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, 1998
                     ------------------

                                       or

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

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

Commission File Number 0-13479
                       -------

                              PS PARTNERS III, LTD.
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               California                                       95-3920904
---------------------------------------------            -----------------------
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                       Identification Number)


           701 Western Avenue
          Glendale, California                                 91201-2394
---------------------------------------------            -----------------------
(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.

                                    Yes X No
                                       ---  ---

<PAGE>

                                      INDEX


PART I.   FINANCIAL INFORMATION

Condensed consolidated balance sheets at September 30, 1998
     and December 31, 1997                                                2

Condensed consolidated statements of income for the three
     and nine months ended September 30, 1998 and 1997                    3

Condensed consolidated statements of cash flows for the
     nine months ended September 30, 1998 and 1997                        4-5

Notes to condensed consolidated financial statements                        6

Management's discussion and analysis of financial condition
     and results of operations                                            7-11

PART II.  OTHER INFORMATION

(Items 1 through 5 are not applicable)

Item 6 - Exhibits and Reports on Form 8-K                                 12

<PAGE>

                              PS PARTNERS III, LTD.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                           September 30,      December 31,
                                                                               1998              1997
                                                                          ---------------------------------
                                                                           (Unaudited)

                                     ASSETS


<S>                                                                          <C>                <C>        
Cash and cash equivalents                                                    $ 3,260,000        $ 1,455,000

Rent and other receivables                                                       172,000            244,000

Real estate facilities, at cost:
   Land                                                                       13,856,000         13,856,000
   Buildings and equipment                                                    69,737,000         68,931,000
                                                                          ---------------------------------
                                                                              83,593,000         82,787,000

   Less accumulated depreciation                                             (37,670,000)       (35,058,000)
                                                                          ---------------------------------
                                                                              45,923,000         47,729,000

Investment in real estate entity                                               5,666,000          5,608,000

Other assets                                                                     145,000            144,000
                                                                          ---------------------------------

                                                                            $ 55,166,000       $ 55,180,000
                                                                          =================================


                        LIABILITIES AND PARTNERS' EQUITY


Accounts payable                                                             $ 1,035,000          $ 932,000

Advance payments from renters                                                    503,000            476,000

Minority interest in general partnerships                                     27,798,000         28,192,000

Partners' equity:
   Limited partners' equity, $500 per unit, 128,000
      units authorized, issued and outstanding                                25,488,000         25,240,000
   General partner's equity                                                      342,000            340,000
                                                                          ---------------------------------

Total partners' equity                                                        25,830,000         25,580,000
                                                                          ---------------------------------

                                                                            $ 55,166,000       $ 55,180,000
                                                                          =================================
</TABLE>
                            See accompanying notes.
                                       2

<PAGE>

                              PS PARTNERS III, LTD.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                            Three Months Ended                 Nine Months Ended
                                                               September 30,                     September 30,
                                                   ---------------------------------------------------------------------
                                                           1998             1997             1998              1997
                                                   ---------------------------------------------------------------------

REVENUE:

<S>                                                    <C>              <C>             <C>               <C>         
Rental income                                          $ 4,065,000      $ 3,929,000     $ 11,889,000      $ 11,466,000
Equity in income of real estate entity                     122,000           91,000          347,000           268,000
Interest income                                             41,000           14,000           91,000            29,000
                                                   ---------------------------------------------------------------------
                                                         4,228,000        4,034,000       12,327,000        11,763,000
                                                   ---------------------------------------------------------------------

COSTS AND EXPENSES:

Cost of operations                                       1,339,000        1,247,000        3,917,000         3,785,000
Management fees                                            241,000          236,000          713,000           688,000
Depreciation and amortization                              881,000          838,000        2,612,000         2,481,000
Administrative                                              42,000           41,000          127,000           119,000
                                                   ---------------------------------------------------------------------
                                                         2,503,000        2,362,000        7,369,000         7,073,000
                                                   ---------------------------------------------------------------------

Income before minority interest                          1,725,000        1,672,000        4,958,000         4,690,000

Minority interest in income                               (429,000)        (741,000)      (1,708,000)       (2,110,000)
                                                   ---------------------------------------------------------------------

NET INCOME                                             $ 1,296,000        $ 931,000      $ 3,250,000       $ 2,580,000
                                                   =====================================================================

Limited partners' share of net income
   ($22.81 per unit in 1998 and
   $17.63 per unit in 1997)                                                              $ 2,920,000       $ 2,257,000
General partner's share of net income                                                        330,000           323,000
                                                                                     -----------------------------------
                                                                                         $ 3,250,000       $ 2,580,000
                                                                                     ===================================
</TABLE>
                            See accompanying notes.
                                       3

<PAGE>

                              PS PARTNERS III, LTD.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                   Nine Months Ended
                                                                                     September 30,
                                                                          -----------------------------------
                                                                                1998                1997
                                                                          -----------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

   <S>                                                                       <C>                 <C>        
   Net income                                                                $ 3,250,000         $ 2,580,000

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

       Depreciation and amortization                                           2,612,000           2,481,000
       Decrease (increase) in rent and other receivables                          72,000              (1,000)
       (Increase) decrease in other assets                                        (1,000)            132,000
       Increase (decrease) in accounts payable                                   103,000             (97,000)
       Increase (decrease) in advance payments from renters                       27,000             (45,000)
       Equity income in real estate entity                                      (347,000)           (268,000)
       Minority interest in income                                             1,708,000           2,110,000
                                                                          -----------------------------------

         Total adjustments                                                     4,174,000           4,312,000
                                                                          -----------------------------------

         Net cash provided by operating activities                             7,424,000           6,892,000
                                                                          -----------------------------------

CASH FLOWS USED IN INVESTING ACTIVITIES:

   Distributions from real estate entity                                         289,000                   -
   Investment in real estate entity                                                    -             (11,000)
   Additions to real estate facilities                                          (806,000)         (1,132,000)
                                                                          -----------------------------------

         Net cash used in investing activities                                  (517,000)         (1,143,000)
                                                                          -----------------------------------

CASH FLOWS USED IN FINANCING ACTIVITIES:

   Distributions to holder of minority interest                               (2,102,000)         (2,102,000)
   Distributions to partners                                                  (3,000,000)         (3,000,000)
                                                                          -----------------------------------

         Net cash used in financing activities                                (5,102,000)         (5,102,000)
                                                                          -----------------------------------

Net increase in cash and cash equivalents                                      1,805,000             647,000

Cash and cash equivalents at the beginning of the period                       1,455,000             529,000
                                                                          -----------------------------------

Cash and cash equivalents at the end of the period                           $ 3,260,000         $ 1,176,000
                                                                          ===================================
</TABLE>
                            See accompanying notes.
                                       4

<PAGE>

                              PS PARTNERS III, LTD.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                      Nine Months Ended
                                                                                        September 30,
                                                                             -----------------------------------
                                                                                   1998              1997
                                                                             -----------------------------------


Supplemental schedule of noncash investing and financing activities:


   <S>                                                                             <C>         <C>          
   Investment in real estate entity                                                $ -         $ (5,399,000)

   Transfer of real estate facilities for interest in 
     real estate entity, net                                                         -            5,399,000    

</TABLE>
                            See accompanying notes.
                                        5

<PAGE>

                              PS PARTNERS III, LTD.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1998
                                   (UNAUDITED)

1.   The accompanying unaudited condensed consolidated financial statements have
     been prepared  pursuant to the rules and  regulations of the Securities and
     Exchange Commission.  Certain information and footnote disclosures normally
     included in financial  statements  prepared in  accordance  with  generally
     accepted  accounting  principles have been condensed or omitted pursuant to
     such  rules  and  regulations,   although   management  believes  that  the
     disclosures contained herein are adequate to make the information presented
     not misleading. These unaudited condensed consolidated 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, 1997.

2.   In  the  opinion  of  management,   the  accompanying  unaudited  condensed
     consolidated  financial  statements reflect all adjustments,  consisting of
     only  normal  accruals,  necessary  to  present  fairly  the  Partnership's
     financial position at September 30, 1998, the results of operations for the
     three and nine months ended  September 30, 1998 and 1997 and cash flows for
     the nine months then ended.

3.   The results of operations for the three and nine months ended September 30,
     1998 are not  necessarily  indicative of the results to be expected for the
     full year.

4.   The City of Manchester,  Airport Authority ("Airport Authority") intends to
     acquire  the  Partnership's  Manchester,  New  Hampshire  property  through
     exercise of its right of eminent domain or pursuant to a conveyance in lieu
     of an exercise of such power. The Airport Authority intends to construct an
     extension of its runways,  and relocate an adjoining  road. The Partnership
     is  currently  negotiating  with the  Airport  Authority  to  determine  an
     equitable  reparation  settlement.  The Partnerhsip does not anticipate the
     recognition of a loss as a result of the taking.

     The  State  of  Texas,  Department  of  Transportation  ("Texas")  and  the
     Partnership have agreed in principle on the terms of a proposed conveyance,
     in lieu of an exercise of the State's  right of eminent  domain of a parcel
     of land at the Partnership's East Ben White, Austin, Texas property.  Texas
     intends  to use the  parcel  of land for road  expansion.  The  Partnership
     anticipates the transaction  will be completed during the fourth quarter of
     1998. The  Partnership  does not anticipate the  recognition of a loss as a
     result of the partial taking.

                                        6

<PAGE>

                              PS PARTNERS III, LTD.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements
--------------------------

     Management's  Discussion and Analysis of Financial Condition and Results of
Operations   contains  "forward  looking"  statements  that  involve  risks  and
uncertainties  and are based upon a number of  assumptions.  Actual  results and
trends may differ  materially  depending  upon a number of factors.  Information
regarding these factors is contained in the Partnership's  Annual Report on Form
10-K for the fiscal  year ended  December  31,  1997 and in the  reports for the
quarterly  periods on Form 10-Q for the  quarters  ended March 31, 1998 and June
30, 1998.

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

THREE MONTHS ENDED  SEPTEMBER 30, 1998 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 1997:

     The  Partnership's net income for the three months ended September 30, 1998
was  $1,296,000  compared to $931,000 for the three months ended  September  30,
1997,  representing an increase of $365,000,  or 39%. The increase was primarily
due to decreased  minority  interest in income for those properties held jointly
with PSI, an increase in property  operations at the  Partnership's  real estate
facilities, and an increase in interest income.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$4,065,000  compared to $3,929,000 for the three months ended September 30, 1998
and 1997,  respectively,  representing  an  increase  of  $136,000,  or 3%.  The
increase in rental income was primarily  attributable to increased rental rates,
partially  offset by decreased  average  occupancy  levels.  The monthly average
realized  rent  per  square  foot  for the  mini-warehouse  facilities  was $.62
compared  to $.59 for the  three  months  ended  September  30,  1998 and  1997,
respectively.  The  weighted  average  occupancy  levels  at the  mini-warehouse
facilities  decreased to 90% from 92% for the three months ended  September  30,
1998 and 1997,  respectively.  Cost of operations  (including  management  fees)
increased  $97,000,  or 7%, to $1,580,000  from  $1,483,000 for the three months
ended  September  30, 1998 and 1997,  respectively.  The increase was  primarily
attributable to increases in advertising and promotion (due primarily to the PSI
national  telephone  reservation  center),  payroll,  and property tax expenses.
Accordingly,  for the  Partnership's  mini-warehouse  operations,  property  net
operating income increased by $39,000,  or 2%, from $2,446,000 to $2,485,000 for
the three months ended September 30, 1997 and 1998, respectively.

     Interest income increased $27,000, or 193%, from $14,000 to $41,000 for the
three months ended September 30, 1997 and 1998, respectively.  This increase was
primarily attributable to increased average invested cash balances.

                                       7

<PAGE>

     Depreciation and amortization  increased  $43,000,  or 5%, from $881,000 to
$838,000 for the three months ended  September 30, 1997 and 1998,  respectively.
This  increase  was  primarily  attributable  to  the  depreciation  of  capital
expenditures made during 1997 and 1998.

         Minority  interest in income  decreased  $312,000,  or 42%, to $429,000
from  $741,000  for  the  three  months  ended  September  30,  1998  and  1997,
respectively.  This decrease was  primarily  attributable  to the  allocation of
depreciation and  amortization  expense  (pursuant to the partnership  agreement
with respect to those real estate  facilities  which are jointly owned with PSI)
to PSI of $493,000  for the three months ended  September  30, 1998  compared to
$147,000  for the same  period  in 1997,  partially  offset  by an  increase  in
operations at the Partnership's real estate facilities owned jointly with PSI.

NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1997:

     The  Partnership's  net income for the nine months ended September 30, 1998
was $3,250,000  compared to $2,580,000  for the nine months ended  September 30,
1997,  representing an increase of $670,000,  or 26%. The increase was primarily
due to decreased  minority  interest in income for those properties held jointly
with PSI, an increase in property  operations at the  Partnership's  real estate
facilities, and an increase in interest income.

     Rental  income  for  the   Partnership's   mini-warehouse   operations  was
$11,889,000 compared to $11,466,000 for the nine months ended September 30, 1998
and 1997,  respectively,  representing  an  increase  of  $423,000,  or 4%.  The
increase in rental income was primarily  attributable to increased rental rates.
The  monthly  average  realized  rent per  square  foot  for the  mini-warehouse
facilities  was $.61  compared to $.58 for the nine months ended  September  30,
1998 and  1997,  respectively.  The  weighted  average  occupancy  levels at the
mini-warehouse  facilities  remained  stable  at 90% for the nine  months  ended
September 30, 1997 and 1998.  Cost of  operations  (including  management  fees)
increased  $157,000,  or 4%, to $4,630,000  from  $4,473,000 for the nine months
ended  September  30, 1998 and 1997,  respectively.  The increase was  primarily
attributable to increases in advertising and promotion (due primarily to the PSI
national telephone  reservation center) and property tax expenses.  Accordingly,
for the Partnership's  mini-warehouse operations,  property net operating income
increased by $266,000,  or 4%, from $6,993,000 to $7,259,000 for the nine months
ended September 30, 1997 and 1998, respectively.

     Interest income increased $62,000, or 214%, from $29,000 to $91,000 for the
nine months ended September 30, 1997 and 1998,  respectively.  This increase was
primarily attributable to increased average invested cash balances.

                                       8

<PAGE>

     Depreciation and amortization increased $131,000, or 5%, from $2,481,000 to
$2,612,000 for the nine months ended September 30, 1997 and 1998,  respectively.
This  increase  was  primarily  attributable  to  the  depreciation  of  capital
expenditures made during 1997 and 1998.

     Minority  interest in income was  $1,708,000 in 1998 compared to $2,110,000
in 1997,  representing  a  decrease  of  $402,000,  or 19%.  This  decrease  was
primarily  attributable  to the  allocation  of  depreciation  and  amortization
expense (pursuant to the partnership agreement with respect to those real estate
facilities  which are jointly  owned with PSI) to PSI of  $988,000  for the nine
months  ended  September  30, 1998  compared to $420,000  for the same period in
1997,  partially offset by an increase in operations at the  Partnership's  real
estate facilities owned jointly with PSI.

Liquidity and Capital Resources
-------------------------------

     The  Partnership  has adequate  sources of cash to finance its  operations,
both on a short-term and long-term  basis,  primarily from internally  generated
cash from property operations and cash reserves.  Cash generated from operations
($7,424,000 for the nine months ended September 30, 1998) has been sufficient to
meet all current obligations of the Partnership.

     During  1998,  the  Partnership  anticipates  approximately  $1,227,000  of
capital  improvements (of which $379,000  represents PSI's joint venture share).
Total capital improvements were $806,000 for the nine months ended September 30,
1998 of which $548,000 represents the Partnership's share.

     The  Partnership  paid  distributions  to the limited and general  partners
totaling  $2,673,000  ($20.88 per unit) and $327,000,  respectively,  during the
first nine months of 1998. Future  distribution  rates may be adjusted to levels
which are supported by operating  cash flow after capital  improvements  and any
other necessary obligations.

Impact of the Year 2000 Issue
-----------------------------

     Public Storage, Inc. ("PSI"), the general partner and property manager, has
completed an  assessment  of all of its hardware  and software  applications  to
identify  susceptibility  to what is  commonly  referred  to as the "Y2K  Issue"
whereby certain computer programs have been written using two digits rather than
four to define the applicable  year. Any of PSI's computer  programs or hardware
with the Y2K Issue that have  date-sensitive  applications or embedded chips may
recognize  a date  using  "00" as the year  1900  rather  than  the  year  2000,
resulting  in   miscalculations   or  system  failure  causing   disruptions  of
operations.

                                       9

<PAGE>

     Many of PSI's critical  applications,  relative to the direct management of
properties,  have  recently been replaced and PSI believes they are already Year
2000 compliant.  PSI has an implementation in process on the remaining  critical
applications,  including  its  general  ledger  and  related  systems,  that are
believed to have Y2K Issues.  PSI expects the  implementation  to be complete by
June  1999.  Contingency  plans  have  been  developed  for  use in  case  PSI's
implementations  are not  completed  on a  timely  basis.  While  PSI  presently
believes  that the impact of the Y2K Issue on its systems can be  mitigated,  if
the plan for ensuring Year 2000  compliance  and the related  contingency  plans
were  to  fail,  be  insufficient,  or not be  implemented  on a  timely  basis,
operations of the Partnership could be materially impacted.

     Certain of PSI's other non-computer related systems that may be impacted by
the Y2K Issue, such as security systems, are currently being evaluated,  and PSI
expects  the   evaluation  to  be  completed  by  June  1999.  PSI  expects  the
implementation  of any required  solutions to be complete in advance of December
31, 1999. PSI has not fully evaluated the impact of lack of Year 2000 compliance
on these  systems,  but has no reason to believe that lack of  compliance  would
materially impact the operations of the Partnership.

     The Partnership  exchanges  electronic data with certain outside vendors in
the banking and payroll  processing areas. PSI has been advised by these vendors
that their systems are or will be Year 2000 compliant,  but has requested a Year
2000 compliance certification from these entities. PSI is not aware of any other
vendors,  suppliers,  or other  external  agents  with a Y2K  Issue  that  would
materially impact the Partnership's results of operations, liquidity, or capital
resources.  However,  PSI has no means of ensuring that external  agents will be
Year 2000  compliant,  and there can be no assurance  that the  Partnership  has
identified  all such  external  agents.  The  inability  of  external  agents to
complete their Year 2000 compliance process in a timely fashion could materially
impact the Partnership.  The effect of  non-compliance by external agents is not
determinable.

     The total cost of PSI's Year 2000 compliance  activities  (which  primarily
consists of the costs of new systems) will be allocated to all entities that use
the PSI  computer  systems.  The amount to be allocated  to the  Partnership  is
estimated at approximately $164,000. These costs are capitalized.

     The costs of the projects  and the date on which PSI believes  that it will
be Year 2000  compliant are based upon  management's  best  estimates,  and were
derived  utilizing  numerous  assumptions  of  future  events.  There  can be no
assurance that these estimates will be achieved, and actual results could differ

                                       10

<PAGE>

materially  from  those  anticipated.  There  can be no  assurance  that PSI has
identified all potential Y2K Issues either within PSI and the  Partnership or at
external  agents.  In  addition,  the  impact of the Y2K  Issue on  governmental
entities and utility  providers and the resultant impact on the Partnership,  as
well as  disruptions  in the  general  economy,  may be  material  but cannot be
reasonably determined or quantified.

                                       11

<PAGE>

                           PART II. OTHER INFORMATION

ITEMS 1 through 5 are not applicable.

Item 6   Exhibits and Reports on Form 8-K

         (a)      The following Exhibits are included herein:

                  (27)     Financial Data Schedule

         (b)      Reports on Form 8-K

                  None

                                   SIGNATURES

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


                             DATED: November 13, 1998

                                    PS PARTNERS III, LTD.

                             BY:    Public Storage, Inc.
                                    General Partner

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

                                       12