Exhibit 99.1

                              PUBLIC STORAGE, INC.
                      2001 STOCK OPTION AND INCENTIVE PLAN
                      NON-QUALIFIED STOCK OPTION AGREEMENT



         This Stock Option Agreement (the "Option  Agreement") is made as of the
____ day of _______,  200__ (the "Grant Date"),  by and between Public  Storage,
Inc. (the "Corporation") and ______________, an employee of the Corporation, one
of its Subsidiaries or a Service Provider (the  "Optionee").  Capitalized  terms
not  otherwise  defined  herein shall have the meanings  ascribed to them in the
Corporation's 2001 Stock Option and Incentive Plan (the "Plan").

         WHEREAS,  the Board of Directors of the  Corporation  (the "Board") has
duly adopted,  and the shareholders of the Corporation  have duly approved,  the
Plan,  which  provides  for the grant to employees  of the  Corporation  and its
Subsidiaries and Service  Providers of options for the purchase of shares of the
Corporation's Common Stock, par value $.10 per share (the "Common Stock"), which
may be granted from time to time as the Committee so determines;

         WHEREAS, the Corporation has determined that it is desirable and in its
best  interests  to grant to the  Optionee,  pursuant  to the Plan,  options  to
purchase a certain number of shares of Common Stock as compensation for services
rendered to the  Corporation,  and/or in order to provide the  Optionee  with an
incentive to advance the  interests  of the  Corporation,  all  according to the
terms and conditions set forth herein;

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
contained herein, the parties hereto do hereby agree as follows:

         1. GRANT OF OPTION.

         Subject to the terms of the Plan (the  terms of which are  incorporated
by reference  herein),  the Corporation  hereby grants to the Optionee the right
and option (the  "Option") to purchase  from the  Corporation,  on the terms and
subject to the conditions  hereinafter  set forth,  __________  shares of Common
Stock.  This Option shall not  constitute  an incentive  stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

         2. PRICE.

         The purchase  price (the "Option  Price") of the shares of Common Stock
subject to the Option  evidenced by this Option Agreement is $________ per share
(the Fair Market Value on the Grant Date).

         3. EXERCISE OF OPTION.

         Except as otherwise  provided  herein,  the Option granted  pursuant to
this Option Agreement shall be subject to exercise as follows:

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            3.1      Time of Exercise of Option.

            The Optionee may exercise the Option  (subject to the limitations on
exercise set forth in the Plan or in this Option Agreement),  in installments as
follows:  (i) prior to the first anniversary of the Grant Date, the Option shall
not be exercisable;  (ii) on the first anniversary of the Grant Date, the Option
shall become exercisable with respect to one-fifth of the shares of Common Stock
subject to the Option;  (iii) on the second  anniversary  of the Grant Date, the
Option shall become  exercisable with respect to an additional  one-fifth of the
shares of Common Stock subject to the Option;  (iv) on the third  anniversary of
the  Grant  Date,  the  Option  shall  become  exercisable  with  respect  to an
additional one-fifth of the shares of Common Stock subject to the Option; (v) on
the fourth  anniversary of the Grant Date,  the Option shall become  exercisable
with respect to an additional one-fifth of the shares of Common Stock subject to
the Option;  and (vi) on the fifth  anniversary  of the Grant  Date,  the Option
shall become  exercisable  with respect to the remaining  shares of Common Stock
subject to the Option. The foregoing installments,  to the extent not exercised,
shall  accumulate and be exercisable,  in whole or in part, at any time and from
time to time,  after becoming  exercisable  and prior to the  termination of the
Option;  provided,  that no single exercise of the Option shall be for less than
100 shares,  unless the number of shares  purchased  is the total  number at the
time available for purchase under this Option.

            3.2 Exercise by Optionee.

            During the lifetime of the  Optionee,  only the Optionee (or, in the
event  of the  Optionee's  legal  incapacity  or  incompetency,  the  Optionee's
guardian or legal representative) or a person or entity to whom the Optionee has
transferred  the Option in  accordance  with  Section 6 hereof may  exercise the
Option.

            3.3 Term of Option.

            The  Option  shall  have a term of ten  years,  subject  to  earlier
termination in accordance with this Option Agreement or the terms of the Plan.

            3.4 Limitations on Exercise of Option.

            In no event may the Option be exercised,  in whole or in part, after
ten years following the Grant Date, or after the occurrence of an event referred
to in Section 8 below which results in  termination  of the Option.  In no event
may the Option be exercised for a fractional Share.

            3.5 Termination of Employment or Other Relationship.

Subject  to  Sections  3.6 and  3.7  hereof,  upon  the  termination  of (i) the
employment  of the  Optionee by the  Corporation  or any  Subsidiary  or Service
Provider,  or (ii) a Service Provider's  relationship with the Corporation,  the
Optionee shall have the right at any time within 30 days after such  termination
and prior to  termination  of the  Option  pursuant  to Section  3.4  above,  to
exercise,  in whole or in part,  any Option held by such Optionee at the date of
such termination, to the extent such Option was exercisable immediately prior to
such termination.

            3.6 Rights in the Event of Death.

            If the Optionee dies while employed by the Corporation, a Subsidiary
or a Service Provider, or while serving as a Service Provider,  the executors or
administrators  or legatees or distributees of the Optionee's  estate shall have
the right,  at any time within one year after the date of the  Optionee's  death
and prior to  termination  of the  Option  pursuant  to Section  3.4  above,  to
exercise the Option with respect to all shares subject to the Option, whether or
not the Option was exercisable immediately prior to the Optionee's death.

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            3.7 Rights in the Event of Disability.

            If the  Optionee  terminates  employment  with  the  Corporation,  a
Subsidiary,  or a Service  Provider,  or if the Optionee  ceases to be a Service
Provider, by reason of the permanent and total disability of the Optionee,  then
the  Optionee  shall  have the  right,  for a  period  of one  year  after  such
termination  and prior to  termination  of the Option  pursuant  to Section  3.4
above,  to  exercise  the  Option to the  extent  such  Option  was  exercisable
immediately  prior to such  termination or becomes  exercisable  within such one
year period pursuant to Section 3.1 above.  Whether termination of employment or
service is to be  considered  by reason of permanent  and total  disability  for
purposes of this Option  Agreement  shall be determined by the Committee,  which
determination shall be final and conclusive.

            3.8 Reduction in Number of Shares Subject to Option.

            The number of shares  which may be  purchased  upon  exercise of the
Option  pursuant  to this  Section 3 shall be  reduced  by the  number of shares
previously purchased upon exercise of the Option pursuant to this Section 3.

         4. METHOD OF EXERCISE OF OPTION.

         The  Option  may  be  exercised  to  the  extent  that  it  has  become
exercisable hereunder by delivery to the Corporation on any business day, at its
principal office addressed to the attention of the Committee,  of written notice
of  exercise,  which  notice  shall  specify  the number of shares for which the
Option is being  exercised,  and shall be  accompanied by payment in full of the
Option Price of the shares for which the Option is being  exercised.  Payment of
the  Option  Price for the  shares of Common  Stock  purchased  pursuant  to the
exercise  of the  Option  shall be made (a) in cash or by check  payable  to the
order of the Corporation; (b) through the tender to the Corporation of shares of
Common  Stock,  which shares shall be valued,  for purposes of  determining  the
extent to which the Option  Price has been paid  thereby,  at their Fair  Market
Value on the date of exercise;  or (c) by a combination of the methods described
in (a) and (b).  Payment in full of the  Option  Price  need not  accompany  the
written  notice of exercise  provided  the notice  directs that the Common Stock
certificate or certificates  for the shares for which the Option is exercised be
delivered to a specified  licensed  broker  acceptable to the Corporation as the
agent  for the  Optionee  and,  at the time such  Common  Stock  certificate  or
certificates are delivered,  the broker tenders to the Corporation cash (or cash
equivalents  acceptable to the  Corporation)  equal to the Option Price plus the
amount,  if any, of federal and/or other taxes which the Corporation may, in its
judgment, be required to withhold with respect to the exercise of the Option. An
attempt to exercise  the Option  granted  other than as set forth above shall be
invalid and of no force or effect. Promptly after the exercise of the Option and
the payment in full of the Option  Price of the shares of Common  Stock  covered
thereby,  the  Optionee  shall be  entitled to the  issuance  of a Common  Stock
certificate or certificates evidencing the Optionee's ownership of such shares.

         5. PARACHUTE LIMITATIONS.

         Notwithstanding  any other provision of this Option Agreement or of any
other agreement, contract, or understanding heretofore or hereafter entered into
by a Optionee  with the  Corporation  or any  Subsidiary,  except an  agreement,
contract or  understanding  hereafter  entered into that  expressly  modifies or
excludes   application   of  this   paragraph   (an  "Other   Agreement"),   and
notwithstanding  any formal or informal plan or other arrangement for the direct
or indirect  provision  of  compensation  to the Optionee  (including  groups or
classes of  participants  or  beneficiaries  of which the Optionee is a member),

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whether or not such compensation is deferred, is in cash, or is in the form of a
benefit to or for the Optionee (a "Benefit  Arrangement"),  if the Optionee is a
"disqualified individual," as defined in Section 280G(c) of the Code, any Option
held by that  Optionee  and any right to receive  any  payment or other  benefit
under this Option  Agreement  shall not become  exercisable or vested (i) to the
extent that such right to exercise,  vesting,  payment, or benefit,  taking into
account all other  rights,  payments,  or benefits to or for the Optionee  under
this Option Agreement, all Other Agreements, and all Benefit Arrangements, would
cause any payment or benefit to the Optionee  under this Option  Agreement to be
considered a "parachute payment" within the meaning of Section 280G(b)(2) of the
Code as then in  effect  (a  "Parachute  Payment")  and (ii) if,  as a result of
receiving a Parachute Payment,  the aggregate  after-tax amounts received by the
Optionee from the Corporation under this Option Agreement, all Other Agreements,
and all Benefit  Arrangements  would be less than the maximum  after-tax  amount
that could be  received by the  Optionee  without  causing  any such  payment or
benefit to be considered a Parachute  Payment.  In the event that the receipt of
any such right to  exercise,  vesting,  payment,  or benefit  under this  Option
Agreement, in conjunction with all other rights, payments, or benefits to or for
the Optionee under any Other  Agreement or any Benefit  Arrangement  would cause
the Optionee to be considered  to have  received a Parachute  Payment under this
Option  Agreement that would have the effect of decreasing the after-tax  amount
received by the Optionee as described in clause (ii) of the preceding  sentence,
then the Optionee shall have the right,  in the Optionee's sole  discretion,  to
designate those rights,  payments, or benefits under this Option Agreement,  any
Other  Agreements,  and any  Benefit  Arrangements  that  should be  reduced  or
eliminated  so as to avoid having the payment or benefit to the  Optionee  under
this Option Agreement be deemed to be a Parachute Payment.

         6. LIMITATIONS ON TRANSFER.

         The Option is not  transferable by the Optionee,  other than by will or
the laws of descent and distribution in the event of death of the Optionee,  and
except that the  Optionee may transfer the Option in whole or in part to (i) the
spouse, children (including step-children and adopted children) or grandchildren
of the Optionee  ("Family  Members"),  (ii) a trust for the exclusive benefit of
one or more Family Members,  or (iii) a partnership of which the Optionee and/or
one or more Family Members are the only partners,  provided that the transferee,
in  connection  with the  transfer,  agrees in writing to be bound by all of the
terms of this Option  Agreement and the Plan and further  agrees not to transfer
the Option  other than by will or the laws of descent  and  distribution  in the
event of the death of the transferee.  Following any transfer  permitted by this
Section  6,  the  transferee  shall  have  all of  the  rights  of the  Optionee
hereunder,  and the Option shall be exercisable  by the  transferee  only to the
extent  that the Option  would have been  exercisable  by the  Optionee  had the
Option not been transferred. The Option shall not be pledged or hypothecated (by
operation of law or otherwise)  or subject to  execution,  attachment or similar
processes.

         7. RIGHTS AS SHAREHOLDER.

         Neither the Optionee, nor any executor,  administrator,  distributee or
legatee of the Optionee's  estate,  nor any transferee  hereof shall be, or have
any of the rights or privileges of, a shareholder of the  Corporation in respect
of any shares  issuable  hereunder  unless and until such shares have been fully
paid and certificates  representing such shares have been endorsed,  transferred
and delivered, and the name of the Optionee (or of such personal representative,
administrator,  distributee  or legatee  of the  Optionee's  estate,  or of such
transferee)  has been entered as the  shareholder  of record on the books of the
Corporation.

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         8. EFFECT OF CHANGES IN CAPITALIZATION.

            8.1      Changes in Shares.

            If the number of outstanding  shares of Common Stock is increased or
decreased or changed into or exchanged  for a different  number or kind of stock
or other  securities  of the  Corporation  by  reason  of any  recapitalization,
reclassification, stock split, reverse split, combination of shares, exchange of
shares,  stock dividend or other distribution payable in capital stock, or other
increase or decrease in such shares effected without receipt of consideration by
the Corporation  occurring after the date the Option is granted, a proportionate
and  appropriate  adjustment  shall be made by the Corporation in the number and
kind of shares subject to the Option, so that the proportionate  interest of the
Optionee immediately  following such event shall, to the extent practicable,  be
the same as immediately  prior to such event.  Any such adjustment in the Option
shall not change the total Option  Price with  respect to shares  subject to the
unexercised   portion  of  the  Option   but  shall   include  a   corresponding
proportionate  adjustment  in the  Option  Price  per  share.  In the event of a
spin-off by the Corporation of the shares of a subsidiary,  a stock dividend for
which the Corporation will claim a dividends paid deduction under Section 561 of
the  Code  (or any  successor  provision),  or a pro  rata  distribution  to all
shareholders  of other assets of the  Corporation,  the Committee may, but shall
not be required to, make  appropriate  adjustments to (i) the number and kind of
shares  or other  assets  for  which  the  Option  is  exercisable  and (ii) the
per-share exercise price of the Option.

            8.2  Reorganization in Which the Corporation Is the Surviving Entity
and in Which No Change of Control Occurs.

            Subject to  Section  8.3  hereof,  if the  Corporation  shall be the
surviving  entity  in  any  reorganization,   merger  or  consolidation  of  the
Corporation  with one or more other  entities,  the Option shall  pertain to and
apply to the securities to which a holder of the number of shares subject to the
Option  would have been  entitled  immediately  following  such  reorganization,
merger or consolidation,  with a corresponding  proportionate  adjustment of the
Option Price per share so that the aggregate  Option Price  thereafter  shall be
the same as the aggregate Option Price immediately prior to such reorganization,
merger or consolidation.

            8.3 Reorganization, Sale of Assets or Sale of Stock Which Involves a
Change of Control.

            Subject to the  exceptions  set forth in the last  sentence  of this
Section 8.3,  fifteen days prior to the  scheduled  consummation  of a Change of
Control,  the Option shall become  immediately  exercisable  with respect to all
shares  subject  to the  Option  and shall  remain  exercisable  for a period of
fifteen days. Any exercise of the Option during such fifteen-day period shall be
conditioned  upon  the  consummation  of the  Change  of  Control  and  shall be
effective only  immediately  before the  consummation  of the Change of Control.
Upon  consummation of any Change of Control,  unless  exercised the Option shall
terminate.  The Committee shall send written notice of an event that will result
in such a  termination  to the  Optionee  not  later  than the time at which the
Corporation  gives  notice  thereof to its  shareholders.  For  purposes of this
Section  8.3,  a "Change  of  Control"  shall be  deemed  to occur  upon (i) the
dissolution or liquidation of the  Corporation or upon a merger,  consolidation,
or  reorganization  of the Corporation  with one or more other entities in which
the Corporation is not the surviving entity, (ii) a sale of substantially all of
the  assets of the  Corporation  to  another  entity,  or (iii) any  transaction
(including   without   limitation  a  merger  or  reorganization  in  which  the
Corporation is the surviving  corporation) which results in any person or entity
(other  than B.  Wayne  Hughes and  members of his family and their  affiliates)
owning 50% or more of the  combined  voting power of all classes of stock of the
Corporation.  This  Section  8.3 shall not apply to any Change of Control to the
extent that (A) provision is made in writing in  connection  with such Change of
Control for the assumption of the Option, or for the substitution for the Option
of a new option  covering  the stock of a  successor  corporation,  or a parent,
subsidiary or affiliate thereof,  with appropriate  adjustments as to the number
and kind of shares and exercise prices, in which event the Option shall continue
in the manner  and under the terms so  provided  or (B) a  majority  of the full
Board  determines  that such Change of Control shall not trigger  application of
the provisions of this Section 8.3.

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            8.4 Adjustments.

            Adjustments specified in this Section 8 relating to shares of Common
Stock or securities of the  Corporation  shall be made by the  Committee,  whose
determination  in that  respect  shall be  final,  binding  and  conclusive.  No
fractional  shares  shall be issued  pursuant  to any such  adjustment,  and any
fractions resulting from any such adjustment shall be eliminated in each case by
rounding downward to the nearest whole share.

         9. GENERAL RESTRICTIONS.

         The  Corporation  shall not be  required to sell or issue any shares of
Common  Stock  under the Option if the sale or  issuance  of such  shares  would
constitute  a  violation  by the  individual  exercising  the  Option  or by the
Corporation  of any  provision  of any  law or  regulation  of any  governmental
authority,  including without limitation any federal or state securities laws or
regulations.  If at any time the Corporation shall determine, in its discretion,
that the listing,  registration or  qualification  of any shares of Common Stock
subject to the Option upon any securities exchange or under any state or federal
law, or the consent or approval of any government  regulatory body, is necessary
or desirable as a condition of, or in connection  with, the issuance or purchase
of shares hereunder,  the Option may not be exercised in whole or in part unless
such listing, registration,  qualification,  consent or approval shall have been
effected or obtained free of any conditions  not acceptable to the  Corporation,
and any delay caused  thereby shall in no way affect the date of  termination of
the Option.  Specifically,  in connection  with the Securities Act of 1933, upon
notice of exercise of the Option, unless a registration statement under such Act
is in effect with respect to the shares covered by the Option,  the  Corporation
shall not be  required  to sell or issue such shares  unless the  Committee  has
received  evidence  satisfactory  to the Committee that the holder of the Option
may acquire such shares  pursuant to an exemption from  registration  under such
Act. Any  determination  in this  connection  by the  Committee  shall be final,
binding,  and  conclusive.  The  Corporation  shall not be obligated to take any
affirmative  action in order to cause the exercise of the Option or the issuance
of shares of Common Stock pursuant  thereto to comply with any law or regulation
of any governmental authority. As to any jurisdiction that expressly imposes the
requirement that the Option shall not be exercisable unless and until the shares
covered by the Option are  registered  or are subject to an available  exemption
from registration,  the exercise of the Option (under circumstances in which the
laws  of  such  jurisdiction   apply)  shall  be  deemed  conditioned  upon  the
effectiveness of such registration or the availability of such an exemption.

         10. DISCLAIMER OF RIGHTS.

         No provision in this Option Agreement shall be construed to confer upon
the Optionee the right to be employed by the  Corporation  or any  Subsidiary or
Service Provider or to provide  services to the Corporation,  or to interfere in
any way with the right and  authority of the  Corporation  or any  Subsidiary or
Service Provider either to increase or decrease the compensation of the Optionee
at any time, or to terminate any  employment or other  relationship  between the
Optionee and the Corporation or any Subsidiary or Service Provider.

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         11. WITHHOLDING TAXES

         Upon  the  request  of  the  Corporation,  a  Subsidiary  or a  Service
Provider,  the Optionee  shall  promptly pay to the  Corporation,  Subsidiary or
Service  Provider,  or  make  arrangements   satisfactory  to  the  Corporation,
Subsidiary or Service Provider regarding payment of, any federal, state or local
taxes of any kind  required by law to be withheld as a result of the  Optionee's
exercise of the Option.  The  Corporation,  a Subsidiary  or a Service  Provider
shall have the right to deduct from  payments of any kind  otherwise  due to the
Optionee any such taxes.  The Optionee  shall make any such  payments in cash or
cash  equivalents or, subject to the prior approval of the Committee,  which may
be  withheld in the  Committee's  sole  discretion,  the  Optionee  may elect to
satisfy  the  withholding  obligation,  in whole or in part,  (i) by causing the
Corporation, the Subsidiary or the Service Provider to withhold shares of Common
Stock  otherwise  issuable  to the  Optionee  pursuant  to the Option or (ii) by
delivering to the Corporation,  the Subsidiary or the Service Provider shares of
Common  Stock  already  owned by the  Optionee.  The  shares of Common  Stock so
delivered  or withheld  shall have an  aggregate  Fair Market Value equal to the
applicable  withholding  obligations.  The Optionee may deliver or have withheld
only shares of Common Stock that are not subject to any repurchase,  forfeiture,
unfulfilled vesting, or other similar requirements.

         12. INTERPRETATION OF THIS OPTION AGREEMENT.

         All decisions and interpretations  made by the Committee with regard to
any question  arising under the Plan or this Option  Agreement  shall be binding
and conclusive on the Corporation and the Optionee and any other person entitled
to exercise  the Option as provided  for herein.  In the event that there is any
inconsistency  between the provisions of this Option  Agreement and of the Plan,
the provisions of the Plan shall govern.

         13. GOVERNING LAW.

         This Option Agreement is executed  pursuant to and shall be governed by
the laws of the State of  California  (but not including the choice of law rules
thereof).

         14. BINDING EFFECT.

         Subject to all  restrictions  provided for in this Option Agreement and
by applicable law relating to assignment  and transfer of this Option  Agreement
and the option provided for herein,  this Option Agreement shall be binding upon
and inure to the  benefit  of the  parties  hereto and their  respective  heirs,
executors, administrators, successors, transferees and assigns.

         15.      NOTICE.

         Any notice  hereunder  by the Optionee to the  Corporation  shall be in
writing and shall be deemed duly given if mailed or delivered to the Corporation
at its principal office,  addressed to the attention of the Corporate Secretary,
or if so mailed or  delivered  to such  other  address  as the  Corporation  may
hereafter  designate  by notice to the  Optionee.  Any notice  hereunder  by the
Corporation  to the Optionee  shall be in writing and shall be deemed duly given
if mailed or  delivered to the  Optionee at the address  specified  below by the
Optionee for such purpose, or if so mailed or delivered to such other address as
the Optionee may hereafter designate by written notice given to the Corporation.

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         16. ENTIRE AGREEMENT.

         This Option  Agreement  constitutes the entire agreement and supersedes
all prior understandings and agreements,  written or oral, of the parties hereto
with respect to the subject matter hereof. Neither this Option Agreement nor any
term hereof may be amended, waived, discharged or terminated except by a written
instrument signed by the Corporation and the Optionee;  provided,  however, that
the Corporation  unilaterally  may waive any provision  hereof in writing to the
extent that such waiver does not adversely  affect the interests of the Optionee
hereunder,  but  no  such  waiver  shall  operate  as  or be  construed  to be a
subsequent  waiver of the same  provision  or a waiver  of any  other  provision
hereof.

         IN WITNESS  WHEREOF,  the parties hereto have duly executed this Option
Agreement,  or caused this Option Agreement to be duly executed on their behalf,
as of the day and year first above written.


                                PUBLIC STORAGE, INC.


                                By: ________________________________________
                                    Name:
                                    Title:



                                OPTIONEE:


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                                ADDRESS FOR NOTICE TO OPTIONEE:


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                                Number            Street

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                                City              State             Zip Code


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