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

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

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

         Notes to condensed financial statements                         5

         Management's discussion and analysis of financial condition
              and results of operations                                  6-10

PART II.  OTHER INFORMATION

         (Items 1 through 5 are not applicable)

         Item 6 - Exhibits and Reports on Form 8-K                       11

<PAGE>

                              PS PARTNERS III, LTD.
                            CONDENSED BALANCE SHEETS

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


<S>                                                                                    <C>                <C>       
Cash and cash equivalents                                                               $2,913,000         $1,222,000

Rent and other receivables                                                                  29,000            133,000

Real estate facilities, at cost:
     Land                                                                                3,558,000          3,558,000
     Buildings and equipment                                                            12,951,000         12,770,000
                                                                                 ------------------------------------
                                                                                        16,509,000         16,328,000

     Less accumulated depreciation                                                      (7,164,000)        (6,659,000)
                                                                                 ------------------------------------
                                                                                         9,345,000          9,669,000

Investment in real estate entities                                                      13,840,000         14,813,000

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

                                                                                       $26,148,000        $25,857,000
                                                                                 ====================================


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


Accounts payable                                                                          $228,000           $200,000

Advance payments from renters                                                               90,000             77,000

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
                                                                                 ------------------------------------

                                                                                       $26,148,000        $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                 Nine Months Ended
                                                              September 30,                     September 30,
                                                    ---------------------------------------------------------------------
                                                          1998             1997             1998              1997
                                                    ---------------------------------------------------------------------

REVENUE:

<S>                                                      <C>              <C>            <C>               <C>       
Rental income                                              $700,000         $660,000       $2,075,000        $1,968,000
Equity in earnings of real estate entities                1,051,000          748,000        2,579,000         2,032,000
Interest income                                              41,000           14,000           91,000            29,000
                                                    ---------------------------------------------------------------------
                                                          1,792,000        1,422,000        4,745,000         4,029,000
                                                    ---------------------------------------------------------------------

COSTS AND EXPENSES:

Cost of operations                                          241,000          244,000          738,000           725,000
Management fees                                              42,000           40,000          125,000           118,000
Depreciation and amortization                               171,000          166,000          505,000           487,000
Administrative                                               42,000           41,000          127,000           119,000
                                                    ---------------------------------------------------------------------
                                                            496,000          491,000        1,495,000         1,449,000


                                                    ---------------------------------------------------------------------
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 STATEMENTS OF CASH FLOWS
                            (Restated - See Note 5)
                                   (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                                                505,000             487,000
         Decrease (increase) in rent and other receivables                            104,000              (3,000)
         (Increase) decrease in other assets                                           (1,000)             31,000
         Increase in accounts payable                                                  28,000              17,000
         Increase in advance payments from renters                                     13,000               2,000
         Equity in earnings of real estate entities                                (2,579,000)         (2,032,000)
                                                                           ---------------------------------------

             Total adjustments                                                     (1,930,000)         (1,498,000)
                                                                           ---------------------------------------

             Net cash provided by operating activities                              1,320,000           1,082,000
                                                                           ---------------------------------------

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:

         Distributions from real estate entities                                    3,552,000           2,743,000
         Additions to real estate facilities                                         (181,000)           (264,000)
                                                                           ---------------------------------------

             Net cash provided by investing activities                              3,371,000           2,479,000
                                                                           ---------------------------------------

CASH FLOWS USED IN FINANCING ACTIVITIES:

         Distributions to partners                                                 (3,000,000)         (3,000,000)
                                                                           ---------------------------------------

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

Net increase in cash and cash equivalents                                           1,691,000             561,000

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                                 $2,913,000            $850,000
                                                                           =======================================
</TABLE>
                            See accompanying notes.
                                       4

<PAGE>

                              PS PARTNERS III, LTD.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 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 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.       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:

                                                 Nine Months Ended September 30,
                                                 -------------------------------
                                                    1998               1997
                                                 -----------         -----------
  Total revenues.......................          $73,137,000        $31,822,000
  Minority interest in income..........           $8,696,000         $6,795,000
  Net income...........................          $23,703,000         $4,690,000

                                       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 reports for the
quarterly  periods on Form 10-Q/A 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 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  $700,000  compared  to  $660,000  for the  three  months  ended
September 30, 1998 and 1997, respectively,  representing an increase of $40,000,
or 6%. Cost of operations  (including  management fees) decreased $1,000, or 1%,
to $283,000  from  $284,000 for the three months  ended  September  30, 1998 and
1997,   respectively.    Accordingly,   for   the   Partnership's   wholly-owned
mini-warehouse  properties,  property net operating income increased by $41,000,
or 11%, from $376,000 to $417,000 for the three months ended  September 30, 1997
and 1998, respectively.

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

         Equity in earnings of real estate  entities was $1,051,000 in the three
months ended  September 30, 1998 as compared to $748,000 during the three months
ended September 30, 1997, representing an increase of $303,000, or 41%. 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.

                                       6

<PAGE>

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

         Depreciation and amortization increased $5,000, or 3%, from $166,000 to
$171,000 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.

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 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  $2,075,000  compared to  $1,968,000  for the nine months  ended
September 30, 1998 and 1997, respectively, representing an increase of $107,000,
or 5%. Cost of operations  (including management fees) increased $20,000, or 2%,
to $863,000 from $843,000 for the nine months ended September 30, 1998 and 1997,
respectively.  Accordingly,  for the Partnership's  wholly-owned  mini-warehouse
properties,  property net  operating  income  increased by $87,000,  or 8%, from
$1,125,000 to $1,212,000 for the nine months ended  September 30, 1997 and 1998,
respectively.

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

         Equity in earnings of real estate  entities was  $2,579,000 in the nine
months ended September 30, 1998 as compared to $2,032,000 during the nine months
ended September 30, 1997, representing an increase of $547,000, or 27%. 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 $18,000,  or 4%, from $487,000
to $505,000 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.

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

         Rental income for the Mini-Warehouse Properties 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  Properties 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  Properties 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
Mini-Warehouse  Properties,  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.

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

         Rental  income  for  the  Mini-Warehouse   Properties  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 Properties 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
Properties  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
Mini-Warehouse Properties,  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.

                                       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  distributions  from real estate  entities  ($4,872,000  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  $313,000 of
capital improvements for the Partnership's wholly-owned  mini-warehouses.  Total
capital  improvements were $181,000 for the nine months ended September 30, 1998
with respect to these mini-warehouses

         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:
------------------------------

         PSI 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.

         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  complete by June 1999.  PSI
expects the  implementation of any required  solutions to be complete in advance

                                       9

<PAGE>

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 and the Joint Venture 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
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.

                                       10

<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)

                                       11