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

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the period ended September 30, 2004
                                         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 November 12, 2004: 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 September 30, 2004
              and December 31, 2003                                            1

              Condensed Statements of Income for the Three
              and Nine Months Ended September 30, 2004 and 2003                2

              Condensed Statement of Partners' Equity for the
              Nine Months Ended September 30, 2004                             3

              Condensed Statements of Cash Flows for the
              Nine Months Ended September 30, 2004 and 2003                    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                                      14-15

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

Item 1.       Legal Proceedings                                               16

Item 6.       Exhibits and Reports on Form 8-K                                17


<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                             September 30,          December 31,
                                                                                2004                   2003
                                                                          -------------------  -------------------
                                                                            (Unaudited)

                                                     ASSETS
                                                     ------
<S>                                                                         <C>                  <C>
Cash and cash equivalents                                                   $    1,429,000       $    1,070,000
Rent and other receivables                                                          42,000               47,000

Real estate facilities, at cost:
     Building, land improvements and equipment                                   9,489,000            9,422,000
     Land                                                                        2,476,000            2,476,000
     ----                                                                 ------------------     -----------------
                                                                                11,965,000           11,898,000

     Less accumulated depreciation                                              (8,820,000)          (8,606,000)
                                                                          ------------------     -----------------
                                                                                 3,145,000            3,292,000

Other assets                                                                        35,000               13,000
                                                                          ------------------     -----------------

Total assets                                                                $    4,651,000       $    4,422,000
                                                                          ==================     =================


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


Accounts payable and accrued liabilities                                    $      135,000       $       74,000
Deferred revenue                                                                   174,000              176,000

Commitments and contingencies (Note 5)                                                   -                    -

Partners' equity:
     Limited partners' equity, $500 per unit, 20,000 units
       authorized, issued and outstanding                                        3,224,000            3,097,000
     General partners' equity                                                    1,118,000            1,075,000
                                                                          -----------------      -----------------

     Total partners' equity                                                      4,342,000            4,172,000
                                                                          -----------------      -----------------

Total liabilities and partners' equity                                      $    4,651,000       $    4,422,000
                                                                          =================      =================

</TABLE>



                            See accompanying notes.
                                       1


<PAGE>


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

<TABLE>
<CAPTION>

                                                                       Three Months Ended                Nine Months Ended
                                                                           September 30,                    September 30,
                                                          ------------------------------------ -------------------------------------
                                                                2004                2003                 2004                2003
                                                          ---------------- ------------------- --------------------- ---------------

      REVENUES:
      <S>                                                <C>                <C>                 <C>                   <C>
      Rental income                                      $    1,666,000     $    1,577,000      $    4,839,000        $    4,623,000
      Other income                                               14,000             11,000              39,000                33,000
                                                          ---------------- ------------------- --------------------- ---------------

                                                              1,680,000          1,588,000           4,878,000             4,656,000
                                                          ---------------- ------------------- --------------------- ---------------

      COSTS AND EXPENSES:

      Cost of operations                                        327,000            324,000           1,035,000             1,014,000
      Management fees paid to affiliate                         100,000             94,000             290,000               279,000
      Depreciation                                               69,000            132,000             214,000               395,000
      Administrative                                             18,000             13,000              71,000                63,000
                                                          ---------------- ------------------- --------------------- ---------------

                                                                514,000            563,000           1,610,000             1,751,000
                                                          ---------------- ------------------- --------------------- ---------------

      NET INCOME:                                        $    1,166,000     $    1,025,000      $    3,268,000        $    2,905,000
                                                          ===============  ==================  ===================== ===============

      Limited partners' share of net income ($123.45 per
        unit in 2004 and $108.80 per unit in 2003)                                                   2,469,000             2,176,000

      General partners' share of net income                                                            799,000               729,000
                                                                                               --------------------- ---------------

                                                                                                $    3,268,000        $    2,905,000
                                                                                               ===================== ===============
</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, 2003                           $      3,097,000     $      1,075,000      $      4,172,000

Net income                                                    2,469,000              799,000             3,268,000

Distributions                                                (2,300,000)            (798,000)           (3,098,000)

Equity transfer                                                 (42,000)              42,000                     -
                                                     ---------------------  --------------------  -------------------

Balance at September 30, 2004                          $      3,224,000     $      1,118,000      $      4,342,000
                                                     =====================  ====================  ===================
</TABLE>


                            See accompanying notes.
                                       3


<PAGE>


                         PUBLIC STORAGE PROPERTIES, LTD.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                      Nine Months Ended
                                                                                        September 30,
                                                                            ------------------------------------------
                                                                                   2004                 2003
                                                                            --------------------- --------------------
  Cash flows from operating activities:
    <S>                                                                       <C>                  <C>
    Net income                                                                $     3,268,000      $     2,905,000

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

         Depreciation                                                                 214,000              395,000
         Decrease (increase) in rent and other receivables                              5,000               (9,000)
         (Increase) decrease in other assets                                          (22,000)              28,000
         Increase in accounts payable and accrued liabilities                          61,000               77,000
         Decrease in deferred revenue                                                  (2,000)              (8,000)
                                                                            --------------------- --------------------

             Total adjustments                                                        256,000              483,000
                                                                            --------------------- --------------------

             Net cash provided by operating activities                              3,524,000            3,388,000
                                                                            --------------------- --------------------

  Cash flows from investing activities:

    Additions to real estate facilities                                               (67,000)            (166,000)
                                                                            --------------------- --------------------

             Net cash used in investing activities                                    (67,000)            (166,000)
                                                                            --------------------- --------------------

  Cash flows from financing activities:

    Distributions paid to partners                                                 (3,098,000)          (2,829,000)
                                                                            --------------------- --------------------

             Net cash used in financing activities                                 (3,098,000)          (2,829,000)
                                                                            --------------------- --------------------

  Net increase in cash and cash equivalents                                           359,000              393,000

  Cash and cash equivalents at the beginning of the period                          1,070,000              538,000
                                                                            --------------------- --------------------

  Cash and cash equivalents at the end of the period                          $     1,429,000      $       931,000
                                                                            ===================== ====================
</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 nine months  ended  September  30,  2004 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, 2003.

         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 investments  purchased with a maturity of nine months or less 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.


                                       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 such buildings are fully depreciated at September 30, 2004.

         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 September 30, 2004.

         Any real  estate  which we expect to sell or  dispose of prior to their
         previously  estimated  useful  life are  stated  at the  lower of their
         estimated net  realizable  value (less cost to sell) or their  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  $44,000 and  $54,000 for the three  months
         ended  September  30, 2004 and 2003,  respectively,  and  $160,000  and
         $186,000  for the nine  months  ended  September  30,  2004  and  2003,
         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  $2,300,000  ($115.00 per unit) and $798,000
         respectively,  for the nine months ended  September  30,  2004.  Future
         distribution  rates may be adjusted to levels  which are  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  September  30, 2004 and 2003,  the  Partnership  paid PSI
         $100,000 and $94,000, respectively. For the nine months ended September
         30, 2004 and 2003,  the  Partnership  paid PSI $290,000  and  $279,000,
         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 nine 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 $148,000  and
         $155,000  for the  three  months  ended  September  30,  2004 and 2003,
         respectively.  For the nine months ended  September  30, 2004 and 2003,
         the total expenses were $467,000 and $477,000, respectively.

         Ownership Interest 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.  As such,  Hughes  continues to act as a general partner of the
         Partnership   but  does  not   directly   receive   any   compensation,
         distributions or other consideration from 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 September 30, 2004, Hughes and members of his family own 30.5% of
         the Limited  Partnership units. PSI and its affiliates own 31.7% of the
         Limited Partnership units.


                                       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 2003 or for the nine months ended  September  30,
         2004.

         STOR-Re provided limited property and liability  insurance  coverage to
         the Partnership, PSI, and affiliates for losses occurring during policy
         periods  prior to April 1,  2004.  An  entity  wholly  owned by PSI has
         succeeded  STOR-Re with respect to policy  periods  subsequent to March
         31, 2004. STOR-Re  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 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.

5.       COMMITMENTS AND CONTINGENCIES

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

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

         The  plaintiff  in this case  filed a suit  against  PSI on behalf of a
         putative class of renters who rented  self-storage  units from the PSI.
         Plaintiff  alleges  that  the  Company  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,  PSI
         cannot  presently  determine  the  potential  damages,  if any,  or the
         ultimate  outcome of this  litigation.  On November 3, 2003,  the court
         granted the PSI's  motion to strike the  plaintiff's  nationwide  class
         allegations  and to limit any putative  class to  California  residents
         only.  PSI is vigorously  contesting the claims upon which this lawsuit
         is based including class certification efforts.

         Salaam et al v. Public  Storage,  Inc.  (filed February 2000) (Superior
         Court - Sacramento County); Holzman et al v.Public Storage, Inc. (filed
         October      2004)(Superior      Court     -     Sacramento     County)
         ----------------------------------------------------------------------

         The plaintiffs in the Salaam case are suing PSI on behalf of a putative
         class of California resident property managers who claim that they were
         not  compensated  for all the hours they worked.  The named  plaintiffs
         have  indicated that their claims total less than $20,000 in aggregate.
         On December  1, 2003,  the  California  Court of Appeals  affirmed  the
         Supreme   Court's   2002  denial  of   plaintiff's   motion  for  class
         certification.  The  affirmation  of the denial of class  certification
         does not  address  the  claim  under  the  California  Unfair  Business
         Practices Act.


                                       8


<PAGE>

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


         The  plaintiffs in the Holzman case,  who are  represented  by the same
         attorneys as the Salaam plaintiffs,  are seeking substantially the same
         claims with  additional  minor  variations  in an  acknowledged  second
         effort  to  proceed  as a class,  in  reliance  on a recent  California
         Supreme Court case. The plaintiffs have not yet identified an aggregate
         value of their claims which, on an individual  basis,  are alleged wage
         losses of $4,000 or less. The  plaintiffs  also assert claims under the
         California Unfair Business Practices Act.

         The  maximum  potential  liability  for both of these  cases  cannot be
         estimated,  but can only be  increased  if claims are  permitted  to be
         brought  on behalf  of others  under  the  California  Unfair  Business
         Practices  Act or, in the  Holzman  case,  if  plaintiff  prevails on a
         motion for class certification.

         PSI is continuing  to vigorously  contest the claims in these cases and
         intends to resist any expansion beyond the named plaintiffs,  including
         by  opposing  claims on behalf of others  under the  California  Unfair
         Business  Practices Act or, in the case of the Holzman case,  for class
         certification.  The Company  cannot  presently  determine the potential
         damages, if any, or the ultimate outcome of this litigation.

         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 September 30, 2004. 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  financial
statements.

        ACCRUALS FOR OPERATING EXPENSES:  We accrue for property tax expense and
other operating  expenses based upon estimates and historical trends and current
and  anticipated  local and state  government  rules and  regulations.  If these
estimates and assumptions are incorrect,  our expenses could be misstated.  Cost
of operations, general and administrative expense, as well as television, yellow
page, and other advertising expenditures are expensed as incurred.  Accordingly,
the amounts  incurred in an interim  period may not be indicative of the amounts
to be incurred in a full year.


                                       10


<PAGE>


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

THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2003:

        Our net  income  for the  three  months  ended  September  30,  2004 was
$1,166,000 compared to $1,025,000 for the three months ended September 30, 2003,
representing an increase of $141,000 or 14%.

        Rental  income  for the  three  months  ended  September  30,  2004  was
$1,666,000 compared to $1,577,000 for the three months ended September 30, 2003,
representing  an increase of $89,000 or 6%. The increase in rental  income was a
result of  increases  in both  occupancy  and  realized  rent per  square  foot.
Weighted average  occupancy  levels at the self-storage  facilities were 93% and
91% for the three months ended September 30, 2004 and 2003, respectively. Annual
realized rent for the three months ended  September 30, 2004 increased to $13.93
per occupied  square foot  compared to $13.52 per  occupied  square foot for the
three months ended September 30, 2003.

        Cost of operations, including management fees paid to an affiliate, (see
Note 4 to the  financial  statements)  for the three months ended  September 30,
2004 was $427,000  compared to $418,000 for the three months ended September 30,
2003,  representing an increase of $9,000 or 2%. The increase was primary due to
higher repairs and maintenance expense and utilities.

        Depreciation  expense was $69,000 for the three months  ended  September
30, 2004 compared to $132,000 for the same period in 2003, a decrease of $63,000
or 48%. The decrease in depreciation expense is primarily related to the initial
development costs of buildings for many self-storage  facilities  becoming fully
depreciated.

NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2003:

        Our net  income  for the  nine  months  ended  September  30,  2004  was
$3,268,000  compared to $2,905,000 for the nine months ended September 30, 2003,
representing an increase of $363,000 or 12%.

        Rental  income  for  the  nine  months  ended  September  30,  2004  was
$4,839,000  compared to $4,623,000 for the nine months ended September 30, 2003,
representing  an increase of $216,000 or 5%. The  increase in rental  income was
the  result of higher  weighted  average  occupancy  levels and an  increase  in
realized  rent  per  square  foot.  Weighted  average  occupancy  levels  at the
self-storage facilities were 92% and 90% for the nine months ended September 30,
2004 and 2003,  respectively.  Annual  realized  rent for the nine months  ended
September  30, 2004  increased  to $13.73 per occupied  square foot  compared to
$13.40 per occupied square foot for the nine months ended September 30, 2003.

        Cost of operations, including management fees paid to an affiliate, (see
Note 4 to the financial statements) for the nine months ended September 30, 2004
was $1,325,000  compared to $1,293,000  for the nine months ended  September 30,
2003, representing an increase of $32,000 or 2%. The increase primarily consists
of increases in costs of repairs and maintenance, property tax, and utilities.

        Depreciation  expense was $214,000  for the nine months ended  September
30,  2004  compared  to  $395,000  for the same  period in 2003,  a decrease  of
$181,000 or 46%. The decrease in  depreciation  expense is primarily  related to
the initial  development  costs of buildings  for many  self-storage  facilities
becoming fully depreciated.

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

        Cash generated  from  operations  ($3,524,000  for the nine months ended
September 30, 2004) has been  sufficient to meet all current  obligations of the
Partnership.

        We paid  distributions  to the  limited and  general  partners  totaling
$2,300,000  ($115.00 per unit) and $798,000,  respectively,  for the nine months
ended September 30, 2004.  Future  distribution  rates may be adjusted to levels
which are supported by operating  cash flow after capital  improvements  and any
other necessary obligations.


                                       11


<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,  2003,  you should  consider  the
following factors in evaluating the Partnership:

        PUBLIC STORAGE HAS A SIGNIFICANT DEGREE OF CONTROL OVER THE PARTNERSHIP.

        Public Storage is general  partner and owns  approximately  31.7% of our
outstanding  Limited  Partnership  units.  As a  result,  Public  Storage  has 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.

        COMPLIANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT

        Pursuant to Section 404 of the  Sarbanes-Oxley  Act of 2002,  we will be
required to include,  in our annual  report  beginning  December 31,  2005,  our
assessment of the effectiveness of our internal control over financial reporting
and  our  audited  financial  statements  as  of  that  date.  Furthermore,  our
independent  registered  public  accounting  firm will be  required to attest to
whether  our  assessment  of the  effectiveness  of our  internal  control  over
financial  reporting is fairly statement in all material respects and separately
report on whether it believes we maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2005.

        As of September 30, 2004,  PSI, our General  Partner,  has not completed
our  assessment  of the  effectiveness  of our internal  control over  financial
reporting.  PSI believes we will meet the requirements of Section 404,  however,
if PSI  fails  to  timely  complete  their  assessment,  or if  our  independent
registered public  accounting firm cannot timely attest to their assessment,  we
could be subject to regulatory  sanctions and a loss of public confidence in our
internal  control.  In  addition,  any  failure  to  implement  new or  improved
controls,  or difficulties  encountered in their  implementation,  could have an
adverse  effect on our operating  results or cause us to fail to timely meet our
regulatory reporting obligations.

        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 the recently  enacted  legislation  and recent  ballot
initiatives  mandating medical insurance for employees of California  businesses
and members of their families beginning in 2006.

        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.


                                       12


<PAGE>


        SINCE OUR BUSINESS CONSISTS PRIMARILY OF ACQUIRING AND 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;

        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


                                       13


<PAGE>


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 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.

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 its 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.


                                       14


<PAGE>


         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.


                                       15


<PAGE>


PART II. OTHER INFORMATION

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

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

         The  plaintiff  in this case  filed a suit  against  PSI on behalf of a
 putative class of renters who rented self-storage units from the PSI. Plaintiff
 alleges  that the Company  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,  PSI
 cannot  presently  determine  the  potential  damages,  if any, or the ultimate
 outcome of this  litigation.  On November 3, 2003,  the court granted the PSI's
 motion to strike the plaintiff's  nationwide class allegations and to limit any
 putative class to California  residents only. PSI is vigorously  contesting the
 claims upon which this lawsuit is based including class certification efforts.

         Salaam et al v. Public  Storage,  Inc.  (filed February 2000) (Superior
         Court   -    Sacramento    County);    Holzman   et   al   v.    Public
         Storage, Inc. (filed October 2004) (Superior Court - Sacramento County)
         -----------------------------------------------------------------------

         The plaintiffs in the Salaam case are suing PSI on behalf of a putative
 class of  California  resident  property  managers who claim that they were not
 compensated for all the hours they worked.  The named plaintiffs have indicated
 that their claims total less than  $20,000 in  aggregate.  On December 1, 2003,
 the  California  Court of Appeals  affirmed the Supreme  Court's 2002 denial of
 plaintiff's  motion for class  certification.  The affirmation of the denial of
 class  certification  does not address the claim  under the  California  Unfair
 Business Practices Act.

         The  plaintiffs in the Holzman case,  who are  represented  by the same
 attorneys as the Salaam plaintiffs,  are seeking  substantially the same claims
 with additional minor variations in an acknowledged second effort to proceed as
 a class, in reliance on a recent California  Supreme Court case. The plaintiffs
 have  not yet  identified  an  aggregate  value of their  claims  which,  on an
 individual  basis,  are alleged wage losses of $4,000 or less.  The  plaintiffs
 also assert claims under the California Unfair Business Practices Act.

         The  maximum  potential  liability  for both of these  cases  cannot be
 estimated,  but can only be increased if claims are  permitted to be brought on
 behalf of others under the California Unfair Business  Practices Act or, in the
 Holzman case, if plaintiff prevails on a motion for class certification.

         PSI is continuing  to vigorously  contest the claims in these cases and
 intends  to resist any  expansion  beyond the named  plaintiffs,  including  by
 opposing  claims  on behalf of others  under  the  California  Unfair  Business
 Practices Act or, in the case of the Holzman case, for class certification. The
 Company  cannot  presently  determine  the  potential  damages,  if any, or the
 ultimate outcome of this litigation.


                                       16


<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

         (a) The following Exhibits are included herein:

                   31.1  Certification  by Ronald L. Havner,  Jr. pursuant to 18
                         U.S.C. Section 1350, as adopted pursuant to section 302
                         of the Sarbanes-Oxley Act of 2002

                   31.2  Certification  by  John  Reyes  pursuant  to 18  U.S.C.
                         Section 1350, as adopted 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

         (b) Form 8-K

                   None


                                       17


<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: November 12, 2004

                                                 PUBLIC STORAGE PROPERTIES, LTD.

                                                 BY:  Public Storage, Inc.,
                                                      General Partner





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



                                       18