CERTIFICATE OF DETERMINATION
                                       OF
                             EQUITY STOCK, SERIES AA
                                       OF
                              PUBLIC STORAGE, INC.

            [As Filed in the Office of the Secretary of State of the
                      State of California November 4, 1999]


                  The  undersigned,  David Goldberg and Sarah Hass,  Senior Vice
President and Secretary,  respectively,  of PUBLIC  STORAGE,  INC., a California
corporation, do hereby certify:

                  FIRST:   The  Restated   Articles  of   Incorporation  of  the
Corporation  authorize the issuance of  200,000,000  shares of stock  designated
"equity shares," issuable from time to time in one or more series, and authorize
the Board of Directors to fix the number of shares constituting any such series,
and to determine or alter the dividend rights, dividend rate, conversion rights,
voting  rights,   right  and  terms  of  redemption   (including   sinking  fund
provisions),  the redemption  price or prices and the liquidation  rights of any
wholly  unissued  series  of such  equity  shares,  and  the  number  of  shares
constituting any such series.

                  SECOND:  The Board of  Directors of the  corporation  did duly
adopt the resolutions  attached hereto as Exhibit A and  incorporated  herein by
reference  authorizing  and  providing  for the  creation  of a series of equity
shares to be known as Equity Stock,  Series AA, consisting of 225,000 shares, no
shares of such series having been issued.

                  We further  declare under penalty of perjury under the laws of
the State of California that the matters set forth in this  certificate are true
and correct of our own knowledge.

                  IN  WITNESS  WHEREOF,   the  undersigned  have  executed  this
certificate this 4th day of November, 1999.


                                                     /S/ DAVID GOLDBERG
                                                     --------------------------
                                                     David Goldberg
                                                     Senior Vice President


                                                     /S/ SARAH HASS
                                                     --------------------------
                                                     Sarah Hass
                                                     Secretary

<PAGE>


                                                                       EXHIBIT A

                     RESOLUTION OF THE BOARD OF DIRECTORS OF
                              PUBLIC STORAGE, INC.

                            ESTABLISHING A SERIES OF
                             EQUITY STOCK, SERIES AA


         RESOLVED,  that pursuant to the authority  conferred  upon the Board of
Directors  by Article  III of the  Restated  Articles of  Incorporation  of this
Corporation,  there is  hereby  established  a series of the  authorized  equity
shares of this  Corporation  having a par value of $.01 per share,  which series
shall be  designated  "Equity  Stock,  Series AA," and shall  consist of 225,000
Shares (in the aggregate,  the "Shares," individually,  a "Share"), all of which
shall have the following rights:

         (a) DIVIDEND RIGHTS.

                  (1) Dividends  shall be payable in cash on each Share when, as
and if  declared  by the  Board of  Directors,  out of funds  legally  available
therefor,  at the rate of ten (10) times the per share  dividends  on the Common
Shares (as hereinafter defined), but not to exceed $8.80 per Share per year.

                  (2) Unless  dividends on all  outstanding  "Senior Shares" (as
hereinafter  defined)  have been or  contemporaneously  are paid in full for the
latest dividend period ending  contemporaneously with or prior to the end of the
period for which a dividend is to be paid on the Shares, and, to the extent such
Senior Shares have cumulative  dividend rights,  for all prior dividend periods,
no dividend or other distribution shall be paid on the Shares for such period.

         (b) LIQUIDATION.

                  (1) In the event of any voluntary or involuntary  liquidation,
dissolution, or winding up of the Corporation,

                    (i) The  holders of the Shares are not  entitled  to receive
any  liquidation  in  respect  of the Shares  until the  respective  liquidation
preferences in respect of all Senior Shares, if any, have been paid in full;

                    (ii) After the respective liquidation preferences in respect
of all Senior Shares,  if any, have been paid in full, any  participation in the
distribution of the assets of the Corporation by the holders of the Shares shall
be on a basis that  causes  the  amount  paid in respect of each Share to be the
lesser of (i) ten (10) times the amount paid in respect of each Common  Share or
(ii) $100.00 per Share.

                  (2) For purposes of liquidation  rights, a reorganization  (as
defined in Section 181 of the California  Corporations Code) or consolidation or
merger of the Corporation with or into any other  corporation or corporations or
a sale of all or  substantially  all of the assets of the  Corporation  shall be
deemed not to be a liquidation, dissolution or winding up of the Corporation.

         (c) REDEMPTION.  Except as herein specifically provided, the Shares are
not redeemable.  If the Board of Directors shall, at any time and in good faith,
be of the opinion that  ownership of  securities of the  Corporation  has or may
become  concentrated  to  an  extent  that  may  prevent  the  Corporation  from
qualifying as a real estate  investment  trust under the REIT  Provisions of the
Internal  Revenue  Code (as  hereinafter  defined),  then the Board of Directors
shall have the power to prevent the transfer of and/or to call for redemption of
the Shares, if required,  in the opinion of the Board of Directors,  to maintain
or bring the direct or  indirect  ownership  thereof  into  conformity  with the
requirements of the REIT Provisions of the Internal Revenue Code. The redemption
price to be paid for each Share, if so called for redemption,  on the date fixed
for  redemption,  shall be $100.00 per Share.  From and after the date fixed for
redemption by the Board of  Directors,  the holders of the Shares shall cease to

<PAGE>

be entitled to any distributions, voting rights, and other benefits with respect
to the  Shares,  other  than  the  right  to  payment  of the  redemption  price
determined as aforesaid.  "REIT  Provisions of the Internal  Revenue Code" shall
mean Sections 856 through 860 of the Internal  Revenue Code of 1986, as amended.
In order to exercise the redemption  option set forth above, with respect to the
Shares, the Corporation shall give notice of redemption to the record holders of
the Shares at least 10 days prior to such  redemption  date, to the addresses of
such  holders  as the same  shall  appear on the stock  transfer  records of the
Corporation.  Such notice shall state (i) the redemption date and (ii) the place
or places  where the  certificates  for the  Shares  are to be  surrendered  for
payment of the redemption price.

         (d) VOTING  RIGHTS.  The record owners of the Shares shall not have any
voting power either general or special, except as required by California law.

         (e) CONVERSION.  The Shares shall not be convertible into shares of any
other class or series of capital stock of the Corporation.

         (f)  ADJUSTMENTS.  If the  Corporation  shall  subdivide or combine its
outstanding  Common Shares into a greater or smaller number of Common Shares, or
shall set a record date for the purpose of  entitling  the holders of any of its
Common  Shares to receive a  dividend  or other  distribution  payable in Common
Shares, then in each case (i) the outstanding Shares shall, as appropriate,  (A)
be  subdivided  or  combined  in the same  proportion  as the Common  Shares are
subdivided  or  combined  or (B)  receive  the same  proportionate  dividend  or
distribution  payable  in Shares as paid or issued  with  respect  to the Common
Shares and (ii) the per Share amounts  specified herein as the maximum dividends
per  year,  the  maximum  liquidation  distribution  and  the  redemption  price
(applicable in the limited circumstances in which redemption is permitted) shall
be adjusted so that the total of each such amount for all outstanding  Shares is
the same  immediately  after, as it was immediately  prior to, the  subdivision,
combination, dividend or distribution.

         (g) FUTURE ISSUANCE.  The future issuance of shares of preferred stock,
equity  stock,  or Common  Shares  shall not  require the vote or consent of the
holders of the Shares.

         (h) CERTAIN DEFINITIONS.

                  (1) "Common  Shares" shall mean shares,  outstanding as of the
date of issuance  of the  Shares,  or issued  thereafter,  of the  Corporation's
Common  Stock,  par value  $.10 per  share  (together  with any other  shares of
capital stock into which such shares shall be reclassified).

                  (2)  "Senior  Shares"  shall  mean any  shares of stock of the
Corporation,  exclusive  of the  Shares,  the  Common  Shares  and shares of the
Corporation's  Class B Common Stock, which (i) are outstanding as of the date of
issuance of the Shares or (ii) are issued  subsequent to the date of issuance of
the Shares,  on terms which do not provide  that they are on a parity  with,  or
junior to, the Shares as to dividends and as to the  distribution of assets upon
any  voluntary  or  involuntary  liquidation,  dissolution  or winding up of the
Corporation.  Senior Shares shall include,  but not be limited to, all series of
preferred stock of the Corporation now outstanding or hereafter issued.