SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
AMENDMENT NO. 1 TO
STATEMENT ON SCHEDULE 14D-1
Amendment to Tender Offer Statement Pursuant To Section 14(d)(1) of
the Securities Exchange Act of 1934
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PUBLIC STORAGE PARTNERS II, LTD.
(Name of Subject Company)
_________________
Public Storage, Inc.
B. Wayne Hughes
(Bidder)
_________________
Units of Limited Partnership Interest
(Title of Class of Securities)
_________________
NONE
(CUSIP Number of Class of Securities)
_________________
DAVID GOLDBERG
Storage Equities, Inc.
600 North Brand Boulevard, Suite 300
Glendale, California 91203-1241
(818) 244-8080
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
_________________
Item 11. Material to be filed as Exhibits.
---------------------------------
See Exhibit Index contained herein.
SIGNATURE
After due inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: September 28, 1995 PUBLIC STORAGE, INC.
By: /S/ B. WAYNE HUGHES
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B. Wayne Hughes
President
/S/ B. WAYNE HUGHES
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B. Wayne Hughes
Exhibit Index
Exhibit No.
a. 1 Offer to Purchase dated August 30, 1995. Previously
filed.
2 Letter of Transmittal. Previously filed.
3 Form of letters to Unitholders. Previously filed.
4 Supplement dated September 29, 1995. Attached hereto.
b. 1 Credit Agreement by and between the Company and Wells
Fargo Bank, National Association dated as of March 1, 1994
(the "Credit Agreement"). Filed with the Company's Tender
Offer Statement on Schedule 14D-1 relating to Public
Storage Properties IV, Ltd. filed on March 3, 1995 and
incorporated herein by reference.
2 First Amendment to Credit Agreement dated as of July 1,
1994. Filed with the Company's Tender Offer Statement on
Schedule 14D-1 relating to Public Storage Properties IV,
Ltd. filed on March 3, 1995 and incorporated herein by
reference.
Supplement to Offer to Purchase for
Cash Limited Partnership Units of
Public Storage Partners II, Ltd. by
Public Storage, Inc. and B. Wayne Hughes
The information contained in the Offer to Purchase dated August 30,
1995 is supplemented by the following:
Public Storage, Inc. and B. Wayne Hughes' offer for limited
partnership units in Public Storage Partners II, Ltd. has been extended to
5:00 p.m. New York City time on October 18, 1995. In the tender offer,
approximately 2,497 units had been tendered as of September 26, 1995.
Dated: September 29, 1995
