a  director  of PSI  since  its
organization in 1980. He is a director of AremisSoft Corporation, Balboa Capital
Corporation, Compensation Resource Group, Nicholas/Applegate Growth Equity Fund,
ReadyPac Produce, Inc., Royce Medical Company,  topjobs.net plc and WorldxChange
Communications, Inc. He was a director of SPI from 1989 until June 1996.

         William C. Baker,  age 66,  became a director of PSI in November  1991.
[From January 1999 until June 1999, Mr. Baker was President and Chief  Executive
Officer of Los Angeles Turf Club,  Incorporated,  which operates the Santa Anita
Racetrack  and is  wholly-owned  subsidiary of Magna  International  Inc.] Since
August 1998,  he has been  President of Meditrust  Operating  Company,  a paired
share real estate  investment  trust. From November 1997 until December 1998, he
was  Chairman  of the Board  and  Chief  Executive  Officer  of The Santa  Anita
Companies,  Inc., a wholly owned subsidiary of Meditrust Operating Company which
then operated the Santa Anita  Racetrack.  From August 1996 until November 1997,
he was  Chairman  of the  Board  and  Chief  Executive  Officer  of Santa  Anita
Operating  Company and Chairman of the Board of Santa Anita Realty  Enterprises,
Inc.,  the companies  which were merged with  Meditrust in November  1997.  From
April 1993 through May 1995, Mr. Baker was President of Red Robin International,
Inc.,  an operator and  franchiser of casual  dining  restaurants  in the United
States and Canada.  From January 1992 through  December 1995 he was Chairman and
Chief Executive Officer of Carolina Restaurant  Enterprises,  Inc., a franchisee
of Red Robin  International,  Inc. Since 1991, he has been Chairman of the Board
of Coast Newport Properties, a real estate brokerage company. From 1976 to 1988,
he was a principal  shareholder and Chairman and Chief Executive  Officer of Del
Taco,  Inc., an operator and franchiser of fast food  restaurants in California.
Mr.  Baker is a director  of  Callaway  Golf  Company  and  Meditrust  Operating
Company.

         Thomas J.  Barrack,  Jr., age 52,  became a director of PSI in February
1998.  Mr. Barrack has been the Chairman and Chief  Executive  Officer of Colony
Capital, Inc. since September,  1991. Colony Capital, Inc. is one of the largest
real estate investors in America, having acquired properties in the U.S., Europe
and Asia. Prior to founding Colony Capital, Inc., from 1987 to 1991, Mr. Barrack
was a principal with the Robert M. Bass Group,  Inc.,  the principal  investment
vehicle for Robert M. Bass of Fort Worth,  Texas. From 1985 to 1987, Mr. Barrack
was President of Oxford Ventures, Inc., a Canadian-based real estate development
company.  From  1984 to 1985 he was a  Senior  Vice  President  at E. F.  Hutton
Corporate  Finance in New York.  Mr.  Barrack was appointed by President  Ronald
Reagan as Deputy Under  Secretary at the U.S.  Department  of the Interior  from
1982 to 1983. Mr. Barrack currently is a director of Continental Airlines,  Inc.
and Kennedy-Wilson, Inc.

         Uri P.  Harkham,  age 51,  became a director of PSI in March 1993.  Mr.
Harkham  has been the  President  and Chief  Executive  Officer of the  Jonathan
Martin  Fashion  Group,  which  specializes  in  designing,   manufacturing  and
marketing  women's  clothing,  since its  organization in 1976.  Since 1978, Mr.
Harkham has been the Chairman of the Board of Harkham Properties,  a real estate
firm specializing in buying and managing fashion warehouses in Los Angeles.

         Daniel C. Staton, age 47, became a director of PSI on March 12, 1999 in
connection  with the merger of Storage  Trust Realty,  a real estate  investment
trust,  with PSI.  Mr.  Staton was  Chairman of the Board of Trustees of Storage
Trust  Realty from  February  1998 until March 12, 1999 and a Trustee of Storage
Trust Realty from  November 1994 until March 12, 1999. He is President of Walnut
Capital Partners,  an investment and venture capital company. Mr. Staton was the
Chief Operating Officer and Executive Vice President of Duke Realty Investments,
Inc. from 1993 to 1997 and a director of Duke Realty Investments, Inc. from 1993
until August 1999.  From 1981 to 1993,  Mr Staton was a principal  owner of Duke
Associates,  the predecessor of Duke Realty Investments,  Inc.. Prior to joining
Duke  Associates in 1981, he was a partner and general manager of his own moving
company,  Gateway Van & Storage, Inc. in St. Louis, Missouri. From 1986 to 1988,
Mr. Staton served as president of the Greater Cincinnati Chapter of the National
Association of Industrial and Office Parks.

         Pursuant  to Articles 16 and 22 of the  Partnership's  Certificate  and
Agreement  of  Limited  Partnership,   a  copy  of  which  is  included  in  the
Partnership's  prospectus included in the Partnership's  Registration  Statement
File No.  2-57750,  each of the General  Partners  continues  to serve until (i)
retirement,  withdrawal,  adjudication of bankruptcy, insolvency or dissolution,
or (ii) removal by a majority vote of the limited partners.

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

                                       12

<PAGE>

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

ITEM 11. EXECUTIVE COMPENSATION
         ----------------------

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

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

         (a) At March 10, 2000, the following  persons  beneficially  owned more
than 5% of the Units:

<TABLE>
<CAPTION>
          Title                           Name and Address                                                 Percent
        of Class                         of Beneficial Owner                 Beneficial Ownership          of Class
--------------------       ------------------------------------------        --------------------          --------
<S>                        <C>                                                 <C>                           <C>
Units of Limited           Public Storage, Inc.                                5,735 Units (1)               28.7%
Partnership Interest       701 Western Ave.
                           Glendale, California 91201

Units of Limited           B. Wayne Hughes,                                    6,333 Units (2)               31.7%
Partnership Interest       Tamara Hughes Gustavson, PS Orangeco, Inc.
                           701 Western Ave.
                           Glendale, California 91201

</TABLE>

(1)   Includes  (i) 5,630 Units owned by PSI as to which PSI has sole voting and
      dispositive power, (ii) 25 Units which PSI has an option to acquire from a
      corporation  wholly-owned  by Hughes  and (iii) 80 Units  which PSI has an
      option to acquire  from  Tamara  Hughes  Gustavson,  an adult  daughter of
      Hughes.

(2)   Includes (i) 6,025 Units owned by BWH Marina Corporation II, a corporation
      wholly-owned by Hughes, as to which Hughes has sole voting and dispositive
      power; PSI has an option to acquire 25 of these Units, (ii) 80 Units owned
      by Tamara Hughes  Gustavson as to which Tamara  Hughes  Gustavson has sole
      voting and dispositive power; PSI has an option to acquire these 80 Units,
      and (iii) 228 Units owned by PS Orangeco, Inc., a corporation whose common
      stock  (representing  5% of the  equity) is owned by Hughes and members of
      his family and whose non-voting  preferred stock  (representing 95% of the
      equity)  is owned by PSI,  and as to which  Units PS  Orangeco,  Inc.  and
      Hughes share voting and dispositive power.

         (b)      The Partnership has no officers and directors.

         The   General   Partners   (or  their   predecessor-in-interest)   have
contributed  $101,010  to  the  capital  of  the  Partnership  and  as a  result
participates  in  the   distributions   to  the  limited  partners  and  in  the
Partnership's  profits  and  losses  in the same  proportion  that  the  General
Partners'  capital  contribution  bears  to  the  total  capital   contribution.
Information  regarding  ownership  of  Units  by PSI  and  Hughes,  the  General
Partners,  is set forth under  section (a) above.  The  directors  and executive
officers of PSI (including Hughes), as a group (17 persons), beneficially own an
aggregate of 6,271 Units,  representing  31.4% of the Units (including the 6,025
Units owned by Hughes and the 228 Units owned by PS  Orangeco,  Inc. as to which
Hughes shares voting and dispositive power as set forth above).

         (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.

                                       13

<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------

         The Partnership  Agreement  provides that the General  Partners will be
entitled  to  cash  incentive  distributions  in an  amount  equal  to (i) 8% of
distributions  of cash  flow from  operations  until  the  distributions  to all
partners from all sources equal their capital contributions;  thereafter, 25% of
distributions of cash flow from operations,  and (ii) 25% of distributions  from
net proceeds from sale and financing of the Partnership's  properties  remaining
after  distribution  to all  partners of any portion  thereof  required to cause
distributions to partners from all sources to equal their capital contributions.
During  1985,  the partners  received  cumulative  distributions  equal to their
capital contributions.  During 1999, there were no incentive  distributions paid
by the Partnership.

         The   Partnership   has   a   Management   Agreement   with   PSI   (as
successor-in-interest  to PSMI). Under the Management Agreement, the Partnership
pays PSI a fee of 6% of the  gross  revenues  of the  mini-warehouse  properties
operated for the Partnership. During 1999, the Partnership paid fees of $298,000
to PSI pursuant to the Management Agreement.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
         ---------------------------------------------------------------

         (a)  List of Documents filed as part of the Report.

              1.   Financial  Statements.  See Index to Financial Statements and
                   Financial Statement Schedule.

              2.   Financial  Statement   Schedules.   See  Index  to  Financial
                   Statements and Financial Statement Schedule.

              3.   Exhibits: See Exhibit Index contained below.

         (b)  Reports on Form 8-K:  No  reports  on Form 8-K were  filed  during
              1999.

         (c)  Exhibits: See Exhibit Index contained below.

                                       14

<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.

                                  EXHIBIT INDEX

                                  (Item 14(c))


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

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

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

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

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

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

27       Financial Data Schedule. Filed herewith.

                                       15

<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 28, 2000         By:  Public Storage, Inc., General Partner

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

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

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

<TABLE>
<CAPTION>
        Signature                                   Capacity                               Date
--------------------------          ------------------------------------------        --------------
<S>                                 <C>                                               <C>
/s/ B. Wayne Hughes                 Chairman of the Board and Chief Executive         March 28, 2000
--------------------------          Officer of Public Storage, Inc. (principal
B. Wayne Hughes                     executive officer)

/s/ Harvey Lenkin                   President and Director                            March 28, 2000
--------------------------          of Public Storage, Inc.
Harvey Lenkin

/s/ Marvin M. Lotz                  Senior Vice President and Director                March 28, 2000
--------------------------
Marvin M. Lotz

/s/ B. Wayne Hughes, Jr.            Vice President and Director                       March 28, 2000
--------------------------          of Public Storage, Inc.
B. Wayne Hughes, Jr.

/s/ John Reyes                      Senior Vice President and Chief Financial         March 28, 2000
--------------------------          Officer of Public Storage, Inc. (principal
John Reyes                          financial officer and principal accounting
                                    officer)


/s/ Robert Abernethy                Director of Public Storage, Inc.                  March 28, 2000
--------------------------
Robert J. Abernethy

/s/ Dann V. Angeloff                Director of Public Storage, Inc.                  March 28, 2000
--------------------------
Dann V. Angeloff
                                    Director of Public Storage, Inc.                  March 28, 2000
--------------------------
William C. Baker
                                    Director of Public Storage, Inc.                  March 28, 2000
--------------------------
Thomas J. Barrack, Jr.

/s/ Uri P. Harkham                  Director of Public Storage, Inc.                  March 28, 2000
--------------------------
Uri P. Harkham

/s/ Daniel Staton                   Director of Public Storage, Inc.                  March 28, 2000
--------------------------
Daniel C. Staton

</TABLE>
                                       16

<PAGE>

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

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

Report of Independent Auditors                                           F-1

Financial Statements and Schedule:

Balance Sheets as of December 31, 1999 and 1998                          F-2

For the years ended December 31, 1999, 1998 and 1997:

     Statements of Income                                                F-3

     Statements of Partners' Deficit                                     F-4

     Statements of Cash Flows                                            F-5

Notes to Financial Statements                                     F-6 - F-10


Schedule:

     III - Real Estate and Accumulated Depreciation              F-11 - F-12

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

<PAGE>

                         Report of Independent Auditors




The Partners
Public Storage Properties, Ltd.


We have audited the  accompanying  balance sheets of Public Storage  Properties,
Ltd. as of December  31, 1999 and 1998,  and the related  statements  of income,
partners' deficit and cash flows for each of the three years in the period ended
December 31, 1999. Our audits also included the schedule  listed in the index at
item 14(a).  These financial  statements and schedule are the  responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  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, 1999 and 1998,  and the results of its  operations  and its cash
flows for each of the three years in the period  ended  December  31,  1999,  in
conformity with accounting  principles  generally accepted in the United States.
Also, in our opinion, the related financial statement schedule,  when considered
in relation to the basic financial statements taken as a whole,  presents fairly
in all material respects the information set forth therein.





                                                               ERNST & YOUNG LLP




February 14, 2000
Los Angeles, California

                                      F-1

<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                                 BALANCE SHEETS
                           December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                 1999                   1998
                                                                            ----------------       ----------------

                                     ASSETS


<S>                                                                         <C>                    <C>
Cash and cash equivalents                                                   $       153,000        $       248,000
Rent and other receivables                                                           73,000                 36,000

Real estate facilities, at cost:
     Building, land improvements and equipment                                    8,611,000              8,440,000
     Land                                                                         2,511,000              2,511,000
                                                                            ----------------       ----------------
                                                                                 11,122,000             10,951,000

     Less accumulated depreciation                                               (6,569,000)            (5,990,000)
                                                                            ----------------       ----------------
                                                                                  4,553,000              4,961,000

Other assets                                                                         94,000                104,000
                                                                            ----------------       ----------------
Total assets                                                                $     4,873,000        $     5,349,000
                                                                            ================       ================

                        LIABILITIES AND PARTNERS' DEFICIT

Accounts payable                                                            $        78,000        $        96,000
Deferred revenue                                                                    156,000                127,000
Note payable to commercial bank                                                   9,225,000             12,000,000

Partners' deficit:
     Limited partners' deficit, $500 per unit, 20,000 units
       authorized, issued and outstanding                                        (3,405,000)            (5,104,000)
     General partners' deficit                                                   (1,181,000)            (1,770,000)
                                                                            ----------------       ----------------

     Total partners' deficit                                                     (4,586,000)            (6,874,000)
                                                                            ----------------       ----------------
Total liabilities and partners' deficit                                     $     4,873,000        $     5,349,000
                                                                            ================       ================
</TABLE>
                            See accompanying notes.
                                      F-2

<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                              STATEMENTS OF INCOME
                       For each of the three years in the
                         period ended December 31, 1999


<TABLE>
<CAPTION>
                                                             1999                   1998                   1997
                                                       ------------------     ------------------     ------------------
REVENUES:

<S>                                                    <C>                    <C>                    <C>
Rental income                                          $       4,969,000      $       4,610,000      $       4,321,000
Other income                                                       9,000                 19,000                 16,000
                                                       ------------------     ------------------     ------------------

                                                               4,978,000              4,629,000              4,337,000
                                                       ------------------     ------------------     ------------------

COSTS AND EXPENSES:

Cost of operations                                             1,142,000              1,078,000                977,000
Management fees paid to affiliate                                298,000                277,000                259,000
Depreciation                                                     579,000                498,000                446,000
Administrative                                                    70,000                 77,000                 62,000
Interest expense                                                 601,000              1,077,000              1,252,000
                                                       ------------------     ------------------     ------------------
                                                               2,690,000              3,007,000              2,996,000
                                                       ------------------     ------------------     ------------------

NET INCOME                                             $       2,288,000      $       1,622,000      $       1,341,000
                                                       ==================     ==================     ==================

Limited partners' share of net income ($113.25 per
     unit in 1999, $80.25 per  unit in 1998 and
     $66.40 per unit in 1997)                          $       2,265,000      $       1,605,000      $       1,328,000

General partners' share of net income                             23,000                 17,000                 13,000
                                                       ------------------     ------------------     ------------------
                                                       $       2,288,000      $       1,622,000      $       1,341,000
                                                       ==================     ==================     ==================
</TABLE>
                            See accompanying notes.
                                       F-3

<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                         STATEMENTS OF PARTNERS' DEFICIT
                       For each of the three years in the
                         period ended December 31, 1999


<TABLE>
<CAPTION>
                                                                                              Total Partners'
                                                   Limited Partners     General Partners          Deficit
                                                   -----------------    -----------------    -----------------

<S>                                                <C>                  <C>                  <C>
Balance at December 31, 1997                       $     (6,308,000)    $     (2,188,000)    $     (8,496,000)

Net income                                                1,605,000               17,000            1,622,000

Equity transfer                                            (401,000)             401,000                    -
                                                   -----------------    -----------------    -----------------


Balance at December 31, 1998                       $     (5,104,000)   $      (1,770,000)    $     (6,874,000)

Net income                                                2,265,000               23,000            2,288,000

Equity transfer                                            (566,000)             566,000                    -
                                                   -----------------    -----------------    -----------------

Balance at December 31, 1999                       $     (3,405,000)    $     (1,181,000)    $     (4,586,000)
                                                   =================    =================    =================
</TABLE>
                            See accompanying notes.
                                      F-4

<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                            STATEMENTS OF CASH FLOWS
                       For each of the three years in the
                         period ended December 31, 1999

<TABLE>
<CAPTION>
                                                                           1999              1998              1997
                                                                      ---------------   ---------------   ---------------
Cash flows from operating activities:

     <S>                                                              <C>               <C>               <C>
     Net income                                                       $    2,288,000    $    1,622,000    $    1,341,000

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

     Depreciation                                                            579,000           498,000           446,000
     (Increase) decrease in rent and other receivables                       (37,000)           10,000             2,000
     Amortization of prepaid loan fees                                        17,000           110,000            33,000
     (Increase) decrease in other assets                                      (7,000)          (66,000)           19,000
     (Decrease) increase in accounts payable                                 (18,000)           64,000            27,000
     Increase (decrease) in deferred revenue                                  29,000            (4,000)           13,000
                                                                      ---------------   ---------------   ---------------
         Total adjustments                                                   563,000           612,000           540,000
                                                                      ---------------   ---------------   ---------------
         Net cash provided by operating activities                         2,851,000         2,234,000         1,881,000
                                                                      ---------------   ---------------   ---------------
Cash flows from investing activities:

     Additions to real estate facilities                                    (171,000)         (439,000)         (280,000)
                                                                      ---------------   ---------------   ---------------
         Net cash used in investing activities                              (171,000)         (439,000)         (280,000)
                                                                      ---------------   ---------------   ---------------
Cash flows from financing activities:

    Proceeds from note payable to affiliate                                        -        11,000,000            -
    Principal payments on note payable to affiliate                                -       (11,300,000)         (600,000)
    Proceeds from note payable to commercial bank                                  -        12,400,000            -
    Principal payments on note payable to commercial bank                 (2,775,000)         (400,000)           -
    Principal payments on mortgage note payable                                    -       (13,793,000)         (524,000)
                                                                      ---------------   ---------------   ---------------
         Net cash used in financing activities                            (2,775,000)       (2,093,000)       (1,124,000)
                                                                      ---------------   ---------------   ---------------
Net (decrease) increase in cash and cash equivalents                         (95,000)         (298,000)          477,000

Cash and cash equivalents at the beginning of the year                       248,000           546,000            69,000
                                                                      ---------------   ---------------   ---------------
Cash and cash equivalents at the end of the year                      $      153,000    $      248,000    $      546,000
                                                                      ===============   ===============   ===============
</TABLE>
                            See accompanying notes.
                                      F-5

<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999

1.       DESCRIPTION OF PARTNERSHIP

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

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS

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

                  Cost of land includes appraisal fees and legal fees related to
         acquisition  and  closing  costs.  Buildings,   land  improvements  and
         equipment  reflect costs incurred through December 31, 1999 and 1998 to
         develop  mini-warehouse  facilities which provide  self-service storage
         spaces for lease,  usually on a  month-to-month  basis,  to the general
         public.  The buildings and  equipment  are generally  depreciated  on a
         straight-line  basis  over  estimated  useful  lives of 25 and 5 years,
         respectively.

                  In 1995,  the  Financial  Accounting  Standards  Board  issued
         Statement of Financial  Accounting  Standards No. 121,  "Accounting for
         the  Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be
         Disposed of"  ("Statement  121").  Statement  121  requires  impairment
         losses to be recorded on  long-lived  assets  used in  operations  when
         indicators of impairment  are present and the  undiscounted  cash flows
         estimated  to be  generated  by those  assets are less than the assets'
         carrying  amount.  Statement  121 also  addresses  the  accounting  for
         long-lived  assets that are expected to be disposed of. The Partnership
         has not  identified  any assets  which  indicate an  impairment  in the
         carrying value of the asset is present.

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

                  Property rents are recognized as earned.

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

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

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

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

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

                                      F-6

<PAGE>


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
         (CONTINUED)

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

                  Included in other  assets are  deferred  financing  costs.  In
         1993,   the   Partnership   incurred   deferred   financing   costs  of
         approximately  $246,000  in  connection  with the  modification  of its
         mortgage  note  payable  (Note 7). In October  1998 the  mortgage  note
         payable was paid in full. The remaining  balance of the financing costs
         associated with this loan were fully amortized in 1998.

                  In 1998, the Partnership  incurred  financing costs of $71,000
         in connection with the note payable from a commercial bank. These costs
         are being  amortized over the life of the loan. As of December 31, 1999
         other assets includes $49,000 relating to these financing costs (net of
         amortization to date of $22,000).

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

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

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

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

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

                  Effective  January 1, 1998, the  Partnership  adopted SFAS No.
         131,   "Disclosure   about   Segments  of  an  Enterprise  and  Related
         Information."  SFAS No. 131  established  standards  for the way public
         business  enterprises  report  information about operating  segments in
         annual financial  statements and requires that those enterprises report
         selected  information  about  operating  segments in interim  financial
         reports.   SFAS  No.  131  also   establishes   standards  for  related
         disclosures  about  products and services,  geographic  areas and major
         customers.  The Partnership only has one reportable  segment as defined
         within  SFAS No.  131,  therefore  the  adoption of SFAS No. 131 had no
         effect on the Partnership disclosures.

         Derivatives:
         ------------

                  In June 1998, the Financial  Accounting Standards Board issued
         Statement No. 133,  Accounting for Derivative  Instruments  and Hedging
         Activities,  which is required to be adopted in years  beginning  after
         June 15, 2000.  Management does not anticipate that the adoption of the
         new  Statement  will  have a  significant  effect  on  earnings  or the
         financial position of the Partnership.

3.       CASH DISTRIBUTIONS

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

                                      F-7

<PAGE>

4.       PARTNERS' DEFICIT

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

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

5.       RELATED PARTY TRANSACTIONS

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

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

                  See footnote 7, on related party note payable.

6.       TAXES BASED ON INCOME

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

                  Unaudited  taxable net income was  $2,513,000,  $1,763,000 and
         $1,553,000  for the  years  ended  December  31,  1999,  1998 and 1997,
         respectively.  The difference between taxable net income and net income
         is primarily related to depreciation  expense resulting from difference
         in depreciation methods.

                                      F-8

<PAGE>

7.       NOTES PAYABLE

              Note  payable  at  December  31,  1999  and  1998  consist  of the
         following:

                                                       1999           1998
                                                   -----------    ------------
Unsecured  note  payable to a  commercial
bank  bearing interest at the London Interbank
Offering Rate  ("LIBOR)  plus 0.55% (7.05% at
December 31, 1999).  The loan requires monthly
payments of interest and matures October 2002.       9,225,000      12,000,000
                                                   -----------    ------------
                                                   $ 9,225,000    $ 12,000,000
                                                   ===========    ============

                  During 1987,  the  Partnership  financed all of its properties
         with a  $20,885,000,  nonrecourse  note  secured  by the  Partnership's
         properties  which was scheduled to mature in 1994.  In September  1993,
         the  Partnership  and the lender modified the terms of the note whereby
         (i)  the  Partnership  was  required  to  make a  $5,000,000  principal
         repayment,  (ii) the interest rate was reduced from 10.25% to 8.25% per
         annum,  and (iii) the maturity date was extended from September 1, 1994
         to September 1, 2001.

                  In January 1996 the  Partnership  obtained a  $1,500,000  loan
         from  PSI to  repay  and  terminate  an  unsecured  note  payable  to a
         commercial  financial bank. Interest on the PSI loan was charged at the
         prime rate plus 1%, payable monthly,  in addition to monthly  principal
         payments of $50,000.  In March 1998, the Partnership paid the remaining
         balance of the loan.

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

                  During October 1998, the Partnership borrowed $12,400,000 from
         a commercial bank to payoff the loan from Public Storage,  Inc. and the
         mortgage  note  with a third  party.  The loan is  unsecured  and bears
         interest at the London  Interbank  Offering Rate  ("LIBOR")  plus 0.55%
         (7.05% as of December 31, 1999).  The loan requires monthly payments of
         interest and matures  October 2002.  Principal may be paid, in whole or
         in part, at any time without penalty or premium. The loan proceeds were
         used to pay off the Partnership's existing indebtedness.

              The Partnership also entered into interest rate swap agreements to
         reduce  the impact of  changes  in  interest  rates on a portion of its
         floating  rate debt.  The  agreement,  which covers  $5,000,000 of debt
         through  October 2000,  effectively  changes the interest rate exposure
         from  floating  rate to a fixed rate of 5.205%.  The second  agreement,
         which covers  $2,500,000 of debt through  October 2001 and  effectively
         changes the interest  rate  exposure from floating rate to a fixed rate
         of 5.33%. Market gains and losses on the value of the swap are deferred
         and included in income over the life of the swap or related  debt.  The
         Partnership  records the  differences  paid or received on the interest
         rate swap in interest  expense as  payments  are made or  received.  At
         December  31, 1999,  the  unrealized  gain of the interest  rate swaps,
         which  would  be  deferred  if  liquidated   prior  to  maturity,   was
         approximately $85,000.

                  The estimated fair value of the Partnership's  note payable as
         of December 31, 1999 are their current outstanding balances. This value
         is based on notes currently  available with similar terms and remaining
         maturities.

              Interest paid during 1999,  1998 and 1997 was  $647,000,  $933,000
         and $1,219,000, respectively.

                                      F-9

<PAGE>

8.       YEAR 2000 SYSTEM ISSUES

                  The Year 2000 Issue arises because many  computerized  systems
         use two digits  rather  than four to  identify a year.  Date  sensitive
         systems  may  recognize  the  Year  2000 as 1900  or some  other  date,
         resulting  in  errors  when  information   using  Year  2000  dates  is
         processed.  In  addition,  similar  problems  may arise in some systems
         which use certain  dates in 1999 to  represent  something  other than a
         date.  Although the change in date to the Year 2000 has occurred and no
         Year 2000 Issues have been  identified,  it is not possible to conclude
         that all  aspects of the Year 2000  Issue  that may affect the  entity,
         including  those  related  to  customers,  suppliers,  or  other  third
         parties, have been fully resolved.

                                      F-10

<PAGE>

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

<TABLE>
<CAPTION>

                                                         Initial Cost
                                                 ----------------------------
                                                                                     Costs
                                                                  Building,       Subsequent to
                                                                  Land Imp &      construction
         Description             Encumbrances        Land         Equipment      (Imrpovements)
------------------------       ---------------   -------------  -------------    ---------------
<S>                            <C>               <C>            <C>              <C>
Pasadena                       $         -       $    327,000   $    515,000     $    231,000
Whittier - El Monte                      -            166,000        763,000          252,000
Fremont                                  -            112,000        741,000          314,000
Milpitas                                 -            198,000        649,000          190,000
Wilmington                               -            815,000      1,336,000          497,000
Sun Valley                               -            329,000        611,000          261,000
Corona                                   -            155,000        757,000          199,000
Norco                                    -             95,000        456,000           91,000
North Hollywood                          -            314,000        553,000          195,000
                               ---------------   -------------  -------------    ---------------
                               $         -       $  2,511,000   $  6,381,000     $  2,230,000
                               ===============   =============  =============    ===============
</TABLE>

<TABLE>
<CAPTION>
                                          Gross Carrying Amount
                                          at December 31, 1999
                                ------------------------------------------
                                                 Building,
                                                Land Imp &                  Accumulated        Date
         Description                Land        Equipment        Total      Depreciation      Completed
------------------------        ------------  -------------  -------------  -------------     ---------
<S>                             <C>           <C>             <C>           <C>                 <C>
Pasadena                        $   327,000   $    746,000    $ 1,073,000   $    580,000        08/78
Whittier - El Monte                 166,000      1,015,000      1,181,000        747,000        07/78
Fremont                             112,000      1,055,000      1,167,000        818,000        11/78
Milpitas                            198,000        839,000      1,037,000        622,000        11/78
Wilmington                          815,000      1,833,000      2,648,000      1,412,000        08/78
Sun Valley                          329,000        872,000      1,201,000        723,000        10/78
Corona                              155,000        956,000      1,111,000        720,000        12/78
Norco                                95,000        547,000        642,000        420,000        12/78
North Hollywood                     314,000        748,000      1,062,000        527,000        12/79
                                ------------  -------------  -------------  -------------
                                $ 2,511,000   $  8,611,000    $11,122,000   $  6,569,000
                                ============  =============  =============  =============
</TABLE>
                                      F-11

<PAGE>

                         Public Storage Properties, Ltd.

                           Real Estate Reconciliation

                            Schedule III (continued)


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

                                      COST

<TABLE>
<CAPTION>
                                                           1999             1998             1997
                                                      -------------    -------------    -------------
<S>                                                   <C>              <C>              <C>
Balance at the beginning of the period                $  10,951,000    $  10,512,000    $  10,232,000

Additions during the period

    Improvements                                            171,000          439,000          280,000

Deductions during the period                                      -                -                -
                                                      -------------    -------------    -------------
Balance at the close of the period                    $  11,122,000    $  10,951,000    $  10,512,000
                                                      =============    =============    =============

                     ACCUMULATED DEPRECIATION RECONCILIATION

                                                           1999             1998             1997
                                                      -------------    -------------    -------------
Balance at the beginning of the period                 $  5,990,000     $  5,492,000    $   5,046,000

Additions during the period

    Depreciation                                            579,000          498,000          446,000
                                                      -------------    -------------    -------------
Balance at the close of the period                     $  6,569,000     $  5,990,000     $  5,492,000
                                                      =============    =============    =============
</TABLE>

(b)  The aggregate  depreciable cost of real estate (excluding land) for Federal
     income tax purposes is $2,991,000 (unaudited).

                                      F-12