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, 1995

                                       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)

       600 N. Brand Boulevard
       Glendale, California                                     91203  
---------------------------------------                     ------------
(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.
         --------
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  organized  as a California  corporation.  In the PSMI Merger,
Storage  Equities,  Inc.'s name was changed to 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,  1995,  the  Partnership   owned  nine  properties.   The
Partnership purchased its last property in June, 1978.

     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.  In the past eight years,  in excess of $56 million has
     been expended  promoting the "Public  Storage"  name. PSI believes that its
     marketing and advertising  programs improve its competitive position in the
     market. PSI believes that it is the only mini-warehouse  operator regularly
     using  television  advertising in several major markets around the country,
     and its in-house  Yellow Pages staff designs and places  advertisements  in
     approximately 700 directories. In addition, PSI offers a toll-free referral
     system,  800-44-STORE,  which services approximately 100,000 calls per year
     from  potential  customers  inquiring  as to  the  nearest  Public  Storage
     mini-warehouse.

-    Maintain high  occupancy  levels and increase  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  has  increased  from 87% in 1994 to 91% in 1995.  Realized
     monthly  rents per  square  foot  increased  from $0.68 in 1994 to $0.70 in
     1995. The Partnership  has increased  rental rates in many markets where it
     has achieved high occupancy levels and eliminated or minimized promotions.

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

-    Professional  property  operation.  In  addition to the  approximately  120
     support  personnel  at the  Public  Storage  corporate  offices,  there are
     approximately 2,700 on-site personnel who manage the day-to-day  operations
     of the mini-warehouse in the Public Storage system. These on-site personnel
     are  supervised by 107 district  managers,  14 regional  managers and three
     divisional  managers  (with  an  average  of 12  years'  experience  in the
     mini-warehouse  industry) who report to the president of the mini-warehouse
     property  operator (who has 11 years of experience  with the Public Storage
     organization). PSI carefully selects and extensively trains the operational
     and  support  personnel  and offers them a  progressive  career  path.  See
     "Property Operation."

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

     The    Partnership's    mini-warehouses    are    managed    by   PSI   (as
successor-in-interest  to PSMI) under a Management  Agreement  (as amended,  the
"Management  Agreement",   which  term  shall  include  the  Amended  Management
Agreement dated as of February 21, 1995).  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 attempt 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  provides that the  Management  Agreement may be
terminated  without cause upon 60 days' written  notice by the  Partnership  and
upon seven years' written  notice by PSI. The  Management  Agreement may also be
terminated at any time by either party for cause, but if terminated for cause by
the Partnership,  the Partnership retains the right to use the service marks and
related designs until a date seven years after such termination.

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.

ITEM 2.  PROPERTIES.
         -----------
     The following  table sets forth  information  as of December 31, 1995 about
properties owned by the Partnership:
<TABLE>
<CAPTION>

                                                     Net               Number              Date of          Completion
             Location       Size of Parcel      Rentable Area         of Spaces           Purchase             Date
             --------       --------------      -------------         ---------           --------             ----

        <S>                   <C>             <C>                      <C>           <C>                  <C>                      
        CALIFORNIA
        ----------
        Corona                2.82 acres     52,000 sq. ft.             469         June 29, 1978         Dec. 1978

        Fremont               3.00 acres     53,000 sq. ft.             482         Mar. 21, 1978         Nov. 1978

        Milpitas              3.46 acres     54,000 sq. ft              439         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.             342         Mar. 17, 1978         Dec. 1979

        Pasadena              1.84 acres     38,000 sq. ft.             389         Feb. 24, 1978         Aug. 1978

        Sun Valley            2.72 acres     53,000 sq. ft.             483         May 30, 1978          Oct. 1978

        Wilmington            6.32 acres     133,000 sq. ft.           1,117        Apr. 18, 1978         Aug. 1978

        Whittier -            4.06 acres     58,000 sq. ft.             536         Nov. 29, 1977         July 1978
          El Monte
</TABLE>

     The weighted  average  occupancy levels for the  mini-warehouse  facilities
were 90% and 87% in 1995 and 1994.

     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 on its properties to evaluate
the environmental condition of, and potential environmental  liabilities of such
properties.  These  assessments  were performed by an independent  environmental
consulting firm. Based on the assessments,  the Partnership has expensed,  as of
December 31,  1995,  an estimated  $22,000 for known  environmental  remediation
requirements.

     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
14(a).

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 1995.

<PAGE>


                                     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
predecessor-in-interest)  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.

     In  addition,  Dean  Witter  Reynolds  Inc.,  the  dealer-manager  for  the
Partnership's  initial offering of Units, has certain information with regard to
sale transactions in the Units.

     Exclusive  of the  General  Partners'  interest in the  Partnership,  as of
December 31, 1995, there were approximately 984 record holders of Units.

     In September  1995,  Old PSI and Hughes  completed a cash tender offer,  in
which Old PSI acquired 852 Units and Hughes  acquired  6,000 Units of the 20,000
outstanding  limited partnership Units in the Partnership at $171 per Unit. As a
result of the PSMI Merger, PSI owns all of the Units that were owned by Old PSI,
and PSI has an  option  to  acquire  all of the  Units  owned by  Hughes.  As of
February  29,  1996,  PSI and Hughes owned an aggregate of 7,497 Units (37.5% of
the 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 that commenced in 1992.

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


<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.

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

              For the Year Ended
                 December 31,                 1995               1994               1993             1992             1991
                 ------------                 ----               ----               ----             ----             ----

       <S>                                    <C>               <C>                <C>             <C>              <C>       
        Revenues (3)                         $4,235,000        $4,181,000         $3,672,000      $3,717,000       $3,822,000

        Depreciation and
          amortization                          356,000           296,000            304,000         299,000          287,000

        Interest expense                      1,520,000         1,658,000          2,171,000       2,232,000        2,228,000

        Net income                            1,125,000         1,075,000            101,000          99,000          268,000

        Limited partners' share               1,114,000         1,064,000            100,000          98,000          265,000

        General partners' share                  11,000            11,000              1,000           1,000            3,000

        Limited partners'
          per unit data (1):

        Net income                               55.70              53.20              5.00             4.90            13.25

        Cash distributions                            -                 -                  -               -             -

      As of December 31
      -----------------
        Cash and cash equivalents           $    89,000       $   162,000        $   136,000     $   617,000      $ 1,318,000
        Total assets                        $ 5,845,000       $ 6,418,000        $ 7,117,000     $ 7,906,000      $ 7,813,000
        Notes payable (2)                   $16,351,000       $17,995,000        $20,005,000     $20,850,000      $20,885,000

</TABLE>
(1) Per  unit  data is based  on the  weighted  average  number  of the  limited
partnership units (20,000) outstanding during the period.
(2) At December 31, 1993, notes payable included $4,350,000 due to an affiliate,
which was discharged in June, 1994.
(3)  Revenues for the year ended  December 31, 1995 and 1994,  include a gain on
sale of marketable  securities of an affiliate of $361,000 and $479,000  ($18.05
and $23.95 per Unit).

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

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

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994:

     The Partnership's net income in 1995 was $1,125,000  compared to $1,075,000
in 1994,  representing an increase of $50,000. This increase is primarily due to
an  increase  in  property  net  operating  income  combined  with a decrease in
interest  expense  offset by a decrease in other income and  environmental  cost
incurred in 1995.

     During 1995,  property net  operating  income  (rental  income less cost of
operations,  management  fees paid to an  affiliate  and  depreciation  expense)
increased  $93,000 from  $2,236,000 in 1994 to $2,329,000 in 1995. 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  $3,848,000  in 1995  compared  to  $3,611,000  in 1994,
representing  an  increase  of  $237,000,  or 7%. This  increase  was  primarily
attributable to increased occupancies and rental rates at the Partnership's real
estate facilities. Weighted average occupancy levels at the mini-warehouses were
91% and 87% in 1995 and 1994,  respectively.  The average monthly  realized rent
per square  foot at the  mini-warehouses  was $.70 in 1995  compared  to $.68 in
1994.

     In November 1995 the Partnership sold its 39,911 shares of PSI common stock
for $708,000 and realized a gain on the sale of $361,000.

     Other income  decreased from $91,000 in 1994 to $26,000 in 1995 as a result
of a decrease in dividend  income earned on its  marketable  securities  sold in
November 1995 and lower invested cash balances in 1995 compared to 1994.

     Cost of operations  (including  management  fees paid to an affiliate)  was
$1,163,000  and  $1,079,000  in 1995 and  1994,  respectively,  representing  an
increase  of  $84,000,  or 8%.  This  increase  was  primarily  attributable  to
increases in payroll cost, and management  fees paid to an affiliate as a result
of an increase in rental revenues.

     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 on its properties to evaluate
the environmental condition of, and potential environmental  liabilities of such
properties.  These  assessments  were performed by an independent  environmental
consulting firm. Based on the assessments,  the Partnership has expensed,  as of
December 31,  1995,  an estimated  $22,000 for known  environmental  remediation
requirements.  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.

     Interest   expense  was   $1,520,000  and  $1,658,000  in  1995  and  1994,
respectively,  representing  a decrease of  $138,000,  or 8%. The  decrease  was
primarily a result of a reduction  in the average  outstanding  debt  balance in
1995 compared to 1994.

YEAR ENDED DECEMBER 31, 1994 COMPARED TO YEAR ENDED DECEMBER 31, 1993:

     The Partnership's net income in 1994 was $1,075,000 compared to $101,000 in
1993,  representing an increase of $974,000.  Net income in 1994 includes a gain
on sale of  marketable  securities of $479,000.  Excluding  this gain net income
increased  $495,000 in 1994 as compared to 1993.  The increase  was  primarily a
result of the decrease in interest expense.

     During 1994,  property net  operating  income  (rental  income less cost of
operations,  management  fees paid to an  affiliate  and  depreciation  expense)
increased  $17,000 from  $2,219,000 in 1993 to $2,236,000 in 1994. 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  $3,611,000  in 1994  compared  to  $3,563,000  in 1993,
representing  an  increase  of  $48,000,  or 1%.  This  increase  was  primarily
attributable  to  increased   occupancies  at  the  Partnership's   real  estate
facilities.  Weighted average occupancy levels at the  mini-warehouses  were 87%
and 85% in 1994 and 1993,  respectively.  The average monthly  realized rent per
square foot at the mini-warehouses was $.68 in 1994 compared to $.66 in 1993.

     Cost  of  operations   (including   management  fees)  was  $1,079,000  and
$1,040,000 in 1994 and 1993, respectively,  representing an increase of $39,000,
or 3%. This increase was primarily attributable to increases in payroll, repairs
and  maintenance  expenses,  partially  offset by decreases in  advertising  and
promotion expenses.

     Interest   expense  was   $1,658,000  and  $2,171,000  in  1994  and  1993,
respectively,  representing  a decrease of  $513,000,  or 24%.  The decrease was
primarily a result of a lower  interest  rate on the  outstanding  debt combined
with a reduction in the average  outstanding  debt  balance in 1994  compared to
1993 partially offset by an increase in the amortization of deferred loan costs.

Liquidity and Capital Resources
-------------------------------
     Cash  flow  from  operating  activities   ($1,077,000  in  1995)  has  been
sufficient to meet all current obligations of the Partnership.  During 1996, the
Partnership anticipates  approximately $235,000 of capital improvements compared
to $344,000 in 1995, $150,000 in 1994 and $35,000 in 1993.

     In January  1996 the  Partnership  obtained a  $1,500,000  loan from PSI to
repay and terminate the  unsecured  note payable from 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.

     At December 31, 1994,  the  Partnership  held 39,911 shares of common stock
(marketable securities) with a fair value of $574,000 (cost basis of $347,000 at
December 31, 1994) in Public  Storage,  Inc. In November 1995,  the  Partnership
sold its  marketable  securities  in Public  Storage,  Inc.  for  $708,000.  The
proceeds from the sale were used to make an unscheduled principal payment on the
Partnership's notes payable.

     In November 1995, the Management Agreement with PSMI was amended to provide
that  upon  demand  from  PSI or PSMI  made  prior to  December  15,  1995,  the
Partnership  agreed to prepay (within 15 days after such demand) up to 12 months
of  management  fees (based on the  management  fees for the  comparable  period
during the calendar year immediately  preceding such  prepayment)  discounted at
the rate of 14% per year to compensate for early payment.  In December 1995, the
Partnership  prepaid,  to PSI,  8 months  of 1996  management  fees at a cost of
$138,000.  The amount is  included in prepaid  expenses on the Balance  Sheet at
December 31, 1995 and will be amortized as management fee expense in 1996.

     In the fourth quarter of 1990, quarterly distributions were discontinued to
enable the  Partnership  to increase its reserves for  principal  payments  that
commenced in 1992.

     The distributions in the aggregate to limited and general partners for each
of the prior years were as follows:

       1978                     427,000
       1979                   1,025,000
       1980                   1,098,000
       1981                   1,427,000
       1982                   1,592,000
       1983                   1,785,000
       1984                   2,076,000
       1985                   2,477,000
       1986                   2,828,000
       1987                  21,751,000
       1988                     421,000
       1989                     521,000
       1990                     404,000
       1991                           -
       1992                           -
       1993                           -
       1994                           -
       1995                           -

     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.  At December 31, 1994,
the outstanding balance of the mortgage note was $14,801,000.

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
Ronald L. Havner, Jr.      Senior Vice President and Chief Financial Officer
Hugh W. Horne              Senior Vice President
Obren B. Gerich            Senior Vice President
Marvin M. Lotz             Senior Vice President
Mary Jayne Howard          Senior Vice President
David Goldberg             Senior Vice President
John Reyes                 Vice President and Controller
Sarah Hass                 Vice President and Secretary
Robert J. Abernethy        Director
Dann V. Angeloff           Director
William C. Baker           Director
Uri P. Harkham             Director
Berry Holmes               Director

B.  Wayne  Hughes,  age 62, 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 a  director  of
Storage  Properties,   Inc.  ("SPI"),  a  real  estate  investment  trust  whose
investment  adviser is PSI, since 1989. Since 1990, Mr. Hughes has been Chairman
of the Board of Public Storage Properties X, Inc., Public Storage Properties XI,
Inc., Public Storage  Properties XII, Inc., Public Storage Properties XIV, Inc.,
Public Storage  Properties XV, Inc., Public Storage Properties XVI, Inc., Public
Storage  Properties XVII, Inc., Public Storage  Properties  XVIII,  Inc., Public
Storage  Properties  XIX,  Inc.,  Public Storage  Properties XX, Inc.,  Partners
Preferred Yield, Inc.,  Partners Preferred Yield II, Inc. and Partners Preferred
Yield III, Inc.  (collectively,  the "Public Storage  Properties  REITs"),  real
estate  investment  trusts  organized by  affiliates  PSMI.  Mr. Hughes has been
active in the real estate investment field for over 25 years.

Harvey Lenkin,  age 59, became President and a director of PSI in November 1991.
He has been President of the Public Storage  Properties REITs since 1990. He was
President  of PSMI  from  January  1978  until  September  1988,  when he became
Chairman of the Board of PSMI, and assumed overall responsibility for investment
banking and investor  relations.  In 1989,  Mr.  Lenkin  became  President and a
director of SPI.

Ronald L. Havner, Jr., age 38, a certified public accountant,  became an officer
of PSI in 1990,  Chief  Financial  Officer in  November  1991,  and Senior  Vice
President of PSI in November  1995. He was an officer of PSMI from 1986 to 1995,
and Chief  Financial  Officer of PSMI and its  affiliates  from 1991 to November
1995.  Mr.  Havner has been an officer of SPI since  1989,  and Chief  Financial
Officer of SPI since  November  1991. He has been a Vice President of the Public
Storage  Properties  REITs since 1990, and was Controller  from 1990 to November
1995 when he became Chief Financial Officer.

Hugh W.  Horne,  age 51,  has been a Vice  President  of PSI since  1980 and was
Secretary of PSI from 1980 until February 1992, and became Senior Vice President
of PSI in November  1995. He was an officer of PSMI from 1973 to November  1995.
He is responsible for managing all aspects of property  acquisition for PSI. Mr.
Horne has been a Vice  President  of SPI since 1989,  and of the Public  Storage
Properties REITs since 1993.

Obren B. Gerich,  age 56, a certified public accountant and certified  financial
planner,  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. Mr. Gerich was an officer of PSMI from 1975 to November 1995. Mr.
Gerich has been Vice  President and  Secretary of SPI since 1989,  and was Chief
Financial  Officer of SPI until  November  1991. He has been Vice  President and
Secretary  of the Public  Storage  Properties  REITs since  1990,  and was Chief
Financial Officer until November 1995.

Marvin M. Lotz,  age 53, 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 PSMI with  responsibility  for
property acquisitions from 1983 until 1988.

Mary Jayne Howard,  age 50, has had overall  responsibility for Public Storage's
commercial  property  operations  since  December 1985. She became a Senior Vice
President of PSI in November 1995.

David  Goldberg,  age 46,  joined  PSMI's  legal  staff in June 1991,  rendering
services  on  behalf  of the  Partnership  and  PSMI.  He  became a 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 and PSMI.

John Reyes, age 35, a certified public accountant,  joined PSMI in 1990, and has
been the  Controller  of PSI since 1992.  He became a Vice  President  of PSI in
November 1995. From 1983 to 1990, Mr. Reyes was employed by Ernst & Young.

Sarah Hass, age 40, became  Secretary of PSI in February 1992. She became a Vice
President of PSI in November  1995.  She joined PSMI's legal  department in June
1991,  rendering  services on behalf of PSI and PSMI.  From 1987 until May 1991,
her  professional  corporation  was a partner in the law firm of Sachs & Phelps,
then  counsel to PSI and PSMI,  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 55, is  President  of American  Standard  Development
Company  and of  Self-Storage  Management  Company,  which  develop  and operate
mini-warehouses.   Mr.   Abernethy   has  been  a  director  of  PSI  since  its
organization.  He is a member of Johns Hopkins University and of the Los Angeles
County Metropolitan  Transportation  Authority, and a former member of the board
of directors of the Metropolitan Water District of Southern California.

Dann V.  Angeloff,  age 60, is President of the  Angeloff  Company,  a corporate
financial  advisory firm. 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.  He is a director of
Compensation Resource Group, Datametrics Corporation,  Nicholas/Applegate Growth
Equity Fund,  Nicholas/Applegate  Investment Trust, Royce Medical Company,  Seda
Specialty Packaging Corp. and SPI.

William C. Baker,  age 62, became a director of PSI in November 1991. 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.  Since January 1992, he has been Chairman and Chief Executive Officer of
Carolina Restaurant Enterprises,  Inc., a franchisee of Red Robin International,
Inc.  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 Santa  Anita  Realty
Enterprises, Inc., Santa Anita Operating Company and Callaway Golf Company.

Uri P. Harkham,  age 47, 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 and Australia.

Berry Holmes,  age 65, is a private investor.  Mr. Holmes has been a director of
PSI since  its  organization.  He was  President  and a  director  of  Financial
Corporation  of Santa  Barbara and Santa  Barbara  Savings and Loan  Association
through  1983  and  was  a  consultant  with  Santa  Barbara  Savings  and  Loan
Association during 1984. Mr. Holmes is a director of SPI.

     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.

     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 February 29, 1996,  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.                           7,497 Units (1)                  37.5%
Partnership Interest      600 North Brand Blvd.
                          Glendale, California 91203


Units of Limited          B. Wayne Hughes                                6,000 Units (2)                  30.0%
Partnership Interest      600 North Brand Blvd.
                          Glendale, California 91203
</TABLE>

(1)  Includes  (i) 1,497  Units owned by PSI as to which PSI has sole voting and
     dispositive  power and (ii) 6,000  Units which PSI has an option to acquire
     (together with other  securities) from B. Wayne Hughes as trustee of the B.
     W. Hughes Living Trust and as to which PSI has sole voting power  (pursuant
     to an irrevocable  proxy) and no dispositive  power.  
(2)  Units owned by B. Wayne Hughes as trustee of the B. W. Hughes  Living Trust
     as to which Mr. Hughes has sole dispositive  power and no voting power; PSI
     has an option to acquire these Units and an irrevocable proxy to vote these
     Units (see footnote 1 above).

    (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. Dann V. Angeloff, a director of PSI,  beneficially owns 41 Units (0.2% of
the Units). The directors and executive officers of PSI (including Hughes), as a
group (15 persons),  own an aggregate of 6,041 Units,  representing 30.2% of the
Units  (including  the  6,000  Units  beneficially  owned by Hughes 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.

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 1995, 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 (and  previously  paid PSMI) a fee of 6% of the gross  revenues  of the
mini-warehouse spaces operated for the Partnership. During 1995, the Partnership
paid or accrued  fees of  $202,000  to PSMI and  $29,000 to PSI  pursuant to the
Management  Agreement with respect to 1995 management  fees (i.e.,  exclusive of
the prepayment described below).

     In November 1995, the Management Agreement was amended to provide that upon
demand from PSI or PSMI made prior to December 15, 1995, the Partnership  agreed
to prepay (within 15 days after such demand) up to 12 months of management  fees
(based on the management fees for the comparable period during the calendar year
immediately preceding such prepayment) discounted at the rate of 14% per year to
compensate for early payment. In December 1995, the Partnership prepaid, to PSI,
8 months of 1996 management fees at a cost of $138,000.

                                     PART IV

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

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

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

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

               3.   Exhibits: See Exhibit Index contained herein.

         (b)   Reports on Form 8-K:  No reports on Form 8-K were filed during
               the last quarter of fiscal 1995.

         (c)   Exhibits:  See Exhibit Index contained herein.


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

10.2      Loan documents  dated August 28, 1987 between the  Partnership and The
          Travelers Insurance Company.  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,  1993 and  incorporated
          herein by reference.

10.3      Modified  loan   documents   dated   September  1,  1993  between  the
          Partnership and The Travelers Insurance Company. 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, 1993 and incorporated herein by reference.

10.4      Loan documents  dated June 30, 1994 between the  Partnership and Wells
          Fargo  Bank.   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, 1994 and  incorporated  herein by
          reference.

10.5      Loan  documents  dated  January 26, 1996 between the  Partnership  and
          Public Storage, Inc. Filed herewith.

27        Financial Data Schedule. Filed herewith.



                                   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 26, 1996                By: Public Storage, Inc., General Partner

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


                                        /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                         March 26, 1996
--------------------     Chief Executive Officer of Public Storage, Inc.
B. Wayne Hughes          (principal executive officer)
                       

/s/Harvey Lenkin         President and Director                            March 26, 1996
--------------------     of Public Storage, Inc.
Harvey Lenkin          


/s/Ronald L. Havner, Jr. Senior Vice President and Chief Financial         March 26, 1996
--------------------     Officer of Public Storage, Inc.
Ronald L. Havner, Jr.    (principal financial officer)
                     

/s/John Reyes            Vice President and Controller of Public           March 26, 1996
--------------------     Storage, Inc. (principal accounting officer)
John Reyes             


/s/Robert J. Abernethy   Director of Public Storage, Inc.                  March 26,  1996
--------------------
Robert J. Abernethy


/s/Dann V. Angeloff      Director of Public Storage, Inc.                  March 26,  1996
--------------------
Dann V. Angeloff


/s/William C. Baker      Director of Public Storage, Inc.                  March 26,  1996
--------------------
William C. Baker



/s/Uri P. Harkham        Director of Public Storage, Inc.                  March 26,  1996
--------------------
Uri P. Harkham



/s/Berry Holmes          Director of Public Storage, Inc.                  March 26,  1996
--------------------
Berry Holmes

</TABLE>
<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 Schedules:

Balance Sheets as of December 31, 1995 and 1994                            F-2

For the years ended December 31, 1995, 1994 and 1993:

Statements of Income                                                       F-3

Statements of Partners' Deficit                                            F-4

Statements of Cash Flows                                                   F-5

Notes to Financial Statements                                          F-6 - F-9


  Schedule for the years ended December 31, 1995,
     1994, and 1993:

     III - Real Estate and Accumulated Depreciation                   F-10 - F11

     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, 1995 and 1994,  and the related  statements  of income,
partners' deficit and cash flows for each of the three years in the period ended
December 31, 1995. 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  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Public Storage Properties, Ltd.
at December 31, 1995 and 1994,  and the results of its  operations  and its cash
flows for each of the three years in the period  ended  December  31,  1995,  in
conformity with generally accepted accounting principles.  Also, in our opinion,
the related  financial  statement  schedule,  when considered in relation to the
basic  financial  statements  taken as a whole,  presents fairly in all material
respects the information set forth therein.






                                          ERNST & YOUNG LLP

February 27, 1996

Los Angeles, California
<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                                 BALANCE SHEETS
                           December 31, 1995 and 1994
<TABLE>


                                                                                        1995                 1994  
                                                                                        ----                 ----  

                                     ASSETS
                                     ------

<S>                                                                             <C>                    <C>         
Cash and cash equivalents                                                       $       89,000         $    162,000
Marketable securities of affiliate
      (cost of $347,000 in 1994)                                                      -                     574,000
Rent and other receivables                                                              42,000               63,000

Real estate facilities at cost:
      Building, land improvements and equipment                                      7,493,000            7,149,000
      Land                                                                           2,511,000            2,511,000
                                                                                     ---------            ---------
                                                                                    10,004,000            9,660,000

      Less accumulated depreciation                                                 (4,644,000)          (4,288,000)
                                                                                     ---------            ---------
                                                                                     5,360,000            5,372,000
                                                                                     ---------            ---------

Other assets                                                                           354,000              247,000
                                                                                     ---------            ---------

           Total assets                                                           $  5,845,000          $ 6,418,000
                                                                                     ---------            ---------


                        LIABILITIES AND PARTNERS' DEFICIT
                        ---------------------------------

Accounts payable                                                                  $     77,000         $     30,000
Deferred revenue                                                                       132,000              136,000
Due to affiliate                                                                       130,000              -
Notes payable                                                                       16,351,000           17,995,000

Partners' deficit:
      Limited partners' deficit, $500 per
           unit, 20,000 units authorized,
           issued and outstanding                                                   (8,052,000)          (8,888,000)
      General partner's deficit                                                     (2,793,000)          (3,082,000)
      Unrealized gain on marketable
           securities                                                                   -                   227,000
                                                                                     ---------            ---------
 
           Total partners' deficit                                                 (10,845,000)         (11,743,000)
                                                                                     ---------            ---------

Total liabilities and partners' deficit                                             $5,845,000         $  6,418,000
                                                                                     ---------            ---------
</TABLE>
<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                              STATEMENTS OF INCOME
                       For each of the three years in the
                         period ended December 31, 1995


<TABLE>
                                                                   1995                 1994               1993    
                                                                   ----                 ----               ----    

REVENUES:

<S>                                                          <C>                   <C>                  <C>        
Rental income                                                $ 3,848,000           $ 3,611,000          $ 3,563,000
Gain on sale of marketable securities                            361,000               479,000              -
Other income                                                      26,000                91,000              109,000
                                                             -----------           -----------          -----------
                                                               4,235,000             4,181,000            3,672,000
                                                             -----------           -----------          -----------


COSTS AND EXPENSES:

Cost of operations                                               932,000               862,000              826,000
Management fees paid to affiliates                               231,000               217,000              214,000
Depreciation and amortization                                    356,000               296,000              304,000
Administrative                                                    49,000                73,000               56,000
Environmental cost                                                22,000               -                    -
Interest expense                                               1,520,000             1,658,000            2,171,000
                                                             -----------           -----------          -----------

                                                               3,110,000             3,106,000            3,571,000
                                                             -----------           -----------          -----------

NET INCOME                                                   $ 1,125,000           $ 1,075,000         $    101,000
                                                             -----------           -----------          -----------

Limited partners' share of net income
($55.70 per unit in 1995, $53.20 per unit in 1994,
and $5.00 per unit in 1993)                                  $ 1,114,000           $ 1,064,000          $   100,000

General partner's share of net income                             11,000                11,000                1,000
                                                             -----------           -----------          -----------
                                                             $ 1,125,000           $ 1,075,000          $   101,000
                                                             -----------           -----------          -----------
</TABLE>
<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                         STATEMENTS OF PARTNERS' DEFICIT
                       For each of the three years in the
                         period ended December 31, 1995
<TABLE>
<CAPTION>


                                                                                     Unrealized
                                                                                      Gain on
                                               Limited           General             Marketable
                                               Partners          Partners            Securities              Total
                                               --------          --------            ----------              ----- 

<S>                                         <C>             <C>             <C>                       <C>           
Balance at December 31, 1992                $ (9,760,000)   $ (3,386,000)            $    -           $ (13,146,000)

Net income                                       100,000           1,000                  -                 101,000

Equity transfer                                  (26,000)         26,000                  -                      -
                                              ----------      ----------             -----------        ----------- 

Balance at December 31, 1993                  (9,686,000)     (3,359,000)                 -             (13,045,000)


Unrealized gain on marketable
       securities (Note 2)                             -               -               227,000              227,000

Net income                                     1,064,000          11,000                  -               1,075,000

Equity transfer                                 (266,000)        266,000                  -                      -
                                              ----------      ----------             -----------        ----------- 

Balance at December 31, 1994                  (8,888,000)     (3,082,000)              227,000          (11,743,000)

Sale of marketable securities (Note 2)                 -               -              (227,000)            (227,000)

Net income                                     1,114,000          11,000                  -               1,125,000

Equity transfer                                 (278,000)        278,000                  -                      -
                                              ----------      ----------            -----------         ----------- 

Balance at December 31, 1995                $ (8,052,000)    $ (2,793,000)           $    -           $ (10,845,000)
                                            ============     =============         =============      ==============  
                                             
</TABLE>
<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                            STATEMENTS OF CASH FLOWS
                       For each of the three years in the
                         period ended December 31, 1995

<TABLE>
                                                                   1995                 1994                 1993  
                                                              ----------             ---------           ---------- 

<S>                                                          <C>                   <C>                <C>
Cash flows from operating activities:
      Net income                                             $ 1,125,000           $ 1,075,000        $     101,000
      Adjustments to reconcile net income to
      net cash provided by operating activities:

        Depreciation and amortization                            356,000               296,000              304,000
        Gain on sale of marketable securities                   (361,000)             (479,000)                   -
        Decrease (increase) in rent and other receivables         21,000                (6,000)             168,000
        Write off prepaid loan fees                                    -                    -               145,000
        (Increase) decrease in other assets                     (107,000)               26,000              (28,000)
        Increase in accounts payable                              47,000                 1,000                1,000
        (Decrease) increase in advance
           payments from renters                                  (4,000)                8,000              (46,000)
                                                              ----------             ---------           ---------- 

           Total adjustments                                     (48,000)             (154,000)             544,000
                                                              ----------             ---------           ---------- 

           Net cash provided by operating activities           1,077,000               921,000              645,000
                                                              ----------             ---------           ---------- 

Cash flows from investing activities:

      Proceeds from sale of marketable securities                708,000             1,265,000              -
      Additions to real estate facilities                       (344,000)             (150,000)             (35,000)
                                                              ----------             ---------           ---------- 
 
           Net cash provided by (used in)
              investing activities                               364,000             1,115,000              (35,000)
                                                              ----------             ---------           ---------- 

Cash flows from financing activities:
      Increase in prepaid loan fees                               -                    -                   (246,000)
      Proceeds from note payable to bank                          -                  3,000,000                    -
      Proceeds from note payable to affiliate                    130,000             1,250,000            5,000,000
      Principal payments on notes payable                     (1,644,000)           (6,260,000)          (5,845,000)
                                                              ----------             ---------           ---------- 
           Net cash used in financing activities              (1,514,000)           (2,010,000)          (1,091,000)
                                                              ----------             ---------           ---------- 

      Net (decrease) increase in cash and cash equivalents       (73,000)               26,000             (481,000)

Cash and cash equivalents at the beginning of the year           162,000               136,000              617,000
                                                              ----------             ---------           ---------- 

Cash and cash equivalents at the end of the year            $     89,000          $    162,000         $    136,000
                                                              ----------             ---------           ---------- 

Supplemental schedule of non-cash
    investing and financing activities:
      Increase in fair value of
          marketable securities of affiliate             $       -                $   (227,000)          $       -
                                                              ----------             ---------           ---------- 
      Unrealized gain on marketable
          securities of affiliate                        $       -                $    227,000           $       -
                                                              ----------             ---------           ---------- 

</TABLE>
<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1995

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.,  formerly known as Storage  Equities,  Inc. and B. Wayne
Hughes  ("Hughes").  In 1995, there was a series of mergers among Public Storage
Management, Inc. (which was the Partnership's mini-warehouse property operator),
Public Storage,  Inc. (which was one of the Partnership's  general partners) and
their affiliates  (collectively, "PSMI"),  culminating in the November 16, 1995
merger of PSMI into  Storage  Equities,  Inc.,  a real estate  investment  trust
listed on the New York Stock  Exchange.  In the PSMI merger,  Storage  Equities,
Inc.'s  name was  changed  to Public  Storage,  Inc.  ("PSI")  and PSI  became a
co-general  partner of the  Partnership  and the  operator of the  Partnership's
mini-warehouse properties.

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, 1995 and 1994 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 depreciated on the
straight-line basis over estimated useful lives of 25 and 5 years, respectively.

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.

Marketable Securities:
----------------------
     Marketable  securities  at December 31, 1994  consisted of 39,911 shares of
common stock of PSI. The  Partnership had designated its portfolio of marketable
securities as being available for sale.  Accordingly,  at December 31, 1994, the
Partnership has recorded the marketable securities at fair value, based upon the
closing  quoted price of the securities at December 31, 1994, and has recorded a
corresponding  unrealized gain in partners' equity.  The Partnership  recognized
$26,000 and $87,000 in  dividends in 1995 and 1994,  respectively.  In September
1994,  the  Partnership  sold  85,000 of the  shares of common  stock of PSI and
recognized  a  gain  totaling  $479,000  on  the  sale.  In  November  1995  the
Partnership  sold all its  remaining  39,911  shares of PSI  common  stock,  and
recognized a gain totaling $361,000 on the sale.

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
addition,  deferred  financing  costs  of  approximately  $33,000,  $33,000  and
$145,000  relating to the pre-modified  mortgage loan were expensed during 1995,
1994 and 1993, respectively, and included in interest expense.

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

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.
Based on the assessments, the Partnership has expensed, as of December 31, 1995,
an estimated $22,000 for known environmental remediation requirements.  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.

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 in order to build cash reserves
for future debt service payments.

4.    PARTNERS' EQUITY
      ----------------

     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   (as
successor-in-interest  to PSMI) Under the terms of the  agreement,  PSI operates
the mini-warehouse  facilities for a fee equal to 6% of the facilities'  monthly
gross revenue (as defined).



5.   RELATED PARTY TRANSACTIONS (CONTINUED)
     -------------------------------------

     In November 1995, the Management Agreement was amended to provide that upon
demand from PSI or PSMI made prior to December 15, 1995, the Partnership  agreed
to prepay (within 15 days after such demand) up to 12 months of management  fees
(based on the management fees for the comparable period during the calendar year
immediately preceding such prepayment) discounted at the rate of 14% per year to
compensate for early payment. In December 1995, the Partnership prepaid, to PSI,
8 months of 1996 management  fees at a cost of $138,000.  The amount is included
in other assets on the Balance  Sheet at December 31, 1995 and will be amortized
as management fee expense in 1996.

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

     Taxable  net income was  $1,209,000,  $1,114,000  and $93,000 for the years
ended December 31, 1995,  1994 and 1993,  respectively.  The difference  between
taxable net income and net income is primarily  related to depreciation  expense
resulting from difference in depreciation methods.

7.   NOTES PAYABLE
     -------------
     Notes payable at December 31, 1995 and 1994 consist of the following:

                                                  1995               1994  
                                              -----------         -----------
8.25% mortgage note payable to an
insurance company with principal
and interest due monthly; remaining
principal due September, 2001.                $14,801,000          $15,245,000

Unsecured note payable, bearing interest at
1% above bank's prime rate term
loan due bank, payable monthly,
and requiring $50,000 monthly principal
payments; remaining principal due
July 1, 1999.                                   1,550,000            2,750,000
                                               -----------         -----------

                                              $16,351,000          $17,995,000
                                              ===========          ===========

     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.

7.   NOTES PAYABLE (CONTINUED)
     ------------------------

     On September 1, 1993, the  Partnership  borrowed  $5,000,000  from PSI, the
proceeds  of which  were  used to repay  the  required  principal  on the  above
modified note. On June 30, 1994, the Partnership repaid the remaining  principal
balance of $4,350,000  due to PSI. This payment was funded with a combination of
(i) a $3,000,000 term loan from Wells Fargo Bank, (ii) a $1,250,000 loan from an
affiliate  and (iii)  cash  reserves.  The terms of the  Wells  Fargo  Bank loan
requires  compliance  by  the  Partnership  with  certain  financial  covenants,
including the  maintenance  of a debt coverage  ratio,  as defined.  In December
1995, the Partnership made an unscheduled  principal payment of $600,000.  As of
December 31, 1995, the Partnership was in compliance with all financial covenant
requirements.

     The  Partnership  believes  that it is not  practical  to estimate the fair
value of its long-term  fixed rate debt at December 31, 1995 because there is no
public market for such debt,  and although  interest  rates at December 31, 1995
are lower than when such debt was incurred,  the Partnership does not believe it
could obtain financing  currently on such favorable term. This is in part due to
the  reduced  sources  of real  estate  financing  resulting  from a variety  of
factors, including the present condition of financial institutions.

     The principal  repayment schedule of the above notes payable as of December
31, 1995, is as follows:

                         1996                                   $  1,083,000
                         1997                                      1,124,000
                         1998                                        919,000
                         1999                                        618,000
                         2000                                        667,000
                         Thereafter                               11,940,000
                                                                  ----------
                                                                 $16,351,000
                                                                 ===========




     Interest paid on the notes was  $1,488,000,  $1,626,000  and $2,017,000 for
the years ended December 31, 1995, 1994 and 1993, respectively.

8.   SUBSEQUENT EVENT
     ----------------

     In January  1996 the  Partnership  obtained a  $1,510,000  loan from PSI to
repay and terminate the  unsecured  note payable from 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.
<PAGE>

                         Public Storage Properties, Ltd.

             Schedule III - Real Estate and Accumulated Depreciation

<TABLE>


                                                                       Cost
                                                                     subsequent to          Gross Carrying Amount
                                             Initial Cost            Acquisition             at December 31, 1995
                                       ---------------------                        ------------------------------------           
Description          Encumbrance        Land          Buildings     (Improvements)     Land           Buildings       Total        
-----------          -----------        ----          ---------     --------------     ----           ---------       -----        

<S>                  <C>              <C>             <C>            <C>               <C>             <C>            <C>        
Corona                        -         $  155,000     $  757,000      $   94,000       $  155,000      $ 851,000      $1,006,000 
Freemont                      -            112,000        741,000         182,000         112,000          923,000      1,035,000   
Milipiitas                    -            198,000        649,000         104,000          198,000        753,000         951,000 
Norco                         -             95,000        456,000          55,000           95,000        511,000         606,000 
North Hollywood               -            314,000        553,000          51,000          314,000        604,000         918,000 
Pasadena                      -            327,000        515,000         123,000         327,000          638,000        965,000  
Sun Valley                    -            329,000        611,000         199,000          329,000        810,000       1,139,000  
Wilmington                    -            815,000      1,336,000         236,000          815,000      1,572,000       2,387,000
Whittier - El Monte           -            166,000        763,000          68,000          166,000        831,000         997,000 
                    --------------     -----------    -----------      ----------       ----------     ----------     ----------- 
 
Total               $ 14,801,000(1)    $ 2,511,000    $ 6,381,000      $1,112,000       $2,511,000     $7,493,000     $10,004,000 
                    --------------     -----------    -----------      ----------       ----------     ----------     ----------- 
</TABLE>


                  
                                               Accumulated          Date
Description                                    Depreciation        Acquired
-----------                                   ------------        --------

Corona                                        $   528,000           12/78      
Freemont                                          580,000           11/78      
Milipiitas                                        452,000           11/78      
Norco                                             324,000           12/78      
North Hollywood                                   370,000           12/79      
Pasadena                                          389,000           08/78     
Sun Valley                                        472,000           10/78      
Wilmington                                        973,000           08/78      
Whittier - El Monte                               556,000           07/78      
                                                  -------        
 
                                 
                                               $4,644,000                      
                                               ----------                      

                                 
(1) All nine  properties  are encumbered by a promissory  note. The  $14,801,000
listed  above is the  principal  balance  remaining  on the note at December 31,
1995.
<PAGE>

                         Public Storage Properties, Ltd.
                           Real Estate Reconciliation
                            Schedule III (continued)


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


                                      COST

                                           1995          1994           1993  
                                        ----------    ----------     ----------

Balance at the beginning of the period  $9,660,000    $9,510,000    $ 9,475,000

Additions during the period

   Improvements                            344,000       150,000         35,000

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

Balance at the close of the period     $10,004,000    $9,660,000    $ 9,510,000
                                        ----------    ----------     ----------

                     ACCUMULATED DEPRECIATION RECONCILIATION

                                           1995          1994          1993
                                        ----------    ----------     ----------

Balance at the beginning of the period  $4,288,000    $3,992,000     $3,688,000

Additions during the period

    Depreciation                           356,000       296,000        304,000

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

Balance at the close of the period      $4,644,000    $4,288,000     $3,992,000
                                        ----------    ----------     ----------
<PAGE>