SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934

    For the fiscal year ended December 31, 2007.

or

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

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



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

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

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

 701 Western Avenue, Glendale, California              91201-2349
 ----------------------------------------              ----------
(Address of principal executive offices)              (Zip Code)

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

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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                 Yes [X] No [ ]

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

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

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

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

<PAGE>

The  aggregate  market value of the voting and  non-voting  common stock held by
non-affiliates of the Registrant as of June 30, 2007:

Limited Partner Units, $500.00 Par Value - $15,024,000(computed  on the basis of
$2,000 per unit which was the highest  reported  sale price prior to the quarter
ended June 30, 2007).

The number of units outstanding of the registrant's  classes of common equity as
of March 25, 2008:

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

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

                                       2

<PAGE>



                                     PART I

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

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

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

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

          o    general risks associated with the ownership and operation of real
               estate  including  changes in  demand,  potential  liability  for
               environmental contamination,  adverse changes in tax, real estate
               and  zoning  laws and  regulations,  and the  impact  of  natural
               disasters;

          o    risks  associated  with  downturns in the local  economies in the
               markets in which we operate;

          o    the impact of competition from new and existing  self-storage and
               commercial facilities and other storage alternatives;

          o    the impact of the  regulatory  environment  as well as  national,
               state, and local laws and regulations;

          o    disruptions or shutdowns of our automated  processes and systems;
               and

          o    economic uncertainty due to the impact of war or terrorism.

     The  risks  included  here are not  exhaustive  as it is not  possible  for
management  to predict all  possible  risk factors that may exist or emerge from
time to time.  Investors should refer to our quarterly  reports on Form 10-Q for
future periods and current reports on Form 8-K and other  information filed from
time to time with the SEC Commission for additional information.

General
-------

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

     The  Partnership  has  reported  annually to the  Securities  and  Exchange
Commission ("SEC") on Form 10-K which includes financial statements certified by
its  independent  registered  public  accounting  firm. The Partnership has also
reported  quarterly  to the SEC on Form 10-Q and  includes  unaudited  financial
statements  with  such  filings.   The  Partnership  expects  to  continue  such
reporting.  On an annual  basis,  the  Partnership  mails the audited  financial
statements and related notes thereto, to all limited partners.

                                       3
<PAGE>


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

     In 1995,  there were a series of mergers among Public  Storage  Management,
Inc. (which was the  Partnership's  self-storage  facilities  operator),  Public
Storage,  Inc. (which was one of the  Partnership's  general partners) and their
affiliates (collectively,  "PSMI"),  culminating in the November 16, 1995 merger
(the  "PSMI  Merger")  of  PSMI  into  Storage  Equities,  Inc.,  a real  estate
investment  trust ("REIT")  organized as a California  corporation.  In the PSMI
Merger,  Storage  Equities,  Inc. was renamed Public Storage,  Inc. and acquired
substantially  all of PSMI's United States  ("U.S.") real estate  operations and
became  a  co-general  partner  of  the  Partnership  and  the  operator  of the
Partnership's  self-storage facilities.  Effective June 1, 2007, Public Storage,
Inc.  was  reorganized  into  Public  Storage  ("PS"),  a Maryland  real  estate
investment trust.

     The  Partnership's  general partners are PS and B. Wayne Hughes  ("Hughes")
(collectively referred to as the "General Partners").  Hughes has been a general
partner of the Partnership since its inception.  Hughes is chairman of the board
of PS, and was its chief executive  officer through November 7, 2002. Hughes and
members of his family  (the  "Hughes  Family")  own  approximately  25.3% of the
outstanding common shares of PS.

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

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

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

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

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

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

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

     The Partnership does not anticipate issuing senior securities, making loans
to other  persons,  investing in the securities of other issuers for the purpose
of exercising control, underwriting the securities of other issuers, engaging in
the  purchase  and sale of  investments,  offering  securities  in exchange  for
property, or repurchasing or otherwise  reacquiring its outstanding  securities.
The  Partnership  may  consider  borrowing  money  with the  intent of using the
proceeds for distribution to partners.

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

     Self-storage  facilities are designed to offer accessible storage space for
personal  and  business  use at a  relatively  low  cost.  A user  rents a fully
enclosed space, which is for the user's exclusive use and to which only the user
has access on an unrestricted basis during business hours.  On-site operation is
the responsibility of property managers who are supervised by district managers.
Some self-storage  facilities also include rentable  uncovered parking areas for
vehicle  storage.  Leases  for  self-storage  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.

                                       4
<PAGE>

     Users of space in  self-storage  facilities  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.

     Self-storage  facilities in which the  Partnership  has invested  generally
consist  of  three  to  seven  buildings  containing  an  aggregate  of  between
approximately 250 to 1,100 storage spaces, most of which have between 25 and 400
square feet and an interior height of approximately 8 to 12 feet.

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

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

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

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

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

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

          o    Maintain  high  occupancy  levels and  increase  annual  realized
               rents.  Subject to market conditions,  the Partnership  generally
               seeks to maximize  revenues  through high occupancy levels and to
               eliminate  promotions prior to increasing  rental rates.  Average
               occupancy for the Partnership's  self-storage  facilities was 90%
               in 2007 and 2006.  Annual realized rents per occupied square foot
               increased from $15.53 in 2006 to $15.79 in 2007.

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

          o    Professional  property  operation.  There are approximately 5,200
               persons who render  services for the Public Storage system in the
               U.S.,   primarily  personnel  engaged  in  property   operations,
               substantially all of whom are employed by a clearing company that
               provides certain  administrative and cost-sharing  services to PS
               and other owners of properties operated by PS.

                                       5
<PAGE>

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

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

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

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

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

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

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

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

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

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

     Local market  conditions play a significant  role in how  competition  will
affect the  Partnership's  operations.  Competition from other  self-storage and
other storage alternatives in the market areas in which the Partnership operates
is  significant  and affects the  occupancy  levels,  rental rates and operating
expenses  of  certain  of  the   Partnership's   facilities.   Any  increase  in
availability of funds for investment in real estate may accelerate  competition.
Further development of self-storage  facilities may intensify  competition among
self-storage  facilities in the market areas in which the Partnership  operates.
In addition to competition from  self-storage  facilities  operated by PS, there
are other publicly traded REITs and numerous  regional and local operators.  The
Partnership believes that the significant  operating and financial experience of
PS,  and  the  "Public  Storage"  brand  name  recognition   should  enable  the
Partnership to continue to compete effectively with other entities.

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

     A corporation  that  reinsures  policies  against losses to goods stored by
tenants  in PS'  storage  facilities  was  purchased  by PS from Mr.  Hughes and

                                       6
<PAGE>

members of his family (the "Hughes  Family") on December  31,  2001.  We believe
that the  availability of insurance  reduces our potential  liability to tenants
for losses to their goods from theft or destruction.  This corporation  receives
the  premiums  and  bears  the  risks  associated  with  the  reinsurance.   The
Partnership receives an access fee from this corporation in return for providing
tenant listings.  This fee is based on the number of spaces the Partnerships has
to rent.

     A  subsidiary  of PS sells locks and boxes and rents  trucks to the general
public and tenants to be used in securing  their  spaces and moving their goods.
The subsidiary of PS receives the revenues and bears the cost of the activities.
We believe that the  availability  of locks and boxes for sale and the rental of
trucks promote the rental of self-storage spaces.

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

     Public  Storage  Properties,  Ltd. is treated as a partnership  for Federal
income tax  purposes  with the taxable  income of the entity  allocated  to each
partner in accordance with the Partnership agreement.

Employees
---------

     The Partnership has no direct employees. There are approximately 36 persons
who render services on behalf of the Partnership. These persons include resident
managers, assistant managers, relief managers, area managers, and administrative
and maintenance  personnel.  Some employees may be employed on a part-time basis
and may be  employed by other  persons,  partnerships,  REITs or other  entities
owning facilities operated by PS.

                                       7
<PAGE>

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

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

     THE GENERAL PARTNERS CONTROL THE PARTNERSHIP AS A GROUP.

     Public Storage is a general  partner and  beneficially  owns  approximately
31.4% of our  outstanding  limited  partnership  units.  In  addition,  B. Wayne
Hughes,  General Partner of the  Partnership,  and Chairman of PS and members of
his family beneficially own 31.5% of the limited partnership units. As a result,
the General  Partners,  as a group,  control matters  submitted to a vote of our
unitholders,  including  amending our organizational  documents,  dissolving the
Partnership and approving other such transactions.

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

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

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

          o    changes in general economic or local conditions;

          o    natural disasters, such as earthquakes;

          o    potential terrorist attacks;

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

          o    the impact of environmental protection laws;

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

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

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

          o    tenant and employment-related claims.

     There is significant  competition  among  self-storage  facilities and from
other storage alternatives.  All of our properties are self-storage  facilities,
which generated substantially all of our revenue for the year ended December 31,
2007.  Local market  conditions will play a significant  part in how competition
will affect us.  Competition in the market areas in which many of our properties
are located from other self-storage facilities and other storage alternatives is
significant  and has affected the occupancy  levels,  rental rates and operating
expenses of some of our  properties.  Any increase in  availability of funds for
investment in real estate may  accelerate  competition.  Further  development of
self-storage   facilities   may  intensify   competition   among   operators  of
self-storage facilities in the market areas in which we operate.

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

     We   have   conducted   preliminary   environmental   assessments   on  the
Partnership's  properties  to  evaluate  the  environmental  condition  of,  and
potential  environmental  liabilities  associated  with, our  properties.  These
assessments generally consist of an investigation of environmental conditions at

                                       8
<PAGE>

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

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

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

     We must comply with the Americans with Disabilities Act and fire and safety
regulations, which can require significant expenditures. All our properties must
comply with the Americans  with  Disabilities  Act and with related  regulations
(the  "ADA").  The  ADA  has  separate   compliance   requirements  for  "public
accommodations"  and  "commercial   facilities,"  but  generally  requires  that
buildings be made  accessible to persons with  disabilities.  Various state laws
impose similar  requirements.  A failure to comply with the ADA or similar state
laws could result in  government  imposed fines on us and could award damages to
individuals affected by the failure. In addition, we must operate our properties
in compliance with numerous local fire and safety  regulations,  building codes,
and other land use regulations.  Compliance with these  requirements can require
us to spend  substantial  amounts of money,  which would  reduce cash  otherwise
available  for  distribution  to  shareholders.  Failure  to comply  with  these
requirements could also affect the marketability of our real estate facilities.

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

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

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

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

     Terrorist  attacks and other acts of  violence  or war,  such as those that
took place on September 11, 2001,  could have a material  adverse  impact on our
business and operating results. There can be no assurance that there will not be
further  terrorist  attacks  against the U.S. or its  businesses  or  interests.
Attacks or armed  conflicts  that directly  impact one or more of our properties
could  significantly  affect our ability to operate those properties and thereby
impair our operating  results.  Further,  we may not have insurance coverage for
losses caused by a terrorist attack. Such insurance may not be available,  or if
it is available and we decide to obtain such  terrorist  coverage,  the cost for

                                       9
<PAGE>

the  insurance  may be  significant  in  relationship  to the risk  overall.  In
addition,  the  adverse  effects  that such  violent  acts and threats of future
attacks could have on the U.S.  economy could similarly have a material  adverse
effect on our business and results of  operations.  Finally,  further  terrorist
acts could  cause the U.S.  to enter into a wider  armed  conflict,  which could
further impact our business and operating results.

     DEVELOPMENTS  IN CALIFORNIA  MAY HAVE AN ADVERSE IMPACT ON OUR BUSINESS AND
     OPERATING RESULTS AND COULD DECREASE THE VALUE OF OUR ASSETS.

     All of the Partnership's  properties are located in California.  California
is facing  budgetary  problems.  Action  that may be taken in  response to these
problems, such as an increase in property taxes on commercial properties,  could
adversely impact our business and results of operations.  In addition,  we could
be  adversely  impacted  by  efforts to reenact  legislation  mandating  medical
insurance for employees of California businesses and members of their families.

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

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

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

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

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

     The Partnership has a 0.9% ownership  interest in STOR-Re Mutual  Insurance
Corporation  ("STOR-Re"),  which was  formed in 1994 as an  association  captive
insurance  company,  and is controlled by PS. STOR-Re  provided limited property
and liability  insurance  coverage to the Partnership,  PS, and affiliates of PS
for losses  occurring  prior to April 1, 2004.  Liabilities  for losses and loss
adjustment   expenses  include  an  amount  determined  from  loss  reports  and
individual cases and an amount, based on recommendations from an outside actuary
that is a member of the American  Academy of  Actuaries,  using a frequency  and
severity method, for losses incurred but not reported. Determining the liability
for unpaid losses and loss adjustment  expense is based upon estimates and while
we believe that the amount is adequate, the ultimate loss may be in excess of or
less than the amounts provided,  which may result in a reduction in the value of
the  Partnership's  investment or could result in future  payments to STOR-Re if
its reserves were  determined to be  inadequate.  Financial data with respect to
STOR-Re is included in Note 5 to the  Partnership's  December 31, 2007 financial
statements.

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

     Not applicable.

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

     The following  table sets forth  information  as of December 31, 2007 about
properties owned by the Partnership:

                                       10
<PAGE>

<TABLE>
<CAPTION>

                                                 Net              Number           Date             Completion
  Location             Size of Parcel       Rentable Area        of Spaces      of Purchase             Date
  --------             --------------       -------------        ---------      -----------             ----
<S>                      <C>                 <C>                   <C>          <C>                  <C>
CALIFORNIA
Corona                   2.82 acres          52,000 sq. ft.         467        June 29, 1978          Dec. 1978
Fremont                  3.00 acres          53,000 sq. ft.         464        Mar. 21, 1978          Nov. 1978
Milpitas                 3.40 acres          40,000 sq. ft          419         May 8, 1978           Nov. 1978
Norco                    1.66 acres          29,000 sq. ft          257        July 19, 1978          Dec. 1978
North Hollywood          2.06 acres          38,000 sq. ft.         343        Mar. 17, 1978          Dec. 1979
Pasadena                 1.84 acres          37,000 sq. ft.         385        Feb. 24, 1978          Aug. 1978
Sun Valley               2.72 acres          53,000 sq. ft.         477         May 30, 1978          Oct. 1978
Wilmington               6.32 acres         133,000 sq. ft.       1,089        Apr. 18, 1978          Aug. 1978
Whittier - El Monte      3.28 acres          58,000 sq. ft.         532        Nov. 29, 1977          July 1978

</TABLE>

     The weighted average  occupancy level for the  self-storage  facilities was
90% for 2007 and 2006.

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

     As of December 31, 2007, none of the properties were encumbered by mortgage
debt.

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

     Serrao v.  Public  Storage,  Inc.  (filed  April 2003)  (Superior  Court of
     ---------------------------------------------------------------------------
     California - Orange County)
     ---------------------------

     The  plaintiff in this case filed a suit against PS on behalf of a putative
class of renters who rented  self-storage  units from PS. Plaintiff alleges that
PS  misrepresented  the size of its  storage  units,  has brought  claims  under
California  statutory  and common law  relating to consumer  protection,  fraud,
unfair  competition,  and negligent  misrepresentation,  and is seeking monetary
damages,  restitution,  and declaratory and injunctive  relief.  On November 26,
2007, the Court entered an order  dismissing the matter in its entirety  without
any liability to PS.

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

     The  plaintiff  sued  PS on  behalf  of a  purported  class  of  California
non-exempt  employees based on various California wage and hour laws and seeking
monetary  damages  and  injunctive  relief.  In May  2006,  a motion  for  class
certification  was filed seeking to certify five  subclasses.  Plaintiff  sought
certification  for alleged  meal  period  violations,  rest  period  violations,
failure to pay for travel time,  failure to pay for mileage  reimbursement,  and
for wage  statement  violations.  In October 2006, the Court declined to certify
three out of the five subclasses.  The Court did,  however,  certify  subclasses
based on alleged meal period and wage  statement  violations.  Subsequently,  PS
filed a motion  for  summary  judgment  seeking  to  dismiss  the  matter in its
entirety.  On June 22, 2007, the Court granted PS' summary judgment motion as to
the causes of action  relating to the subclasses  certified and dismissed  those
claims.  The only  surviving  claims are those  relating to the named  plaintiff
only.  The  plaintiff  has filed an appeal to the Court's  June 22, 2007 summary
judgment  ruling.  An appeal to the  Court's  June 22, 2007 order  granting  PS'
summary judgment motion is currently pending.

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

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

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of the fiscal year ended December 31, 2007.

                                       11
<PAGE>


                                     PART II

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

     The Partnership has no common stock.

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

     Exclusive  of the  General  Partners'  interest in the  Partnership,  as of
December 31, 2007, there were approximately 590 unit holders of record.

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

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

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

<TABLE>
<CAPTION>

       For the Year Ended
          December 31,                  2007               2006             2005             2004             2003
          ------------                  ----               ----             ----             ----             ----

<S>                                <C>              <C>              <C>              <C>              <C>
Revenues                           $   7,524,000    $   7,371,000    $   7,002,000    $   6,593,000    $   6,246,000

Depreciation and
  amortization                           130,000          165,000          181,000          217,000          454,000

Net income                             5,314,000        5,042,000        4,888,000        4,475,000        3,977,000

Limited partners' share                3,701,000        3,751,000        3,619,000        3,397,000        3,004,000

General partners' share                1,613,000        1,291,000        1,269,000        1,078,000          973,000

Limited partners' per unit data (1):
  Net income                             $185.05          $187.55          $180.95          $169.85          $150.20
  Cash distributions                     $234.00          $186.00          $183.00          $155.00          $140.00

As of December 31,
------------------
Cash and cash equivalents          $     559,000    $   1,483,000    $   1,448,000    $   1,407,000    $   1,070,000

Total assets                       $   3,745,000    $   4,720,000    $   4,682,000    $   4,737,000    $   4,422,000

</TABLE>

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

                                       12
<PAGE>

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

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

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

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

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

          o    general risks associated with the ownership and operation of real
               estate  including  changes in  demand,  potential  liability  for
               environmental contamination,  adverse changes in tax, real estate
               and  zoning  laws and  regulations,  and the  impact  of  natural
               disasters;

          o    risks  associated  with  downturns in the local  economies in the
               markets in which we operate;

          o    the impact of competition from new and existing  self-storage and
               commercial facilities and other storage alternatives;

          o    the impact of the  regulatory  environment  as well as  national,
               state, and local laws and regulations;

          o    disruptions or shutdowns of our automated  processes and systems;
               and

          o    economic uncertainty due to the impact of war or terrorism.

     The  risks  included  here are not  exhaustive  as it is not  possible  for
management  to predict all  possible  risk factors that may exist or emerge from
time to time.  Investors should refer to our quarterly  reports on Form 10-Q for
future periods and current reports on Form 8-K and other  information filed from
time to time with the SEC Commission for additional information.

OVERVIEW
--------

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

     PS is the largest  owner and  operator of  self-storage  facilities  in the
United States  ("U.S").  All of the PS facilities in the U.S. are operated under
the "Public  Storage"  brand name,  which we believe is the most  recognized and
established name in the self-storage industry.  Market concentration establishes

                                       13
<PAGE>

PS as one of the  dominant  providers of  self-storage  space in most markets in
which PS  operates  and enables PS to use a variety of  promotional  activities,
such as television  advertising as well as targeted  discounting  and referrals,
which are generally not  economically  viable to most competitors of PS, as well
as more substantial, well-placed yellow page advertisements than can many of its
competitors.

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

CRITICAL ACCOUNTING POLICIES
----------------------------

     IMPAIRMENT OF REAL ESTATE

     Substantially  all of our assets  consist of real  estate.  On a  quarterly
basis, we evaluate our real estate for impairment. The evaluation of real estate
for impairment  requires  determining  whether  indicators of impairment  exist,
which is a subjective process.  When any indicators of impairment are found, the
evaluation then entails  projections of future operating cash flows,  which also
involves significant judgment. We identified no such impairments at December 31,
2007.  However,  future events, or facts and circumstances that currently exist,
that we have not yet  identified,  could cause us to conclude in the future that
our real estate is impaired. Any resulting impairment loss could have a material
adverse impact on our financial condition and results of operations.

     ESTIMATED USEFUL LIVES OF LONG-LIVED ASSETS

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

     ACCRUALS FOR CONTINGENCIES

         We are exposed to business and legal liability risks with respect to
events that have occurred, but in accordance with U.S. generally accepted
accounting principles, we have not accrued for such potential liabilities
because the loss is either not probable or not estimable or because we are not
aware of the event. Future events and the result of pending litigation could
result in such potential losses becoming probable and estimable, which could
have a material, adverse impact on our financial condition or results of
operations. Some of these potential losses, which we are aware of, are described
in Notes 5 and 8 to the Partnership's financial statements.

     ACCRUALS FOR OPERATING EXPENSES

     We accrue for property tax expense and other operating  expenses based upon
estimates  and  historical  trends and current and  anticipated  local and state
government  rules  and  regulations.  If these  estimates  and  assumptions  are
incorrect,  our expenses  could be misstated.  Cost of  operations,  general and
administrative   expense,  as  well  as  television,   yellow  page,  and  other
advertising expenditures are expensed as incurred.

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

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

     The Partnership's net income in 2007 was $5,314,000  compared to $5,042,000
in 2006, representing an increase of $272,000 or 5.4%. The increase is primarily
attributable to improved property  operations at the Partnership's  self-storage
facilities and reductions in administrative and depreciation expenses.

     During 2007,  property net  operating  income  (rental  income less cost of
operations,  management  fees paid to an  affiliate  and  depreciation  expense)
increased $195,000 or 3.9% from $5,022,000 in 2006 to $5,217,000 in 2007.

     Rental  income was  $7,341,000  in 2007  compared  to  $7,220,000  in 2006,
representing  an increase of $121,000,  or 1.7%. The increase is attributable to

                                       14
<PAGE>

an increase  in  realized  rent per  occupied  square foot at the  Partnership's
self-storage  facilities.  The average annual  realized rent per square foot was
$15.79 during 2007 compared to $15.53 during 2006.  Weighted  average  occupancy
levels were 90% during 2007 and 2006.

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

     Depreciation expense was $130,000 in 2007 compared to $165,000 in 2006. The
decrease  in  depreciation   expense  is  primarily   related  to  past  capital
improvements  on the buildings  for the  Partnership's  self-storage  facilities
becoming fully depreciated.  Administrative  expense was $86,000 and $131,000 in
2007 and 2006, respectively,  representing a decrease of $45,000, or 34.4%. This
decrease is primarily  attributable  to a cost of $32,000 for  termination  of a
contract  incurred in 2006,  with the remaining  decrease due to lower allocated
expenses in 2007 compared to 2006.

     YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005:

     The Partnership's net income in 2006 was $5,042,000  compared to $4,888,000
in 2005, representing an increase of $154,000 or 3.2%. The increase is primarily
attributable to improved property  operations at the Partnership's  self-storage
facilities.

     During 2006,  property net  operating  income  (rental  income less cost of
operations,  management  fees paid to an  affiliate  and  depreciation  expense)
increased $160,000 or 3.3% from $4,862,000 in 2005 to $5,022,000 in 2006.

     Rental  income was  $7,220,000  in 2006  compared  to  $6,879,000  in 2005,
representing  an increase of $341,000,  or 5.0%. The increase is attributable to
an increase  in  realized  rent per  occupied  square foot at the  Partnership's
self-storage facilities.  Weighted average occupancy levels were 90% during 2006
compared to 91% during 2005.  The average  annual  realized rent per square foot
was $15.53 during 2006 compared to $14.69 during 2005.

     Cost of operations  (including  management  fees paid to an affiliate)  was
$2,033,000  and  $1,836,000  in 2006 and  2005,  respectively,  representing  an
increase of  $197,000,  or 10.7%.  This  increase is primarily  attributable  to
increases in advertising, repairs and maintenance, payroll and management fees.

     Depreciation  expense was  $165,000  for the year ended  December  31, 2006
compared  to  $181,000  for  the  same  period  in  2005.  Depreciation  expense
comparisons  for 2006,  and in future  periods,  will  fluctuate  based upon the
timing  and  amount of new  capital  expenditures  and the  extent to which past
capital  expenditures  become  fully  depreciated.  Administrative  expense  was
$131,000 and $97,000 in 2006 and 2005, respectively, representing an increase of
$34,000,  or 35%. This increase is primarily  attributable  to a cost of $32,000
for termination of a contract incurred in 2006.

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

     Cash  generated  from  operations of $5,492,000 for the year ended December
31, 2007 has been sufficient to meet all current obligations of the Partnership.
Capital  improvements  totaled $113,000 in 2007 compared to $143,000 in 2006 and
$48,000 in 2005. Capital improvements are budgeted at $209,000 for 2008.

     The Partnership does not anticipate issuing senior securities, making loans
to other  persons,  investing in the securities of other issuers for the purpose
of exercising control, underwriting the securities of other issuers, engaging in
the  purchase  and sale of  investments,  offering  securities  in exchange  for
property, or repurchasing or otherwise  reacquiring its outstanding  securities.
The  Partnership  may  consider  borrowing  money  with the  intent of using the
proceeds for distribution to partners.

     DISTRIBUTIONS

     The  Partnership  Agreement  requires that cash available for  distribution
(cash flow from all sources less cash  necessary for any  obligations or capital
improvement  needs) be distributed at least quarterly.  We paid distributions to
the limited and general  partners  totaling  $4,680,000  ($234.00  per unit) and
$1,623,000,  respectively, for the year ended December 31, 2007. During 2007, we
have  paid  more  in  distributions  than  what  was  generated  from  operating
activities  less  capital  expenditures.  This was done to  reduce  excess  cash
reserves.  Future  distribution  rates  will be  adjusted  to  levels  which are

                                       15
<PAGE>

supported  by  operating  cash flow  after  capital  improvements  and any other
necessary  obligations.  As a result, we expect distributions in 2008 to be less
than the amounts paid during 2007.

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

     As of December 31, 2007, the Partnership had no outstanding debt.

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

     The  Partnership's  financial  statements  are included  elsewhere  herein.
Reference is made to the Index to Financial  Statements and Financial  Statement
Schedules in Item 15(a).

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

     Not applicable.

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

     CONCLUSION   REGARDING  THE   EFFECTIVENESS  OF  DISCLOSURE   CONTROLS  AND
     PROCEDURES

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

     As of December 31, 2007,  Public Storage  carried out an evaluation,  under
the  supervision and with the  participation  of the  Partnership's  management,
including Public Storage's Chief Executive Officer and Chief Financial  Officer,
of the effectiveness of the design and operation of the Partnership's disclosure
controls  and  procedures  (as  such  term is  defined  in Rules  13a-15(e)  and
15d-15(e) of the Exchange Act. Based on that evaluation,  Public Storage's Chief
Executive  Officer and Chief Financial  Officer concluded that the Partnership's
disclosure controls and procedures were effective as of December 31, 2007.

     MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

     Our management is responsible for  establishing  and  maintaining  adequate
internal  control  over  financial  reporting,  as such term is defined in Rules
13a-15(f) and 15d-15(f) of the Exchange Act. Under the  supervision and with the
participation  of our  management,  including  Public  Storage's Chief Executive
Officer  and  Chief  Financial  Officer,  we  conducted  an  evaluation  of  the
effectiveness  of our internal  control over  financial  reporting  based on the
framework in Internal  Control-Integrated  Framework  issued by the Committee on
Sponsoring  Organizations  of the Treadway  Commission.  Based on our evaluation
under the framework in Internal  Control-Integrated  Framework,  our  management
concluded that our internal control over financial reporting was effective as of
December 31, 2007.

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

                                       16
<PAGE>

     CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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


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

     Not applicable.

                                       17

<PAGE>

                                    PART III

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

     The Partnership has no directors or executive officers.

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

     Pursuant to the Partnership's  Amended Certificate and Agreement of Limited
Partnership (the  "Partnership  Agreement"),  a copy of which is included in the
Partnership's  prospectus included in the Partnership's  Registration Statement,
each of the  General  Partners  continues  to serve  until (i) death,  insanity,
insolvency,  bankruptcy or dissolution,  (ii) withdrawal with the consent of the
other  general  partner and a majority  vote of the limited  partners,  or (iii)
removal by a majority vote of the limited partners.

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

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


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

     RONALD L. HAVNER, JR., age 50, has been the Vice-Chairman,  Chief Executive
Officer and a director of Public Storage since November 2002 and President since
July 1, 2005.  Mr.  Havner has been  Chairman  of the  Company's  affiliate,  PS
Business Parks, Inc. (PSB),  since March 1998 and was Chief Executive Officer of
PSB from March 1998 until August 2003. Mr. Havner joined Public Storage in 1986.
He is also a member of the Board of Governors and the Executive Committee of the
National  Association  of Real Estate  Investment  Trusts,  Inc.  (NAREIT) and a
director of GF Acquisition Corp. and Union BanCal Corporation.

     JOHN REYES,  age 47, a certified public  accountant,  joined the Company in
1990 and was  Controller  of the Company from 1992 until  December  1996 when he
became Chief  Financial  Officer.  He became a Vice  President of the Company in
November 1995 and a Senior Vice President of the Company in December 1996.  From
1983 to 1990, Mr. Reyes was employed by Ernst & Young.

     JOHN S.  BAUMANN,  age 47,  became  Senior Vice  President  and Chief Legal
Officer of the Company in June 2003.  From 1998 to 2002,  Mr. Baumann was Senior
Vice  President  and General  Counsel of Syncor  International  Corporation,  an
international  high technology health care services company.  From 1995 to 1998,
he was Associate General Counsel of KPMG LLP, an international  accounting,  tax
and consulting firm.

                                       18
<PAGE>

     JOHN  E.  GRAUL,  age 56,  became  Senior  Vice  President  and  President,
Self-Storage  Operations,  in February 2004, with overall responsibility for the
Company's national  operations.  From 1982 until joining the Company,  Mr. Graul
was employed by  McDonald's  Corporation  where he served in various  management
positions,  most recently as Vice President and General Manager - Pacific Sierra
Region.

     DAVID F. DOLL,  age 49, became Senior Vice  President and  President,  Real
Estate Group,  in February 2005, with  responsibility  for Company's real estate
activities,  including property acquisitions,  developments, and repackagings as
well as facilities maintenance.  Before joining the Company, Mr. Doll was Senior
Executive  Vice  President of  Development  for Westfield  Corporation,  a major
international  owner and operator of shopping malls, where he was employed since
1995.

     CANDACE N. KROL, age 46, became Senior Vice President of Human Resources in
September  2005.  From 1985 until joining the Company,  Ms. Krol was employed by
Parsons  Corporation,  a global  engineering and  construction  firm,  where she
served in various management positions, most recently as Vice President of Human
Resources for the Infrastructure and Technology global business unit.

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

     B.  WAYNE  HUGHES,  age 74,  has been a member of the Board of PS since its
organization  in 1980. Mr. Hughes was President and Co-Chief  Executive  Officer
from 1980  until  November  1991 when he became  Chairman  of the Board and sole
Chief  Executive  Officer.  Mr.  Hughes  retired as Chief  Executive  Officer in
November  2002 and remains  Chairman  of the Board.  Mr.  Hughes is  currently a
private  investor  and operates a horse farm in  Kentucky.  Mr.  Hughes has been
active in the real estate  investment  field for over 30 years. He is the father
of B. Wayne Hughes, Jr., a member of the PS' Board.

     DANN V. ANGELOFF, age 72, Chairman of the  Nominating/Corporate  Governance
Committee and a member of the Compensation Committee,  has been a trustee of the
Board of PS since its  organization  in 1980. Mr. Angeloff has been President of
the Angeloff  Company,  a corporate  financial  advisory  firm,  since 1976. Mr.
Angeloff  is  currently  the general  partner  and owner of a 20%  interest in a
limited  partnership that in 1974 purchased a self-storage  facility operated by
the Company. He is a director of Bjurman, Barry Fund, Inc., Electronic Recyclers
International, Nicholas/Applegate Fund, Retirement Capital Group and SoftBrands,
Inc.

     WILLIAM C. BAKER, age 74, a member of the  Nominating/Corporate  Governance
Committee,  joined the PS' Board in November  1991.  Mr.  Baker was Chairman and
Chief  Executive  Officer of Callaway Golf Company from August 2004 until August
2005.  From August 1998 through  April 2000,  he was  President and Treasurer of
Meditrust  Operating Company, a real estate investment trust. From April 1996 to
December 1998, Mr. Baker was Chief Executive  Officer of Santa Anita  Companies,
which then operated the Santa Anita Racetrack. From April 1993 through May 1995,
he was President of Red Robin International, Inc., an operator and franchisor of
casual dining  restaurants  in the United  States and Canada.  From January 1992
through  December  1995, Mr. Baker was Chairman and Chief  Executive  Officer of
Carolina Restaurant Enterprises,  Inc., a franchisee of Red Robin International,
Inc.  From  1991  to  1999,  he was  Chairman  of the  Board  of  Coast  Newport
Properties,  a real estate brokerage company. From 1976 to 1988, Mr. Baker was a
principal  shareholder  and  Chairman and Chief  Executive  Officer of Del Taco,
Inc., an operator and franchisor of fast food restaurants in California. He is a
director of California  Pizza Kitchen and Javo Beverage  Company,  a supplier of
coffee, tea and other beverage mixes.

     JOHN T. EVANS,  age 69,  Chairman of the Audit  Committee and member of the
Nominating/Corporate  Governance Committee,  became a trustee of the Board of PS
in August 2003. Mr. Evans has been a partner in the law firm of Osler,  Hoskin &
Harcourt LLP, Toronto, Canada from April 1993 to the present and in the law firm
of Blake, Cassels & Graydon LLP, Toronto,  Canada from April 1966 to April 1993.
Mr.  Evans  specializes  in business law  matters,  securities,  restructurings,
mergers and  acquisitions and advising on corporate  governance.  Mr. Evans is a
director of Cara Operations Inc., Kubota Metal Corporation, and Vice-Chairman of
Toronto East General  Hospital.  Until August 2003,  Mr. Evans was a director of
Canadian  Mini-Warehouse  Properties  Ltd., a Canadian  corporation  owned by B.
Wayne Hughes and members of his family.

     URI P. HARKHAM,  age 59, a member of the Compensation  Committee,  became a
trustee of the Board of PS in March 1993. Mr. Harkham has been the President and
Chief Executive Officer of Harkham  Industries,  which specializes in designing,
manufacturing  and marketing  women's  clothing under its four labels,  Harkham,
Hype,  Jonathan Martin and Johnny Martin,  since its organization in 1976. Since
1978,  Mr.  Harkham  has been the Chief  Executive  Officer  of  Harkham  Family
Enterprises, a real estate firm specializing in buying and rebuilding retail and
mixed use real estate throughout Southern California.

                                       19
<PAGE>

     B.  WAYNE  HUGHES,  JR.,  age 48,  became a  trustee  of the Board of PS in
January 1998. He was employed by PS from 1989 to 2002, serving as Vice President
- Acquisitions  of the Company from 1992 to 2002.  Mr. Hughes,  Jr. is currently
Vice  President  of  American  Commercial  Equities,  LLC  and  its  affiliates,
companies  engaged in the acquisition and operation of commercial  properties in
California. He is the son of B. Wayne Hughes.

     HARVEY  LENKIN,  age 71,  became a trustee of the Board of PS in 1991.  Mr.
Lenkin retired as President and Chief Operating Officer of PS in 2005, and was a
consultant  for PS until July 1, 2006.  Mr.  Lenkin  was  employed  by PS or its
predecessor for 27 years.  He has been a director of PS' affiliate,  PS Business
Parks,  Inc., since March 1998 and was President of PS Business Parks, Inc. from
1990 until March 1998. He is also a director of Paladin Realty Income Properties
I, Inc. and a director of Huntington Memorial Hospital, Pasadena, California and
a former member of the Executive Committee of the Board of Governors of NAREIT.

     GARY  E.  PRUITT,  age 57,  a  member  of the  Audit  Committee  and of the
Compensation  Committee,  became a trustee of the Board of PS in August  2006 in
connection with the merger of Shurgard  Storage  Centers,  Inc. with the PS. Mr.
Pruitt was  previously  a director of  Shurgard.  He is the  Chairman  and Chief
Executive  Officer of Univar  N.V.,  a chemical  distribution  company  based in
Bellevue,  Washington with distribution centers in the United States, Canada and
Europe. Mr. Pruitt joined Univar in 1978 and held a variety of senior management
positions until his appointment as Chairman and Chief Executive Officer in 2002.

     DANIEL C. STATON,  age 55,  Chairman of the  Compensation  Committee  and a
member of the Audit Committee, became a trustee of the Board of PS in March 1999
in  connection  with the merger of Storage  Trust Realty with the  Company.  Mr.
Staton was  Chairman  of the Board of  Trustees  of Storage  Trust  Realty  from
February  1998  until  March 1999 and a Trustee of  Storage  Trust  Realty  from
November 1994 until March 1999. He is Chairman of Staton Capital,  an investment
and venture capital company and the Co-Chief Executive Officer of PMGI (formerly
Media General, Inc.), a print and electronic media company and CEO of Enterprise
Acquisition  Corp.,  an AMEX  listed  company  (EST).  Mr.  Staton was the Chief
Operating Officer and Executive Vice President of Duke Realty Investments,  Inc.
from 1993 to 1997 and a director  of Duke  Realty  Investments,  Inc.  from 1993
until August 1999.

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

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

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

     The financial  records of the  Partnership  are  maintained and prepared by
employees  of PS. The Board of  Trustees  of PS has adopted a code of ethics for
its senior  financial  officers.  The Code of Ethics  applies  to those  persons
serving as PS' principal  executive  officer,  principal  financial  officer and
principal  accounting  officer.  A copy of the Code of  Ethics is  available  by
written  request from the  Secretary  of PS at 701 Western  Ave.,  Glendale,  CA
91201-2349.

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.

                                       20
<PAGE>

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

     (a) At March 25, 2008, the following beneficially owned more than 5% of the
         Units:

<TABLE>
<CAPTION>

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

             Units of Limited           H-G Family Corporation, Tamara Hughes        6,301 Units (2)          31.5%
             Partnership Interest       Gustavson, PS Orangeco Partnerships, Inc.
                                        701 Western Ave.
                                        Glendale, California 91201
</TABLE>

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

          2)   Includes  (i) 6,025  Units  owned by H-G  Family  Corporation,  a
               corporation of which Hughes' children are shareholders; PS has an
               option  to  acquire  25 of these  Units,  (ii) 80 Units  owned by
               Tamara Hughes  Gustavson as to which Tamara Hughes  Gustavson has
               sole voting and  dispositive  power;  PS has an option to acquire
               these  80  Units,  and  (iii)  196  Units  owned  by PS  Orangeco
               Partnerships,  Inc., a corporation in which Hughes and members of
               his family own approximately 48% of the voting stock, PS owns 46%
               and  members  of PS's  management  and  related  individuals  own
               approximately 6%.

     (b) The Partnership has no officers and directors.

     The General  Partners (or their  predecessor-in-interest)  have contributed
$101,010 to the capital of the  Partnership  and as a result  participate in the
distributions  to the  limited  partners  and in the  Partnership's  profits and
losses in the same proportion that the General  Partners'  capital  contribution
bears to the total capital contribution  (approximately  $80,808 was contributed
by PS  and  $20,202  was  contributed  by  Mr.  Hughes).  In  1995,  Mr.  Hughes
contributed  his ownership and rights to  distributions  from the Partnership to
BWH Marina  Corporation II, a corporation  wholly-owned by Mr. Hughes.  In 2002,
BWH Marina Corporation II sold its interest to H-G Family Corporation.  As such,
Mr.  Hughes  continues  to act as a  general  partner  but  receives  no  direct
compensation or other consideration from the Partnership.  Information regarding
ownership of Units by PS and Hughes,  the General  Partners,  is set forth under
section (a) above. The trustees and executive officers of PS (including Hughes),
as a  group  (17  persons),  beneficially  own  an  aggregate  of  6,239  Units,
representing  31.2% of the Units  (including the 6,025 Units owned by H-G Family
Corporation and the 196 Units owned by PS Orangeco Partnerships, Inc.).

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

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND TRUSTEE INDEPENDENCE
-------- --------------------------------------------------------------------

     The  Partnership  Agreement  provides  that the  General  Partners  will be
entitled  to  cash  incentive  distributions  in an  amount  equal  to (i) 8% of
distributions  of cash  flow from  operations  until  the  distributions  to all
partners from all sources equal their capital contributions;  thereafter, 25% of
distributions of cash flow from operations,  and (ii) 25% of distributions  from
net proceeds from sale and financing of the Partnership's  properties  remaining
after  distribution  to all  partners of any portion  thereof  required to cause
distributions to partners from all sources to equal their capital contributions.
During  1985,  the partners  received  cumulative  distributions  equal to their
capital  contributions.  Mr. Hughes has assigned his ownership and  distribution
rights in the Partnership to BWH Marina Corporation II ("BWH Marinas"),  and BWH
Marinas sold its  interests to H-G Family  Corporation  in 2002.  In addition to

                                       21
<PAGE>

their distribution rights with respect to their general partner's interests,  PS
and  H-G  Family   Corporation  own  6,169  and  6,025  Limited  Partner  Units,
respectively.  During 2007, PS and H-G Family Corporation received approximately
$1,298,000 and $325,000, respectively, in distributions related to their general
partner's  ownership  interests.  As described  above, the General Partners also
hold  Limited  Partnership  Units.  Through  these  holdings,  PS and the Hughes
Family,  respectively,  received $1,444,000 and $1,410,000 of cash distributions
during 2007.

     The    Partnership    has   a    Management    Agreement    with   PS   (as
successor-in-interest  to PSMI). Under the Management Agreement, the Partnership
pays  PS a fee of 6% of the  gross  revenues  of the  mini-warehouse  properties
operated  for the  Partnership.  For as long as the  Management  Agreement is in
effect,  PS has granted the  Partnership a  non-exclusive  license to use two PS
service  marks and related  designs,  including  the "Public  Storage"  name, in
conjunction  with rental and  operation of  facilities  managed  pursuant to the
Management  Agreement.   Upon  termination  of  the  Management  Agreement,  the
Partnership  would no longer have the right to use the service marks and related
designs.  The  General  Partners  believe  that the loss of the right to use the
service marks and related  designs could have a material  adverse  effect on the
Partnership's  business.  The  Management  Agreement  with PS provides  that the
Management Agreement may be terminated without cause upon 60 days written notice
by the  Partnership or six months notice by PS. During 2007,  2006 and 2005, the
Partnership paid fees of $440,000,  $433,000 and $413,000,  respectively,  to PS
pursuant to the Management Agreement.

     In addition,  the Partnership  combines its insurance purchasing power with
PS  through  captive  insurance  entities  controlled  by PS (see  Note 5 to the
Partnership's  financial  statements).  These captive  entities  provide limited
property and liability insurance to the Partnership at commercially  competitive
rates. The Partnership and PS also utilize  unaffiliated  insurance  carriers to
provide  property and  liability  insurance  in excess of the captive  entities'
limitations.  Premiums paid to the captive entities for the years ended December
31, 2007, 2006 and 2005 were $49,000, $54,000 and $46,000, respectively.

     The  Partnership's  facilities,  along with facilities  owned by PS and its
affiliates, are managed and marketed jointly by PS in order to take advantage of
scale and other  efficiencies.  As a result,  significant  components of cost of
operations,  such as payroll costs,  advertising and promotion,  data processing
and  insurance  expenses are shared and  allocated  among the  properties  using
methodologies  meant to  fairly  allocate  such  costs  based  upon the  related
activities. The total of such expenses,  substantially all of which are included
in cost of operations  on the  Partnership's  statements of income,  amounted to
$765,000, $867,000 and $703,000 for the years ended December 31, 2007, 2006, and
2005, respectively.

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

                                       22
<PAGE>

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

     Fees billed to the  Partnership  by Ernst & Young LLP for 2007 and 2006, as
are follows:

     Audit Fees: Audit fees billed (or expected to be billed) to the Partnership
by  Ernst  & Young  LLP for the  audit  of the  Partnership's  annual  financial
statements  and reviews of the quarterly  financial  statements  included in the
Partnership's  quarterly  reports  on Form  10-Q  totaled  $19,000  for 2007 and
$18,000 for 2006.

     Tax Fees: Tax fees billed (or expected to be billed) to the  Partnership by
Ernst & Young LLP for tax  services  (primarily  federal  and state  income  tax
preparation) totaled $13,000 for 2007 and $10,000 for 2006.

     Audit-Related  Fees and Other Fees:  During 2007 and 2006 Ernst & Young LLP
did not bill the Partnership for  audit-related  services or any other services,
except audit services and tax services denoted above.

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

                                       23
<PAGE>

                                     PART IV

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

(a)  List of documents filed as part of this Report.

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

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

     3. Exhibits: See Exhibit Index contained below.

(b)  Exhibits: See Exhibit Index contained below.

(c)  Not applicable.

                                       24
<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.

                                  EXHIBIT INDEX

                           (Items 15(a)(3) and 15(b))


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

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

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

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

31.1      Certification  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002 signed and dated by Ronald L. Havner, Jr. Filed herewith.

31.2      Certification  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002 signed and dated by John Reyes. Filed herewith.

32        Certification  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
          2002. Furnished herewith.

                                       25
<PAGE>


                                   SIGNATURES

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

                            PUBLIC STORAGE PROPERTIES, LTD.
                            A California Limited Partnership
Dated:  March 26, 2008      By:   Public Storage, General Partner
                                  By:   /s/ Ronald L. Havner, Jr.
                                        -------------------------
                                        Ronald L. Havner, Jr., Vice Chairman of
                                        the Board, Chief Executive Officer and
                                        President of Public Storage, Corporate
                                        General Partner

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

     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.

                                       26
<PAGE>

<TABLE>
<CAPTION>

                  Signature                                             Capacity                                     Date
                  ---------                                             --------                                     ----

<S>                                                    <C>                                                         <C>
                                                       Vice Chairman of the Board, Chief Executive
                                                       Officer and President of Public Storage, Corporate
/s/ Ronald L. Havner Jr.                               General Partner                                            March 26, 2008
---------------------------------------
Ronald L. Havner, Jr.

                                                       General Partner and Chairman of the Board of
/s/ B. Wayne Hughes                                    Public Storage                                             March 26, 2008
---------------------------------------
B. Wayne Hughes

                                                       Senior Vice President and Chief Financial Officer
                                                       of Public Storage (principal financial officer and
/s/ John Reyes                                         principal accounting officer)                              March 26, 2008
---------------------------------------
John Reyes

/s/ Harvey Lenkin                                      Trustee of Public Storage                                  March 26, 2008
---------------------------------------
Harvey Lenkin

/s/ B. Wayne Hughes, Jr.                               Trustee of Public Storage                                  March 26, 2008
---------------------------------------
B. Wayne Hughes, Jr.

/s/ Dann V. Angeloff                                   Trustee of Public Storage                                  March 26, 2008
---------------------------------------
Dann V. Angeloff

/s/ William Baker                                      Trustee of Public Storage                                  March 26, 2008
---------------------------------------
William C. Baker

/s/ John T. Evans                                      Trustee of Public Storage                                  March 26, 2008
---------------------------------------
John T. Evans

/s/ Uri P. Harkham                                     Trustee of Public Storage                                  March 26, 2008
---------------------------------------
Uri P. Harkham

/s/ Gary E. Pruitt                                     Trustee of Public Storage                                  March 26, 2008
---------------------------------------
Gary E. Pruitt

/s/ Daniel C. Staton                                   Trustee of Public Storage                                  March 26, 2008
---------------------------------------
Daniel C. Staton

</TABLE>

                                       27
<PAGE>



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

                                                                         Page
                                                                      References

Report of Independent Registered Public Accounting Firm                   F-1

Balance sheets as of December 31, 2007 and 2006                           F-2

For each of the three years ended December 31, 2007, 2006 and 2005:

Statements of income                                                      F-3

Statements of partners' equity                                            F-4

Statements of cash flows                                                  F-5

Notes to financial statements                                      F-6 - F-12

Schedule:

III - Real estate and accumulated depreciation                    F-13 - F-14


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

                                       28

<PAGE>



             Report of Independent Registered Public Accounting Firm




The Partners
Public Storage Properties, Ltd.


We have audited the  accompanying  balance sheets of Public Storage  Properties,
Ltd.  (the  "Partnership")  as of December  31,  2007 and 2006,  and the related
statements  of  income,  partners'  equity  and cash flows for each of the three
years in the period  ended  December  31,  2007.  Our audits also  included  the
schedule  listed in the index at item  15(a).  These  financial  statements  and
schedule  are  the   responsibility   of  the  Partnership's   management.   Our
responsibility  is to  express  an opinion  on these  financial  statements  and
schedule based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  We were not engaged to perform an
audit of the Partnership's internal control over financial reporting. Our audits
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting.  Accordingly we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Public Storage Properties, Ltd.
at December 31, 2007 and 2006,  and the results of its  operations  and its cash
flows for each of the three years in the period  ended  December  31,  2007,  in
conformity with U.S.  generally  accepted  accounting  principles.  Also, in our
opinion,  the related financial statement schedule,  when considered in relation
to the  basic  financial  statements  taken as a whole,  presents  fairly in all
material respects the information set forth therein.





                                               /s/ ERNST & YOUNG LLP




March 21, 2008
Los Angeles, California

                                      F-1

<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                                 BALANCE SHEETS
                           December 31, 2007 and 2006

<TABLE>
<CAPTION>

                                                            December 31,           December 31,
                                                       ---------------------  --------------------
                                                               2007                   2006

                                ASSETS


<S>                                                      <C>                    <C>
Cash and cash equivalents                                $     559,000          $   1,483,000
Rent and other receivables                                      53,000                 73,000

Real estate facilities, at cost:
     Buildings, land improvements and equipment              9,878,000              9,765,000
     Land                                                    2,476,000              2,476,000
                                                            ----------             ----------
                                                            12,354,000             12,241,000
     Less accumulated depreciation                          (9,299,000)            (9,169,000)
                                                            ----------             ----------
                                                             3,055,000              3,072,000

Other assets                                                    78,000                 92,000
                                                            ----------             ----------
Total assets                                             $   3,745,000          $   4,720,000
                                                         =============          =============


                   LIABILITIES AND PARTNERS' EQUITY

Accounts payable                                         $      88,000          $      98,000
Deferred revenue                                               183,000                159,000
                                                            ----------             ----------
      Total liabilities                                        271,000                257,000

Commitments and contingencies (Note 8)

Partners' equity:
    Limited partners' equity, $500 per unit, 20,000 units
       authorized, issued and outstanding                    2,579,000              3,314,000
    General partners' equity                                   895,000              1,149,000
                                                            ----------             ----------
     Total partners' equity                                  3,474,000              4,463,000
                                                            ----------             ----------
Total liabilities and partners' equity                   $   3,745,000          $   4,720,000
                                                         =============          =============

</TABLE>

                            See accompanying notes.
                                      F-2

<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                              STATEMENTS OF INCOME
              For the years ended December 31, 2007, 2006 and 2005

<TABLE>
<CAPTION>

                                                             2007                   2006                 2005
                                                             ----                   ----                 ----
REVENUES:
<S>                                                    <C>                   <C>                  <C>
Rental income                                          $    7,341,000        $     7,220,000      $     6,879,000
Other income                                                  183,000                151,000              123,000
                                                       --------------        ---------------      ---------------
                                                            7,524,000              7,371,000            7,002,000
                                                       --------------        ---------------      ---------------

COSTS AND EXPENSES:

Cost of operations                                          1,554,000              1,600,000            1,423,000
Management fees paid to affiliate                             440,000                433,000              413,000
Depreciation                                                  130,000                165,000              181,000
Administrative                                                 86,000                131,000               97,000
                                                       --------------        ---------------      ---------------
                                                            2,210,000              2,329,000            2,114,000
                                                       --------------        ---------------      ---------------
NET INCOME                                             $    5,314,000        $     5,042,000      $     4,888,000
                                                       ==============        ===============      ===============

Limited partners' share of net income                  $    3,701,000        $     3,751,000      $     3,619,000
General partners' share of net income                       1,613,000              1,291,000            1,269,000
                                                       --------------        ---------------      ---------------
                                                       $    5,314,000        $     5,042,000      $     4,888,000
                                                       ==============        ===============      ===============


Limited partners' share of net income per unit         $       185.05         $       187.55       $       180.95
(20,000 units outstanding)                             ==============        ===============      ===============
</TABLE>

                             See accompanying notes.
                                      F-3

<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                         STATEMENTS OF PARTNERS' EQUITY
              For the years ended December 31, 2007, 2006 and 2005



<TABLE>
<CAPTION>

                                                                                              Total Partners'
                                                   Limited Partners     General Partners           Equity
                                                   ----------------     ----------------      ----------------


<S>                                                  <C>                   <C>                  <C>
Balance at December 31, 2004                       $      3,321,000      $     1,151,000      $     4,472,000

Net income                                                3,619,000            1,269,000            4,888,000

Cash distributions                                       (3,660,000)          (1,269,000)          (4,929,000)

Equity transfer                                              10,000              (10,000)                   -
                                                   ----------------     ----------------      ----------------
Balance at December 31, 2005                              3,290,000            1,141,000            4,431,000

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

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

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

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

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

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

</TABLE>

                            See accompanying notes.
                                      F-4
<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                            STATEMENTS OF CASH FLOWS
              For the years ended December 31, 2007, 2006 and 2005

<TABLE>
<CAPTION>

                                                                           2007              2006               2005
Cash flows from operating activities:                                  -------------    -------------      ------------

<S>                                                                     <C>               <C>               <C>
     Net income                                                         $  5,314,000     $  5,042,000      $  4,888,000
     Adjustments to reconcile net income to net cash provided by
        operating activities:
         Depreciation                                                        130,000          165,000           181,000
         Decrease (increase) in rent and other receivables                    20,000           (4,000)          (34,000)
         Decrease (increase) in other assets                                  14,000          (21,000)           (3,000)
         (Decrease) increase in accounts payable                             (10,000)          10,000             6,000
         Increase (decrease) in deferred revenue                              24,000           (4,000)          (20,000)
                                                                        ------------      -----------      ------------
         Total adjustments                                                   178,000          146,000           130,000
                                                                        ------------      -----------      ------------
         Net cash provided by operating activities                         5,492,000        5,188,000         5,018,000
                                                                        ------------      -----------      ------------
Cash flows from investing activities:

     Additions to real estate facilities                                    (113,000)        (143,000)          (48,000)
                                                                        ------------      -----------      ------------
         Net cash used in investing activities                              (113,000)        (143,000)          (48,000)
                                                                        ------------      -----------      ------------
Cash flows from financing activities:

    Distributions paid to partners                                        (6,303,000)      (5,010,000)       (4,929,000)
                                                                        ------------      -----------     -------------
         Net cash used in financing activities                            (6,303,000)      (5,010,000)       (4,929,000)
                                                                        ------------      -----------     -------------
Net (decrease) increase in cash and cash equivalents                        (924,000)          35,000            41,000

Cash and cash equivalents at the beginning of the year                     1,483,000        1,448,000         1,407,000
                                                                        ------------     ------------      ------------
Cash and cash equivalents at the end of the year                        $    559,000     $  1,483,000      $  1,448,000
                                                                        ============     ============      ============
</TABLE>

                            See accompanying notes.
                                      F-5
<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2007



1.       DESCRIPTION OF PARTNERSHIP

               Public Storage Properties, Ltd. (the "Partnership") is a publicly
         held limited  partnership  formed under the California  Uniform Limited
         Partnership Act in November 1976. The Partnership raised $10,000,000 in
         gross proceeds by selling 20,000 units of limited partnership  interest
         ("Units") in an interstate  offering,  which  commenced in October 1977
         and completed in January 1978. The general  partners in the Partnership
         are Public Storage,  formerly Public Storage, Inc., ("PS") and B. Wayne
         Hughes ("Hughes").

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

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS

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

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

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

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

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

               Cost of operations,  general and administrative  expense, as well
         as television,  yellow page,  and other  advertising  expenditures  are
         expensed as incurred.

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

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

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

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

               For financial statement purposes,  the Partnership  considers all
         highly  liquid  financial   instruments  such  as  short-term  treasury
         securities  or  investment  grade  short-term   commercial  paper  with
         remaining maturities of three months or less at the date of acquisition
         to be cash equivalents.


                                      F-6
<PAGE>

                        PUBLIC STORAGE PROPERTIES, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2007



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

               Real estate  facilities  are recorded at cost.  Costs  associated
         with the  development,  construction,  renovation  and  improvement  of
         properties are capitalized.  Interest,  property taxes, and other costs
         associated with the development incurred during the construction period
         are  capitalized  as  building  cost.   Expenditures  for  repairs  and
         maintenance  are  charged  to  expense  as  incurred.  Depreciation  is
         computed using the straight-line method over the estimated useful lives
         of the buildings and improvements, which are generally between 5 and 25
         years.  At December 31, 2007,  all of the real estate  facilities  have
         been in service  longer than 25 years,  and  accordingly  the  original
         development  cost of such  buildings are fully  depreciated at December
         31, 2007.

               We evaluate our real estate for impairment on a quarterly  basis.
         We first evaluate these assets for indicators of impairment  such as a)
         a  significant  decrease  in the  market  price  of real  estate,  b) a
         significant adverse change in the extent or manner in which real estate
         is being used or in its physical  condition,  c) a significant  adverse
         change in legal  factors or the business  climate that could affect the
         value of the real estate, d) an accumulation of costs  significantly in
         excess of the amount  originally  projected for the  acquisition  of or
         construction of the real estate,  or e) a  current-period  operating or
         cash flow loss combined with a history of operating or cash flow losses
         or  a  projection  or  forecast  that  demonstrates  continuing  losses
         associated with the use of the real estate. When any such indicators of
         impairment are noted,  we compare the carrying value of the real estate
         to the future  estimated  undiscounted  cash flows  attributable to the
         real estate. If the real estate's  recoverable  amount is less than the
         related  carrying  value,  then an impairment  charge is booked for the
         excess  of  carrying  value  over the real  estate's  fair  value.  Our
         evaluations have identified no such impairments at December 31, 2007.

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

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

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

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

               Deferred revenue totaling $183,000 at December 31, 2007 ($159,000
         at December 31, 2006),  consists of prepaid rents, which are recognized
         when earned.

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

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

                                      F-7

<PAGE>

                        PUBLIC STORAGE PROPERTIES, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2007


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

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

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

               As of  March  21, 2008,  there  have  been no  recent  accounting
         pronouncements   and   guidance,   which   were   not   effective   for
         implementation  prior to December 31, 2007,  that would have a material
         impact upon  reporting  the  operations  or  financial  position of the
         Partnership.

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

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

3.       CASH DISTRIBUTIONS

               The  Partnership  Agreement  requires  that  cash  available  for
         distribution  (cash flow from all sources less cash  necessary  for any
         obligations or capital improvements) be distributed at least quarterly.
         During 2006, we paid  distributions to the limited and general partners
         totaling  $3,720,000  ($186.00 per unit) and $1,290,000,  respectively.
         During 2007, we paid  distributions to the limited and general partners
         totaling  $4,680,000  ($234.00 per unit) and $1,623,000,  respectively.
         Future distribution rates may be adjusted to levels which are supported
         by  operating  cash  flow  after  capital  improvements  and any  other
         obligations.

4.       PARTNERS' EQUITY

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

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

5.       RELATED PARTY TRANSACTIONS

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

               The  Partnership  has a Management  Agreement with PS pursuant to
         which PS operates the self-storage  facilities for a fee equal to 6% of
         the  facilities'  gross revenue (as defined).  For 2007, 2006 and 2005,
         the Partnership paid PS $440,000, $433,000 and $413,000,  respectively,
         under this management agreement.

                                      F-8
<PAGE>

                        PUBLIC STORAGE PROPERTIES, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2007



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

               The Partnership's  facilities,  along with facilities owned by PS
         and its affiliates,  are managed and marketed jointly by PS in order to
         take  advantage  of  scale  and  other   efficiencies.   As  a  result,
         significant  components of cost of  operations,  such as payroll costs,
         advertising and promotion,  data processing and insurance  expenses are
         shared and allocated among the properties using  methodologies meant to
         fairly allocate such costs based upon the related activities. The total
         of such  expenses,  substantially  all of which are included in cost of
         operations  on our  accompanying  statements  of  income,  amounted  to
         $765,000,  $867,000 and $703,000 for the years ended December 31, 2007,
         2006, and 2005, respectively.

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

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

               Hughes and members of his family (the "Hughes  Family") own 6,105
         Units.  Hughes owns 6,025 Units, as to which Hughes has sole voting and
         dispositive power, through a wholly-owned corporation and Tamara Hughes
         Gustavson,  an  adult  daughter  of  Hughes,  owns 80 Units as to which
         Tamara Hughes  Gustavson has sole voting and dispositive  power. PS has
         an option to  acquire  25 of the Units  held by Hughes and the 80 Units
         held by Tamara Hughes Gustavson.

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

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

               The Partnership  has a 0.9% ownership  interest in STOR-Re Mutual
         Insurance  Corporation  ("STOR-Re"),  which  was  formed  in 1994 as an
         association  captive  insurance  company,  and is controlled by PS. The
         Partnership  accounts for its investment in STOR-Re,  which is included
         in other assets, on the cost method,  and has received no distributions
         during the three years ended December 31, 2007.

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

                                      F-9

<PAGE>

                        PUBLIC STORAGE PROPERTIES, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2007



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

<TABLE>
<CAPTION>

                                                                           2007               2006
                                                                      --------------     --------------
                                                                             (Amount in thousands)
               For the year ended December 31,
<S>                                                                   <C>                 <C>
               Net investment income...........................       $        871        $        890
               Loss and loss adjustment expense................                855              (1,053)
               Other expenses..................................               (248)               (234)
                                                                      -------------       -------------
                  Net income (loss)............................       $      1,478        $       (397)
                                                                      =============       =============

               At December 31,
               Total assets (primarily cash and other
                  investments).................................       $     21,732        $     27,772
               Liabilities for losses and loss adjustment
                  expenses.....................................              6,917              11,470
               Other liabilities...............................                764               1,314
               Member's surplus................................             14,051              14,988
</TABLE>


               Premiums  paid  to the  Captive  Entities  for  the  years  ended
         December 31,  2007,  2006 and 2005 were  $49,000,  $54,000 and $46,000,
         respectively.

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

               PS owns a corporation  that reinsures  policies against losses to
         goods  stored  by  tenants  in  the   Partnership's   and  PS'  storage
         facilities.. This corporation receives the premiums and bears the risks
         associated with the  re-insurance.  The Partnership  receives an access
         fee from this corporation in return for providing tenant listings. This
         fee is based on the  number  of  spaces  the  Partnership  has to rent.
         Included in other income on our  accompanying  statements of income for
         these  fees are  $104,000,  $58,000  and  $58,000  for the years  ended
         December 31, 2007, 2006 and 2005, respectively.

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

6.       TAXES BASED ON INCOME

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

               Taxable net income  (unaudited)  was  $5,339,000,  $5,030,000 and
         $4,874,000  for the  years  ended  December  31,  2007,  2006 and 2005,
         respectively.  The difference between taxable net income and net income
         is primarily related to depreciation expense resulting from differences
         in depreciation and capitalization methodologies.

                                      F-10
<PAGE>

                        PUBLIC STORAGE PROPERTIES, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2007



7.       SUPPLEMENTARY QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>

                                                                      Three Months Ended
                                         ------------------------------------------------------------------------------
                                         March 31, 2007      June 30, 2007      September 30, 2007    December 31, 2007
                                         --------------      -------------      ------------------    -----------------

<S>                                      <C>                 <C>                  <C>                   <C>
Rental Income                            $    1,801,000      $    1,810,000       $     1,875,000       $     1,855,000
Cost of Operations (including
  management fees and depreciation)      $      533,000      $      539,000       $       518,000       $       534,000
Net Income                               $    1,280,000      $    1,280,000       $     1,375,000       $     1,379,000
Net Income Per Limited Partner Unit      $        49.00      $        35.70       $         50.10       $         50.25
Distributions                            $    1,158,000      $    2,236,000       $     1,454,000       $     1,455,000


                                                                      Three Months Ended
                                         ------------------------------------------------------------------------------
                                         March 31, 2006      June 30, 2006      September 30, 2006    December 31, 2006
                                         --------------      -------------      ------------------    -----------------
Rental Income                            $    1,758,000      $    1,808,000       $     1,835,000       $     1,819,000
Cost of Operations (including
  management fees and depreciation)      $      556,000      $      565,000       $       531,000       $       546,000
Net Income                               $    1,201,000      $    1,245,000       $     1,296,000       $     1,300,000
Net Income Per Limited Partner Unit      $        45.10      $        47.30       $         49.80       $         45.35
Distributions                            $    1,158,000      $    1,158,000       $     1,159,000       $     1,535,000

</TABLE>

8.       COMMITMENTS AND CONTINGENCIES

         Serrao v. Public  Storage,  Inc.  (filed April 2003) (Superior Court of
         -----------------------------------------------------------------------
         California - Orange County)
         ---------------------------

               The plaintiff in this case filed a suit against PS on behalf of a
         putative  class of  renters  who  rented  self-storage  units  from PS.
         Plaintiff alleges that PS misrepresented the size of its storage units,
         has brought claims under  California  statutory and common law relating
         to  consumer  protection,  fraud,  unfair  competition,  and  negligent
         misrepresentation,  and is seeking monetary damages,  restitution,  and
         declaratory  and  injunctive  relief.  On November 26, 2007,  the Court
         entered an order  dismissing  the matter in its  entirety  without  any
         liability to PS.

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

               The  plaintiff  sued  PS  on  behalf  of  a  purported  class  of
         California  non-exempt  employees based on various  California wage and
         hour laws and seeking  monetary damages and injunctive  relief.  In May
         2006,  a motion for class  certification  was filed  seeking to certify
         five subclasses. Plaintiff sought certification for alleged meal period
         violations,  rest period  violations,  failure to pay for travel  time,
         failure  to pay  for  mileage  reimbursement,  and for  wage  statement
         violations. In October 2006, the Court declined to certify three out of
         the five subclasses.  The Court did, however,  certify subclasses based
         on alleged meal period and wage statement violations.  Subsequently, PS
         filed a motion for  summary  judgment  seeking to dismiss the matter in
         its entirety.  On June 22, 2007, the Court granted PS' summary judgment
         motion as to the causes of action relating to the subclasses  certified
         and  dismissed  those  claims.  The only  surviving  claims  are  those
         relating to the named plaintiff only. The plaintiff has filed an appeal
         to the Court's June 22, 2007 summary judgment ruling.  An appeal to the
         Court's  June 22, 2007 order  granting PS' summary  judgment  motion is
         currently pending.


                                      F-11
<PAGE>

                        PUBLIC STORAGE PROPERTIES, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2007



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

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



                                      F-12
<PAGE>



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

                                                                   Gross Carrying Amount
                        Initial Cost                                at December 31, 2007
                    ----------------------                      -----------------------------------
                                 Buildings  Costs Subsequent to               Buildings
                                    &         Construction                       &                       Accumulated         Date
   Description        Land       Equipment   (Improvements)     Land          Equipment      Total       Depreciation     Completed
   -----------        ----       ---------   --------------     ----          ---------      -----       ------------     ---------

CALIFORNIA
<S>                   <C>         <C>           <C>            <C>            <C>            <C>              <C>             <C>
Pasadena              $327,000    $515,000      $314,000       $327,000       $829,000       $1,156,000       $787,000        08/78
Whittier - El Monte    166,000     763,000       392,000        134,000      1,187,000        1,321,000      1,162,000        07/78
Fremont                112,000     741,000       391,000        112,000      1,132,000        1,244,000      1,103,000        11/78
Milpitas               198,000     649,000       374,000        195,000      1,026,000        1,221,000        879,000        11/78
Wilmington             815,000   1,336,000       715,000        815,000      2,051,000        2,866,000      1,958,000        08/78
Sun Valley             329,000     611,000       352,000        329,000        963,000        1,292,000        933,000        10/78
Corona                 155,000     757,000       361,000        155,000      1,118,000        1,273,000      1,042,000        12/78
Norco                   95,000     456,000       233,000         95,000        689,000          784,000        615,000        12/78
North Hollywood        314,000     553,000       330,000        314,000        883,000        1,197,000        820,000        12/79
                       -------     -------       -------        -------        -------        ---------        -------        -- --

                    $2,511,000  $6,381,000    $3,462,000     $2,476,000     $9,878,000      $12,354,000     $9,299,000
                    ==========  ==========    ==========     ==========     ==========      ===========     ==========

</TABLE>

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

                                      F-13
<PAGE>



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


         Reconciliation of Real Estate Cost and Accumulated Depreciation


                                 COST RECONCILIATION

                                                     2007             2006
                                               -------------    -------------
Balance at the beginning of the year           $  12,241,000    $  12,098,000

Additions during the year: Improvements              113,000          143,000
                                               -------------    -------------
Balance at the close of the year               $  12,354,000    $  12,241,000
                                               =============    =============


                       ACCUMULATED DEPRECIATION RECONCILIATION

                                                       2007             2006
                                               -------------    -------------
Balance at the beginning of the year           $   9,169,000    $   9,004,000

Additions during the year: Depreciation              130,000          165,000
                                               -------------    -------------
Balance at the close of the year               $   9,299,000    $   9,169,000
                                               =============    =============

(a)  The aggregate depreciable cost prior to depreciation of real estate
     (excluding land) for Federal income tax purposes is $9,439,000 (unaudited).


                                      F-14

<PAGE>



                                   SIGNATURES

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




                                        DATED: March 26, 2008

                                        PUBLIC STORAGE PROPERTIES, LTD.

                                        BY:  Public Storage
                                             General Partner

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





                                      F-15
<PAGE>


EXHIBIT NO.                      EXHIBIT INDEX
-----------                      -------------


31.1      Rule  13a-14(a)/15d-14(a)  Certification  of Chief Executive  Officer.
          Filed herewith.

31.2      Rule  13a-14(a)/15d-14(a)  Certification  of Chief Financial  Officer.
          Filed herewith.

32        Section  1350  Certification  of Chief  Executive  Officer  and  Chief
          Financial Officer. Filed herewith.











                                      F-16

<PAGE>