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
_________________
PUBLIC STORAGE PROPERTIES V, LTD.
(Name of Subject Company)
_________________
B. Wayne Hughes
Public Storage, Inc.
(Bidder)
_________________
Units of Limited Partnership Interest
(Title of Class of Securities)
_________________
NONE
(CUSIP Number of Class of Securities)
_________________
DAVID GOLDBERG
Public Storage, Inc.
701 Western Avenue, Suite 200,
Glendale, California 91201-2397
(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.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, correct and complete.
Dated: April 18, 1997 /s/ B. WAYNE HUGHES
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B. Wayne Hughes
PUBLIC STORAGE, INC.
By: /S/ HARVEY LENKIN
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Harvey Lenkin
President
<PAGE>
Exhibit Index
Exhibit No.
(a) 1 Offer to Purchase dated March 21, 1997. Previously
filed and incorporated herein by reference.
2 Letter of Transmittal. Previously filed and
incorporated herein by reference.
3 Form of letters to Unitholders. Previously filed and
incorporated herein by reference.
4 Press release dated April 18, 1997.
(b) 1 Letter agreement by and between B. Wayne Hughes and
Wells Fargo Bank, National Association dated as of
November 1, 1995 (the "Credit Agreement") and
Revolving Line of Credit Note. Filed with B. Wayne
Hughes' Tender Offer Statement on Schedule 14D-1
relating to Public Storage Properties IV, Ltd.
filed on March 21, 1997 and incorporated herein by
reference.
2 Amendment to Credit Agreement dated as of January 13,
1997. Filed with B. Wayne Hughes' Tender Offer
Statement on Schedule 14D-1 relating to Public Storage
Properties IV, Ltd. filed on March 21, 1997 and
incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
Exhibit (a)(4)
News Release
Public Storage Properties IV, Ltd.
Public Storage Properties V, Ltd.
701 Western Avenue
P.O. Box 25050
Glendale, CA 91221-5050
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For Release: Immediately
Date: April 18, 1997
Contact: Mr. Harvey Lenkin
(818) 244-8080
GLENDALE, California--The tender offers for units of limited partnership
interest in Public Storage Properties IV, Ltd., a California limited
partnership, and Public Storage Properties V, Ltd., a California limited
partnership, described in the Offers to Purchase dated March 21, 1997,
have been extended from April 21, 1997 to 5:00 p.m. New York City time
on May 2, 1997.
In the tender offers, approximately 2,548 and 2,810 units have been
tendered in Public Storage Properties IV, Ltd. and Public Storage
Properties V, Ltd., respectively.
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