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. 3 TO
STATEMENT ON SCHEDULE 13D
Under the Securities Exchange Act of 1934
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PS PARTNERS III, 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)
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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 4, 1996, as previously amended by Amendment No. 1
dated January 6, 1997, with respect to the offer by PSI to purchase
up to 25,000 of the limited partnership units ("Units") in PS Partners
III, Ltd., a California limited partnership (the "Partnership") at a net
cash price per Unit of $425. 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 4, 1996 and related Letter of
Transmittal.
This statement also constitutes Amendment No. 3 to Statement on
Schedule 13D dated August 1, 1994, as previously amended and restated
by Amendment No. 1 dated September 9, 1994 and amended by Amendment
No. 2 (which was the Schedule 14D-1 filed on December 4, 1996), filed
by PSI.
The Offer to Purchase expired on January 21, 1997 at 5:00 p.m.,
New York City time. At the expiration of the Offer, 12,881 Units
(representing approximately 10.1% 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 January 21, 1997, a wholly-owned subsidiary of PSI accepted
for payment the 12,881 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 January 21, 1997,
PSI beneficially owned 76,797 Units (approximately 60.0%) 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: January 24, 1997 PUBLIC STORAGE, INC.
By: /S/ DAVID GOLDBERG
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David Goldberg
Senior Vice President
and General Counsel
