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 June 30, 2005

                                       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 an  accelerated  filer (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 August 11, 2005: 20,000

<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.

                                      INDEX

                                                                       Pages

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

Item 1.       Financial Statements

              Condensed Balance Sheets at June 30, 2005
              and December 31, 2004                                        1

              Condensed Statements of Income for the Three and Six
              Ended June 30, 2005 and 2004                                 2

              Condensed Statement of Partners' Equity for the
              Six Months Ended June 30, 2005                               3

              Condensed Statements of Cash Flows for the
              Six Months Ended June 30, 2005 and 2004                      4

              Notes to Condensed Financial Statements                    5-9

Item 2.       Management's Discussion and Analysis of
              Financial Condition and Results of Operations            10-12

Item 2A.      Risk Factors                                             12-14

Item 4.       Controls and Procedures                                     14

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

Item 1.       Legal Proceedings                                           15

Item 6.       Exhibits                                                    15


<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                              June 30,           December 31,
                                                                                2005                 2004
                                                                           ----------------    -----------------
                                                                            (Unaudited)

                                                     ASSETS

<S>                                                                         <C>                  <C>
Cash and cash equivalents                                                   $    1,643,000       $    1,407,000
Rent and other receivables                                                          54,000               35,000

Real estate facilities, at cost:
     Building, land improvements and equipment                                   9,579,000            9,574,000
     Land                                                                        2,476,000            2,476,000
                                                                           ----------------    -----------------
                                                                                12,055,000           12,050,000
     Less accumulated depreciation                                              (8,917,000)          (8,823,000)
                                                                           ----------------    -----------------
                                                                                 3,138,000            3,227,000

Other assets                                                                        32,000               28,000
                                                                           ----------------    -----------------
Total assets                                                                $    4,867,000       $    4,697,000
                                                                           ================    =================

                                        LIABILITIES AND PARTNERS' EQUITY


Accounts payable and accrued liabilities                                    $       69,000       $       42,000
Deferred revenue                                                                   185,000              183,000

Commitments and contingencies (Note 5)                                                   -                    -

Partners' equity:
     Limited partners' equity, $500 per unit, 20,000 units
       authorized, issued and outstanding                                        3,425,000            3,321,000
     General partners' equity                                                    1,188,000            1,151,000
                                                                           ----------------    -----------------
     Total partners' equity                                                      4,613,000            4,472,000
                                                                           ----------------    -----------------
Total liabilities and partners' equity                                      $    4,867,000       $    4,697,000
                                                                           ================    =================
</TABLE>

                            See accompanying notes.
                                       1

<PAGE>


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

<TABLE>
<CAPTION>

                                                                         Three Months Ended                   Six Months Ended
                                                                              June 30,                            June 30,
                                                                 --------------------------------   --------------------------------
                                                                       2005             2004             2005             2004
                                                                 ---------------  ---------------   --------------  ----------------
           REVENUES:

<S>                                                              <C>              <C>               <C>             <C>
           Rental income                                         $    1,710,000   $    1,601,000    $   3,391,000   $   3,173,000
           Other income                                                  23,000           11,000           43,000          25,000
                                                                 ---------------  ---------------   --------------  ----------------
                                                                      1,733,000        1,612,000        3,434,000       3,198,000
                                                                 ---------------  ---------------   --------------  ----------------
           COSTS AND EXPENSES:

           Cost of operations                                           348,000          360,000          702,000         708,000
           Management fees paid to affiliate                            102,000           96,000          203,000         190,000
           Depreciation                                                  48,000           67,000           94,000         145,000
           Administrative                                                30,000           26,000           58,000          53,000
                                                                 ---------------  ---------------   --------------  ----------------
                                                                        528,000          549,000        1,057,000       1,096,000
                                                                 ---------------  ---------------   --------------  ----------------
           NET INCOME:                                           $    1,205,000   $    1,063,000    $   2,377,000   $   2,102,000
                                                                 ===============  ===============   ==============  ================
           Limited partners' share of net income ($90.00 per
             unit in 2005 and $79.05 per unit in 2004)                                                  1,800,000       1,581,000

           General partners' share of net income                                                          577,000         521,000
                                                                                                    --------------  ----------------
                                                                                                    $   2,377,000   $   2,102,000
                                                                                                    ==============  ================
</TABLE>

                            See accompanying notes.
                                       2

<PAGE>


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


<TABLE>
<CAPTION>

                                                                                                       Total
                                                           Limited              General              Partners'
                                                          Partners'            Partners'              Equity
                                                       -----------------    -----------------     -----------------
<S>                                                    <C>                  <C>                   <C>
Balance at December 31, 2004                           $      3,321,000     $      1,151,000      $      4,472,000

Net income                                                    1,800,000              577,000             2,377,000

Distributions                                                (1,660,000)            (576,000)           (2,236,000)

Equity transfer                                                 (36,000)              36,000                     -
                                                       -----------------    -----------------     -----------------
Balance at June 30, 2005                               $      3,425,000     $      1,188,000      $      4,613,000
                                                       =================    =================     =================
</TABLE>


                            See accompanying notes.
                                       3

<PAGE>


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


<TABLE>
<CAPTION>

                                                                                       Six Months Ended
                                                                                           June 30,
                                                                              --------------------------------------
                                                                                   2005                 2004
                                                                              -----------------    -----------------
  Cash flows from operating activities:

<S>                                                                           <C>                  <C>
    Net income                                                                $     2,377,000      $     2,102,000

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

         Depreciation                                                                  94,000              145,000
         Increase in rent and other receivables                                       (19,000)             (11,000)
         Increase in other assets                                                      (4,000)             (21,000)
         Increase in accounts payable and accrued liabilities                          27,000                3,000
         Increase (decrease) in deferred revenue                                        2,000               (1,000)
                                                                              -----------------    -----------------
             Total adjustments                                                        100,000              115,000
                                                                              -----------------    -----------------
             Net cash provided by operating activities                              2,477,000            2,217,000
                                                                              -----------------    -----------------
  Cash flows from investing activities:

    Additions to real estate facilities                                                (5,000)             (63,000)
                                                                              -----------------    -----------------
             Net cash used in investing activities                                     (5,000)             (63,000)
                                                                              -----------------    -----------------
  Cash flows from financing activities:

    Distributions paid to partners                                                 (2,236,000)          (2,020,000)
                                                                              -----------------    -----------------
             Net cash used in financing activities                                 (2,236,000)          (2,020,000)
                                                                              -----------------    -----------------
  Net increase in cash and cash equivalents                                           236,000              134,000

  Cash and cash equivalents at the beginning of the period                          1,407,000            1,070,000
                                                                              -----------------    -----------------
  Cash and cash equivalents at the end of the period                          $     1,643,000      $     1,204,000
                                                                              =================    =================

</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, Inc. ("PSI") and B. Wayne Hughes ("Hughes").

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

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance with accounting principles generally accepted in
         the United States of America for interim financial information and with
         instructions   to  Form  10-Q  and  Article  10  of   Regulation   S-X.
         Accordingly,  they do not include all of the  information and footnotes
         required by  generally  accepted  accounting  principles  for  complete
         financial  statements.  In the opinion of management,  all  adjustments
         (consisting  of  normal,  recurring  accruals)  necessary  for  a  fair
         presentation  have been  included.  The results of  operations  for the
         three and six months ended June 30, 2005 are not necessarily indicative
         of the results  expected for the full year.  These unaudited  condensed
         financial  statements  should be read in conjunction with the financial
         statements and related notes appearing in the  Partnership's  Form 10-K
         for the year ended December 31, 2004.

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

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

         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 (See "Ownership Interests by the General Partners" under Note
         4). All remaining net income is allocated to the limited partners.

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

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

         For financial statement purposes,  the Partnership considers all highly
         liquid financial  instruments such as short-term treasury securities or
         investment grade short-term commercial paper to be cash equivalents.

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

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

                                       5

<PAGE>


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

         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.  Certain
         real estate  facilities have been in service longer than 25 years,  and
         accordingly the original  development  cost of such buildings are fully
         depreciated at June 30, 2005.

         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
         carrying  value of the asset,  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 June 30, 2005.

         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.

         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
         rental income when collected.

         Property taxes are accrued 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. Accordingly, the amounts incurred in an interim period may
         not be indicative of amounts to be incurred  during a full year.  Total
         advertising  expenses  were  $61,000 and $110,000 for the three and six
         months ended June 30, 2005, respectively,  and $59,000 and $117,000 for
         the same periods in 2004, respectively.

         Environmental Costs:
         --------------------

         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.

                                       6

<PAGE>


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

3.       CASH DISTRIBUTIONS

         The  Partnership   Agreement  requires  that  any  cash  available  for
         distribution  (cash flow from all sources less cash  necessary  for any
         obligations  or  capital  improvement  needs) be  distributed  at least
         quarterly.  The  Partnership  paid  distributions  to the  limited  and
         general partners  totaling  $1,660,000  ($83.00 per unit) and $576,000,
         respectively,   for  the  six  months  ended  June  30,  2005.   Future
         distributions will be based on amounts supported by operating cash flow
         after capital improvements and any other necessary obligations.

4.       RELATED PARTY TRANSACTIONS

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

         The Partnership has a management agreement with PSI. Under the terms of
         the agreement, PSI operates the self-storage facilities for a fee equal
         to 6% of the  facilities'  gross  revenue (as  defined).  For the three
         months ended June 30, 2005 and 2004, the Partnership  paid PSI $102,000
         and $96,000,  respectively.  For the six months ended June 30, 2005 and
         2004,  the  Partnership  paid PSI $203,000 and $190,000,  respectively,
         pursuant to this management agreement. The management agreement between
         the  Partnership  and PSI may be terminated  without cause upon 60 days
         written notice by the Partnership or six months notice by PSI.

         The  Partnership's  facilities,  along with facilities owned by PSI and
         its  affiliates,  are managed jointly by PSI in order to take advantage
         of scale  and  other  efficiencies.  Joint  costs  are  allocated  on a
         methodology  meant to fairly  allocate  such  costs.  Such joint  costs
         include  supervisory,   relief,  and  administrative  personnel  costs,
         television   advertising  expenses,   yellow  page  advertising,   data
         processing,  and  insurance.  The  total of such  expenses,  which  are
         primarily  included in cost of  operations,  amounted  to $187,000  and
         $164,000   for  the  three   months  ended  June  30,  2005  and  2004,
         respectively.  For the six  months  ended June 30,  2005 and 2004,  the
         total expenses were $323,000 and $319,000, respectively.

         Ownership Interests by the General Partners:
         --------------------------------------------

         PSI 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.   Hughes   continues  to  act  as  a  general  partner  of  the
         Partnership.

         The  general  partners  have  a 1%  interest  in  the  Partnership.  In
         addition, the general partners had an 8% interest in cash distributions
         attributable to operations (exclusive of distributions  attributable to
         sale and financing  proceeds) until the limited partners  recovered all
         of their initial  investment.  Thereafter,  the general partners have a
         25% interest in all cash  distributions  (including  sale and financing
         proceeds).  During 1987,  the limited  partners  recovered all of their
         initial investment.  All subsequent 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 results of
         operations or distributions to partners.

         As of June 30, 2005, Hughes and members of his family own approximately
         31% of the limited partnership units. PSI owns approximately 31% of the
         limited partnership units.  Approximately 1% of the limited partnership
         units are owned by PS Orangeco  Partnerships,  Inc., a  corporation  in
         which  Hughes and  members of his family own  approximately  48% of the
         voting stock,  PSI owns 46% and members of PSI's management and related
         individuals own approximately 6%.

                                       7

<PAGE>


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

         Ownership in STOR-Re:
         ---------------------

         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 PSI. The
         Partnership  accounts for its investment in STOR-Re,  which is included
         in other  assets,  using  the cost  method,  and has not  received  any
         distributions during 2004 or for the six months ended June 30, 2005.

         STOR-Re provides limited property and liability  insurance  coverage to
         the Partnership,  PSI, 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
         PSI.  Liabilities  for losses and loss adjustment  expenses  include an
         amount determined from loss reports and individual cases and an amount,
         based on  recommendations  from an outside  actuary that is a member of
         the  American  Academy of  Actuaries,  using a frequency  and  severity
         method, for losses incurred but not reported. Determining the liability
         for unpaid losses and loss  adjustment  expense is based upon estimates
         and while we believe that the amount is adequate, the ultimate loss may
         be in excess of or less than the  amounts  provided.  The  methods  for
         making such estimates and for establishing the resulting  liability are
         continually reviewed.

         Other Business Activities

         A corporation that reinsures policies against losses to goods stored by
         tenants in the  Partnership's  storage  facilities  is owned by PSI. We
         believe  that the  availability  of  insurance  reduces  our  potential
         liability   to  tenants  for  losses  to  their  goods  from  theft  or
         destruction. This corporation receives the premiums and bears the risks
         associated with the re-insurance of tenant goods.

         A  subsidiary  of PSI 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  receives the revenues and bears the
         cost of the activities.  We believe that the  availability of locks and
         boxes for sale and the rental of trucks promote the rental of spaces.

5.       COMMITMENTS AND CONTINGENCIES

         Legal Proceedings:

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

         The plaintiff in this case filed a suit against Public Storage, Inc. on
         behalf of a putative  class of renters  who rented  self-storage  units
         from Public Storage,  Inc. Plaintiff alleges that Public Storage,  Inc.
         misrepresented  the size of its storage units, has brought claims under
         California  statutory  and common law relating to consumer  protection,
         fraud,  unfair  competition,  and negligent  misrepresentation,  and is
         seeking monetary damages,  restitution,  and declaratory and injunctive
         relief.

         The claim in this case is  substantially  similar to those in Henriquez
         v. Public  Storage,  Inc.,  which was  disclosed in prior  reports.  In
         January  2003,  the  plaintiff   caused  the  Henriquez  action  to  be
         dismissed.

         Based upon the  uncertainty  inherent  in any  putative  class  action,
         Public Storage,  Inc. cannot presently determine the potential damages,
         if any,  or the  ultimate  outcome of this  litigation.  On November 3,
         2003,  the court granted  Public  Storage,  Inc.'s motion to strike the
         plaintiff's  nationwide  class  allegations  and to limit any  putative
         class to California  residents  only. In August 2005,  Public  Storage,
         Inc. filed a motion to remove the case to federal  court.  There can be
         no assurance that this motion will be granted.  Public Storage, Inc. is
         vigorously  contesting  the claims  upon  which  this  lawsuit is based
         including class certification efforts.

                                       8

<PAGE>


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

         Brinkley et al v. Public Storage,  Inc.  (filed April,  2005) (Superior
         -----------------------------------------------------------------------
         Court of  California  - Los  Angeles  County) and Inhan et al v. Public
         -----------------------------------------------------------------------
         Storage,  Inc.  (filed  May,  2005)  (United  States  District  Court -
         -----------------------------------------------------------------------
         Southern District of Florida)
         -----------------------------

         The Brinkley  plaintiffs are suing Public Storage,  Inc. on behalf of a
         purported  class of  California  property  managers who claim that they
         were not compensated  for all the hours they worked.  The Brinkley suit
         is based upon California  wage and hour laws. The Inhan  plaintiffs are
         suing Public Storage, Inc. in Florida on behalf of a purported class of
         property  managers  who claim they were not  compensated  for all hours
         worked.  The Inhan suit is based upon the Federal Fair Labor  Standards
         Act. The maximum potential liability cannot be estimated,  but would be
         increased if a class or classes are  certified  or, in  California,  if
         claims  are  permitted  to be  brought  on behalf  of others  under the
         California  Unfair  Business  Practices Act.  Public  Storage,  Inc. is
         vigorously contesting the claims in each case and intends to resist any
         expansion  beyond  the  named  plaintiffs  on the  grounds  of  lack of
         commonality of claims.

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

         PSI and the Partnership are parties 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 impact 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:  When used within this document,  the words
"expects," "believes,"  "anticipates," "may," "should," "estimates," and similar
expressions  are intended to identify  "forward-looking  statements"  within the
meaning of that term in Section 27A of the  Securities  Exchange Act of 1933, as
amended,  and in Section 21E of the Securities Exchange Act of 1934, as amended.
Such forward-looking statements involve known and unknown risks,  uncertainties,
and other  factors,  which may cause the actual  results and  performance of the
Partnership to be materially  different  from those  expressed or implied in the
forward  looking  statements.  Such factors are described in "Risk  Factors" (as
discussed below) and include changes in general  economic  conditions and in the
markets in which the Partnership operates and the impact of competition from new
and existing storage and commercial  facilities and other storage  alternatives,
which could impact rents and occupancy levels at the  Partnership's  facilities;
the impact of the regulatory  environment as well as national,  state, and local
laws and regulations,  which could increase the Partnership's expense and reduce
the Partnership's cash available for distribution;  and economic uncertainty due
to the impact of war or terrorism could  adversely  affect our business plan. We
disclaim  any  obligation  to publicly  release the results of any  revisions to
these   forward-looking   statements   reflecting  new   estimates,   events  or
circumstances after the date of this report.

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

         IMPAIRMENT  OF  LONG-LIVED  ASSETS:  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 have
identified no such  impairments at June 30, 2005.  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 accounting  principles generally accepted in the United States, 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 of
which  we are  aware  are  described  in Note 5 to the  Partnership's  unaudited
condensed financial statements at June 30, 2005.

         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.  Accordingly,
the amounts  incurred in an interim  period may not be indicative of the amounts
to be incurred in a full year.

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<PAGE>

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2005 COMPARED TO THREE MONTHS ENDED JUNE 30, 2004:

         Our net income for the three months ended June 30, 2005 was  $1,205,000
compared to $1,063,000 for the three months ended June 30, 2004, representing an
increase of $142,000 or 13%.

         Rental  income for the three months ended June 30, 2005 was  $1,710,000
compared to $1,601,000 for the three months ended June 30, 2004, representing an
increase  of $109,000  or 7%. The  increase in rental  income was a result of an
increase in realized rent per square foot.  Weighted average occupancy levels at
the self-storage  facilities remained at 92% for the three months ended June 30,
2005 and 2004,  respectively.  Annual  realized  rent for the three months ended
June 30, 2005  increased to $14.40 per occupied  square foot  compared to $13.62
per occupied square foot for the three months ended June 30, 2004.

         Cost of  operations,  including  management  fees paid to an affiliate,
(see  Note 4 to the  unaudited  condensed  financial  statements)  for the three
months  ended June 30, 2005 was  $450,000  compared  to  $456,000  for the three
months  ended  June 30,  2004,  representing  a  decrease  of $6,000 or 1%.  The
decrease was primarily due to a decrease in repairs and maintenance.

         Depreciation  expense was $48,000 for the three  months  ended June 30,
2005  compared to $67,000 for the same period in 2004,  a decrease of $19,000 or
28%. The decrease in  depreciation  expense is primarily  related to the initial
development  costs of buildings for the  Partnership's  self-storage  facilities
becoming fully depreciated.

SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO SIX MONTHS ENDED JUNE 30, 2004:

         Our net income for the six months  ended June 30,  2005 was  $2,377,000
compared to $2,102,000 for the six months ended June 30, 2004,  representing  an
increase of $275,000 or 13%.

         Rental  income for the six months  ended June 30,  2005 was  $3,391,000
compared to $3,173,000 for the six months ended June 30, 2004,  representing  an
increase  of $218,000  or 7%. The  increase in rental  income was a result of an
increase in realized rent per square foot.  Weighted average occupancy levels at
the  self-storage  facilities  remained at 91% for the six months ended June 30,
2005 and 2004, respectively.  Annual realized rent for the six months ended June
30, 2005  increased  to $14.42 per occupied  square foot  compared to $13.63 per
occupied square foot for the six months ended June 30, 2004.

         Cost of  operations,  including  management  fees paid to an affiliate,
(see Note 4 to the unaudited condensed financial  statements) for the six months
ended June 30, 2005 was  $905,000  compared to $898,000 for the six months ended
June 30,  2004,  representing  an  increase  of $7,000 or 1%. The  increase  was
primarily due to an increase in management fees, partially offset by a reduction
in repairs and maintenance.

         Depreciation expense was $94,000 for the six months ended June 30, 2005
compared to $145,000  for the same period in 2004, a decrease of $51,000 or 35%.
The  decrease  in  depreciation  expense is  primarily  related  to the  initial
development  costs of buildings for the  Partnership's  self-storage  facilities
becoming fully depreciated.

LIQUIDITY AND CAPITAL RESOURCES

         Cash generated  from  operations  ($2,477,000  for the six months ended
June 30,  2005)  has been  sufficient  to meet all  current  obligations  of the
Partnership.

         We paid  distributions  to the limited and  general  partners  totaling
$1,660,000  ($83.00  per unit) and  $576,000,  respectively,  for the six months
ended June 30, 2005. Future  distribution rates will be adjusted to levels which
are supported by operating  cash flow after capital  improvements  and any other
necessary obligations.

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<PAGE>

         The  Partnership  may borrow in the future with the intent of using the
proceeds to finance distributions to the limited and general partners.

Item 2A.  RISK FACTORS

         In addition to the other information in our Form 10-Q and Annual Report
on Form 10-K for the year ended  December  31,  2004,  you should  consider  the
following factors in evaluating the Partnership:

         THE GENERAL  PARTNERS  HAVE A  SIGNIFICANT  DEGREE OF CONTROL  OVER THE
PARTNERSHIP AND COULD TAKE ACTIONS ADVERSE TO OTHER UNITHOLDERS.

         As of June 30, 2005, Hughes and members of his family own approximately
31% of the limited  partnership units. PSI owns approximately 31% of the limited
partnership units.  Approximately 1% of the limited  partnership units are owned
by PS Orangeco Partnerships,  Inc., a corporation in which Hughes and members of
his family own  approximately  48% of the voting stock, PSI owns 46% and members
of PSI's management and related  individuals own  approximately 6%. As a result,
the General Partners have a significant degree of control over matters submitted
to a vote of our unitholders,  including amending our organizational  documents,
dissolving the Partnership and approving other extraordinary  transactions,  and
could take actions that may not be favorable to the other unitholders.

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

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

         DEVELOPMENTS IN CALIFORNIA MAY HAVE AN ADVERSE IMPACT ON OUR BUSINESS.

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

         WE  HAVE  DEVELOPED  A  DEPENDENCY  UPON  AUTOMATED  PROCESSES  AND THE
INTERNET.

         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 disruption
of operations.

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

o        natural disasters, such as earthquakes;

o        potential terrorists attacks;

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<PAGE>

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; and

o        changes in tax, real estate and zoning laws.

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

         We may incur  significant  environmental  costs and liabilities.  As an
owner 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,  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
properties  the  Partnership  has an interest in 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  with our  tenants  to  resolve  moisture
infiltration and mold-related issues, subject to our contractual  limitations on
liability for such claims. However, we can make no assurance that material legal
claims  relating to moisture  infiltration  and the presence of, or exposure to,
mold will not arise in the future.

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

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

                                       13

<PAGE>

in compliance with numerous local fire and safety  regulations,  building codes,
and other land use regulations.  Compliance with these  requirements can require
us to spend  substantial  amounts of money,  which would  reduce cash  otherwise
available  for   distribution   to  partners.   Failure  to  comply  with  these
requirements could also affect the marketability of our real estate facilities.

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

         Terrorist attacks and other acts of violence or war, such as those that
took place on September 11, 2001,  could have a material  adverse  impact on our
business and operating results. There can be no assurance that there will not be
further  terrorist  attacks  against  the  United  States 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  effect on our  business and results of  operations.  Finally,
further terrorist acts could cause the United States to enter into a wider armed
conflict, which could further impact our business and operating results.

         OUR OWNERSHIP 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 PSI. STOR-Re provides limited
property and liability  coverage to the  Partnership,  PSI and affiliates of PSI
for  losses  occurring  before  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 amount  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 4.  CONTROLS AND PROCEDURES

         Public Storage,  Inc. 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 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,  Inc.'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 Rule 13a-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.

         At the end of the period covered by this report,  Public Storage,  Inc.
carried out an evaluation,  under the supervision and with the  participation of
the Partnership's  management,  including Public Storage, Inc.'s Chief Executive
Officer and Chief  Financial  Officer,  of the  effectiveness  of the design and
operation of the Partnership's  disclosure  controls and procedures.  Based upon
that  evaluation,  the  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 fiscal  quarter to which this report  relates that has
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

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<PAGE>


PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The information set forth under the heading "Legal Proceedings" in Note 5 to the
unaudited  condensed  financial  statements in this Form 10-Q is incorporated by
reference in this Item 1.

ITEM 6.  EXHIBITS

     (a) The following Exhibits are included herein:

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

         31.2  Certification  by  John  Reyes  pursuant  to  Section  302 of the
               Sarbanes-Oxley Act of 2002

         32    Certification of CEO and CFO pursuant to 18 U.S.C.  Section 1350,
               as adopted pursuant to section 906 of the  Sarbanes-Oxley  Act of
               2002


                                       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: August 12, 2005

                                 PUBLIC STORAGE PROPERTIES, LTD.

                                 BY:  Public Storage, Inc.,
                                      General Partner


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


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