PUBLIC STORAGE PROPERTIES V LTD, 10-K405, 1997-03-28

PUBLIC STORAGE PROPERTIES V LTD
10-K405, 1997-03-28
LESSORS OF REAL PROPERTY, NEC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 [Fee Required]

For the fiscal year ended December 31, 1996

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]

For the transition period from to
--------- -----------

Commission File Number 0-9208

PUBLIC STORAGE PROPERTIES V, LTD
--------------------------------
(Exact name of registrant as specified in its charter)

California 95-3292068
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

701 Western Avenue
Glendale, California 91201
- --------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (818) 244-8080
--------------

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to Section 12(g) of the Act:

Units of Limited Partnership Interest
-------------------------------------
(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No
-- --

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to the
form 10-K. [X]

DOCUMENTS INCORPORATED BY REFERENCE

NONE

<PAGE>

PART I
ITEM 1. BUSINESS.
---------
General
- -------

Public Storage Properties V, Ltd. (the "Partnership") is a publicly held
limited partnership formed under the California Uniform Limited Partnership Act
in May 1978. The Partnership raised $22,000,000 in gross proceeds by selling
44,000 units of limited partnership interests ("Units") in an interstate
offering which commenced in March 1979 and completed in October 1979. The
Partnership was formed to engage in the business of developing and operating
self-storage facilities offering storage space for personal and business use
(the "mini-warehouses").

In 1995, there were a series of mergers among Public Storage Management,
Inc. (which was the Partnership's mini-warehouse operator), Public Storage, Inc.
(which was one of the Partnership's general partners) and their affiliates
(collectively, "PSMI"), culminating in the November 16, 1995 merger (the "PSMI
Merger") of PSMI into Storage Equities, Inc., a real estate investment trust
("REIT") organized as a California corporation. In the PSMI Merger, Storage
Equities, Inc. was renamed Public Storage, Inc. ("PSI") and PSI acquired
substantially all of PSMI's United States real estate operations and became a
co-general partner of the Partnership and the operator of the Partnership's
mini-warehouse properties.

The Partnership's general partners are PSI and B. Wayne Hughes ("Hughes")
(collectively referred to as the "General Partners"). Hughes has been a general
partner of the Partnership since its inception. Hughes is chairman of the board
and chief executive officer of PSI, and Hughes and members of his family (the
"Hughes Family") are the major shareholders of PSI.

The Partnership is managed and its investment decisions are made by Hughes
and the executive officers and directors of PSI. The limited partners of the
Partnership have no right to participate in the operation or conduct of its
business and affairs.

The Partnership's objectives are to (i) maximize the potential for
appreciation in value of the Partnership's properties and (ii) generate
sufficient cash flow from operations to pay all expenses, including the payment
of interest to Noteholders. All of the properties were financed in 1989.

The term of the Partnership is until all properties have been sold and in
any event, not later than December 31, 2038.

Investments in Facilities
- -------------------------

At December 31, 1996, the Partnership owned 15 properties including one
business park. Nine of the properties are located in California, three in
Florida and three in Georgia. One of the mini-warehouses, the Miami/Perrine,
Florida facility, was destroyed by Hurricane Andrew in August 1992, and will not
be reconstructed (see Item 2 below). One property, located in California, was
sold in May 1982.

Mini-warehouse Properties
- -------------------------

Mini-warehouses are designed to offer accessible storage space for personal
and business use at a relatively low cost. A user rents a fully enclosed space
which is for the user's exclusive use and to which only the user has access on
an unrestricted basis during business hours. On-site operation is the
responsibility of resident managers who are supervised by area managers. Some
mini-warehouses also include rentable uncovered parking areas for vehicle
storage. Leases for mini-warehouse space may be on a long-term or short-term
basis, although typically spaces are rented on a month-to-month basis. Rental
rates vary according to the location of the property and the size of the storage
space.

Users of space in mini-warehouses include both individuals and large and
small businesses. Individuals usually employ this space for storage of, among
other things, furniture, household appliances, personal belongings, motor
vehicles, boats, campers, motorcycles and other household goods. Businesses
normally employ this space for storage of excess inventory, business records,
seasonal goods, equipment and fixtures.

2
<PAGE>

Mini-warehouses in which the Partnership has invested generally consist of
three to seven buildings containing an aggregate of between 350 to 750 storage
spaces, most of which have between 25 and 400 square feet and an interior height
of approximately 8 to 12 feet.

The Partnership experiences minor seasonal fluctuations in the occupancy
levels of mini-warehouses with occupancies higher in the summer months than in
the winter months. The Partnership believes that these fluctuations result in
part from increased moving activity during the summer.

The Partnership's mini-warehouses are geographically diversified and are
generally located in heavily populated areas and close to concentrations of
apartment complexes, single family residences and commercial developments.
However, there may be circumstances in which it may be appropriate to own a
property in a less populated area, for example, in an area that is highly
visible from a major thoroughfare and close to, although not in, a heavily
populated area. Moreover, in certain population centers, land costs and zoning
restrictions may create a demand for space in nearby less populated areas.

As with most other types of real estate, the conversion of mini-warehouses
to alternative uses in connection with a sale or otherwise would generally
require substantial capital expenditures. However, the Partnership does not
intend to convert its mini-warehouses to other uses.

Commercial Property
- -------------------

The Partnership owns one commercial property, a business park located in
San Francisco, California.

Operating Strategies
- --------------------

The Partnership's mini-warehouses are operated by PSI under the "Public
Storage" name, which the Partnership believes is the most recognized name in the
mini-warehouse industry. The major elements of the Partnership's operating
strategies are as follows:

* CAPITALIZE ON "PUBLIC STORAGE'S" NAME RECOGNITION. PSI, together with
its predecessor, has more than 20 years of operating experience in the
mini-warehouse business. PSI has informed the Partnership that it is the
largest mini-warehouse facility operator in the United States in terms
of both number of facilities and rentable space operated. PSI believes
that its marketing and advertising programs improve its competitive
position in the market. PSI's in-house Yellow Pages staff designs and
places advertisements in approximately 700 directories. Commencing in
early 1996, PSI began to experiment with a telephone reservation system
designed to provide added customer service. Customers calling either
PSI's toll-free telephone referral system, (800) 44-STORE, or a
mini-warehouse facility are directed to PSI's reservation system where a
trained representative discusses with the customer space requirements,
price and location preferences and also informs the customer of other
products and services provided by PSI. As of December 31, 1996, the
telephone reservation system was supporting rental activity at all of
the Partnership's properties. PSI's toll-free telephone referral system
services approximately 120,000 calls per month from potential customers
inquiring as to the nearest Public Storage mini-warehouse.

* MAINTAIN HIGH OCCUPANCY LEVELS AND INCREASE REALIZED RENTS. Subject to
market conditions, the Partnership generally seeks to achieve average
occupancy levels in excess of 90% and to eliminate promotions prior to
increasing rental rates. Average occupancy for the Partnership's
mini-warehouses has increased from 90% in 1995 to 92% in 1996. Realized
monthly rents per occupied square foot increased from $.76 in 1995 to
$.78 in 1996. The Partnership has increased rental rates in many markets
where it has achieved high occupancy levels and eliminated or minimized
promotions.

* SYSTEMS AND CONTROLS. PSI has an organizational structure and a property
operation system, "CHAMP" (Computerized Help and Management Program),
which links its corporate office with each mini-warehouse. This enables
PSI to obtain daily information from each mini-warehouse and to achieve
efficiencies in operations and maintain control over its space
inventory, rental rates, promotional discounts and delinquencies.
Expense management is achieved through centralized payroll and accounts
payable systems and a comprehensive property tax appeals department, and
PSI has an extensive internal audit program designed to ensure proper
handling of cash collections.
3
<PAGE>
* PROFESSIONAL PROPERTY OPERATION. In addition to the approximately 150
support personnel at the Public Storage corporate offices, there are
approximately 2,700 on-site personnel who manage the day-to-day
operations of the mini-warehouses in the Public Storage system. These
on-site personnel are supervised by approximately 110 district managers,
15 regional managers and three divisional managers (with an average of
13 years' experience in the mini-warehouse industry) who report to the
president of the mini-warehouse property operator (who has 12 years of
experience with the Public Storage organization). PSI carefully selects
and extensively trains the operational and support personnel and offers
them a progressive career path. See "Property Operators."

Property Operators
- ------------------

The Partnership's mini-warehouse properties are managed by PSI (as
successor to PSMI) pursuant to a Management Agreement. Through 1996, the
Partnership's commercial property was managed by Public Storage Commercial
Properties Group, Inc. ("PSCPG") pursuant to a Management Agreement. In January
1997, American Office Park Properties, L.P. ("AOPPLP") became the manager of the
Partnership's commercial property pursuant to the Management Agreement. AOPPLP
is an operating partnership formed to own and operate business parks in which
PSI has an approximate 85% economic interest. The general partner of AOPPLP is
PSCPG, now known as American Office Park Properties, Inc.

Under the supervision of the Partnership, PSI and AOPPLP coordinate the
operation of the facilities, establish rental policies and rates, direct
marketing activity and direct the purchase of equipment and supplies,
maintenance activity and the selection and engagement of all vendors, supplies
and independent contractors.

PSI and AOPPLP engage, at the expense of the Partnership, employees for the
operation of the Partnership's facilities, including resident managers,
assistant managers, relief managers, and billing and maintenance personnel. Some
or all of these employees may be employed on a part-time basis and may also be
employed by other persons, partnerships, real estate investment trusts or other
entities owning facilities operated by PSI and AOPPLP.

In the purchasing of services such as advertising (including broadcast
media advertising) and insurance, PSI and AOPPLP attempt, to achieve economies
by combining the resources of the various facilities that it operates.
Facilities operated by PSI have historically carried comprehensive insurance,
including fire, earthquake, liability and extended coverage.

PSI and AOPPLP have developed systems for space inventory, accounting and
handling delinquent accounts, including a computerized network linking PSI
operated facilities. Each project manager is furnished with detailed operating
procedures and typically receives facilities management training from PSI. Form
letters covering a variety of circumstances are also supplied to the project
managers. A record of actions taken by the project managers when delinquencies
occur is maintained.

The Partnership's facilities are typically advertised via signage, yellow
pages, flyers and broadcast media advertising (television and radio) in
geographic areas in which many of the Partnership's facilities are located.
Broadcast media and other advertising costs are charged to the Partnership's
facilities located in geographic areas affected by the advertising. From time to
time, PSI and AOPPLP adopt promotional programs, such as temporary rent
reductions, in selected areas or for individual facilities.

For as long as the Management Agreement between the Partnership and PSI is
in effect, PSI has granted the Partnership a non-exclusive license to use two
PSI service marks and related designs including the "Public Storage" name in
conjunction with rental and operation of facilities managed pursuant to the
Management Agreement. Upon termination of the Management Agreement, the
Partnership would no longer have the right to use the service marks and related
designs. The General Partners believe that the loss of the right to use the
service marks and related designs could have a material adverse effect on the
Partnership's business.

The Management Agreement between the Partnership and PSI provides that the
Management Agreement may be terminated without cause upon 60 days' written
notice by either party. The Management Agreement between the Partnership and
AOPPLP provides that the Management Agreement may be terminated (i) without
cause upon 60 days written notice by the Partnership and upon seven years notice
by AOPPLP and (ii) at any time by either party for cause.
4
<PAGE>

Competition
- -----------

Competition in the market areas in which the Partnership operates is
significant and affects the occupancy levels, rental rates and operating
expenses of certain of the Partnership's facilities. Competition may be
accelerated by any increase in availability of funds for investment in real
estate. Recent increases in plans for development of mini-warehouses is expected
to further intensify competition among mini-warehouse operators in certain
market areas. In addition to competition from mini-warehouses operated by PSI,
there are three other national firms and numerous regional and local operators.
The Partnership believes that the significant operating and financial experience
of PSI and the "Public Storage" name, should enable the Partnership to continue
to compete effectively with other entities.

Other Business Activities
- -------------------------

A corporation owned by the Hughes Family reinsures policies against losses
to goods stored by tenants in the Partnership's mini-warehouses. The Partnership
believes that the availability of insurance reduces the potential liability of
the Partnership to tenants for losses to their goods from theft or destruction.
This corporation receives the premiums and bears the risks associated with the
insurance.

A corporation, in which PSI has a 95% economic interest and the Hughes
Family has a 5% economic interest, sells locks, boxes and tape to tenants to be
used in securing their spaces and moving their goods. PSI believes that the
availability of locks, boxes and tape for sale promotes the rental of spaces.

Employees
- ---------

There are 48 persons who render services on behalf of the Partnership.
These persons include resident managers, assistant managers, relief managers,
district managers, and administrative personnel. Some employees may be employed
on a part-time basis and may be employed by other persons, Partnerships, REITs
or other entities owning facilities operated by PSI.

5
<PAGE>
ITEM 2. PROPERTIES.
----------

The following table sets forth information as of December 31, 1996 about
properties owned by the Partnership:
<TABLE>
<CAPTION>

Net Number Date
Size of Rentable of of Completion
Location Parcel Area Spaces Purchase Date
- ------------------------- -------------- ---------------- ---------- --------------- -------------
CALIFORNIA
<S> <C> <C> <C> <C> <C>
Belmont 2.74 acres 46,000 sq. ft 441 May 14, 1979 Dec. 1979

Carson 2.30 acres 43,000 sq. ft 390 Oct. 9, 1979 Jan. 1980
Carson Street

Palmdale 3.48 acres 56,000 sq. ft. 461 July 31, 1979 Jan. 1980

Pasadena
Fair Oaks 2.17 acres 72,000 sq. ft 816 Aug. 24, 1979 Mar. 1980

Sacramento
Carmichael 3.12 acres 45,000 sq. ft 450 Dec. 7, 1979 July 1980

Sacramento (2)
Florin 3.99 acres 71,000 sq. ft 587 Mar. 30, 1979 June 1980

San Jose Capitol Quimby 2.24 acres 36,000 sq. ft. 331 Nov. 21, 1979 July 1980

San Jose
Felipe 1.60 acres 52,000 sq. ft. 453 Oct. 9, 1979 Dec. 1980

So. San Francisco
Spruce (3) 3.03 acres 60,000 sq. ft. 391 June 27, 1979 Nov. 1980

FLORIDA
Miami
Perrine (1) 4.28 acres - 0 May 31, 1979 Jan. 1980

Miami
27th Ave. 3.07 acres 62,000 sq. ft. 620 Oct. 11, 1979 May 1980

Miami
29th 1.82 acres 35,000 sq. ft. 317 May 1, 1979 Oct. 1979

GEORGIA
Atlanta
Montreal Road 3.14 acres 57,000 sq. ft. 477 July 9, 1979 June 1980

Atlanta
Mountain Industrial Blvd. 3.10 acres 51,000 sq. ft. 467 Oct. 30, 1979 Sept. 1980

Marietta-
Cobb Parkway 3.61 acres 68,000 sq. ft. 608 Apr. 20, 1979 Oct. 1979

</TABLE>
(1) In August 1992, the facility's mini-warehouse buildings were destroyed by
Hurricane Andrew. The General Partners have decided that it would be more
beneficial to the Partnership, given the condition of the market area of
the facility, to cease operations and not to reconstruct the facility. In
June 1996, the Partnership sold approximately 61% of the land.
(2) The project's net rentable area contains office space or a combination of
office and light industrial space.
(3) Business Park.
6

<PAGE>

The properties are held subject to encumbrances which are described in this
report under Note 7 of the Notes to the Financial Statements included in Item
14(a).

ITEM 3. LEGAL PROCEEDINGS.
------------------

No material legal proceeding is pending against the Partnership.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
---------------------------------------------------

No matters were submitted to a vote of security holders during the fourth
quarter of 1996.

PART II

ITEM 5. MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
------------------------------------------------------------------

The Partnership has no common stock.

The Units are not listed on any national securities exchange or quoted on
the NASDAQ System and there is no established public trading market for the
Units. Secondary sales activity for the Units has been limited and sporadic. The
General Partners monitor transfers of the Units (a) because the admission of the
transferee as a substitute limited partner requires the consent of the General
Partners under the Partnership's Amended and Restated Certificate and Agreement
of Limited Partnership, (b) in order to ensure compliance with safe harbor
provisions to avoid treatment as a "publicly traded partnership" for tax
purposes, and (c) because the General Partners have purchased Units. However,
the General Partners do not have information regarding the prices at which all
secondary sale transactions in the Units have been effectuated. Various
organizations offer to purchase and sell limited partnership interests
(including securities of the type such as the Units) in secondary sales
transactions. Various publications such as The Stanger Report summarize and
report information (on a monthly, bimonthly or less frequent basis) regarding
secondary sales transactions in limited partnership interests (including the
Units), including the prices at which such secondary sales transactions are
effectuated.

Exclusive of the General Partners' interest in the Partnership, as of
December 31, 1996, there were approximately 1,614 record holders of Units.

In March 1997, Hughes commenced a cash tender offer to purchase up to 6,600
of the 44,000 outstanding Units at $459 per Unit.

Distributions to the general and limited partners of all "Cash Available
for Distribution" have been made quarterly. Cash Available for Distribution is
generally funds from operations of the Partnership, without deduction for
depreciation, but after deducting funds to pay or establish reserves for all
other expenses (other than incentive distributions to the general partner) and
capital improvements, plus net proceeds from any sale or financing of the
Partnership's properties. In the third quarter of 1991, quarterly distributions
were discontinued to enable the Partnership to increase its reserves for
principal repayments that commenced in 1991 and will continue through 1999, at
which time the entire remaining principal balance will be payable.

7
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA.
-----------------------
<TABLE>
<CAPTION>

For the Year
Ended December 31, 1996 1995 1994 1993 1992
- ------------------------------- ------------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $7,093,000 $6,746,000 $6,438,000 $6,099,000 $5,999,000

Depreciation and
amortization 765,000 688,000 618,000 593,000 609,000

Interest expense 2,533,000 2,598,000 2,677,000 2,836,000 2,870,000

Income before gain relating
to destroyed real estate
facility and sale of land 1,652,000 1,426,000 1,189,000 775,000 543,000

Net income (1) 1,665,000 1,426,000 1,189,000 2,144,000 543,000

Limited partners' share 1,648,000 1,412,000 1,177,000 2,123,000 538,000

General partners' share 17,000 14,000 12,000 21,000 5,000

Limited partners'
per unit data (2)

Net income (1) 37.45 32.09 26.75 48.25 12.23

- -----------------------------------------------------------------------------------------------------------------------------------
As of December 31,
- -----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents $ 3,177,000 $ 1,156,000 $ 675,000 $ 3,152,000 $ 2,626,000

Total assets $27,590,000 $21,137,000 $18,490,000 $18,211,000 $16,179,000

Mortgage note payable $22,748,000 $23,196,000 $23,609,000 $25,441,000 $25,798,000
</TABLE>

(1) Net income for 1993 includes a gain relating to a destroyed real estate
facility totaling $1,369,000 ($30.81 per Unit). Net income for 1996
includes a gain relating to a sale of land totaling $13,000 ($.30 per
Unit).
(2) Per unit data is based on the weighted average number of the limited
partnership units (44,000) outstanding during the period.

8
<PAGE>

ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
-----------------------------------------------------------------------

Results of Operations
- ---------------------

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995:

The Partnership's net income was $1,665,000 in 1996 compared to $1,426,000
in 1995, representing an increase of $239,000. The increase was primarily
attributable to an increase in property net operating income at the
Partnership's mini-warehouse facilities combined with decreased interest expense
and a $13,000 gain recognized on the sale of vacant land.

During 1996, property net operating income (rental income less cost of
operations, management fees paid to affiliates and depreciation expense) was
$3,756,000 in 1996 compared to $3,586,000 in 1995, representing an increase of
$170,000 or 5%. This increase was primarily attributable to an increase in
rental income at the Partnership's mini-warehouse facilities and the San
Francisco business park facility offset by increases in cost of operations and
depreciation expense.

Rental income was $6,589,000 in 1996 compared to $6,210,000 in 1995,
representing an increase of $379,000 or 6%. The increase was primarily
attributable to an increase in rental income at the Partnership's mini-warehouse
facilities due primarily to an increase in rental rates. Rental income at the
San Francisco business park facility increased by $49,000 due to a 3 point
increase in occupancy. The weighted average occupancy levels for the
mini-warehouse and business park facilities were 92% and 94% respectively, in
1996 compared to 90% and 91% respectively, in 1995. The monthly realized rent
per occupied square foot for the mini-warehouse and business park facilities
averaged $.78 and $1.17, respectively, in 1996 compared to $.76 and $1.04,
respectively, in 1995.

Other income decreased $47,000 in 1996 compared to 1995. The decrease is
due to the recognition of $109,000 of business interruption insurance proceeds
in 1995, offset by an increase in interest income of approximately $62,000 in
1996 compared to 1995. The increase in interest income in 1996 is due to an
increase in invested cash balances.

Dividend income from marketable securities of affiliate increased $15,000
in 1996 compared to 1995. This increase is primarily due to an increase in the
weighted average number of shares owned in 1996 compared to 1995.

Cost of operations (including management fees paid to affiliates) increased
$132,000 or 7% to $2,068,000 in 1996 from $1,936,000 in 1995. This increase was
primarily attributable to increases in payroll, property tax and repairs and
maintenance expenses.

In 1995, the Partnership prepaid eight months of 1996 management fees on
its mini-warehouse operations (based on the management fees for the comparable
period during the calendar year immediately preceding the prepayment) discounted
at the rate of 14% per year to compensate for early payment. The Partnership has
expensed the prepaid management fees during 1996. The amount is included in
management fees paid to affiliate in the statements of income. As a result of
the prepayment, the Partnership saved approximately $22,000 in management fees,
based on the management fees that would have been payable on rental income
generated during 1996 compared to the amount prepaid.

Interest expense was $2,533,000 and $2,598,000 in 1996 and 1995,
respectively, representing a decrease of $65,000 or 3%. The decrease was
primarily a result of a lower average outstanding loan balance in 1996 compared
to 1995.

9
<PAGE>

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994:

The Partnership's net income was $1,426,000 in 1995 compared to $1,189,000
in 1994, representing an increase of $237,000. The increase was primarily
attributable to an increase in property net operating income at the
Partnership's mini-warehouse facilities combined with decreased interest expense
and partially offset by environmental costs incurred on the Partnership's
facilities in 1995 (see discussion below).

During 1995, property net operating income (rental income less cost of
operations, management fees paid to affiliates and depreciation expense) was
$3,586,000 in 1995 compared to $3,515,000 in 1994, representing an increase of
$71,000 or 2%. This increase was primarily attributable to an increase in rental
income at the Partnership's mini-warehouse facilities partially offset by a
decrease in rental income at the San Francisco business park facility and an
increase in cost of operations and depreciation expense.

Rental income was $6,210,000 in 1995 compared to $6,012,000 in 1994,
representing an increase of $198,000 or 3%. The increase was primarily
attributable to an increase in rental income at the Partnership's mini-warehouse
facilities due primarily to an increase in rental rates. Rental income at the
San Francisco business park facility declined by $31,000 due to a 4 point
decrease in occupancy. The weighted average occupancy levels for the
mini-warehouse and business park facilities were 90% and 91%, respectively, in
1995 compared to 89% and 95%, respectively, in 1994. The monthly realized rent
per occupied square foot for the mini-warehouse and business park facilities
averaged $.76 and $1.04, respectively, in 1995 compared to $.74 and $1.10,
respectively, in 1994.

Other income increased $14,000 in 1995 compared to 1994. Other income
includes business interruption insurance proceeds (net of certain costs and
expenses of maintaining the Miami facility, discussed below in the results of
operations for the year ended December 31, 1994), relating to the disposed
facility, of $109,000 and $87,000 in 1995 and 1994, respectively.

Dividend income from marketable securities of affiliate increased $96,000
in 1995 compared to 1994. This increase was mainly attributable to an increase
in the number of shares owned in 1995 compared to 1994 and an increase in the
dividend rate from $.21 to $.22 per quarter per share.

Cost of operations (including management fees paid to affiliates) increased
$57,000 or 3% to $1,936,000 in 1995 from $1,879,000 in 1994. This increase was
primarily attributable to increases in payroll and repairs and maintenance
offset by a decrease in property tax expense.

Substantially all of the Partnership's facilities were acquired prior to
the time that it was customary to conduct environmental investigations in
connection with property acquisitions. During 1995, the Partnership completed
environmental assessments of its properties to evaluate the environmental
condition of, and potential environmental liabilities of such properties. These
assessments were performed by an independent environmental consulting firm.
Based on the assessments, the Partnership expensed $27,000 in 1995 for known
environmental remediation requirements. Although there can be no assurance, the
Partnership is not aware of any environmental contamination of any of its
property sites which individually or in the aggregate would be material to the
Partnership's overall business, financial condition or results of operations.

Interest expense was $2,598,000 and $2,677,000 in 1995 and 1994,
respectively, representing a decrease of $79,000 or 3%. The decrease was
primarily a result of a lower average outstanding loan balance in 1995 compared
to 1994.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

Cash flows from operating activities ($2,621,000 for the year ended
December 31, 1996) have been sufficient to meet all current obligations of the
Partnership. During 1997, the Partnership anticipates approximately $759,000 of
capital improvements. During 1995, the Partnership's property operator commenced
a program to enhance the visual appearance of the mini-warehouse facilities.
Such enhancements will include new signs, exterior color schemes, and
improvements to the rental offices. Included in the 1997 capital improvement
budget are estimated costs of $58,000 for such enhancements.

10
<PAGE>

At December 31, 1996, the Partnership held 440,584 shares of common stock
(marketable securities) with a fair value totaling $13,658,000 (cost of
$5,283,000 at December 31, 1996) in Public Storage, Inc. (PSI). During 1996, the
Partnership recognized $388,000 in dividend income on these shares.

In November 1995, the Management Agreement was amended to provide that upon
demand from PSI or PSMI made prior to December 15, 1995, the Partnership agreed
to prepay (within 15 days after such demand) up to 12 months of management fees
(based on the management fees for the comparable period during the calendar year
immediately preceding such prepayment) discounted at the rate of 14% per year to
compensate for early payment. In December 1995, the Partnership prepaid to PSI,
8 months of 1996 management fees at a cost of $229,000. The amount has been
amortized as management fees paid to affiliate during 1996.

In June 1996, the Partnership sold approximately 61% of the Miami, Florida
land for a net price of $376,000 ($400,000 less $24,000 of selling costs),
resulting in a $13,000 gain on the sale. The buyer of the land has an option to
purchase the remaining 39% of the land for $450,000 (the Partnership's basis is
$230,000 in such land).

The aggregate amount of distributions paid to the Limited and General
Partners each year since inception of the Partnership were as follows:

1979 $ 338,000
1980 1,281,000
1981 1,449,000
1982 4,455,000
1983 2,737,000
1984 3,187,000
1985 3,868,000
1986 4,046,000
1987 3,506,000
1988 3,211,000
1989 26,253,000
1990 438,000
1991 146,000
1992 -
1993 -
1994 -
1995 -
1996 -

Quarterly distributions were reduced in 1990 and discontinued in 1991, to
enable the Partnership to increase its cash reserves for principal payments that
commenced in 1991 and are scheduled to increase in subsequent years through
1999, at which time the remaining principal balance is payable.

During the third quarter of 1987, the limited partners recovered all of
their initial investment thereby increasing the General Partners' share of cash
distributions from 8% to 25% (see Item 13).

During 1989, the Partnership financed all of its properties with a
$26,250,000 loan with fixed interest of 10.75% per annum. Proceeds of
$24,356,000 were distributed to the partners in June 1989 and are included in
the 1989 distribution. In February 1994, the Partnership made a prepayment of
principal totaling $1,530,000 on this note. As a result of the pre-payment, the
monthly payment of principal and interest has been reduced from $257,000 to
$242,000. At December 31, 1996, the outstanding balance of the mortgage note was
$22,748,000, which matures on June 1, 1999.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
--------------------------------------------

The Partnership's financial statements are included elsewhere herein.
Reference is made to the Index to Financial Statements and Financial Statement
Schedule in Item 14(a).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
---------------------------------------------------------------

None.

11
<PAGE>

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP.
---------------------------------------------------

The Partnership has no directors or executive officers.

The Partnership's general partners are PSI and B. Wayne Hughes. PSI, acting
through its directors and executive officers, and Mr. Hughes manage and make
investment decisions for the Partnership.

The names of all directors and executive officers of PSI, the offices held
by each of them with PSI, and their ages and business experience during the past
five years are as follows:

Name Positions with PSI
- -------------------- --------------------------------------------------
B. Wayne Hughes Chairman of the Board and Chief Executive Officer
Harvey Lenkin President and Director
John Reyes Senior Vice President and Chief Financial Officer
Hugh W. Horne Senior Vice President
Obren B. Gerich Senior Vice President
Marvin M. Lotz Senior Vice President
David Goldberg Senior Vice President and General Counsel
A. Timothy Scott Senior Vice President and Tax Counsel
Sarah Hass Vice President and Secretary
Robert J. Abernethy Director
Dann V. Angeloff Director
William C. Baker Director
Uri P. Harkham Director

B. Wayne Hughes, age 63, a general partner of the Partnership, has been a
director of PSI since its organization in 1980 and was President and Co-Chief
Executive Officer from 1980 until November 1991 when he became Chairman of the
Board and sole Chief Executive Officer. Mr. Hughes was an officer and director
of affiliates of PSMI and a director of PSMI until November 1995. Mr. Hughes has
been Chairman of the Board and Chief Executive Officer since 1990 of Public
Storage Properties XI, Inc., Public Storage Properties XIV, Inc., Public Storage
Properties XV, Inc., Public Storage Properties XVI, Inc., Public Storage
Properties XVII, Inc., Public Storage Properties XVIII, Inc., Public Storage
Properties XIX, Inc. and Public Storage Properties XX, Inc. (collectively , the
"Public Storage REITs"), REITs that were organized by affiliates of PSMI. From
1989-90 until the respective dates of merger, he was Chairman of the Board and
Chief Executive Officer of Public Storage Properties VI, Inc., Public Storage
Properties VII, Inc., Public Storage Properties VIII, Inc., Public Storage
Properties IX, Inc., Public Storage Properties X, Inc., Public Storage
Properties XII Inc., PS Business Parks, Inc., Partners Preferred Yield, Inc.,
Partners Preferred Yield II, Inc., Partners Preferred Yield III, Inc., and
Storage Properties, Inc. ("SPI") (collectively, the "Merged Public Storage
REITs"), affiliated REITs that were merged into PSI between September 1994 and
December 1996. Mr. Hughes has been active in the real estate investment field
for over 25 years.

Harvey Lenkin, age 60, became President and a director of PSI in November
1991. Mr. Lenkin was an officer and director of PSMI and its affiliates until
November 1995. He has been President of the Public Storage REITs since 1990. He
was President of the Merged Public Storage REITs from 1989-90 until the
respective dates of merger and was also a director of SPI from 1989 until June
1996.

John Reyes, age 36, a certified public accountant, joined PSMI in 1990 and
was Controller of PSI from 1992 until December 1996 when he became Chief
Financial Officer. He became a Vice President of PSI in November 1995 and a
Senior Vice President of PSI in December 1996. From 1983 to 1990, Mr. Reyes was
employed by Ernst & Young.

Hugh W. Horne, age 52, has been a Vice President of PSI since 1980 and was
Secretary of PSI from 1980 until February 1992 and became Senior Vice President
of PSI in November 1995. He was an officer of PSMI from 1973 to November 1995.
Mr. Horne has been a Vice President of the Public Storage REITs since 1993. He
was a Vice President of SPI from 1989 until June 1996 and of the other Merged
Public Storage REITs from 1993 until the respective dates of merger. He is
responsible for managing all aspects of property acquisition for PSI.

12
<PAGE>

Obren B. Gerich, age 58, a certified public accountant and certified
financial planner, has been a Vice President of PSI since 1980 and became Senior
Vice President of PSI in November 1995. He was Chief Financial Officer of PSI
until November 1991. Mr. Gerich was an officer of PSMI from 1975 to November
1995. He has been Vice President and Secretary of the Public Storage REITs since
1990 and was Chief Financial Officer until November 1995. Mr. Gerich was Vice
President and Secretary of the Merged Public Storage REITs from 1989-90 until
the respective dates of merger.

Marvin M. Lotz, age 54, has had overall responsibility for Public Storage's
mini-warehouse operations since 1988. He became a Senior Vice President of PSI
in November 1995. Mr. Lotz was an officer of PSMI with responsibility for
property acquisitions from 1983 until 1988.

David Goldberg, age 47, joined PSMI's legal staff in June 1991, rendering
services on behalf of the PSI and PSMI. He became a Senior Vice President and
General Counsel of PSI in November 1995 and Vice President and General Counsel
of the Public Storage REITs in December 1995. From December 1982 until May 1991,
he was a partner in the law firm of Sachs & Phelps, then counsel to PSI and
PSMI.

A. Timothy Scott, age 45, became a Senior Vice President and Tax Counsel of
PSI and Vice President and Tax Counsel of the Public Storage REITs in November
1996. From June 1991 until joining PSI, Mr. Scott practiced tax law as a
shareholder of the law firm of Heller, Ehrman, White & McAuliffe, counsel to PSI
and PSMI. Prior to June 1991, his professional corporation was a partner in the
law firm of Sachs & Phelps, then counsel to PSI and PSMI.

Sarah Hass, age 41, became Secretary of PSI in February 1992. She became a
Vice President of PSI in November 1995. She joined PSMI's legal department in
June 1991, rendering services on behalf of PSI and PSMI. From 1987 until May
1991, her professional corporation was a partner in the law firm of Sachs &
Phelps, then counsel to PSI and PSMI, and from April 1986 until June 1987, she
was associated with that firm, practicing in the area of securities law. From
September 1979 until September 1985, Ms. Hass was associated with the law firm
of Rifkind & Sterling, Incorporated.

Robert J. Abernethy, age 57, is President of American Standard Development
Company and of Self-Storage Management Company, which develop and operate
mini-warehouses. Mr. Abernethy has been a director of PSI since its organization
in 1980. He is a member of the board of directors of Johns Hopkins University
and of the Los Angeles County Metropolitan Transportation Authority, and a
former member of the board of directors of the Metropolitan Water District of
Southern California.

Dann V. Angeloff, age 61, is President of the Angeloff Company, a corporate
financial advisory firm. The Angeloff Company has rendered, and is expected to
continue to render, financial advisory and securities brokerage services for
PSI. Mr. Angeloff is the general partner of a limited partnership that owns a
mini-warehouse operated by PSI and which secures a note owned by PSI. Mr.
Angeloff has been a director of PSI since its organization in 1980. He is a
director of Bonded Motors Inc., Compensation Resource Group, Datametrics
Corporation, Nicholas/Applegate Growth Equity Fund, Nicholas/Applegate
Investment Trust, Ready Pac Produce, Inc., Royce Medical Company and Seda
Specialty Packaging Corp. He was a director of SPI from 1989 until June 1996.

William C. Baker, age 63, became a director of PSI in November 1991. Since
April 1996, Mr. Baker has been Chairman of the Board of Santa Anita Realty
Enterprises, Inc., a REIT that owns the Santa Anita Racetrack and other real
estate assets. In August 1996, he became Chairman of the Board and Chief
Executive Officer of Santa Anita Operating Company, which operates the Santa
Anita Racetrack through its subsidiary the Los Angeles Turf Club, Incorporated.
From April 1993 through May 1995, Mr. Baker was President of Red Robin
International, Inc., an operator and franchiser of casual dining restaurants in
the United States and Canada. Since January 1992, he has been Chairman and Chief
Executive Officer of Carolina Restaurant Enterprises, Inc., a franchisee of Red
Robin International, Inc. From 1976 to 1988, he was a principal shareholder and
Chairman and Chief Executive Officer of Del Taco, Inc., an operator and
franchiser of fast food restaurants in California. Mr. Baker is a director of
Callaway Golf Company.

Uri P. Harkham, age 48, became a director of PSI in March 1993. Mr. Harkham
has been the President and Chief Executive Officer of the Jonathan Martin
Fashion Group, which specializes in designing, manufacturing and marketing
women's clothing, since its organization in 1976. Since 1978, Mr. Harkham has
been the Chairman of the Board of Harkham Properties, a real estate firm
specializing in buying and managing fashion warehouses in Los Angeles and
Australia.

Pursuant to Articles 16 and 17 of the Partnership's Amended Certificate and
Agreement of Limited Partnership, a copy of which is included in the

13
<PAGE>

Partnership's Registration Statement File No. 2-63247, each of the General
Partners continues to serve until (i) death, insanity, insolvency, bankruptcy or
dissolution, (ii) withdrawal with the consent of the other general partner and a
majority vote of the limited partners, or (iii) removal by a majority vote of
the limited partners.

Each director of PSI serves until he resigns or is removed from office by
the shareholders of PSI, and may resign or be removed from office at any time
with or without cause. Each officer of PSI serves until he resigns or is removed
by the board of directors of PSI. Any such officer may resign or be removed at
any time with or without cause.

There have been no events under any bankruptcy act, no criminal
proceedings, and no judgments or injunctions material to the evaluation of the
ability of any director or executive officer of PSI during the past five years.

ITEM 11. EXECUTIVE COMPENSATION.
-----------------------

The Partnership has no subsidiaries, directors or officers. See Item 13 for
a description of certain transactions between the Partnership and its General
Partners and their affiliates.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
--------------------------------------------------------------

(a) At February 28, 1997, the following persons beneficially owned more
than 5% of the Units:
<TABLE>
<CAPTION>

Title Name and Address Amount of Beneficial Percent
of Class of Beneficial Owner Ownership of Class
- --------------------- ----------------------------------- --------------------- ----------
<S> <C> <C> <C>
Units of Limited Public Storage, Inc. 21,221 Units (1) 48.2%
Partnership Interest 701 Western Avenue
Glendale, California 91201

Units of Limited B. Wayne Hughes 4,982 Units (2) 11.3%
Partnership Interest 701 Western Avenue
Glendale, California 91201
</TABLE>

(1) Includes (i) 16,369 Units owned by PSI as to which PSI has sole voting
and dispositive power and (ii) 4,852 Units which PSI has an option to
acquire (together with other securities) from BWH Marina Corporation
II (a corporation wholly-owned by Hughes) and as to which PSI has sole
voting power (pursuant to an irrevocable proxy) and no dispositive
power.

(2) Includes (i) 130 Units owned by BWH Marina Corporation II, a
Corporation wholly-owned by Hughes, as to which Hughes has sole voting
and dispositive power and (ii) 4,852 Units owned by BWH Marina
Corporation II as to which Hughes has sole dispositive power and no
voting power; PSI has an option to acquire these Units and an
irrevocable proxy to vote these Units (see footnote 1 above).

(b) The Partnership has no officers and directors. The General Partners
have contributed $222,222 to the capital of the Partnership and as a result
participate in the distributions to the limited partners and in the
Partnership's profits and losses in the same proportion that the General
Partners' capital contribution bears to the total capital contribution.
Information regarding ownership of Units by PSI and Hughes, the General
Partners, is set forth under section (a) above. Dann V. Angeloff, a director of
PSI, beneficially owns 27 Units (0.06% of the Units). The directors and
executive officers of PSI (including Hughes), as a group (13 persons), own an
aggregate of 5,034 Units, representing 11.4% of the Units (including the 4,982
Units beneficially owned by Hughes as set forth above).

(c) The Partnership knows of no contractual arrangements, the operation of
the terms of which may at a subsequent date result in a change in control of the
Partnership, except for articles 16, 17 and 21.1 of the Partnership's Amended
Certificate and Agreement of Limited Partnership (the "Partnership Agreement"),
14
<PAGE>

a copy of which is included in the Partnership's prospectus included in the
Partnership's Registration Statement File No. 2-63247. Those articles provide,
in substance, that the limited partners shall have the right, by majority vote,
to remove a general partner and that a general partner may designate a successor
with the consent of the other general partner and a majority of the limited
partners.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
----------------------------------------------
The Partnership Agreement provides that the General Partners will be
entitled to cash incentive distributions in an amount equal to (i) 8% of
distributions of cash flow from operations until the distributions to all
partners from all sources equal their capital contributions; thereafter, 25% of
distributions of cash flow from operations, and (ii) 25% of distributions from
net proceeds from sale and financing of the Partnership's properties remaining
after distribution to all partners of any portion thereof required to cause
distributions to partners from all sources to equal their capital contributions.
The partners received distributions equal to their capital contributions in
1987. The Partnership has not made any distributions since the third quarter of
1991.

The Partnership has a Management Agreement with PSI pursuant to which the
Partnership pays PSI a fee of 6% of the gross revenues of the mini-warehouse
spaces operated for the Partnership. During 1996, the Partnership paid fees of
$132,000 to PSI pursuant to the Management Agreement.

Through 1996, the Partnerships' commercial property was managed by PSCPG
pursuant to a Management Agreement which provides for the payment of a fee by
the Partnership of 5% of the gross revenues of the commercial space operated for
the Partnership. During 1996, the Partnership paid $11,000 to PSCPG pursuant to
the Management Agreement. PSI has a 95% economic interest (represented by
nonvoting preferred stock) in PSCPG and the Hughes Family had a 5% economic
interest (represented by voting common stock) in PSCPG until December 1996, when
the Hughes Family sold its interest to Ronald L. Havner, Jr., formerly Senior
Vice President and Chief Financial Officer of PSI, who became the Chief
Executive Officer of PSCPG. PSCPG issued additional voting common stock to two
unaffiliated investors.

In January 1997, AOPPLP became the operator of the Partnership's commercial
property pursuant to the Management Agreement. AOPPLP is an operating
partnership formed to own and operate business parks in which PSI has an
approximate 85% economic interest. The general partner of AOPPLP is PSCPG, now
known as American Office Park Properties, Inc.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
---------------------------------------------------------------

(a) List of Documents filed as part of the Report.

1. Financial Statements. See Index to Financial Statements
and Financial Statement Schedule.

2. Financial Statement Schedules. See Index to Financial
Statements and Financial Statement Schedule.

3. Exhibits: See Exhibit Index contained below.

(b) Reports on Form 8-K: No reports on Form 8-K were filed during the
last quarter of fiscal 1996.

15
<PAGE>
PUBLIC STORAGE PROPERTIES V, LTD.

EXHIBIT INDEX
(Item 14 (c))

3.1 Amended Certificate and Agreement of Limited Partnership. Previously
filed with the Securities and Exchange Commission as Exhibit A to the
Registrant's Prospectus included in Registration Statement No. 2-63247
and incorporated herein by references.

10.1 Second Amended and Restated Management Agreement dated November 16,
1995 between the Partnership and Public Storage, Inc. Previously filed
with the Securities and Exchange Commission as an exhibit to PS
Partners, Ltd.'s Annual Report on Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference.

10.2 Amended Management Agreement dated February 21, 1995 between Storage
Equities, Inc. and Public Storage Commercial Properties Group, Inc.
Previously filed with the Securities and Exchange Commission as an
exhibit to Storage Equities, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1994 and incorporated herein by reference.

27 Financial Data Schedule. Filed herewith.

16
<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Partnership has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

PUBLIC STORAGE PROPERTIES V, LTD.,
a California Limited Partnership

Dated: March 26, 1997 By: Public Storage, Inc., General Partner

By: /s/ B Wayne Hughes
---------------------------------------
B. Wayne Hughes, Chairman of the Board

By: /s/ B Wayne Hughes
---------------------------------------
B. Wayne Hughes, General Partner

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Partnership in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Capacity Date
- ------------------------ ---------------------------------------------- --------------
<S> <C> <C>
/s/ B Wayne Hughes Chairman of the Board and March 26, 1997
- ------------------------ Chief Executive Officer of Public Storage, Inc.
B. Wayne Hughes and General Partner (principal executive officer)

/s/ Harvey Lenkin President and Director March 26, 1997
- ------------------------ of Public Storage, Inc.
Harvey Lenkin

/s/ John Reyes Senior Vice President and Chief Financial March 26, 1997
- ------------------------ Officer of Public Storage, Inc.
John Reyes (principal financial officer) and principal
accounting officer)

/s/ Robert J. Abernethy Director of Public Storage, Inc. March 26, 1997
- ------------------------
Robert J. Abernethy

/s/ Dann V. Angeloff Director of Public Storage, Inc. March 26, 1997
- ------------------------
Dann V. Angeloff

/s/ William C. Baker Director of Public Storage, Inc. March 26, 1997
- ------------------------
William C. Baker

/s/ Uri P. Harkham Director of Public Storage, Inc. March 26, 1997
- ------------------------
Uri P. Harkham
</TABLE>

17
<PAGE>
PUBLIC STORAGE PROPERTIES V, LTD.
INDEX TO
FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULE
(Item 14 (a))

Page
References
----------

Report of Independent Auditors F-1

Financial Statements and Schedule:

Balance Sheets as of December 31, 1996 and 1995 F-2

For each of the three years in the period ended December 31, 1996:

Statements of Income F-3

Statements of Partners' Equity (Deficit) F-4

Statements of Cash Flows F-5 - F-6

Notes to Financial Statements F-7 - F-10

Schedule for the years ended December 31, 1996, 1995 and 1994:

III - Real Estate and Accumulated Depreciation F-11 - F-12

All other schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the financial
statements or the notes thereto.

<PAGE>
Report of Independent Auditors

The Partners
Public Storage Properties V, Ltd.

We have audited the accompanying balance sheets of Public Storage Properties V,
Ltd. as of December 31, 1996 and 1995, and the related statements of income,
partners' equity (deficit) and cash flows for each of the three years in the
period ended December 31, 1996. Our audits also included the schedule listed in
the index at item 14(a). These financial statements and schedule are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Public Storage Properties V,
Ltd. at December 31, 1996 and 1995, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles. Also, in our opinion,
the related financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.

ERNST & YOUNG LLP

March 24, 1997
Los Angeles, California

F-1
<PAGE>
<TABLE>
<CAPTION>
PUBLIC STORAGE PROPERTIES V, LTD.
BALANCE SHEETS
December 31, 1996 and 1995

1996 1995
------------ -----------
ASSETS
------
<S> <C> <C>
Cash and cash equivalents $3,177,000 $1,156,000
Marketable securities of affiliate (cost of $5,283,000) 13,658,000 8,371,000
Rent and other receivables 115,000 85,000

Real estate facilities:
Buildings and equipment 14,686,000 14,158,000
Land (including land held for sale of $230,000 and $593,000
at December 31, 1996 and December 31, 1995, respectively) 4,714,000 5,077,000
------------ -----------
19,400,000 19,235,000
Less accumulated depreciation (9,046,000) (8,281,000)
------------ -----------
10,354,000 10,954,000
------------ -----------

Other assets 286,000 571,000
------------ -----------

Total assets $27,590,000 $21,137,000
============= ===========

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
------------------------------------------

Accounts payable $51,000 $101,000
Deferred revenue 195,000 196,000
Mortgage note payable 22,748,000 23,196,000

Partners' equity (deficit):

Limited partners' deficit, $500 per
unit, 44,000 units authorized, issued and outstanding (2,806,000) (4,042,000)
General partners' deficit (973,000) (1,402,000)
Unrealized gain on marketable securities 8,375,000 3,088,000
------------ -----------

Total partners' equity (deficit) 4,596,000 (2,356,000)
------------ -----------

Total liabilities and partners' equity $27,590,000 $21,137,000
============= ===========

</TABLE>
See accompanying notes.
F-2

<PAGE>
<TABLE>
<CAPTION>
PUBLIC STORAGE PROPERTIES V, LTD.
STATEMENTS OF INCOME
For the years ended December 31, 1996, 1995, and 1994

1996 1995 1994
---------- ---------- ----------
REVENUES:
<S> <C> <C> <C>
Rental income $6,589,000 $6,210,000 $6,012,000
Dividends from marketable securities of affiliate 388,000 373,000 277,000
Other income 116,000 163,000 149,000
---------- ---------- ----------
7,093,000 6,746,000 6,438,000
---------- ---------- ----------
COSTS AND EXPENSES:

Cost of operations 1,696,000 1,565,000 1,507,000
Management fees paid to affiliates 372,000 371,000 372,000
Depreciation 765,000 688,000 618,000
Administrative 75,000 71,000 75,000
Environmental cost - 27,000 -
Interest expense 2,533,000 2,598,000 2,677,000
---------- ---------- ----------

5,441,000 5,320,000 5,249,000
---------- ---------- ----------
Net income before gain on sale of land 1,652,000 1,426,000 1,189,000

Gain on sale of land 13,000 - -
---------- ---------- ----------
NET INCOME $1,665,000 $1,426,000 $1,189,000
---------- ---------- ----------

Limited partners' share of net income ($37.45 per unit in
1996, $32.09 per unit in 1995, and $26.75 per
unit in 1994) $1,648,000 $1,412,000 $1,177,000

General partners' share of net income 17,000 14,000 12,000
---------- ---------- ----------
$1,665,000 $1,426,000 $1,189,000
========== ========== ==========
</TABLE>
See accompanying notes.
F-3

<PAGE>
<TABLE>
<CAPTION>
PUBLIC STORAGE PROPERTIES V, LTD.
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
For the years ended December 31, 1996, 1995, and 1994

Unrealized Gain on
Marketable Total Partners'
Limited Partners General Partners Securities Equity(Deficit)
----------------- ---------------- ------------------- -----------------

<S> <C> <C> <C> <C>
Balance at December 31, 1993 $(5,984,000) $(2,075,000) $ - $(8,059,000)

Unrealized gain on marketable
securities - - 1,126,000 1,126,000

Net income 1,177,000 12,000 - 1,189,000

Equity transfer (294,000) 294,000 - -
----------------- ---------------- ------------------- -----------------

Balance at December 31, 1994 (5,101,000) (1,769,000) 1,126,000 (5,744,000)

Unrealized gain on marketable
securities - - 1,962,000 1,962,000

Net income 1,412,000 14,000 - 1,426,000

Equity transfer (353,000) 353,000 - -
----------------- ---------------- ------------------- -----------------

Balance at December 31, 1995 (4,042,000) (1,402,000) 3,088,000 (2,356,000)

Unrealized gain on marketable
securities - - 5,287,000 5,287,000

Net income 1,648,000 17,000 - 1,665,000

Equity transfer (412,000) 412,000 - -
----------------- ---------------- ------------------- -----------------

Balance at December 31, 1996 $(2,806,000) $(973,000) $8,375,000 $4,596,000
================= ================ =================== =================

</TABLE>
See accompanying notes.
F-4

PUBLIC STORAGE PROPERTIES V, LTD.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1996, 1995, and 1994

1996 1995 1994
---------- ---------- ----------
Cash flows from operating activities:
<S> <C> <C> <C>
Net income $1,665,000 $1,426,000 $1,189,000

Adjustments to reconcile net income to cash provided
by operating activities:

Gain on sale of land (13,000) - -
Depreciation 765,000 688,000 618,000
Increase in rent and other receivables (30,000) (11,000) -
Amortization of prepaid loan fees 82,000 82,000 82,000
Amortization (payment) of prepaid management fees 229,000 (229,000) -
Increase in other assets (26,000) (2,000) (2,000)
Decrease in accounts payable (50,000) (295,000) (349,000)
Decrease in deferred revenue (1,000) (33,000) (24,000)
---------- ---------- ----------

Total adjustments 956,000 200,000 325,000
---------- ---------- ----------

Net cash provided by operating activities 2,621,000 1,626,000 1,514,000
---------- ---------- ----------

Cash flows form investing activities:

Insurance proceeds relating to damaged real estate
facility - - 825,000
Purchase of marketable securities of affiliate - (398,000) (2,817,000)
Proceeds from sale of land 376,000 - -
Additions to real estate facilities (528,000) (334,000) (167,000)
---------- ---------- ----------
Net cash used in investing activities (152,000) (732,000) (2,159,000)
---------- ---------- ----------

Cash flows from financing activities:

Principal payments on mortgage note payable (448,000) (413,000) (1,832,000)
---------- ---------- ----------

Net cash used in financing activities (448,000) (413,000) (1,832,000)
---------- ---------- ----------

Net increase (decrease) in cash and cash equivalents 2,021,000 481,000 (2,477,000)

Cash and cash equivalents at the beginning of the year 1,156,000 675,000 3,152,000
---------- ---------- ----------
Cash and cash equivalents at the end of the year $3,177,000 $1,156,000 $675,000
========== ========== ==========
</TABLE>
See accompanying notes.
F-5

<PAGE>
<TABLE>
<CAPTION>
PUBLIC STORAGE PROPERTIES V, LTD.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1996, 1995, and 1994
(Continued)

1996 1995 1994
----------- ----------- -----------

Supplemental schedule of non-cash investing and
financing activities:
<S> <C> <C>
Increase in fair value of marketable securities of $(5,287,000) $(1,962,000) $(1,126,000)
affiliate =========== =========== ===========

Unrealized gain on marketable securities of affiliate $5,287,000 $1,962,000 $1,126,000
=========== =========== ===========

</TABLE>
See accompanying notes.
F-6

<PAGE>

PUBLIC STORAGE PROPERTIES V, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996

1. DESCRIPTION OF PARTNERSHIP

Public Storage Properties V, Ltd. (the "Partnership") was formed
with the proceeds of a public offering. The general partners in the
Partnership are Public Storage, Inc., formerly known as Storage
Equities, Inc. and B. Wayne Hughes ("Hughes"). In 1995, there were a
series of mergers among Public Storage Management, Inc. (which was the
Partnership's mini-warehouse property operator), Public Storage, Inc.
(which was one of the Partnership's general partners) and their
affiliates (collectively, "PSMI"), culminating in the November 16, 1995
merger of PSMI into Storage Equities, Inc., a real estate investment
trust listed on the New York Stock Exchange. In the PSMI merger,
Storage Equities, Inc.'s name was changed to Public Storage, Inc.
("PSI") and PSI became a co-general partner of the Partnership and the
operator of the Partnership's mini-warehouse properties.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS

Basis of Presentation:
----------------------

Certain prior year amounts have been reclassified to conform with
1996 presentation.

Real Estate Facilities:
-----------------------

Cost of land includes appraisal fees and legal fees related to
acquisition and closing costs. Buildings and equipment reflect costs
incurred through December 31, 1996 and 1995 to develop mini-warehouses
and to a lesser extent, a business park facility. The mini-warehouse
facilities provide self-service storage spaces for lease, usually on a
month-to-month basis, to the general public. The buildings and
equipment are depreciated on a straight-line basis over estimated
useful lives of 25 and 5 years, respectively.

In August 1992, the buildings at a mini-warehouse facility
located in Miami, Florida were completely destroyed by Hurricane
Andrew. The Partnership received insurance proceeds totaling
$2,881,000, which included an amount for the replacement cost of the
destroyed buildings as well as for business interruption. In 1993, the
General Partners decided that it would be more beneficial to the
Partnership, given the condition of the market area of the
mini-warehouse, to cease operations at this location and therefore,
decided not to reconstruct the buildings. Accordingly, in 1993 the
Partnership reduced real estate facilities by the net book value of the
destroyed buildings, resulting in a gain of $1,369,000. In December
1995, the Partnership entered into an option agreement with a buyer to
sell the land for $850,000 In June 1996, the Partnership sold
approximately 61% of the Miami, Florida land for a net price of
$376,000 ($400,000 less $24,000 of selling cost), resulting in a
$13,000 gain on the sale. The buyer of the land has an option to
purchase the remaining 39% of the land for $450,000 (the Partnership's
basis in the land is $230,000 in such land).

Included in other income are $109,000 and $87,000 of business
interruption proceeds (net of certain costs and expenses of maintaining
the property) for the years ended December 31, 1995, and 1994,
respectively.

In 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of" ("Statement 121"). Statement 121 requires impairment
losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the assets'
carrying amount. Statement 121 also addresses the accounting for
long-lived assets that are expected to be disposed of. The Partnership
adopted Statement 121 in 1996 and the adoption had no effect on the
Partnership's financial statements.

F-7
<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
(CONTINUED)
------------------------------------------------------------------

Allocation of Net Income:
-------------------------

The general partners' share of net income consists of amounts
attributable to their 1% capital contribution and an additional
percentage of cash flow (as defined) which relates to the general
partners' share of cash distributions as set forth in the Partnership
Agreement (Note 4). All remaining net income is allocated to the
limited partners.

Per unit data is based on the weighted average number of the
limited partnership units (44,000) outstanding during the period.

Cash and Cash Equivalents:
--------------------------

For financial statement purposes, the Partnership considers all
highly liquid investments purchased with a maturity of three months or
less to be cash equivalents.

Marketable Securities:
----------------------

Marketable securities at December 31, 1996 and 1995 consist of
440,584 shares of common stock of PSI. The Partnership has designated
its portfolio of marketable securities as being available for sale.
Accordingly, at December 31, 1996 and 1995, the Partnership has
recorded the marketable securities at fair value, based upon the
closing quoted price of the securities at December 31, 1996 and 1995,
and has recorded a corresponding unrealized gain totaling $5,287,000,
$1,962,000 and $1,126,000 for the years ended December 31, 1996, 1995
and 1994, respectively, as a credit to Partnership equity. The
Partnership recognized dividends of $388,000, $373,000, and $277,000
for the years ended December 31, 1996, 1995 and 1994, respectively.

Other Assets:
-------------

Included in other assets is deferred financing costs of $197,000
($279,000 at December 31, 1995). Such balance is being amortized as
interest expense using the straight-line basis over the life of the
loan.

Use of Estimates
----------------

The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could
differ from those estimates.

Environmental Cost:
-------------------

Substantially all of the Partnership's facilities were acquired
prior to the time that it was customary to conduct environmental
investigations in connection with property acquisitions. During 1995,
the Partnership completed environmental assessments of its properties
to evaluate the environmental condition of, and potential environmental
liabilities of such properties. These assessments were performed by an
independent environmental consulting firm. Based on the assessments,
the Partnership expensed $27,000 in 1995 for known environmental
remediation requirements. Although there can be no assurance, the
Partnership is not aware of any environmental contamination of any of
its property sites which individually or in the aggregate would be
material to the Partnership's overall business, financial condition, or
results of operations.

F-8
<PAGE>

3. CASH DISTRIBUTIONS

The Partnership Agreement requires that cash available for
distribution (cash flow from all sources less cash necessary for any
obligations or capital improvement needs) be distributed at least
quarterly. Cash distributions have been suspended since 1991 for debt
service payments.

4. PARTNERS' EQUITY

The general partners have a 1% interest in the Partnership. In
addition, the general partners had an 8% interest in cash distributions
attributable to operations (exclusive of distributions attributable to
sale and financing proceeds) until the limited partners recovered all
of their investment. Thereafter, the general partners have a 25%
interest in all cash distributions (including sale and financing
proceeds). During 1987, the limited partnars recovered all of their
initial investment. All subsequent distributions are being made 25.75%
(including the 1% interest) to the general partners and 74.25% to the
limited partners. Transfers of equity are made periodically to conform
the partners' equity accounts to the provisions of the Partnership
Agreement. These transfers have no effect on results of operations or
distributions to partners.

The financing of the properties (Note 7) provided the Partnership
with cash for a special distribution without affecting the
Partnership's taxable income. Proceeds of approximately $24,356,000
were distributed to the partners in June 1989 resulting in a deficit in
the limited and general partners' equity accounts.

5. RELATED PARTY TRANSACTIONS

The Partnership has a management agreement with PSI pursuant to
which PSI operates the Partnership's mini-warehouses for a fee equal to
6% of the facilities' monthly gross revenue (as defined). Through 1996,
the Partnership's commercial property was operated by Public Storage
Commercial Properties Group, Inc. ("PSCPG") pursuant to a management
agreement which provides for a fee equal to 5% of the facility's
monthly gross revenue (as defined).

PSI has a 95% economic interest in PSCPG and the Hughes Family
had a 5% economic interest in PSCPG until December 1996, when the
Hughes Family sold its interest to Ronald L. Havner, Jr., formerly
Senior Vice President and Chief Financial Officer of PSI, who became
the Chief Executive Officer of PSCPG. PSCPG issued additional voting
common stock to two other unaffiliated investors.

In January 1997, American Office Park Properties, L.P. ("AOPPLP")
became the operator of the Partnership's commercial property pursuant
to the Management Agreement. AOPPLP is an operating partnership formed
to own and operate business parks in which PSI has an approximately 85%
economic interest. The general partner of AOPPLP is PSCPG, now known as
American Office Park Properties, Inc.

In November 1995, the Management Agreement was amended to provide
that upon demand from PSI or PSMI made prior to December 15, 1995, the
Partnership agreed to prepay (within 15 days after such demand) up to
12 months of management fees (based on the management fees for the
comparable period during the calendar year immediately preceding such
prepayment) discounted at the rate of 14% per year to compensate for
early payment. In December 1995, the Partnership prepaid to PSI, 8
months of 1996 management fees at a cost of $229,000. The amount is
included in other assets in the Balance Sheet at December 31, 1995. The
amount has been amortized as management fees paid to affiliate during
1996.

F-9
<PAGE>

6. TAXES BASED ON INCOME

Taxes based on income are the responsibility of the individual
partners and, accordingly, the Partnership's financial statements do
not reflect a provision for such taxes.

Taxable net income was $1,874,000, $1,427,000 and $1,388,000 for
the years ended December 31, 1996, 1995 and 1994, respectively. The
differences between taxable net income and net income is primarily
related to depreciation expense resulting from differences in
depreciation methods.

7. MORTGAGE NOTE PAYABLE

On June 8, 1989, the Partnership financed all of its properties
with a $26,250,000 ten-year nonrecourse note secured by the
Partnership's properties. The note bears interest at 10.75%. The note
provides payments of interest and principal of $242,000 per month. On
June 1, 1999, the maturity date, a balloon payment for accrued interest
and any unpaid principal is due.

The Partnership believes that it is not practical to estimate the
fair value of its long-term fixed rate debt at December 31, 1996
because there is no public market for such debt and although interest
rates at December 31, 1996, are lower than when such debt was incurred,
the Partnership does not believe it could obtain financing currently on
such favorable terms. This is in part due to the reduced sources of
real estate financing resulting from a variety of factors, including
the present condition of financial institutions.

The principal repayment schedule as of December 31, 1996 of the
note is as follows:

1997 $ 476,000
1998 530,000
1999 21,742,000
-------------
$22,748,000
=============

Interest paid on the note was $2,451,000, $2,516,000 and
$2,596,000 for the years ended December 31, 1996, 1995 and 1994,
respectively.

F-10
<PAGE>
<TABLE>
<CAPTION>

Public Storage Properties V, Ltd.
Schedule III - Real Estate and Accumulated Depreciation
For the year ended December 31, 1996

Initial Cost
------------------------- Cost
Building, Subsequent to
Land Imp & construction
Description Encumbrances Land Equipment (Improvements)
- -------------------------- --------------- ---------- -------------- ---------------
Mini-warehouses:
CALIFORNIA
<S> <C> <C> <C> <C>
Belmont - $478,000 $811,000 $101,000
Carson Street - 265,000 563,000 79,000
Palmdale - 114,000 721,000 194,000
Pasadena Fair Oaks - 686,000 1,219,000 134,000
Sacramento Carmichael - 305,000 850,000 204,000
Sacramento Florin - 326,000 1,063,000 167,000
San Jose Capitol Quimby - 209,000 742,000 119,000
San Jose Felipe - 270,000 935,000 101,000
So. San Francisco - 532,000 1,488,000 358,000
Spruce (1)

FLORIDA
Miami Perrine (3) - 230,000 - -
Miami 27th Avenue - 142,000 878,000 217,000
Miami 29th - 270,000 520,000 135,000

GEORGIA
Atlanta Montreal Road - 397,000 888,000 154,000
Atlanta Mountain - 271,000 725,000 214,000
Industrial Blvd.
Marietta-Cobb Parkway - 219,000 914,000 192,000
--------------- ---------- -------------- ---------------
$22,748,000(2) $4,714,000 $12,317,000 $2,369,000
=============== ========== ============== ===============

</TABLE>
<TABLE>
<CAPTION>
Public Storage Properties V, Ltd.
Schedule III - Real Estate and Accumulated Depreciation
For the year ended December 31, 1996

Gross Carrying Amount
at December 31, 1996
----------------------------------------
Building,
Land Imp & Accumulated Date
Description Land Equipment Total Depreciation Completed
- -------------------------- --------- ----------------- ---------- -------------- -----------
Mini-warehouses:
CALIFORNIA
<S> <C> <C> <C> <C> <C>
Belmont $478,000 $912,000 $1,390,000 $602,000 12/79
Carson Street 265,000 642,000 907,000 415,000 01/80
Palmdale 114,000 915,000 1,029,000 567,000 01/80
Pasadena Fair Oaks 686,000 1,353,000 2,039,000 842,000 03/80
Sacramento Carmichael 305,000 1,054,000 1,359,000 630,000 07/80
Sacramento Florin 326,000 1,230,000 1,556,000 758,000 06/80
San Jose Capitol Quimby 209,000 861,000 1,070,000 527,000 07/80
San Jose Felipe 270,000 1,036,000 1,306,000 645,000 12/80
So. San Francisco 532,000 1,846,000 2,378,000 1,070,000 11/80
Spruce (1)

FLORIDA
Miami Perrine (3) 230,000 - 230,000 - 01/80
Miami 27th Avenue 142,000 1,095,000 1,237,000 690,000 05/80
Miami 29th 270,000 655,000 925,000 433,000 10/79

GEORGIA
Atlanta Montreal Road 397,000 1,042,000 1,439,000 629,000 06/80
Atlanta Mountain 271,000 939,000 1,210,000 541,000 09/80
Industrial Blvd.
Marietta-Cobb Parkway 219,000 1,106,000 1,325,000 697,000 10/79
------------ ------------ ---------- ------------- -----------
$4,714,000 $14,686,000 $19,400,000 $9,046,000
============ ============ ========== =============
</TABLE>
(1) A portion of the property has been developed as a business park.
(2) All fifteen mini-warehouse locations are encumbered by a promissory note.
The $22,748,000 listed above is the principal balance remaining on the note
at 12/31/96.
(3) In 1993, the buildings and improvements at the Miami/Perrine property that
were destroyed by Hurricane Andrew were written off. In 1996, the
Partnership sold approximately 61% of the Miami/Perrine property.
F-11
<PAGE>
<TABLE>
<CAPTION>

Public Storage Properties V, Ltd.
Schedule III - Real Estate and Accumulated Depreciation
(Continued)

Reconciliation of Real Estate and Accumulated Depreciation

Year Ended December 31,

1996 1995 1994
----------- ----------- -----------
Investment in Real estate
<S> <C> <C>
Balance at the beginning of the year $19,235,000 $18,901,000 $18,734,000
Additions through cash expenditures 528,000 334,000 167,000
Deductions through sale of land (363,000) - -
----------- ----------- -----------
Balance at the end of the year $19,400,000 $19,235,000 $18,901,000
=========== =========== ===========

Accumulated Depreciation
Balance at the beginning of the year $8,281,000 $7,593,000 $6,975,000
Additions charged to costs and expenses 765,000 688,000 618,000
----------- ----------- -----------

Balance at the end of the year $9,046,000 $8,281,000 $7,593,000
=========== =========== ===========
</TABLE>

F-12

<ARTICLE> 5
<CIK> 0000277925
<NAME> PUBLIC STORAGE PROPERTIES V, LTD
<MULTIPLIER> 1
<CURRENCY> US

<S> <C>
<PERIOD-TYPE> 12-Mos
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-START> Jan-01-1996
<PERIOD-END> Dec-31-1996
<EXCHANGE-RATE> 1
<CASH> 3,177,000
<SECURITIES> 13,658,000
<RECEIVABLES> 401,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17,236,000
<PP&E> 19,400,000
<DEPRECIATION> (9,046,000)
<TOTAL-ASSETS> 27,590,000
<CURRENT-LIABILITIES> 246,000
<BONDS> 22,748,000
0
0
<COMMON> 0
<OTHER-SE> 4,596,000
<TOTAL-LIABILITY-AND-EQUITY> 27,590,000
<SALES> 0
<TOTAL-REVENUES> 7,093,000
<CGS> 0
<TOTAL-COSTS> 2,068,000
<OTHER-EXPENSES> 840,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,533,000
<INCOME-PRETAX> 1,665,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,665,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,665,000
<EPS-PRIMARY> 37.45
<EPS-DILUTED> 37.45

</TABLE>