Exhibit 10.31

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


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

         A.Pursuant  to Section  3.3 of the March 29th  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 two new  classes  and  series of units,  with the
designations,  preferences and other rights, powers and duties set forth in this
Amendment,  to be known as Series P and Series P2 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 March 29th Agreement.

         The parties agree as follows:

         1. The introductory paragraph of the March 29th Agreement is amended to
add the following as a new final sentence of that paragraph:

         "Meadowbrook Equity Fund III, LLC, a New York Limited Liability Company
         ("MEADOWBROOK")  has  become a limited  partner  effective  August  11,
         2000."

         2. The  following  definitions  shall be inserted into Section 1 of the
March 29th Agreement in the appropriate alphabetical order:

         "SERIES P PREFERRED  UNITS" means the series of  partnership  interests
         designated  as the  "8.75%  Series P  Cumulative  Redeemable  Perpetual
         Preferred  Units"  entitled to the rights  described in this Agreement.
         The Series P Preferred Units are Exchangeable  Preferred Units, and the
         Corresponding  Preferred Stock with respect to those units is the 8.75%
         Cumulative Preferred Stock, Series P, of the Company.

         "SERIES P2 PREFERRED  UNITS" means the series of partnership  interests
         designated  as the "8.75%  Series P2  Cumulative  Redeemable  Perpetual
         Preferred Units" entitled to the rights described in this Agreement.

         3. The  definition  of  "CONTRIBUTION  AGREEMENTS"  in the  March  29th
Agreement  is amended to add,  immediately  following  clause (iii) a new clause
(iv) to read:

         , (iv) Meadowbrook,  the Partnership and the Company dated as of August
         11, 2000

and to renumber the final clause of that definition as clause (v).

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         4. The definition of "LIMITED  PARTNERS" in the March 29th Agreement is
amended to add, immediately following "the DLJ Limited Partners" the following:

         , Meadowbrook

         5. The  definition  of  "PARITY  PREFERRED  UNITS"  in the  March  29th
Agreement  is  amended  to add the  following  as a new final  sentence  of that
definition:

         The Series P  Preferred  Units and Series P2  Preferred  Units shall be
PARITY PREFERRED UNITS.

         6. The  definition of "PRIORITY  RETURN" in the March 29th Agreement is
amended to add, immediately following clause (ii) a new clause (iii) to read:

         , (iii) for the Series P Preferred  Units and Series P2 Preferred Units
         an amount equal to eight and three quarters  percent  (8.75%) per annum
         of the stated value of $25 per unit

and to renumber the final clause of that  definition as clause (iv),  and to add
the following as a new final sentence of that definition:

         In computing  Priority Returns,  one day's worth of return shall accrue
         for each full day that the units are outstanding (for example, if units
         are initially  issued on March 17, during that first  calendar  quarter
         the units  will be  outstanding  for 14 full  days,  and will  accrue a
         priority  return of  14/90ths of the amount that would be payable for a
         full calendar quarter).

         7. On the Effective Date: (a)  Meadowbrook  Equity Fund III, LLC, a New
York Limited Liability Company  ("MEADOWBROOK")  shall make or shall have made a
Capital  Contribution  to the  Partnership  of  $50,000,000  in cash and (b) the
Partnership  shall issue or shall have issued to Meadowbrook  2,000,000 Series P
Preferred  Units.  In order to reflect  the  issuance  of the Series P Preferred
Units to Meadowbrook  and the conversion of an equivalent  number of Partnership
Common Units held by the PS Limited  Partner into Series P2 Preferred  Units, on
the  Effective  Date,  Exhibit A to the March 29th  Agreement  is replaced  with
Exhibit A in the form attached to this Amendment.

         8.  Section  3.2 of the March  29th  Agreement  is  amended  to add the
following as a new penultimate sentence of that section:

         The address of Meadowbrook is Bessemer Trust Company, N.A., as Manager,
         630 Fifth Avenue, New York, New York 10111, Attention: General Counsel.

         9. Section 6.6.1 of the March 29th  Agreement is amended to read in its
entirety as follows:

         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.  On or after the fifth  anniversary
         date of each  such  series,  the  Partnership  shall  have the right to
         redeem  the  Series  N,   Series  O  or  Series  P   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 or Series P  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. 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).

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         10.  Section 6.7 of the March 29th  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  O or  Series P
         Preferred Units.

         11.  Section 10.3 of the March 29th Agreement is amended to read in its
entirety as follows:

                  10.3 CERTAIN VOTING RIGHTS.

                           10.3.1  SERIES  O  PREFERRED  UNITS.  Holders  of the
         Series O  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 O Preferred
         Units  remain  outstanding,  the  Partnership  shall not,  without  the
         affirmative  vote of the holders of at least a majority of the Series O
         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 O Preferred Units."

                           10.3.2  SERIES  P  PREFERRED  UNITS.  Holders  of the
         Series P  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 P Preferred
         Units  remain  outstanding,  the  Partnership  shall not,  without  the
         affirmative  vote of the holders of at least a majority of the Series P
         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 P Preferred Units."

         12. The final  sentence of Section 11.2 of the March 29th  Agreement is
amended to add, immediately following clause (iv) a new clause (v) to read:

         , (v) a so called  "exchange"  fund managed by Bessemer  Trust Company,
         N.A.,  or one of its  affiliates  (in the case of transfers to entities
         described  in this clause (v),  transfers  may be made during the first
         year  after the date of this  Agreement  and the  requirement  that the
         transferee  acquire at least 500,000 Parity  Preferred  Units shall not
         apply,  so long as Series P Preferred Units are held by 5 or fewer such
         entities)

and to renumber the final clause of that definition as clause (vi).

         13.  Section  11.7.6 of the March 29th  Agreement is amended to replace
the reference to "Investment  Partnership Act of 1940" with "Investment  Company
Act of 1940".

         14.  Section  12.1.4 of the March 29th  Agreement is amended to add the
following new clause after clause (e):

                  (f) only with respect to the Series P Preferred  Units,  if at
         any time the  Partnership  shall  commence  a  voluntary  case or other
         proceeding  seeking  liquidation,  reorganization  or other relief with
         respect  to itself or its debts  under any  bankruptcy,  insolvency  or
         other similar law now or hereafter in effect or seeking the appointment
         of a trustee, receiver, liquidator, custodian or other similar official
         of it or any substantial part of its property,  or shall consent to any
         such relief or to the  appointment of or taking  possession by any such
         official in an involuntary case or other proceeding  commenced  against
         it, or shall make a general assignment for the benefit of creditors, or
         shall take any  corporate  action to authorize  any of the foregoing or
         shall  fail  generally  to pay its  debts  as they  become  due,  or an
         involuntary  case or other  proceeding  shall be commenced  against the
         partnership  seeking  liquidation,  reorganization or other relief with
         respect to it or its debts under any  bankruptcy,  insolvency  or other

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         similar law now or hereafter in effect or seeking the  appointment of a
         trustee, receiver,  liquidator,  custodian or other similar official of
         it or any substantial  part of its property,  and such involuntary case
         or other proceeding shall remain  undismissed and unstayed for a period
         of 60 days;  or an  order  for  relief  shall be  entered  against  the
         Partnership  under the federal  bankruptcy  laws as now or hereafter in
         effect.

         15.  Section 12.2 of the March 29th Agreement is amended to read in its
entirety as follows:

                  12.2 RIGHT TO EXCHANGE.

                           12.2.1  SERIES  O  PREFERRED   UNITS.  The  Series  O
         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 12.2.1, but as if each reference in
         those provisions to "Series N Preferred Units" instead were a reference
         to "Series O Preferred  Units," and by treating  each  reference to the
         "Series N  Preferred  Stock" as a  reference  to the 9.125%  Cumulative
         Preferred Stock, Series O, of the Company.

                           12.2.2  SERIES  P  PREFERRED   UNITS.  The  Series  P
         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 12.2.2, but as if each reference in
         those provisions to "Series N Preferred Units" instead were a reference
         to "Series P Preferred  Units," and by treating  each  reference to the
         "Series P  Preferred  Stock"  as a  reference  to the 8.75%  Cumulative
         Preferred Stock, Series P, of the Company.

         16.  Except  as  expressly  provided  in  this  Amendment,  all  of the
provisions of the March 29th Agreement are ratified and confirmed,  and continue
in full force and effect.

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         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/ HARVEY LENKIN
                                    -----------------
                                    Harvey Lenkin, President


                         By:   /S/ DAVID P. SINGELYN
                               ---------------------
                               David P. Singelyn, Assistant Secretary

                         "LIMITED PARTNERS:"

                         PS LPT PROPERTIES INVESTORS,
                         a Maryland business trust


                         By:  /S/ HARVEY LENKIN
                              -----------------
                              Harvey Lenkin, President


                         By:  /S/ DAVID P. SINGELYN
                              ---------------------
                              David P. Singelyn, Assistant Secretary

                         MEADOWBROOK EQUITY FUND III, LLC,
                         a New York limited liability company


                         By:  Bessemer Trust Company, N.A., as Manager


                              By:   /S/ WILLIAM J. TYNE
                                    -------------------
                                    Name:    William J. Tyne
                                    Title:   Executive Vice President

                            [signatures continued]

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                         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/ HARVEY LENKIN
                                        Harvey Lenkin
                                        President


                                   By:  /S/ DAVID P. SINGELYN
                                        ---------------------
                                        David P. Singelyn
                                        Assistant Secretary


ACKNOWLEDGED AND AGREED, AS TO THE
ISSUANCE OF COMPANY STOCK PURSUANT
TO SECTION 12 OF THE MARCH 29TH AGREEMENT:

"COMPANY"

PUBLIC STORAGE, INC.,
a California corporation


By:  /S/ HARVEY LENKIN
     -----------------
     Harvey Lenkin
     President


By:  /S/ DAVID P. SINGELYN
     ---------------------
     David P. Singelyn
     Assistant Secretary

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