UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
Balcor/Colonial Storage Income Fund - 85
(Name of Issuer)
Interests in Limited Partnership
(Title of Class of Securities)
NONE
(CUSIP Number)
David Goldberg, Public Storage, Inc., 701 Western Avenue,
Glendale, California 91201-2397, (818) 244-8080 ext. 529
----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 1, 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
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This Amendment No. 6 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 (the
"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, Amendment No. 3 to Schedule 13D filed October 30, 1996,
Amendment No. 4 to Schedule 13D dated March 20, 1997 and Amendment No. 5
to Schedule 13D dated April 7, 1997. 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:
Pursuant to a Consent Solicitation of Limited Partners dated
November 4, 1997, as supplemented by a letter dated November 21, 1997,
the Partnership's general partners are seeking the approval of the
Partnership's limited partners to the sale of substantially all of the
assets of the Partnership to Value Storage, Ltd., a Texas limited
partnership ("Value Storage"). In November 1997, a representative of
one of the Partnership's general partners (the "General Partner
Representative") telephoned a representative of the Company to inquire
how the Company would vote on the Consent Solicitation. The
representative of the Company responded that he did not know how the
Company would vote and asked whether the General Partner Representative
would object to the Company contacting Value Storage to discuss whether
Value Storage had any interest in having the Company buy one or more of
the Partnership's mini-warehouse facilities. The General Partner
Representative responded that he had no objection and gave the Company's
representative the name of a contact person at Value Storage. The
Company's representative telephoned the Value Storage representative,
identified himself as a representative of the Company which owns 10.9%
of the Interests and asked if Value Storage had any interest in having
the Company buy one or more of the Partnership's mini-warehouse
facilities. The Value Storage representative indicated that he did not
know if Value Storage was interested. The Company's representative
asked the Value Storage representative for an allocation of the purchase
price of the Partnership's assets to one of the Partnership's properties
and the Value Storage representative indicated that he did not have such
an allocation. The Company's representative asked the Value Storage
representative to put together and provide to the Company an allocation
of the purchase price and financial information for that property. As
of the date hereof, the Company has not received such information from
Value Storage and no agreement, understanding or arrangement exists
between the Company and Value Storage or between the Company and any of
the Partnership's general partners with respect to the purchase by the
Company of one or more of the Partnership's mini-warehouse facilities.
<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: December 2, 1997 PUBLIC STORAGE, INC.
By: /s/ David Goldberg
-------------------------
David Goldberg
Senior Vice President and
General Counsel
