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

                                   FORM 10-Q/A

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

For the period ended June 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 balance sheets at June 30, 1998
              and December 31, 1997                                         2

         Condensed statements of income for the three
              and six months ended June 30, 1998 and 1997                   3

         Condensed statements of cash flows for the
              six months ended June 30, 1998 and 1997                       4

         Notes to condensed financial statements                            5

         Management's discussion and analysis of financial condition
              and results of operations                                     6-9

PART II.  OTHER INFORMATION

         (Items 1 through 5 are not applicable)

         Item 6 - Exhibits and Reports on Form 8-K                          10

<PAGE>

                              PS PARTNERS III, LTD.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                      June 30,        December 31,
                                                                                        1998              1997
                                                                                 ------------------------------------
                                                                                    (Unaudited)
                                                                              (Restated - See Note 5)
                                ASSETS
                                ------


<S>                                                                                    <C>                <C>       
Cash and cash equivalents                                                               $2,404,000         $1,222,000

Rent and other receivables                                                                  15,000            133,000

Real estate facilities, at cost:
     Land                                                                                3,558,000          3,558,000
     Buildings and equipment                                                            12,876,000         12,770,000
                                                                                 ------------------------------------
                                                                                        16,434,000         16,328,000

     Less accumulated depreciation                                                      (6,993,000)        (6,659,000)
                                                                                 ------------------------------------
                                                                                         9,441,000          9,669,000

Investment in real estate entities                                                      13,910,000         14,813,000

Other assets                                                                                21,000             20,000
                                                                                 ------------------------------------

                                                                                       $25,791,000        $25,857,000
                                                                                 ====================================


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


Accounts payable                                                                          $163,000           $200,000

Advance payments from renters                                                               94,000             77,000

Partners' equity:
     Limited partners' equity, $500 per unit, 128,000
       units authorized, issued and outstanding                                         25,195,000         25,240,000
     General partner's equity                                                              339,000            340,000
                                                                                 ------------------------------------

Total partners' equity                                                                  25,534,000         25,580,000
                                                                                 ------------------------------------

                                                                                       $25,791,000        $25,857,000
                                                                                 ====================================
</TABLE>
                            See accompanying notes.
                                       2

<PAGE>

                              PS PARTNERS III, LTD.
                         CONDENSED STATEMENTS OF INCOME
                             (Restated - See Note 5)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                      Three Months Ended                    Six Months Ended
                                                           June 30,                             June 30,
                                             --------------------------------------------------------------------------
                                                   1998               1997              1998               1997
                                             --------------------------------------------------------------------------

REVENUE:

<S>                                               <C>               <C>              <C>               <C>       
Rental income                                       $693,000          $668,000         $1,375,000        $1,308,000
Equity in earnings of real estate entities           859,000           707,000          1,528,000         1,284,000
Interest income                                       30,000             9,000             50,000            15,000
                                             --------------------------------------------------------------------------
                                                   1,582,000         1,384,000          2,953,000         2,607,000
                                             --------------------------------------------------------------------------

COSTS AND EXPENSES:

Cost of operations                                   266,000           239,000            497,000           481,000
Management fees                                       42,000            40,000             83,000            78,000
Depreciation and amortization                        169,000           163,000            334,000           321,000
Administrative                                        63,000            56,000             85,000            78,000
                                             --------------------------------------------------------------------------
                                                     540,000           498,000            999,000           958,000
                                             --------------------------------------------------------------------------


NET INCOME                                        $1,042,000          $886,000         $1,954,000        $1,649,000
                                             ==========================================================================

Limited partners' share of net income
     ($13.57 per unit in 1998 and
     $11.21 per unit in 1997)                                                          $1,737,000        $1,435,000
General partner's share of net income                                                     217,000           214,000
                                                                                  -------------------------------------
                                                                                       $1,954,000        $1,649,000
                                                                                  =====================================
</TABLE>
                            See accompanying notes.
                                       3

<PAGE>

                              PS PARTNERS III, LTD.
                       CONDENSED STATEMENTS OF CASH FLOWS
                             (Restated - See Note 5)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                      Six Months Ended
                                                                                          June 30,
                                                                           ---------------------------------------
                                                                                  1998                1997
                                                                           ---------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

     <S>                                                                           <C>                 <C>       
     Net income                                                                    $1,954,000          $1,649,000

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

         Depreciation and amortization                                                334,000             321,000
         Decrease in rent and other receivables                                       118,000               7,000
         (Increase) decrease in other assets                                           (1,000)             31,000
         Decrease in accounts payable                                                 (37,000)            (46,000)
         Increase in advance payments from renters                                     17,000               7,000
         Equity in earnings of real estate entities                                (1,528,000)         (1,284,000)
                                                                           ---------------------------------------

             Total adjustments                                                     (1,097,000)           (964,000)
                                                                           ---------------------------------------

             Net cash provided by operating activities                                857,000             685,000
                                                                           ---------------------------------------

CASH FLOWS PROVIDED BY  INVESTING ACTIVITIES:

         Distributions from real estate entities                                    2,431,000           1,759,000
         Additions to real estate facilities                                         (106,000)           (214,000)
                                                                           ---------------------------------------

             Net cash provided by  investing activities                             2,325,000           1,545,000
                                                                           ---------------------------------------

CASH FLOWS USED IN FINANCING ACTIVITIES:

         Distributions to partners                                                 (2,000,000)         (2,001,000)
                                                                           ---------------------------------------

             Net cash used in financing activities                                 (2,000,000)         (2,001,000)
                                                                           ---------------------------------------

Net increase in cash and cash equivalents                                           1,182,000             229,000

Cash and cash equivalents at the beginning of the period                            1,222,000             289,000
                                                                           ---------------------------------------

Cash and cash equivalents at the end of the period                                 $2,404,000            $518,000
                                                                           =======================================

</TABLE>
                            See accompanying notes.
                                       4

<PAGE>

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



1.       The accompanying  unaudited  condensed  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
         financial  statements  should be read in conjunction with the financial
         statements and related notes appearing in the Partnership's Form 10-K/A
         for the year ended December 31, 1997.

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

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

4.       In January 1997, the Joint Venture, PSI, and other related partnerships
         transferred  a total of 35  business  parks to PS  Business  Parks,  LP
         ("PSBPLP"), an operating partnership formed to own and operate business
         parks in which  PSI has a  significant  interest.  Included  among  the
         properties  transferred  was  the  Joint  Venture's  business  park  in
         exchange for a partnership  interest in PSBPLP.  The general partner of
         PSBPLP is PS Business Parks, Inc.

5.       Previously,  the  Partnership  consolidated  the Joint  Venture  in its
         financial statements.  The accompanying  financial statements have been
         restated to de-consolidate  the Joint Venture.  This restatement had no
         impact upon net income or Partner's Equity.

6.       Summarized  combined  financial  data with  respect to the Real  Estate
         Entities is as follows:

                                                     Six Months Ended June 30,
                                                   -----------------------------
                                                      1998              1997
                                                   -----------       -----------
  Total revenues.............................      $43,373,000       $19,802,000
  Minority interest in income................       $5,683,000        $4,392,000
  Net income.................................      $12,904,000        $2,761,000

                                       5

<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/A for the fiscal  year ended  December  31,  1997 and in the report for the
quarterly period on Form 10-Q/A for the quarter ended March 31, 1998.

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

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

         The  Partnership's  net income for the three months ended June 30, 1998
was  $1,042,000  compared to $886,000  for the three months ended June 30, 1997,
representing an increase of $156,000,  or 18%. The increase was primarily due to
the  Partnership's  share of  improved  property  operations  at the real estate
facilities  that the Partnership has an interest in, combined with a decrease in
depreciation  expense  allocated  to the  Partnership  with respect to the Joint
Venture.

Property Operations
-------------------

      Rental income for the Partnership's wholly-owned mini-warehouse properties
was  $693,000  compared to $668,000 for the three months ended June 30, 1998 and
1997,  respectively,  representing  an  increase of  $25,000,  or 3.7%.  Cost of
operations  (including  management fees) increased $29,000,  or 10%, to $308,000
from  $279,000 for the three months ended June 30, 1998 and 1997,  respectively.
Accordingly,  for  the  Partnership's  wholly-owned  mini-warehouse  properties,
property  net  operating  income  decreased by $4,000,  or 1%, from  $389,000 to
$385,000 for the three months ended June 30, 1997 and 1998, respectively.

Equity in Earnings of Real Estate Entities
------------------------------------------

         Equity in earnings of real estate  entities  was  $859,000 in the three
months ended June 30, 1998 as compared to $707,000 during the three months ended
June 30,  1997,  representing  an increase  of  $152,000,  or 22%.  This was due
primarily to the Partnership's share of operating results at the Joint Venture's
mini-warehouses,  combined with a decrease in depreciation  expense allocated to
the Partnership with respect to the Joint Venture.

                                       6

<PAGE>

Depreciation and Amortization
-----------------------------

         Depreciation and amortization increased $6,000, or 4%, from $163,000 to
$169,000 for the three months ended June 30, 1997 and 1998,  respectively.  This
increase was primarily  attributable to the depreciation of capital expenditures
made during 1997 and 1998.

SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997:

         The Partnership's net income for the six months ended June 30, 1998 was
$1,954,000  compared  to  $1,649,000  for the six months  ended  June 30,  1997,
representing an increase of $305,000,  or 19%. The increase was primarily due to
the  Partnership's  share of  improved  property  operations  at the real estate
facilities  that the Partnership has an interest in, combined with a decrease in
depreciation  expense  allocated  to the  Partnership  with respect to the Joint
Venture.

Property Operations
-------------------

         Rental  income  for  the  Partnership's   wholly-owned   mini-warehouse
properties was  $1,375,000  compared to $1,308,000 for the six months ended June
30, 1998 and 1997,  respectively,  representing  an increase of $67,000,  or 5%.
Cost of operations  (including  management  fees)  increased  $21,000,or  4%, to
$580,000  from  $559,000  for the six  months  ended  June 30,  1998  and  1997,
respectively.  Accordingly,  for the Partnership's  wholly-owned  mini-warehouse
properties,  property net  operating  income  increased by $46,000,  or 6%, from
$749,000  to  $795,000  for the  six  months  ended  June  30,  1997  and  1998,
respectively.

Equity in Earnings of Real Estate Entities
------------------------------------------

         Equity in earnings of real estate  entities was  $1,528,000  in the six
months ended June 30, 1998 as compared to $1,284,000 during the six months ended
June 30,  1997,  representing  an increase  of  $244,000,  or 19%.  This was due
primarily to the Partnership's  share of improved operating results at the Joint
Venture's  mini-warehouses  combined  with a decrease  in  depreciation  expense
allocated to the Partnership with respect to the Joint Venture.

Depreciation and Amortization
-----------------------------

         Depreciation and amortization  increased $13,000,  or 4%, from $321,000
to $334,000 for the six months ended June 30, 1997 and 1998, respectively.  This
increase was primarily  attributable to the depreciation of capital expenditures
made during 1997 and 1998.

                                       7

<PAGE>

SUPPLEMENTAL PROPERTY DATA
--------------------------

         Most of the Partnership's net income is from the Partnership's share of
the operating results of the Mini-Warehouse  Properties.  Therefore, in order to
evaluate the Partnership's  operating results,  the General Partners analyze the
operating performance of the Mini-Warehouse Properties.

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

         Rental income for the Mini-Warehouse Properties was $3,978,000 compared
to $3,831,000  for the three months ended June 30, 1998 and 1997,  respectively,
representing  an increase of $147,000,  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 Properties was $.61 compared to $.58
for the three  months ended June 30, 1998 and 1997,  respectively.  The weighted
average occupancy levels at the Mini-Warehouse Properties remained stable at 90%
for the three months ended June 30, 1997 and 1998. Cost of operations (including
management fees) increased $85,000, or 6%, to $1,546,000 from $1,461,000 for the
three  months  ended June 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),  property  tax, and office
expenses. Accordingly, for the Mini-Warehouse Properties, property net operating
income increased by $62,000,  or 3%, from $2,370,000 to $2,432,000 for the three
months ended June 30, 1997 and 1998, respectively.

SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997:

         Rental income for the Mini-Warehouse Properties was $7,824,000 compared
to  $7,537,000  for the six months  ended June 30, 1998 and 1997,  respectively,
representing  an increase of $287,000,  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 Properties was $.60 compared to $.58
for the six months  ended June 30,  1998 and 1997,  respectively.  The  weighted
average occupancy levels at the Mini-Warehouse Properties remained stable at 89%
for the six months ended June 30, 1997 and 1998.  Cost of operations  (including
management fees) increased $60,000, or 2%, to $3,050,000 from $2,990,000 for the
six  months  ended  June 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,
partially  offset  by a  decrease  in  payroll  expense.  Accordingly,  for  the
Mini-Warehouse Properties,  property net operating income increased by $227,000,
or 5%, from  $4,547,000 to $4,774,000 for the six months ended June 30, 1997 and
1998, respectively.

                                       8

<PAGE>

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
and distribution from real estate entities  ($3,288,000 for the six months ended
June 30,  1998)  has been  sufficient  to meet all  current  obligations  of the
Partnership.

         During 1998,  the  Partnership  anticipates  approximately  $313,000 of
capital  improvements  for  its  wholly-owned  mini  warehouses.  Total  capital
improvements  were  $106,000 for the six months ended June 30, 1998 with respect
to these properties.

         The Partnership paid  distributions to the limited and general partners
totaling  $1,782,000  ($13.92 per unit) and $218,000,  respectively,  during the
first six 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.

                                       9

<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: March 18, 1999



                                   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)

                                       10