SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934

For the fiscal year ended December 31, 2007.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the transition period from to
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Commission File Number: 0-8667
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PUBLIC STORAGE PROPERTIES, LTD.
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(Exact name of Registrant as specified in its charter)

California 95-3196921
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

701 Western Avenue, Glendale, California 91201-2349
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (818) 244-8080.

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

Units of Limited Partnership Interest
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(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [ ]No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [ ] Accelerated Filer [ ] Non-accelerated Filer [X]
Smaller Reporting Company [ ]

The aggregate market value of the voting and non-voting common stock held by
non-affiliates of the Registrant as of June 30, 2007:

Limited Partner Units, $500.00 Par Value - $15,024,000(computed on the basis of
$2,000 per unit which was the highest reported sale price prior to the quarter
ended June 30, 2007).

The number of units outstanding of the registrant's classes of common equity as
of March 25, 2008:

Units of Limited Partnership Interest, $500.00 Par Value - 20,000 units

DOCUMENTS INCORPORATED BY REFERENCE

NONE

PART I

ITEM 1. BUSINESS
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Forward Looking Statements
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This Annual Report on Form 10-K contains forward-looking statements within
the meaning of the federal securities laws. All statements in this document,
other than statements of historical fact, are forward-looking statements which
may be identified by the use of the words "expects," "believes," "anticipates,"
"plans," "would," "should," "may," "estimates" and similar expressions. These
forward-looking statements involve known and unknown risks and uncertainties,
which may cause Public Storage Properties, Ltd.'s (the "Partnership") actual
results and performance to be materially different from those expressed or
implied in the forward-looking statements. As a result, you should not rely on
any forward-looking statements in this report, or which management may make
orally or in writing from time to time, as predictions of future events nor
guarantees of future performance. We caution you not to place undue reliance on
forward-looking statements, which speak only as the date of this report or as of
the dates indicated in the statements. All of our forward-looking statements,
including those in this report, are qualified in their entirely by this
statement. We expressly disclaim any obligation to update publicly or otherwise
revise any forward-looking statements, whether as a result of new information,
new estimates, or other factors, events or circumstances after the date of this
document, except where expressly required by law. Accordingly, you should use
caution in relying on past forward-looking statements to anticipate future
results.

Factors and risks that may impact our future results and performance
include, but are not limited to, those described in Item 1A, "Risk Factors" and
in our other filings with the Securities and Exchange Commission. ("SEC"). These
risks include, among others, the following:

o general risks associated with the ownership and operation of real
estate including changes in demand, potential liability for
environmental contamination, adverse changes in tax, real estate
and zoning laws and regulations, and the impact of natural
disasters;

o risks associated with downturns in the local economies in the
markets in which we operate;

o the impact of competition from new and existing self-storage and
commercial facilities and other storage alternatives;

o the impact of the regulatory environment as well as national,
state, and local laws and regulations;

o disruptions or shutdowns of our automated processes and systems;
and

o economic uncertainty due to the impact of war or terrorism.

The risks included here are not exhaustive as it is not possible for
management to predict all possible risk factors that may exist or emerge from
time to time. Investors should refer to our quarterly reports on Form 10-Q for
future periods and current reports on Form 8-K and other information filed from
time to time with the SEC Commission for additional information.

General
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The Partnership is a publicly held limited partnership formed under the
California Uniform Limited Partnership Act in November 1976. The Partnership
raised $10,000,000 in gross proceeds by selling 20,000 units of limited
partnership interest ("Units") in an interstate offering, which commenced in
October 1977 and completed in January 1978. The Partnership was formed to engage
in the business of developing and operating self-storage facilities for personal
and business use.

The Partnership has reported annually to the Securities and Exchange
Commission ("SEC") on Form 10-K which includes financial statements certified by
its independent registered public accounting firm. The Partnership has also
reported quarterly to the SEC on Form 10-Q and includes unaudited financial
statements with such filings. The Partnership expects to continue such
reporting. On an annual basis, the Partnership mails the audited financial
statements and related notes thereto, to all limited partners.

The public may read and copy any materials this Partnership files with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-732-0330. The partnership does not
maintain a website. However, the SEC maintains an Internet site that contains
reports, proxy and information statements, and other information regarding
issuers, including the Partnership, that file electronically with the SEC at
http://www.sec.gov.

In 1995, there were a series of mergers among Public Storage Management,
Inc. (which was the Partnership's self-storage facilities operator), Public
Storage, Inc. (which was one of the Partnership's general partners) and their
affiliates (collectively, "PSMI"), culminating in the November 16, 1995 merger
(the "PSMI Merger") of PSMI into Storage Equities, Inc., a real estate
investment trust ("REIT") organized as a California corporation. In the PSMI
Merger, Storage Equities, Inc. was renamed Public Storage, Inc. and acquired
substantially all of PSMI's United States ("U.S.") real estate operations and
became a co-general partner of the Partnership and the operator of the
Partnership's self-storage facilities. Effective June 1, 2007, Public Storage,
Inc. was reorganized into Public Storage ("PS"), a Maryland real estate
investment trust.

The Partnership's general partners are PS and B. Wayne Hughes ("Hughes")
(collectively referred to as the "General Partners"). Hughes has been a general
partner of the Partnership since its inception. Hughes is chairman of the board
of PS, and was its chief executive officer through November 7, 2002. Hughes and
members of his family (the "Hughes Family") own approximately 25.3% of the
outstanding common shares of PS.

The Partnership is managed, and its investment decisions are made by Hughes
and the executive officers and trustees of PS. The limited partners of the
Partnership have no right to participate in the operation or conduct of the
Partnership's business and affairs.

The term of the Partnership is until all properties have been sold and, in
any event, not later than December 31, 2035.

Investment Objectives and Policies
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The Partnership's investment objectives are to (i) preserve and protect
invested capital, (ii) maximize the potential for appreciation in value of its
investments, and (iii) provide for cash distributions from operations.

Following are the Partnership's investment practices and policies. The
partnership does not anticipate any new investments, other than maintenance
capital expenditures, and does not anticipate liquidating the real estate
investments it now holds. While a vote of the limited partners is generally
required to change the Partnership's investment policies, the general partners
hold a majority of the limited partnership units, and as a result, the General
Partners could change these policies through their vote.

o Our investments consist of nine self-storage facilities located
in the U.S. See "Self-storage Facilities" and Item 2 "Properties"
for further information. These investments were acquired both for
income and capital gains.

o There is no limitation on the amount or percentage of assets,
which can be invested in any specific person.

The Partnership does not anticipate issuing senior securities, making loans
to other persons, investing in the securities of other issuers for the purpose
of exercising control, underwriting the securities of other issuers, engaging in
the purchase and sale of investments, offering securities in exchange for
property, or repurchasing or otherwise reacquiring its outstanding securities.
The Partnership may consider borrowing money with the intent of using the
proceeds for distribution to partners.

Self-Storage Facilities
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Self-storage facilities are designed to offer accessible storage space for
personal and business use at a relatively low cost. A user rents a fully
enclosed space, which is for the user's exclusive use and to which only the user
has access on an unrestricted basis during business hours. On-site operation is
the responsibility of property managers who are supervised by district managers.
Some self-storage facilities also include rentable uncovered parking areas for
vehicle storage. Leases for self-storage space may be on a long-term or
short-term basis, although typically spaces are rented on a month-to-month
basis. Rental rates vary according to the location of the property and the size
of the storage space.

Users of space in self-storage facilities include both individuals and
large and small businesses. Individuals usually employ this space for storage
of, among other things, furniture, household appliances, personal belongings,
motor vehicles, boats, campers, motorcycles and other household goods.
Businesses normally employ this space for storage of excess inventory, business
records, seasonal goods, equipment and fixtures.

Self-storage facilities in which the Partnership has invested generally
consist of three to seven buildings containing an aggregate of between
approximately 250 to 1,100 storage spaces, most of which have between 25 and 400
square feet and an interior height of approximately 8 to 12 feet.

The Partnership experiences minor seasonal fluctuations in the occupancy
levels of its self-storage facilities with occupancies higher in the summer
months than in the winter months. The Partnership believes that these
fluctuations result in part from increased moving activity during the summer.

The Partnership's self-storage facilities are all in California and are
generally located in heavily populated areas and close to concentrations of
apartment complexes, single family residences and commercial developments.
However, there may be circumstances in which it may be appropriate to own a
property in a less populated area, for example, in an area that is highly
visible from a major thoroughfare and close to, although not in, a heavily
populated area. Moreover, in certain population centers, land costs and zoning
restrictions may create a demand for space in nearby less populated areas.

As with most other types of real estate, the conversion of self-storage
facilities to alternative uses in connection with a sale or otherwise would
generally require substantial investment. However, the Partnership does not
intend to convert its self-storage facilities to other uses.

Operating Strategies
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The Partnership's self-storage facilities are operated by PS under the
"Public Storage" brand name, which the Partnership believes is the most
recognized name in the self-storage industry. The major elements of the
Partnership's operating strategies are as follows:

o Capitalize on recognition of the "Public Storage" name. PS has
more than 20 years of operating experience in the self-storage
business. PS has informed the Partnership that it is the largest
self-storage facility operator in the U.S. in terms of both
number of facilities and rentable space operated. PS believes
that its marketing and advertising programs improve its
competitive position in the market. The PS in-house yellow pages
staff designs and places advertisements in directories in
virtually all markets in which it operates. Customers calling
either the PS toll-free telephone referral system, (800)
44-STORE, or a self-storage facility are directed to the PS
reservation system where a trained representative discusses with
the customer space requirements, price and location preferences
and also informs the customer of other products and services
provided by PS. The telephone reservation system supports rental
activity at all of the U.S. facilities operated by PS. PS also
provides customers the opportunity to review space availability
and make reservations online through the PS website,
www.publicstorage.com.

o Maintain high occupancy levels and increase annual realized
rents. Subject to market conditions, the Partnership generally
seeks to maximize revenues through high occupancy levels and to
eliminate promotions prior to increasing rental rates. Average
occupancy for the Partnership's self-storage facilities was 90%
in 2007 and 2006. Annual realized rents per occupied square foot
increased from $15.53 in 2006 to $15.79 in 2007.

o Systems and controls. PS has an organizational structure and a
property operation system which links its corporate office with
each of its self-storage facilities. This enables PS to obtain
daily information from each facility and to achieve efficiencies
in operations and maintain control over its space inventory,
rental rates, promotional discounts and delinquencies, and to
identify changing market conditions and operating trends as well
as analyze customer data, and quickly change properties' pricing
and promotional mix on an automated basis. Expense management is
achieved through centralized payroll and accounts payable systems
and a comprehensive property tax appeals department. PS also has
an extensive internal audit program designed to ensure proper
handling of cash collections.

o Professional property operation. There are approximately 5,200
persons who render services for the Public Storage system in the
U.S., primarily personnel engaged in property operations,
substantially all of whom are employed by a clearing company that
provides certain administrative and cost-sharing services to PS
and other owners of properties operated by PS.

Property Operator
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The Partnership's self-storage facilities are managed by PS (as successor
to PSMI) pursuant to a Management Agreement.

Under the supervision of the Partnership, PS coordinates the operation of
the facilities, establishes rental policies and rates, directs marketing
activity and directs the purchase of equipment and supplies, maintenance
activity and the selection and engagement of all vendors, supplies and
independent contractors.

PS engages, at the expense of the Partnership, employees for the operation
of the Partnership's facilities, including property managers, assistant
managers, relief managers, and billing and maintenance personnel. Some or all of
these employees may be employed on a part-time basis and may also be employed by
other persons, partnerships, real estate investment trusts or other entities
owning facilities operated by PS.

In the purchasing of services such as advertising (including broadcast
media advertising) and insurance, PS attempts to achieve economies by combining
the resources of the various facilities that it operates. Facilities operated by
PS have historically carried comprehensive insurance, including fire,
earthquake, liability and extended coverage.

PS has systems for managing space inventories, accounting and handling
delinquent accounts, including a computerized network linking PS operated
facilities. Each property manager is furnished with detailed operating
procedures and typically receives facilities management training from PS. Form
letters covering a variety of circumstances are also supplied to the property
managers. A record of actions taken by the property managers when delinquencies
occur is maintained.

The Partnership's facilities are typically advertised via signage, yellow
pages, flyers, broadcast media advertising (i.e. television and radio) in
geographic areas in which many of the Partnership's facilities are located, as
well as on the Internet. Broadcast media and other advertising costs are charged
to the Partnership's facilities located in geographic areas affected by the
advertising. From time to time, PS adopts promotional programs, such as
temporary rent reductions, in selected areas or for individual facilities.

For as long as the Management Agreement between the Partnership and PS is
in effect, PS has granted the Partnership a non-exclusive license to use two PS
service marks and related designs including the "Public Storage" name in
conjunction with rental and operation of facilities managed pursuant to the
Management Agreement. Upon termination of the Management Agreement, the
Partnership would no longer have the right to use the service marks and related
designs. The General Partners believe that the loss of the right to use the
service marks and related designs could have a material adverse effect on the
Partnership's business.

The Management Agreement between the Partnership and PS provides that the
Management Agreement may be terminated without cause upon 60 days written notice
by the Partnership or six months notice by PS.

Competition
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Local market conditions play a significant role in how competition will
affect the Partnership's operations. Competition from other self-storage and
other storage alternatives in the market areas in which the Partnership operates
is significant and affects the occupancy levels, rental rates and operating
expenses of certain of the Partnership's facilities. Any increase in
availability of funds for investment in real estate may accelerate competition.
Further development of self-storage facilities may intensify competition among
self-storage facilities in the market areas in which the Partnership operates.
In addition to competition from self-storage facilities operated by PS, there
are other publicly traded REITs and numerous regional and local operators. The
Partnership believes that the significant operating and financial experience of
PS, and the "Public Storage" brand name recognition should enable the
Partnership to continue to compete effectively with other entities.

Other Business Activities
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A corporation that reinsures policies against losses to goods stored by
tenants in PS' storage facilities was purchased by PS from Mr. Hughes and

members of his family (the "Hughes Family") on December 31, 2001. We believe
that the availability of insurance reduces our potential liability to tenants
for losses to their goods from theft or destruction. This corporation receives
the premiums and bears the risks associated with the reinsurance. The
Partnership receives an access fee from this corporation in return for providing
tenant listings. This fee is based on the number of spaces the Partnerships has
to rent.

A subsidiary of PS sells locks and boxes and rents trucks to the general
public and tenants to be used in securing their spaces and moving their goods.
The subsidiary of PS receives the revenues and bears the cost of the activities.
We believe that the availability of locks and boxes for sale and the rental of
trucks promote the rental of self-storage spaces.

Federal Income Tax
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Public Storage Properties, Ltd. is treated as a partnership for Federal
income tax purposes with the taxable income of the entity allocated to each
partner in accordance with the Partnership agreement.

Employees
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The Partnership has no direct employees. There are approximately 36 persons
who render services on behalf of the Partnership. These persons include resident
managers, assistant managers, relief managers, area managers, and administrative
and maintenance personnel. Some employees may be employed on a part-time basis
and may be employed by other persons, partnerships, REITs or other entities
owning facilities operated by PS.

ITEM 1A. RISK FACTORS
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In addition to the other information in our Annual Report on Form 10-K, you
should consider the risks described below that we believe may be material to
investors in evaluating the Partnership. This section contains forward-looking
statements, and in considering these statements, you should refer to the
qualifications and limitations on our forward-looking statements that are
described in FORWARD LOOKING STATEMENTS at the beginning of Item 1.

THE GENERAL PARTNERS CONTROL THE PARTNERSHIP AS A GROUP.

Public Storage is a general partner and beneficially owns approximately
31.4% of our outstanding limited partnership units. In addition, B. Wayne
Hughes, General Partner of the Partnership, and Chairman of PS and members of
his family beneficially own 31.5% of the limited partnership units. As a result,
the General Partners, as a group, control matters submitted to a vote of our
unitholders, including amending our organizational documents, dissolving the
Partnership and approving other such transactions.

SINCE OUR BUSINESS CONSISTS PRIMARILY OF OPERATING REAL ESTATE, WE ARE
SUBJECT TO REAL ESTATE OPERATING RISKS.

The value of our investments may be reduced by general risks of real estate
ownership. Since we derive substantially all of our income from real estate
operations, we are subject to the general risks of owning real estate-related
assets, including:

o lack of demand for rental spaces or units in a locale;

o changes in general economic or local conditions;

o natural disasters, such as earthquakes;

o potential terrorist attacks;

o changes in supply of or demand for similar or competing
facilities in an area;

o the impact of environmental protection laws;

o changes in interest rates and availability of permanent mortgage
funds which may render the sale or financing of a property
difficult or unattractive;

o increases in insurance premiums, property tax assessments and
other operating and maintenance expenses;

o adverse changes in tax, real estate and zoning laws and
regulations; and

o tenant and employment-related claims.

There is significant competition among self-storage facilities and from
other storage alternatives. All of our properties are self-storage facilities,
which generated substantially all of our revenue for the year ended December 31,
2007. Local market conditions will play a significant part in how competition
will affect us. Competition in the market areas in which many of our properties
are located from other self-storage facilities and other storage alternatives is
significant and has affected the occupancy levels, rental rates and operating
expenses of some of our properties. Any increase in availability of funds for
investment in real estate may accelerate competition. Further development of
self-storage facilities may intensify competition among operators of
self-storage facilities in the market areas in which we operate.

We may incur significant environmental costs and liabilities. As an owner
and operator of real properties, under various federal, state and local
environmental laws, we are required to clean up spills or other releases of
hazardous or toxic substances on or from our properties. Certain environmental
laws impose liability whether or not the owner knew of, or was responsible for,
the presence of the hazardous or toxic substances. In some cases, liability may
not be limited to the value of the property. The presence of these substances,
or the failure to properly remediate any resulting contamination, whether from
environmental or microbial issues, also may adversely affect the owner's or
operator's ability to sell, lease or operate its property or to borrow using its
property as collateral.

We have conducted preliminary environmental assessments on the
Partnership's properties to evaluate the environmental condition of, and
potential environmental liabilities associated with, our properties. These
assessments generally consist of an investigation of environmental conditions at

the property (not including soil or groundwater sampling or analysis), as well
as a review of available information regarding the site and publicly available
data regarding conditions at other sites in the vicinity. In connection with
these property assessments, we have become aware that prior operations or
activities at some facilities or from nearby locations have or may have resulted
in contamination to the soil or groundwater at these facilities. In this regard,
some of our facilities are or may be the subject of federal or state environment
investigations or remedial actions. Although we cannot provide any assurance,
based on the preliminary environmental assessments, we believe we have funds
available to cover any liability from environmental contamination or potential
contamination and we are not aware of any environmental contamination of our
facilities material to our overall business, financial condition or results of
operation.

There has been an increasing number of claims and litigation against owners
and managers of rental properties relating to moisture infiltration, which can
result in mold or other property damage. When we receive a complaint concerning
moisture infiltration, condensation or mold problems and/or become aware that an
air quality concern exists, we implement corrective measures in accordance with
guidelines and protocols we have developed with the assistance of outside
experts. We seek to work proactively with our tenants to resolve moisture
infiltration and mold-related issues, subject to our contractual limitations on
liability for such claims. However, we can provide no assurance that material
legal claims relating to moisture infiltration and the presence of, or exposure
to, mold will not arise in the future.

Property taxes can increase and cause a decline in yields on investments.
Each of our properties is subject to real property taxes. These real property
taxes may increase in the future as property tax rates change and as our
properties are assessed or reassessed by tax authorities. Such increases could
adversely impact our profitability.

We must comply with the Americans with Disabilities Act and fire and safety
regulations, which can require significant expenditures. All our properties must
comply with the Americans with Disabilities Act and with related regulations
(the "ADA"). The ADA has separate compliance requirements for "public
accommodations" and "commercial facilities," but generally requires that
buildings be made accessible to persons with disabilities. Various state laws
impose similar requirements. A failure to comply with the ADA or similar state
laws could result in government imposed fines on us and could award damages to
individuals affected by the failure. In addition, we must operate our properties
in compliance with numerous local fire and safety regulations, building codes,
and other land use regulations. Compliance with these requirements can require
us to spend substantial amounts of money, which would reduce cash otherwise
available for distribution to shareholders. Failure to comply with these
requirements could also affect the marketability of our real estate facilities.

We incur liability from tenant and employment-related claims. From time to
time we must resolve tenant claims and employment-related claims by corporate
level and field personnel.

PUBLIC STORAGE'S ACQUISITION OF SHURGARD OR OTHER POTENTIAL ACQUISITIONS OR
DEVELOPMENT OF PROPERTIES MAY SUBJECT THE PARTNERSHIP TO ADDITIONAL RISKS.

In August 2006, Public Storage completed the acquisition of Shurgard
Storage Centers, Inc. ("Shurgard"), a publicly held REIT that had interests in
approximately 646 self-storage facilities located in the United States ("U.S.")
and Europe and acquires and develops other real estate facilities as part of its
ongoing operations. Such acquisitions, including the Shurgard merger, do not
change the financial interests of the Partnership. However, because the
self-storage facilities of the Partnership and Public Storage are managed by
Public Storage, together with the newly acquired self-storage facilities,
individual Partnership properties may experience a decrease in move-ins,
reductions to rental rates, increases to promotional discounts, or other
negative impacts to revenues in the short and/or long term due to the
competitive impact of Public Storage management of the newly acquired
facilities, particularly with respect to those facilities that are close to the
Partnership's facilities.

TERRORIST ATTACKS AND THE POSSIBILITY OF WIDER ARMED CONFLICT MAY HAVE AN
ADVERSE IMPACT ON OUR BUSINESS AND OPERATING RESULTS AND COULD DECREASE THE
VALUE OF OUR ASSETS.

Terrorist attacks and other acts of violence or war, such as those that
took place on September 11, 2001, could have a material adverse impact on our
business and operating results. There can be no assurance that there will not be
further terrorist attacks against the U.S. or its businesses or interests.
Attacks or armed conflicts that directly impact one or more of our properties
could significantly affect our ability to operate those properties and thereby
impair our operating results. Further, we may not have insurance coverage for
losses caused by a terrorist attack. Such insurance may not be available, or if
it is available and we decide to obtain such terrorist coverage, the cost for

the insurance may be significant in relationship to the risk overall. In
addition, the adverse effects that such violent acts and threats of future
attacks could have on the U.S. economy could similarly have a material adverse
effect on our business and results of operations. Finally, further terrorist
acts could cause the U.S. to enter into a wider armed conflict, which could
further impact our business and operating results.

DEVELOPMENTS IN CALIFORNIA MAY HAVE AN ADVERSE IMPACT ON OUR BUSINESS AND
OPERATING RESULTS AND COULD DECREASE THE VALUE OF OUR ASSETS.

All of the Partnership's properties are located in California. California
is facing budgetary problems. Action that may be taken in response to these
problems, such as an increase in property taxes on commercial properties, could
adversely impact our business and results of operations. In addition, we could
be adversely impacted by efforts to reenact legislation mandating medical
insurance for employees of California businesses and members of their families.

INCREASES IN INTEREST RATES MAY ADVERSELY AFFECT THE PRICE OF OUR
PARTNERSHIP UNITS.

One of the factors that influence the market price of our partnership units
is the annual rate of distributions that we pay on the securities, as compared
with interest rates. An increase in interest rates may lead purchasers of
partnership units to demand higher annual distribution rates, which could
adversely affect the market price of our partnership units.

WE HAVE BECOME INCREASINGLY DEPENDENT UPON AUTOMATED PROCESSES AND THE
INTERNET AND ARE FACED WITH SECURITY SYSTEM RISKS.

We have become increasingly centralized and dependent upon automated
information technology processes. As a result, we could be severely impacted by
a catastrophic occurrence, such as a natural disaster or a terrorist attack. In
addition, a portion of our business operations are conducted over the Internet,
increasing the risk of viruses that could cause system failures and disruptions
of operations. Experienced computer programmers may be able to penetrate our
network security and misappropriate our confidential information, create system
disruptions or cause shutdowns.

OUR OWNERSHIP INTEREST IN STOR-RE MAY LOSE VALUE OR BECOME A LIABILITY.

The Partnership has a 0.9% ownership interest in STOR-Re Mutual Insurance
Corporation ("STOR-Re"), which was formed in 1994 as an association captive
insurance company, and is controlled by PS. STOR-Re provided limited property
and liability insurance coverage to the Partnership, PS, and affiliates of PS
for losses occurring prior to April 1, 2004. Liabilities for losses and loss
adjustment expenses include an amount determined from loss reports and
individual cases and an amount, based on recommendations from an outside actuary
that is a member of the American Academy of Actuaries, using a frequency and
severity method, for losses incurred but not reported. Determining the liability
for unpaid losses and loss adjustment expense is based upon estimates and while
we believe that the amount is adequate, the ultimate loss may be in excess of or
less than the amounts provided, which may result in a reduction in the value of
the Partnership's investment or could result in future payments to STOR-Re if
its reserves were determined to be inadequate. Financial data with respect to
STOR-Re is included in Note 5 to the Partnership's December 31, 2007 financial
statements.

ITEM 1B. UNRESOLVED STAFF COMMENTS
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Not applicable.

ITEM 2. PROPERTIES
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The following table sets forth information as of December 31, 2007 about
properties owned by the Partnership:

Net Number Date Completion
Location Size of Parcel Rentable Area of Spaces of Purchase Date
-------- -------------- ------------- --------- ----------- ----

CALIFORNIA
Corona 2.82 acres 52,000 sq. ft. 467 June 29, 1978 Dec. 1978
Fremont 3.00 acres 53,000 sq. ft. 464 Mar. 21, 1978 Nov. 1978
Milpitas 3.40 acres 40,000 sq. ft 419 May 8, 1978 Nov. 1978
Norco 1.66 acres 29,000 sq. ft 257 July 19, 1978 Dec. 1978
North Hollywood 2.06 acres 38,000 sq. ft. 343 Mar. 17, 1978 Dec. 1979
Pasadena 1.84 acres 37,000 sq. ft. 385 Feb. 24, 1978 Aug. 1978
Sun Valley 2.72 acres 53,000 sq. ft. 477 May 30, 1978 Oct. 1978
Wilmington 6.32 acres 133,000 sq. ft. 1,089 Apr. 18, 1978 Aug. 1978
Whittier - El Monte 3.28 acres 58,000 sq. ft. 532 Nov. 29, 1977 July 1978

The weighted average occupancy level for the self-storage facilities was
90% for 2007 and 2006.

The Partnership does not have any agreements to buy or sell any real
estate. The Partnership does not anticipate any new investments, other than
maintenance capital expenditures, and does not anticipate liquidating the real
estate investments it now holds.

As of December 31, 2007, none of the properties were encumbered by mortgage
debt.

ITEM 3. LEGAL PROCEEDINGS
- ------- -----------------

Serrao v. Public Storage, Inc. (filed April 2003) (Superior Court of
---------------------------------------------------------------------------
California - Orange County)
---------------------------

The plaintiff in this case filed a suit against PS on behalf of a putative
class of renters who rented self-storage units from PS. Plaintiff alleges that
PS misrepresented the size of its storage units, has brought claims under
California statutory and common law relating to consumer protection, fraud,
unfair competition, and negligent misrepresentation, and is seeking monetary
damages, restitution, and declaratory and injunctive relief. On November 26,
2007, the Court entered an order dismissing the matter in its entirety without
any liability to PS.

Brinkley v. Public Storage, Inc. (filed April 2005) (Superior Court of
---------------------------------------------------------------------------
California - Los Angeles County)
--------------------------------

The plaintiff sued PS on behalf of a purported class of California
non-exempt employees based on various California wage and hour laws and seeking
monetary damages and injunctive relief. In May 2006, a motion for class
certification was filed seeking to certify five subclasses. Plaintiff sought
certification for alleged meal period violations, rest period violations,
failure to pay for travel time, failure to pay for mileage reimbursement, and
for wage statement violations. In October 2006, the Court declined to certify
three out of the five subclasses. The Court did, however, certify subclasses
based on alleged meal period and wage statement violations. Subsequently, PS
filed a motion for summary judgment seeking to dismiss the matter in its
entirety. On June 22, 2007, the Court granted PS' summary judgment motion as to
the causes of action relating to the subclasses certified and dismissed those
claims. The only surviving claims are those relating to the named plaintiff
only. The plaintiff has filed an appeal to the Court's June 22, 2007 summary
judgment ruling. An appeal to the Court's June 22, 2007 order granting PS'
summary judgment motion is currently pending.

Other Items
-----------

PS and the Partnership are a party to various claims, complaints, and other
legal actions that have arisen in the normal course of business from time to
time, that are not described above. We believe that it is unlikely that the
outcome of these other pending legal proceedings including employment and tenant
claims, in the aggregate, will have a material adverse effect upon the
operations or financial position of the Partnership.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ---------------------------------------------------

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 2007.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
- ------- ------------------------------------------------------------------------
AND ISSUER PURCHASES OF EQUITY SECURITIES
-----------------------------------------

The Partnership has no common stock.

The Units are not listed on any national securities exchange or quoted on
the NASDAQ System and there is no established public trading market for the
Units. Secondary sales activity for the Units has been limited and sporadic. The
General Partners monitor transfers of the Units (a) because the admission of the
transferee as a substitute limited partner requires the consent of the General
Partners under the Partnership's Amended and Restated Certificate and Agreement
of Limited Partnership, (b) in order to ensure compliance with safe harbor
provisions to avoid treatment as a "publicly traded partnership" for tax
purposes, and (c) because the General Partners (and their affiliates) have
purchased Units. However, the General Partners do not have information regarding
the prices at which all secondary sale transactions in the Units have been
effectuated. Various organizations offer to purchase and sell limited
partnership interests (including securities of the type such as the Units) in
secondary sales transactions. Various publications such as The Stanger Report
summarize and report information (on a monthly, bimonthly or less frequent
basis) regarding secondary sales transactions in limited partnership interests
(including the Units), including the prices at which such secondary sales
transactions are effectuated.

Exclusive of the General Partners' interest in the Partnership, as of
December 31, 2007, there were approximately 590 unit holders of record.

Distributions to the general and limited partners of all cash available for
distribution (as defined) are made quarterly. Cash available for distribution is
generally net cash provided by operating activities, less deductions to pay,
establish or revise reserves for all other expenses (other than incentive
distributions to the general partner) and capital improvements, plus net
proceeds from any sale or financing of the Partnership's properties.

Reference is made to Items 6 and 7 hereof for information on the amount of
such distributions.

ITEM 6. SELECTED FINANCIAL DATA
- ------- -----------------------

For the Year Ended
December 31, 2007 2006 2005 2004 2003
------------ ---- ---- ---- ---- ----

Revenues $ 7,524,000 $ 7,371,000 $ 7,002,000 $ 6,593,000 $ 6,246,000

Depreciation and
amortization 130,000 165,000 181,000 217,000 454,000

Net income 5,314,000 5,042,000 4,888,000 4,475,000 3,977,000

Limited partners' share 3,701,000 3,751,000 3,619,000 3,397,000 3,004,000

General partners' share 1,613,000 1,291,000 1,269,000 1,078,000 973,000

Limited partners' per unit data (1):
Net income $185.05 $187.55 $180.95 $169.85 $150.20
Cash distributions $234.00 $186.00 $183.00 $155.00 $140.00

As of December 31,
- ------------------
Cash and cash equivalents $ 559,000 $ 1,483,000 $ 1,448,000 $ 1,407,000 $ 1,070,000

Total assets $ 3,745,000 $ 4,720,000 $ 4,682,000 $ 4,737,000 $ 4,422,000

(1) Per unit data is based on the weighted average number of the limited
partnership units (20,000) outstanding during each period.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- ------- ------------ ----------------------------------------------------------
OF OPERATIONS
-------------

The following discussion and analysis should be read in conjunction with
the Partnership's financial statements and notes thereto.

FORWARD LOOKING STATEMENTS
- --------------------------

o risks associated with downturns in the local economies in the
markets in which we operate;

o the impact of competition from new and existing self-storage and
commercial facilities and other storage alternatives;

o the impact of the regulatory environment as well as national,
state, and local laws and regulations;

o disruptions or shutdowns of our automated processes and systems;
and

o economic uncertainty due to the impact of war or terrorism.

OVERVIEW
- --------

The self-storage industry is highly fragmented and is composed
predominantly of numerous local and regional operators. Competition in the
markets in which we operate is significant and has increased over the past
several years due to additional development of self-storage facilities. We
believe that the increase in competition has had a negative impact to the
Partnership's occupancy levels and rental rates in many markets. However, we
believe that the Partnership's affiliation with Public Storage ("PS") provides
several distinguishing characteristics that enable the Partnership to compete
effectively with other owners and operators.

PS is the largest owner and operator of self-storage facilities in the
United States ("U.S"). All of the PS facilities in the U.S. are operated under
the "Public Storage" brand name, which we believe is the most recognized and
established name in the self-storage industry. Market concentration establishes

PS as one of the dominant providers of self-storage space in most markets in
which PS operates and enables PS to use a variety of promotional activities,
such as television advertising as well as targeted discounting and referrals,
which are generally not economically viable to most competitors of PS, as well
as more substantial, well-placed yellow page advertisements than can many of its
competitors.

We will continue to focus our growth strategies on improving the operating
performance of our existing self-storage properties primarily through increases
in revenues achieved through the telephone reservation center and associated
marketing efforts. We expect potential future increases in rental income to come
primarily from increases in realized rent rather than increases in occupancy,
although there can be no assurance.

CRITICAL ACCOUNTING POLICIES
- ----------------------------

IMPAIRMENT OF REAL ESTATE

Substantially all of our assets consist of real estate. On a quarterly
basis, we evaluate our real estate for impairment. The evaluation of real estate
for impairment requires determining whether indicators of impairment exist,
which is a subjective process. When any indicators of impairment are found, the
evaluation then entails projections of future operating cash flows, which also
involves significant judgment. We identified no such impairments at December 31,
2007. However, future events, or facts and circumstances that currently exist,
that we have not yet identified, could cause us to conclude in the future that
our real estate is impaired. Any resulting impairment loss could have a material
adverse impact on our financial condition and results of operations.

ESTIMATED USEFUL LIVES OF LONG-LIVED ASSETS

Substantially all of our assets consist of depreciable, long-lived assets.
We record depreciation expense with respect to these assets based upon their
estimated useful lives. Any change in the estimated useful lives of those
assets, caused by functional or economic obsolescence or other factors, could
have a material adverse impact on our financial condition or results of
operations.

ACCRUALS FOR CONTINGENCIES

We are exposed to business and legal liability risks with respect to
events that have occurred, but in accordance with U.S. generally accepted
accounting principles, we have not accrued for such potential liabilities
because the loss is either not probable or not estimable or because we are not
aware of the event. Future events and the result of pending litigation could
result in such potential losses becoming probable and estimable, which could
have a material, adverse impact on our financial condition or results of
operations. Some of these potential losses, which we are aware of, are described
in Notes 5 and 8 to the Partnership's financial statements.

ACCRUALS FOR OPERATING EXPENSES

We accrue for property tax expense and other operating expenses based upon
estimates and historical trends and current and anticipated local and state
government rules and regulations. If these estimates and assumptions are
incorrect, our expenses could be misstated. Cost of operations, general and
administrative expense, as well as television, yellow page, and other
advertising expenditures are expensed as incurred.

RESULTS OF OPERATIONS
- ---------------------

YEAR ENDED DECEMBER 31, 2007 COMPARED TO YEAR ENDED DECEMBER 31, 2006:

The Partnership's net income in 2007 was $5,314,000 compared to $5,042,000
in 2006, representing an increase of $272,000 or 5.4%. The increase is primarily
attributable to improved property operations at the Partnership's self-storage
facilities and reductions in administrative and depreciation expenses.

During 2007, property net operating income (rental income less cost of
operations, management fees paid to an affiliate and depreciation expense)
increased $195,000 or 3.9% from $5,022,000 in 2006 to $5,217,000 in 2007.

Rental income was $7,341,000 in 2007 compared to $7,220,000 in 2006,
representing an increase of $121,000, or 1.7%. The increase is attributable to

an increase in realized rent per occupied square foot at the Partnership's
self-storage facilities. The average annual realized rent per square foot was
$15.79 during 2007 compared to $15.53 during 2006. Weighted average occupancy
levels were 90% during 2007 and 2006.

Cost of operations, including management fees paid to an affiliate, (see
Note 5 to the Partnership's financial statements) was $1,994,000 and $2,033,000
in 2007 and 2006, respectively, representing a decrease of $39,000, or 1.9%.
This decrease is primarily due to decreases in repairs and maintenance and
advertising and promotion expenses, partially offset by increases in utilities,
office expense and management fees.

Depreciation expense was $130,000 in 2007 compared to $165,000 in 2006. The
decrease in depreciation expense is primarily related to past capital
improvements on the buildings for the Partnership's self-storage facilities
becoming fully depreciated. Administrative expense was $86,000 and $131,000 in
2007 and 2006, respectively, representing a decrease of $45,000, or 34.4%. This
decrease is primarily attributable to a cost of $32,000 for termination of a
contract incurred in 2006, with the remaining decrease due to lower allocated
expenses in 2007 compared to 2006.

YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005:

The Partnership's net income in 2006 was $5,042,000 compared to $4,888,000
in 2005, representing an increase of $154,000 or 3.2%. The increase is primarily
attributable to improved property operations at the Partnership's self-storage
facilities.

During 2006, property net operating income (rental income less cost of
operations, management fees paid to an affiliate and depreciation expense)
increased $160,000 or 3.3% from $4,862,000 in 2005 to $5,022,000 in 2006.

Rental income was $7,220,000 in 2006 compared to $6,879,000 in 2005,
representing an increase of $341,000, or 5.0%. The increase is attributable to
an increase in realized rent per occupied square foot at the Partnership's
self-storage facilities. Weighted average occupancy levels were 90% during 2006
compared to 91% during 2005. The average annual realized rent per square foot
was $15.53 during 2006 compared to $14.69 during 2005.

Cost of operations (including management fees paid to an affiliate) was
$2,033,000 and $1,836,000 in 2006 and 2005, respectively, representing an
increase of $197,000, or 10.7%. This increase is primarily attributable to
increases in advertising, repairs and maintenance, payroll and management fees.

Depreciation expense was $165,000 for the year ended December 31, 2006
compared to $181,000 for the same period in 2005. Depreciation expense
comparisons for 2006, and in future periods, will fluctuate based upon the
timing and amount of new capital expenditures and the extent to which past
capital expenditures become fully depreciated. Administrative expense was
$131,000 and $97,000 in 2006 and 2005, respectively, representing an increase of
$34,000, or 35%. This increase is primarily attributable to a cost of $32,000
for termination of a contract incurred in 2006.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

Cash generated from operations of $5,492,000 for the year ended December
31, 2007 has been sufficient to meet all current obligations of the Partnership.
Capital improvements totaled $113,000 in 2007 compared to $143,000 in 2006 and
$48,000 in 2005. Capital improvements are budgeted at $209,000 for 2008.

DISTRIBUTIONS

The Partnership Agreement requires that cash available for distribution
(cash flow from all sources less cash necessary for any obligations or capital
improvement needs) be distributed at least quarterly. We paid distributions to
the limited and general partners totaling $4,680,000 ($234.00 per unit) and
$1,623,000, respectively, for the year ended December 31, 2007. During 2007, we
have paid more in distributions than what was generated from operating
activities less capital expenditures. This was done to reduce excess cash
reserves. Future distribution rates will be adjusted to levels which are

supported by operating cash flow after capital improvements and any other
necessary obligations. As a result, we expect distributions in 2008 to be less
than the amounts paid during 2007.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------- ----------------------------------------------------------

As of December 31, 2007, the Partnership had no outstanding debt.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------- -------------------------------------------

The Partnership's financial statements are included elsewhere herein.
Reference is made to the Index to Financial Statements and Financial Statement
Schedules in Item 15(a).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------- ------- ------ ------------- ---- ----------- -- ---------- ---
FINANCIAL DISCLOSURE
--------------------

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES
- -------- -----------------------

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND
PROCEDURES

Public Storage maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in reports the
Partnership files and submits under the Securities Exchange Act of 1934, as
amended, ("Exchange Act") is recorded, processed, summarized and reported within
the time periods specified in accordance with SEC guidelines and that such
information is communicated to the Partnership's management, including Public
Storage's Chief Executive Officer and Chief Financial Officer, to allow timely
decisions regarding required disclosure based on the definition of "disclosure
controls and procedures" in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.
In designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives and management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures in
reaching that level of reasonable assurance.

As of December 31, 2007, Public Storage carried out an evaluation, under
the supervision and with the participation of the Partnership's management,
including Public Storage's Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of the Partnership's disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) of the Exchange Act. Based on that evaluation, Public Storage's Chief
Executive Officer and Chief Financial Officer concluded that the Partnership's
disclosure controls and procedures were effective as of December 31, 2007.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Rules
13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the
participation of our management, including Public Storage's Chief Executive
Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the
framework in Internal Control-Integrated Framework issued by the Committee on
Sponsoring Organizations of the Treadway Commission. Based on our evaluation
under the framework in Internal Control-Integrated Framework, our management
concluded that our internal control over financial reporting was effective as of
December 31, 2007.

This annual report does not include an audit report of the Partnership's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to audit by the Partnership's
registered public accounting firm pursuant to temporary rules of the SEC that
permit the Partnership to provide only management's report in this annual
report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have not been any changes in our internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the quarter to which this report relates that have
materially affected, or are reasonable likely to materially affect, our internal
control over financial reporting.

ITEM 9B. OTHER INFORMATION
- -------- -----------------

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
- -------- ------------------------------------------------------

The Partnership has no directors or executive officers.

The Partnership's General Partners are PS and B. Wayne Hughes. PS, acting
through its trustees and executive officers, and Mr. Hughes manage and make
investment decisions for the Partnership. The self-storage facilities are
managed by PS pursuant to a Management Agreement.

Pursuant to the Partnership's Amended Certificate and Agreement of Limited
Partnership (the "Partnership Agreement"), a copy of which is included in the
Partnership's prospectus included in the Partnership's Registration Statement,
each of the General Partners continues to serve until (i) death, insanity,
insolvency, bankruptcy or dissolution, (ii) withdrawal with the consent of the
other general partner and a majority vote of the limited partners, or (iii)
removal by a majority vote of the limited partners.

The names of all trustees and executive officers of PS, the offices held by
each of them with PS, and their ages and business experience during the past
five years are as follows:

Name Positions with PS
---- -----------------
B. Wayne Hughes Chairman of the Board
Ronald L. Havner, Jr. Chief Executive Officer, Vice Chairman of the
Board and President
John Reyes Senior Vice President and Chief Financial
Officer
John S. Baumann Senior Vice President and Chief Legal Officer
John E. Graul Senior Vice President and President,
Self-storage Operations
Candace N. Krol Senior Vice President of Human Resources
David F. Doll Senior Vice President and President,
Real Estate Group
Harvey Lenkin Trustee
B. Wayne Hughes, Jr. Trustee
Dann V. Angeloff Trustee
William C. Baker Trustee
John T. Evans Trustee
Uri P. Harkham Trustee
Gary E. Pruitt Trustee
Daniel C. Staton Trustee

The following is a biographical summary of the current executive officers
of PS:

RONALD L. HAVNER, JR., age 50, has been the Vice-Chairman, Chief Executive
Officer and a director of Public Storage since November 2002 and President since
July 1, 2005. Mr. Havner has been Chairman of the Company's affiliate, PS
Business Parks, Inc. (PSB), since March 1998 and was Chief Executive Officer of
PSB from March 1998 until August 2003. Mr. Havner joined Public Storage in 1986.
He is also a member of the Board of Governors and the Executive Committee of the
National Association of Real Estate Investment Trusts, Inc. (NAREIT) and a
director of GF Acquisition Corp. and Union BanCal Corporation.

JOHN REYES, age 47, a certified public accountant, joined the Company in
1990 and was Controller of the Company from 1992 until December 1996 when he
became Chief Financial Officer. He became a Vice President of the Company in
November 1995 and a Senior Vice President of the Company in December 1996. From
1983 to 1990, Mr. Reyes was employed by Ernst & Young.

JOHN S. BAUMANN, age 47, became Senior Vice President and Chief Legal
Officer of the Company in June 2003. From 1998 to 2002, Mr. Baumann was Senior
Vice President and General Counsel of Syncor International Corporation, an
international high technology health care services company. From 1995 to 1998,
he was Associate General Counsel of KPMG LLP, an international accounting, tax
and consulting firm.

JOHN E. GRAUL, age 56, became Senior Vice President and President,
Self-Storage Operations, in February 2004, with overall responsibility for the
Company's national operations. From 1982 until joining the Company, Mr. Graul
was employed by McDonald's Corporation where he served in various management
positions, most recently as Vice President and General Manager - Pacific Sierra
Region.

DAVID F. DOLL, age 49, became Senior Vice President and President, Real
Estate Group, in February 2005, with responsibility for Company's real estate
activities, including property acquisitions, developments, and repackagings as
well as facilities maintenance. Before joining the Company, Mr. Doll was Senior
Executive Vice President of Development for Westfield Corporation, a major
international owner and operator of shopping malls, where he was employed since
1995.

CANDACE N. KROL, age 46, became Senior Vice President of Human Resources in
September 2005. From 1985 until joining the Company, Ms. Krol was employed by
Parsons Corporation, a global engineering and construction firm, where she
served in various management positions, most recently as Vice President of Human
Resources for the Infrastructure and Technology global business unit.

The following is a biographical summary of the current outside Trustees of
PS:

B. WAYNE HUGHES, age 74, has been a member of the Board of PS since its
organization in 1980. Mr. Hughes was President and Co-Chief Executive Officer
from 1980 until November 1991 when he became Chairman of the Board and sole
Chief Executive Officer. Mr. Hughes retired as Chief Executive Officer in
November 2002 and remains Chairman of the Board. Mr. Hughes is currently a
private investor and operates a horse farm in Kentucky. Mr. Hughes has been
active in the real estate investment field for over 30 years. He is the father
of B. Wayne Hughes, Jr., a member of the PS' Board.

DANN V. ANGELOFF, age 72, Chairman of the Nominating/Corporate Governance
Committee and a member of the Compensation Committee, has been a trustee of the
Board of PS since its organization in 1980. Mr. Angeloff has been President of
the Angeloff Company, a corporate financial advisory firm, since 1976. Mr.
Angeloff is currently the general partner and owner of a 20% interest in a
limited partnership that in 1974 purchased a self-storage facility operated by
the Company. He is a director of Bjurman, Barry Fund, Inc., Electronic Recyclers
International, Nicholas/Applegate Fund, Retirement Capital Group and SoftBrands,
Inc.

WILLIAM C. BAKER, age 74, a member of the Nominating/Corporate Governance
Committee, joined the PS' Board in November 1991. Mr. Baker was Chairman and
Chief Executive Officer of Callaway Golf Company from August 2004 until August
2005. From August 1998 through April 2000, he was President and Treasurer of
Meditrust Operating Company, a real estate investment trust. From April 1996 to
December 1998, Mr. Baker was Chief Executive Officer of Santa Anita Companies,
which then operated the Santa Anita Racetrack. From April 1993 through May 1995,
he was President of Red Robin International, Inc., an operator and franchisor of
casual dining restaurants in the United States and Canada. From January 1992
through December 1995, Mr. Baker was Chairman and Chief Executive Officer of
Carolina Restaurant Enterprises, Inc., a franchisee of Red Robin International,
Inc. From 1991 to 1999, he was Chairman of the Board of Coast Newport
Properties, a real estate brokerage company. From 1976 to 1988, Mr. Baker was a
principal shareholder and Chairman and Chief Executive Officer of Del Taco,
Inc., an operator and franchisor of fast food restaurants in California. He is a
director of California Pizza Kitchen and Javo Beverage Company, a supplier of
coffee, tea and other beverage mixes.

JOHN T. EVANS, age 69, Chairman of the Audit Committee and member of the
Nominating/Corporate Governance Committee, became a trustee of the Board of PS
in August 2003. Mr. Evans has been a partner in the law firm of Osler, Hoskin &
Harcourt LLP, Toronto, Canada from April 1993 to the present and in the law firm
of Blake, Cassels & Graydon LLP, Toronto, Canada from April 1966 to April 1993.
Mr. Evans specializes in business law matters, securities, restructurings,
mergers and acquisitions and advising on corporate governance. Mr. Evans is a
director of Cara Operations Inc., Kubota Metal Corporation, and Vice-Chairman of
Toronto East General Hospital. Until August 2003, Mr. Evans was a director of
Canadian Mini-Warehouse Properties Ltd., a Canadian corporation owned by B.
Wayne Hughes and members of his family.

URI P. HARKHAM, age 59, a member of the Compensation Committee, became a
trustee of the Board of PS in March 1993. Mr. Harkham has been the President and
Chief Executive Officer of Harkham Industries, which specializes in designing,
manufacturing and marketing women's clothing under its four labels, Harkham,
Hype, Jonathan Martin and Johnny Martin, since its organization in 1976. Since
1978, Mr. Harkham has been the Chief Executive Officer of Harkham Family
Enterprises, a real estate firm specializing in buying and rebuilding retail and
mixed use real estate throughout Southern California.

B. WAYNE HUGHES, JR., age 48, became a trustee of the Board of PS in
January 1998. He was employed by PS from 1989 to 2002, serving as Vice President
- - Acquisitions of the Company from 1992 to 2002. Mr. Hughes, Jr. is currently
Vice President of American Commercial Equities, LLC and its affiliates,
companies engaged in the acquisition and operation of commercial properties in
California. He is the son of B. Wayne Hughes.

HARVEY LENKIN, age 71, became a trustee of the Board of PS in 1991. Mr.
Lenkin retired as President and Chief Operating Officer of PS in 2005, and was a
consultant for PS until July 1, 2006. Mr. Lenkin was employed by PS or its
predecessor for 27 years. He has been a director of PS' affiliate, PS Business
Parks, Inc., since March 1998 and was President of PS Business Parks, Inc. from
1990 until March 1998. He is also a director of Paladin Realty Income Properties
I, Inc. and a director of Huntington Memorial Hospital, Pasadena, California and
a former member of the Executive Committee of the Board of Governors of NAREIT.

GARY E. PRUITT, age 57, a member of the Audit Committee and of the
Compensation Committee, became a trustee of the Board of PS in August 2006 in
connection with the merger of Shurgard Storage Centers, Inc. with the PS. Mr.
Pruitt was previously a director of Shurgard. He is the Chairman and Chief
Executive Officer of Univar N.V., a chemical distribution company based in
Bellevue, Washington with distribution centers in the United States, Canada and
Europe. Mr. Pruitt joined Univar in 1978 and held a variety of senior management
positions until his appointment as Chairman and Chief Executive Officer in 2002.

DANIEL C. STATON, age 55, Chairman of the Compensation Committee and a
member of the Audit Committee, became a trustee of the Board of PS in March 1999
in connection with the merger of Storage Trust Realty with the Company. Mr.
Staton was Chairman of the Board of Trustees of Storage Trust Realty from
February 1998 until March 1999 and a Trustee of Storage Trust Realty from
November 1994 until March 1999. He is Chairman of Staton Capital, an investment
and venture capital company and the Co-Chief Executive Officer of PMGI (formerly
Media General, Inc.), a print and electronic media company and CEO of Enterprise
Acquisition Corp., an AMEX listed company (EST). Mr. Staton was the Chief
Operating Officer and Executive Vice President of Duke Realty Investments, Inc.
from 1993 to 1997 and a director of Duke Realty Investments, Inc. from 1993
until August 1999.

Each trustee of PS serves until he resigns or is removed from office by PS,
and may resign or be removed from office at any time with or without cause. Each
officer of PS serves until he resigns or is removed by the Board of Trustees of
PS. Any such officer may resign or be removed from office at any time with or
without cause.

There have been no events under any bankruptcy act, no criminal
proceedings, and no judgments or injunctions material to the evaluation of the
ability of any trustee or executive officer of PS during the past five years.

The members of the PS Audit Committee of the Board are: John T. Evans
(Chairman), Daniel C. Staton, and Gary E. Pruitt. The Board of PS has determined
that Audit Committee members Daniel C. Staton and Gary E. Pruitt, each qualify
as an audit committee financial expert within the meaning of the rules of the
Securities and Exchange Commission. The Board has further determined that
Messrs. Evans, Staton and Pruitt are each independent within the meaning of Item
7(d)(3)(iv) of Schedule 14A under the Exchange Act.

The financial records of the Partnership are maintained and prepared by
employees of PS. The Board of Trustees of PS has adopted a code of ethics for
its senior financial officers. The Code of Ethics applies to those persons
serving as PS' principal executive officer, principal financial officer and
principal accounting officer. A copy of the Code of Ethics is available by
written request from the Secretary of PS at 701 Western Ave., Glendale, CA
91201-2349.

ITEM 11. EXECUTIVE COMPENSATION
- -------- ----------------------

The Partnership has no subsidiaries, directors or officers. See Item 13 for
a description of certain transactions between the Partnership and its General
Partners and their affiliates.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
- -------- -------- -------------------- ---------- ---------- --------------
RELATED STOCKHOLDER MATTERS
---------------------------

(a) At March 25, 2008, the following beneficially owned more than 5% of the
Units:

Title Name and Address Beneficial Percent
of Class of Beneficial Owner Ownership of Class
-------- ------------------- --------- --------

Units of Limited Public Storage 6,274 Units (1) 31.4%
Partnership Interest 701 Western Ave.
Glendale, California 91201

Units of Limited H-G Family Corporation, Tamara Hughes 6,301 Units (2) 31.5%
Partnership Interest Gustavson, PS Orangeco Partnerships, Inc.
701 Western Ave.
Glendale, California 91201

1) Includes (i) 6,169 Units owned by PS as to which PS has sole
voting and dispositive power, (ii) 25 Units which PS has an
option to acquire from a corporation of which Hughes' children
are shareholders and (iii) 80 Units which PS has an option to
acquire from Tamara Hughes Gustavson, an adult daughter of
Hughes.

2) Includes (i) 6,025 Units owned by H-G Family Corporation, a
corporation of which Hughes' children are shareholders; PS has an
option to acquire 25 of these Units, (ii) 80 Units owned by
Tamara Hughes Gustavson as to which Tamara Hughes Gustavson has
sole voting and dispositive power; PS has an option to acquire
these 80 Units, and (iii) 196 Units owned by PS Orangeco
Partnerships, Inc., a corporation in which Hughes and members of
his family own approximately 48% of the voting stock, PS owns 46%
and members of PS's management and related individuals own
approximately 6%.

(b) The Partnership has no officers and directors.

The General Partners (or their predecessor-in-interest) have contributed
$101,010 to the capital of the Partnership and as a result participate in the
distributions to the limited partners and in the Partnership's profits and
losses in the same proportion that the General Partners' capital contribution
bears to the total capital contribution (approximately $80,808 was contributed
by PS and $20,202 was contributed by Mr. Hughes). In 1995, Mr. Hughes
contributed his ownership and rights to distributions from the Partnership to
BWH Marina Corporation II, a corporation wholly-owned by Mr. Hughes. In 2002,
BWH Marina Corporation II sold its interest to H-G Family Corporation. As such,
Mr. Hughes continues to act as a general partner but receives no direct
compensation or other consideration from the Partnership. Information regarding
ownership of Units by PS and Hughes, the General Partners, is set forth under
section (a) above. The trustees and executive officers of PS (including Hughes),
as a group (17 persons), beneficially own an aggregate of 6,239 Units,
representing 31.2% of the Units (including the 6,025 Units owned by H-G Family
Corporation and the 196 Units owned by PS Orangeco Partnerships, Inc.).

(c) The Partnership knows of no contractual arrangements, the operation of
the terms of which may at a subsequent date result in a change in control of the
Partnership, except for articles 16, 17 and 21.1 of the Partnership's Amended
Certificate and Agreement of Limited Partnership (the "Partnership Agreement"),
a copy of which is included in the Partnership's prospectus included in the
Partnership's Registration Statement File No. 2-57750. Those articles provide,
in substance, that the limited partners shall have the right, by majority vote,
to remove a general partner and that a general partner may designate a successor
with the consent of the other general partner and a majority of the limited
partners.

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND TRUSTEE INDEPENDENCE
- -------- --------------------------------------------------------------------

The Partnership Agreement provides that the General Partners will be
entitled to cash incentive distributions in an amount equal to (i) 8% of
distributions of cash flow from operations until the distributions to all
partners from all sources equal their capital contributions; thereafter, 25% of
distributions of cash flow from operations, and (ii) 25% of distributions from
net proceeds from sale and financing of the Partnership's properties remaining
after distribution to all partners of any portion thereof required to cause
distributions to partners from all sources to equal their capital contributions.
During 1985, the partners received cumulative distributions equal to their
capital contributions. Mr. Hughes has assigned his ownership and distribution
rights in the Partnership to BWH Marina Corporation II ("BWH Marinas"), and BWH
Marinas sold its interests to H-G Family Corporation in 2002. In addition to

their distribution rights with respect to their general partner's interests, PS
and H-G Family Corporation own 6,169 and 6,025 Limited Partner Units,
respectively. During 2007, PS and H-G Family Corporation received approximately
$1,298,000 and $325,000, respectively, in distributions related to their general
partner's ownership interests. As described above, the General Partners also
hold Limited Partnership Units. Through these holdings, PS and the Hughes
Family, respectively, received $1,444,000 and $1,410,000 of cash distributions
during 2007.

The Partnership has a Management Agreement with PS (as
successor-in-interest to PSMI). Under the Management Agreement, the Partnership
pays PS a fee of 6% of the gross revenues of the mini-warehouse properties
operated for the Partnership. For as long as the Management Agreement is in
effect, PS has granted the Partnership a non-exclusive license to use two PS
service marks and related designs, including the "Public Storage" name, in
conjunction with rental and operation of facilities managed pursuant to the
Management Agreement. Upon termination of the Management Agreement, the
Partnership would no longer have the right to use the service marks and related
designs. The General Partners believe that the loss of the right to use the
service marks and related designs could have a material adverse effect on the
Partnership's business. The Management Agreement with PS provides that the
Management Agreement may be terminated without cause upon 60 days written notice
by the Partnership or six months notice by PS. During 2007, 2006 and 2005, the
Partnership paid fees of $440,000, $433,000 and $413,000, respectively, to PS
pursuant to the Management Agreement.

In addition, the Partnership combines its insurance purchasing power with
PS through captive insurance entities controlled by PS (see Note 5 to the
Partnership's financial statements). These captive entities provide limited
property and liability insurance to the Partnership at commercially competitive
rates. The Partnership and PS also utilize unaffiliated insurance carriers to
provide property and liability insurance in excess of the captive entities'
limitations. Premiums paid to the captive entities for the years ended December
31, 2007, 2006 and 2005 were $49,000, $54,000 and $46,000, respectively.

The Partnership's facilities, along with facilities owned by PS and its
affiliates, are managed and marketed jointly by PS in order to take advantage of
scale and other efficiencies. As a result, significant components of cost of
operations, such as payroll costs, advertising and promotion, data processing
and insurance expenses are shared and allocated among the properties using
methodologies meant to fairly allocate such costs based upon the related
activities. The total of such expenses, substantially all of which are included
in cost of operations on the Partnership's statements of income, amounted to
$765,000, $867,000 and $703,000 for the years ended December 31, 2007, 2006, and
2005, respectively.

The Trustees of PS are identified in Item 10 on page 18 of this report.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
- -------- --------------------------------------

Fees billed to the Partnership by Ernst & Young LLP for 2007 and 2006, as
are follows:

Audit Fees: Audit fees billed (or expected to be billed) to the Partnership
by Ernst & Young LLP for the audit of the Partnership's annual financial
statements and reviews of the quarterly financial statements included in the
Partnership's quarterly reports on Form 10-Q totaled $19,000 for 2007 and
$18,000 for 2006.

Tax Fees: Tax fees billed (or expected to be billed) to the Partnership by
Ernst & Young LLP for tax services (primarily federal and state income tax
preparation) totaled $13,000 for 2007 and $10,000 for 2006.

Audit-Related Fees and Other Fees: During 2007 and 2006 Ernst & Young LLP
did not bill the Partnership for audit-related services or any other services,
except audit services and tax services denoted above.

The Audit Committee of PS pre-approves all services performed by Ernst &
Young LLP, including those listed above. At this time, the Audit Committee has
not delegated pre-approval authority to any member or members of the Audit
Committee.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
- -------- ------------------------------------------

(a) List of documents filed as part of this Report.

1. Financial Statements. See Index to Financial Statements and Financial
Statement Schedule.

2. Financial Statement Schedules. See Index to Financial Statements and
Financial Statement Schedule.

3. Exhibits: See Exhibit Index contained below.

(b) Exhibits: See Exhibit Index contained below.

PUBLIC STORAGE PROPERTIES, LTD.

EXHIBIT INDEX

(Items 15(a)(3) and 15(b))

3.1 Amended Certificate and Agreement of Limited Partnership. Previously
filed with the Securities and Exchange Commission as Exhibit A to the
Partnership's Prospectus included in Registration Statement No.
2-57750 and incorporated herein by reference.

10.1 Second Amended and Restated Management Agreement dated November 16,
1995 between the Partnership and Public Storage, Inc. Previously filed
with the Securities and Exchange Commission as an exhibit to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1996 and incorporated herein by reference.

10.2 Loan documents dated January 27, 1998 between the Partnership and
Public Storage. Previously filed with the Securities and Exchange
Commission as an exhibit to the Partnership's Annual Report on Form
10-K for the year ended December 31, 1997 and incorporated herein by
reference.

14 Code of Ethics for Senior Financial Officers of Public Storage. Filed
with the Partnership's Annual Report on Form 10-K for the year ended
December 31, 2003 and incorporated herein by reference.

31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 signed and dated by Ronald L. Havner, Jr. Filed herewith.

31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 signed and dated by John Reyes. Filed herewith.

32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. Furnished herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

PUBLIC STORAGE PROPERTIES, LTD.
A California Limited Partnership
Dated: March 26, 2008 By: Public Storage, General Partner
By: /s/ Ronald L. Havner, Jr.
-------------------------
Ronald L. Havner, Jr., Vice Chairman of
the Board, Chief Executive Officer and
President of Public Storage, Corporate
General Partner

By: /s/ B. Wayne Hughes
-------------------
B. Wayne Hughes,
General Partner and Chairman of the
Board of Public Storage

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Partnership in the capacities and on the dates indicated.

Signature Capacity Date
--------- -------- ----

Vice Chairman of the Board, Chief Executive
Officer and President of Public Storage, Corporate
/s/ Ronald L. Havner Jr. General Partner March 26, 2008
- ---------------------------------------
Ronald L. Havner, Jr.

General Partner and Chairman of the Board of
/s/ B. Wayne Hughes Public Storage March 26, 2008
- ---------------------------------------
B. Wayne Hughes

Senior Vice President and Chief Financial Officer
of Public Storage (principal financial officer and
/s/ John Reyes principal accounting officer) March 26, 2008
- ---------------------------------------
John Reyes

/s/ Harvey Lenkin Trustee of Public Storage March 26, 2008
- ---------------------------------------
Harvey Lenkin

/s/ B. Wayne Hughes, Jr. Trustee of Public Storage March 26, 2008
- ---------------------------------------
B. Wayne Hughes, Jr.

/s/ Dann V. Angeloff Trustee of Public Storage March 26, 2008
- ---------------------------------------
Dann V. Angeloff

/s/ William Baker Trustee of Public Storage March 26, 2008
- ---------------------------------------
William C. Baker

/s/ John T. Evans Trustee of Public Storage March 26, 2008
- ---------------------------------------
John T. Evans

/s/ Uri P. Harkham Trustee of Public Storage March 26, 2008
- ---------------------------------------
Uri P. Harkham

/s/ Gary E. Pruitt Trustee of Public Storage March 26, 2008
- ---------------------------------------
Gary E. Pruitt

/s/ Daniel C. Staton Trustee of Public Storage March 26, 2008
- ---------------------------------------
Daniel C. Staton

PUBLIC STORAGE PROPERTIES, LTD.
INDEX TO FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULE
(Item 15 (a))

Page
References

Report of Independent Registered Public Accounting Firm F-1

Balance sheets as of December 31, 2007 and 2006 F-2

For each of the three years ended December 31, 2007, 2006 and 2005:

Statements of income F-3

Statements of partners' equity F-4

Statements of cash flows F-5

Notes to financial statements F-6 - F-12

Schedule:

III - Real estate and accumulated depreciation F-13 - F-14

All other schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the financial
statements or notes thereto.

Report of Independent Registered Public Accounting Firm

The Partners
Public Storage Properties, Ltd.

We have audited the accompanying balance sheets of Public Storage Properties,
Ltd. (the "Partnership") as of December 31, 2007 and 2006, and the related
statements of income, partners' equity and cash flows for each of the three
years in the period ended December 31, 2007. Our audits also included the
schedule listed in the index at item 15(a). These financial statements and
schedule are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an
audit of the Partnership's internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Partnership's internal control over financial reporting. Accordingly we express
no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Public Storage Properties, Ltd.
at December 31, 2007 and 2006, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2007, in
conformity with U.S. generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.

/s/ ERNST & YOUNG LLP

March 21, 2008
Los Angeles, California

F-1

PUBLIC STORAGE PROPERTIES, LTD.
BALANCE SHEETS
December 31, 2007 and 2006

December 31, December 31,
--------------------- --------------------
2007 2006

ASSETS

Cash and cash equivalents $ 559,000 $ 1,483,000
Rent and other receivables 53,000 73,000

Real estate facilities, at cost:
Buildings, land improvements and equipment 9,878,000 9,765,000
Land 2,476,000 2,476,000
---------- ----------
12,354,000 12,241,000
Less accumulated depreciation (9,299,000) (9,169,000)
---------- ----------
3,055,000 3,072,000

Other assets 78,000 92,000
---------- ----------
Total assets $ 3,745,000 $ 4,720,000
============= =============

LIABILITIES AND PARTNERS' EQUITY

Accounts payable $ 88,000 $ 98,000
Deferred revenue 183,000 159,000
---------- ----------
Total liabilities 271,000 257,000

Commitments and contingencies (Note 8)

Partners' equity:
Limited partners' equity, $500 per unit, 20,000 units
authorized, issued and outstanding 2,579,000 3,314,000
General partners' equity 895,000 1,149,000
---------- ----------
Total partners' equity 3,474,000 4,463,000
---------- ----------
Total liabilities and partners' equity $ 3,745,000 $ 4,720,000
============= =============

See accompanying notes.
F-2

PUBLIC STORAGE PROPERTIES, LTD.
STATEMENTS OF INCOME
For the years ended December 31, 2007, 2006 and 2005

2007 2006 2005
---- ---- ----
REVENUES:

Rental income $ 7,341,000 $ 7,220,000 $ 6,879,000
Other income 183,000 151,000 123,000
-------------- --------------- ---------------
7,524,000 7,371,000 7,002,000
-------------- --------------- ---------------

COSTS AND EXPENSES:

Cost of operations 1,554,000 1,600,000 1,423,000
Management fees paid to affiliate 440,000 433,000 413,000
Depreciation 130,000 165,000 181,000
Administrative 86,000 131,000 97,000
-------------- --------------- ---------------
2,210,000 2,329,000 2,114,000
-------------- --------------- ---------------
NET INCOME $ 5,314,000 $ 5,042,000 $ 4,888,000
============== =============== ===============

Limited partners' share of net income $ 3,701,000 $ 3,751,000 $ 3,619,000
General partners' share of net income 1,613,000 1,291,000 1,269,000
-------------- --------------- ---------------
$ 5,314,000 $ 5,042,000 $ 4,888,000
============== =============== ===============

Limited partners' share of net income per unit $ 185.05 $ 187.55 $ 180.95
(20,000 units outstanding) ============== =============== ===============

See accompanying notes.
F-3

PUBLIC STORAGE PROPERTIES, LTD.
STATEMENTS OF PARTNERS' EQUITY
For the years ended December 31, 2007, 2006 and 2005

Total Partners'
Limited Partners General Partners Equity
---------------- ---------------- ----------------

Balance at December 31, 2004 $ 3,321,000 $ 1,151,000 $ 4,472,000

Net income 3,619,000 1,269,000 4,888,000

Cash distributions (3,660,000) (1,269,000) (4,929,000)

Equity transfer 10,000 (10,000) -
---------------- ---------------- ----------------
Balance at December 31, 2005 3,290,000 1,141,000 4,431,000

Net income 3,751,000 1,291,000 5,042,000

Cash distributions (3,720,000) (1,290,000) (5,010,000)

Equity transfer (7,000) 7,000 -
---------------- ---------------- ----------------
Balance at December 31, 2006 3,314,000 1,149,000 4,463,000

Net income 3,701,000 1,613,000 5,314,000

Cash distributions (4,680,000) (1,623,000) (6,303,000)

Equity transfer 244,000 (244,000) -
---------------- ---------------- ----------------
Balance at December 31, 2007 $ 2,579,000 $ 895,000 $ 3,474,000
================ ================ ================

See accompanying notes.
F-4

PUBLIC STORAGE PROPERTIES, LTD.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2007, 2006 and 2005

2007 2006 2005
Cash flows from operating activities: ------------- ------------- ------------

Net income $ 5,314,000 $ 5,042,000 $ 4,888,000
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 130,000 165,000 181,000
Decrease (increase) in rent and other receivables 20,000 (4,000) (34,000)
Decrease (increase) in other assets 14,000 (21,000) (3,000)
(Decrease) increase in accounts payable (10,000) 10,000 6,000
Increase (decrease) in deferred revenue 24,000 (4,000) (20,000)
------------ ----------- ------------
Total adjustments 178,000 146,000 130,000
------------ ----------- ------------
Net cash provided by operating activities 5,492,000 5,188,000 5,018,000
------------ ----------- ------------
Cash flows from investing activities:

Additions to real estate facilities (113,000) (143,000) (48,000)
------------ ----------- ------------
Net cash used in investing activities (113,000) (143,000) (48,000)
------------ ----------- ------------
Cash flows from financing activities:

Distributions paid to partners (6,303,000) (5,010,000) (4,929,000)
------------ ----------- -------------
Net cash used in financing activities (6,303,000) (5,010,000) (4,929,000)
------------ ----------- -------------
Net (decrease) increase in cash and cash equivalents (924,000) 35,000 41,000

Cash and cash equivalents at the beginning of the year 1,483,000 1,448,000 1,407,000
------------ ------------ ------------
Cash and cash equivalents at the end of the year $ 559,000 $ 1,483,000 $ 1,448,000
============ ============ ============

See accompanying notes.
F-5

PUBLIC STORAGE PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2007

1. DESCRIPTION OF PARTNERSHIP

Public Storage Properties, Ltd. (the "Partnership") is a publicly
held limited partnership formed under the California Uniform Limited
Partnership Act in November 1976. The Partnership raised $10,000,000 in
gross proceeds by selling 20,000 units of limited partnership interest
("Units") in an interstate offering, which commenced in October 1977
and completed in January 1978. The general partners in the Partnership
are Public Storage, formerly Public Storage, Inc., ("PS") and B. Wayne
Hughes ("Hughes").

The Partnership was formed to engage in the business of
developing and operating self-storage facilities for personal and
business use. The Partnership owns nine self-storage facilities located
in California.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS

Use of Estimates:
-----------------

The preparation of the financial statements in conformity with
U.S. generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could
differ from those estimates.

Revenue and Expense Recognition:
--------------------------------

Rental income, which is generally earned pursuant to
month-to-month leases for storage space, is recognized as earned.
Promotional discounts are recognized as a reduction to rental income
over the promotional period, which is generally during the first month
of occupancy. Late charges and administrative fees are recognized as
income when collected. Interest income is recognized as earned.

We accrue for property tax expense based upon estimates and
historical trends. If these estimates are incorrect, the timing of
expense recognition could be affected.

Cost of operations, general and administrative expense, as well
as television, yellow page, and other advertising expenditures are
expensed as incurred.

Allocation of Net Income:
-------------------------

The general partners' share of net income consists of amounts
attributable to their 1% capital contribution and an additional
percentage of cash flow (as defined) which relates to the general
partners' share of cash distributions as set forth in the Partnership
Agreement (Note 4). All remaining net income is allocated to the
limited partners.

Per unit data is based on the weighted average number of the
limited partnership units (20,000) outstanding during the period.

Cash and Cash Equivalents:
--------------------------

For financial statement purposes, the Partnership considers all
highly liquid financial instruments such as short-term treasury
securities or investment grade short-term commercial paper with
remaining maturities of three months or less at the date of acquisition
to be cash equivalents.

F-6

PUBLIC STORAGE PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2007

Real Estate Facilities and Evaluation of Asset Impairment:
----------------------------------------------------------

Real estate facilities are recorded at cost. Costs associated
with the development, construction, renovation and improvement of
properties are capitalized. Interest, property taxes, and other costs
associated with the development incurred during the construction period
are capitalized as building cost. Expenditures for repairs and
maintenance are charged to expense as incurred. Depreciation is
computed using the straight-line method over the estimated useful lives
of the buildings and improvements, which are generally between 5 and 25
years. At December 31, 2007, all of the real estate facilities have
been in service longer than 25 years, and accordingly the original
development cost of such buildings are fully depreciated at December
31, 2007.

We evaluate our real estate for impairment on a quarterly basis.
We first evaluate these assets for indicators of impairment such as a)
a significant decrease in the market price of real estate, b) a
significant adverse change in the extent or manner in which real estate
is being used or in its physical condition, c) a significant adverse
change in legal factors or the business climate that could affect the
value of the real estate, d) an accumulation of costs significantly in
excess of the amount originally projected for the acquisition of or
construction of the real estate, or e) a current-period operating or
cash flow loss combined with a history of operating or cash flow losses
or a projection or forecast that demonstrates continuing losses
associated with the use of the real estate. When any such indicators of
impairment are noted, we compare the carrying value of the real estate
to the future estimated undiscounted cash flows attributable to the
real estate. If the real estate's recoverable amount is less than the
related carrying value, then an impairment charge is booked for the
excess of carrying value over the real estate's fair value. Our
evaluations have identified no such impairments at December 31, 2007.

Any real estate facility, which we expect to sell or dispose of
prior to its previously estimated useful life is stated at the lower of
its estimated net realizable value, less cost to sell, or its carrying
value.

Accounting for Casualty Losses:
-------------------------------

Our policy is to record casualty losses or gains in the period
the casualty occurs equal to the differential between (a) the book
value of assets destroyed and (b) insurance proceeds, if any, that we
expect to receive in accordance with our insurance contracts. Potential
insurance proceeds that are subject to uncertainties, such as
interpretation of deductible provisions of the governing agreements or
the estimation of costs of restoration, are treated as a contingent
proceeds in accordance with Statement of Financial Accounting Standards
No. 5 ("SFAS 5"), and not recorded until the uncertainties are
satisfied.

Deferred Revenue:
-----------------

Deferred revenue totaling $183,000 at December 31, 2007 ($159,000
at December 31, 2006), consists of prepaid rents, which are recognized
when earned.

Environmental Cost:
-------------------

The Partnership's policy is to accrue environmental assessments
and/or remediation costs when it is probable that such efforts will be
required and the related costs can be reasonably estimated. Although
there can be no assurance, we are not aware of any environmental
contamination at any of our facilities, which, individually or in the
aggregate, would be material to our overall business, financial
condition or results of operations.

F-7

PUBLIC STORAGE PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2007

Income Taxes:
-------------

Public Storage Properties, Ltd. is treated as a partnership for
Federal and state income tax purposes with the taxable income of the
entity allocated to each partner in accordance with the partnership
agreement. Accordingly no Federal income tax expense is recorded by the
Partnership.

Recent Accounting Pronouncements and Guidance:
----------------------------------------------

As of March 21, 2008, there have been no recent accounting
pronouncements and guidance, which were not effective for
implementation prior to December 31, 2007, that would have a material
impact upon reporting the operations or financial position of the
Partnership.

Segment Reporting:
------------------

The Partnership only has one reportable segment as defined within
Statement of Financial Accounting Standards No. 131.

3. CASH DISTRIBUTIONS

The Partnership Agreement requires that cash available for
distribution (cash flow from all sources less cash necessary for any
obligations or capital improvements) be distributed at least quarterly.
During 2006, we paid distributions to the limited and general partners
totaling $3,720,000 ($186.00 per unit) and $1,290,000, respectively.
During 2007, we paid distributions to the limited and general partners
totaling $4,680,000 ($234.00 per unit) and $1,623,000, respectively.
Future distribution rates may be adjusted to levels which are supported
by operating cash flow after capital improvements and any other
obligations.

4. PARTNERS' EQUITY

PS and Hughes are general partners of the Partnership. In 1995,
Hughes contributed his ownership and rights to distributions from the
Partnership to BWH Marina Corporation II, a corporation wholly-owned by
Hughes. In 2002, BWH Marina Corporation II sold its interests to H-G
Family Corporation. As such, Mr. Hughes continues to act as a general
partner but receives no direct compensation or other consideration from
the Partnership.

The general partners have a 1% interest in the Partnership. In
addition, the general partners have an 8% interest in cash
distributions attributable to operations (exclusive of distributions
attributable to sale and financing proceeds until the limited partners
recover all of their initial investment). Thereafter, the general
partners have a 25% interest in all cash distributions (including sale
and financing proceeds). In 1985, the limited partners recovered all of
their initial investment. All subsequent cash distributions are being
made 25.75% (including the 1% interest) to the general partners and
74.25% to the limited partners. Transfers of equity are made
periodically to reconcile the partners' equity accounts to the
provisions of the Partnership Agreement. These transfers have no effect
on the results of operations or distributions to partners.

5. RELATED PARTY TRANSACTIONS

Management Agreement and Shared Expenses with PS
------------------------------------------------

The Partnership has a Management Agreement with PS pursuant to
which PS operates the self-storage facilities for a fee equal to 6% of
the facilities' gross revenue (as defined). For 2007, 2006 and 2005,
the Partnership paid PS $440,000, $433,000 and $413,000, respectively,
under this management agreement.

F-8

PUBLIC STORAGE PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2007

The Management Agreement between the Partnership and PS provides
that the Management Agreement may be terminated without cause upon 60
days written notice by the Partnership or six months notice by PS.

The Partnership's facilities, along with facilities owned by PS
and its affiliates, are managed and marketed jointly by PS in order to
take advantage of scale and other efficiencies. As a result,
significant components of cost of operations, such as payroll costs,
advertising and promotion, data processing and insurance expenses are
shared and allocated among the properties using methodologies meant to
fairly allocate such costs based upon the related activities. The total
of such expenses, substantially all of which are included in cost of
operations on our accompanying statements of income, amounted to
$765,000, $867,000 and $703,000 for the years ended December 31, 2007,
2006, and 2005, respectively.

Ownership Interest by the General Partners
------------------------------------------

PS owns 6,169 Limited Partnership Units ("Units"), as to which PS
has sole voting and dispositive power.

Hughes and members of his family (the "Hughes Family") own 6,105
Units. Hughes owns 6,025 Units, as to which Hughes has sole voting and
dispositive power, through a wholly-owned corporation and Tamara Hughes
Gustavson, an adult daughter of Hughes, owns 80 Units as to which
Tamara Hughes Gustavson has sole voting and dispositive power. PS has
an option to acquire 25 of the Units held by Hughes and the 80 Units
held by Tamara Hughes Gustavson.

In addition, there are 196 Units owned by PS Orangeco
Partnerships, Inc., a corporation in which the Hughes Family owns
approximately 48% of the voting stock, PS owns 46% and members of PS's
management and related individuals own approximately 6%.

Captive Insurance Activities with PS
------------------------------------

The Partnership has a 0.9% ownership interest in STOR-Re Mutual
Insurance Corporation ("STOR-Re"), which was formed in 1994 as an
association captive insurance company, and is controlled by PS. The
Partnership accounts for its investment in STOR-Re, which is included
in other assets, on the cost method, and has received no distributions
during the three years ended December 31, 2007.

STOR-Re provides limited property and liability insurance
coverage to the Partnership, PS, and affiliates for losses occurring
before April 1, 2004. STOR-Re was succeeded with respect to these
activities for losses occurring after March 31, 2004 by a wholly owned
subsidiary of PS (collectively, this entity and STOR-Re are referred to
as the "Captive Entities"). Liabilities for losses and loss adjustment
expenses include an amount determined from loss reports and individual
cases and an amount, based on recommendations from an outside actuary
that is a member of the American Academy of Actuaries, using a
frequency and severity method, for losses incurred but not reported.
Determining the liability for unpaid losses and loss adjustment expense
is based upon estimates and while we believe that the amount is
adequate, the ultimate loss may be in excess of or less than the
amounts provided. The methods for making such estimates and for
establishing the resulting liability are reviewed quarterly.

F-9

PUBLIC STORAGE PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2007

The following table sets forth certain condensed consolidated
financial information with respect to STOR-Re (representing 100% of
this entity's operations and not the Partnership's pro-rata share):

2007 2006
-------------- --------------
(Amount in thousands)
For the year ended December 31,

Net investment income........................... $ 871 $ 890
Loss and loss adjustment expense................ 855 (1,053)
Other expenses.................................. (248) (234)
------------- -------------
Net income (loss)............................ $ 1,478 $ (397)
============= =============

At December 31,
Total assets (primarily cash and other
investments)................................. $ 21,732 $ 27,772
Liabilities for losses and loss adjustment
expenses..................................... 6,917 11,470
Other liabilities............................... 764 1,314
Member's surplus................................ 14,051 14,988

Premiums paid to the Captive Entities for the years ended
December 31, 2007, 2006 and 2005 were $49,000, $54,000 and $46,000,
respectively.

Other Activities with PS
------------------------

PS owns a corporation that reinsures policies against losses to
goods stored by tenants in the Partnership's and PS' storage
facilities.. This corporation receives the premiums and bears the risks
associated with the re-insurance. The Partnership receives an access
fee from this corporation in return for providing tenant listings. This
fee is based on the number of spaces the Partnership has to rent.
Included in other income on our accompanying statements of income for
these fees are $104,000, $58,000 and $58,000 for the years ended
December 31, 2007, 2006 and 2005, respectively.

6. TAXES BASED ON INCOME

Taxes based on income are the responsibility of the individual
partners and, accordingly, the Partnership's financial statements do
not reflect a provision for such taxes.

Taxable net income (unaudited) was $5,339,000, $5,030,000 and
$4,874,000 for the years ended December 31, 2007, 2006 and 2005,
respectively. The difference between taxable net income and net income
is primarily related to depreciation expense resulting from differences
in depreciation and capitalization methodologies.

F-10

PUBLIC STORAGE PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2007

7. SUPPLEMENTARY QUARTERLY FINANCIAL DATA (UNAUDITED)

Three Months Ended
------------------------------------------------------------------------------
March 31, 2007 June 30, 2007 September 30, 2007 December 31, 2007
-------------- ------------- ------------------ -----------------

Rental Income $ 1,801,000 $ 1,810,000 $ 1,875,000 $ 1,855,000
Cost of Operations (including
management fees and depreciation) $ 533,000 $ 539,000 $ 518,000 $ 534,000
Net Income $ 1,280,000 $ 1,280,000 $ 1,375,000 $ 1,379,000
Net Income Per Limited Partner Unit $ 49.00 $ 35.70 $ 50.10 $ 50.25
Distributions $ 1,158,000 $ 2,236,000 $ 1,454,000 $ 1,455,000

Three Months Ended
------------------------------------------------------------------------------
March 31, 2006 June 30, 2006 September 30, 2006 December 31, 2006
-------------- ------------- ------------------ -----------------
Rental Income $ 1,758,000 $ 1,808,000 $ 1,835,000 $ 1,819,000
Cost of Operations (including
management fees and depreciation) $ 556,000 $ 565,000 $ 531,000 $ 546,000
Net Income $ 1,201,000 $ 1,245,000 $ 1,296,000 $ 1,300,000
Net Income Per Limited Partner Unit $ 45.10 $ 47.30 $ 49.80 $ 45.35
Distributions $ 1,158,000 $ 1,158,000 $ 1,159,000 $ 1,535,000

8. COMMITMENTS AND CONTINGENCIES

Serrao v. Public Storage, Inc. (filed April 2003) (Superior Court of
-----------------------------------------------------------------------
California - Orange County)
---------------------------

The plaintiff in this case filed a suit against PS on behalf of a
putative class of renters who rented self-storage units from PS.
Plaintiff alleges that PS misrepresented the size of its storage units,
has brought claims under California statutory and common law relating
to consumer protection, fraud, unfair competition, and negligent
misrepresentation, and is seeking monetary damages, restitution, and
declaratory and injunctive relief. On November 26, 2007, the Court
entered an order dismissing the matter in its entirety without any
liability to PS.

Brinkley v. Public Storage, Inc. (filed April 2005) (Superior Court of
-----------------------------------------------------------------------
California - Los Angeles County)
--------------------------------

The plaintiff sued PS on behalf of a purported class of
California non-exempt employees based on various California wage and
hour laws and seeking monetary damages and injunctive relief. In May
2006, a motion for class certification was filed seeking to certify
five subclasses. Plaintiff sought certification for alleged meal period
violations, rest period violations, failure to pay for travel time,
failure to pay for mileage reimbursement, and for wage statement
violations. In October 2006, the Court declined to certify three out of
the five subclasses. The Court did, however, certify subclasses based
on alleged meal period and wage statement violations. Subsequently, PS
filed a motion for summary judgment seeking to dismiss the matter in
its entirety. On June 22, 2007, the Court granted PS' summary judgment
motion as to the causes of action relating to the subclasses certified
and dismissed those claims. The only surviving claims are those
relating to the named plaintiff only. The plaintiff has filed an appeal
to the Court's June 22, 2007 summary judgment ruling. An appeal to the
Court's June 22, 2007 order granting PS' summary judgment motion is
currently pending.

F-11

PUBLIC STORAGE PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2007

Other Items
-----------

PS and the Partnership are a party to various claims, complaints,
and other legal actions that have arisen in the normal course of
business from time to time, that are not described above. We believe
that it is unlikely that the outcome of these other pending legal
proceedings including employment and tenant claims, in the aggregate,
will have a material adverse effect upon the operations or financial
position of the Partnership.

F-12

PUBLIC STORAGE PROPERTIES, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

Gross Carrying Amount
Initial Cost at December 31, 2007
---------------------- -----------------------------------
Buildings Costs Subsequent to Buildings
& Construction & Accumulated Date
Description Land Equipment (Improvements) Land Equipment Total Depreciation Completed
----------- ---- --------- -------------- ---- --------- ----- ------------ ---------

CALIFORNIA

Pasadena $327,000 $515,000 $314,000 $327,000 $829,000 $1,156,000 $787,000 08/78
Whittier - El Monte 166,000 763,000 392,000 134,000 1,187,000 1,321,000 1,162,000 07/78
Fremont 112,000 741,000 391,000 112,000 1,132,000 1,244,000 1,103,000 11/78
Milpitas 198,000 649,000 374,000 195,000 1,026,000 1,221,000 879,000 11/78
Wilmington 815,000 1,336,000 715,000 815,000 2,051,000 2,866,000 1,958,000 08/78
Sun Valley 329,000 611,000 352,000 329,000 963,000 1,292,000 933,000 10/78
Corona 155,000 757,000 361,000 155,000 1,118,000 1,273,000 1,042,000 12/78
Norco 95,000 456,000 233,000 95,000 689,000 784,000 615,000 12/78
North Hollywood 314,000 553,000 330,000 314,000 883,000 1,197,000 820,000 12/79
------- ------- ------- ------- ------- --------- ------- -- --

$2,511,000 $6,381,000 $3,462,000 $2,476,000 $9,878,000 $12,354,000 $9,299,000
========== ========== ========== ========== ========== =========== ==========

Note: Buildings are depreciated over a useful life of 25 years.

F-13

PUBLIC STORAGE PROPERTIES, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
(continued)

Reconciliation of Real Estate Cost and Accumulated Depreciation

COST RECONCILIATION

2007 2006
------------- -------------
Balance at the beginning of the year $ 12,241,000 $ 12,098,000

Additions during the year: Improvements 113,000 143,000
------------- -------------
Balance at the close of the year $ 12,354,000 $ 12,241,000
============= =============

ACCUMULATED DEPRECIATION RECONCILIATION

2007 2006
------------- -------------
Balance at the beginning of the year $ 9,169,000 $ 9,004,000

Additions during the year: Depreciation 130,000 165,000
------------- -------------
Balance at the close of the year $ 9,299,000 $ 9,169,000
============= =============

(a) The aggregate depreciable cost prior to depreciation of real estate
(excluding land) for Federal income tax purposes is $9,439,000 (unaudited).

F-14

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

DATED: March 26, 2008

PUBLIC STORAGE PROPERTIES, LTD.

BY: Public Storage
General Partner

BY: /s/ John Reyes
--------------
John Reyes
Senior Vice President and
Chief Financial Officer

F-15

EXHIBIT NO. EXHIBIT INDEX
- ----------- -------------

31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
Filed herewith.

31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
Filed herewith.

32 Section 1350 Certification of Chief Executive Officer and Chief
Financial Officer. Filed herewith.

F-16