Exhibit 3.45



                   CERTIFICATE OF DETERMINATION OF PREFERENCES
                                       OF
                   6.40% CUMULATIVE PREFERRED STOCK, SERIES NN
                                       OF
                              PUBLIC STORAGE, INC.
                              --------------------

                  The undersigned, John Reyes and David Goldberg, 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  50,000,000  shares of stock  designated  "preferred  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 preference of any wholly unissued
series of such preferred 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 preferred shares to be
known as "6.40%  Cumulative  Preferred  Shares,  Series NN"  consisting of 9,600
shares, none of the 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
22nd day of March, 2004.

                                                  /s/ John Reyes
                                                 ------------------------------
                                                 John Reyes
                                                 Senior Vice President


                                                 /s/ David Goldberg
                                                 ------------------------------
                                                 David Goldberg
                                                 Secretary


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                                    EXHIBIT A

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


              ESTABLISHING A SERIES OF 6.40% CUMULATIVE REDEEMABLE
                           PREFERRED STOCK, SERIES NN


              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  preferred
shares of this  Corporation  having a par value of $.01 per share,  which series
shall be designated "6.40% Cumulative Preferred Stock, Series NN," shall consist
of 9,600 shares and shall have the following rights, preferences and privileges:

              (a) Dividend Rights.
                  ----------------

          (1)  Dividends  shall be payable in cash on the shares of this  Series
when,  as and if  declared  by the  Board of  Directors,  out of  funds  legally
available therefor:  (i) for the period (the "Initial Dividend Period") from the
date of issuance of such share (the "Issue Date") to but excluding the first day
of the first calendar  quarter  occurring after the Issue Date and (ii) for each
quarterly  dividend  period  thereafter  (the Initial  Dividend  Period and each
quarterly  dividend  period  being  hereinafter  individually  referred  to as a
"Dividend  Period" and collectively  referred to as "Dividend  Periods"),  which
quarterly  Dividend Periods shall be in four equal amounts and shall commence on
January 1, April 1, July 1 and October 1 in each year (each, a "Dividend  Period
Commencement  Date"),  commencing on the first day of the first calendar quarter
occurring  after the Issue  Date,  and  shall  end on and  include  the day next
preceding the next Dividend Period  Commencement Date, at a rate per annum equal
to 6.40% of the $25,000 per share stated value  thereof (the  "Dividend  Rate").
Dividends on each share of this Series shall be  cumulative  from the Issue Date
of such share and shall be payable (i) quarterly,  in arrears,  on or before the
last day of each  Dividend  Period and (ii) in the event of  redemption,  on the
applicable redemption date; provided,  that if any such day shall be a Saturday,
Sunday,  or a day on which banking  institutions in the State of New York or the
State of California are authorized or obligated by law to close,  or a day which
is or is declared a national or a New York or  California  state holiday (any of
the  foregoing a  "Non-Business  Day"),  then the payment date shall be the next
succeeding day which is not a Non-Business Day. Each such dividend shall be paid
to the  holders of record of shares of this  Series as they  appear on the stock
register of the  Corporation on such record date, not more than 45 days nor less
than 15 days preceding the payment date thereof,  as shall be fixed by the Board
of Directors.  Dividends on account of arrears for any past Dividend Periods may
be declared  and paid at any time,  without  reference  to any regular  dividend
payment date, to holders of record on such date,  not more than 45 days nor less
than 15 days preceding the payment date thereof, as may be fixed by the Board of
Directors.  After full  cumulative  dividends  on this  Series have been paid or
declared  and  funds  therefor  set aside for  payment,  including  for the then
current  Dividend  Period,  the  holders  of shares of this  Series  will not be
entitled to any further dividends with respect to that Dividend Period.

          (2) Dividends  payable on shares of this Series for any period greater
or less than a full  Dividend  Period,  including the Initial  Dividend  Period,
shall be computed on the basis of a 360-day  year  consisting  of twelve  30-day
months.

          (3) The Corporation  shall not declare or pay or set apart for payment
any dividends on any series of preferred shares ranking,  as to dividends,  on a
parity  with or  junior to the  shares of this  Series  unless  full  cumulative
dividends have been or contemporaneously  are declared and paid, or declared and
a sum sufficient for payment thereof is set apart for payment, for


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<PAGE>


all Dividend Periods  terminating on or prior to the date of payment of any such
dividends on such other series of preferred shares.  When dividends are not paid
in full upon the shares of this Series and any other series of preferred  shares
ranking on a parity therewith as to dividends  (including,  without  limitation,
the shares of the Corporation's 9.50% Cumulative  Preferred Stock, Series D (the
"Series D Preferred  Stock"),  10%  Cumulative  Preferred  Stock,  Series E (the
"Series E Preferred  Stock"),  9.75% Cumulative  Preferred Stock,  Series F (the
"Series F Preferred  Stock"),  8.75% Cumulative  Preferred Stock,  Series M (the
"Series M Preferred  Stock"),  9.5% Cumulative  Preferred  Stock,  Series N (the
"Series N Preferred Stock"),  9.125% Cumulative  Preferred Stock,  Series O (the
"Series O Preferred  Stock"),  8.75% Cumulative  Preferred Stock,  Series P (the
"Series P Preferred Stock"),  8.600% Cumulative  Preferred Stock,  Series Q (the
"Series Q Preferred Stock"),  8.000% Cumulative  Preferred Stock,  Series R (the
"Series R Preferred Stock"),  7.875% Cumulative  Preferred Stock,  Series S (the
"Series S Preferred Stock"),  7.625% Cumulative  Preferred Stock,  Series T (the
"Series T Preferred Stock"),  7.625% Cumulative  Preferred Stock,  Series U (the
"Series U Preferred Stock"),  7.500% Cumulative  Preferred Stock,  Series V (the
"Series V Preferred Stock"),  6.500% Cumulative  Preferred Stock,  Series W (the
"Series W Preferred Stock"),  6.450% Cumulative  Preferred Stock,  Series X (the
"Series X Preferred Stock"),  6.850% Cumulative  Preferred Stock,  Series Y (the
"Series Y Preferred  Stock"),  and 6.250% Cumulative  Preferred Stock,  Series Z
(the  "Series Z Preferred  Stock") all  dividends  declared  upon shares of this
Series and any other series of preferred shares ranking on a parity therewith as
to dividends shall be declared pro rata so that the amount of dividends declared
per share on the shares of this Series and such other series of preferred shares
shall in all cases  bear to each  other  that same  ratio  that the  accumulated
dividends  per  share on the  shares of this  Series  and such  other  series of
preferred  shares  bear to each  other.  Except  as  provided  in the  preceding
sentence,  unless full  cumulative  dividends  on the shares of this Series have
been paid for all past Dividend  Periods,  no dividends (other than in shares of
the  Corporation's  common stock,  par value $.10 per share  (together  with any
other shares of capital stock of the Corporation into which such shares shall be
reclassified or changed  ("Common  Shares"),  or another stock ranking junior to
the  shares  of this  Series  as to  dividends  and upon  liquidation)  shall be
declared or paid or set aside for payment  nor shall any other  distribution  be
made upon the Common  Shares or on any other  stock of the  Corporation  ranking
junior to or on a parity with the shares of this Series as to  dividends or upon
liquidation.  Unless full cumulative dividends on the shares of this Series have
been paid for all past Dividend Periods,  no Common Shares or any other stock of
the Corporation  ranking junior to or on a parity with the shares of this Series
as to dividends or upon liquidation shall be redeemed,  purchased,  or otherwise
acquired for any consideration (or any moneys be paid to or made available for a
sinking  fund  for the  redemption  of any  shares  of any  such  stock)  by the
Corporation or any  subsidiary,  except by conversion into or exchange for stock
of the  Corporation  ranking junior to the shares of this Series as to dividends
and upon liquidation.

              (b) Liquidation.
                  ------------

              In  the  event  of  any  voluntary  or  involuntary   liquidation,
dissolution,  or winding up of the  Corporation,  the  holders of shares of this
Series are  entitled to receive out of the assets of the  Corporation  available
for distribution to  shareholders,  before any distribution of assets is made to
holders of Common Shares or any other class or series of shares  ranking  junior
to the shares of this Series upon liquidation,  liquidating distributions in the
amount of $25,000 per share plus all accumulated and unpaid  dividends  (whether
or not earned or declared) for the then current and all past  Dividend  Periods.
If, upon any voluntary or involuntary liquidation, dissolution, or winding up of
the  Corporation  the amounts  payable with respect to the shares of this Series
and any other shares of the Corporation ranking as to any such distribution on a
parity  with the  shares of this  Series  are not paid in full,  the  holders of
shares of this Series and of such other shares (including the shares of Series D
Preferred Stock,  Series E Preferred Stock,  Series F Preferred Stock,  Series M
Preferred Stock,  Series N Preferred Stock,  Series O Preferred Stock,  Series P
Preferred Stock,  Series Q Preferred Stock,  Series R Preferred Stock,  Series S
Preferred Stock,  Series T Preferred Stock,  Series U Preferred Stock,  Series V
Preferred Stock,  Series W Preferred Stock,  Series X Preferred Stock,  Series Y
Preferred  Stock and Series Z Preferred  Stock)  will share  ratably in any such
distribution  of assets of the  Corporation in proportion to the full respective
preferential  amounts  to which  they are  entitled.  After  payment of the full
amount of the liquidating distribution to which they are entitled, the holders


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<PAGE>


of shares of this Series will not be entitled to any further participation in
any distribution of assets by the Corporation.

              (1) Written notice of any such liquidation, dissolution or winding
up of the Corporation,  stating the payment date or dates when, and the place or
places where the amounts  distributable in such circumstances  shall be payable,
shall be given by first class mail, postage pre-paid,  not less than 30 nor more
than 60 days prior to the payment date stated therein,  to each record holder of
the shares of this Series at the  respective  addresses  of such  holders as the
same shall appear on the stock transfer records of the Corporation.

              (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.
                  -----------

              (1) Except as  provided  in clause  (9) below,  the shares of this
Series are not  redeemable  prior to March 17, 2010. On and after such date, the
shares of this  Series  are  redeemable  at the  option of the  Corporation,  by
resolution  of the Board of  Directors,  in whole or in part,  from time to time
upon not less than 30 nor more than 60 days' notice,  at a cash redemption price
of $25,000 per share plus all accumulated and unpaid  dividends  (whether or not
earned or declared) to the date of redemption.

              (2) If fewer than all the outstanding shares of this Series are to
be redeemed, the number of shares to be redeemed will be determined by the Board
of  Directors,  and such shares  shall be redeemed  pro rata from the holders of
record of such  shares in  proportion  to the number of such shares held by such
holders (with adjustments to avoid redemption of fractional shares) or by lot in
a manner determined by the Board of Directors.

              (3) Notwithstanding the foregoing, if any dividends, including any
accumulation,  on the shares of this  Series are in  arrears,  no shares of this
Series  shall be  redeemed  unless  all  outstanding  shares of this  Series are
simultaneously  redeemed,  and the  Corporation  shall not purchase or otherwise
acquire, directly or indirectly,  any shares of this Series; provided,  however,
that the foregoing  shall not prevent the purchase or  acquisition  of shares of
this Series pursuant to a purchase or exchange offer provided such offer is made
on the same terms to all holders of shares of this Series.

              (4) Immediately  prior to any redemption of shares of this Series,
the Corporation shall pay, in cash, any accumulated and unpaid dividends through
the redemption  date,  unless a redemption  date falls after a dividend  payment
record date and prior to the corresponding  dividend payment date, in which case
each holder of shares of this  Series at the close of business on such  dividend
payment record date shall be entitled to the dividend  payable on such shares on
the corresponding  dividend payment date  notwithstanding the redemption of such
shares before such dividend  payment date.  Except as expressly  provided herein
above, the Corporation  shall make no payment or allowance for unpaid dividends,
whether or not in arrears, on shares of this Series called for redemption.

              (5)  Notice  of  redemption  shall be given  by  publication  in a
newspaper  of general  circulation  in the County of Los Angeles and the City of
New York,  such  publication  to be made once a week for two  successive  weeks,
commencing  not less than 30 nor more than 60 days  prior to the date  fixed for
redemption  thereof.  A similar  notice  will be mailed by the  Company by first
class mail, postage pre-paid, to each record holder of the shares of this Series
to be redeemed,  not less than 30 nor more than 60 days prior to such redemption
date,  to the  respective  addresses of such holders as the same shall appear on
the stock transfer records of the Corporation.  Each notice shall state: (i) the
redemption date; (ii) the number of shares of this Series to be redeemed;  (iii)
the redemption price; (iv) the place or places where certificates for such


                                       4
<PAGE>


shares are to be surrendered for payment of the redemption  price;  and (v) that
dividends  on the  shares  to be  redeemed  will  cease  to  accumulate  on such
redemption  date. If fewer than all the shares of this Series held by any holder
are to be  redeemed,  the notice  mailed to such holder  shall also  specify the
number of shares of this Series to be redeemed from such holder.

              (6) In  order to  facilitate  the  redemption  of  shares  of this
Series,  the Board of Directors may fix a record date for the  determination  of
the shares to be redeemed, such record date to be not less than 30 nor more than
60 days prior to the date fixed for such redemption.

              (7) Notice having been given as provided above, from and after the
date  fixed  for the  redemption  of shares  of this  Series by the  Corporation
(unless the  Corporation  shall fail to make  available  the money  necessary to
effect such  redemption),  the holders of shares  selected for redemption  shall
cease to be shareholders  with respect to such shares and shall have no interest
in or claim against the  Corporation  by virtue thereof and shall have no voting
or other  rights with  respect to such  shares,  except the right to receive the
moneys payable upon such redemption from the Corporation,  less any required tax
withholding amount, without interest thereon, upon surrender (and endorsement or
assignment  of  transfer,  if required by the  Corporation  and so stated in the
notice) of their  certificates,  and the  shares  represented  thereby  shall no
longer be deemed to be outstanding.  If fewer than all the shares represented by
a certificate are redeemed,  a new certificate shall be issued,  without cost to
the holder thereof,  representing the unredeemed shares. The Corporation may, at
its option, at any time after a notice of redemption has been given, deposit the
redemption price for the shares of this Series designated for redemption and not
yet redeemed,  plus any  accumulated  and unpaid  dividends  thereon to the date
fixed for  redemption,  with the transfer agent or agents for this Series,  as a
trust  fund  for the  benefit  of the  holders  of the  shares  of  this  Series
designated for redemption,  together with irrevocable instructions and authority
to such transfer agent or agents that such funds be delivered upon redemption of
such  shares  and to pay,  on and after the date fixed for  redemption  or prior
thereto, the redemption price of the shares to their respective holders upon the
surrender  of their  share  certificates.  From and  after  the  making  of such
deposit,  the holders of the shares  designated for redemption shall cease to be
shareholders  with respect to such shares and shall have no interest in or claim
against  the  Corporation  by virtue  thereof  and shall have no voting or other
rights with respect to such shares,  except the right to receive from such trust
fund the moneys payable upon such  redemption,  without interest  thereon,  upon
surrender  (and   endorsement,   if  required  by  the   Corporation)  of  their
certificates, and the shares represented thereby shall no longer be deemed to be
outstanding.  Any balance of such moneys  remaining  unclaimed at the end of the
five-year period  commencing on the date fixed for redemption shall be repaid to
the  Corporation  upon its request  expressed  in a  resolution  of its Board of
Directors.

              (8) Any  shares of this  Series  that  shall at any time have been
redeemed  shall,  after  such  redemption,  have the  status of  authorized  but
unissued  preferred shares,  without  designation as to series until such shares
are  once  more  designated  as part of a  particular  series  by the  Board  of
Directors.

              (9) If the Board of Directors  of the  Corporation  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, then the Board of Directors shall have
the  power,  by lot or other  means  deemed  equitable  by them to  prevent  the
transfer  of and/or  to call for  redemption  a number of shares of this  Series
sufficient,  in the opinion of the Board of Directors,  to maintain or bring the
direct or indirect  ownership  thereof into conformity with the  requirements of
such a real estate  investment  trust under the REIT  Provisions of the Internal
Revenue  Code.  The  redemption  price to be paid for  shares of this  Series so
called  for  redemption,  on the date  fixed  for  redemption,  shall be (i) the
closing  sale price on any  national  securities  exchange or trading  market on
which the shares of this  Series are listed,  or (ii) the last  quoted  price as
reported by the National  Association  of  Securities  Dealers,  Inc.  Automated
Quotation  System or any other United States  automated  inter-dealer  quotation
system,  on the last business day prior to the redemption date, or if the shares
of this Series so called for redemption are not listed on any such exchange,


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trading market or quotation system, at $25,000 per share of this Series (subject
to  adjustment in the case of stock splits,  combinations,  stock  dividends and
similar  transactions);  provided that if interests in shares of this Series are
represented by depositary shares,  then the redemption price shall be determined
in accordance  with the  foregoing,  but with respect to one  depositary  share,
multiplied  by the  number of  depositary  shares  that  together  represent  an
interest  in one  share of this  Series.  From and  after  the  date  fixed  for
redemption by the Board of Directors, the holder of any shares of this Series so
called for redemption  shall cease to be entitled to any  distributions,  voting
rights and other benefits with respect to such shares of this Series, 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 in this clause (9),  with  respect to the shares of
this Series, the Corporation shall give notice of redemption by publication in a
newspaper  of general  circulation  in the County of Los Angeles and the City of
New York,  such  publication  to be made once a week for two  successive  weeks,
commencing  not less than 30 nor more than 60 days  prior to the date  fixed for
redemption.  A similar  notice will be mailed by the  Corporation by first class
mail, postage pre-paid, to each record holder of the shares of this Series to be
redeemed,  not less than 30 nor more than 60 days prior to such redemption date,
to the  respective  addresses  of such  holders as the same shall  appear on the
stock  transfer  records of the  Corporation.  Each notice shall state:  (i) the
redemption date; (ii) the number of shares of this Series to be redeemed;  (iii)
the  redemption  price;  (iv) the place or places  where  certificates  for such
shares are to be surrendered for payment of the redemption  price;  and (v) that
dividends  on the  shares  to be  redeemed  will  cease  to  accumulate  on such
redemption  date. If fewer than all the shares of this Series held by any holder
are to be  redeemed,  the notice  mailed to such holder  shall also  specify the
number of shares of this Series to be redeemed from such holder.

              (d) VOTING  RIGHTS.  The shares of this Series  shall not have any
voting powers either general or special, except as required by law, except that:

              (1) If the Corporation shall fail to pay full cumulative dividends
on the  shares  of this  Series  or any other of its  preferred  shares  for six
quarterly  dividend  payment  periods,  whether or not  consecutive (a "Dividend
Default"),  the holders of all outstanding  preferred shares, voting as a single
class without  regard to series,  will be entitled to elect two Directors  until
full cumulative dividends for all past dividend payment periods on all preferred
shares have been paid or declared and funds therefor set apart for payment. Such
right to vote separately as a class to elect Directors  shall,  when vested,  be
subject,  always,  to the same provisions for the vesting of such right to elect
Directors separately as a class in the case of future Dividend Defaults.  At any
time when such  right to elect  Directors  separately  as a class  shall have so
vested,  the  Corporation  may,  and upon the written  request of the holders of
record  of not less  than 20% of the total  number  of  preferred  shares of the
Corporation then outstanding  shall,  call a special meeting of stockholders for
the election of Directors.  In the case of such a written request,  such special
meeting  shall be held within 90 days after the delivery of such request and, in
either case, at the place and upon the notice  provided by law and in the Bylaws
of the Corporation,  provided that the Corporation shall not be required to call
such a special meeting if such request is received less than 120 days before the
date  fixed  for  the  next  ensuing  Annual  Meeting  of  Shareholders  of  the
Corporation and the holders of all classes of outstanding  preferred  shares are
afforded the  opportunity  to elect such Directors (or fill any vacancy) at such
Annual Meeting of Shareholders. Directors elected as aforesaid shall serve until
the next  Annual  Meeting of  Shareholders  of the  Corporation  or until  their
respective  successors  shall be elected and qualified.  If, prior to the end of
the term of any Director  elected as aforesaid,  a vacancy in the office of such
Director shall occur during the  continuance of a Dividend  Default by reason of
death,  resignation,  or  disability,  such  vacancy  shall  be  filled  for the
unexpired  term by the  appointment  of a new Director for the unexpired term of
such former  Director,  such  appointment  to be made by the remaining  Director
elected as aforesaid.

              (2) The affirmative  vote or consent of the holders of at least 66
2/3% of the  outstanding  shares of this Series,  voting  separately as a class,
will be  required  for any  amendment  to the  Articles of  Incorporation  or to
subsection (1) of Section 7 of the Bylaws of the Corporation that will adversely


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<PAGE>


alter or change the powers,  preferences,  privileges or rights of the shares of
this Series,  except as set forth below.  The affirmative vote or consent of the
holders  of at least 66 2/3% of the  outstanding  shares of this  Series and any
other  series of  preferred  shares  ranking on a parity  with this Series as to
dividends  and upon  liquidation  (including  the  shares of Series D  Preferred
Stock,  Series E Preferred Stock,  Series F Preferred Stock,  Series M Preferred
Stock,  Series N Preferred Stock,  Series O Preferred Stock,  Series P Preferred
Stock,  Series Q Preferred Stock,  Series R Preferred Stock,  Series S Preferred
Stock,  Series T Preferred Stock,  Series U Preferred Stock,  Series V Preferred
Stock,  Series W Preferred Stock,  Series X Preferred Stock,  Series Y Preferred
Stock and Series Z Preferred Stock),  voting as a single class without regard to
series,  will be required to issue,  authorize or increase the authorized amount
of any class or series of shares ranking prior to this Series as to dividends or
upon liquidation or to issue or authorize any obligation or security convertible
into or  evidencing a right to purchase any such  security,  but the Articles of
Incorporation  may be amended to  increase  the number of  authorized  preferred
shares  ranking on a parity with or junior to this  Series or to create  another
class of  preferred  shares  ranking on a parity  with or junior to this  Series
without the vote of the holders of outstanding shares of this Series.

              (e) CONVERSION. The shares of this Series are not convertible into
shares of any other class or series of the capital stock of the Corporation.


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