AMENDMENT TO BYLAWS OF PUBLIC STORAGE, INC.
               ADOPTED BY THE SHAREHOLDERS OF PUBLIC STORAGE, INC.
                                 ON MAY 6, 1999


         RESOLVED:  That Article IV,  Section 3 of the  corporation's  Bylaws is
hereby amended to read as follows:

         "Section  3.  Number  and  Qualification  of  Directors.  The number of
         directors of the corporation  shall be not less than eight (8) nor more
         than fifteen  (15).  The exact  number of  directors  shall be ten (10)
         until changed,  within the limits  specified above, by a bylaw amending
         this  Section  3,  duly  adopted  by the board of  directors  or by the
         shareholders.  The indefinite number of directors may be changed,  or a
         definite number fixed without provision for an indefinite  number, by a
         duly  adopted  amendment  to the  articles  of  incorporation  or by an
         amendment to this bylaw duly adopted by the vote or written  consent of
         holders of a  majority  of the  outstanding  shares  entitled  to vote;
         subject,  however,  to such additional voting requirement or limitation
         as is imposed under applicable law in the case of an amendment reducing
         the number of directors to a number less than five (5)."


                                   Exhibit 3