PUBLIC STORAGE INC /CA
SC 13D/A, 1996-09-26
REAL ESTATE INVESTMENT TRUSTS
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                            UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                             SCHEDULE 13D

              Under the Securities Exchange Act of 1934
                          (Amendment No. 19)*

                           Public Storage, Inc.
                            (Name of Issuer)

                     Common Stock, $.10 par value
                    (Title of Class of Securities)

                             74460D 10 9
                            (CUSIP Number)

       David Goldberg, 701 Western Avenue, Suite 200, Glendale,
             California 91201-2397, 818/244-8080, ext. 529
      ---------------------------------------------------------
            (Name, Address and Telephone Number of Person
          Authorized to Receive Notices and Communications)

                         September 16, 1996
       (Date of Event which Requires Filing of this Statement)

   If the filing person has previously filed a statement on
   Schedule 13G to report the acquisition which is the subject of
   this Schedule 13D, and is filing this schedule because of Rule
   13d-1(b)(3) or (4), check the following box  [  ].

   Check the following box if a fee is being paid with the
   statement [  ].  (A fee is not required only if the reporting
   person: (1) has a previous statement on file reporting
   beneficial ownership of more than five percent of the class of
   securities described in Item 1; and (2) has filed no amendment
   subsequent thereto reporting beneficial ownership of five
   percent or less of such class.)  (See Rule 13d-7.)

   NOTE:  Six copies of this statement, including all exhibits,
   should be filed with the Commission.  See Rule 13d-1(a) for
   other parties to whom copies are to be sent.

   *The remainder of this cover page shall be filled out for a
   reporting person's initial filing on this form with respect to
   the subject class of securities, and for any subsequent
   amendment containing information which would alter disclosures
   provided in a prior cover page.

   The information required on the remainder of this cover page
   shall not be deemed to be "filed" for the purpose of Section 18
   of the Securities Exchange Act of 1934 ("Act") or otherwise
   subject to the liabilities of that section of the Act but shall
   be subject to all other provisions of the Act (however, see the
   Notes).

                             SCHEDULE 13D
   CUSIP No. 74460D 10 9

   1    Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

             PS Insurance Company, Ltd.

   2    Check the Appropriate Box if a Member of a Group*
                                          a. [ ]
                                          b. [x]

   3    SEC Use Only

   4    Source of Funds*
             WC

   5    Check Box if Disclosure of Legal Proceedings is Required
        Pursuant to Items 2(d) or 2(e)    [  ]

   6    Citizenship or Place of Organization
             Bermuda

   NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
   WITH
                  7    Sole Voting Power
                       301,032

                  8    Shared Voting Power
                       N/A

                  9    Sole Dispositive Power
                       301,032

                  10   Shared Dispositive Power
                       N/A

   11   Aggregate Amount Beneficially Owned by Each Reporting
        Person
             301,032

   12   Check Box if the Aggregate Amount in Row (11) Excludes
        Certain Shares*                   [  ]

   13   Percent of Class Represented by Amount in Row (11)
             0.36%

   14   Type of Reporting Person*
             CO

                             SCHEDULE 13D
   CUSIP No. 74460D 10 9

   1    Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

             PS Orangeco, Inc.

   2    Check the Appropriate Box if a Member of a Group*
                                          a. [ ]
                                          b. [x]

   3    SEC Use Only

   4    Source of Funds*
             N/A

   5    Check Box if Disclosure of Legal Proceedings is Required
        Pursuant to Items 2(d) or 2(e)    [  ]

   6    Citizenship or Place of Organization
             California

   NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
   WITH
                  7    Sole Voting Power
                       30,777

                  8    Shared Voting Power
                       N/A

                  9    Sole Dispositive Power
                       30,777

                  10   Shared Dispositive Power
                       N/A

   11   Aggregate Amount Beneficially Owned by Each Reporting
        Person
             30,777

   12   Check Box if the Aggregate Amount in Row (11) Excludes
        Certain Shares*                   [  ]

   13   Percent of Class Represented by Amount in Row (11)
             0.04%

   14   Type of Reporting Person*
             CO

                             SCHEDULE 13D
   CUSIP No. 74460D 10 9

   1    Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

             B. Wayne Hughes

   2    Check the Appropriate Box if a Member of a Group*
                                          a. [ ]
                                          b. [x]

   3    SEC Use Only

   4    Source of Funds*
             PF

   5    Check Box if Disclosure of Legal Proceedings is Required
        Pursuant to Items 2(d) or 2(e)    [  ]

   6    Citizenship or Place of Organization
             United States of America

   NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
   WITH
                  7    Sole Voting Power
                       19,470,898

                  8    Shared Voting Power
                       364,952 (see footnote 2 below)

                  9    Sole Dispositive Power
                       19,470,898

                  10   Shared Dispositive Power
                       364,952 (see footnote 2 below)

   11   Aggregate Amount Beneficially Owned by Each Reporting
        Person
             19,835,850 (see footnote 2 below)

   12   Check Box if the Aggregate Amount in Row (11) Excludes
        Certain Shares*                   [  ]

   13   Percent of Class Represented by Amount in Row (11)
             23.50%

   14   Type of Reporting Person*
             IN

   (2)  Includes 301,032 shares held of record by PS Insurance Company,
        Ltd., 30,777 shares held of record by PS Orangeco, Inc. and
        33,143 shares held of record by Parker Hughes Trust dtd 3/7/91.

                             SCHEDULE 13D
   CUSIP No. 74460D 10 9

   1    Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

             B. Wayne Hughes, Jr.

   2    Check the Appropriate Box if a Member of a Group*
                                          a. [ ]
                                          b. [x]

   3    SEC Use Only

   4    Source of Funds*
             PF, BK

   5    Check Box if Disclosure of Legal Proceedings is Required
        Pursuant to Items 2(d) or 2(e)    [  ]

   6    Citizenship or Place of Organization
             United States of America

   NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
   WITH
                  7    Sole Voting Power
                       950,137 (see footnote 3 below)

                  8    Shared Voting Power
                       31,727 (see footnote 4 below)

                  9    Sole Dispositive Power
                       950,137 (see footnote 3 below)

                  10   Shared Dispositive Power
                       31,727 (see footnote 4 below)

   11   Aggregate Amount Beneficially Owned by Each Reporting
        Person
             981,864 (see footnotes 3 and 4 below)

   12   Check Box if the Aggregate Amount in Row (11) Excludes
        Certain Shares*                   [  ]

   13   Percent of Class Represented by Amount in Row (11)
             1.16%

   14   Type of Reporting Person*
             IN

   (3)  Includes 1,472 shares of common stock which can be acquired
        upon conversion of 875 shares of the issuer's 8.25%
        Convertible Preferred Stock which are beneficially owned by
        B. Wayne Hughes, Jr.

   (4)  Includes 30,777 shares held of record by PS Orangeco, Inc. and
        950 shares held of record jointly by B. Wayne Hughes, Jr. and
        Tamara L. Hughes.

                             SCHEDULE 13D
   CUSIP No. 74460D 10 9

   1    Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

             Parker Hughes Trust No. 2

   2    Check the Appropriate Box if a Member of a Group*
                                          a. [ ]
                                          b. [x]

   3    SEC Use Only

   4    Source of Funds*
             PF

   5    Check Box if Disclosure of Legal Proceedings is Required
        Pursuant to Items 2(d) or 2(e)    [  ]

   6    Citizenship or Place of Organization
             California

   NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
   WITH
                  7    Sole Voting Power
                       15,930

                  8    Shared Voting Power
                       N/A

                  9    Sole Dispositive Power
                       15,930

                  10   Shared Dispositive Power
                       N/A

   11   Aggregate Amount Beneficially Owned by Each Reporting
        Person
             15,930

   12   Check Box if the Aggregate Amount in Row (11) Excludes
        Certain Shares*                   [  ]

   13   Percent of Class Represented by Amount in Row (11)
             0.02%

   14   Type of Reporting Person*
             OO (Trust)

                             SCHEDULE 13D
   CUSIP No. 74460D 10 9

   1    Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

             Tamara L. Hughes

   2    Check the Appropriate Box if a Member of a Group*
                                          a. [ ]
                                          b. [x]

   3    SEC Use Only

   4    Source of Funds*
             PF

   5    Check Box if Disclosure of Legal Proceedings is Required
        Pursuant to Items 2(d) or 2(e)    [  ]

   6    Citizenship or Place of Organization
             United States of America

   NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
   WITH
                  7    Sole Voting Power
                       16,648,306 (see footnote 5 below)

                  8    Shared Voting Power
                       348,689 (see footnote 6 below)

                  9    Sole Dispositive Power
                       16,648,306 (see footnote 5 below)

                  10   Shared Dispositive Power
                       348,689 (see footnote 6 below)

   11   Aggregate Amount Beneficially Owned by Each Reporting
        Person
             16,996,995 (see footnotes 5 and 6 below)

   12   Check Box if the Aggregate Amount in Row (11) Excludes
        Certain Shares*                   [  ]

   13   Percent of Class Represented by Amount in Row (11)
             20.13%

   14   Type of Reporting Person*
             IN

   (5)  Includes 5,050 shares of common stock which can be acquired
        upon conversion of 3,000 shares of the issuer's 8.25%
        Convertible Preferred Stock which are held of record by
        Tamara L. Hughes.

   (6)  Includes 301,032 shares held of record by PS Insurance Company,
        Ltd., 30,777 shares held of record by PS Orangeco, Inc., 950
        shares held of record jointly by Tamara L. Hughes and B. Wayne
        Hughes, Jr. and 15,930 shares held of record by Parker Hughes
        Trust No. 2 dtd 12/24/92.

        This Amendment No. 19 to Statement on Schedule 13D (the
   "Amended and Restated Statement") amends and restates the Statement
   on Schedule 13D dated March 3, 1989, as amended by Amendment No. 1
   dated September 7, 1989, Amendment No. 2 dated March 27, 1990,
   Amendment No. 3 dated November 1, 1990, Amendment No. 4 dated
   January 2, 1991, Amendment No. 5 dated November 4, 1991, Amendment
   No. 6 dated January 14, 1992, Amendment No. 7 dated December 28,
   1992, Amendment No. 8 dated August 6, 1993, Amendment No. 9 dated
   September 27, 1993, Amendment No. 10 dated December 28, 1993,
   Amendment No. 11 dated April 4, 1994, Amendment No. 12 dated
   September 30, 1994, Amendment No. 13 dated November 11, 1994,
   Amendment No. 14 dated January 23, 1995, Amendment No. 15 dated
   February 28, 1995, Amendment No. 16 dated June 30, 1995, Amendment
   No. 17 dated November 16, 1995 and Amendment No. 18 dated
   March 26, 1996.

   Item 1.   Security and Issuer

        The class of securities to which this Statement on Schedule 13D
   relates is the common stock, par value $.10 per share (the "Shares"),
   of Public Storage, Inc., a California corporation formerly known
   as Storage Equities, Inc. (the "Issuer").  The address of the
   principal executive office of the Issuer is 701 Western Avenue,
   Suite 200, Glendale, California 91201-2397.

   Item 2.   Identity and Background

        This Amendment No. 19 to Statement on Schedule 13D is being filed
   by PS Insurance Company, Ltd. ("PSIC"), PS Orangeco, Inc. ("PSOI"),
   B. Wayne Hughes, B. Wayne Hughes, Jr. and Tamara L. Hughes
   (collectively, the "Reporting Persons") pursuant to an Amended Joint
   Filing Agreement which was previously filed.

        On November 16, 1995, Public Storage Management, Inc. ("PSMI")
   was merged with and into the Issuer (the "PSMI Merger") pursuant to
   an Agreement and Plan of Reorganization dated as of June 30, 1995
   and an Amendment to Agreement and Plan of Reorganization dated as
   of November 13, 1995, each among the Issuer, Public Storage, Inc.
   ("Old PSI") and PSMI (collectively, the "Agreement and Plan of
   Reorganization").  Prior to the Restructuring (described below)
   and the PSMI Merger, (i) PSI Holdings, Inc. ("PSH") was the sole
   shareholder of Old PSI and Old PSI was the sole shareholder of PSIC
   and PSMI and (ii) substantially all of the stock of PSH was held by
   B. Wayne Hughes, as trustee of the B.W. Hughes Living Trust, Tamara L.
   Hughes, an adult daughter of B. Wayne Hughes and B. Wayne Hughes, Jr.,
   an adult son of B. Wayne Hughes (collectively, the "Hughes Family"). 
   Prior to the PSMI Merger, (i) PSIC was distributed, in a spin-off
   intended to qualify as tax-free under Section 355 of the Internal
   Revenue Code, to the Hughes Family and (ii) Old PSI was merged with
   and into PSH, which was followed by the merger of PSH with and into
   PSMI (collectively, the "Restructuring").  At the time of the PSMI
   Merger, substantially all of the stock of PSMI was held by the Hughes
   Family as follows:  46.6% by B. Wayne Hughes, as trustee of the B.W.
   Hughes Living Trust, 46.5% by Tamara L. Hughes and 6.7% by B. Wayne
   Hughes, Jr.  As a result of the Restructuring and the PSMI Merger, Old
   PSI, PSH and PSMI ceased to exist.  In connection with the PSMI Merger,
   the Issuer changed its name from Storage Equities, Inc. to Public
   Storage, Inc.  Immediately following the PSMI Merger, the Company
   transferred the merchandise business acquired in the PSMI Merger to
   PSOI in exchange for non-voting preferred stock of PSOI (representing
   approximately 95% of the equity) and the voting common stock of PSOI
   (representing approximately 5% of the equity) was acquired by the
   Hughes Family.

        PSIC is a corporation organized under the laws of Bermuda.  It is
   owned by the Hughes Family as follows:  45.4% by B. Wayne Hughes, 46.8%
   by Tamara L. Hughes and 7.8% by B. Wayne Hughes, Jr.  Its principal
   business activity is to reinsure casualty policies sold to tenants of
   mini-warehouse facilities.  The principal office of PSIC is located at
   41 Cedar Avenue, Hamilton, Bermuda.

        PSOI is a corporation organized under the laws of California. 
   The voting common stock of PSOI (representing approximately 5% of the
   equity) is owned one-third each by B. Wayne Hughes, Tamara L. Hughes
   and B. Wayne Hughes, Jr., and the non-voting preferred stock of PSOI
   (representing approximately 95% of the equity) is owned by the Issuer. 
   PSOI's principal business activity is to sell locks and boxes to
   tenants of mini-warehouse facilities.  The principal office of PSOI
   is located at 701 Western Avenue, Suite 200, Glendale, California
   91201-2397.

        Mr. B. Wayne Hughes, a United States citizen, is the Chairman of
   the Board and Chief Executive Officer of the Issuer.  His business
   address is 701 Western Avenue, Suite 200, Glendale, California
   91201-2397.  Mr. Hughes is the father of B. Wayne Hughes, Jr., Tamara
   L. Hughes and Parker Hughes (a minor), the beneficiary of Parker Hughes
   Trust No. 2.

        Mr. B. Wayne Hughes, Jr., a United States citizen, is a Vice
   President-Acquisitions of the Issuer.  His business address is
   701 Western Avenue, Suite 200, Glendale, California 91201-2397.

        Parker Hughes Trust No. 2 is an irrevocable trust formed under a
   trust agreement dated 12/24/92 and governed by the laws of the State
   of California.  Tamara L. Hughes is the trustee of Parker Hughes Trust
   No. 2.  Parker William Lawrence Hughes, a minor son of B. Wayne Hughes,
   is the beneficiary of Parker Hughes Trust No. 2.  B. Wayne Hughes is
   the settlor of Parker Hughes Trust No. 2.  The address of Parker Hughes
   Trust No. 2 is 701 Western Avenue, Suite 200, Glendale, California
   91201-2397.

        Ms. Tamara L. Hughes, a United States citizen, is a Vice
   President-Administration of the Issuer.  Her business address is
   701 Western Avenue, Suite 200, Glendale, California 91201-2397.

        Because of the relationship among the Reporting Persons, such
   Reporting Persons may be deemed a "group" within the meaning of Section
   13(d)(3) of the Securities Exchange Act of 1934.  However, each of the
   Reporting Persons disclaims that he or it constitutes such a group.  In
   addition, except as otherwise disclosed herein, each Reporting Person
   claims beneficial ownership only of those Shares set out following his
   or its name under Item 5 hereof and disclaims beneficial ownership of
   any Shares covered by this Amended and Restated Statement owned by
   any other Reporting Person.  The filing of this Amended and Restated
   Statement shall not be deemed an admission that the Reporting Persons
   constitute such a group or that a Reporting Person is a beneficial
   owner of Shares owned by any other Reporting Person.

        During the last five years, neither the Reporting Persons nor, to
   the best knowledge of the Reporting Persons, any executive officer,
   director or person controlling any Reporting Person, has been convicted
   in a criminal proceeding (excluding traffic violations or similar
   misdemeanors) or has been a party to a civil proceeding of a judicial
   or administrative body of competent jurisdiction and as a result of
   such proceeding was or is subject to a judgment, decree or final order
   enjoining future violations of, or prohibiting or mandating activities
   subject to, federal or state securities laws or finding any violation
   with respect to such laws.

   Item 3.   Source and Amount of Funds or Other Compensation

        In the PSMI Merger, the Issuer acquired a significant amount
   of real estate related assets and as a result of the PSMI Merger,
   the Issuer became self-advised and self-managed.  The aggregate
   consideration paid by the Issuer in the PSMI Merger to the
   shareholders of PSMI consisted of (i) the issuance on November 16,
   1995 (the effective date of the PSMI Merger) of 30,000,000 Shares of
   the Issuer (subject to post-closing adjustment) having a market value
   of $16.088 per share based on the average closing price of the
   Issuer's common stock on the New York Stock Exchange for the 30
   consecutive trading days ending on June 29, 1995, the day prior to
   the date the Agreement and Plan of Reorganization was executed, and
   $17.75 per share based on the closing price of the Issuer's common
   stock on the New York Stock Exchange on November 16, 1995, the
   effective date of the PSMI Merger, (ii) the issuance on January 22,
   1996 of an additional 5,861,723 Shares of the Issuer issued as post-
   closing adjustments (in respect of 6,412,210 Shares of the Issuer that
   were owned by PSMI at the effective time of the PSMI Merger which were
   cancelled in the PSMI Merger and reissued to the Hughes Family as a
   post-closing adjustment, offset by a reduction in the total number of
   Shares issuable in the PSMI Merger resulting from a further post-
   closing adjustment, (iii) the issuance on January 2, 1996 of 7,000,000
   shares of Class B Common Stock of the Issuer and (iv) assumption of
   $68 million of PSMI debt and consolidated property debt of $4.7
   million.  Substantially all of the consideration paid in the PSMI
   Merger was paid to the Hughes Family.  For a detailed description of
   the PSMI Merger, see the Issuer's definitive proxy statement dated
   October 11, 1995.

        As of September 16, 1996 and subsequent to that date through
   September 23, 1996, PSIC owned a total of 301,032 Shares.
   These Shares were acquired as follows:  (i) for 148,300 of these
   Shares, PSIC paid an approximate aggregate purchase price (including
   commissions) of $1,725,883, which funds were obtained from PSIC's
   working capital, (ii) 71,900 of these Shares were originally acquired
   by Old PSI for an approximate aggregate purchase price of $689,920
   (with funds obtained from Old PSI's working capital) and these Shares
   were subsequently transferred to PSIC by Old PSI, (iii) the
   remaining 79,800 of these Shares represent transaction fees earned
   in connection with the Issuer's acquisition of limited partnership
   interests in affiliated real estate limited partnerships (these Shares
   were transferred to PSIC by Old PSI) and (iv) pursuant to a merger of
   Storage Properties, Inc. ("SPI") into the Issuer (the "SPI Merger")
   which was effective June 27, 1996, PSIC acquired 1,032 Shares of the
   Issuer in exchange for the surrender of 3,000 shares of SPI common stock
   (the terms of the SPI Merger are set forth in the Agreement and Plan of
   Reorganization between SPI and the Issuer dated as of March 4, 1996 and
   the related Agreement of Merger, which were filed with the Issuer's
   Registration Statement on Form S-4 (File No. 333-03749)).

        As of September 16, 1996 and subsequent to that date through
   September 23, 1996, PSOI owned a total of 30,777 Shares, which
   Shares were contributed to PSOI on November 14, 1995 one-third each
   by B. Wayne Hughes (as trustee of the B.W. Hughes Living Trust),
   Tamara L. Hughes and B. Wayne Hughes, Jr. in exchange for the
   acquisition of one-third of PSOI's voting common stock by each of
   B. Wayne Hughes (as trustee of the B.W. Hughes Living Trust), Tamara
   L. Hughes and B. Wayne Hughes, Jr.

        As of September 16, 1996 and subsequent to that date through
   September 23, 1996, Mr. B. Wayne Hughes owned a total of 19,504,041
   Shares (exclusive of Shares owned by PSIC and PSOI).  These Shares
   were acquired (or deemed to be acquired) as follows:  (i) 17,676
   Shares were acquired as follows:  (a) 550,293 Shares were acquired
   for an approximate aggregate purchase price (including commissions)
   of $7,653,114, which funds were obtained from Mr. Hughes' personal
   funds, and (b) on November 14, 1995, B. Wayne Hughes, Trustee
   for B.W. Hughes Living Trust sold 532,617 of these Shares to PSMI
   for an aggregate price of $9,453,952, (ii) pursuant to a merger of
   Public Storage Properties VIII, Inc. ("PSP8") into the Issuer (the
   "PSP8 Merger") which was effective September 30, 1994, B. Wayne
   Hughes, Trustee for B.W. Hughes Living Trust acquired 206,892 Shares
   of the Issuer in exchange for the surrender of 144,781 shares of PSP8
   common stock series A (the terms of the PSP8 Merger are set forth in
   the Agreement and Plan of Reorganization between PSP8 and the Issuer
   dated as of April 14, 1994 and the related Agreement of Merger, which
   were filed with the Issuer's Registration Statement on Form S-4 (File
   No. 33-54557)), (iii) 156,100 Shares were acquired by B. Wayne Hughes,
   Trustee for B.W. Hughes Living Trust from Harkham Industries, Inc. (DBA
   Jonathan Martin, Inc.), a corporation wholly owned by Uri P. Harkham, a
   director of the Issuer, on November 30, 1994 in a privately negotiated
   transaction for an aggregate price of $2,107,350, with funds obtained
   from Mr. Hughes' personal funds, and on November 14, 1995, B. Wayne
   Hughes, Trustee for B.W. Hughes Living Trust sold these 156,100
   Shares to PSMI for an aggregate price of $2,770,775, (iv) 27,400 of
   these Shares were originally acquired by Mr. Hughes' wife, Kathleen
   Becker Hughes, as custodian (under the Uniform Transfer to Minors Act)
   for their son Parker Hughes (the "Custodial Account") for an
   approximate aggregate purchase price (including commissions) of
   $248,612 using funds contributed by Mr. Hughes, and these Shares were
   subsequently transferred from the Custodial Account to Kathleen Becker
   Hughes, Trustee FBO Parker Hughes Trust dtd 3/7/91 ("Parker Hughes
   Trust No. 1") (Parker Hughes Trust No. 1 is an irrevocable trust
   governed by the laws of the State of California, B. Wayne Hughes is
   the settlor of Parker Hughes Trust No. 1 and Parker Hughes is the
   beneficiary of Parker Hughes Trust No. 1), (v) (a) pursuant to a merger
   of Public Storage Properties VI, Inc. ("PSP6") into the Issuer (the
   "PSP6 Merger") which was effective February 28, 1995, B. Wayne Hughes,
   Trustee for B.W. Hughes Living Trust acquired a total of 250,351 Shares
   of the Issuer in exchange for the surrender of 145,215 shares of PSP6
   common stock series A (the terms of the PSP6 Merger are set forth in
   the Agreement and Plan of Reorganization between PSP6 and the Issuer
   dated as of September 26, 1994 and the related Agreement of Merger,
   which were filed with the Issuer's Registration Statement on Form S-4
   (File No. 33-56925)), (b) on May 11, 1995, B. Wayne Hughes, Trustee for
   B.W. Hughes Living Trust transferred 93,023 of these Shares to a third
   party as a gift and (c) on November 27, 1995, B. Wayne Hughes, Trustee
   for B.W. Hughes Living Trust transferred 157,328 of these Shares to a
   third party as a gift, (vi) pursuant to the PSP6 Merger, Parker Hughes
   Trust No. 1 acquired 2,069 Shares of the Issuer in exchange for the
   surrender of 1,200 shares of PSP6 common stock series A, (vii) 142,917
   Shares were acquired by B. Wayne Hughes, Trustee for B.W. Hughes Living
   Trust from B. Wayne Hughes, Jr. on February 28, 1995 in a privately
   negotiated transaction for an aggregate price of $2,038,000 consisting
   of the cancellation of $2,038,000 of debt of B. Wayne Hughes, Jr. to
   B. Wayne Hughes, (viii) 26,876 Shares were acquired as follows:  (a)
   pursuant to a merger of Public Storage Properties VII, Inc. ("PSP7")
   into the Issuer (the "PSP7 Merger") which was effective June 30, 1995,
   B. Wayne Hughes, Trustee for B.W. Hughes Living Trust acquired 248,889
   Shares of the Issuer in exchange for the surrender of 215,488 shares of
   PSP7 common stock series A (the terms of the PSP7 Merger are set forth
   in the Agreement and Plan of Reorganization between PSP7 and the Issuer
   dated as of February 2, 1995 and the related Agreement of Merger, which
   were filed with the Issuer's Registration Statement on Form S-4 (File
   No. 33-58893)), (b) on September 6, 1995, B. Wayne Hughes, Trustee
   for B.W. Hughes Living Trust transferred 96,000 of these Shares to a
   third party as a gift, (c) on November 1, 1995, B. Wayne Hughes,
   Trustee for B.W. Hughes Living Trust transferred 65,754 of these
   Shares to a third party as a gift, (d) on November 14, 1995,
   B. Wayne Hughes, Trustee for B.W. Hughes Living Trust contributed
   10,259 of these Shares to PSOI in exchange for one-third of PSOI's
   voting common stock, and (e) on June 18, 1996, B. Wayne Hughes, Trustee
   for B.W. Hughes Living Trust transferred 50,000 of these Shares to a
   third party as a gift, (ix) pursuant to the PSMI Merger, B. Wayne
   Hughes, Trustee for B.W. Hughes Living Trust was issued 16,089,553
   Shares on November 16, 1995, which Shares were subject to certain
   post-closing adjustments, (x) as post-closing adjustments to the Shares
   issued pursuant to the PSMI Merger, B. Wayne Hughes, Trustee for B.W.
   Hughes Living Trust was issued 2,744,889 Shares on January 22, 1996
   in respect of Shares that were owned by PSMI at the effective time of
   the PSMI Merger and cancelled in the PSMI Merger and reissued as a
   post-closing adjustment, offset by a reduction in the total number of
   Shares issuable in the PSMI Merger resulting from a further post-
   closing adjustment, (xi) 49,169 Shares were acquired as follows: 
   (a) pursuant to a merger of Public Storage Properties IX, Inc. ("PSP9")
   into the Issuer (the "PSP9 Merger") which was effective March 26, 1996,
   B. Wayne Hughes, Trustee for B.W. Hughes Living Trust acquired 89,169
   Shares of the Issuer in exchange for the surrender of 104,781 shares of
   PSP9 common stock series A (the terms of the PSP9 Merger are set forth
   in the Agreement and Plan of Reorganization among the Issuer, PSP9 and
   PS Business Parks, Inc. dated as of December 13, 1995 and the related
   Agreement of Merger between the Issuer and PSP9, which were filed with
   the Issuer's Registration Statement on Form S-4 (File No. 333-00591)),
   and (b) on June 4, 1996, B. Wayne Hughes, Trustee for B.W. Hughes Living
   Trust transferred 40,000 of these Shares to a third party as a gift,
   (xii) pursuant to a merger of Public Storage Properties X, Inc.
   ("PSP10") into the Issuer (the "PSP10 Merger") which was effective
   September 16, 1996, B. Wayne Hughes, Trustee for B.W. Hughes Living
   Trust acquired 101,400 Shares of the Issuer in exchange for the
   surrender of 107,415 shares of PSP10 common stock series A (the terms
   of the PSP10 Merger are set forth in the Agreement and Plan of
   Reorganization between PSP10 and the Issuer dated as of June 20, 1996
   and the related Agreement of Merger, which were filed with the Issuer's
   Registration Statement on Form S-4 (File No. 333-08671)), (xiii)
   pursuant to a merger of Public Storage Properties XII, Inc. ("PSP12")
   into the Issuer (the "PSP12 Merger") which was effective September 16,
   1996, B. Wayne Hughes, Trustee for B.W. Hughes Living Trust acquired
   91,526 Shares of the Issuer in exchange for the surrender of 424 shares
   of PSP12 common stock series A, 36,890.6 shares of PSP12 common stock
   series B and 72,347.6 shares of PSP12 common stock series C (the terms
   of the PSP12 Merger are set forth in the Agreement and Plan of
   Reorganization between PSP12 and the Issuer dated as of June 20, 1996
   and the related Agreement of Merger, which were filed with the Issuer's
   Registration Statement on Form S-4 (File No. 333-08791)), and (xiv)
   pursuant to the PSP12 Merger, Parker Hughes Trust No. 1 acquired 3,674
   Shares of the Issuer in exchange for the surrender of 3,700 shares of
   PSP12 common stock series A.

        As of September 16, 1996 and subsequent to that date through
   September 23, 1996, Mr. B. Wayne Hughes, Jr. and Tamara L. Hughes owned
   jointly a total of 950 Shares, for which they paid an approximate
   aggregate purchase price (including commissions) of $9,921.  All funds
   used to purchase such Shares were obtained from their personal funds.

        As of September 16, 1996 and subsequent to that date through
   September 23, 1996, Mr. B. Wayne Hughes, Jr. owned (or was deemed
   to own) a total of 950,137 Shares (exclusive of Shares owned by
   PSOI and Shares owned jointly by B. Wayne Hughes, Jr. and Tamara L.
   Hughes).  These Shares were acquired (or deemed to be acquired) as
   follows:  (i) 219,985 Shares were acquired as follows:  (a) 230,244
   Shares were acquired for an approximate aggregate purchase price
   (including commissions) of $2,796,974, which funds were obtained from
   Mr. Hughes, Jr.'s personal funds and (b) on November 14, 1995, B. Wayne
   Hughes, Jr. contributed 10,259 of these Shares to PSOI in exchange for
   one-third of PSOI's voting common stock, (ii) pursuant to the PSP8
   Merger, (a) B. Wayne Hughes, Jr. acquired 179 Shares of the Issuer in
   exchange for the surrender of 125 shares of PSP8 common stock series A
   and (b) B. Wayne Hughes, Jr. as custodian for his daughter acquired 286
   Shares of the Issuer in exchange for the surrender of 200 shares of
   PSP8 common stock series A, (iii) 1,472 Shares can be acquired upon
   conversion of 875 shares of the Issuer's 8.25% Convertible Preferred
   Stock which are beneficially owned by B. Wayne Hughes, Jr. (the
   Issuer's 8.25% Convertible Preferred Stock (the "Convertible Preferred
   Stock") is convertible into common stock, at the option of the holder,
   based on a conversion rate of 1.6835-for-1; cash would be paid for
   fractional shares based on the market price of the common stock on the
   conversion date), and the 875 shares of Convertible Preferred Stock
   were acquired for an approximate aggregate purchase price (including
   commissions) of $24,588, which funds were obtained from Mr. Hughes,
   Jr.'s personal funds, (iv) 103,392 Shares were acquired as follows: 
   (a) in April 1994, B. Wayne Hughes, Jr. acquired a total of 526,300
   Shares for an approximate aggregate purchase price (including
   commissions) of $7,383,989, of which funds $4,750,000 was borrowed
   under Mr. Hughes, Jr.'s credit agreement with Wells Fargo Bank which
   is referenced under Item 7, Exhibit 2 (the "Wells Fargo Note") and
   $2,633,989 was advanced by Old PSI (the "Old PSI Note"), and the Old
   PSI Note bore interest at Wells Fargo Bank's prime rate plus 0.50%,
   (b) the Wells Fargo Note was subsequently paid off in full, of which
   $2,038,000 was paid with funds advanced to B. Wayne Hughes, Jr. by B.
   Wayne Hughes (the "B. Wayne Hughes Note"), $1,484,000 was paid with
   funds advanced to B. Wayne Hughes, Jr. by Tamara L. Hughes (the "Tamara
   Hughes Note") and the balance was paid with Mr. Hughes, Jr.'s funds,
   (c) on February 1, 1995, Mr. Hughes, Jr. sold 279,991 of these Shares
   to Tamara L. Hughes in a privately negotiated transaction for an
   aggregate price of $3,992,671 consisting of the cancellation of the
   Tamara Hughes Note and the assumption by Tamara L. Hughes of $2,508,671
   of the Old PSI Note and (d) on February 28, 1995, Mr. Hughes, Jr. sold
   142,917 of these Shares to B. Wayne Hughes in a privately negotiated
   transaction for an aggregate price of $2,038,000 consisting of the
   cancellation of the B. Wayne Hughes Note, (v) pursuant to the PSMI
   Merger, B. Wayne Hughes, Jr. was issued 144,254 Shares on November 16,
   1995, which Shares were subject to certain post-closing adjustments,
   (vi) as post-closing adjustments to the Shares issued pursuant to
   the PSMI Merger, B. Wayne Hughes, Jr. was issued 455,746 Shares on
   January 22, 1996 in respect of Shares that were owned by PSMI at the
   effective time of the PSMI Merger and cancelled in the PSMI Merger and
   reissued as a post-closing adjustment, offset by a reduction in the
   total number of Shares issuable in the PSMI Merger resulting from a
   further post-closing adjustment, and (vii) pursuant to the PSP12 Merger,
   (a) B. Wayne Hughes, Jr. acquired 20,851 Shares of the Issuer in
   exchange for the surrender of 6,522 shares of PSP12 common stock series
   B and 18,480 shares of PSP12 common stock series C, (b) B. Wayne Hughes,
   Jr. as custodian for his daughter acquired 2,085 Shares of the Issuer in
   exchange for the surrender of 2,100 shares of PSP12 common stock series
   A, and (c) B. Wayne Hughes, Jr.'s wife as custodian for their daughter
   acquired 1,887 Shares of the Issuer in exchange for 1,900 shares of
   PSP12 common stock series A.

        As of September 16, 1996 and subsequent to that date through
   September 23, 1996, Parker Hughes Trust No. 2 owned a total of
   15,930 Shares.  These Shares were acquired as follows:  (i) 12,500
   Shares were acquired for an approximate aggregate purchase price
   (including commissions) of $165,392, with funds obtained from the
   assets of Parker Hughes Trust No. 2, which were contributed by Mr.
   B. Wayne Hughes, the settlor of Parker Hughes Trust No. 2 and (ii)
   pursuant to the PSP8 Merger, Parker Hughes Trust No. 2 acquired 3,430
   Shares of the Issuer in exchange for the surrender of 2,400 shares of
   PSP8 common stock series A.

        As of September 16, 1996 and subsequent to that date through
   September 23, 1996, Ms. Tamara L. Hughes owned (or was deemed to
   own) a total of 16,648,306 Shares (exclusive of Shares owned by PSIC
   and PSOI, Shares owned jointly by Tamara L. Hughes and B. Wayne
   Hughes, Jr. and Shares owned by Parker Hughes Trust No. 2).  These
   Shares were acquired (or deemed to be acquired) as follows:  (i)
   278,601 Shares were acquired as follows:  (a) 288,860 Shares were
   acquired for an approximate aggregate purchase price (including
   commissions) of $2,628,763, which funds were obtained from Ms. Hughes'
   personal funds and (b) on November 14, 1995, Tamara L. Hughes
   contributed 10,259 of these Shares to PSOI in exchange for one-third
   of PSOI's voting common stock, (ii) 5,050 Shares can be acquired upon
   conversion of 3,000 shares of Convertible Preferred Stock which are
   held of record by Tamara L. Hughes, and the 3,000 shares of Convertible
   Preferred Stock were acquired for an approximate aggregate purchase
   price (including commissions) of $82,740, which funds were obtained
   from Ms. Hughes' personal funds, (iii) 279,991 Shares were acquired by
   Tamara L. Hughes from B. Wayne Hughes, Jr. on February 1, 1995 in a
   privately negotiated transaction for an aggregate price of $3,992,671
   consisting of the cancellation of the Tamara Hughes Note and the
   assumption by Tamara L. Hughes of $2,508,671 of the Old PSI Note, and
   on November 14, 1995, Tamara L. Hughes sold these 279,991 Shares to
   PSMI for an aggregate price of $4,969,840, a portion of which was used
   to pay off Tamara Hughes' portion of the Old PSI Note, (iv) pursuant
   to the PSMI Merger, Tamara L. Hughes was issued 13,667,026 Shares on
   November 16, 1995, which Shares were subject to certain post-closing
   adjustments, (v) as post-closing adjustments to the Shares issued
   pursuant to the PSMI Merger, Tamara L. Hughes was issued 2,661,088
   Shares on January 22, 1996 in respect of Shares that were owned by PSMI
   at the effective time of the PSMI Merger and cancelled in the PSMI
   Merger and reissued as a post-closing adjustment, offset by a reduction
   in the total number of Shares issuable in the PSMI Merger resulting
   from a further post-closing adjustment, and (vi) pursuant to the PSP12
   Merger, Tamara L. Hughes acquired 36,541 Shares of the Issuer in
   exchange for the surrender of 15,800 shares of PSP12 common stock
   series A, 6,522 shares of PSP12 common stock series B and 18,480 shares
   of PSP12 common stock series C.

   Item 4.   Purpose of Transaction

        The purpose of the acquisition of Shares by the Reporting
   Persons is for investment as part of the general investment
   portfolio of the Reporting Persons acquiring such Shares.  The
   Reporting Persons believe that Issuer's shares of common stock
   represent a good investment.

        The Reporting Persons intend to review their investments in
   the Issuer on a continuing basis and may, at any time, consistent
   with the Reporting Persons' obligations under the federal
   securities laws, determine to increase or decrease their ownership
   of Shares through purchases or sales of Shares in the open market
   or in privately negotiated transactions.  Such determination will
   depend on various factors, including the Issuer's business
   prospects, other developments concerning the Issuer, general
   economic conditions, money and stock market conditions, and any
   other facts and circumstances which may become known to the
   Reporting Persons regarding their investments in the Issuer.  At
   this time, one or more of the Reporting Persons and their
   affiliates intend to continue to purchase Shares in the open
   market or in privately negotiated transactions.

        By virtue of the purchase of the Shares, the Reporting
   Persons have no plans or proposals which relate to or would
   result in (i) an extraordinary corporate transaction, such as a
   merger, reorganization or liquidation, involving the Issuer; (ii)
   a sale or transfer of a material amount of assets of the Issuer;
   (iii) any change in the present board of directors or management
   of the Issuer, including any plans or proposals to change the
   number or term of directors or fill any position, vacancies on
   the boards; (iv) any material change in the present
   capitalization or dividend policy of the Issuer; (v) any other
   material change in the Issuer's business or corporate structure;
   (vi) changes in the Issuer's articles of incorporation or bylaws
   or other actions which may impede the acquisition or control of
   the Issuer by any person; (vii) any class of securities of the
   Issuer to be delisted from the national securities exchange or
   cease to be quoted in an inter-dealer quotation system of a
   registered national securities association; (viii) a class of
   equity securities of the Issuer to become eligible for
   termination of registration pursuant to Section 12(d)(4) of the
   Securities Exchange Act of 1934; or (ix) any action similar to
   any of those described above.

        B. Wayne Hughes is Chairman of the Board and Chief Executive
   Officer of the Issuer and, in his capacity as such, may, from
   time to time, propose to Issuer's board of directors a wide
   variety of types of transactions, including transactions similar
   to those described above.

   Item 5.   Interest in Securities of the Issuer

        As of September 16, 1996 and subsequent to that date through
   September 23, 1996, each Reporting Person owned (or was deemed to
   own) the aggregate number of Shares set forth below opposite his,
   her or its name.  Such Shares constitute approximately 46.95%, in
   the aggregate, of the approximate total number of Shares outstanding
   (or deemed to be outstanding) on September 16, 1996 of 79,768,373;
   and such Shares constitute approximately 44.36%, in the aggregate,
   of the approximate total number of Shares outstanding (or deemed to
   be outstanding) on September 23, 1996 of 84,419,573.

                                                   Approximate % of
   Reporting Person             No. of Shares     Shares Outstanding
   ----------------             ---------------   ------------------

   PSIC                            301,032               0.36%
   PSOI                             30,777               0.04%
   B. Wayne Hughes              19,504,041 <F1>         23.11%
   B. Wayne Hughes, Jr. and
     Tamara L. Hughes                  950 <F2>           --
   B. Wayne Hughes, Jr.            950,137 <F3>          1.13%
   Parker Hughes Trust No. 2        15,930               0.02%
   Tamara L. Hughes             16,648,306 <F4>         19.72%
                                ----------              ----- 
      Total                     37,451,173              44.36%

   <F1> Includes 19,463,221 Shares held of record by the B.W. Hughes
        Living Trust as to which Mr. Hughes has voting and dispositive
        power, 1,428 and 1,423 Shares, respectively, held by custodians
        of individual retirement accounts for Mr. Hughes and Mr. Hughes'
        wife as to which each has investment and dispositive power,
        4,826 Shares held by Mr. Hughes' wife as to which she has
        investment and dispositive power and 33,143 Shares held of
        record by Parker Hughes Trust No. 1 as to which Mr. Hughes'
        wife, Kathleen Becker Hughes, as trustee of Parker Hughes Trust
        No. 1, has voting and dispositive power.  Excludes 301,032 Shares
        held of record by PSIC as to which Mr. Hughes and Tamara Hughes
        share voting and dispositive power and 30,777 Shares held of
        record by PSOI as to which Mr. Hughes, Tamara Hughes and Mr.
        Hughes, Jr. share voting and dispositive power.

   <F2> Shares held of record jointly by Mr. Hughes, Jr. and Tamara
        Hughes as to which they have joint voting and dispositive
        power.

   <F3> Includes 1,231 and 214 Shares, respectively, held by
        custodians of individual retirement accounts for Mr. Hughes,
        Jr. and Mrs. Hughes, Jr. as to which each has investment and
        dispositive power, 5,581 Shares and 2,960 Shares,
        respectively, held by Mr. Hughes, Jr. as custodian (under
        the Uniform Transfer to Minors Act) for their daughter and
        their son, respectively, as to which Mr. Hughes, Jr. has
        voting and dispositive power, and 4,152 Shares held by Mrs.
        Hughes, Jr. as custodian (under the Uniform Transfer to
        Minors Act) for their daughter, as to which Mrs. Hughes, Jr.
        has voting and dispositive power.  Also includes (i) 589
        Shares which can be acquired upon conversion of 350 Shares
        of Convertible Preferred Stock, which Shares of Convertible
        Preferred Stock are held by Mr. Hughes, Jr. as custodian
        (under the Uniform Transfer to Minors Act) for their
        daughter and (ii) 883 Shares which can be acquired upon
        conversion of 525 Shares of Convertible Preferred Stock,
        which Shares of Convertible Preferred Stock are held by Mrs.
        Hughes, Jr. as custodian (under the Uniform Transfer to
        Minors Act) for their daughter.  Excludes 30,777 Shares held
        of record by PSOI as to which Mr. Hughes, Jr., Mr. Hughes and
        Tamara Hughes share voting and dispositive power, 950 Shares
        held of record jointly by Mr. Hughes, Jr. and Tamara Hughes.

   <F4> Includes 1,425 Shares held by a custodian of an individual
        retirement account for Tamara Hughes as to which she has
        investment and dispositive power, 1,300 Shares held by
        Tamara Hughes' husband as to which he has investment and
        dispositive power and 1,900 shares held by Tamara Hughes as
        custodian (under the Uniform Transfer to Minors Act) for her
        son, as to which Tamara Hughes has voting and dispositive power. 
        Also includes 5,050 Shares which can be acquired upon conversion
        of 3,000 Shares of Convertible Preferred Stock, which Shares of
        Convertible Preferred Stock are held of record by Tamara Hughes. 
        Excludes 301,032 Shares held of record by PSIC as to which
        Mr. Hughes and Tamara Hughes share voting and dispositive power,
        30,777 Shares held of record by PSOI as to which Tamara Hughes,
        Mr. Hughes and Mr. Hughes, Jr. share voting and dispositive power,
        950 Shares held of record jointly by Tamara Hughes and Mr. Hughes,
        Jr. and 15,930 Shares held of record by Parker Hughes Trust No. 2
        as to which Tamara Hughes, as trustee of Parker Hughes Trust No. 2,
        has voting and dispositive power.

        B. Wayne Hughes and Tamara L. Hughes share the power to vote and
   dispose of the Shares of the Issuer held by PSIC.  B. Wayne Hughes,
   Tamara L. Hughes and B. Wayne Hughes, Jr. share the power to vote and
   dispose of the Shares of the Issuer held by PSOI.  B. Wayne Hughes has
   the sole power to vote and dispose of the Shares of the Issuer held
   directly by him or by the B.W. Hughes Living Trust.  B. Wayne Hughes'
   wife, Kathleen Becker Hughes, as trustee of Parker Hughes Trust No. 1,
   has the sole power to vote and dispose of the Shares of the Issuer held
   by Parker Hughes Trust No. 1.  B. Wayne Hughes, Jr. has the sole power
   to vote and dispose of the Shares of the Issuer held directly by him or
   by him as custodian for his son and his daughter, and Mrs. Hughes, Jr.
   has the sole power to vote and dispose of the Shares of the Issuer held
   by her as custodian for their daughter.  Tamara L. Hughes has the sole
   power to vote and dispose of the Shares of the Issuer held directly by
   her or by her as custodian for her son.  Tamara L. Hughes, as trustee of
   Parker Hughes Trust No. 2, has the sole power to vote and dispose of the
   Shares of the Issuer held by Parker Hughes Trust No. 2.

        During the 60-day period ending September 16, 1996 and subsequent
   to that date through September 23, 1996, the Reporting Persons purchased
   or sold the number of Shares in the transactions, on the transaction
   dates and at the prices per Share (not including commissions) set forth
   below opposite his, her or its name.

   <TABLE>
   <CAPTION>

                                                                          Price
                           Transaction      No. of           Type of       per
   Reporting Person           Date       Shares Bought     Transaction    Share
   ----------------        -----------   ---------------   -----------    ------
   <S>                     <C>           <C>               <C>            <C>

   B. Wayne Hughes           7/25/96            28 <F1>    open market    $20.25
                             9/16/96       101,400         <F2>           <F2>
                             9/16/96         4,095         <F3>           <F3>
                             9/16/96        91,105         <F4>           <F4>
   B. Wayne Hughes, Jr.      9/16/96         3,972         <F5>           <F5>
                             9/16/96        20,851         <F6>           <F6>
   Tamara L. Hughes          7/25/96            15 <F7>    open market    $20.25
                             9/16/96        15,690         <F8>           <F8>
                             9/16/96        20,851         <F9>           <F9>

   <FN>
   <F1> Includes 14 Shares held by a custodian of an individual retirement
        account for Mr. Hughes and 14 Shares held by a custodian of an
        individual retirement account for Mr. Hughes' wife.

   <F2> Pursuant to the PSP10 Merger, B. Wayne Hughes, Trustee for B.W.
        Hughes Living Trust acquired 101,400 Shares of the Issuer in
        exchange for the surrender of 107,415 shares of PSP10 common stock
        series A.

   <F3> Includes the following Shares acquired pursuant to the PSP12
        Merger:  (a) 421 Shares of the Issuer acquired by B. Wayne Hughes,
        Trustee for B.W. Hughes Living Trust in exchange for the surrender
        of 424 shares of PSP12 common stock series A and (b) 3,674 Shares
        of the Issuer acquired by Parker Hughes Trust No. 1 in exchange for
        the surrender of 3,700 shares of PSP12 common stock series A.

   <F4> Pursuant to the PSP12 Merger, B. Wayne Hughes, Trustee for B.W.
        Hughes Living Trust acquired 91,105 Shares of the Issuer in
        exchange for the surrender of 36,890.6 shares of PSP12 common stock
        series B and 72,347.6 shares of PSP12 common stock series C.

   <F5> Includes the following Shares acquired pursuant to the PSP12
        Merger:  (a) 2,085 Shares of the Issuer acquired by B. Wayne
        Hughes, Jr. as custodian for his daughter in exchange for the
        surrender of 2,100 shares of PSP12 common stock series A and (b)
        1,887 Shares of the Issuer acquired by B. Wayne Hughes, Jr.'s wife
        as custodian for their daughter in exchange for the surrender of
        1,900 shares of PSP12 common stock series A.

   <F6> Pursuant to the PSP12 Merger, B. Wayne Hughes, Jr. acquired 20,851
        Shares of the Issuer in exchange for the surrender of 6,522 shares
        of PSP12 common stock series B and 18,480 shares of PSP12 common
        stock series C.

   <F7> Shares held of record by a custodian of an individual retirement
        account for Tamara L. Hughes.

   <F8> Pursuant to the PSP12 Merger, Tamara L. Hughes acquired 15,690
        Shares of the Issuer in exchange for the surrender of 15,800 shares
        of PSP12 common stock series A.

   <F9> Pursuant to the PSP12 Merger, Tamara L. Hughes acquired 20,851
        Shares of the Issuer in exchange for the surrender of 6,522 shares
        of PSP12 common stock series B and 18,480 shares of PSP12 common
        stock series C.

   </TABLE>

        To the best of the Reporting Persons' knowledge, except as
   disclosed herein, none of the Reporting Persons named in Item 2 has
   any beneficial ownership of any Shares as of September 16, 1996 and
   subsequent to that date through September 23, 1996, or has engaged
   in any transaction in any Shares during the 60-day period ending
   September 16, 1996 and subsequent to that date through September 23,
   1996.

        Except as disclosed herein, no other person is known to the
   Reporting Persons to have the right to receive or the power to direct
   receipt of dividends from, or the proceeds from the sale of, the Shares
   beneficially owned by the Reporting Persons.

   Item 6.   Contracts, Arrangements, Understandings or
             Relationships With Respect to Securities of the Issuer

        In connection with the PSMI Merger, in order to assist the Issuer
   in preserving its status as a "real estate investment trust" under the
   Internal Revenue Code of 1986, B. Wayne Hughes, Tamara L. Hughes,
   B. Wayne Hughes, Jr. and Parker Hughes Trust No. 2 (collectively, the
   "Shareholders") entered into a Shareholders' Agreement with the Issuer
   dated as of November 16, 1995 (the "Shareholders Agreement")
   restricting the Shareholders' acquisition of additional shares of
   capital stock of the Issuer and providing that, if at any time, for
   any reason, more than 50% in value of the Issuer's outstanding capital
   stock otherwise would be considered owned by five or fewer individuals,
   a number of Shares owned by B. Wayne Hughes necessary to prevent such
   violation will automatically and irrevocably be transferred to a
   designated charitable beneficiary.  The Shareholders Agreement is
   referenced under Item 7, Exhibit 5 and is incorporated herein by this
   reference.

        Except as disclosed herein, to the best knowledge of the
   Reporting Persons, there are at present no contracts, arrangements,
   understandings or relationships (legal or otherwise) among the
   Reporting Persons named in Item 2 and between such persons and any
   person with respect to any securities of the Issuer, including but not
   limited to, transfer or voting of any of the securities of the Issuer,
   finder's fees, joint ventures, loan or option arrangements, puts or
   calls, guarantees of profits, division of profits or loss or the giving
   or withholding of proxies, or a pledge or contingency the occurrence of
   which would give another person voting power over securities of the
   Issuer.

   Item 7.   Material to be Filed as Exhibits

        Exhibit 1 - Amended Joint Filing Agreement was previously filed.

        Exhibit 2 - Credit Agreement between B. Wayne Hughes, Jr. and
   Wells Fargo Bank dated as of April 11, 1994 was previously filed.

        Exhibit 3 - Agreement and Plan of Reorganization dated as of
   June 30, 1995 by and among the Issuer, Old PSI and PSMI.  Filed as
   Appendix A to the Issuer's definitive Proxy Statement dated October 11,
   1995 (filed October 13, 1995) and incorporated herein by reference.

        Exhibit 4 - Amendment to Agreement and Plan of Reorganization
   dated as of November 13, 1995 by and among the Issuer, Old PSI and
   PSMI was previously filed.

        Exhibit 5 - Shareholders' Agreement dated as of November 16, 1995
   by and among the Issuer, B. Wayne Hughes, Tamara L. Hughes, B. Wayne
   Hughes, Jr. and Parker Hughes Trust No. 2 was previously filed.

   <PAGE>

                                   SIGNATURES

        Each person whose signature appears below hereby authorizes
   B. Wayne Hughes and Harvey Lenkin, and each of them, as attorney-
   in-fact, to sign on its or his behalf any amendment to this Amendment
   No. 19 to Statement on Schedule 13D, and to file the same, with all
   exhibits thereto and all documents in connection therewith, with the
   Securities and Exchange Commission.

        After reasonable inquiry and to the best of our knowledge and
   belief, we certify that the information set forth in this Amendment
   No. 19 to Statement on Schedule 13D is true, complete and correct.

   Dated:  September 26, 1996

                                  PS INSURANCE COMPANY, LTD.

                                  By: /s/OBREN B. GERICH
                                      -------------------
                                      Obren B. Gerich,
                                      Vice President

                                  PS ORANGECO, INC.

                                  By: /s/OBREN B. GERICH
                                      -------------------
                                      Obren B. Gerich,
                                      Vice President

                                  /s/B. WAYNE HUGHES
                                  ----------------------
                                  B. Wayne Hughes


                                  /s/B. WAYNE HUGHES, JR.
                                  ----------------------
                                  B. Wayne Hughes, Jr.


                                  /s/TAMARA LYNN HUGHES, TRUSTEE
                                  ----------------------
                                  Tamara Lynn Hughes, Trustee FBO
                                  Parker Hughes Trust No. 2 DTD
                                  12/24/92


                                  /s/TAMARA L. HUGHES
                                  ----------------------
                                  Tamara L. Hughes



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