Exhibit 10.46

                    SECOND AMENDMENT TO AMENDED AND RESTATED
                       AGREEMENT OF LIMITED PARTNERSHIP OF
                        PSA INSTITUTIONAL PARTNERS, L.P.,
                        A CALIFORNIA LIMITED PARTNERSHIP


       This Second  Amendment  (the  "AMENDMENT")  to the  Amended and  Restated
Agreement  of  Limited  Partnership  of  PSA  Institutional  Partners,  L.P.,  a
California Limited  Partnership dated March 29, 2000 as amended by the Amendment
to Amended and Restated  Agreement of Limited  Partnership of PSA  Institutional
Partners,  L.P.,  dated as of August 11, 2000 (the  "PARTNERSHIP  AGREEMENT") is
made and entered into as of March 22, 2004 (the "EFFECTIVE DATE") with reference
to the following facts:

       A.  Pursuant to Section  3.3 of the  Partnership  Agreement,  the General
Partner is authorized to cause the Partnership to issue certain additional units
of limited partnership interest without the consent of the Limited Partners.

       B. The General Partner has determined that it is in the best interests of
the  Partnership  to  create  a new  class  of  units,  with  the  designations,
preferences and other rights, powers and duties set forth in this Amendment,  to
be known as Series NN  Preferred  Units,  and to issue  those units as set forth
below.

       C. Unless otherwise  defined in this Amendment,  capitalized  terms shall
have the meanings given to them in the Partnership Agreement.

       The parties agree as follows:

       1. The  following  definition  shall be  inserted  into  Section 1 of the
Partnership Agreement in the appropriate alphabetical order:

        "SERIES NN PREFERRED  UNITS" means the series of  partnership  interests
        designated  as the  "6.40%  Series NN  Cumulative  Redeemable  Perpetual
        Preferred Units" entitled to the rights described in this Agreement. The
        Series NN Preferred  Units are  Exchangeable  Preferred  Units,  and the
        Corresponding  Preferred  Stock with respect to those units is the 6.40%
        Cumulative Preferred Stock, Series NN, of the Company."

       2. The definition of "PRIORITY RETURN" in the Partnership Agreement is by
inserting the following at the end of clause (i):

        "and for the Series NN  Preferred  Units an amount equal to six and four
        tenths percent (6.40%) per annum of the stated value of $25 per unit,"

In  addition,  notwithstanding  anything  to the  contrary  in  the  Partnership
Agreement,  to  reflect  the  exchange  of the  Series NN Units  created by this
amendment  as of March 22,  2004,  the  Priority  Return  relating  to the first
quarter  of 2004:  (a) for the  Series NN Units  that are issued as of that date
shall be 10/90ths of the Priority  Return that would accrue for a full  calendar


<PAGE>


quarter, and (b) for the Series N Units that are being exchanged as of that date
for the newly issued  Series NN Units shall be 80/90ths of the  Priority  Return
that would accrue for a full calendar quarter.

        3.  The  definition  of  "PARITY  PREFERRED  UNITS"  in the  Partnership
Agreement shall be amended by inserting the phrase "Series NN Preferred  Units,"
into the second sentence thereof after the phrase "Series N2 Preferred Units".

        4. On the Effective Date: (a) each of Belcrest,  Belair, Belport, Belmar
and  Belrose  Realty  Corporation  ("BELROSE")  shall  surrender  its  Series  N
Preferred Units in exchange for like amounts of newly issued Series NN Preferred
Units pursuant to the Exchange Agreement dated of even date herewith and (b) the
Partnership  shall  issue or shall  have  issued  to each of  Belcrest,  Belair,
Belport,  Belmar and Belrose  Series NN Preferred  Units in amounts equal to the
Series N Preferred  Units  surrendered by each such entity.  In order to reflect
the  surrender  of the Series N  Preferred  Units by each of  Belcrest,  Belair,
Belport, Belmar and Belrose and the issuance of the Series NN Preferred Units to
each  of  Belcrest,  Belair,  Belport,  Belmar  and  Belrose,  Exhibit  A to the
Partnership  Agreement is replaced  with EXHIBIT A in the form  attached to this
Amendment.

        5. Section 5.1.2 of the  Partnership  Agreement is amended to insert the
following language at the end of that Subsection:

         ", and to the holders of the Series NN Units until they have also
         received a one time allocation of additional Net Profit equal to the
         special distribution made to them pursuant to the proviso at the end of
         the first paragraph of Section 6.2."

        6.  Section 6.2 of the  Partnership  Agreement  is amended to insert the
following proviso at the end of the first paragraph of that Section:

         "; provided, however, that effective upon the issuance of the Series NN
         Units to be issued as of March 22, 2004, the holders of those Series NN
         Units shall receive a one time special distribution of Available Cash
         equal to $1 for each then outstanding Series NN Unit."

        7. Section 6.6.1 of the Partnership  Agreement is amended to read in its
entirety as follows:

        "6.6.1. RIGHT OF OPTIONAL REDEMPTION.  The Series N, Series O and Series
        P  Preferred  Units  may  not  be  redeemed  prior  to the  fifth  (5th)
        anniversary  of  the  issuance  date  of  the  particular  series  to be
        redeemed.  The Series NN  Preferred  Units may not be redeemed  prior to
        March 17, 2010. On or after the fifth  anniversary  of the issuance date
        of each of the Series N, Series O and Series P Preferred  Units,  and on
        or after March 17, 2010 with respect to the Series NN  Preferred  Units,
        the  Partnership  shall have the right to redeem the Series N, Series O,
        Series P or  Series NN  Preferred  Units,  respectively,  in whole or in
        part,  at any time or from time to time,  upon not less than thirty (30)
        nor more than sixty (60) days' written  notice,  at a redemption  price,
        payable  in cash,  equal to the  Liquidation  Preference  per  Series N,
        Series O,  Series P or  Series NN  Preferred  Unit to be  redeemed  (the
        "REDEMPTION PRICE"). The rights of redemption of any subsequently issued
        Parity Preferred Units shall be as designated in an amended Exhibit A to
        this Agreement.

                                       2


<PAGE>


        If  fewer  than  all of the  outstanding  Parity  Preferred  Units  of a
        particular series are to be redeemed, the units to be redeemed from that
        series  shall be  selected  pro rata (as nearly as  practicable  without
        creating fractional units)."

        8.  Section 6.7 of the  Partnership  Agreement is amended to read in its
entirety as follows:

                  "6.7 NO SINKING FUND. No sinking fund shall be established for
         the retirement or redemption of Series N, Series NN, Series O or Series
         P Preferred Units."

        9.  Section 10.3 of the  Partnership  Agreement is amended to add at the
end of that section the following Section 10.3.3:

                    10.3.3 SERIES NN PREFERRED  UNITS.  Holders of the Series NN
        Preferred  Units will not have any voting  rights or right to consent to
        any matter  requiring  the consent or approval of the Limited  Partners,
        except as set forth  below.  So long as any  Series NN  Preferred  Units
        remain  outstanding,  the Partnership shall not, without the affirmative
        vote of the  holders of at least a majority  of the Series NN  Preferred
        Units  outstanding at the time, take any of the actions  described above
        in Sections 10.2.1, 10.2.2 and 10.2.3,  treating each reference in those
        provisions  to  "Series N  Preferred  Units" as a  reference  instead to
        "Series NN Preferred Units."

        10.  Section  11.2 of the  Partnership  Agreement  is hereby  amended by
deleting the phrase  "Series N Preferred  Units" from clause (iii) of the fourth
sentence  thereof and inserting the phrase  "Series NN Preferred  Units" in lieu
thereof.

        11.  Section  12.2 of the  Partnership  Agreement  is  amended by adding
immediately after Section 12.2.2 the following Section 12.2.3:

             "12.2.3 SERIES NN PREFERRED  UNITS.  The Series NN Preferred  Units
        also  shall be  exchangeable  in the same  fashion  as are the  Series N
        Preferred  Units:  the  provisions  of Section  12.1 shall be read as if
        restated  in this  Section  12.2.3,  but as if each  reference  in those
        provisions  to "Series N Preferred  Units"  instead  were a reference to
        "Series NN  Preferred  Units," and by  treating  each  reference  to the
        "Series N  Preferred  Stock"  as a  reference  to the  6.40%  Cumulative
        Preferred Stock, Series NN, of the Company.

             In addition,  notwithstanding any provision herein to the contrary,
        so long as any Series NN  Preferred  Units  remain  outstanding,  in the
        event of the occurrence of a Covered Transaction (defined below), on the
        date such Covered  Transaction  is  completed or occurs,  the holders of
        record of the Series NN Preferred Units (acting as a whole),  shall have
        the option to cause the exchange of all of the Series NN Preferred Units
        outstanding for depositary  shares  representing  interests in Series NN
        Preferred  Stock  based on the  Exchange  Ratio (as  defined  in Section
        12.1.1) if the holders of a majority of the then  outstanding  Series NN
        Preferred  Units elect to so exchange in  accordance  with the following
        paragraph.

                                       3


<PAGE>

          The Partnership shall give written notice of a Covered  Transaction to
each of the respective  holders of record of the Series NN Preferred  Units,  at
their  respective  addresses  as they  appear  on the  transfer  records  of the
Partnership,  not  less  than  thirty  (30)  days  prior  to the  completion  or
occurrence  of a  Covered  Transaction.  Such  notice  shall  not set  forth any
non-public information concerning such Covered Transaction.  Each of the holders
of record of the Series NN Preferred  Units shall have until 5:00 p.m.  (PST) on
the fifteenth (15th) day following  receipt of such notice from the Partnership,
to give the  Partnership  notice of whether such holder votes in favor of having
the  Series NN  Preferred  Units be  exchanged  for Series NN  Preferred  Stock.
Notwithstanding any provision herein to the contrary,  with respect to a Covered
Transaction   that  arises  under  clause  (c)  of  the  definition  of  Covered
Transaction  set forth below,  in the event that the Company so fails to qualify
as a real  estate  investment  trust for any reason  other  than an  affirmative
election by the Company not to qualify, (a) the Partnership shall give notice of
the occurrence of a Covered  Transaction to each of the holders of record of the
Series NN  Preferred  Units  within 15 days after  discovery  of such failure to
qualify,  (b) each of the  holders  of record of the Series NN  Preferred  Units
shall have until 5:00 p.m. (PST) on the fifteenth  (15th) day following  receipt
of such  notice from the  Partnership,  to give the  Partnership  notice of such
holder's vote as to whether the Series NN Preferred  Units will be exchanged for
Series NN Preferred  Stock and (c) if the holders of not less than a majority of
the then  outstanding  Series NN Preferred Units have elected to have the Series
NN Preferred Units exchanged for Series NN Preferred Stock, all of the Series NN
Preferred Units shall be so exchanged on a date not later than 45 days following
the date of discovery of the Company's failure to qualify.

          For purposes of this Section  12.2.3,  the term "COVERED  TRANSACTION"
shall  mean (a) the  Company's  completion  of a "Rule  13e-3  transaction"  (as
defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT")) in which, as a result of such transaction, the Company's common
stock is no longer  registered under Section 12 of the Exchange Act, except that
this clause (a) shall not apply to any  involuntary  delisting of the  Company's
common  stock  from the New  York  Stock  Exchange  or any  national  securities
exchange (as defined in the Exchange Act), (b) the completion of any transaction
or series of transactions  that would result in a Reorganization  Event (defined
below) of the  Company  or the  Partnership  or (c) the  Company's  failure  (or
election not) to qualify as a real estate investment trust as defined in Section
856 (or any successor section) of the Internal Revenue Code of 1986, as amended.

          For purposes of this Section 12.2.3, the term  "REORGANIZATION  EVENT"
shall mean (x) any sale or other  disposition of all or substantially all of the
assets of the Partnership or the Company,  as the case may be, to an entity that
is not an  affiliate  of the Company;  or (y) any  consolidation,  amalgamation,
merger,  business  combination,   share  exchange,   reorganization  or  similar
transaction  involving  the  Partnership  or the  Company,  as the  case may be,
pursuant to which the Partners of the  Partnership  or the  stockholders  of the


                                       4

<PAGE>


Company,  as the case may be,  immediately  prior  to the  consummation  of such
transaction  will own less than a majority of the equity interests in the entity
surviving such transaction;  PROVIDED, HOWEVER, a Reorganization Event shall not
include any transaction contemplated by clauses (x) or (y) of this definition if
the surviving entity has unsecured debt outstanding  which is rated at least the
lowest credit rating level  established  as investment  grade by at least two of
Standard  &  Poor's,  Moody's  Investor  Service  and  Fitch  Ratings  (it being
understood  that as of the date of this  Agreement the lowest  investment  grade
rating of  Standard & Poor's is BBB-,  the  lowest  investment  grade  rating of
Moody's is Baa3 and the lowest investment grade rating of Fitch Ratings is BBB-)
and such rating has been reaffirmed in light of the contemplated transaction."

        12.  Except  as  expressly  provided  in  this  Amendment,  all  of  the
provisions of the Partnership Agreement are ratified and confirmed, and continue
in full force and effect.


         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]


                                       5
<PAGE>


         The undersigned have signed this Amendment as of the date indicated
above.


                                      "GENERAL PARTNER:"

                                      PS TEXAS HOLDINGS, LTD.,
                                      a Texas limited partnership

                                      By: PS GPT  Properties, Inc., a California
                                          corporation, its general partner

                                          By:  /s/ John Reyes
                                              ----------------------------------
                                              Name:  John Reyes
                                              Title: Senior Vice President

                                          By:  /s/ David Goldberg
                                              ----------------------------------
                                              Name:  David Goldberg
                                              Title: Secretary


                                      "LIMITED PARTNERS:"

                                      PS LPT PROPERTIES INVESTORS,
                                      a Maryland business trust

                                          By:  /s/ John Reyes
                                              ----------------------------------
                                              Name:  John Reyes
                                              Title: Senior Vice President

                                          By:  /s/ David Goldberg
                                              ----------------------------------
                                              Name:  David Goldberg
                                              Title: Secretary


                                       6



<PAGE>


                                      BELCREST REALTY CORPORATION,
                                      a Delaware corporation

                                      By: /s/ William R. Cross
                                         ---------------------------------------
                                         William R. Cross
                                          Vice President


                                      BELAIR REAL ESTATE CORPORATION,
                                      a Delaware corporation

                                      By: /s/ William R. Cross
                                         ---------------------------------------
                                         William R. Cross
                                         Vice President


                                      BELPORT REALTY CORPORATION,
                                      a Delaware corporation

                                      By: /s/ William R. Cross
                                         ---------------------------------------
                                         William R. Cross
                                         Vice President


                                      BELMAR REALTY CORPORATION,
                                      a Delaware corporation

                                      By: /s/ William R. Cross
                                         ---------------------------------------
                                         William R. Cross
                                         Vice President


                                         BELROSE REALTY CORPORATION,
                                         a Delaware corporation

                                      By: /s/ William R. Cross
                                         ---------------------------------------
                                         William R. Cross
                                         Vice President



                                       7
<PAGE>


                                      ALL OTHER LIMITED PARTNERS

                                      By:      PS Texas Holdings, Ltd.,
                                               a Texas limited partnership,
                                               as their attorney-in-fact

                                               By:   PS GPT Properties, Inc.,
                                                     a California corporation,
                                                     its general partner

                                               By: /s/ John Reyes
                                                  ------------------------------
                                                  Name:  John Reyes
                                                  Title: Senior Vice President

                                               By: /s/ David Goldberg
                                                  ------------------------------
                                                  Name:  David Goldberg
                                                  Title: Secretary

                              [signatures continue]


                                       8
<PAGE>


Acknowledged and agreed, as to the
issuance of Company stock pursuant
to Section 12 of the Partnership Agreement:

"COMPANY"

PUBLIC STORAGE, INC.,
a California corporation

By:       /s/ John Reyes
         -----------------------------------
         Name:  John Reyes
         Title: Senior Vice President

By:       /s/ David Goldberg
         -----------------------------------
         Name:  David Goldberg
         Title: Secretary


                                       9

<PAGE>

                                   EXHIBIT A
                                       to
               Amended and Restated Limited Partnership Agreement
                       of PSA Institutional Partners, L.P.

<TABLE>
<CAPTION>


                                     Property                             Type of                                         % of
       Name of Partner              Contributed       Agreed Value         Units          Series        No. Units        Series
       ---------------              -----------       ------------         -----          ------        ---------        ------

General Partner:

<S>                               <C>                  <C>             <C>               <C>           <C>               <C>
                                    partnership
PS Texas Holdings, Ltd.              interests         $  3,725,590       common          common          149,024         1.1%

Limited Partners:

                                    partnership
                                     interests
PS LPT Properties Investors        and property        $349,058,410       common          common       13,962,336        98.9%

                                    partnership                           Parity
PS LPT Properties Investors          interests         $139,250,000     Preferred         Ser. N2       5,507,000         100%

PS LPT Properties Investors          interests         $ 75,000,000      Preferred        Ser. O2       3,000,000         100%

                                    partnership                           Parity
PS LPT Properties Investors          interests         $ 50,000,000      Preferred        Ser. P2       2,000,000         100%

                                                                       Exchangeable       Ser. O
PS LPT Properties Investors       $ 30,000,000         $ 30,000,000      Preferred       (9.125%)       1,200,000        40.0%

                                                                       Exchangeable       Ser. P
PS LPT Properties Investors       $ 50,000,000         $ 50,000,000      Preferred        (8.75%)       2,000,000         100%

                                                                       Exchangeable       Ser. NN
Belcrest Realty Corporation       $ 55,375,000         $ 55,375,000      Preferred        (6.4%)        2,215,000        27.7%

Belair Real Estate                                                     Exchangeable       Ser. NN
Corporation                       $ 48,250,000         $ 48,250,000      Preferred        (6.4%)        1,930,000        24.1%

                                                                       Exchangeable       Ser. NN
Belport Realty Corporation        $ 32,500,000         $ 32,500,000      Preferred        (6.4%)        1,300,000        16.3%

                                                                       Exchangeable       Ser. NN
Belmar Realty Corporation         $ 38,875,000         $ 38,875,000      Preferred        (6.4%)        1,555,000        19.4%

                                                                       Exchangeable       Ser. NN
Belrose Realty Corporation        $ 25,000,000         $ 25,000,000      Preferred        (6.4%)        1,000,000        12.5%

                                                                       Exchangeable       Ser. N
Montebello Realty Corp.           $ 40,000,000         $ 40,000,000      Preferred        (9.5%)        1,600,000         100%

                                                                       Exchangeable       Ser. O
Edgewater Equity, Inc.            $ 45,000,000         $ 45,000,000      Preferred       (9.125%)       1,800,000        60.0%

</TABLE>