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

                                    FORM 10-Q

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

    For the period ended September 30, 2008
                         ------------------

                                       or

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

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

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

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

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

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

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


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.

                            [X] Yes      [ ] No

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                            [ ] Yes      [X] No

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


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

The Registrant is a limited partnership and issues units representing  ownership
of limited partner  interests,  with a par value of $500.00 per unit.  Number of
units outstanding at November 13, 2008: 20,000.


<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.

                                      INDEX

                                                                          Pages

PART I.  FINANCIAL INFORMATION (Item 3 not applicable)
         ---------------------

Item 1.  Financial Statements (Unaudited)

         Condensed Balance Sheets at September 30, 2008
         and December 31, 2007                                               1

         Condensed Statements of Income for the Three and Nine
         Months Ended September 30, 2008 and 2007                            2

         Condensed Statement of Partners' Equity for the
         Nine Months Ended September 30, 2008                                3

         Condensed Statements of Cash Flows for the
         Nine Months Ended September 30, 2008 and 2007                       4

         Notes to Condensed Financial Statements                         5 - 9

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                 10 - 13

Item 4.  Controls and Procedures                                            14

PART II. OTHER INFORMATION (Items 2 - 5 not applicable)
         -----------------

Item 1.  Legal Proceedings                                                  15

Item 1A. Risk Factors                                                  15 - 18

Item 6.  Exhibits                                                           18



<PAGE>



                         PUBLIC STORAGE PROPERTIES, LTD.
                            CONDENSED BALANCE SHEETS

<TABLE>

                                                                             September 30,           December 31,
                                                                                 2008                    2007
                                                                            ---------------        ---------------
                                                                             (Unaudited)
                                ASSETS
                                ------


<CAPTION>
<S>                                                                         <C>                    <C>
Cash and cash equivalents                                                   $       949,000        $       559,000
Rent and other receivables                                                           68,000                 53,000
Real estate facilities, at cost:
     Buildings, land improvements and equipment                                  10,112,000              9,878,000
     Land                                                                         2,476,000              2,476,000
                                                                            ---------------        ---------------
                                                                                 12,588,000             12,354,000
     Less accumulated depreciation                                               (9,412,000)            (9,299,000)
                                                                            ---------------        ---------------
                                                                                  3,176,000              3,055,000
Other assets                                                                         83,000                 78,000
                                                                            ---------------        ---------------
Total assets                                                                $     4,276,000        $     3,745,000
                                                                            ===============        ===============


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

Accounts payable                                                            $       191,000        $        88,000
Deferred revenue                                                                    167,000                183,000
                                                                            ---------------        ---------------
      Total liabilities                                                             358,000                271,000

Commitments and contingencies (Note 6)

Partners' equity:
    Limited partners' equity, $500 per unit, 20,000 units
       authorized, issued and outstanding                                         2,909,000              2,579,000
    General partners' equity                                                      1,009,000                895,000
                                                                            ---------------        ---------------
     Total partners' equity                                                       3,918,000              3,474,000
                                                                            ---------------        ---------------
Total liabilities and partners' equity                                      $     4,276,000        $     3,745,000
                                                                            ===============        ===============

</TABLE>

                             See accompanying notes.

                                       1
<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                         CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)


<TABLE>
                                                                     Three Months Ended                    Nine Months Ended
                                                                        September 30,                        September 30,
                                                           ----------------------------------     ---------------------------------
                                                                   2008               2007               2008              2007
                                                           --------------      --------------     --------------     --------------
<CAPTION>

           REVENUES:

<S>                                                        <C>                 <C>                <C>                <C>
           Rental income                                   $    1,928,000      $    1,875,000     $    5,705,000     $    5,486,000
           Other income                                           106,000              30,000            195,000            110,000
                                                           --------------      --------------     --------------     --------------
                                                                2,034,000           1,905,000          5,900,000          5,596,000
                                                           --------------      --------------     --------------     --------------
           COSTS AND EXPENSES:

           Cost of operations                                     363,000             374,000          1,162,000          1,162,000
           Management fees paid to affiliate                      116,000             112,000            342,000            329,000
           Depreciation                                            44,000              32,000            113,000             99,000
           Administrative                                          12,000              12,000             68,000             71,000
                                                           --------------      --------------     --------------     --------------
                                                                  535,000             530,000          1,685,000          1,661,000
                                                           --------------      --------------     --------------     --------------
           NET INCOME:                                     $    1,499,000      $    1,375,000     $    4,215,000     $    3,935,000
                                                           ==============      ==============     ==============     ==============

           Limited partners' share of net income           $    1,150,000       $   1,002,000     $    3,239,000     $    2,696,000
           General partners' share of net income                  349,000             373,000            976,000          1,239,000
                                                           --------------      --------------     --------------     --------------
                                                           $    1,499,000      $    1,375,000     $    4,215,000     $    3,935,000
                                                           ==============      ==============     ==============     ==============

           Limited partners' share of net income per
            unit (20,000 units outstanding)                $        57.50      $        50.10     $       161.95     $      134.80
                                                           ==============      ==============     ==============     ==============
</TABLE>


                             See accompanying notes.

                                       2

<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                     CONDENSED STATEMENT OF PARTNERS' EQUITY
                                   (UNAUDITED)


<TABLE>

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

<S>                 <C> <C>                            <C>                  <C>                   <C>
Balance at December 31, 2007                           $      2,579,000     $        895,000      $      3,474,000

Net income                                                    3,239,000              976,000             4,215,000

Cash distributions                                           (2,800,000)            (971,000)           (3,771,000)

Equity transfer                                                (109,000)             109,000                     -
                                                       -----------------    -----------------     -----------------
Balance at September 30, 2008                          $      2,909,000     $      1,009,000      $      3,918,000
                                                       =================    =================     =================

</TABLE>

                             See accompanying notes.

                                       3
<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>

                                                                                       Nine Months Ended
                                                                                         September 30,
                                                                              ------------------------------------
                                                                                   2008                 2007
                                                                              ---------------      ---------------
<CAPTION>
  Cash flows from operating activities:

<S>                                                                           <C>                  <C>
    Net income                                                                $     4,215,000      $     3,935,000

    Adjustments to reconcile net income to net cash provided by operating
       activities:
         Depreciation                                                                 113,000               99,000
         (Increase) decrease in rent and other receivables                            (15,000)              37,000
         (Increase) decrease in other assets                                           (5,000)              15,000
         Increase in accounts payable                                                 103,000               44,000
         (Decrease) increase in deferred revenue                                      (16,000)               8,000
                                                                              ---------------      ---------------
             Total adjustments                                                        180,000              203,000
                                                                              ---------------      ---------------
             Net cash provided by operating activities                              4,395,000            4,138,000
                                                                              ---------------      ---------------
  Cash flows from investing activities:

    Additions to real estate facilities                                              (234,000)             (73,000)
                                                                              ---------------      ---------------
             Net cash used in investing activities                                   (234,000)             (73,000)
                                                                              ---------------      ---------------
  Cash flows from financing activities:

    Distributions paid to partners                                                 (3,771,000)          (4,848,000)
                                                                              ---------------      ---------------
             Net cash used in financing activities                                 (3,771,000)          (4,848,000)
                                                                              ---------------      ---------------
  Net increase (decrease) in cash and cash equivalents                                390,000             (783,000)

  Cash and cash equivalents at the beginning of the period                            559,000            1,483,000
                                                                              ---------------      ---------------
  Cash and cash equivalents at the end of the period                          $       949,000      $       700,000
                                                                              ===============      ===============

</TABLE>

                             See accompanying notes.

                                       4
<PAGE>




                         PUBLIC STORAGE PROPERTIES, LTD.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)



1.   DESCRIPTION OF THE BUSINESS

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

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

          The accompanying  unaudited condensed  financial  statements have been
     prepared by us pursuant to the rules and  regulations of the Securities and
     Exchange  Commission  ("SEC")  on the  same  basis  as our  audited  annual
     financial   statements   and,  in  our  opinion   reflect  all  adjustments
     (consisting  only of normal  recurring  adjustments)  necessary  to present
     fairly the financial information set forth therein. Certain information and
     footnote  disclosures normally included in financial statements prepared in
     accordance with U.S.  generally  accepted  accounting  principles have been
     condensed or omitted  pursuant to such rules and  regulations,  although we
     believe that the following  disclosures,  when read in conjunction with the
     audited financial statements and notes thereto as of December 31, 2007, are
     adequate to make the information presented not misleading.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS

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

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

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

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

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

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

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

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


                                       5
<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


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

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

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

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

          Real estate facilities are recorded at cost. Costs associated with the
     development,  construction,  renovation  and  improvement of properties are
     capitalized.  Interest, property taxes, and other costs associated with the
     development  incurred  during the  construction  period are  capitalized as
     building  cost.  Expenditures  for repairs and  maintenance  are charged to
     expense as  incurred.  Depreciation  is  computed  using the  straight-line
     method over the estimated  useful lives of the buildings and  improvements,
     which are generally  between 5 and 25 years.  At September 30, 2008, all of
     the real estate  facilities have been in service longer than 25 years,  and
     accordingly  the  original  development  cost of such  buildings  is  fully
     depreciated at September 30, 2008.

          We evaluate our real estate for  impairment on a quarterly  basis.  We
     first  evaluate  these assets for  indicators  of  impairment  such as a) a
     significant  decrease in the market price of real estate,  b) a significant
     adverse  change in the extent or manner in which real  estate is being used
     or in its physical  condition,  c) a  significant  adverse  change in legal
     factors or the  business  climate  that could  affect the value of the real
     estate,  d) an accumulation of costs  significantly in excess of the amount
     originally  projected for the  acquisition of or  construction  of the real
     estate, or e) a current-period  operating or cash flow loss combined with a
     history of operating or cash flow losses or a projection  or forecast  that
     demonstrates  continuing losses associated with the use of the real estate.
     When any such  indicators of impairment are noted,  we compare the carrying
     value of the real estate to the future  estimated  undiscounted  cash flows
     attributable to the real estate. If the real estate's recoverable amount is
     less than the related carrying value,  then an impairment  charge is booked
     for the excess of  carrying  value over the real  estate's  estimated  fair
     value. Our evaluations have identified no such impairments at September 30,
     2008.

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

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

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

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

          Deferred revenue totaling  $167,000 at September 30, 2008 ($183,000 at
     December 31, 2007),  consists of prepaid rents,  which are recognized  when
     earned.

                                       6

<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


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

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

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

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

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

          As of  November  13,  2008,  there  have  been  no  recent  accounting
     pronouncements  and guidance,  which were not effective for  implementation
     prior to  September  30,  2008,  that  would have a  material  impact  upon
     reporting the operations or financial position of the Partnership.

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

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

3.   CASH DISTRIBUTIONS

          The   Partnership   Agreement   requires   that  cash   available  for
     distribution  (cash  flow  from all  sources  less cash  necessary  for any
     obligations  or  capital  improvements)  needs to be  distributed  at least
     quarterly.  During the three  months  ended  September  30,  2008,  we paid
     distributions  to the  limited  and general  partners  totaling  $1,000,000
     ($50.00 per unit) and $347,000, respectively.  During the nine months ended
     September  30,  2008,  we paid  distributions  to the  limited  and general
     partners totaling $2,800,000 ($140.00 per unit) and $971,000, respectively.
     Future  distribution rates may be adjusted to levels which are supported by
     operating cash flow after capital improvements and any other obligations.

4.   PARTNERS' EQUITY

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

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

                                       7
<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


5.   RELATED PARTY TRANSACTIONS

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

          The Partnership  has a Management  Agreement with PS pursuant to which
     PS  operates  the  self-storage  facilities  for a fee  equal  to 6% of the
     facilities' gross revenue (as defined). For the three and nine months ended
     September  30,  2008,  the  Partnership  paid  PS  $116,000  and  $342,000,
     respectively,  and  $112,000  and  $329,000  for the same  periods in 2007,
     respectively, under this Management Agreement.

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

          The  Partnership's  facilities,  along with facilities owned by PS and
     its  affiliates,  are managed and  marketed  jointly by PS in order to take
     advantage  of  scale  and  other  efficiencies.  As a  result,  significant
     components of cost of operations,  such as payroll costs,  advertising  and
     promotion,  data processing and insurance expenses are shared and allocated
     among the  properties  using  methodologies  meant to fairly  allocate such
     costs  based  upon the  related  activities.  The  total of such  expenses,
     substantially  all of  which  are  included  in cost of  operations  in our
     accompanying  condensed  statements  of income,  amounted to  $159,000  and
     $177,000  for  the  three  months  ended   September  30,  2008  and  2007,
     respectively.  For the nine months ended  September 30, 2008 and 2007,  the
     total of such expenses were $572,000 and $599,000, respectively.

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

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

          Hughes and  members  of his family  (the  "Hughes  Family")  own 6,105
     Units.  Hughes  owns 6,025  Units,  as to which  Hughes has sole voting and
     dispositive  power,  through a wholly-owned  corporation  and Tamara Hughes
     Gustavson,  an adult  daughter of Hughes,  owns 80 Units as to which Tamara
     Hughes Gustavson has sole voting and dispositive power. PS has an option to
     acquire  25 of the  Units  held by Hughes  and the 80 Units  held by Tamara
     Hughes Gustavson.  PS intends to exercise its option to acquire these Units
     before the end of 2008.

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

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

          The  Partnership  has a 0.9%  ownership  interest  in  STOR-Re  Mutual
     Insurance  Corporation  ("STOR-Re"),   which  was  formed  in  1994  as  an
     association  captive  insurance  company,  and is  controlled  by  PS.  The
     Partnership  accounts for its  investment in STOR-Re,  which is included in
     other assets,  on the accompanying  condensed  balance sheets,  on the cost
     method,  and has  received no  distributions  during the nine months  ended
     September 30, 2008.

          STOR-Re provides limited property and liability  insurance coverage to
     the  Partnership,  PS, and affiliates for losses  occurring before April 1,
     2004.  STOR-Re was succeeded  with respect to these  activities  for losses
     occurring  after  March  31,  2004  by a  wholly  owned  subsidiary  of  PS
     (collectively,  this  entity and STOR-Re  are  referred to as the  "Captive
     Entities").  Liabilities for losses and loss adjustment expenses include an
     amount  determined  from loss reports and  individual  cases and an amount,

                                       8
<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


     based on  recommendations  from an outside  actuary that is a member of the
     American Academy of Actuaries,  using a frequency and severity method,  for
     losses  incurred but not  reported.  Determining  the  liability for unpaid
     losses and loss  adjustment  expense is based upon  estimates  and while we
     believe that the amount is adequate,  the ultimate loss may be in excess of
     or less than the amounts  provided.  The methods for making such  estimates
     and for establishing the resulting liability are reviewed quarterly.


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

          PS owns PS Insurance Company - Hawaii,  Ltd.  ("PSIC"),  a corporation
     that  reinsures  policies  against losses to goods stored by tenants in the
     Partnership's  and PS' storage  facilities.  PSIC receives the premiums and
     bears the risks associated with the re-insurance.  The Partnership receives
     a fee (an  "Access  Fee") from PSIC in return for  providing  access to the
     tenants for the placement of insurance  policies.  This Access Fee is based
     on the  number of spaces the  Partnership  has to rent.  Included  in other
     income on our  accompanying  statements of income for these Access Fees are
     $99,000 and $14,000 for the three months ended September 30, 2008 and 2007,
     respectively,  and $160,000 and $43,000 for the nine months ended September
     30,  2008 and 2007,  respectively.  Such Access Fees for the three and nine
     months ended September 30, 2008 include additional Access Fees paid by PSIC
     totaling  $34,000 for amounts  earned in the year ended  December 31, 2007,
     and $23,000 for amounts earned in the six months ended June 30, 2008. These
     additional  Access Fees were paid in the three months ended  September  30,
     2008 as a result of a change in PSIC's accounting estimates which determine
     such fees.

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

6.   COMMITMENTS AND CONTINGENCIES

     Legal Proceedings:
     ------------------

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

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

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

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

                                       9
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        ------------------------------------------------------------------------
        OF OPERATIONS
        -------------

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

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

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

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

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

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

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

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

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

     The  risks  included  here are not  exhaustive  as it is not  possible  for
management  to predict all  possible  risk factors that may exist or emerge from
time to time. Investors should refer to our future reports and other information
filed from time to time with the SEC for additional information.

OVERVIEW
--------

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

                                       10
<PAGE>

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

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

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

     IMPAIRMENT OF REAL ESTATE

     Substantially  all of our assets  consist of real  estate.  On a  quarterly
basis, we evaluate our real estate for impairment. The evaluation of real estate
for impairment  requires  determining  whether  indicators of impairment  exist,
which is a subjective process.  When any indicators of impairment are found, the
evaluation then entails  projections of future operating cash flows,  which also
involves  significant  judgment.  We identified no such impairments at September
30, 2008.  However,  future events,  or facts and  circumstances  that currently
exist, that we have not yet identified, could cause us to conclude in the future
that our real estate is impaired.  Any  resulting  impairment  loss could have a
material adverse impact on our financial condition and results of operations.

     ESTIMATED USEFUL LIVES OF LONG-LIVED ASSETS

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

     ACCRUALS FOR CONTINGENCIES

     We are exposed to business and legal liability risks with respect to events
that have occurred,  but in accordance with U.S. generally  accepted  accounting
principles,  we have not accrued for such potential liabilities because the loss
is either  not  probable  or not  estimable  or  because we are not aware of the
event.  Future events and the result of pending  litigation could result in such
potential losses becoming  probable and estimable,  which could have a material,
adverse  impact on our  financial  condition or results of  operations.  Some of
these potential losses, which we are aware of, are described in Notes 5 and 6 to
the Partnership's September 30, 2008 condensed financial statements.

     ACCRUALS FOR OPERATING EXPENSES

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

                                       11

<PAGE>


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

THREE MONTHS ENDED  SEPTEMBER  30, 2008 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2007:

     The  Partnership's net income for the three months ended September 30, 2008
was $1,499,000  compared to $1,375,000 for the three months ended  September 30,
2007, representing an increase of $124,000 or 9.0%.

     Rental income for the three months ended  September 30, 2008 was $1,928,000
compared  to  $1,875,000  for  the  three  months  ended   September  30,  2007,
representing an increase of $53,000 or 2.8%. The increase in rental income was a
result of  improvements  in realized  rent per square  foot and in  occupancies.
Weighted average occupancy levels at the self-storage  facilities were 92.0% and
90.4% for the three  months  ended  September  30, 2008 and 2007,  respectively.
Annual  realized rent for the three months ended September 30, 2008 increased to
$16.21 per occupied  square foot, as compared to $16.11 per occupied square foot
for the three months ended September 30, 2007.

     Other income was $106,000 for the three months ended September 30, 2008, as
compared to $30,000 for the same  period in 2007.  Included in other  income for
the three months ended September 30, 2008 are additional  access fees paid by PS
Insurance Company - Hawaii, Ltd. ("PSIC"),  a corporation owned by PS (described
more fully in Note 5 to the Partnership's September 30, 2008 condensed financial
statements).  Included in other income on our accompanying  statements of income
for these  access  fees are  $99,000  and  $14,000  for the three  months  ended
September 30, 2008 and 2007, respectively, and $160,000 and $43,000 for the nine
months ended September 30, 2008 and 2007, respectively. Such access fees for the
three and nine months ended  September 30, 2008 include  additional  access fees
paid by PSIC totaling  $34,000 for amounts earned in the year ended December 31,
2007,  and  $23,000 for amounts  earned in the six months  ended June 30,  2008.
These  additional  access fees were paid in the three months ended September 30,
2008 as a result of a change in PSIC's accounting estimates which determine such
fees.

     Cost of operations,  including  management fees paid to an affiliate,  (see
Note 5 to the Partnership's  September 30, 2008 condensed financial  statements)
for the three months ended September 30, 2008 was $479,000  compared to $486,000
for the three months ended September 30, 2007, representing a decrease of $7,000
or 1.4%.  For the  three  months  ended  September  30,  2008,  advertising  and
promotion  expenses decreased by $10,000 or 16.9% compared to the same period in
2007. This decrease is due to a significant reduction in television  advertising
as  compared  to the same period in 2007.  Also  during the three  months  ended
September 30, 2008,  payroll,  property  taxes,  office and  insurance  expenses
decreased  compared to the same period in 2007,  offset by  increases in repairs
and maintenance and utilities expenses.

     Depreciation  expense was $44,000  and $32,000 for the three  months  ended
September 30, 2008 and 2007, respectively.

NINE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2007:

     The  Partnership's  net income for the nine months ended September 30, 2008
was $4,215,000  compared to $3,935,000  for the nine months ended  September 30,
2007, representing an increase of $280,000 or 7.1%.

     Rental income for the nine months ended  September 30, 2008 was  $5,705,000
compared  to  $5,486,000   for  the  nine  months  ended   September  30,  2007,
representing  an increase of $219,000 or 4.0%. The increase in rental income was
a result of  improvements  in realized rent per square foot and in  occupancies.
Weighted average occupancy levels at the self-storage  facilities were 91.9% and
90.5% for the nine  months  ended  September  30,  2008 and 2007,  respectively.
Annual  realized rent for the nine months ended  September 30, 2008 increased to
$16.04 per occupied  square foot, as compared to $15.71 per occupied square foot
for the nine months ended September 30, 2007.

     Other income was $195,000 for the nine months ended  September 30, 2008, as
compared to $110,000  for the same period in 2007.  Included in other income for
the nine months ended September 30, 2008 are additional access fees paid by PSIC

                                       12

<PAGE>

totaling  $34,000 for amounts  earned in the year ended  December 31, 2007,  and
$23,000  for  amounts  earned in the six months  ended June 30,  2008,  as noted
above.

     Cost of operations,  including  management fees paid to an affiliate,  (see
Note 5 to the Partnership's  September 30, 2008 condensed financial  statements)
for the nine  months  ended  September  30,  2008  was  $1,504,000  compared  to
$1,491,000  for the nine  months  ended  September  30,  2007,  representing  an
increase  of $13,000 or 0.9%.  For the nine months  ended  September  30,  2008,
increases in utilities, repairs and maintenance and management fee expenses were
mostly offset by reductions in insurance,  advertising and promotion and offices
expenses.

     Depreciation  expense was  $113,000  and $99,000 for the nine months  ended
September 30, 2008 and 2007, respectively.

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

     Cash  generated  from  operations  ($4,395,000  for the nine  months  ended
September 30, 2008) has been  sufficient to meet all current  obligations of the
Partnership.  Capital  improvements  totaled  $234,000  and $73,000 for the nine
months ended September 30, 2008 and 2007, respectively.

     The Partnership does not anticipate issuing senior securities, making loans
to other  persons,  investing in the securities of other issuers for the purpose
of exercising control, underwriting the securities of other issuers, engaging in
the  purchase  and sale of  investments,  offering  securities  in exchange  for
property, or repurchasing or otherwise  reacquiring its outstanding  securities.
The  Partnership  may  consider  borrowing  money  with the  intent of using the
proceeds for distribution to partners. As of September 30, 2008, the Partnership
has  no  debt  and  none  of  the  Partnership's   self-storage  facilities  are
encumbered.

DISTRIBUTIONS

     The  Partnership  Agreement  requires that cash available for  distribution
(cash flow from all sources less cash  necessary for any  obligations or capital
improvement  needs) be distributed at least quarterly.  We paid distributions to
the limited  and  general  partners  totaling  $1,000,000  ($50.00 per unit) and
$347,000,  respectively,  for the three months ended September 30, 2008.  During
the nine months ended September 30, 2008, we paid  distributions  to the limited
and  general  partners  totaling  $2,800,000  ($140.00  per unit) and  $971,000,
respectively.  Future  distribution  rates may be adjusted  to levels  which are
supported  by  operating  cash flow  after  capital  improvements  and any other
necessary obligations.

                                       13

<PAGE>


ITEM 4.  CONTROLS AND PROCEDURES
         -----------------------

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

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

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

                                       14

<PAGE>


PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
         -----------------

     The information  set forth under the heading "Legal  Proceedings" in Note 6
to our September 30, 2008  condensed  financial  statements in this Form 10-Q is
incorporated by reference in this Item 1.

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

     In addition to the other information in this Quarterly Report on Form 10-Q,
you should consider the risks described below that we believe may be material to
investors in evaluating the Partnership.  This section contains  forward-looking
statements,  and in  considering  these  statements,  you  should  refer  to the
qualifications  and  limitations  on our  forward-looking  statements  that  are
described in Forward Looking Statements at the beginning of Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations.

     THE GENERAL PARTNERS CONTROL THE PARTNERSHIP AS A GROUP.

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

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

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

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

          o changes in general economic or local conditions;

          o natural disasters, such as earthquakes;

          o potential terrorist attacks;

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

          o the impact of environmental protection laws;

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

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

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

          o tenant and employment-related claims.

     There is significant  competition  among  self-storage  facilities and from
other storage alternatives.  All of our properties are self-storage  facilities,

                                       15

<PAGE>

which generated substantially all of our revenue for the nine month period ended
September 30, 2008. Local market  conditions will play a significant part in how
competition will affect us. Competition in the market areas in which many of our
properties  are located from other  self-storage  facilities  and other  storage
alternatives is significant and has affected the occupancy levels,  rental rates
and operating expenses of our properties.  Any increase in availability of funds
for investment in real estate may accelerate competition. Further development of
self-storage   facilities   may  intensify   competition   among   operators  of
self-storage facilities in the market areas in which we operate.

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

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

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

     Property  taxes  can  increase  and  cause  a  decline  in cash  flows  and
profitability.  Each of our properties is subject to real property taxes.  These
taxes may  increase  in the future as property  tax rates or  assessed  property
values  change,  and any such rate or  assessment  changes  could  increase  tax
expense  and  adversely  impact  our  cash  flow and  profitability.  All of the
Partnership's  properties,  which are  located in  California,  are  assessed at
amounts  significantly  lower than their  current fair value,  due  primarily to
long-standing  statutory limits on annual increases to assessed values. There is
a risk that  these  assessments  could be  increased  to fair  value in  certain
circumstances,   such  as  i)  changes  in  laws,  regulations,  or  changes  in
interpretations  thereof,  or ii)  changes  in  ownership  of the  Partnership's
limited partner units or general partner units that could constitute a change in
control  (as that  termed is defined by the  applicable  law) of the  underlying
properties.

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

                                       16

<PAGE>

us to spend  substantial  amounts of money,  which would  reduce cash  otherwise
available  for  distribution  to  shareholders.  Failure  to comply  with  these
requirements could also affect the marketability of our real estate facilities.

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

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

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

     SOME OF OUR REVENUES  INVOLVE  BUSINESSES  THAT ARE SUBJECT TO GOVERNMENTAL
     REGULATION WHICH COULD REDUCE OUR PROFITABILITY OR LIMIT OUR GROWTH.

     We receive  revenues  related to the offering of insurance  products to our
tenants.  These  products  are offered  through an  affiliate of PS, which holds
Limited Lines Self Storage  Insurance Agent licenses from a number of individual
state Departments of Insurance and are subject to state governmental  regulation
and  supervision.   This  state   governmental   supervision  could  reduce  our
profitability  or limit  our  growth  by  increasing  the  costs  of  regulatory
compliance,  limiting or restricting  the products or services we provide or the
methods by which we provide products and services,  or subjecting our businesses
to the possibility of regulatory  actions or proceedings.  The continued ability
of this affiliate to maintain these Limited Lines Self Storage  Insurance  Agent
licenses in the  jurisdictions in which it is licensed depends on its compliance
with the rules and regulations  promulgated  from time to time by the regulatory
authorities  in  each  of  these  jurisdictions.  Furthermore,  state  insurance
departments may investigate insurance activities.

     In all  jurisdictions,  the applicable  laws and regulations are subject to
amendment  or  interpretation  by  regulatory   authorities.   Generally,   such
authorities  are vested with  relatively  broad  discretion to grant,  renew and
revoke licenses and approvals and to implement  regulations.  Accordingly,  this
affiliate may be precluded or temporarily suspended from carrying on some or all
of these activities or otherwise fined or penalized in a given jurisdiction.  No
assurances  can be given that our businesses can continue to be conducted in any
given  jurisdiction  as it has been  conducted  in the past.  For the year ended
December 31, 2007,  revenues from our tenant  reinsurance  business  represented
approximately  1.4% of our 2007  revenues.  For the three and nine months  ended
September 30, 2008,  revenues from our tenant reinsurance  business  represented
approximately 5.4% and 3.1% of revenues, respectively.

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

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

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effect on our business and results of  operations.  Finally,  further  terrorist
acts could  cause the U.S.  to enter into a wider  armed  conflict,  which could
further impact our business and operating results.

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

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

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

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

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

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

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

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

ITEM 6.  EXHIBITS
         --------

     Exhibits  required by Item 601 of Regulation S-K are listed in the attached
Exhibit Index, and are filed herewith or incorporated herein by reference.

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                                      SIGNATURES

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







                                      DATED: November 13, 2008

                                      PUBLIC STORAGE PROPERTIES, LTD.

                                      BY:  Public Storage
                                           General Partner

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

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Exhibit No.                     Exhibit Index
-----------                     -------------



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

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

32       Section 1350 Certifications.  Filed herewith.




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