SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant |X|
Filed by a party other than the registrant | |

PUBLIC STORAGE, INC.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

|X| No fee required.

| | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11.

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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| | Fee paid previously with preliminary materials.

| | Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, schedule or registration statement no.:

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(3) Filing party:

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(4) Date filed:

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PUBLIC STORAGE, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOVEMBER 4, 1998

The Annual Meeting of Shareholders of Public Storage, Inc., a California
corporation (the Company"), will be held at the Red Lion Hotel, 100 West
Glenoaks Boulevard, Glendale, California, on November 4, 1998, at the hour of
1:00 p.m. Los Angeles time, for the following purposes:

1. To elect directors for the ensuing year.

2. To consider and act upon such other matters as may properly come
before the meeting or any adjournment of the meeting.

The Board of Directors has determined that only holders of record of
Common Stock at the close of business on September 11, 1998 will be entitled to
receive notice of, and to vote at, the meeting or any adjournment of the
meeting.

Please mark your vote on the enclosed Proxy, then date, sign and
promptly mail the Proxy in the stamped return envelope included with these
materials.

You are cordially invited to attend the meeting in person. If you do
attend and you have already signed and returned the Proxy, the powers of the
proxy holders named in the Proxy will be suspended if you desire to vote in
person. Therefore, whether or not you presently intend to attend the meeting in
person, you are urged to mark your vote on the Proxy, date, sign and return it.

By Order of the Board of Directors

SARAH HASS, Secretary

Glendale, California
September 28, 1998

PUBLIC STORAGE, INC.

701 Western Avenue
Glendale, California 91201-2397

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

November 4, 1998

GENERAL

This Proxy Statement (first mailed to shareholders on or about October
2, 1998) is furnished in connection with the solicitation by the Board of
Directors of Public Storage, Inc. (the "Company") of proxies, including the
enclosed Proxy, for use at the Company's Annual Meeting of Shareholders to be
held at the Red Lion Hotel, 100 West Glenoaks Boulevard, Glendale, California at
1:00 p.m. Los Angeles time on November 4, 1998 or at any adjournment of the
meeting. The purposes of the meeting are (1) to elect eight directors of the
Company and (2) to consider such other business as may properly be brought
before the meeting or any adjournment of the meeting.

Shares of Common Stock represented by a Proxy in the accompanying form,
if the Proxy is properly executed and is received by the Company before the
voting, will be voted in the manner specified on the Proxy. If no specification
is made, the shares will be voted FOR the election as directors of the nominees
named hereinafter. The persons designated as proxies reserve full discretion to
cast votes for other persons if any of the nominees become unavailable to serve.
A Proxy is revocable by delivering a subsequently signed and dated Proxy or
other written notice to the Secretary of the Company at any time before its
exercise. A Proxy may also be revoked if the person executing the Proxy is
present at the meeting and chooses to vote in person.

QUORUM AND VOTING

The presence at the meeting in person or by proxy of the holders of a
majority of the outstanding shares of the Common Stock is necessary to
constitute a quorum for the transaction of business.

Only holders of record of Common Stock at the close of business on
September 11, 1998 (the "Record Date") will be entitled to vote at the meeting,
or at any adjournment of the meeting. On the Record Date, the Company had
115,744,467 shares of Common Stock issued and outstanding (before redemptions of
24,300 shares of Common Stock not reflected in the transfer agent's records as
of the Record Date).

With respect to the election of directors, each holder of Common Stock
on the Record Date is entitled to cast as many votes as there are directors to
be elected multiplied by the number of shares registered in his name on the
Record Date. The holder may cumulate his votes for directors by casting all of
his votes for one candidate or by distributing his votes among as many
candidates as he chooses. The eight candidates who receive the most votes will
be elected directors of the Company. In voting upon any other proposal that
might properly come before the meeting, each holder of Common Stock is entitled
to one vote for each share registered in his name.

ELECTION OF DIRECTORS

Eight directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting of Shareholders, to hold office until the next
annual meeting and until their successors are elected and qualified. When the
accompanying Proxy is properly executed and returned to the Company before the
voting, the persons named in the Proxy will vote the shares represented by the
Proxy as indicated on the Proxy. If any nominee below becomes unavailable for
any reason or if any vacancy on the Company's Board of Directors occurs before
the election, the shares represented by any Proxy voting for that nominee will
be voted for the person, if any, designated by the Board of Directors to replace
the nominee or to fill the vacancy on the Board. However, the Board of Directors
has no reason to believe that any nominee will be unavailable or that any
vacancy on the Board of Directors will occur. The following persons are nominees
for director:

Name Age Director Since
---- --- --------------

B. Wayne Hughes 65 1980
Harvey Lenkin 62 1991
B. Wayne Hughes, Jr. 39 1998
Robert J. Abernethy 58 1980
Dann V. Angeloff 62 1980
William C. Baker 65 1991
Thomas J. Barrack, Jr. 51 1998
Uri P. Harkham 50 1993

B. Wayne Hughes has been a director of the Company since its
organization in 1980 and was President and Co-Chief Executive Officer from 1980
until November 1991 when he became Chairman of Board and sole Chief Executive
Officer. Mr. Hughes was Chairman of the Board and Chief Executive Officer from
1990 until March 16, 1998 of Public Storage Properties XI, Inc., now known as PS
Business Parks, Inc. ("PSBP"), an affiliated REIT. From 1989-90 until the
respective dates of merger, he was Chairman of the Board and Chief Executive
Officer of 18 affiliated REITs that were merged into the Company between
September 1994 and May 1998 (collectively, the "Merged Public Storage REITs").
Mr. Hughes has been active in the real estate investment field for over 25
years. He is the father of B. Wayne Hughes, Jr.

Harvey Lenkin became President and a director of the Company in November
1991. Mr. Lenkin has been employed by the Company for 20 years. He has been a
director of PSBP since March 16, 1998 and was President of PSBP from 1990 until
March 16, 1998. Mr. Lenkin was President of the Merged Public Storage REITs from
1989-90 until the respective dates of merger and was also a director of one of
those REITs, Storage Properties, Inc. ("SPI"), from 1989 until June 1996. He is
a director of the National Association of Real Estate Investment Trusts, Inc.
(NAREIT).

B. Wayne Hughes, Jr. became a director of the Company on January 6,
1998. He has been Vice President - Acquisitions of the Company since 1992. Mr.
Hughes, Jr. is involved in the coordination and direction of the Company's
acquisition and development activities. He is the son of B. Wayne Hughes.

Robert J. Abernethy, Chairman of the Audit Committee, has been President
of American Standard Development Company and of Self-Storage Management Company,
which develop and operate mini-warehouses, since 1976 and 1977, respectively.
Mr. Abernethy has been a director of the Company since its organization. He is a
member of the board of trustees of Johns Hopkins University and a former member
of the board of directors of the Los Angeles County Metropolitan Transportation
Authority and the Metropolitan Water District of Southern California.

Dann V. Angeloff has been President of the Angeloff Company, a corporate
financial advisory firm, since 1976. The Angeloff Company has rendered, and is
expected to continue to render, financial advisory and securities brokerage
services for the Company. Mr. Angeloff is the general partner of a limited
partnership that owns a mini-warehouse operated by the Company and which secures
a note owned by the Company. Mr. Angeloff has been a director of the Company
since its organization. He is a director of Balboa Capital Corporation,
Compensation Resource Group, Nicholas/Applegate Growth Equity Fund,
Nicholas/Applegate Mutual Funds, ReadyPac Produce, Inc., Royce Medical Company,
SupraLife International and WorldxChange Communications, Inc. He was a director
of SPI from 1989 until June 1996.

William C. Baker, a member of the Audit Committee, became a director of
the Company in November 1991. Since November 1997, Mr. Baker has been Chairman
of the Board and Chief Executive Officer of The Santa Anita Companies, Inc.,
which operates the Santa Anita Racetrack and is a wholly-owned subsidiary of
Meditrust Operating Company. From August 1996 until November 1997, he was
Chairman of the Board and Chief Executive Officer of Santa Anita Operating
Company and Chairman of the Board of Santa Anita Realty Enterprises, Inc., the
companies which were merged with Meditrust in November 1997. From April 1993
through May 1995, Mr. Baker 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, he was Chairman and Chief
Executive Officer of Carolina Restaurant Enterprises, Inc., a franchisee of Red
Robin International, Inc. Since 1991, he has been Chairman of the Board of Coast
Newport Properties, a real estate brokerage company. From 1976 to 1988, he was a
principal shareholder and Chairman and Chief Executive Officer of Del Taco,
Inc., an operator and franchisor of fast food restaurants in California. Mr.
Baker is a director of Callaway Golf Company and Meditrust Operating Company.

Thomas J. Barrack, Jr. became a director of the Company on February 10,
1998. Mr. Barrack has been the Chairman and Chief Executive Officer of Colony
Capital, Inc. since September 1991. Colony Capital, Inc. is one of the largest
real estate investors in America, having acquired properties in the U.S., Europe
and Asia. Prior to founding Colony Capital, Inc., from 1987 to 1991, Mr. Barrack
was a principal with the Robert M. Bass Group, Inc., the principal investment
vehicle for Robert M. Bass of Fort Worth, Texas. From 1985 to 1987, Mr. Barrack
was President of Oxford Ventures, Inc., a Canadian-based real estate development
company. From 1984 to 1985 he was Senior Vice President at E.F. Hutton Corporate
Finance in New York. Mr. Barrack was appointed by President Ronald Reagan as
Deputy Under Secretary at the U.S. Department of the Interior from 1982 to 1983.
Mr. Barrack currently is a director of Continental Airlines, Inc. and
Kennedy-Wilson, Inc.

Uri P. Harkham became a director of the Company in March 1993. Mr.
Harkham has been the President and Chief Executive Officer of the Jonathan
Martin Fashion Group, which specializes in designing, manufacturing and
marketing women's clothing, since its organization in 1976. Since 1978, Mr.
Harkham has been the Chairman of the Board of Harkham Properties, a real estate
firm specializing in buying and managing fashion warehouses in Los Angeles.

Directors and Committee Meetings
- --------------------------------

The Board of Directors held six meetings and the Audit Committee held
four meetings during 1997. Each of the directors (who were directors at the
time) attended at least 75% of the meetings held by the Board of Directors or,
if a member of a committee of the Board of Directors, held by both the Board of
Directors and all committees of the Board of Directors on which he served,
during 1997. The primary functions of the Audit Committee are to meet with the
Company's outside auditors, to conduct a pre-audit review of the audit
engagement, to conduct a post-audit review of the results of the audit, to
monitor the adequacy of internal financial controls of the Company, to review
the independence of the outside auditors, to make recommendations to the Board
of Directors regarding the appointment and retention of auditors and to
administer the Company's stock option and incentive plans. The Company does not
have a compensation or a nominating committee. The Company has stock option and
incentive plans, which are administered by the Audit Committee.

Security Ownership of Certain Beneficial Owners
- -----------------------------------------------

The following table sets forth information as of the dates indicated
with respect to persons known to the Company to be the beneficial owners of more
than 5% of the outstanding shares of the Company's Common Stock:

Shares of Common Stock
Beneficially Owned
-------------------------------------
Number Percent
Name and Address of Shares of Class
---------------- ----------- ----------

B. Wayne Hughes, B. Wayne Hughes, Jr., Parker Hughes Trust No. 38,071,191 32.9%
2, Tamara Hughes Gustavson, PS Orangeco, Inc., a
California corporation ("PSOI")
701 Western Avenue,
Glendale, California 91201-2397,
PS Insurance Company, Ltd., a
Bermuda corporation ("PSIC")
41 Cedar Avenue
Hamilton, Bermuda (1)

FMR Corp. 10,778,155 9.3%
82 Devonshire Street
Boston, Massachusetts 02109 (2)

Cohen & Steers Capital Management, Inc. 7,294,800 6.3%
757 Third Avenue
New York, New York 10017 (3)

- ----------------

(1) This information is as of September 15, 1998. The reporting persons
listed above (the "Reporting Persons") have filed a joint Schedule 13D,
amended as of June 24, 1997. The common stock of PSOI (representing
approximately 5% of the equity) is owned one-third each by B. Wayne
Hughes, Tamara Hughes Gustavson (an adult daughter of B. Wayne Hughes)
and B. Wayne Hughes, Jr. (an adult son of B. Wayne Hughes), and the
non-voting preferred stock of PSOI (representing approximately 95% of
the equity) is owned by the Company. The stock of PSIC is owned
approximately 45% by B. Wayne Hughes, 47% by Tamara Hughes Gustavson and
8% by B. Wayne Hughes, Jr. Tamara Hughes Gustavson is the trustee of
Parker Hughes Trust No. 2. Each of the Reporting Persons disclaims the
existence of a group within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934. B. Wayne Hughes has voting and
dispositive power with respect to the 30,777 shares owned by PSOI, and
B. Wayne Hughes and Tamara Hughes Gustavson share voting and dispositive
power with respect to the 301,032 shares owned by PSIC. B. Wayne Hughes
disclaims beneficial ownership of the shares owned by B. Wayne Hughes,
Jr., Parker Hughes Trust No. 2 and Tamara Hughes Gustavson (Tamara
Hughes Gustavson beneficially owns an aggregate of 16,733,399 shares
(exclusive of the shares owned by PSIC) or approximately 14.4% of the
shares of Common Stock outstanding as of September 15, 1998). Each of
the other Reporting Persons disclaims beneficial ownership of the shares
owned by any other Reporting Person.

The above table does not include 7,000,000 shares of the Company's Class
B Common Stock which are owned by B. Wayne Hughes, Jr. and Tamara Hughes
Gustavson. The Class B Common Stock is convertible into Common Stock on
a share-for-share basis upon satisfaction of certain conditions, but in
no event earlier than January 1, 2003.

(2) This information is as of February 28, 1998 and is based on a Schedule
13G (Amendment No. 4) filed by FMR Corp. (except that the percent shown
in the table is based on the shares of Common Stock outstanding at
September 15, 1998). As of February 28, 1998, FMR Corp. beneficially
owned 10,778,155 shares of Common Stock. This number includes 9,801,900
shares beneficially owned by Fidelity Management & Research Company, as
a result of its serving as investment adviser to several investment
companies registered under Section 8 of the Investment Company Act of
1940, and 974,255 shares beneficially owned by Fidelity Management Trust
Company, as a result of its serving as investment manager of various
institutional accounts. FMR Corp. has sole voting power with respect to
893,255 shares and sole dispositive power with respect to 10,778,155
shares.

(3) This information is as of December 31, 1997 and is based on a Schedule
13G (Amendment No. 1) filed by Cohen & Steers Capital Management, Inc.
(except that the percent shown in the table is based on the shares of
Common Stock outstanding at September 15, 1998). As of December 31,
1997, Cohen & Steers Capital Management, Inc. beneficially owned
7,294,800 shares of Common Stock. Cohen & Steers Capital Management,
Inc. has sole voting power with respect to 6,375,000 shares and sole
dispositive power with respect to 7,294,800 shares.

Security Ownership of Management
- --------------------------------

The following table sets forth information as of September 15, 1998
concerning the beneficial ownership of Common Stock of each director of the
Company, the Company's Chief Executive Officer, the four most highly compensated
persons who were executive officers of the Company on December 31, 1997 and all
directors and executive officers as a group:

Shares of Common Stock:
Beneficially Owned(1)
Shares Subject to Options(2)
----------------------------------------
Name Number of Shares Percent
------ ------------------ -------

B. Wayne Hughes 20,329,670(1)(3) 17.6%

Harvey Lenkin 600,125(1)(4) 0.5%
78,333(2) *
------- ----
678,458 0.6%

B. Wayne Hughes, Jr. 1,008,122(1)(5) 0.9%

Robert J. Abernethy 71,811(1) *
10,833(2) *
------ --
82,644 *

Dann V. Angeloff 81,500(1)(6) *
7,499(2) *
------ --
88,999 *

William C. Baker 30,000(1) *
7,499(2) *
------ --
37,499 *

Thomas J. Barrack, Jr. 2,619,893(1)(7) 2.3%

Uri P. Harkham 471,156(1)(8) 0.4%
2,500(2) *
------- ----
473,656 0.4%

David Goldberg 89,547(1)(9) *
119,167(2) 0.1%
------- ----
208,714 0.2%

Marvin M. Lotz 70,939(1)(10) *
132,500(2) 0.1%
------- ----
203,439 0.2%

A. Timothy Scott 3,367(1) *
33,333(2) *
------ --
36,700 *

All Directors and Executive Officers as a Group 25,511,075(1)(3)(4)(5)(6)
(16 persons) (7)(8)(9)(10)(11) 22.0%
553,629(2) 0.5%
---------- -----
26,064,704 22.4%

- ---------------

* Less than 0.1%

(1) Shares of Common Stock beneficially owned as of September 15, 1998.
Except as otherwise indicated and subject to applicable community
property and similar statutes, the persons listed as beneficial owners
of the shares have sole voting and investment power with respect to such
shares.

(2) Represents vested portion as of September 15, 1998, and portion of which
will be vested within 60 days of September 15, 1998, of shares of Common
Stock subject to options granted to the named individuals or the group
pursuant to the Company's stock option and incentive plans.

(3) Includes 19,945,983 shares held of record by the B.W. Hughes Living
Trust as to which Mr. Hughes has voting and investment power, 1,428 and
1,423 shares, held by custodians of IRAs for Mr. Hughes and Mrs.
Kathleen Hughes as to which each has investment power, 5,389 shares held
by Mrs. Hughes as to which she has investment power and 43,638 shares
held by Mrs. Hughes as custodian FBO Parker Hughes Trust dated 3/7/91.
Also includes 30,777 shares held of record by PSOI as to which Mr.
Hughes has voting and dispositive power and 301,032 shares held of
record by PSIC as to which Mr. Hughes and Tamara Hughes Gustavson share
voting and dispositive power.

(4) Includes 1,249 and 734 shares, held by custodians of IRAs for Mr. Lenkin
and Mrs. Lenkin as to which each has investment power, 468 shares held
by Mrs. Lenkin, 1,079 and 150 shares, held by Mrs. Lenkin as custodian
for two sons and 100 shares held by a custodian of an IRA for a son.
Also includes 540,000 shares held of record by the Public Storage, Inc.
Profit Sharing Plan and Trust (the "PSI Plan") as to which Mr. Lenkin,
as a member of the PSI Plan's Advisory Committee, shares the power to
direct voting and disposition and as to which Mr. Lenkin expressly
disclaims beneficial ownership.

(5) Includes 1,231 and 233 shares, held by custodians of IRAs for Mr.
Hughes, Jr. and Mrs. Hughes, Jr. as to which each has investment power,
344 shares held by Mrs. Hughes, Jr., 6,556 and 2,960 shares, held by Mr.
Hughes, Jr. as custodian for a daughter and a son, 5,901 shares held by
Mrs. Hughes, Jr. as custodian for a daughter and 1,348 shares held by
Mr. Hughes, Jr. and Tamara Hughes Gustavson - Separate Property.

(6) Includes 6,000 shares held by a custodian of an IRA for Mr. Angeloff,
3,000 shares held by Mr. Angeloff as trustee of Angeloff's Children
Trust and 70,500 shares held by Mr. Angeloff as trustee of Angeloff
Family Trust.

(7) Shares held of record by Colony PSA, LLC, a limited liability company
of which Mr. Barrack is a controlling member.

(8) Includes 65,057 shares held by Mr. Harkham as trustee of Harkham
Industries Profit Sharing Plan, 338,868 shares held by Harkham
Industries, Inc. (dba Jonathan Martin, Inc.), a corporation wholly owned
by Mr. Harkham, 43,832 shares held by Mr. Harkham as trustee of Uri
Harkham Trust, 1,440 shares held by a custodian of an IRA for Mr.
Harkham as to which he has investment power, 3,768, 4,419, 4,343, 4,616
and 4,716 shares, held by Mr. Harkham as custodian for five of his
children and 97 shares held by a custodian of an IRA for a son.

(9) Includes 7,199 shares held by a custodian of an IRA for Mr. Goldberg and
4,260 shares held by David Goldberg Profit Sharing Plan. Excludes
540,000 shares held of record by the PSI Plan as to which Mr. Goldberg,
as a member of the PSI Plan's Advisory Committee, shares the power to
direct voting and disposition; such shares are included under Mr. Lenkin
above (see footnote 4).

(10) Includes 12,326 and 1,126 shares held by custodians of IRAs for Mr. Lotz.

(11) Includes shares held of record or beneficially by members of the
immediate family of executive officers of the Company and shares held by
custodians of IRAs for the benefit of executive officers of the Company.

The following tables set forth information as of September 15, 1998
concerning the remaining security ownership of each director of the Company, the
Company's Chief Executive Officer, the four most highly compensated persons who
were executive officers of the Company on December 31, 1997 and all directors
and executive officers of the Company as a group:

Shares of 9.20% Cumulative Shares of Adjustable Rate
Shares of 10% Cumulative Preferred Cumulative Preferred Stock,
Preferred Stock, Series A Stock, Series B Series C
Beneficially Owned (1) Beneficially Owned (1) Beneficially Owned (1)
--------------------------- -------------------------- --------------------------
Number Number Number
of Shares Percent of Shares Percent of Shares Percent
--------- ------- --------- ------- --------- -------

B. Wayne Hughes - - - - - -

Harvey Lenkin 1,000 (1) * 1,600 (1) * - -

B. Wayne Hughes, Jr. - - 400 (1)(3) * - -

Robert J. Abernethy - - 225 (1) * - -

Dann V. Angeloff - - - - - -

William C. Baker - - - - - -

Thomas J. Barrack, Jr. - - - - - -

Uri P. Harkham - - - - - -

David Goldberg - - - - 600 (1)(4) *

Marvin M. Lotz - - - - - -

A. Timothy Scott - - - - - -

All Directors and Executive 5,060 (1)(2) 0.3% 6,225 (1)(2)(3) 0.3% 600 (1)(4) *
Officers as a Group
(16 persons)

Shares of 9.50% Cumulative Shares of 10% Cumulative Shares of 9.75% Cumulative
Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F
Beneficially Owned(1) Beneficially Owned (1) Beneficially Owned (1)
--------------------------- -------------------------- --------------------------
Number Number Number
of Shares Percent of Shares Percent of Shares Percent
--------- ------- --------- ------- --------- -------

B. Wayne Hughes - - - - - -

Harvey Lenkin - - 893 (1) * - -

B. Wayne Hughes, Jr. - - - - - -

Robert J. Abernethy - - - - - -

Dann V. Angeloff - - - - - -

William C. Baker - - - - - -

Thomas J. Barrack, Jr. - - - - - -

Uri P. Harkham - - - - - -

David Goldberg - - - - - -

Marvin M. Lotz - - - - - -

A. Timothy Scott - - - - - -

All Directors and Executive 6,800 (1)(2) 0.6% 13,993 (1)(2) 0.6% 8,600 (1)(2) 0.4%
Officers as a Group
(16 persons)

Depositary Shares, Depositary Shares,
Each Representing 1/1,000 Each Representing 1/1,000
of a Share of 8-7/8% of a Share of 8.45%
Cumulative Preferred Stock, Cumulative Preferred
Series G Stock, Series H Class B Common Stock
Beneficially Owned (1) Beneficially Owned(1) Beneficially Owned(1)
--------------------------- ------------------------- -----------------------
Number Number Number
of Shares Percent of Shares Percent of Shares Percent
--------- ------- --------- ------- --------- -------
B. Wayne Hughes - - - - - -

Harvey Lenkin - - - - - -

B. Wayne Hughes, Jr. - - - - 3,204,758 (1) 45.8%

Robert J. Abernethy - - - - - -

Dann V. Angeloff - - - - - -

William C. Baker - - - - - -

Thomas J. Barrack, Jr. - - - - - -

Uri P. Harkham - - - - - -

David Goldberg - - - - - -

Marvin M. Lotz - - - - - -

A. Timothy Scott - - - - - -

All Directors and Executive 8,600 (1)(2) 0.1% 8,000 (1)(2) 0.1% 3,204,758 (1) 45.8%
Officers as a Group
(16 persons)

- -----------------

* Less than 0.1%

(1) Shares of 10% Cumulative Preferred Stock, Series A, 9.20% Cumulative
Preferred Stock, Series B, Adjustable Rate Cumulative Preferred Stock,
Series C, 9.50% Cumulative Preferred Stock, Series D, 10% Cumulative
Preferred Stock, Series E, 9.75% Cumulative Preferred Stock, Series F,
Depositary Shares, each representing 1/1,000 of a Share of 8-7/8%
Cumulative Preferred Stock, Series G, Depositary Shares, each
representing 1/1,000 of Share of 8.45% Cumulative Preferred Stock,
Series H, or Class B Common Stock, as applicable, beneficially owned as
of September 15, 1998. Except as otherwise indicated and subject to
applicable community property and similar statutes, the persons listed
as beneficial owners of the shares have sole voting and investment power
with respect to such shares.

(2) Includes shares held of record or beneficially by members of the
immediate family of executive officers of the Company and shares held by
custodians of IRAs for the benefit of executive officers of the Company.

(3) Shares held by Mr. Hughes, Jr. and Tamara Hughes Gustavson - Separate
Property.

(4) Includes 500 shares held by a custodian of an IRA for Mr. Goldberg and
100 shares held by David Goldberg Profit Sharing Plan.

As of September 15, 1998, the directors and executive officers of the
Company did not own any shares of the Company's Depositary Shares, each
representing 1/1,000 of a Share of 8-5/8% Cumulative Preferred Stock, Series I,
Depositary Shares, each representing 1/1,000 of a Share of 8% Cumulative
Preferred Stock, Series J or Equity Stock, Series A.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
any registered class of the Company's equity securities ("10% owners"), to file
with the Securities and Exchange Commission ("SEC") initial reports (on Form 3)
of ownership of the Company's equity securities and to file subsequent reports
(on Form 4 or Form 5) when there are changes in such ownership. The due dates of
such reports are established by statute and the rules of the SEC. Based on a
review of the reports submitted to the Company, the Company believes that, with
respect to the fiscal year ended December 31, 1997, (i) Uri P. Harkham, a
director of the Company, filed one report on Form 5 which disclosed (in addition
to transactions that were timely reported) five transactions that were not
timely reported, (ii) Dann V. Angeloff, a director of the Company, filed one
report on Form 4 which disclosed (in addition to transactions that were timely
reported) one transaction that was not timely reported and (iii) B. Wayne
Hughes, an executive officer and director of the Company, filed one report on
Form 5 which disclosed (in addition to a transaction that was timely reported)
one transaction that was not timely reported.

COMPENSATION

Compensation of Executive Officers
- ----------------------------------

Prior to November 16, 1995, the effective date of the merger (the "PSMI
Merger") of Public Storage Management, Inc. ("PSMI") into the Company (the
"Effective Date"), the Company did not pay cash compensation to its executive
officers (other than the directors' fees and expenses paid to Harvey Lenkin--see
"Compensation of Directors" below).

Prior to the Effective Date, the Company had an advisory contract with
Public Storage Advisers, Inc. (the "Adviser") pursuant to which the Company paid
advisory fees to the Adviser, and the Company had management agreements with
PSMI and Public Storage Commercial Properties Group, Inc. ("PSCP") pursuant to
which the Company paid fees to PSMI and PSCP. The Adviser, PSMI and (prior to
the Effective Date) PSCP were controlled by B. Wayne Hughes and members of his
family.

On the Effective Date, the Advisory Contract and the Management
Agreement were extinguished, and the Company became self-administered and
self-managed. Accordingly, beginning on the Effective Date, the Company began to
pay cash compensation to its executive officers.

The following table sets forth certain information concerning the annual
and long-term compensation paid to (i) B. Wayne Hughes, the Company's Chief
Executive Officer and the four most highly compensated persons who were
executive officers of the Company on December 31, 1997 (the "Named Executive
Officers") for 1997 and 1996 and (ii) B. Wayne Hughes for 1995 for the period
beginning on the Effective Date and ending on December 31, 1995 (the Company has
no executive officer who earned $100,000 or more from the Company for such
period).

Summary Compensation Table (1)

Long-Term
Annual Compensation Compensation
----------------------------------------------------- ------------
Securities
Name and Other Annual Underlying All Other
Principal Position Year Salary Bonus Compensation (2) Options (#) Compensation (3)
- ------------------ ---- ------ ----- ---------------- ----------- ----------------

B. Wayne Hughes 1997 $ 65,700(4) -- $28,600 -- $1,900
Chairman of the Board
and Chief Executive 1996 78,500(5) -- 23,900 -- 2,250
Officer
1995 10,100(6) -- -- -- --

Harvey Lenkin 1997 246,300(7) 150,500 (8) -- 4,700
President
1996 248,050(9) 150,500 (8) 95,000 4,300

Marvin M. Lotz 1997 199,000 150,500 (8) -- 4,700
Senior Vice President
1996 199,000 150,500 (8) 135,000 4,300

David Goldberg 1997 175,000 150,500 (8) -- 4,700
Senior Vice President
and General Counsel 1996 175,000 150,500 (8) 95,000 4,300

A. Timothy Scott 1997 175,000 100,500 -- -- 4,700
Senior Vice President
and Tax Counsel 1996 29,200(10) 17,100 -- 50,000 800

- ----------------

(1) Includes compensation paid by the Company and certain affiliated entities
(PSBP and the Merged Public Storage REITs).

(2) Other Annual Compensation consists solely of use of a company car.

(3) All Other Compensation consists solely of employer contributions to the
Public Storage Profit Sharing Plan and Trust.

(4) Includes $60,000 paid by the Company (see "Employment Agreement" below)
and $5,700 paid by PSBP and the Merged Public Storage REITs.

(5) Includes $60,000 paid by the Company and $18,500 paid by PSBP and the
Merged Public Storage REITs.

(6) For the period November 16, 1995 through December 31, 1995. Includes
$7,500 paid by the Company and $2,600 paid by PSBP and the Merged Public
Storage REITs.

(7) Includes $191,900 of salary and $21,300 of directors' fees and meeting
fees (see "Compensation of Directors" below) paid by the Company and
$33,100 of salary paid by PSBP and the Merged Public Storage REITs.

(8) Value is not included because it did not exceed 10% of the annual salary
and bonus of the individual for the years indicated.

(9) Includes $124,400 of salary and $23,050 of directors' fees and meeting
fees paid by the Company and $100,600 of salary paid by PSBP and the
Merged Public Storage REITs.

(10) For the period November 1, 1996 through December 31, 1996.

No options to purchase shares of Common Stock were granted to the Named
Executive Officers during 1997.

The following table sets forth certain information concerning exercised
and unexercised options held by the Named Executive Officers at December 31,
1997.

Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values

Number of Value of Unexercised
Shares Securities Underlying In-the-Money
Acquired Value Unexercised Options Options at
Name on Exercise(#) Realized($) at December 31, 1997 December 31, 1997(1)
---- -------------- ----------- -------------------------- --------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------

B. Wayne Hughes -- -- -- -- -- --

Harvey Lenkin -- -- 56,666 68,334 $ 623,327 $ 616,673

Marvin M. Lotz 10,000 $196,250 92,500 95,000 1,130,625 870,000

David Goldberg -- -- 89,166 68,334 1,201,452 616,673

A. Timothy Scott -- -- 16,666 33,334 97,913 195,837

- --------------

(1) Based on closing price of $29.375 per share of Common Stock on December
31, 1997, as reported by the New York Stock Exchange. On September 28,
1998, the closing price per share of Common Stock as reported by the New
York Stock Exchange was $27.875.

Compensation of Directors
- -------------------------

Each of the Company's directors, other than B. Wayne Hughes, receives
director's fees of $19,000 per year plus $450 for each meeting attended. In
addition, each of the members of the Audit Committee (other than the chairman,
who receives $900 per meeting) receives $450 for each meeting of the Audit
Committee attended. The policy of the Company is to reimburse directors for
reasonable expenses. Directors who are not officers or employees of the Company
("Outside Directors") also receive grants of options under the Company's 1996
Stock Option and Incentive Plan (and B. Wayne Hughes, Harvey Lenkin and B. Wayne
Hughes, Jr. are eligible to receive grants of options and/or restricted stock
thereunder) as described below. Under the 1996 Stock Option and Incentive Plan,
each new Outside Director is, upon the date of his or her initial election to
serve as an Outside Director, automatically granted non-qualified options to
purchase 15,000 shares of Common Stock. In addition, after each annual meeting
of shareholders, each Outside Director then duly elected and serving is
automatically granted, as of the date of such annual meeting, non-qualified
options to purchase 2,500 shares of Common Stock, so long as such person has
attended, in person or by telephone, at least 75% of the meetings held by the
Board of Directors during the immediately preceding calendar year.

Employment Agreement
- --------------------

B. Wayne Hughes, the Chairman of the Board and Chief Executive Officer
of the Company, entered into an employment agreement with the Company in
November 1995 in connection with the PSMI Merger. This agreement is for a term
of five years (ending in November 2000) and provides for annual compensation of
$60,000.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company does not have a compensation committee. The Company's stock
option and incentive plans, under which executive officers are eligible to
receive options and/or restricted stock, are administered by the Audit
Committee. The members of the Audit Committee are Robert J. Abernethy and
William C. Baker.

Messrs. Hughes and Lenkin, who are executive officers of the Company,
are members of the Board of Directors. During 1997, Mr. Hughes was a director
and the chief executive officer of PSBP and Public Storage Properties XX, Inc.
("Properties 20"), one of the Merged Public Storage REITs (and during part of
1997, Mr. Hughes was a director and the chief executive officer of Public
Storage Properties XIV, Inc. ("Properties 14"), Public Storage Properties XV,
Inc. ("Properties 15"), Public Storage Properties XVI, Inc. ("Properties 16"),
Public Storage Properties XVII, Inc. ("Properties 17"), Public Storage
Properties XVIII, Inc. ("Properties 18") and Public Storage Properties XIX, Inc.
("Properties 19"), six of the Merged Public Storage REITs). PSBP does not have
(nor did Properties 14, Properties 15, Properties 16, Properties 17, Properties
18, Properties 19 or Properties 20 have) a compensation committee.

Certain Relationships and Related Transactions
- ----------------------------------------------

Mergers with Related Companies. During 1997 and 1998, seven of the
Merged Public Storage REITs were merged with and into the Company. The Company's
executive officers and members of their families received the following
consideration in six of these mergers:

Merger Consideration Received
by the Company's Executive
Officers and Family Members
-------------------------------
Shares of the
Name of Merged Date of Merger Company's
Public Storage REIT into the Company Common Stock Cash
------------------- ---------------- -------------- ------

Properties 14 April 11, 1997 37,272 --
Properties 15 April 11, 1997 139,096 $15,000
Properties 16 June 24, 1997 155,087 20,000
Properties 17 June 24, 1997 46,873 --
Properties 19 June 24, 1997 3,685 --
Properties 20 May 8, 1998 25,028 --

Each of these mergers was approved by the shareholders and the
disinterested directors of the respective Merged Public Storage REIT and the
disinterested directors of the Company.

On March 17, 1998, American Office Park Properties, Inc. ("AOPP"), a
subsidiary of the Company, merged into Public Storage Properties XI, Inc., which
was renamed PS Business Parks, Inc. ("PSBP"), pursuant to an Amended and
Restated Agreement and Plan of Reorganization dated as of December 17, 1997
among Public Storage Properties XI, Inc., AOPP and the Company. Concurrently
with the merger, PSBP exchanged 13 predominantly mini-warehouse properties for
11 commercial properties owned by the Company. In the merger, B. Wayne Hughes
received 113,931 shares of PSBP's common stock (formerly common stock series A)
in exchange for his shares of PSBP's common stock series B and C, and the other
executive officers of the Company received an aggregate of 18,030 shares of
PSBP's common stock in exchange for their shares of AOPP's common stock. In
addition, options to purchase shares of AOPP common stock held by executive
officers of the Company were assumed by PSBP in the merger and converted into
options to purchase an aggregate of 37,557 shares of PSBP's common stock. PSBP's
common stock (formerly common stock series A) is traded on the American Stock
Exchange.

Purchase of Partnership Interests from Affiliates. In March 1998, a
wholly-owned subsidiary of the Company acquired by merger the capital stock of
HFAC One, Inc. ("HFAC One") and HFAC Three, Inc. ("HFAC Three"), California
corporations which were owned by B. Wayne Hughes, trustee of B.W. Hughes Living
Trust. HFAC One and HFAC Three owned collectively equity interests in a total of
21 partnerships. The aggregate price for the capital stock of HFAC One and HFAC
Three was 853,700 shares of the Company's Common Stock. The transaction was
approved by the Company's disinterested directors.

The Company and B. Wayne Hughes are the general partners of Public
Storage Properties IV, Ltd., a California limited partnership ("Properties 4")
and Public Storage Properties V, Ltd., a California limited partnership
("Properties 5"). In September 1998, PS Orangeco, Inc. (a California corporation
in which the Company owns a 95% economic interest and B. Wayne Hughes and
members of his family own a 5% economic interest) acquired from B. Wayne Hughes
5,577 limited partnership units ("Units") in Properties 4 and 6,132 Units in
Properties 5 for an aggregate purchase price of $5,867,238 in cash, representing
B. Wayne Hughes' cost for such Units, including interest. The transaction was
approved by the disinterested directors of the Company.

Loans to Affiliates. In June 1998, the Company made an $11,000,000
unsecured loan bearing interest at 7.3% per annum, to Public Storage Properties,
Ltd. ("Properties 3"), a California limited partnership whose general partners
are the Company and B. Wayne Hughes. The term of the loan is one year, which may
be extended at Properties 3's option for up to four additional successive
one-year periods at the same interest rate. The proceeds of the loan were used
to make a partial prepayment on Properties 3's mortgage debt. The transaction
was approved by the Company's disinterested directors.

In July 1998, the Company made a $22,000,000 unsecured loan bearing
interest at 7.2% per annum, to Properties 4. The original term of the loan was
one year, with four one-year options at the same interest rate. The proceeds of
the loan were used to prepay Properties 4's then outstanding mortgage debt. The
transaction was approved by the Company's disinterested directors. The loan was
repaid in full in September 1998 from the proceeds of a new loan from a
commercial lender obtained by Properties 4.

Purchase of Property from Affiliate. In April 1998, the Company acquired
one mini-warehouse facility from a private limited partnership ("Affiliated
Partnership") whose general partners were B. Wayne Hughes and an affiliate of
Mr. Hughes for a purchase price of $6,380,000 consisting of cancellation of a
mortgage note of approximately $2.5 million and the balance of approximately
$3.9 million in cash. In connection with the acquisition, the general partners
of the Affiliated Partnership received approximately $11,000 in respect of their
general partner interest in accordance with the existing partnership agreement.
The transaction was approved by the disinterested directors of the Company and
the purchase price of the property was based on an independent appraisal of the
property.

REPORT OF THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE
ON EXECUTIVE COMPENSATION

Prior to the consummation of the PSMI Merger on November 16, 1995, the
Company was externally managed and therefore did not pay cash compensation to
its executive officers. Beginning on November 16, 1995, the Company became
self-administered and self-managed, and since that date the Company has paid
cash compensation to its executive officers.

As a self-administered and self-managed REIT, and subject to certain
considerations applicable to the Chief Executive Officer as discussed below, the
Company has determined to pay to its executive officers compensation deemed
appropriate in view of the nature of the Company's business, the performance of
individual executive officers, and the Company's objective of providing
incentives to its executive officers to achieve a level of individual and
Company performance that will maximize the value of shareholders' investment in
the Company. To those ends, the Company's compensation program consists of
payment of a base salary and, potentially, bonus compensation, and making
incentive awards of options to purchase Common Stock. Currently, grants of
options to executive officers are made under the 1996 Stock Option and Incentive
Plan (the "1996 Plan").

Cash Compensation. Base salary levels are based generally (other than in
the case of the Chief Executive Officer) on market compensation rates and each
individual's role in the Company. The Company determines market compensation
rates by reviewing public disclosures of compensation paid to executive officers
by other REITs of comparable size and market capitalization. Some of the REITs
whose executive compensation the Company considered in establishing the
compensation it pays to executive officers are included in the NAREIT Equity
Index referred to below under the caption "Stock Price Performance Graph."
Generally, the Company seeks to compensate its executives at levels consistent
with the middle of the range of amounts paid by REITs deemed comparable by the
Company.

The Chief Executive Officer's base compensation is established in his
employment agreement at $60,000 per year. The compensation paid to the Chief
Executive Officer is less than that paid to the chief executive officers of
other publicly traded REITs and reflects the judgment of the Board of Directors
and the Chief Executive Officer that the Chief Executive Officer's performance
is rewarded primarily through his significant equity stake in the Company.

The Company bases its payment of annual bonuses on corporate, business
unit and individual performance.

Equity-Based Compensation. The Company believes that its executive
officers should have an incentive to improve the Company's performance by having
an ongoing stake in the success of the Company's business. The Company seeks to
create this incentive by granting to appropriate executive officers stock
options that have an exercise price of not less than 100% of the fair market
value of the underlying stock on the date of grant, so that the executive
officer may not profit from the option unless the price of the Common Stock
increases. Options granted by the Company also are designed to help the Company
retain executive officers in that options are not exercisable at the time of
grant, and achieve their maximum value only if the executive remains in the
Company's employ for a period of years. The Company did not grant any options to
its executive officers during 1997. The number of options granted to individual
executive officers is based on a number of factors, including seniority,
individual performance, and the number of options previously granted to such
executive officer.

The 1996 Plan also authorizes the Company to compensate its executive
officers and other employees with grants of restricted stock. Restricted stock
would increase in value as the value of the Common Stock increased, and would
vest over time provided that the executive officer remained in the employ of the
Company. Accordingly, awards of restricted stock would serve the Company's
objectives of retaining its executive officers and other employees and
motivating them to advance the interests of the Company and its shareholders.
The Company did not grant any shares of restricted stock during 1997.

BOARD OF DIRECTORS AUDIT COMMITTEE

B. Wayne Hughes Robert J. Abernethy (Chairman)
Harvey Lenkin William C. Baker
B. Wayne Hughes, Jr.
Robert J. Abernethy
Dann V. Angeloff
William C. Baker
Thomas J. Barrack, Jr.
Uri P. Harkham

STOCK PRICE PERFORMANCE GRAPH

The graph set forth below compares the yearly change in the Company's
cumulative total shareholder return on its Common Stock for the five-year period
ended December 31, 1997 to the cumulative total return of the Standard and
Poor's 500 Stock Index ("S&P 500 Index") and the National Association of Real
Estate Investment Trusts Equity Index ("NAREIT Equity Index") for the same
period (total shareholder return equals price appreciation plus dividends). The
stock price performance graph assumes that the value of the investment in the
Company's Common Stock and each index was $100 on December 31, 1992 and that all
dividends were reinvested. The stock price performance shown in the graph is not
necessarily indicative of future price performance.

Comparison of Cumulative Total Return
Public Storage, Inc., S&P 500 Index and NAREIT Equity Index
December 31, 1992- December 31, 1997

PERFORMANCE GRAPH APPEARS HERE

MEASUREMENT PERIOD PUBLIC NAREIT
(FISCAL YEAR COVERED) STORAGE, INC. S&P 500 EQUITY
- --------------------- ------------- ------- ------

Measurement Pt. 12/31/92 $100.00 $100.00 $100.00

FYE 12/31/93 171.35 110.08 119.65

FYE 12/31/94 183.00 111.53 123.45

FYE 12/31/95 254.13 153.45 142.30

FYE 12/31/96 430.70 188.68 192.48

FYE 12/31/97 420.51 251.63 231.47

INDEPENDENT AUDITORS

The Board of Directors has selected Ernst & Young LLP, independent
auditors, to audit the accounts of the Company for the fiscal year ending
December 31, 1998.

It is anticipated that representatives of Ernst & Young, which has acted
as the independent auditors for the Company since the Company's organization,
will be in attendance at the Annual Meeting of Shareholders and will have the
opportunity to make a statement if they desire to do so and to respond to any
appropriate inquiries of the shareholders or their representatives.

ANNUAL REPORT

The Company has filed, for its fiscal year ended December 31, 1997, an
Annual Report on Form 10-K with the Securities and Exchange Commission, together
with applicable financial statements and schedules thereto. The Company will
furnish, without charge, upon written request of any shareholder as of September
11, 1998, who represents in such request that he or she was the record or
beneficial owner of the Company's shares on that date, a copy of the Annual
Report together with the financial statements and any schedules thereto. Upon
written request and payment of a copying charge of 15 cents per page, the
Company will also furnish to any shareholder a copy of the exhibits to the
Annual Report. Requests should be addressed to: Sarah Hass, Secretary, Public
Storage, Inc., 701 Western Avenue, Glendale, California 91201-2397.

EXPENSES OF SOLICITATION

The Company will pay the cost of soliciting Proxies. In addition to
solicitation by mail, certain directors, officers and regular employees of the
Company and its affiliates may solicit the return of Proxies by telephone,
telegram, personal interview or otherwise. The Company may also reimburse
brokerage firms and other persons representing the beneficial owners of the
Company's stock for their reasonable expenses in forwarding proxy solicitation
materials to such beneficial owners. Shareholder Communications Corporation, New
York, New York may be retained to assist the Company in the solicitation of
Proxies, for which Shareholder Communications Corporation would receive normal
and customary fees and expenses from the Company.

DEADLINES FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR
CONSIDERATION AT 1999 ANNUAL MEETING

Any proposal that a shareholder wishes to submit for inclusion in the
Company's Proxy Statement for the 1999 Annual Meeting of Shareholders ("1999
Proxy Statement") pursuant to SEC Rule 14a-8 must be received by the Company no
later than June 10, 1999. In addition, notice of any proposal that a shareholder
wishes to propose for consideration at the 1999 Annual Meeting of Shareholders,
but does not seek to include in the Company's 1999 Proxy Statement pursuant to
Rule 14a-8, must be delivered to the Company no later than August 25, 1999 if
the proposing shareholder wishes for the Company to describe the nature of the
proposal in its 1999 Proxy Statement as a condition to exercising its
discretionary authority to vote proxies on the proposal. Any shareholder
proposals or notices submitted to the Company in connection with the 1999 Annual
Meeting of Shareholders should be addressed to: Sarah Hass, Secretary, Public
Storage, Inc., 701 Western Avenue, Glendale, California 91201-2397.

OTHER MATTERS

The management of the Company does not intend to bring any
other matter before the meeting and knows of no other matters that are likely to
come before the meeting. If any other matters properly come before the meeting,
the persons named in the accompanying Proxy will vote the shares represented by
the Proxy in accordance with their best judgment on such matters.

You are urged to vote the accompanying Proxy and sign, date
and return it in the enclosed stamped envelope at your earliest convenience,
whether or not you currently plan to attend the meeting in person.

By Order of the Board of Directors

SARAH HASS, Secretary

Glendale, California
September 28, 1998

PUBLIC STORAGE, INC.

701 Western Avenue
Glendale, California 91201-2397

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby appoints B. Wayne Hughes and Harvey Lenkin, or
either of them, with power of substitution, as Proxies, to appear and vote, as
designated below, all the shares of Common Stock of Public Storage, Inc. held of
record by the undersigned on September 11, 1998, at the Annual Meeting of
Shareholders to be held on November 4, 1998, and any adjournments thereof.

In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER
DIRECTED. IN THE ABSENCE OF ANY DIRECTION, THE SHARES WILL BE VOTED FOR THE
ELECTION OF ALL NOMINEES LISTED ON THE REVERSE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
-----------

X Please mark votes as in this example.
- ---

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE TO
BOSTON EQUISERVE, SHAREHOLDER SERVICES DIVISION, P.O. BOX 9381, BOSTON, MA
02205-9381.

1. ELECTION OF DIRECTORS

Nominees: B. Wayne Hughes, Harvey Lenkin, B. Wayne Hughes, Jr., Robert J.
Abernethy, Dann V. Angeloff, William C. Baker, Thomas J. Barrack, Jr. and
Uri P. Harkham.

FOR WITHHELD
ALL FROM ALL
___ NOMINEES ___ NOMINEES

--- ------------------------------------
For all nominees except as noted above

2. Other matters: In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.

MARK HERE FOR ADDRESS CHANGE AND
NOTE AT LEFT _____

The undersigned acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement dated September 28, 1998.

Please sign exactly as your name appears. Joint owners should each sign.
Trustees and others acting in a representative capacity should indicate the
capacity in which they sign.

Signature: Date: Signature: Date:
----------------------------- --------------- --------------------------- --------------