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. 3 TO
STATEMENT ON SCHEDULE 13D
Under the Securities Exchange Act of 1934
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PS PARTNERS II, 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)
_________________
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 August 21, 1996, as previously amended by Amendment No. 1
dated September 26, 1996, with respect to the offer by PSI to purchase
up to 25,000 of the limited partnership units ("Units") in PS Partners
II, Ltd., a California limited partnership (the "Partnership") at a net
cash price per Unit of $520. Capitalized terms used in this Amendment
No. 2 and not otherwise defined shall have the meanings set forth in
the Offer to Purchase dated August 21, 1996 and related Letter of
Transmittal.
This statement also constitutes Amendment No. 3 to Statement on
Schedule 13D dated October 25, 1994, as previously amended and restated
by Amendment No. 1 dated December 9, 1994 and amended by Amendment No. 2
(which was the Schedule 14D-1 filed on August 21, 1996), filed by PSI.
The Offer to Purchase expired on October 8, 1996 at 5:00 p.m.,
New York City time. At the expiration of the Offer, 9,013 Units
(representing approximately 7.0% 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 October 8, 1996, PSI accepted for payment the 9,013 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that had been validly tendered and not withdrawn pursuant to its Offer.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 October 8, 1996,
PSI beneficially owned 94,031 Units (approximately 73.5%) 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: October 16, 1996 PUBLIC STORAGE, INC.
By: /S/ DAVID GOLDBERG
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David Goldberg
Senior Vice President
and General Counsel
