Exhibit 3.42

                   6.850% CUMULATIVE PREFERRED STOCK, SERIES Y
                                       OF
                              PUBLIC STORAGE, INC.
                              --------------------


               The undersigned,  Harvey Lenkin 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 "6.850% Cumulative  Preferred Stock,  Series Y" consisting
of 1,600,000 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 8th day of December, 2003.


                                              /s/ Harvey Lenkin
                                              ----------------------------------
                                              Harvey Lenkin
                                              President



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


<PAGE>


                                    EXHIBIT A

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


                    ESTABLISHING A SERIES OF 6.85% CUMULATIVE
                            PREFERRED STOCK, SERIES Y


                    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 "6.85% Cumulative  Preferred Stock,  Series Y," shall
consist of 1,600,000 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
Deemed  Original Issue Date (as defined  below) to but excluding  April 1, 2004,
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 April 1, 2004, and shall end
on and include the day next  preceding  the next  Dividend  Period  Commencement
Date,  at a rate per  annum  equal to 6.85% of the $25 per  share  stated  value
thereof (the "Dividend  Rate").  Dividends on each share of this Series shall be
cumulative  from the  Deemed  Original  Issue  Date of such  share  and shall be
payable,  without  interest  thereon,  when,  as and if declared by the Board of
Directors,  on or before March 31, June 30, September 30 and December 31 of each
year,  commencing  on December 31, 2003 or, in the case of shares of this Series
with a Deemed  Original  Issue  Date after  December  31,  2003,  the first such
dividend payment date following such Deemed Original Issue 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


<PAGE>


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.

                    "Deemed Original Issue Date" means January 7, 2004.

                    (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
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 1/4% Cumulative  Preferred Stock,  Series K (the
"Series K Preferred  Stock"), 8 1/4% Cumulative  Preferred Stock,  Series L (the
"Series L 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") and 6.450% Cumulative Preferred Stock, Series X (the
"Series X 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


                                      3
<PAGE>


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 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 K
Preferred Stock,  Series L 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 and Series X 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


                                       4


<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 January 7, 2009. 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 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


                                       5


<PAGE>


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
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


                                       6
<PAGE>


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,
trading market or quotation  system, at $25 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


                                       7


<PAGE>


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


                                       8


<PAGE>


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
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 K Preferred
Stock,  Series L 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 and Series X 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.



                                       9