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 March 31, 2009
                          --------------

                                       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 has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files).

                      [ ] Yes             [ ] 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 [ ]


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

                      [ ] Yes             [X] No

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 May 13, 2009: 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 March 31, 2009
         and December 31, 2008                                              1

         Condensed Statements of Income for the
         Three Months Ended March 31, 2009 and 2008                         2

         Condensed Statement of Partners' Equity for the
         Three Months Ended March 31, 2009                                  3

         Condensed Statements of Cash Flows for the
         Three Months Ended March 31, 2009 and 2008                         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

Item 6.  Exhibits                                                          15



<PAGE>




                         PUBLIC STORAGE PROPERTIES, LTD.
                            CONDENSED BALANCE SHEETS


<TABLE>
                                                                March 31,             December 31,
                                                                  2009                   2008
                                                             ---------------        ---------------
                                                               (Unaudited)
                                ASSETS
                                ------

<CAPTION>
<S>                                                          <C>                    <C>
Cash and cash equivalents                                    $       797,000        $       802,000
Rent and other receivables                                            48,000                 60,000

Real estate facilities, at cost:
     Buildings, land improvements and equipment                   10,137,000             10,125,000
     Land                                                          2,476,000              2,476,000
                                                             ---------------        ---------------
                                                                  12,613,000             12,601,000

     Less accumulated depreciation                                (9,475,000)            (9,441,000)
                                                             ---------------        ---------------
                                                                   3,138,000              3,160,000

Other assets                                                          61,000                 67,000
                                                             ---------------        ---------------
Total assets                                                 $     4,044,000        $     4,089,000
                                                             ===============        ===============


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

Accounts payable                                             $       183,000        $       136,000
Deferred revenue                                                     159,000                190,000
                                                             ---------------        ---------------
      Total liabilities                                              342,000                326,000

Commitments and contingencies (Note 6)

Partners' equity:
    Limited partners' equity, $500 per unit, 20,000 units
       authorized, issued and outstanding                          2,749,000              2,794,000
    General partners' equity                                         953,000                969,000
                                                             ---------------        ---------------
     Total partners' equity                                        3,702,000              3,763,000
                                                             ---------------        ---------------
Total liabilities and partners' equity                       $     4,044,000        $     4,089,000
                                                             ===============        ===============
</TABLE>

                            See accompanying notes.

                                       1
<PAGE>


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

<TABLE>

                                                                     Three Months Ended
                                                                          March 31,
                                                             ----------------------------------
                                                                   2009                2008
                                                             --------------      --------------
<CAPTION>
           REVENUES:

<S>                                                          <C>                 <C>
           Rental income                                     $    1,858,000      $    1,872,000
           Other income                                              43,000              52,000
                                                             --------------      --------------
                                                                  1,901,000           1,924,000
                                                             --------------      --------------
           COSTS AND EXPENSES:

           Cost of operations                                       395,000             386,000
           Management fees paid to affiliate                        111,000             112,000
           Depreciation                                              34,000              29,000
           Administrative                                            21,000              21,000
                                                             --------------      --------------
                                                                    561,000             548,000
                                                             --------------      --------------
           NET INCOME                                        $    1,340,000      $    1,376,000
                                                             ==============      ==============

           Limited partners' share of net income             $      980,000       $   1,069,000
           General partners' share of net income                    360,000             307,000
                                                             --------------      --------------
                                                             $    1,340,000      $    1,376,000
                                                             ==============      ==============

           Limited partners' share of net income per
            unit (20,000 units outstanding)                  $        49.00      $        53.45
                                                             ==============      ==============
</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>
Balance at December 31, 2008           $      2,794,000     $        969,000      $      3,763,000

Net income                                      980,000              360,000             1,340,000

Cash distributions                           (1,040,000)            (361,000)           (1,401,000)

Equity transfer                                  15,000              (15,000)                    -
                                       ----------------     -----------------     ----------------
Balance at March 31, 2009              $      2,749,000     $        953,000      $      3,702,000
                                       ================     =================     ================
</TABLE>

                            See accompanying notes.

                                       3

<PAGE>


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

<TABLE>
                                                                                   Three Months Ended
                                                                                        March 31,
                                                                          ------------------------------------
                                                                               2009                 2008
                                                                          ---------------      ---------------
<CAPTION>
  Cash flows from operating activities:
<S>                                                                       <C>                  <C>
    Net income                                                            $     1,340,000      $     1,376,000

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

         Depreciation                                                              34,000               29,000
         Decrease in rent and other receivables                                    12,000               13,000
         Decrease (increase) in other assets                                        6,000               (4,000)
         Increase in accounts payable                                              47,000               32,000
         Decrease in deferred revenue                                             (31,000)             (15,000)
                                                                          ---------------      ---------------
             Total adjustments                                                     68,000               55,000
                                                                          ---------------      ---------------
             Net cash provided by operating activities                          1,408,000            1,431,000
                                                                          ---------------      ---------------
  Cash flows from investing activities:

    Additions to real estate facilities                                           (12,000)             (28,000)
                                                                          ---------------      ---------------
             Net cash used in investing activities                                (12,000)             (28,000)
                                                                          ---------------      ---------------
  Cash flows from financing activities:

    Distributions paid to partners                                             (1,401,000)          (1,185,000)
                                                                          ---------------      ---------------
             Net cash used in financing activities                             (1,401,000)          (1,185,000)
                                                                          ---------------      ---------------
  Net (decrease) increase in cash and cash equivalents                             (5,000)             218,000

  Cash and cash equivalents at the beginning of the period                        802,000              559,000
                                                                          ---------------      ---------------
  Cash and cash equivalents at the end of the period                      $       797,000      $       777,000
                                                                          ===============      ===============
</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
     note  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, 2008, 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 March 31, 2009, all of the
     real  estate  facilities  have been in service  longer  than 25 years,  and
     accordingly  the original  development  costs of such  buildings  are fully
     depreciated.

          We evaluate our real estate for  impairment on a quarterly  basis.  We
     first  evaluate  these assets for  indicators  of  impairment  such as a) a
     significant  decrease in the market price of real estate,  b) a significant
     adverse  change in the extent or manner in which real  estate is being used
     or in its physical  condition,  c) a  significant  adverse  change in legal
     factors or the  business  climate  that could  affect the value of the real
     estate,  d) an accumulation of costs  significantly in excess of the amount
     originally  projected for the  acquisition of or  construction  of the real
     estate, or e) a current-period  operating or cash flow loss combined with a
     history of operating or cash flow losses or a projection  or forecast  that
     demonstrates  continuing losses associated with the use of the real estate.
     When any such  indicators of impairment are noted,  we compare the carrying
     value of the real estate to the future  estimated  undiscounted  cash flows
     attributable to the real estate. If the real estate's recoverable amount is
     less than the related carrying value,  then an impairment  charge is booked
     for the excess of carrying  value over the real  estate's  fair value.  Our
     evaluations have identified no such impairments at March 31, 2009.

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

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

          Our  policy is to record  casualty  losses or gains in the  period the
     casualty  occurs  equal to the  differential  between (a) the book value of
     assets  destroyed  and (b)  insurance  proceeds,  if any, that we expect to
     receive in accordance  with our insurance  contracts.  Potential  insurance
     proceeds  that are  subject to  uncertainties,  such as  interpretation  of
     deductible  provisions  of the governing  agreements  or the  estimation of
     costs of restoration, are treated as 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  $159,000 at March 31, 2009  ($190,000  at
     December 31,  2008),  consists of prepaid  rents,  which are  recognized as
     rental income 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  May  14,   2009,   there   have  been  no  recent   accounting
     pronouncements  and guidance,  which were not effective for  implementation
     prior to March 31, 2009,  that would have a material  impact upon reporting
     the operations or financial position of the Partnership.

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

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

3.   CASH DISTRIBUTIONS

          The   Partnership   Agreement   requires   that  cash   available  for
     distribution  (cash  flow  from all  sources  less cash  necessary  for any
     obligations or capital  improvements)  be  distributed at least  quarterly.
     During the three months ended March 31, 2009, we paid  distributions to the
     limited  and general  partners  totaling  $1,040,000  ($52.00 per unit) and
     $361,000,  respectively.  During the three months ended March 31, 2008,  we
     paid  distributions to the limited and general partners  totaling  $880,000
     ($44.00 per unit) and $305,000, 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  (the   "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  months  ended  March  31,  2009,  and  2008,  the
     Partnership  paid  PS  $111,000  and  $112,000,  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 six months notice by PS.

          The  Partnership's  facilities,  along with facilities owned by PS and
     its  affiliates,  are managed and  marketed  jointly by PS in order to take
     advantage of scale and other  efficiencies.  Joint costs are allocated on a
     methodology  meant to fairly  allocate  such costs  based upon the  related
     activities. 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
     $198,000  and  $183,000 for the three months ended March 31, 2009 and 2008,
     respectively.

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

          PS owns 6,274 Limited Partnership Units ("Units"),  as to which PS has
     sole voting and dispositive power.

          At December  31,  2008,  Hughes and members of his family (the "Hughes
     Family")  owned 6,105 Units.  Hughes owned 6,025 Units,  as to which Hughes
     had sole voting and dispositive power,  through a wholly-owned  corporation
     and Tamara Hughes Gustavson, an adult daughter of Hughes, owned 80 Units as
     to which Tamara Hughes Gustavson had sole voting and dispositive  power. On
     January 1, 2009, PS exercised its option to acquire 25 of the Units held by
     Hughes  and the 80 Units  held by  Tamara  Hughes  Gustavson  for a cost of
     approximately $20,000. At March 31, 2009, Hughes owns 6,000 Units.

          In  addition,  there are 196 Units owned by PS Orangeco  Partnerships,
     Inc., a corporation  in which the Hughes Family owns  approximately  48% of
     the voting  stock,  PS owns 46% and  members of PS  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 our  accompanying  condensed  balance  sheets,  on the cost
     method,  and has  received no  distributions  during the three months ended
     March 31, 2009.

          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 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  tenant listings.
     This  Access Fee is based on the number of spaces  the  Partnership  has to
     rent. Included in other income on our accompanying  condensed statements of
     income for these  Access Fees are $40,000 and $44,000 for the three  months
     ended March 31, 2009 and 2008, respectively.

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

6.   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 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.  The
     plaintiff  filed a petition for review with the  California  Supreme Court,
     which was granted but further  action in this matter was  deferred  pending
     consideration  and  disposition  of a related  issue in Brinker  Restaurant
     Corp. v. Superior  Court which is currently  pending  before the California
     Supreme Court.

     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" in
the Public  Storage  Properties,  Ltd.  Annual  Report on Form 10-K for the year
ended  December  31,  2008 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,  including  risks  related to the current  global
          fiscal crisis;

     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.

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

     Management's  Discussion and Analysis of Financial Condition and Results of
Operations  discusses  our  financial  statements,  which have been  prepared in
accordance with United States ("U.S.") generally accepted accounting  principles
("GAAP"). The preparation of our financial statements and related disclosures in
conformity with GAAP and our discussion and analysis of our financial  condition
and results of operations requires management to make judgments, assumptions and
estimates that affect the amounts reported in our condensed financial statements
and accompanying  notes. The notes to the Partnership's March 31, 2009 condensed
financial  statements,  primarily Note 2, summarize the  significant  accounting

                                       10

<PAGE>

policies  and  methods  used  in  the  preparation  of our  condensed  financial
statements and related disclosures.

     Management  believes the  following  are critical  accounting  policies the
application  of which  has a  material  impact  on the  Partnership's  financial
presentation. That is, they are both important to the portrayal of our financial
condition  and  results,  and they  require  management  to make  judgments  and
estimates about matters that are inherently uncertain.

     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 includes 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 March  31,  2009.  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 the  Partnership's
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 GAAP, 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 March 31, 2009 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.

OVERVIEW OF MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
--------------------------------------------------------------

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

     PS is the largest owner and operator of self-storage facilities in the 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.

     The self-storage  industry is not immune to the  recessionary  pressures in
the general economic environment.  Demand for self-storage space in the U.S. has
softened and, as a result, the Partnership is experiencing  downward pressure on
occupancy levels, rental rates and revenue growth.

                                       11

<PAGE>

     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.

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

     THREE  MONTHS  ENDED  MARCH 31, 2009 AS COMPARED  TO THREE  MONTHS  ENDED
     MARCH  31, 2008:

     The  Partnership's net income for the three months ended March 31, 2009 was
$1,340,000,  as compared to $1,376,000 for the same period in 2008, representing
a decrease of $36,000 or 2.6%. Property net operating income (rental income less
cost of  operations,  management  fees  paid to an  affiliate  and  depreciation
expense)  decreased  $27,000 or 2.0% from  $1,345,000 for the three months ended
March 31, 2008 to $1,318,000 for the three months ended March 31, 2009.

     Rental income for the three months ended March 31, 2009 was $1,858,000,  as
compared to $1,872,000 for the three months ended March 31, 2008, representing a
decrease of $14,000 or 0.7%.  The  decrease  in rental  income was a result of a
slight  decrease in realized rent per square foot.  Annual realized rent for the
three months ended March 31, 2009 decreased to $15.66 per occupied  square foot,
as compared to $15.75 per occupied  square foot for the three months ended March
31, 2008. Weighted average occupancy levels at the self-storage  facilities were
92.2%  and  92.0%  for  the  three   months  ended  March  31,  2009  and  2008,
respectively.

     We believe that demand for self-storage space has been negatively  impacted
by  general  economic  conditions,  the slow down in  housing  sales and  moving
activity, as well as increased competition. It is unclear to us how much we have
been negatively impacted by these factors, and how much these factors may impact
us going forward.

     Other  income was $43,000 for the three  months  ended March 31,  2009,  as
compared to $52,000 for the three months ended March 31,  2008,  representing  a
decrease of $9,000 or 17.3%. Included in other income are access fees paid by PS
Insurance Company - Hawaii, Ltd. ("PSICH"), a corporation owned by PS (described
more fully in Note 5 to the  Partnership's  March 31, 2009  condensed  financial
statements),  totaling  $40,000 and $44,000 for the three months ended March 31,
2009 and 2008, respectively. Included in other income for the three months ended
March 31, 2008 are access fees  totaling  $14,000,  which  represent  changes in
accounting  estimates  recorded in 2008 with respect to fees that were earned in
2007.  Additional similar  adjustments were made in later periods in 2008 as the
2007 fees continued to be evaluated.  Amounts recorded in the three months ended
March 31,  2009  reflect  the  current  ongoing  level of access fees based upon
current activity levels.  Other income for the three months ended March 31, 2009
as compared to the same period in 2008 reflects a decline in interest  income on
cash balances. While the Partnership had higher average cash balances,  interest
rates were  significantly  lower in the three  months  ended  March 31,  2009 as
compared to the same period in 2008.  The  Partnership  has  $797,000 in cash on
hand at March 31, 2009  invested  primarily in  money-market  funds,  which earn
nominal rates of interest in the current interest rate environment.

     Cost of operations,  including  management fees paid to an affiliate,  (see
Note 5 to the Partnership's March 31, 2009 condensed  financial  statements) for
the three months ended March 31, 2009 was $506,000  compared to $498,000 for the
three months ended March 31, 2008,  representing  an increase of $8,000 or 1.6%,
as increases in advertising and promotion,  payroll,  and property tax expenses,
were  mostly  offset by  reductions  in  utilities,  eviction  costs and  office
expenses.

     Depreciation  expense was $34,000  and $29,000 for the three  months  ended
March 31,  2009 and 2008,  respectively,  representing  an increase of $5,000 or
17.2%. The increase in depreciation  expense is primarily  related to additional
capital  improvements  on  the  buildings  for  the  Partnership's  self-storage
facilities.

     Administrative  expense was  $21,000  for each of the three  month  periods
ended March 31, 2009 and 2008.

                                       12

<PAGE>

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

     Cash generated from operations ($1,408,000 for the three months ended March
31,  2009)  has  been  sufficient  to  meet  all  current   obligations  of  the
Partnership.  Capital  improvements  totaled  $12,000  and  $28,000 in the three
months ended March 31, 2009 and 2008,  respectively.  Capital  improvements  are
budgeted at $176,000 for the year ending December 31, 2009.

     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 the capital and credit  markets are
currently  constrained  and  in  flux,  there  can  be  no  assurance  that  the
Partnership  would be able to access any such  borrowings  in order to do so, if
such a course of action were otherwise deemed necessary.


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.  During the three months
ended March 31, 2009, we paid  distributions to the limited and general partners
totaling $1,040,000 ($52.00 per unit) and $361,000,  respectively, for the three
months  ended March 31, 2009.  During the three months ended March 31, 2008,  we
paid distributions to the limited and general partners totaling $880,000 ($44.00
per unit) and $305,000, respectively. Future distribution rates will 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 the Partnership's March 31, 2009 condensed financial  statements in this Form
10-Q is incorporated by reference in this Item 1.

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

     As of March 31, 2009, no material  changes had occurred in our risk factors
as discussed in Item 1A of the Public Storage Properties,  Ltd. Annual Report on
Form 10-K for the year ended December 31, 2008.

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.

                                       15

<PAGE>




                                             SIGNATURES

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







                                             DATED: May 14, 2009

                                             PUBLIC STORAGE PROPERTIES, LTD.

                                             BY: Public Storage
                                                 General Partner

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

                                       16

<PAGE>


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.





                                       17