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

                                    FORM 10-K

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

For the fiscal year ended December 31, 1996

                                       or

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

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

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

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

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

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

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

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

                                      NONE

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

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

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

                                    Yes X  No
                                        --   --

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

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE
<PAGE>

                                     PART I

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

General
-------

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

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

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

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

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

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

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

     At  December  31,  1996,  the  Partnership   owned  nine  properties.   The
Partnership purchased its last property in June 1978.

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

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

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

                                       2
<PAGE>
     Mini-warehouses  in which the Partnership has invested generally consist of
three to seven  buildings  containing an aggregate of between 350 to 750 storage
spaces, most of which have between 25 and 400 square feet and an interior height
of approximately 8 to 12 feet.

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

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

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

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

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

   * CAPITALIZE ON "PUBLIC  STORAGE'S" NAME RECOGNITION.  PSI, together with its
     predecessor,  has  more  than  20  years  of  operating  experience  in the
     mini-warehouse  business, and is the largest operator of mini-warehouses in
     the United States. PSI believes that its marketing and advertising programs
     improve its competitive position in the market. PSI's in-house Yellow Pages
     staff designs and places  advertisements  in approximately 700 directories.
     Commencing  in  early  1996,  PSI  began  to  experiment  with a  telephone
     reservation  system designed to provide added customer  service.  Customers
     calling either PSI's toll-free  telephone referral system,  (800) 44-STORE,
     or a mini-warehouse facility are directed to PSI's reservation system where
     a trained representative discusses  with the customer  space  requirements,
     price and  location  preferences  and also  informs  the  customer of other
     products  and  services  provided  by PSI.  As of December  31,  1996,  the
     telephone  reservation  system was supporting rental activity at all of the
     Partnership's   properties.   PSI's  toll-free  telephone  referral  system
     services  approximately  120,000 calls per month from  potential  customers
     inquiring as to the nearest Public Storage mini-warehouse.

   * MAINTAIN HIGH  OCCUPANCY  LEVELS AND INCREASE  REALIZED  RENTS.  Subject to
     market  conditions,  the  Partnership  generally  seeks to achieve  average
     occupancy  levels  in excess of 90% and to  eliminate  promotions  prior to
     increasing   rental  rates.   Average   occupancy  for  the   Partnership's
     mini-warehouses  has  increased  from 91% in 1995 to 92% in 1996.  Realized
     monthly  rents per  square  foot  increased  from $0.70 in 1995 to $0.72 in
     1996. The Partnership  has increased  rental rates in many markets where it
     has achieved high occupancy levels and eliminated or minimized promotions.

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

   * PROFESSIONAL  PROPERTY  OPERATION.  In  addition to the  approximately  150
     support  personnel  at the  Public  Storage  corporate  offices,  there are
     approximately 2,700 on-site personnel who manage the day-to-day  operations
     of the mini-warehouse in the Public Storage system. These on-site personnel
     are supervised by approximately 110 district managers, 15 regional managers
     and three divisional  managers (with an average of 13 years'  experience in
     the   mini-warehouse   industry)   who  report  to  the  president  of  the
     mini-warehouse  property  operator (who has 12 years of experience with the
     Public Storage organization).  PSI carefully selects and extensively trains
     the operational and support personnel and offers them a progressive  career
     path. See "Mini-warehouse Property Operator."
                                       3
<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                       4
<PAGE>
Other Business Activities
-------------------------

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

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

Employees
---------

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



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

     The following  table sets forth  information  as of December 31, 1996 about
properties owned by the Partnership:
<TABLE>
<CAPTION>

                                            Net               Number            Date of          Completion
    Location        Size of Parcel     Rentable Area         of Spaces          Purchase            Date
----------------    --------------   ----------------     ------------     -----------------
CALIFORNIA
----------
<S>                   <C>            <C>                        <C>         <C>                 <C> 
Corona                2.82 acres     52,000 sq. ft.             471         June 29, 1978       Dec. 1978

Fremont               3.00 acres     53,000 sq. ft.             481         Mar. 21, 1978       Nov. 1978

Milpitas              3.46 acres     54,000 sq. ft              436           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     38,000 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.          1,093         Apr. 18, 1978       Aug. 1978

Whittier -
  El Monte            4.06 acres     58,000 sq. ft.             537         Nov. 29, 1977       July 1978
</TABLE>

     The weighted  average  occupancy levels for the  mini-warehouse  facilities
were 92% and 91% in 1996 and 1995, respectively.

     Substantially  all of the  Partnership's  facilities were acquired prior to
the time  that it was  customary  to  conduct  environmental  investigations  in
connection  with property  acquisitions.  During the fourth quarter of 1995, the
Partnership  completed  environmental  assessments of its properties to evaluate

                                       5
<PAGE>

the environmental condition of, and potential environmental  liabilities of such
properties.  These  assessments  were performed by an independent  environmental
consulting firm. Based on the assessments,  the Partnership  expensed $22,000 in
1995 for known environmental remediation requirements.

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


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

     No material legal proceeding is pending against the Partnership.


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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 1996.

                                     PART II

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

     The Partnership has no common stock.

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

     Exclusive  of the  General  Partners'  interest in the  Partnership,  as of
December 31, 1996, there were approximately 963 record holders of Units.

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

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


                                       6
<PAGE>

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


        For the Year Ended
           December 31,                 1996               1995               1994             1993             1992
  -------------------------------      ----------        ----------         ----------      ----------       ----------
<S>                                  <C>               <C>                <C>             <C>              <C>       
  Revenues (3)                         $4,007,000        $4,235,000         $4,181,000      $3,672,000       $3,717,000

  Depreciation and
    amortization                          402,000           356,000            296,000         304,000          299,000

  Interest expense                      1,358,000         1,520,000          1,658,000       2,171,000        2,232,000

  Net income                            1,008,000         1,125,000          1,075,000         101,000           99,000

  Limited partners' share                 998,000         1,114,000          1,064,000         100,000           98,000

  General partners' share                  10,000            11,000             11,000           1,000            1,000

  Limited partners'
   per unit data (1):
  Net income                               49.90              55.70             53.20             5.00             4.90

  As of December 31,
  ---------------------
  Cash and cash equivalents               $69,000           $89,000           $162,000        $136,000         $617,000

  Total assets                         $5,503,000        $5,845,000         $6,418,000      $7,117,000       $7,906,000


  Notes payable (2)                   $15,217,000       $16,351,000        $17,995,000     $20,005,000      $20,850,000
  
</TABLE>
-------------------------------
 (1) Per unit  data is based  on the  weighted  average  number  of the  limited
     partnership units (20,000) outstanding during the period.
 (2) At  December  31,  1993,  notes  payable  included  $4,350,000  due  to  an
     affiliate, which was discharged in June, 1994.
 (3) Revenues for the year ended  December 31, 1995 and 1994,  include a gain on
     sale of  marketable  securities  of an  affiliate  of $361,000 and $479,000
     ($18.05 and $23.95 per Unit).


                                       7
<PAGE>

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

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

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995:

     The Partnership's net income in 1996 was $1,008,000  compared to $1,125,000
in 1995,  representing a decrease of $117,000. This decrease is primarily due to
a gain on sale of marketable  securities  recognized in 1995 partially offset by
an increase in property net  operating  income  and  a decrease in interest
expense.

     During 1996,  property net  operating  income  (rental  income less cost of
operations,  management  fees paid to an  affiliate  and  depreciation  expense)
increased  $84,000 from  $2,329,000 in 1995 to $2,413,000 in 1996. This increase
is primarily attributable to an increase in rental revenues at the Partnership's
mini-warehouse  facilities  partially  offset by increases in cost of operations
and depreciation expense.

     Rental  income was  $4,002,000  in 1996  compared  to  $3,848,000  in 1995,
representing  an  increase  of  $154,000,  or 4%. This  increase  was  primarily
attributable to increased occupancies and rental rates at the Partnership's real
estate facilities. Weighted average occupancy levels at the mini-warehouses were
92% and 91% in 1996 and 1995,  respectively.  The average monthly  realized rent
per square  foot at the  mini-warehouses  was $.72 in 1996  compared  to $.70 in
1995.

     Other income  decreased  from $26,000 in 1995 to $5,000 in 1996 as a result
of a  decrease  in  dividend  income  earned on  marketable  securities  sold in
November 1995 and lower invested cash balances in 1996 compared to 1995.

     Cost of operations  (including  management  fees paid to an affiliate)  was
$1,187,000  and  $1,163,000  in 1996 and  1995,  respectively,  representing  an
increase  of  $24,000,  or 2%.  This  increase  was  primarily  attributable  to
increases in payroll cost.

     In 1995, the  Partnership  prepaid eight months of 1996  management fees on
its  mini-warehouse  operations (based on the management fees for the comparable
period during the calendar year immediately preceding the prepayment) discounted
at the rate of 14% per year to compensate for early payment. The Partnership has
expensed  the prepaid  management  fees during  1996.  The amount is included in
management  fees paid to affiliate in the  statements of income.  As a result of
the prepayment,  the Partnership saved approximately $20,000 in management fees,
based on the  management  fees that  would have been  payable  on rental  income
generated during 1996 compared to the amount prepaid.

     Interest   expense  was   $1,358,000  and  $1,520,000  in  1996  and  1995,
respectively,  representing  a decrease of  $162,000,  or 11%.  The decrease was
primarily a result of a reduction  in the average  outstanding  debt  balance in
1996 compared to 1995.

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

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

     During 1995,  property net  operating  income  (rental  income less cost of
operations,  management  fees paid to an  affiliate  and  depreciation  expense)
increased  $93,000 from  $2,236,000 in 1994 to $2,329,000 in 1995. This increase
is primarily attributable to an increase in rental revenues at the Partnership's
mini-warehouse  facilities  partially  offset by increases in cost of operations
and depreciation expense.

     Rental  income was  $3,848,000  in 1995  compared  to  $3,611,000  in 1994,
representing  an  increase  of  $237,000,  or 7%. This  increase  was  primarily
attributable to increased occupancies and rental rates at the Partnership's real
estate facilities. Weighted average occupancy levels at the mini-warehouses were
91% and 87% in 1995 and 1994,  respectively.  The average monthly  realized rent
per square  foot at the  mini-warehouses  was $.70 in 1995  compared  to $.68 in
1994.

     In November 1995 the Partnership sold its 39,911 shares of PSI common stock
for $708,000 and realized a gain on the sale of $361,000.
                                       8
<PAGE>

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

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

     Substantially  all of the  Partnership's  facilities were acquired prior to
the time  that it was  customary  to  conduct  environmental  investigations  in
connection  with property  acquisitions.  During the fourth quarter of 1995, the
Partnership  completed  environmental  assessments of its properties to evaluate
the environmental condition of, and potential environmental  liabilities of such
properties.  These  assessments  were performed by an independent  environmental
consulting  firm.  Based on the assessments, the Partnership expensed $22,000 in
1995 for known environmental remediation requirements.  Although there can be no
assurance,  the Partnership is not aware of any  environmental  contamination of
any of its  property  sites  which  individually  or in the  aggregate  would be
material to the Partnership's  overall business,  financial condition or results
of operations.

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

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

     Cash  flow  from  operating  activities   ($1,472,000  in  1996)  has  been
sufficient to meet all current obligations of the Partnership.  During 1997, the
Partnership anticipates  approximately $289,000 of capital improvements compared
to $228,000 in 1996, $344,000 in 1995 and $150,000 in 1994.

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

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


                                       9
<PAGE>

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

     The distributions in the aggregate to limited and general partners for each
of the prior years were as follows:
                 1978                             427,000
                 1979                           1,025,000
                 1980                           1,098,000
                 1981                           1,427,000
                 1982                           1,592,000
                 1983                           1,785,000
                 1984                           2,076,000
                 1985                           2,477,000
                 1986                           2,828,000
                 1987                          21,751,000
                 1988                             421,000
                 1989                             521,000
                 1990                             404,000
                 1991                                   -
                 1992                                   -
                 1993                                   -
                 1994                                   -
                 1995                                   -
                 1996                                   -

     During  1987,  the  Partnership  financed  all  of  its  facilities  with a
$20,885,000  loan.  Proceeds of $20,202,000  were distributed to the partners in
September 1987 and are included in the 1987 distribution.  At December 31, 1996,
the outstanding balance of the mortgage note was $14,317,000.

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

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

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

     None.


                                       10
<PAGE>
                                  PART III

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

     The Partnership has no directors or executive officers.

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

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

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

     B. Wayne Hughes,  age 63, a general partner of the Partnership,  has been a
director of PSI since its  organization  in 1980 and was  President and Co-Chief
Executive  Officer from 1980 until November 1991 when he became  Chairman of the
Board and sole Chief Executive  Officer.  Mr. Hughes was an officer and director
of affiliates of PSMI and a director of PSMI until November 1995. Mr. Hughes has
been  Chairman  of the Board and Chief  Executive  Officer  since 1990 of Public
Storage Properties XI, Inc., Public Storage Properties XIV, Inc., Public Storage
Properties  XV, Inc.,  Public  Storage  Properties  XVI,  Inc.,  Public  Storage
Properties XVII, Inc.,  Public Storage  Properties  XVIII,  Inc., Public Storage
Properties XIX, Inc. and Public Storage Properties XX, Inc.  (collectively , the
"Public Storage  REITs"),  REITs that were organized by affiliates of PSMI. From
1989-90 until the respective  dates of merger,  he was Chairman of the Board and
Chief Executive  Officer of Public Storage  Properties VI, Inc.,  Public Storage
Properties  VII, Inc.,  Public Storage  Properties  VIII,  Inc.,  Public Storage
Properties  IX,  Inc.,  Public  Storage   Properties  X,  Inc.,  Public  Storage
Properties XII Inc., PS Business Parks,  Inc.,  Partners  Preferred Yield, Inc.,
Partners  Preferred  Yield II, Inc.,  Partners  Preferred  Yield III,  Inc., and
Storage  Properties,  Inc.  ("SPI")  (collectively,  the "Merged  Public Storage
REITs"),  affiliated REITs that were merged into PSI between  September 1994 and
December  1996. Mr. Hughes has been active in the real estate  investment  field
for over 25 years.

     Harvey Lenkin,  age 60, became  President and a director of PSI in November
1991.  Mr. Lenkin was an officer and director of PSMI and its  affiliates  until
November  1995. He has been President of the Public Storage REITs since 1990. He
was  President  of the  Merged  Public  Storage  REITs  from  1989-90  until the
respective  dates of merger and was also a director  of SPI from 1989 until June
1996.

     John Reyes, age 36, a certified public accountant,  joined PSMI in 1990 and
was  Controller  of PSI from 1992  until  December  1996  when he  became  Chief
Financial  Officer.  He became a Vice  President  of PSI in November  1995 and a
Senior Vice President of PSI in December 1996.  From 1983 to 1990, Mr. Reyes was
employed by Ernst & Young.

     Hugh W. Horne,  age 52, has been a Vice President of PSI since 1980 and was
Secretary of PSI from 1980 until  February 1992 and became Senior Vice President
of PSI in November  1995. He was an officer of PSMI from 1973 to November  1995.
Mr. Horne has been a Vice  President of the Public  Storage REITs since 1993. He
was a Vice  President  of SPI from 1989 until June 1996 and of the other  Merged
Public  Storage  REITs from 1993  until the  respective  dates of merger.  He is
responsible for managing all aspects of property acquisition for PSI.

                                       11

<PAGE>

     Obren B.  Gerich,  age 58, a  certified  public  accountant  and  certified
financial planner, has been a Vice President of PSI since 1980 and became Senior
Vice  President of PSI in November 1995. He was Chief  Financial  Officer of PSI
until  November  1991.  Mr.  Gerich was an officer of PSMI from 1975 to November
1995. He has been Vice President and Secretary of the Public Storage REITs since
1990 and was Chief  Financial  Officer until  November 1995. Mr. Gerich was Vice
President and  Secretary of the Merged  Public  Storage REITs from 1989-90 until
the respective dates of merger.

     Marvin M. Lotz, age 54, has had overall responsibility for Public Storage's
mini-warehouse  operations  since 1988. He became a Senior Vice President of PSI
in  November  1995.  Mr.  Lotz was an  officer of PSMI with  responsibility  for
property acquisitions from 1983 until 1988.

     David Goldberg,  age 47, joined PSMI's legal staff in June 1991,  rendering
services on behalf of the PSI and PSMI.  He became a Senior Vice  President  and
General  Counsel of PSI in November 1995 and Vice President and General  Counsel
of the Public Storage REITs in December 1995. From December 1982 until May 1991,
he was a partner  in the law firm of Sachs &  Phelps,  then  counsel  to PSI and
PSMI.

     A. Timothy Scott, age 45, became a Senior Vice President and Tax Counsel of
PSI and Vice  President and Tax Counsel of the Public  Storage REITs in November
1996.  From June 1991  until  joining  PSI,  Mr.  Scott  practiced  tax law as a
shareholder of the law firm of Heller, Ehrman, White & McAuliffe, counsel to PSI
and PSMI. Prior to June 1991, his professional  corporation was a partner in the
law firm of Sachs & Phelps, then counsel to PSI and PSMI.

     Sarah Hass, age 41, became  Secretary of PSI in February 1992. She became a
Vice President of PSI in November  1995.  She joined PSMI's legal  department in
June 1991,  rendering  services  on behalf of PSI and PSMI.  From 1987 until May
1991,  her  professional  corporation  was a partner  in the law firm of Sachs &
Phelps,  then counsel to PSI and PSMI,  and from April 1986 until June 1987, she
was associated  with that firm,  practicing in the area of securities  law. From
September 1979 until  September  1985, Ms. Hass was associated with the law firm
of Rifkind & Sterling, Incorporated.

     Robert J. Abernethy,  age 57, is President of American Standard Development
Company  and of  Self-Storage  Management  Company,  which  develop  and operate
mini-warehouses. Mr. Abernethy has been a director of PSI since its organization
in 1980.  He is a member of the board of directors of Johns  Hopkins  University
and of the Los  Angeles  County  Metropolitan  Transportation  Authority,  and a
former member of the board of directors of the  Metropolitan  Water  District of
Southern California.

     Dann V. Angeloff, age 61, is President of the Angeloff Company, a corporate
financial  advisory firm. The Angeloff Company has rendered,  and is expected to
continue to render,  financial  advisory and securities  brokerage  services for
PSI. Mr.  Angeloff is the general partner of a limited  partnership  that owns a
mini-warehouse  operated  by PSI and  which  secures  a note  owned by PSI.  Mr.
Angeloff  has been a director  of PSI since its  organization  in 1980.  He is a
director  of  Bonded  Motors  Inc.,  Compensation  Resource  Group,  Datametrics
Corporation,   Nicholas/Applegate   Growth   Equity   Fund,   Nicholas/Applegate
Investment  Trust,  Ready Pac  Produce,  Inc.,  Royce  Medical  Company and Seda
Specialty Packaging Corp. He was a director of SPI from 1989 until June 1996.

     William C. Baker,  age 63, became a director of PSI in November 1991. Since
April 1996,  Mr.  Baker has been  Chairman  of the Board of Santa  Anita  Realty
Enterprises,  Inc.,  a REIT that owns the Santa Anita  Racetrack  and other real
estate  assets.  In  August  1996,  he  became  Chairman  of the Board and Chief
Executive  Officer of Santa Anita  Operating  Company,  which operates the Santa
Anita Racetrack through its subsidiary the Los Angeles Turf Club,  Incorporated.
From  April  1993  through  May  1995,  Mr.  Baker  was  President  of Red Robin
International,  Inc., an operator and franchiser of casual dining restaurants in
the United States and Canada. Since January 1992, he has been Chairman and Chief
Executive Officer of Carolina Restaurant Enterprises,  Inc., a franchisee of Red
Robin International,  Inc. From 1976 to 1988, he was a principal shareholder and
Chairman  and  Chief  Executive  Officer  of Del Taco,  Inc.,  an  operator  and
franchiser of fast food  restaurants in  California.  Mr. Baker is a director of
Callaway Golf Company.

     Uri P. Harkham, age 48, became a director of PSI in March 1993. Mr. Harkham
has been the  President  and Chief  Executive  Officer  of the  Jonathan  Martin
Fashion  Group,  which  specializes  in designing,  manufacturing  and marketing
women's  clothing,  since its  organization in 1976. Since 1978, Mr. Harkham has
been the  Chairman  of the  Board of  Harkham  Properties,  a real  estate  firm
specializing  in buying and  managing  fashion  warehouses  in Los  Angeles  and
Australia.

     Pursuant  to  Articles  16  and  22 of the  Partnership's  Certificate  and
Agreement  of  Limited  Partnership,   a  copy  of  which  is  included  in  the

  
                                       12

<PAGE>

Partnership's  prospectus included in the Partnership's  Registration  Statement
File No.  2-57750,  each of the General  Partners  continues  to serve until (i)
retirement,  withdrawal,  adjudication of bankruptcy, insolvency or dissolution,
or (ii) removal by a majority vote of the limited partners.

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

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

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

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

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

    (a)  At February 28, 1997, the following persons beneficially owned more 
         than 5% of the Units:
<TABLE>
<CAPTION>

         Title                        Name and Address                                                   Percent
        of Class                    of Beneficial Owner                Beneficial Ownership             of Class
---------------------     -------------------------------              ---------------------           ------------
<S>                      <C>                                            <C>                              <C>  
Units of Limited          Public Storage, Inc.                           7,658 Units (1)                  38.3%
Partnership Interest      701 Western Ave.
                          Glendale, California 91201

Units of Limited          B. Wayne Hughes                                6,010 Units (2)                  30.0%
Partnership Interest      701 Western Ave.
                          Glendale, California 91201

</TABLE>

(1)  Includes  (i) 1,658  Units owned by PSI as to which PSI has sole voting and
     dispositive  power and (ii) 6,000  Units which PSI has an option to acquire
     (together with other  securities) BWH Marina  Corporation II (a corporation
     wholly-owned by Hughes) and as to which PSI has sole voting power (pursuant
     to an irrevocable proxy) and no dispositive power.

(2)  Includes  (i) 10 Units owned by BWH Marina  Corporation  II, a  corporation
     wholly-owned by Hughes,  as to which Hughes has sole voting and dispositive
     power and (ii) 6,000 Units owned by BWH Marina  Corporation  II as to which
     Hughes has sole dispositive power and no voting power; PSI has an option to
     acquire  these  Units and an  irrevocable  proxy to vote  these  Units (see
     footnote 1 above).

     (b) The Partnership has no officers and directors.

     The General  Partners (or their  predecessor-in-interest)  have contributed
$101,010 to the capital of the Partnership  and as a result  participates in the
distributions  to the  limited  partners  and in the  Partnership's  profits and
losses in the same proportion that the General  Partners'  capital  contribution
bears to the total  capital  contribution.  Information  regarding  ownership of
Units by PSI and Hughes,  the General  Partners,  is set forth under section (a)
above. Dann V. Angeloff, a director of PSI,  beneficially owns 41 Units (0.2% of
the Units). The directors and executive officers of PSI (including Hughes), as a
group (13 persons),  own an aggregate of 6,051 Units,  representing 30.3% of the
Units  (including  the  6,010  Units  beneficially  owned by Hughes as set forth
above).

     (c) The Partnership knows of no contractual arrangements,  the operation of
the terms of which may at a subsequent date result in a change in control of the
Partnership,  except for articles 16, 17 and 21.1 of the  Partnership's  Amended
Certificate and Agreement of Limited Partnership (the "Partnership  Agreement"),
a copy of which is  included  in the  Partnership's  prospectus  included in the
Partnership's  Registration  Statement File No. 2-57750. Those articles provide,
in substance,  that the limited partners shall have the right, by majority vote,
to remove a general partner and that a general partner may designate a successor
with the  consent of the other  general  partner  and a majority  of the limited
partners.
                                       13

<PAGE>

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

     The  Partnership  Agreement  provides  that the  General  Partners  will be
entitled  to  cash  incentive  distributions  in an  amount  equal  to (i) 8% of
distributions  of cash  flow from  operations  until  the  distributions  to all
partners from all sources equal their capital contributions;  thereafter, 25% of
distributions of cash flow from operations,  and (ii) 25% of distributions  from
net proceeds from sale and financing of the Partnership's  properties  remaining
after  distribution  to all  partners of any portion  thereof  required to cause
distributions to partners from all sources to equal their capital contributions.
During  1985,  the partners  received  cumulative  distributions  equal to their
capital contributions.  During 1996, there were no incentive  distributions paid
by the Partnership.

     The    Partnership    has   a   Management    Agreement    with   PSI   (as
successor-in-interest  to PSMI). Under the Management Agreement, the Partnership
pays PSI a fee of 6% of the  gross  revenues  of the  mini-warehouse  properties
operated for the Partnership.  During 1996, the Partnership paid fees of $82,000
to PSI pursuant to the Management Agreement.

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

                                     PART IV

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

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

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

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

         3. Exhibits: See Exhibit Index contained below.

      (b) Reports on Form 8-K:  No reports on Form 8-K were filed during the 
          last quarter of fiscal 1996.

      (c) Exhibits:  See Exhibit Index contained below.



                                       14
<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.

                                  EXHIBIT INDEX
                                  (Item 14(c))

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

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

 10.2     Loan documents  dated August 28, 1987 between the  Partnership and The
          Travelers Insurance Company.  Previously filed with the Securities and
          Exchange  Commission as an exhibit to the Partnership's  Annual Report
          on Form 10-K for the year ended  December  31,  1993 and  incorporated
          herein by reference.

 10.3     Modified  loan   documents   dated   September  1,  1993  between  the
          Partnership and The Travelers Insurance Company. Previously filed with
          the  Securities   and  Exchange   Commission  as  an  exhibit  to  the
          Partnership's  Annual Report on Form 10-K for the year ended  December
          31, 1993 and incorporated herein by reference.

 10.4     Loan documents  dated June 30, 1994 between the  Partnership and Wells
          Fargo  Bank.   Previously  filed  with  the  Securities  and  Exchange
          Commission  as an exhibit to the  Partnership's  Annual Report on Form
          10-K for the year ended December 31, 1994 and  incorporated  herein by
          reference.

 10.5     Loan  documents  dated  January 26, 1996 between the  Partnership  and
          Public Storage, Inc. 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, 1995 and  incorporated  herein by
          reference.

 10.6     Loan  documents  dated  January 27, 1997 between the  Partnership  and
          Public Storage, Inc. Filed herewith.

 27       Financial Data Schedule. Filed herewith.


                                       15
<PAGE>

                                   SIGNATURES

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


                                    PUBLIC STORAGE PROPERTIES,  LTD. 
                                    a California  Limited  Partnership  

Dated:  March 26, 1997               By:  Public Storage, Inc., General Partner


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


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



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

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

<S>                                  <C>                                                        <C> 
/s/ B. Wayne Hughes                  Chairman of the Board and                           March 26, 1997
--------------------------------     Chief Executive Officer of Public Storage, Inc.
B. Wayne Hughes                      (principal executive officer)
                                


/s/ Harvey Lenkin                     President and Director                             March 26, 1997
--------------------------------      of Public Storage, Inc.
Harvey Lenkin                        


/s/ John Reyes                        Senior Vice President and Chief Financial          March 26, 1997
--------------------------------      Officer of Public Storage, Inc.
John Reyes                           (principal financial officer and principal
                                      accounting officer)
                                   

/s/ Robert J. Abernethy               Director of Public Storage, Inc.                   March 26,  1997
--------------------------------
Robert J. Abernethy


Dann V. Angeloff                      Director of Public Storage, Inc.                   March 26,  1997
--------------------------------
Dann V. Angeloff


/s/ William C. Baker                  Director of Public Storage, Inc.                   March 26,  1997
---------------------------------
William C. Baker


/s/ Uri P. Harkham                    Director of Public Storage, Inc.                   March 26,  1997
---------------------------------
Uri P. Harkham
</TABLE>

                                       16

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

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

Report of Independent Auditors                                            F-1

Financial Statements and Schedule:

Balance Sheets as of December 31, 1996 and 1995                           F-2

For the years ended December 31, 1996, 1995 and 1994:

     Statements of Income                                                 F-3

     Statements of Partners' Deficit                                      F-4

     Statements of Cash Flows                                             F-5

Notes to Financial Statements                                        F-6 - F-9


Schedule for the years ended December 31, 1996, 1995, and 1994:

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


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

<PAGE>


                         Report of Independent Auditors



The Partners
Public Storage Properties, Ltd.

We have audited the  accompanying  balance sheets of Public Storage  Properties,
Ltd. as of December  31, 1996 and 1995,  and the related  statements  of income,
partners' deficit and cash flows for each of the three years in the period ended
December 31, 1996. Our audits also included the schedule  listed in the index at
item 14(a).  These financial  statements and schedule are the  responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements and schedule based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Public Storage Properties, Ltd.
at December 31, 1996 and 1995,  and the results of its  operations  and its cash
flows for each of the three years in the period  ended  December  31,  1996,  in
conformity with generally accepted accounting principles.  Also, in our opinion,
the related  financial  statement  schedule,  when considered in relation to the
basic  financial  statements  taken as a whole,  presents fairly in all material
respects the information set forth therein.







                                                        ERNST & YOUNG LLP

 
March 24, 1997
Los Angeles, California

                                       F-1

<PAGE>
<TABLE>
<CAPTION>

                         PUBLIC STORAGE PROPERTIES, LTD.
                                 BALANCE SHEETS
                           December 31, 1996 and 1995


                                                                                1996                   1995
                                                                           ----------             ----------
                                     ASSETS
                                     ------
<S>                                                                    <C>                      <C>          
Cash and cash equivalents                                              $        69,000          $      89,000
Rent and other receivables                                                      48,000                 42,000


Real estate facilities:
     Building, land improvements and equipment                               7,721,000              7,493,000
     Land                                                                    2,511,000              2,511,000
                                                                            ----------             ----------
                                                                            10,232,000             10,004,000


     Less accumulated depreciation                                          (5,046,000)            (4,644,000)
                                                                            ----------             ----------
                                                                             5,186,000              5,360,000
                                                                            ----------             ----------
Other assets                                                                   200,000                354,000
                                                                            ----------             ----------
Total assets                                                                $5,503,000             $5,845,000
                                                                            ==========             ==========


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



Accounts payable                                                          $      5,000          $      77,000
Deferred revenue                                                               118,000                132,000
Due to affiliate                                                                     -                130,000
Notes payable                                                               15,217,000             16,351,000

Partners' deficit:

     Limited partners' deficit, $500 per unit, 20,000 units
       authorized, issued and outstanding                                   (7,304,000)            (8,052,000)
     General partners' deficit                                              (2,533,000)            (2,793,000)
                                                                            ----------             ----------
     Total partners' deficit                                                (9,837,000)           (10,845,000)
                                                                            ----------             ----------
Total liabilities and partners' deficit                                     $5,503,000             $5,845,000
                                                                            ==========             ==========

</TABLE>
                             See Accompanying Notes.
                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                         PUBLIC STORAGE PROPERTIES, LTD.
                              STATEMENTS OF INCOME
                       For each of the three years in the
                         period ended December 31, 1996


                                                                1996                     1995                     1994
                                                             ----------               ----------               ----------

REVENUES:

<S>                                                          <C>                      <C>                      <C>       
Rental income                                                $4,002,000               $3,848,000               $3,611,000
Gain on sale of marketable securities of affiliate                    -                  361,000                  479,000
Other income                                                      5,000                   26,000                   91,000
                                                             ----------               ----------               ----------
                                                              4,007,000                4,235,000                4,181,000
                                                             ----------               ----------               ----------

COSTS AND EXPENSES:

Cost of operations                                              967,000                  932,000                  862,000
Management fees paid to affiliate                               220,000                  231,000                  217,000
Depreciation                                                    402,000                  356,000                  296,000
Administrative                                                   52,000                   49,000                   73,000
Environmental cost                                                    -                   22,000                        -
Interest expense                                              1,358,000                1,520,000                1,658,000
                                                             ----------               ----------               ----------
                                                              2,999,000                3,110,000                3,106,000
                                                             ----------               ----------               ----------

NET INCOME                                                   $1,008,000               $1,125,000               $1,075,000
                                                             ----------               ----------               ----------
Limited partners' share of net income ($49.90 per
     unit in 1996, $55.70 per unit in 1995, and
     $53.20 per unit in 1994)                               $   998,000            $   1,114,000            $   1,064,000


General partners' share of net income                            10,000                   11,000                   11,000
                                                             ----------               ----------               ----------

                                                             $1,008,000               $1,125,000               $1,075,000
                                                             ==========               ==========               ==========

</TABLE>


                             See Accompanying Notes.
                                      F-3

<PAGE>
<TABLE>
<CAPTION>

                         PUBLIC STORAGE PROPERTIES, LTD.
                         STATEMENTS OF PARTNERS' DEFICIT
                       For each of the three years in the
                         period ended December 31, 1996


                                                                                 Unrealized Gain
                                                  Limited           General        on Marketable    Total Partners'
                                                  Partners          Partners        Securities         Deficit
                                               -------------      --------------   -------------    -------------- 
<S>                                             <C>               <C>              <C>              <C>          
Balance at December 31, 1993                    $ (9,686,000)     $ (3,359,000)    $         -        $(13,045,000)
                                                                                               

Unrealized gain on marketable securities                   -                 -           227,000           227,000

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

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

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


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

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

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

Balance at December 31, 1995                      (8,052,000)       (2,793,000)                -       (10,845,000)

Net income                                           998,000            10,000                 -         1,008,000

Equity transfer                                     (250,000)          250,000                 -                 -
                                               -------------      --------------   -------------    -------------- 

Balance at December 31, 1996                     $(7,304,000)      $(2,533,000)    $          -       $ (9,837,000)
                                               =============      ==============   ==============   ============== 

</TABLE>

                             See Accompanying Notes.
                                      F-4

<PAGE>
<TABLE>
<CAPTION>


                         PUBLIC STORAGE PROPERTIES, LTD.
                            STATEMENTS OF CASH FLOWS
                       For each of the three years in the
                         period ended December 31, 1996

                                                                         1996              1995              1994
                                                                      ----------        ----------        ----------

Cash flows from operating activities:

<S>                                                                   <C>               <C>               <C>       
     Net income                                                       $1,008,000        $1,125,000        $1,075,000

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

     Depreciation                                                        402,000           356,000           296,000
     Gain on sale of marketable securities                                     -          (361,000)         (479,000)
     (Increase) decrease in rent and other receivables                    (6,000)           21,000            (6,000)
     Amortization (payment) of prepaid management fees                   138,000          (138,000)                -
     Amortization of prepaid loan fees                                    33,000            33,000            33,000
     Increase in other assets                                            (17,000)           (2,000)           (7,000)
     (Decrease) increase in accounts payable                             (72,000)           47,000             1,000
     (Decrease) increase in deferred revenue                             (14,000)           (4,000)            8,000
                                                                      ----------        ----------        ----------

         Total adjustments                                               464,000           (48,000)         (154,000)
                                                                      ----------        ----------        ----------

         Net cash provided by operating activities                     1,472,000         1,077,000           921,000
                                                                      ----------        ----------        ----------


Cash flows from investing activities:

     Proceeds from sale of marketable securities                               -           708,000         1,265,000
     Additions to real estate facilities                                (228,000)         (344,000)         (150,000)
                                                                      ----------        ----------        ----------


         Net cash (used in) provided by investing activities            (228,000)          364,000         1,115,000
                                                                      ----------        ----------        ----------

Cash flows from financing activities:

    Proceeds from note payable to bank                                         -                 -         3,000,000
    Principal (payments) proceeds on note payable to affiliate          (130,000)          130,000         1,250,000
    Principal payments on note payable                                (1,134,000)       (1,644,000)       (6,260,000)
                                                                      ----------        ----------        ----------
         Net cash used in financing activities                        (1,264,000)       (1,514,000)       (2,010,000)
                                                                      ----------        ----------        ----------



Net (decrease) increase in cash and cash equivalents                     (20,000)          (73,000)           26,000

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

Cash and cash equivalents at the end of the year                      $   69,000        $   89,000        $  162,000
                                                                      ==========        ==========        ==========         
                                                                                    

Supplemental schedule of non-cash investing and financing activities:

    Increase in fair value of marketable securities of affiliate      $        -        $        -        $ (227,000)
                                                                      ----------        ----------        ----------
                                                                                    


    Unrealized gain on marketable securities of affiliate             $        -        $       -         $  227,000
                                                                      ----------        ----------        ----------
</TABLE>
                             See Accompanying Notes.
                                      F-5
<PAGE>
                         PUBLIC STORAGE PROPERTIES, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1996


1.       DESCRIPTION OF PARTNERSHIP

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

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS

         Basis of Presentation:
         ----------------------

               Certain prior year amounts have been reclassified to conform with
         1996 presentation.


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

               Cost of land  includes  appraisal  fees and legal fees related to
          acquisition  and  closing  costs.  Buildings,  land  improvements  and
          equipment reflect costs incurred through December 31, 1996 and 1995 to
          develop  mini-warehouse  facilities which provide self-service storage
          spaces for lease,  usually on a  month-to-month  basis, to the general
          public. The buildings and equipment are depreciated on a straight-line
          basis over estimated useful lives of 25 and 5 years, respectively.

               In  1995,  the  Financial   Accounting   Standards  Board  issued
         Statement of Financial  Accounting  Standards No. 121,  "Accounting for
         the  Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be
         Disposed of"  ("Statement  121").  Statement  121  requires  impairment
         losses to be recorded on  long-lived  assets  used in  operations  when
         indicators of impairment  are present and the  undiscounted  cash flows
         estimated  to be  generated  by those  assets are less than the assets'
         carrying  amount.  Statement  121 also  addresses  the  accounting  for
         long-lived  assets that are expected to be disposed of. The Partnership
         adopted  Statement  121 in 1996 and the  adoption  had no effect on the
         Partnership's financial statements.

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

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

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

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

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


                                      F-6

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

          Gain on Sale of Marketable Securities:
          --------------------------------------

               The Partnership  held marketable  Securities in PSI. In September
          1994, the Partnership sold 85,000 of the shares of common stock of PSI
          and recognized a gain totaling $479,000 on the sale. In November 1995,
          the  Partnership  sold all its  remaining  39,911 shares of PSI common
          stock,  and  recognized  a gain  totaling  $361,000  on the sale.  The
          Partnership  recognized  $26,000 and $87,000 in  dividends in 1995 and
          1994, respectively.

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

               Included in other assets are deferred  financing  costs. In 1993,
          the Partnership  incurred  deferred  financing costs of  approximately
          $246,000 in  connection  with the  modification  of its mortgage  note
          payable (Note 7). In addition,  amortization  of,  deferred  financing
          costs totaled approximately  $33,000,  $33,000 and $33,000 relating to
          the   pre-modified   mortgage   loan  during  1996,   1995  and  1994,
          respectively, and is included in interest expense.

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

               The  preparation of the financial  statements in conformity  with
          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.

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

               Substantially all of the  Partnership's  facilities were acquired
          prior to the  time  that it was  customary  to  conduct  environmental
          investigations in connection with property acquisitions.  During 1995,
          the Partnership completed environmental  assessments of its properties
          to   evaluate   the   environmental   condition   of,  and   potential
          environmental  liabilities of such properties.  These assessments were
          performed by an independent  environmental  consulting  firm. Based on
          the  assessments,  the Partnership  expensed $22,000 in 1995 for known
          environmental  remediation  requirements.  Although  there  can  be no
          assurance,   the  Partnership  is  not  aware  of  any   environmental
          contamination  of any of its property sites which  individually  or in
          the aggregate would be material to the Partnership's overall business,
          financial condition or results of operations.

3.       CASH DISTRIBUTIONS

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


4.       PARTNERS' EQUITY

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



                                      F-7
<PAGE>
4.       PARTNERS' EQUITY (CONTINUED)

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

5.       RELATED PARTY TRANSACTIONS

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

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


               See footnote 7, on related party note payable.

6.       TAXES BASED ON INCOME

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

               Taxable net income was $1,122,000,  $1,209,000 and $1,114,000 for
          the years ended December 31, 1996,  1995 and 1994,  respectively.  The
          difference  between  taxable  net income  and net income is  primarily
          related  to   depreciation   expense   resulting  from  difference  in
          depreciation methods.

7.       NOTES PAYABLE

               Notes  payable  at  December  31,  1996 and 1995  consist  of the
          following:
<TABLE>
<CAPTION>

                                                          1996                1995
                                                          ----                ----
          <S>                                           <C>                <C>                   
           8.25%  mortgage  note  payable  to  an
           insurance  company with  principal and
           interest of $141,000 due monthly; remaining
           principal due September, 2001.               $14,317,000         $14,801,000

           Unsecured note payable to affiliate, bearing 
           interest at the prime rate plus 1%,
           payable monthly,  and requiring  
           50,000 principal payments;  remaining
           principal due July 1, 1998.
                                                            900,000           1,550,000
                                                       -------------        ------------

                                                        $15,217,000         $16,351,000
                                                      ==============        ============
</TABLE>
                                      F-8
<PAGE>

7.       NOTES PAYABLE (CONTINUED)

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

               The  unsecured  note at  December  31,  1995 was payable to Wells
          Fargo Bank. In January 1996 the Partnership obtained a $1,510,000 loan
          from PSI to repay and terminate  the  unsecured  note payable to Wells
          Fargo  Bank.  The PSI loan bears  interest  at the prime rate plus 1%,
          payable monthly, in addition to monthly principal payments of $50,000.

               The Partnership believes that it is not practical to estimate the
          fair value of its long-term  fixed  rate debt at  December  31,  1996,
          because there is no public market for such debt and although  interest
          rates at December 31, 1996 are lower than when such debt was incurred,
          the Partnership does not believe it could obtain  financing  currently
          on such favorable terms. This is in part due to the reduced sources of
          real estate financing  resulting from a variety of factors,  including
          the present condition of financial institutions.

               The principal repayment schedule of the above notes payable as of
          December 31, 1996, is as follows:

                  1997                                     $   1,124,000
                  1998                                           869,000
                  1999                                           618,000
                  2000                                           671,000
                  2001                                        11,935,000
                                                             -----------
                                                             $15,217,000
                                                             ===========
        

               Interest  paid  on  the  notes  was  $1,325,000,  $1,488,000  and
          $1,626,000  for the years  ended  December  31,  1996,  1995 and 1994,
          respectively.


                                   F-9

<PAGE>
<TABLE>
<CAPTION>
                       Public Storage Properties, Ltd.
             Schedule III - Real Estate and Accumulated Depreciation

                                                                                                    
                                                       Initial Cost                                 
                                                   -----------------------     Costs Subsequent     
                                                                 Building,     to construction      
                                                                Land Imp &      construction        
        Description            Encumbrances         Land         Equipment      (Improvements)      
-----------------------      ---------------    -----------   -------------    ----------------    

<S>                                                <C>             <C>            <C>               
Corona                               -             $155,000        $757,000       $134,000          
Fremont                              -              112,000         741,000        206,000          
Milpitas                             -              198,000         649,000        122,000          
Norco                                -               95,000         456,000         58,000          
North Hollywood                      -              314,000         553,000         75,000          
Pasadena                             -              327,000         515,000        156,000          
Sun Valley                           -              329,000         611,000        219,000          
Wilmington                           -              815,000       1,336,000        294,000          
Whittier - El Monte                  -              166,000         763,000         76,000          
                             ---------------    -----------   -------------    ----------------                        
                                $14,317,000(1)   $2,511,000      $6,381,000     $1,340,000          
                             ================   ===========   =============    ================    
</TABLE>
<TABLE>
<CAPTION>
                       Public Storage Properties, Ltd.
             Schedule III - Real Estate and Accumulated Depreciation

                                          Gross Carrying Amount
                                           at December 31, 1996
                                     -----------------------------------
                                                Building,
                                                Land Imp &                    Accumulated        Date
        Description                  Land       Equipment         Total      Depreciation      Completed
-----------------------------       ---------   -----------   ------------   -------------     ---------
<S>                                  <C>          <C>          <C>              <C>              <C>  
Corona                               $155,000     $891,000     $1,046,000       $570,000         12/78
Fremont                               112,000      947,000      1,059,000        633,000         11/78
Milpitas                              198,000      771,000        969,000        488,000         11/78
Norco                                  95,000      514,000        609,000        346,000         12/78
North Hollywood                       314,000      628,000        942,000        397,000         12/79
Pasadena                              327,000      671,000        998,000        427,000         08/78
Sun Valley                            329,000      830,000      1,159,000        530,000         10/78
Wilmington                            815,000    1,630,000      2,445,000      1,062,000         08/78
Whittier - El Monte                   166,000      839,000      1,005,000        593,000         07/78
                                    ---------   -----------   ------------   -------------     ---------
                                   $2,511,000   $7,721,000    $10,232,000     $5,046,000
                                   ==========   ===========   ============   =============     

</TABLE>

(1)  All nine  properties are encumbered by a promissory  note. The  $14,317,000
     listed above is the principal balance remaining on the note at December 31,
     1996.

                                      F-10
<PAGE>
<TABLE>
<CAPTION>
                       Public Storage Properties, Ltd.

                           Real Estate Reconciliation

                            Schedule III (continued)


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

                                      COST

                                            -----------      ----------      -----------
                                                1996            1995            1994
                                            -----------      ----------      -----------

<S>                                         <C>              <C>             <C>       
Balance at the beginning of the period      $10,004,000      $9,660,000      $9,510,000

Additions during the period

    Improvements                                228,000         344,000         150,000

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

Balance at the close of the period          $10,232,000     $10,004,000      $9,660,000
                                            ===========     ===========      ===========


                     ACCUMULATED DEPRECIATION RECONCILIATION


                                                 1996            1995            1994
                                            -----------      ----------      -----------

Balance at the beginning of the period       $4,644,000      $4,288,000      $3,992,000

Additions during the period

    Depreciation                                402,000         356,000         296,000

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

Balance at the close of the period           $5,046,000      $4,644,000      $4,288,000
                                            ===========     ===========      ===========

</TABLE>


                                      F-11