SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO
STATEMENT ON SCHEDULE 14D-1
Amendment to Tender Offer Statement Pursuant To Section 14(d)(1) of
the Securities Exchange Act of 1934
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AMENDMENT NO. 2 TO
STATEMENT ON SCHEDULE 13D
Under the Securities Exchange Act of 1934
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PS PARTNERS, LTD.
(Name of Subject Company)
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Public Storage, Inc.
(Bidder)
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Units of Limited Partnership Interest
(Title of Class of Securities)
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NONE
(CUSIP Number of Class of Securities)
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DAVID GOLDBERG
Public Storage, Inc.
701 Western Avenue, Suite 200,
Glendale, California 91201-2397
(818) 244-8080
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
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Introduction
This statement is Amendment No. 2 to the Schedule 14D-1 which was
filed by Public Storage, Inc. ("PSI") with the Securities and Exchange
Commission on July 26, 1996, as previously amended by Amendment No. 1
dated August 28, 1996, with respect to the offer by PSI to purchase up
to 14,000 of the limited partnership units ("Units") in PS Partners,
Ltd., a California limited partnership (the "Partnership") at a net cash
price per Unit of $548. Capitalized terms used in this Amendment No. 2
and not otherwise defined shall have the meanings set forth in the Offer
to Purchase dated July 26, 1996 and related Letter of Transmittal.
This statement also constitutes Amendment No. 2 to Statement on
Schedule 13D dated February 28, 1995, as previously amended by
Amendment No. 1 (which was the Schedule 14D-1 filed on July 26,
1996), filed by PSI.
The Offer to Purchase expired on September 5, 1996 at 5:00 p.m.,
New York City time. At the expiration of the Offer, 4,532 Units
(representing approximately 6.9% of the outstanding Units) had been
tendered pursuant to the Offer.
Item 6. Interest in Securities of the Subject Company.
Items 6(a) and (b) are hereby amended as follows:
On September 5, 1996, PSI accepted for payment the 4,532 Units
that had been validly tendered and not withdrawn pursuant to its Offer.
PSI has instructed the Depository to pay for such Units in accordance
with the procedures set forth in its Offer to Purchase.
As a result of this purchase of Units, as of September 5, 1996,
PSI beneficially owned 45,316 Units (approximately 68.7%) of the
outstanding Units of the Partnership.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, correct and complete.
Dated: September 9, 1996 PUBLIC STORAGE, INC.
By: /S/ DAVID GOLDBERG
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David Goldberg
Senior Vice President
and General Counsel