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, 2008.

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

For the transition period from ---------------- to -----------------.

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.
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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, 2008:

Limited Partner Units, $500.00 Par Value - $18,968,000 (computed on the basis of
$2,525.00 per unit which was the highest reported sale price prior to the
quarter ended June 30, 2008).

The number of units outstanding of the registrant's classes of common equity as
of March 25, 2009:

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 entirety 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").

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, which includes unaudited financial
statements with such filings. The Partnership expects to continue such
reporting. Upon written request, the Partnership will mail a copy of its Annual
Report on Form 10-K to the 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.
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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 20.0% of the
outstanding common shares of PS at March 16, 2009.

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.

The Impact of Current Economic Factors
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The recession being experienced in California and the U.S. is having a
negative impact upon the Partnership's business. Operationally, the
Partnership's occupancies and rental rates have come under pressure as demand
for self-storage space has softened. The Partnership, through its management
agreement with PS (the "Management Agreement"), has responded by reducing rental
rates, increasing promotional discounts, and increasing its marketing activities
to stimulate additional demand for storage.

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. As the capital and credit markets are
currently constrained and in flux, there can be no assurance that the
Partnership would be able to access any such borrowings in order to do so, if
such a course of action were otherwise deemed necessary.

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. Storage facility spaces are rented on a month-to-month basis.
Rental rates vary according to the location of the property, the size of the
storage space and length of stay.

Users of space in self-storage facilities include individuals from
virtually all demographic groups, as well as businesses. Individuals usually
obtain this space for storage of 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 the appropriate balance between occupancy,
rental rates, and promotional discounting. Average occupancy for the
Partnership's self-storage facilities was 91.5% in 2008 and 90.3% in
2007. Annual realized rents per occupied square foot increased from
$15.79 in 2007 to $16.15 in 2008.

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
adherence to specified policies and procedures, and thereby 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 (the "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. Property managers are trained in detailed operating procedures.

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.

Under the supervision of the Partnership, PS seeks to increase the cash
flow generated by the Partnership's facilities by: a) regularly evaluating call
volume, reservation activity, and move-in/move-out rates for each property
relative to marketing activities, b) evaluating market supply and demand
factors, and based upon these analyses, adjusting the marketing activities and
rental rates, c) attempting to maximize revenues through evaluating the
appropriate balance between occupancy, rental rates, and promotional
discounting, and d) controlling expense levels.

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. Self-storage generally draws customers from
residents within a three to five mile radius. Many of the Partnership's
self-storage facilities operate within three to five miles of well-located and
well-managed competitors and seek the same group of customers. 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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PS owns a corporation that reinsures policies issued to the Partnership's
tenants against losses to goods stored by tenants in the Partnership's
self-storage facilities. 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 a fee (an "Access
Fee") from this corporation in return for providing tenant listings. This Access
Fee is based on the number of spaces the Partnership 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.
We believe these activities, along with availability of insurance as noted
above, supplement and strengthen the Partnership's existing self-storage
business by further meeting the needs of storage customers. The subsidiary of PS
receives the revenues and bears the cost of the activities.

Federal Income Tax
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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.

Employees
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The Partnership has no direct employees. There are approximately 38 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 or other entities owning
facilities operated by PS.

ITEM 1A. RISK FACTORS
------------

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 31.0% 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 THE RISKS RELATED TO THE OWNERSHIP AND OPERATION OF REAL ESTATE THAT
CAN ADVERSELY IMPACT OUR BUSINESS AND FINANCIAL CONDITION.

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 acquiring and 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 and floods;

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 nonstrategic property
difficult or unattractive including the impact of the current turmoil in

the credit markets;

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.

In addition, we self-insure certain of our property loss, liability, and
workers compensation risks for which other real estate companies may use
third-party insurers. This results in a higher risk of losses that are not
covered by third-party insurance contracts.

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,
2008. 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
environmental 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 operations.

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 give 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 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.

THE GLOBAL ECONOMIC CRISIS COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL
CONDITION, GROWTH AND ACCESS TO CAPITAL.

By the end of 2008, the national economy was in a recession and the global
financial crisis had broadened and intensified. Declining economic conditions in
the markets where we operate facilities, including higher unemployment rates,
restrictions on the availability of credit, volatile energy costs, increased
governmental needs for revenue including property taxes, government mandates
that could increase costs (such as requiring medical insurance for property
management personnel) and other events or factors that adversely affect
disposable income of the consumer, have and are likely to continue to adversely
affect our business.

As a further result of the current global financial crisis, our ability to
borrow at reasonable rates may be adversely affected by illiquid credit markets.
While we currently believe that we have sufficient working capital and cash flow
from operations to continue to operate our business as usual, long-term
continued turbulence in the credit markets and in the national economy may
adversely affect our access to capital and adversely impact earnings growth that
might otherwise result from borrowing funds.

FAILURE TO COMPLY WITH APPLICABLE LAWS COULD HARM OUR BUSINESS AND
FINANCIAL RESULTS.

We are subject to a wide range of federal, state and local laws and
regulations including those imposed by the SEC and the Sarbanes-Oxley Act of
2002, as well as applicable labor laws. Although we have policies and procedures
designed to comply with applicable laws and regulations, failure to comply with
the various laws and regulations may result in civil and criminal liability,
fines and penalties, increased costs of compliance and restatement of our
financial statements.

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.

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,
TELECOMMUNICATIONS, AND THE INTERNET AND ARE FACED WITH SYSTEM SECURITY 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. Nearly half of our move-ins comes from sales
channels dependent upon telecommunications (telephone or Internet).

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, 2008 financial
statements.

ITEM 1B. UNRESOLVED STAFF COMMENTS
-------------------------

Not applicable.

ITEM 2. PROPERTIES
----------

The following table sets forth information as of December 31, 2008 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. 465 June 29, 1978 Dec. 1978
Fremont 3.00 acres 53,000 sq. ft. 454 Mar. 21, 1978 Nov. 1978
Milpitas 3.40 acres 39,000 sq. ft 419 May 8, 1978 Nov. 1978
Norco 1.66 acres 29,000 sq. ft 258 July 19, 1978 Dec. 1978
North Hollywood 2.06 acres 38,000 sq. ft. 342 Mar. 17, 1978 Dec. 1979
Pasadena 1.84 acres 37,000 sq. ft. 386 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. 1,087 Apr. 18, 1978 Aug. 1978
Whittier - El Monte 3.28 acres 58,000 sq. ft. 536 Nov. 29, 1977 July 1978

For the year ended December 31, 2008, the weighted average occupancy level
and the average realized rent per occupied square foot for our self-storage
facilities were approximately 91.5% and $16.15, respectively.

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, 2008, none of the properties were encumbered by mortgage
debt.

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

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. The
plaintiff has filed an appeal to the Court's June 22, 2007 summary judgment
ruling. On October 28, 2008, the Court of Appeals sustained the trial court's
ruling. The plaintiff filed a petition for review with the California Supreme
Court, which was granted but further action in this matter was deferred pending
consideration and disposition of a related issue in Brinker Restaurant Corp. v.
Superior Court which is currently pending before the California Supreme Court.

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, 2008.

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 first hand
information regarding the prices at which 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, 2008, there were approximately 580 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,
--------------------------------------------------------------------------------------------
2008 2007 2006 2005 2004
--------------- --------------- --------------- --------------- ---------------

Revenues $ 7,872,000 $ 7,524,000 $ 7,371,000 $ 7,002,000 $ 6,593,000
Depreciation 142,000 130,000 165,000 181,000 217,000
Net income 5,649,000 5,314,000 5,042,000 4,888,000 4,475,000

Limited partners' share 4,266,000 3,701,000 3,751,000 3,619,000 3,397,000
General partners' share 1,383,000 1,613,000 1,291,000 1,269,000 1,078,000

LIMITED PARTNERS' PER UNIT DATA (1):
- ------------------------------------
Net income $213.30 $185.05 $187.55 $180.95 $169.85
Cash distributions $199.00 $234.00 $186.00 $183.00 $155.00

BALANCE SHEET DATA:
- -------------------
Cash and cash equivalents $ 802,000 $ 559,000 $ 1,483,000 $ 1,448,000 $ 1,407,000
Total assets $ 4,089,000 $ 3,745,000 $ 4,720,000 $ 4,682,000 $ 4,737,000

(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
- --------------------------

Critical Accounting Policies
- ----------------------------

Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses our financial statements, which have been prepared in
accordance with United States ("U.S.") generally accepted accounting principles
("GAAP"). The preparation of our financial statements and related disclosures in
conformity with GAAP and our discussion and analysis of our financial condition
and results of operations requires management to make judgments, assumptions and
estimates that affect the amounts reported in our consolidated financial
statements and accompanying notes. The notes to the Partnership's December 31,
2008 financial statements, primarily Note 2, summarize the significant
accounting policies and methods used in the preparation of our consolidated
financial statements and related disclosures.

Management believes the following are critical accounting policies the
application of which has a material impact on the Partnership's financial
presentation. That is, they are both important to the portrayal of our financial
condition and results, and they require management to make judgments and
estimates about matters that are inherently uncertain.

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 includes 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, 2008. 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 the Partnership's
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 GAAP, 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 December 31, 2008 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.

OVERVIEW OF MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
- --------------------------------------------------------------

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 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.

The self-storage industry is not immune to the recessionary pressures in
the general economic environment. Demand for self-storage space in the U.S. has
softened and, as a result, the Partnership is experiencing downward pressure on
occupancy levels, rental rates and revenue growth.

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.

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

YEAR ENDED DECEMBER 31, 2008 AS COMPARED TO YEAR ENDED DECEMBER 31, 2007:

The Partnership's net income for 2008 was $5,649,000, as compared to
$5,314,000 for 2007, representing an increase of $335,000 or 6.3%. Property net
operating income (rental income less cost of operations, management fees paid to
an affiliate and depreciation expense) increased $279,000 or 5.3% from
$5,217,000 in 2007 to $5,496,000 in 2008.

Rental income for 2008 was $7,621,000 compared to $7,341,000 for 2007,
representing an increase of $280,000 or 3.8%. The increase in rental income was
a result of improvements in realized rent per square foot. Annual realized rent
for 2008 increased to $16.15 per occupied square foot, as compared to $15.79 per
occupied square foot for 2007. Weighted average occupancy levels at the
self-storage facilities were 91.5% and 90.3% for 2008 and 2007, respectively.

We believe that demand for self-storage space has been negatively impacted
by general economic conditions, the slow down in housing sales and moving
activity, as well as increased competition. It is unclear to us how much we have
been negatively impacted by these factors, and how much these factors may impact
us going forward.

Other income was $251,000 for 2008, as compared to $183,000 for 2007,
representing an increase of $68,000 or 37.2%. Included in other income for 2008
are additional access fees paid by PS Insurance Company - Hawaii, Ltd. ("PSIC"),
a corporation owned by PS (described more fully in Note 5 to the Partnership's
December 31, 2008 financial statements), totaling $34,000 for amounts earned in
2007. These additional access fees were paid in 2008 as a result of a change in
PSIC's accounting estimates which determine such fees. Included in other income
on our statements of income are access fees totaling $215,000 (which includes
the $34,000 for amounts earned in 2007) and $104,000 for 2008 and 2007,
respectively.

Cost of operations, including management fees paid to an affiliate, (see
Note 5 to the Partnership's December 31, 2008 financial statements) for 2008 was
$1,983,000 compared to $1,994,000 for 2007, representing a decrease of $11,000
or 0.6%, as reductions in advertising and promotion, insurance and offices
expenses, were mostly offset by increases in utilities, payroll, repairs and
maintenance, property taxes and management fee expenses.

Depreciation expense was $142,000 and $130,000 for 2008 and 2007,
respectively, representing an increase of $12,000 or 9.2%. The increase in
depreciation expense is primarily related to additional capital improvements on
the buildings for the Partnership's self-storage facilities.

Administrative expense was $98,000 and $86,000 in 2008 and 2007,
respectively, representing an increase of $12,000, or 14.0%. This increase is
attributable to legal fees totaling $13,000 incurred in 2008 related to a
proposed property condemnation which is no longer under consideration.

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

The Partnership's net income for 2007 was $5,314,000, as compared to
$5,042,000 for 2006, representing an increase of $272,000 or 5.4%. 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 for 2007 was $7,341,000, as compared to $7,220,000 for 2006,
representing an increase of $121,000 or 1.7%. The increase in rental income was
a result of improvements in realized rent per square foot and in occupancies.
Weighted average occupancy levels at the self-storage facilities were 90.3% and
90.5% for 2007 and 2006, respectively. Annual realized rent for 2007 increased
to $15.79 per occupied square foot, as compared to $15.53 per occupied square
foot for 2006.

Other income was $183,000 for 2007, as compared to $151,000 for 2006,
representing an increase of $32,000 or 21.2%. Included in other income on our
statements of income are access fees paid by PSIC totaling $104,000 and $58,000
for 2007 and 2006, respectively.

Cost of operations, including management fees paid to an affiliate, (see
Note 5 to the Partnership's December 31, 2008 financial statements) for 2007 was
$1,994,000 compared to $2,033,000 for 2006, 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 and $165,000 for 2007 and 2006,
respectively, representing a decrease of $35,000 or 21.2%. 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.

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

Cash generated from operations ($5,850,000 for the year ended December 31,
2008) has been sufficient to meet all current obligations of the Partnership.
Capital improvements totaled $247,000 in 2008, $113,000 in 2007 and $143,000 in
2006. Capital improvements are budgeted at $176,000 for 2009.

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 $3,980,000 ($199.00 per unit) and
$1,380,000, respectively, for the year ended December 31, 2008. Future
distribution rates will be adjusted to levels which are supported by operating
cash flow after capital improvements and any other necessary obligations.

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

As of December 31, 2008, 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, 2008, 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, 2008.

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, 2008.

This annual report does not include an audit report of the Partnership's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to audit by the
Partnership's independent 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
Brian J. Fields Senior Vice President and Chief Legal Officer
Mark C. Good Senior Vice President and Chief Operating Officer
David F. Doll Senior Vice President and President, Real Estate
Group
Candace N. Krol Senior Vice President of Human Resources
Dann V. Angeloff Trustee
William C. Baker Trustee
John T. Evans Trustee
Tamara Hughes Gustavson Trustee
Uri P. Harkham Trustee
B. Wayne Hughes, Jr. Trustee
Harvey Lenkin 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 51, has been the Vice-Chairman, Chief Executive
Officer and a member of the Board of Public Storage since November 2002 and
President since July 1, 2005. Mr. Havner joined Public Storage in 1986 and held
a variety of senior management positions until his appointment as Vice-Chairman
and Chief Executive Officer in 2002. Mr. Havner has been Chairman of Public
Storage's affiliate, PS Business Parks, Inc. (PSB), since March 1998 and was
Chief Executive Officer of PSB from March 1998 until August 2003. 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). He is also a
director of Business Machine Security, Inc., General Finance Corporation and a
member of the NYU REIT Center Board of Advisors.

John Reyes, age 48, a certified public accountant, joined Public Storage in
1990 and was Controller of Public Storage from 1992 until December 1996 when he
became Chief Financial Officer. He became a Vice President of Public Storage in
November 1995 and a Senior Vice President of Public Storage in December 1996.
From 1983 to 1990, Mr. Reyes was employed by Ernst & Young.

Brian J. Fields, age 46, became Senior Vice President and Chief Legal
Officer of Public Storage on April 1, 2008. From 1997 until joining Public
Storage, Mr. Fields was employed by WellPoint, Inc., the largest health
insurance company in the United States. At WellPoint, Mr. Fields held a variety
of legal management positions, serving most recently as Vice President, Deputy
General Counsel.

Mark C. Good, age 52, became Senior Vice President and Chief Operating
Officer of Public Storage on September 8, 2008. Before joining Public Storage,
Mr. Good was with Sears Holdings Corporation since 1997, where he was Executive
Vice President and General Manager of Sears Home Services, the nation's largest
home appliance repair and home improvement services organization with annual
revenues of approximately $3 billion. Mr. Good also served as a director of
Sears Canada, Inc.

David F. Doll, age 50, became Senior Vice President and President, Real
Estate Group, in February 2005, with responsibility for the real estate
activities of Public Storage, including property acquisitions, developments,
repackagings, and capital improvements. Before joining Public Storage, 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 47, became Senior Vice President of Human Resources in
September 2005. From 1985 until joining Public Storage, 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 75, 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., and Tamara Hughes Gustavson, who are also members of
the PS Board.

Dann V. Angeloff, age 73, Chairman of the Nominating/Corporate Governance
Committee and a member of the Audit Committee, has been a member 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 PS. 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 75, 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 70, member of the Nominating/Corporate Governance
Committee and the Compensation Committee, became a member of the PS Board 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.

Tamara Hughes Gustavson, age 47, became a member of the PS Board in
November 2008. She was employed by PS from 1978 to 2003, serving most recently
as Vice President, Administration. She also serves on the Board of Directors of
the USC-CHLA Institute for Pediatric Clinical research. Ms Gustavson is the
daughter of B. Wayne Hughes, Chairman of the Board, and the sister of B. Wayne.
Hughes, Jr., also a Trustee.

Uri P. Harkham, age 60, a member of the Compensation Committee, became a
trustee of the PS Board 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 1974. 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 49, became a trustee of the PS Board 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, Chairman of the Board, and the brother of
Tamara Hughes Gustavson, also a Trustee.

Harvey Lenkin, age 72, became a trustee of the PS Board 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 Hospital, Pasadena, California and serves
on the Board of the Ronald McDonald House Charity of Southern California.

Gary E. Pruitt, age 58, Chairman of the Audit Committee and a member of the
Compensation Committee, became a trustee of the PS Board in August 2006 in
connection with the merger of Shurgard Storage Centers, Inc. with 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 56, Chairman of the Compensation Committee and a
member of the Audit Committee, became a member of the PS Board 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 FriendFinder Networks, Inc.
(formerly PMGI), a print and electronic media company and Chief Executive
Officer of Enterprise Acquisition Corp. 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 or she 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 or she 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: Gary E. Pruitt
(Chairman), Dann V. Angeloff and Daniel C. Staton. The Board of PS has
determined that Audit Committee members, Gary E. Pruitt and Daniel C. Staton,
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. Pruitt, Angeloff and Staton 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 may be found on the
PS website at www.publicstorage.com/Corporateinformation/CorpGovernance.apsx and
--------------------------------------------------------------
available in print 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, 2009, 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, PS 6,196 Units (2) 31.0%
Partnership Interest 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) 80 Units which, on January 1, 2009, PS
exercised its option to acquire from Tamara Hughes Gustavson, an adult
daughter of Hughes and (iii) 25 Units which on January 1, 2009, PS
exercised its option to acquire from H-G Family Corporation, a
corporation of which Hughes' children are shareholders.

2) Includes (i) 6,000 Units owned by BWH Marina Corporation II, a
corporation wholly-owned by Hughes, as to which Hughes has sole voting
and dispositive power and (ii) 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 (16 persons), beneficially own an aggregate of 6,214 Units,
representing 31.1% of the Units (including the 6,000 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 2008, PS and H-G Family Corporation received approximately
$1,104,000 and $276,000, 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
received $1,267,000 and $1,223,000, respectively, of cash distributions during
2008.

The Partnership has a management agreement (the "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 2008, 2007 and 2006, the
Partnership paid fees of $457,000, $440,000 and $433,000, 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 December 31, 2008 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, 2008, 2007 and 2006 were $55,000, $49,000 and $54,000,
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
$737,000, $765,000 and $867,000 for the years ended December 31, 2008, 2007, and
2006, 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 2008 and 2007, 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 each of the
years ended December 31, 2008 and 2007.

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 each of the years ended December 31, 2008 and
2007.

Audit-Related Fees and Other Fees: During 2008 and 2007 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 Rule 13a - 14(a) Certification. Filed herewith.

31.2 Rule 13a - 14(a) Certification. Filed herewith.

32 Section 1350 Certifications. Filed 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 25, 2009 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 25, 2009
- ---------------------------------------
Ronald L. Havner, Jr.

General Partner and Chairman of the Board of
/s/ B. Wayne Hughes Public Storage March 25, 2009
- ---------------------------------------
B. Wayne Hughes

Senior Vice President and Chief Financial Officer
of Public Storage (principal financial officer and
/s/ John Reyes principal accounting officer) March 25, 2009
- ---------------------------------------
John Reyes

/s/ Dann V. Angeloff Trustee of Public Storage March 25, 2009
- ---------------------------------------
Dann V. Angeloff

/s/ William Baker Trustee of Public Storage March 25, 2009
- ---------------------------------------
William C. Baker

/s/ John T. Evans Trustee of Public Storage March 25, 2009
- ---------------------------------------
John T. Evans

/s/ Tamara Hughes Gustavson Trustee of Public Storage March 25, 2009
- ---------------------------------------
Tamara Hughes Gustavson

/s/ Uri P. Harkham Trustee of Public Storage March 25, 2009
- ---------------------------------------
Uri P. Harkham

/s/ B. Wayne Hughes, Jr. Trustee of Public Storage March 25, 2009
- ---------------------------------------
B. Wayne Hughes, Jr.

/s/ Harvey Lenkin Trustee of Public Storage March 25, 2009
- ---------------------------------------
Harvey Lenkin

/s/ Gary E. Pruitt Trustee of Public Storage March 25, 2009
- ---------------------------------------
Gary E. Pruitt

/s/ Daniel C. Staton Trustee of Public Storage March 25, 2009
- ---------------------------------------
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, 2008 and 2007 F-2

For each of the three years ended December 31, 2008, 2007 and 2006:

Statements of income F-3

Statements of partners' equity F-4

Statements of cash flows F-5

Notes to financial statements F-6 - F-11

SCHEDULE:

III - Real estate and accumulated depreciation F-12 - F-13

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, 2008 and 2007, and the related
statements of income, partners' equity and cash flows for each of the three
years in the period ended December 31, 2008. 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, 2008 and 2007, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2008, 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 25, 2009
Los Angeles, California

F-1

PUBLIC STORAGE PROPERTIES, LTD.
BALANCE SHEETS
DECEMBER 31, 2008 AND 2007

December 31, December 31,
--------------------- --------------------
2008 2007

ASSETS
------

Cash and cash equivalents $ 802,000 $ 559,000
Rent and other receivables 60,000 53,000

Real estate facilities, at cost:
Buildings, land improvements and equipment 10,125,000 9,878,000
Land 2,476,000 2,476,000
---------------- ----------------
12,601,000 12,354,000

Less accumulated depreciation (9,441,000) (9,299,000)
---------------- ----------------
3,160,000 3,055,000

Other assets 67,000 78,000
---------------- ----------------
Total assets $ 4,089,000 $ 3,745,000
================ ================

LIABILITIES AND PARTNERS' EQUITY
--------------------------------

Accounts payable $ 136,000 $ 88,000
Deferred revenue 190,000 183,000
---------------- ----------------
Total liabilities 326,000 271,000

Commitments and contingencies (Note 8)

Partners' equity:
Limited partners' equity, $500 per unit, 20,000 units
authorized, issued and outstanding 2,794,000 2,579,000
General partners' equity 969,000 895,000
---------------- ----------------
Total partners' equity 3,763,000 3,474,000
---------------- ----------------
Total liabilities and partners' equity $ 4,089,000 $ 3,745,000
================ ================

See accompanying notes.
F-2

PUBLIC STORAGE PROPERTIES, LTD.
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

2008 2007 2006
-------------- ------------- --------------
REVENUES:

Rental income $ 7,621,000 $ 7,341,000 $ 7,220,000
Other income 251,000 183,000 151,000
-------------- ------------- -------------
7,872,000 7,524,000 7,371,000
-------------- ------------- -------------
COSTS AND EXPENSES:

Cost of operations 1,526,000 1,554,000 1,600,000
Management fees paid to affiliate 457,000 440,000 433,000
Depreciation 142,000 130,000 165,000
Administrative 98,000 86,000 131,000
-------------- ------------- -------------
2,223,000 2,210,000 2,329,000
-------------- ------------- -------------
NET INCOME $ 5,649,000 $ 5,314,000 $ 5,042,000
============== ============= =============

Limited partners' share of net income $ 4,266,000 $ 3,701,000 $ 3,751,000
General partners' share of net income 1,383,000 1,613,000 1,291,000
-------------- ------------- -------------
$ 5,649,000 $ 5,314,000 $ 5,042,000
============== ============= =============

Limited partners' share of net income per unit $ 213.30 $ 185.05 $ 187.55
(20,000 units outstanding) ============== ============= =============

See accompanying notes.
F-3

PUBLIC STORAGE PROPERTIES, LTD.
STATEMENTS OF PARTNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

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

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

Net income 4,266,000 1,383,000 5,649,000

Cash distributions (3,980,000) (1,380,000) (5,360,000)

Equity transfer (71,000) 71,000 -
---------------- ---------------- ----------------
Balance at December 31, 2008 $ 2,794,000 $ 969,000 $ 3,763,000
================ ================ ================

See accompanying notes.
F-4

PUBLIC STORAGE PROPERTIES, LTD.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

2008 2007 2006
-------------- -------------- --------------

Cash flows from operating activities:

Net income $ 5,649,000 $ 5,314,000 $ 5,042,000

Adjustments to reconcile net income to net cash provided by operating
activities:

Depreciation 142,000 130,000 165,000
(Increase) decrease in rent and other receivables (7,000) 20,000 (4,000)
Decrease (increase) in other assets 11,000 14,000 (21,000)
Increase (decrease) in accounts payable 48,000 (10,000) 10,000
Increase (decrease) in deferred revenue 7,000 24,000 (4,000)
--------------- --------------- ---------------
Total adjustments 201,000 178,000 146,000
--------------- --------------- ---------------
Net cash provided by operating activities 5,850,000 5,492,000 5,188,000
--------------- --------------- ---------------
Cash flows from investing activities:

Additions to real estate facilities (247,000) (113,000) (143,000)
--------------- --------------- ---------------
Net cash used in investing activities (247,000) (113,000) (143,000)
--------------- --------------- ---------------
Cash flows from financing activities:

Distributions paid to partners (5,360,000) (6,303,000) (5,010,000)
--------------- --------------- ---------------
Net cash used in financing activities (5,360,000) (6,303,000) (5,010,000)
--------------- --------------- ---------------
Net increase (decrease) in cash and cash equivalents 243,000 (924,000) 35,000

Cash and cash equivalents at the beginning of the year 559,000 1,483,000 1,448,000
--------------- --------------- ---------------
Cash and cash equivalents at the end of the year $ 802,000 $ 559,000 $ 1,483,000
=============== =============== ===============

See accompanying notes.
F-5

PUBLIC STORAGE PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008

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, 2008

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, 2008, all of
the real estate facilities have been in service longer than 25 years, and
accordingly the original development costs of such buildings are fully
depreciated at December 31, 2008.

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, 2008.

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 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 $190,000 at December 31, 2008 ($183,000 at
December 31, 2007), 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, 2008

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 25, 2009, there have been no recent accounting
pronouncements and guidance, which were not effective for implementation
prior to December 31, 2008, 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 2008, we paid distributions to the limited and general partners
totaling $3,980,000 ($199.00 per unit) and $1,380,000, 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 (the "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 2008, 2007 and 2006, the Partnership paid PS $457,000,
$440,000 and $433,000, respectively, under this Management Agreement.

F-8

PUBLIC STORAGE PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008

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. Joint costs are allocated on a
methodology meant to fairly allocate such costs based upon the related
activities. 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 in our accompanying statements of income, amounted to $737,000,
$765,000 and $867,000 for the years ended December 31, 2008, 2007, and
2006, 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. On January 1, 2009, PS exercised its option to acquire
these Units for a cost of approximately $20,000.

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 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, 2008.

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, 2008

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):

2008 2007
------------ ----------
(Amount in thousands)
For the year ended December 31,
-------------------------------
Net investment income......................... $ 675 $ 871
Loss and loss adjustment expense.............. (500) 855
Other expenses................................ (258) (248)
--------- ---------
Net income (loss).......................... $ (83) $ 1,478
========= =========

At December 31,
---------------
Total assets (primarily cash and other
investments)............................... $ 20,162 $ 21,732
Liabilities for losses and loss adjustment
expenses................................... 4,946 6,917
Other liabilities............................. 725 764
Member's surplus.............................. 14,491 14,051

Premiums paid to the Captive Entities for the years ended December 31,
2008, 2007 and 2006 were $55,000, $49,000 and $54,000, respectively.

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

PS Insurance Company - Hawaii, Ltd. ("PSIC"), a corporation that
reinsures policies against losses to goods stored by tenants in the
Partnership's and PS' storage facilities. PSIC receives the premiums and
bears the risks associated with the re-insurance. The Partnership receives
a fee (an "Access Fee") from PSIC in return for providing tenant listings.
This Access 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 Access Fees are $215,000, $104,000 and $58,000 for the years ended
December 31, 2008, 2007 and 2006, respectively. Included in other income
for 2008 are additional Access Fees paid by PSIC totaling $34,000 for
amounts earned in 2007. These additional access fees were paid in 2008 as a
result of a change in PSIC's accounting estimates which determine such
fees.

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.

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 $5,516,000, $5,339,000 and
$5,030,000 for the years ended December 31, 2008, 2007 and 2006,
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, 2008

7. SUPPLEMENTARY QUARTERLY FINANCIAL DATA (UNAUDITED)

Three Months Ended
------------------------------------------------------------------------------
March 31, 2008 June 30, 2008 September 30, 2008 December 31, 2008
-------------- -------------- ------------------ ------------------

Rental Income $ 1,872,000 $ 1,905,000 $ 1,928,000 $ 1,916,000
Cost of Operations (including
management fees and depreciation) $ 527,000 $ 567,000 $ 523,000 $ 508,000
Net Income $ 1,376,000 $ 1,340,000 $ 1,499,000 $ 1,434,000
Net Income Per Limited Partner Unit $ 53.45 $ 51.00 $ 57.50 $ 51.35
Cash Distributions $ 1,185,000 $ 1,239,000 $ 1,347,000 $ 1,589,000

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
Cash Distributions $ 1,158,000 $ 2,236,000 $ 1,454,000 $ 1,455,000

8. COMMITMENTS AND CONTINGENCIES

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. The plaintiff has filed an
appeal to the Court's June 22, 2007 summary judgment ruling. On October 28,
2008, the Court of Appeals sustained the trial court's ruling. The
plaintiff filed a petition for review with the California Supreme Court,
which was granted but further action in this matter was deferred pending
consideration and disposition of a related issue in Brinker Restaurant
Corp. v. Superior Court which is currently pending before the California
Supreme Court.

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-11

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

Gross Carrying Amount

Initial Cost at December 31, 2008
------------------------ ------------------------------------
Buildings Costs Subsequent Buildings
& to Construction & Accumulated Date
Description Land Equipment (Improvements) Land Equipment Total Depreciation Completed
- ------------------- ---------- ---------- ----------------- --------- ----------- ----------- ------------ ---------
CALIFORNIA

Pasadena $327,000 $515,000 $330,000 $327,000 $845,000 $1,172,000 $796,000 08/78
Whittier - El Monte 166,000 763,000 410,000 134,000 1,205,000 1,339,000 1,179,000 07/78
Fremont 112,000 741,000 528,000 112,000 1,269,000 1,381,000 1,122,000 11/78
Milpitas 198,000 649,000 396,000 195,000 1,048,000 1,243,000 906,000 11/78
Wilmington 815,000 1,336,000 740,000 815,000 2,076,000 2,891,000 1,981,000 08/78
Sun Valley 329,000 611,000 359,000 329,000 970,000 1,299,000 940,000 10/78
Corona 155,000 757,000 366,000 155,000 1,123,000 1,278,000 1,050,000 12/78
Norco 95,000 456,000 242,000 95,000 698,000 793,000 627,000 12/78
North Hollywood 314,000 553,000 338,000 314,000 891,000 1,205,000 840,000 12/79
---------- ---------- ---------- ---------- ----------- ----------- ----------
$2,511,000 $6,381,000 $3,709,000 $2,476,000 $10,125,000 $12,601,000 $9,441,000
========== ========== ========== ========== =========== =========== ==========

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

F-12

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

Reconciliation of Real Estate Cost and Accumulated Depreciation

COST RECONCILIATION

2008 2007
------------- -------------
Balance at the beginning of the year $ 12,354,000 $ 12,241,000

Additions during the year: Improvements 247,000 113,000
------------- -------------
Balance at the end of the year $ 12,601,000 $ 12,354,000
============= =============

ACCUMULATED DEPRECNCILIATION

2008 2007
------------- -------------
Balance at the beginning of the year $ 9,299,000 $ 9,169,000

Depreciation expense 142,000 130,000
------------- -------------
Balance at the end of the year $ 9,441,000 $ 9,299,000
============= =============

(a) The aggregate depreciable cost prior to depreciation of real estate
(excluding land) for federal income tax purposes is $9,561,000 (unaudited).

F-13

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 25, 2009

PUBLIC STORAGE PROPERTIES, LTD.

BY: Public Storage
General Partner

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

F-14

EXHIBIT NO. Exhibit Index
- ----------- ------------------------------------------------------------------

31.1 Rule 13a - 14(a) Certification. Filed herewith.

31.2 Rule 13a - 14(a) Certification. Filed herewith.

32 Section 1350 Certifications. Filed herewith.

F-15