SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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AMENDMENT NO. 4 TO
STATEMENT ON SCHEDULE 13D
Under the Securities Exchange Act of 1934
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PS PARTNERS IV, LTD.
(Name of Subject Company)
_________________
Public Storage, Inc.
(Bidder)
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Units of Limited Partnership Interest
(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.
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)
_________________
Introduction
This statement is Amendment No. 2 to the Schedule 14D-1 which was
filed by Public Storage, Inc. ("PSI") with the Securities and Exchange
Commission on December 24, 1996, as previously amended by Amendment
No. 1 dated January 30, 1997, with respect to the offer by PSI to
purchase up to 25,000 of the limited partnership units ("Units") in PS
Partners IV, Ltd., a California limited partnership (the "Partnership")
at a net cash price per Unit of $300. Capitalized terms used in this
Amendment No. 2 and not otherwise defined shall have the meanings set
forth in the Offer to Purchase dated December 24, 1996 and related
Letter of Transmittal.
This statement also constitutes Amendment No. 4 to Statement on
Schedule 13D dated April 21, 1994, as previously amended and restated
by Amendment No. 1 dated June 3, 1994 and Amendment No. 2 dated
November 20, 1995 and amended by Amendment No. 3 (which was the
Schedule 14D-1 filed on December 24, 1996), filed by PSI.
The Offer to Purchase expired on February 19, 1997 at 5:00 p.m.,
New York City time. At the expiration of the Offer, 14,787 Units
(representing approximately 11.6% of the outstanding Units) had been
tendered pursuant to the Offer.
Item 6. Interest in Securities of the Subject Company.
Items 6(a) and (b) are hereby amended as follows:
On February 19, 1997, a wholly-owned subsidiary of PSI accepted
for payment the 14,787 Units that had been validly tendered and not
withdrawn pursuant to the Offer. PSI has instructed the Depository
to pay for such Units in accordance with the procedures set forth in
the Offer to Purchase.
As a result of this purchase of Units, as of February 19, 1997,
PSI beneficially owned 69,448 Units (approximately 54.3%) of the
outstanding Units of the Partnership.
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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: February 24, 1997 PUBLIC STORAGE, INC.
By: /S/ DAVID GOLDBERG
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David Goldberg
Senior Vice President
and General Counsel
