UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
Balcor/Colonial Storage Income Fund - 85
(Name of Issuer)
Interests in Limited Partnership
(Title of Class of Securities)
NONE
(CUSIP Number)
David B.H. Martin, Jr., Hogan & Hartson L.L.P., 555 Thirteenth Street, NW,
Washington, DC 20004, 202\637-5600
-------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 20, 1997
(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. None
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Public Storage, Inc.
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [ ]
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
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
30,317.279
8 Shared Voting Power
-0-
9 Sole Dispositive Power
30,317.279
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
30,317.279
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
10.9%
14 Type of Reporting Person*
CO
<PAGE>
INTRODUCTION
------------
This Amendment No. 4 to Schedule 13D relates to the ownership
by Public Storage, Inc., a California corporation (the "Company"), of
limited partnership interests (the "Interests") in Balcor/Colonial
Storage Income Fund - 85, an Illinois limited partnership, and amends
the information on Schedule 13D dated April 22, 1996 (the "Schedule
13D") as amended by Amendment No. 1 to Schedule 13D filed on August 29,
1996, Amendment No. 2 to Schedule 13D dated October 2, 1996 and
Amendment No. 3 to Schedule 13D filed October 30, 1996. Capitalized
terms that are not defined herein have the meanings assigned to those
terms in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On March 20, 1997, the Company and a representative of one of
the two general partners of the Partnership executed a letter of intent
for a cash sale of the Partnership's properties to the Company for
$58,152,780. Among other provisions, the letter of intent provides (i)
the Company with a two-month due diligence period during which the
Company may conduct a physical inspection of the properties, (ii) for
the negotiation and execution of a binding and definitive purchase
agreement and (iii) for limited partner approval of the sale of the
properties to the Company. There can be no assurance that the parties
will enter into a binding and definitive purchase agreement or that the
properties will be acquired by the Company.
<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, complete and correct.
Dated: March 26, 1997 PUBLIC STORAGE, INC.
By: /s/ Harvey Lenkin
-------------------------
Harvey Lenkin
President
