PUBLIC STORAGE INC /CA
SC 14D1/A, 1997-07-18
REAL ESTATE INVESTMENT TRUSTS
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                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                 _________________

                                AMENDMENT NO. 1 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 V, 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:  July 17, 1997                  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 June 16, 1997.  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 July 18, 1997.

      (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 December 31, 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:            July 18, 1997
                                   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  V, Ltd., a California limited  partnership, was
   extended from July 21, 1997 to 5:00 p.m. New York City time on August 5,
   1997.

   In the tender offer, approximately 8,999 units have been tendered.

                                      ###



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