PUBLIC STORAGE INC /CA
SC 14D1/A, 1996-04-02
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                 SCHEDULE 14D-1

             Tender Offer Statement Pursuant To Section 14(d)(1) of
                       the Securities Exchange Act of 1934

                                (Final Amendment)

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                    BALCOR/COLONIAL STORAGE INCOME FUND - 85,
                         AN ILLINOIS LIMITED PARTNERSHIP
                            (Name of Subject Company)

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                              PUBLIC STORAGE, INC.
                                    (Bidder)

                        Interests in Limited Partnership
                         (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.
                            600 North Brand Boulevard
                         Glendale, California 91203-1241
                                 (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 the Final  Amendment to the Schedule  14D-1
which was filed by Public Storage,  Inc. (the "Company") with the Securities and
Exchange  Commission  on  January  25,  1996,  with  respect to the offer by the
Company  to  purchase  up  to  69,230  of  the  limited  partnership   interests
("Interests") in  Balcor/Colonial  Storage Income Fund - 85, an Illinois limited
partnership  (the  "Partnership")  at a net cash  price  per  Interest  of $210.
Capitalized  terms used in this  Amendment and not otherwise  defined shall have
the meanings  set forth in the Offer to Purchase  dated  January 25,  1996,  and
related Letter of Transmittal.

                  The Offer to Purchase expired on March 12, 1996, at 5:00 p.m.,
New York  City  time.  At the  expiration  of the  Offer,  19,230.249  Interests
(representing   approximately  6.9%  of  the  outstanding  Interests)  had  been
submitted pursuant to the Offer. The Company has notified the Depositary that it
intends to accept for payment all 19,230.249  Interests tendered pursuant to its
Offer subject to confirmation  that such Interests have been validly tendered in
accordance  with the terms of the  Company's  Offer to  Purchase.  If all of the
Interests tendered are accepted for payment,  then the Company will beneficially
own a total  of  19,745.249  Interests  representing  approximately  7.1% of the
outstanding Interests.  In addition,  subsequent to the expiration of the Offer,
the Company entered into a privately  negotiated  agreement to purchase 6,752.33
Interests. If that purchase is consummated and assuming all 19,230.249 Interests
tendered  pursuant to the Offer are  accepted  for  payment,  the  Company  will
beneficially  own a total of  26,497.579  Interests  representing  approximately
9.57% of the outstanding Interests.

Item 6.           Interest in Securities of the Subject Company.
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                  Item 6(a) and (b) are hereby amended as follows:

                  The Company has  notified  the  Depositary  that it intends to
                  accept for payment all 19,230.249  Interests tendered pursuant
                  to its Offer subject to confirmation  that such Interests have
                  been  validly  tendered  in  accordance  with the terms of the
                  Company's Offer to Purchase.  If all of the Interests tendered
                  are accepted for payment,  then the Company will  beneficially
                  own a total of 19,745.249 Interests representing approximately
                  7.1% of the outstanding Interests. In addition,  subsequent to
                  the  expiration  of the  Offer,  the  Company  entered  into a
                  privately negotiated agreement to purchase 6,752.33 Interests.
                  If that purchase is  consummated  and assuming all  19,230.249
                  Interests  tendered  pursuant  to the Offer are  accepted  for
                  payment,   the  Company  will  beneficially  own  a  total  of
                  26,497.579 Interests  representing  approximately 9.57% of the
                  outstanding Interests.


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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:  April 2, 1996                     PUBLIC STORAGE, INC.



                                          By:  /s/ Harvey Lenkin
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                                              Harvey Lenkin
                                              President









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