SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
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
_________________
PS PARTNERS VIII, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Subject Company)
_________________
Public Storage, Inc.
(Bidder)
_________________
Units of Limited Partnership Interest
(Title of Class of Securities)
_________________
NONE
(CUSIP Number of Class of Securities)
_________________
DAVID GOLDBERG
Public Storage, Inc.
701 Western Avenue, Suite 200,
Glendale, California 91201-2397
(818) 244-8080
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
_________________
Item 11. Material to be filed as Exhibits.
---------------------------------
See Exhibit Index contained herein.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, correct and complete.
Dated: August 12, 1996 PUBLIC STORAGE, INC.
By: /S/ DAVID GOLDBERG
---------------------
David Goldberg
Senior Vice President
and General Counsel
<PAGE>
Exhibit Index
Exhibit No.
(a) 1 Offer to Purchase dated July 8, 1996. Previously
filed and incorporated herein by reference.
2 Letter of Transmittal. Previously filed and
incorporated herein by reference.
3 Form of letters to Unitholders. Previously filed and
incorporated herein by reference.
4 Press release dated August 12, 1996.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Letter appraisal report by Nicholson-Douglas Realty
Consultants, Inc. dated March 13, 1996. Previously
filed and incorporated herein by reference.
Exhibit (a)(4)
News Release
Public Storage, Inc.
701 Western Avenue
P.O. Box 25050
Glendale, CA 91221-5050
____________________________________________________________________
For Release: Immediately
Date: August 12, 1996
Contact: Mr. Harvey Lenkin
(818) 244-8080
GLENDALE, California--Public Storage, Inc. (NYSE:PSA), announced today
that the Company's cash tender offer for units of limited partnership
interest in PS Partners VIII, Ltd., a California Limited Partnership,
was extended from August 12, 1996 to 5:00 p.m. New York City time on
August 19, 1996.
In the tender offer, approximately 6,002 units have been tendered.
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