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  [ ]

     Check the appropriate box:
     [ ] Preliminary proxy statement      [ ] Confidential, for Use of the 
                                              Commission Only (as permitted by 
                                              Rule 14a-6(e)(2))

     [X] Definitive proxy statement
     [ ] Definitive additional materials
     [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

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

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

Payment of filing fee (Check the appropriate box):
     [X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
         Item 22(a)(2) of Schedule 14A.

     [ ] $500  per  each party to the controversy  pursuant to Exchange Act Rule
         14a-6(i)(3).

     [ ] 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:
                ---------------------------------------
         (2)    Aggregate number of securities to which transaction applies:
                ---------------------------------------
         (3)    Per unit price or other underlying value of transaction computed
                pursuant to Exchange Act Rule 0-11:*
                ---------------------------------------
         (4)    Proposed maximum aggregate value of transaction:
                ---------------------------------------
         (5)    Total fee paid:
                ---------------------------------------

     [ ] 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:
                ---------------------------------------
         (2)    Form, schedule or registration statement no.:
                ---------------------------------------
         (3)    Filing party:
                ---------------------------------------
         (4)    Date filed:
                ---------------------------------------
- ----------
*Set forth the amount on which the filing fee is calculated and state how it was
 determined.


                             STORAGE EQUITIES, INC.

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                                NOVEMBER 13, 1995

         The  Annual  Meeting  of  Shareholders  of Storage  Equities,  Inc.,  a
California corporation (the "Company"), will be held at The Sheraton Grande, 333
South Figueroa  Street,  Los Angeles,  California,  on November 13, 1995, at the
hour of 1:30 p.m., 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 October 4, 1995 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
October 10, 1995


                             STORAGE EQUITIES, INC.

                      600 North Brand Boulevard, Suite 300

                         Glendale, California 91203-1241

                                 PROXY STATEMENT

                         ANNUAL MEETING OF SHAREHOLDERS

                                November 13, 1995

                                     GENERAL

         This Proxy Statement  (first mailed to shareholders on or about October
16, 1995) is  furnished  in  connection  with the  solicitation  by the Board of
Directors of Storage  Equities,  Inc. (the "Company") of proxies,  including the
enclosed  Proxy,  for use at the Company's  Annual Meeting of Shareholders to be
held at The Sheraton Grande, 333 South Figueroa Street, Los Angeles,  California
at 1:30 p.m. on November  13, 1995 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
October 4, 1995 (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
42,064,283 shares of Common Stock issued and outstanding.

         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                62            1980

               Harvey Lenkin                  59            1991

               Robert J. Abernethy            55            1980

               Dann V. Angeloff               59            1980

               William C. Baker               62            1991

               Uri P. Harkham                 47            1993

               Berry Holmes                   65            1980

               Michael M. Sachs               54            1980

         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 the  Board  and sole  Chief
Executive  Officer.  Mr. Hughes is a director of Public Storage  Advisers,  Inc.
(the "Adviser"),  the Company's  investment  adviser. He was Secretary of Public
Storage,  Inc. ("PSI"),  a developer and operator of  mini-warehouses,  from its
organization  in 1972, and Vice  President from 1974 until 1978,  when he became
President. Mr. Hughes became Chairman of the Board of PSI in 1989. He has been a
director  of  Public   Storage   Management,   Inc.   ("PSMI"),   the  Company's
mini-warehouse property manager, since July 1987. In 1989, he became Chairman of
the Board and  President of PSI  Holdings,  Inc.  ("PSH").  Mr.  Hughes has been
Chairman of the Board and a director of Storage Properties, Inc. ("SPI"), a real
estate investment trust whose investment adviser is an affiliate of the Adviser,
since  1989.  Mr.  Hughes  has been  Chairman  of the Board and Chief  Executive
Officer  since  1990 of Public  Storage  Properties  IX,  Inc.,  Public  Storage
Properties  X,  Inc.,  Public  Storage   Properties  XI,  Inc.,  Public  Storage
Properties  XII, Inc.,  Public  Storage  Properties  XIV,  Inc.,  Public Storage
Properties  XV, Inc.,  Public  Storage  Properties  XVI,  Inc.,  Public  Storage
Properties XVII, Inc.,  Public Storage  Properties  XVIII,  Inc., Public Storage
Properties  XIX, Inc.,  Public Storage  Properties XX, Inc., PS Business  Parks,
Inc.,  Partners  Preferred Yield,  Inc.,  Partners  Preferred Yield II, Inc. and
Partners Preferred Yield III, Inc. (collectively, the "Public Storage Properties
REITs"),  real estate  investment trusts organized by PSI. He has been active in
the real estate investment field for 25 years.


                                       2


         Harvey  Lenkin  became  President  and a  director  of the  Company  in
November  1991.  Mr. Lenkin is President  and a director of the Adviser.  He has
been President of the Public Storage Properties REITs since 1990. Mr. Lenkin has
been a director  of PSMI since  November  1978.  He was  President  of PSMI from
January 1978 until  September 1988, when he became Chairman of the Board of PSMI
and is an officer of PSI with overall  responsibility for investment banking and
investor relations.  In 1989, Mr. Lenkin became President and a director of SPI.
Mr. Lenkin has been a director of Public Storage  Commercial  Properties  Group,
Inc. ("PSCP"), the Company's commercial property manager, since June 1987.

         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  directors  of  Johns  Hopkins
University and of the Metropolitan  Transportation Authority and a former member
of the  board of  directors  of 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 PSI and its affiliates and SEI. Mr. Angeloff
is the  general  partner  of a limited  partnership  that owns a  mini-warehouse
developed  by PSI and managed by PSMI.  Mr.  Angeloff has been a director of the
Company since its organization. He is a director of Compensation Resource Group,
Datametrics    Corporation,     Nicholas/Applegate     Growth    Equity    Fund,
Nicholas/Applegate  Investment  Trust,  Royce Medical  Company,  Seda  Specialty
Packaging Corp. and SPI.

         William C. Baker became a director of the Company in November  1991. He
was a member of the Audit  Committee from 1992 until  December 1994.  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.  Since January 1992, he has been Chairman and Chief Executive Officer of
Carolina Restaurant Enterprises,  Inc., a franchisee of Red Robin International,
Inc.  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 Santa  Anita  Realty
Enterprises, Inc., Santa Anita Operating Company and Callaway Golf Company.

         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 and
Australia.

         Berry Holmes, a member of the Audit Committee,  is a private  investor.
Mr.  Holmes has been a director of the Company  since its  organization.  He was
president  and a director of Financial  Corporation  of Santa  Barbara and Santa
Barbara Savings and Loan Association  through June 30, 1984 and was a consultant
with Santa Barbara Savings and Loan Association  during the second half of 1984.
Mr. Holmes is a director of SPI.

         Michael  M.  Sachs  has  been  President  since  June  1990 of  Westrec
Financial,  Inc.,  a holding  company  formed to  acquire,  develop  and manage,
through a subsidiary,  recreational properties.  Mr. Sachs was Vice President of
the predecessor to Westrec Financial,  Inc. for the prior two years. He has been
a director of the Company  since its  organization.  Mr. Sachs is President of a
professional  corporation that from 1982 to July 1985 was general counsel to PSI
and its  affiliates  and that  until June 1991 was of counsel to the law firm of
Sachs & Phelps,  then  counsel to the  Company,  the Adviser and PSI.  From 1985
until June 1990,  he was the  Executive  Vice  President,  

                                        3


director  and  general  counsel of PSI.  Mr.  Sachs was a Vice  President  and a
director of PSMI from 1987 until June 1990.  He was  Executive  Vice  President,
director and general  counsel of PSH and  Executive  Vice  President of SPI from
1989 until June 1990. Mr. Sachs is a director of MMI Medical, Inc. and SPI.

Directors and Committee Meetings

         The Board of Directors  held 12 meetings and the Audit  Committee  held
three meetings during 1994.  Each of the directors  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 the periods that he served),
during 1994. 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  1994 Stock  Option Plan and the  Non-Director  Stock
Option  Sub-Plan of the Company's  1990 Stock Option Plan.  The Company does not
have a  compensation  or a  nominating  committee.  The Company has a 1990 Stock
Option  Plan,  consisting  of the  Non-Director  Stock  Option  Sub-Plan and the
Outside Director Stock Option Sub-Plan.  The Non-Director  Stock Option Sub-Plan
is administered by the Audit  Committee,  and the Outside  Director Stock Option
Sub-Plan is  administered  separately by B. Wayne Hughes and Harvey Lenkin.  The
Company  also has a 1994 Stock Option Plan,  which is also  administered  by the
Audit Committee.
























 
                                     4

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
  -----------------                                         ---------                   --------
                                                                                    
  Public Storage Partners, Ltd.,                            8,846,437                   21.0%
  a California limited partnership,
  Public Storage  Partners II, Ltd.,
  a California  limited  partnership,  
  Public Storage  Properties,  Ltd., 
  a California limited  partnership,  
  Public Storage Properties  IV,  Ltd.,  
  a  California  limited  partnership,   
  Public  Storage Properties  V, Ltd., 
  a California  limited  partnership, 
  PSMI,  PSI, B. Wayne  Hughes,
  B. Wayne Hughes,  Jr., Parker Hughes 
  Trust No. 2, Tamara L. Hughes 
  600 North  Brand  Boulevard,  
  Suite  300,  Glendale,   
  California  91203-1241,  
  PS Insurance  Company,  Ltd.,  a
  Bermuda  corporation  ("PSIC")  
  41 Cedar  Avenue  
  Hamilton, Bermuda (1)

  FMR Corp.                                                 5,052,555                   12.0%
  82 Devonshire Street
  Boston, Massachusetts 02109 (2)
- ---------------
<FN>

(1)     This information is as of October 4, 1995. The reporting  persons listed
        above (the "Reporting Persons") have filed a joint Schedule 13D, amended
        as of June 30,  1995.  The number of shares of Common Stock owned by the
        Reporting  Persons at October 4, 1995 includes 6,522 shares which can be
        acquired upon conversion of 3,875 shares of 8.25% Convertible  Preferred
        Stock which are beneficially owned by the Reporting Persons.  PSI is the
        general  partner of Public  Storage  Partners,  Ltd. and Public  Storage
        Partners II, Ltd.,  PSI and B. Wayne Hughes are the general  partners of
        Public Storage Properties,  Ltd., Public Storage Properties IV, Ltd. and
        Public Storage  Properties V, Ltd.,  and PSI is the sole  shareholder of
        PSIC and PSMI. PSH is the sole shareholder of PSI.  Substantially all of
        the stock of PSH is owned by B.  Wayne  Hughes  (as  trustee of the B.W.
        Hughes Living  Trust),  Tamara L. Hughes (an adult  daughter of B. Wayne
        Hughes)  and B. Wayne  Hughes,  Jr.  (an adult son of B. Wayne  Hughes).
        Pursuant  to a  resolution  of the Board of  Directors  of PSH, B. Wayne
        Hughes,  the President,  Chief Executive  Officer and a director of PSH,
        has the sole right to vote and dispose of the shares of the Company held
        by PSH directly or  indirectly  through its  wholly-owned  subsidiaries.
        Tamara  L.  Hughes  is the  trustee  of  Parker  Hughes  Trust No. 2, 


                                       5

 
        an irrevocable  trust for the benefit of a minor son of B. Wayne Hughes.
        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 disclaims beneficial ownership of the shares owned by B.
        Wayne  Hughes,  Jr.,  Parker Hughes Trust No. 2 and Tamara L. Hughes (an
        aggregate of 924,414  shares or  approximately  2.2% of the  outstanding
        shares as of  October  4,  1995).  Each of the other  Reporting  Persons
        disclaims  beneficial  ownership  of  the  shares  owned  by  any  other
        Reporting Person.

(2)     This  information  is as of September 28, 1995 and was obtained from FMR
        Corp. As of September 28, 1995, FMR Corp.  beneficially  owned 5,052,555
        shares  of  Common  Stock.   This  number  includes   4,797,200   shares
        beneficially  owned by  Fidelity  Management  & Research  Company,  as a
        result of its  serving  as  investment  adviser  to  various  investment
        companies  registered  under Section 8 of the Investment  Company Act of
        1940 and  certain  other funds  which are  generally  offered to limited
        groups of  investors;  255,255  shares  beneficially  owned by  Fidelity
        Management  Trust  Company,  as a result of its  serving  as  trustee or
        managing  agent  for  various  private  investment  accounts,  primarily
        employee benefit plans, and as investment adviser to certain other funds
        which are  generally  offered to limited  groups of  investors;  and 100
        shares beneficially owned by Fidelity International Limited, as a result
        of its  serving as  investment  adviser to various  non-U.S.  investment
        companies.  FMR Corp.  has sole  voting  power  with  respect to 211,155
        shares and sole  dispositive  power with  respect to  5,052,455  shares.
        Fidelity  International  Limited has sole voting and  dispositive  power
        with respect to the 100 shares it beneficially owns.

</FN>
















                                       6


Security Ownership of Management

         The  following  table  sets  forth  information  as of  October 4, 1995
concerning  the  beneficial  ownership of Common  Stock of each  director of the
Company  (including B. Wayne  Hughes,  the chief  executive  officer) and of all
directors and executive officers as a group:





                                                Shares of Common Stock:
                                                    Beneficially Owned (1)
                                                    Shares Subject to Options (2)
                                                    Shares Issuable Upon Conversion
                                                    of Convertible Preferred Stock (3)
                                                    ----------------------------------
                                                    Number
                                                    of Shares                   Percent
                                                    -----------------------------------
                                                                           

B. Wayne Hughes                                     7,922,023 (1)(4)             18.8%

Harvey Lenkin                                         582,590 (1)(5)              1.4%
                                                        5,000 (2)                   *
                                                        4,040 (3)                   *
                                                      --------                   ----
                                                      591,630                     1.4%

Robert J. Abernethy                                    65,591 (1)                 0.2%
                                                       20,833 (2)                   *
                                                      --------                   ----
                                                       86,4240.2%

Dann V. Angeloff                                       79,164 (1)(6)              0.2%
                                                          833 (2)                  *
                                                      --------                   ----
                                                       79,997                     0.2%

William C. Baker                                        10,000 (1)                  *
                                                        20,833 (2)                  *
                                                      --------                   ----
                                                       30,833                       *

Uri P. Harkham                                        475,116 (1)(7)              1.1%
                                                       10,833 (2)                   *
                                                      --------                   ----
                                                      485,949                     1.2%

Berry Holmes                                             5,100 (1)(8)               *
                                                        15,833 (2)                  *
                                                      --------                   ----
                                                        20,933                      *

Michael M. Sachs                                        39,982 (1)(9)               *
                                                         2,500 (2)                  *
                                                      --------                   ----
                                                        42,482                    0.1%

All Directors and Executive                          9,350,086 (1)(4)(5)(6)(7)   22.2%
  Officers as a Group                                          (8)(9)(10)
  (11 persons)                                         125,497 (2)                0.3%
                                                        15,570 (3)                  *
                                                    ----------                   ----
                                                     9,491,153                   22.5%

- -------------
<FN>
*     Less than 0.1%.

                                       7


(1)   Shares of Common Stock beneficially owned as of October 4, 1995. 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 October 4, 1995,  and portion of which
      will be vested  within 60 days of  October  4,  1995,  of shares of Common
      Stock  subject to options  granted to the named  individuals  or the group
      pursuant to the  Company's  1990 Stock  Option Plan and 1994 Stock  Option
      Plan.

(3)   Represents shares of Common Stock which can be acquired upon conversion of
      the shares of 8.25%  Convertible  Preferred  Stock which are  beneficially
      owned as of October 4, 1995 by the named individuals or the group.

(4)   Includes  1,358,742  shares held of record by the B.W. Hughes Living Trust
      as to which Mr. Hughes has voting and  investment  power,  1,387 and 1,383
      shares,  respectively,  held by custodians of IRAs for Mr. Hughes and Mrs.
      Kathleen Hughes as to which each has investment  power,  4,826 shares held
      by Mrs. Hughes as to which she has investment power and 29,469 shares held
      by Mrs.  Hughes as custodian  FBO Parker Hughes Trust dated March 7, 1991.
      Also  includes (i)  4,930,863  shares held of record by PSI,  (ii) 512,639
      shares  held of record by PSMI,  (iii)  300,000  shares  held of record by
      PSIC, (iv) 45,000 shares held of record by Public Storage Partners,  Ltd.,
      (v) 5,000 shares held of record by Public Storage  Partners II, Ltd., (vi)
      39,911 shares held of record by Public  Storage  Properties,  Ltd.,  (vii)
      274,675  shares held of record by Public  Storage  Properties IV, Ltd. and
      (viii) 418,128 shares held of record by Public Storage  Properties V, Ltd.
      PSI is the general  partner of Public  Storage  Partners,  Ltd. and Public
      Storage  Partners  II,  Ltd.;  PSI and B.  Wayne  Hughes  are the  general
      partners of Public Storage Properties, Ltd., Public Storage Properties IV,
      Ltd.  and  Public  Storage  Properties  V,  Ltd.,  and  PSI  is  the  sole
      shareholder  of  PSIC  and  PSMI.  PSH is the  sole  shareholder  of  PSI.
      Substantially  all of the  stock of PSH is owned by B.  Wayne  Hughes  (as
      trustee  of the B.W.  Hughes  Living  Trust),  Tamara L.  Hughes (an adult
      daughter of B. Wayne Hughes) and B. Wayne Hughes,  Jr. (an adult son of B.
      Wayne Hughes).  Pursuant to a resolution of the Board of Directors of PSH,
      B. Wayne Hughes, the President,  Chief Executive Officer and a director of
      PSH,  has the sole right to vote and  dispose of the shares of the Company
      held by PSH directly or indirectly through its wholly-owned subsidiaries.

(5)   Includes  1,000 and 700 shares,  respectively,  held by custodians of IRAs
      for Mr. Lenkin and Mrs. Lenkin as to which each has investment  power, 300
      shares held by Mrs. Lenkin and 500 shares held by Mrs. Lenkin as custodian
      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.

(6)   Includes  5,000  shares  held by a custodian  of an IRA for Mr.  Angeloff,
      2,000 shares held by Mr. Angeloff as trustee of Angeloff  Children's Trust
      and 70,164  shares  held by Mr.  Angeloff  as trustee of  Angeloff  Family
      Trust.

(7)   Includes  76,400 shares held by Mr. Harkham as trustee of Jonathan  Martin
      Profit Sharing Plan, 371,179 shares held by Harkham Industries,  Inc. (dba
      Jonathan Martin,  Inc.), a corporation wholly owned by Mr. Harkham,  5,300
      shares held by Mr. Harkham as trustee of Uri Harkham Trust,  13,172 shares
      held by Jonathan  Martin,  Inc.  Employee Profit Sharing Plan, 650 and 690
      shares, respectively,  held by custodians of IRAs for Mr. Harkham and Mrs.
      Harkham as to which each has investment  power, and 1,525,  1,600,  1,500,
      1,600 and 1,500 shares, respectively, held by Mr. Harkham as custodian for
      five of his children.

(8)   Shares  held of record  by Mr.  and Mrs.  Holmes,  who  share  voting  and
      investment power.

(9)   Includes  9,444  shares  held of record by Michael  M. Sachs  Professional
      Corporation  Defined Benefit Pension Trust and 8,768 shares held of record
      by Michael M. Sachs  Self-Employed  Retirement Trust as to which Mr. Sachs
      has voting and  investment  power.  Also  includes 890 shares held by Mrs.
      Sachs and 2,000 shares held by a custodian for an IRA for Mrs. Sachs as to
      which Mrs. Sachs has investment power.

(10)  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.

</FN>


                                       8


         The  following  tables  set forth  information  as of  October  4, 1995
concerning  the  remaining  security  ownership of each  director of the Company
(including B. Wayne Hughes,  the chief  executive  officer) and of all directors
and executive officers of the Company as a group:




                         Shares of 8.25% Convertible                         Shares of 10% Cumulative
                         Preferred Stock                                     Preferred Stock, Series A
                         Beneficially Owned (1)                              Beneficially Owned (1)
                         ------------------------------                      ----------------------
                         Number                                              Number
                         of Shares               Percent                     of Shares               Percent
                         -------------------------------                     -------------------------------
                                                                                            
B. Wayne Hughes              --                    --                             --                    --

Harvey Lenkin               2,400 (1)(2)           0.1%                           --                    --

Robert J. Abernethy          --                    --                             --                    --

Dann V. Angeloff             --                    --                             --                    --

William C. Baker             --                    --                             --                    --

Uri P. Harkham               --                    --                             --                    --

Berry Holmes                 --                    --                             --                    --

Michael M. Sachs             --                    --                          1,000 (1)(4)              *

All Directors and           9,250 (1)(2)(3)         0.4%                       2,460 (1)(3)(4)           0.1%
  Executive Officers
  as a Group
  (11 persons)







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

Harvey Lenkin         --                   --          40,000 (1)(5)          3.3%           --                --

Robert J. Abernethy   --                   --             --                   --            --                --

Dann V. Angeloff      --                   --             --                   --            --                --

William C. Baker      --                   --             --                   --            --                --

Uri P. Harkham        --                   --             --                   --            --                --

Berry Holmes          --                   --             --                   --            --                --

Michael M. Sachs      --                   --             --                   --         1,000 (1)(4)          *

All Directors and
  Executive Officers  4,000 (1)(3)         0.2%        40,000 (1)(5)          3.3%        1,000 (1)(4)          *
  as a Group
  (11 persons)

- -------------
<FN>

*     Less than 0.1%.

(1)   Shares of 8.25%  Convertible  Preferred  Stock,  10% Cumulative  Preferred
      Stock,  Series A, 9.20% Cumulative  Preferred Stock,  Series B, Adjustable
      Rate  Cumulative  Preferred  Stock,  Series C or 10% Cumulative  Preferred
      Stock, Series E, as 

                                       9


      applicable,  beneficially owned as of October 4, 1995. 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 100 shares held by Mrs. Lenkin and 300 shares held by Mrs. Lenkin
      as custodian for a son.

(3)   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.

(4)   Shares held of record by Michael M. Sachs Professional Corporation Defined
      Benefit  Pension  Trust as to which Mr.  Sachs has voting  and  investment
      power.

(5)   Shares held of record by 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.
</FN>



         As of October 4, 1995,  the  directors  and  executive  officers of the
Company  did not own any  shares of the  Company's  9.50%  Cumulative  Preferred
Stock,  Series D, 9.75%  Cumulative  Preferred  Stock,  Series F or  Convertible
Participating Preferred Stock.

         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 class of the Company's  equity  securities,  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,  1994,  (i) Uri P.  Harkham,  a director of the
Company,  filed  one  report  on  Form  4  which  disclosed  (in  addition  to a
transaction  that was timely reported) three  transactions  that were not timely
reported and (ii) Hugh W. Horne,  an executive  officer of the Company,  filed a
report on Form 5 which disclosed (in addition to  transactions  that were timely
reported) one transaction that was not timely reported.

                                  COMPENSATION

Compensation of Executive Officers

         The Company does not pay cash  compensation  to its executive  officers
(other  than  the  directors'  fees  and  expenses  paid to  Harvey  Lenkin--see
"Compensation of Directors" below).

         The Company has an advisory contract with the Adviser pursuant to which
the  Company  pays  advisory  fees  and  disposition  fees to the  Adviser.  See
"Advisory  Contract"  under  "Compensation   Committee  Interlocks  and  Insider
Participation  -- Certain  Relationships  and Related  Transactions"  below. The
Adviser is a  wholly-owned  subsidiary of PSI, and PSI is controlled by B. Wayne
Hughes (see  footnote  (4) to the first table under  "Election  of  Directors --
Security Ownership of Management" above).

         The Company has management  agreements with PSMI and PSCP,  pursuant to
which the Company pays fees to PSMI and PSCP. See "Management  Agreement"  under
"Compensation   Committee  Interlocks  and  Insider   Participation  --  Certain
Relationships and Related Transactions" below. PSMI and PSCP are subsidiaries of
PSI, and PSI is  controlled  by B. Wayne  Hughes (see  footnote (4) to the first
table under "Election of Directors -- Security Ownership of Management" above).


                                       10



         B. Wayne Hughes, the Company's Chief Executive Officer, is not eligible
to be granted  options under the Company's  1990 Stock Option Plan or 1994 Stock
Option Plan (see "Stock Option Plans" below).

         If the merger and restructure  described under "Compensation  Committee
Interlocks  and  Insider  Participation  -- Certain  Relationships  and  Related
Transactions  -- Proposed Merger and  Restructure" is consummated,  the Advisory
Contract and the  Management  Agreement  would be  extinguished  and the Company
would then begin to pay cash compensation to its executive officers.

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 (other than meetings of the Audit Committee  relating solely
to  administration  of the Company's 1990 Stock Option Plan or 1994 Stock Option
Plan).  The  policy of the  Company is to  reimburse  directors  for  reasonable
expenses.  Directors who are not affiliates of the Adviser ("Outside Directors")
also  receive  grants of options  under the 1994 Stock  Option  Plan (and Harvey
Lenkin is eligible to receive grants of options thereunder), as described below.
During 1994,  in connection  with  services as members of the special  committee
that considered the merger of the Company with Public Storage  Properties  VIII,
Inc.  ("Properties 8") (see "Certain  Relationships and Related  Transactions --
Mergers with Related Companies" below), Mr. Holmes (chairman), Mr. Baker and Mr.
Harkham  were paid $3,000,  $1,500 and $1,500,  respectively.  During  1995,  in
connection with services as members of the special committee that considered the
merger of the Company with Public Storage Properties VI, Inc.  ("Properties 6"),
Mr. Holmes  (chairman),  Mr. Baker and Mr. Harkham were paid $3,000,  $1,500 and
$1,500, respectively,  and in connection with services as members of the special
committee  that  considered  the  merger  of the  Company  with  Public  Storage
Properties VII, Inc. ("Properties 7"), Mr. Holmes (chairman),  Mr. Abernethy and
Mr. Baker were paid $3,000, $1,500 and $1,500, respectively.

Stock Option Plans

         1990 Stock Option Plan.  The Storage  Equities,  Inc. 1990 Stock Option
Plan consists of two  sub-plans:  the  Non-Director  Stock Option  Sub-Plan (the
"Non-Director  Sub-Plan") and the Outside  Director  Stock Option  Sub-Plan (the
"Outside Director Sub-Plan").  The Non-Director  Sub-Plan provides for the grant
of  non-qualified  stock options to purchase  Common Stock of the Company to (i)
employees  of the  Company  (other than  directors),  and (ii)  consultants  and
advisers to the  Company  (including  the  Adviser),  managers of the  Company's
properties or affairs  (including  PSMI),  persons or entities  having a similar
relationship  to the Company,  and employees of any of the  foregoing  ("Service
Providers").  The Outside Director Sub-Plan provides for the grant of options to
Outside Directors.

         The total number of shares of Common Stock that may be issued under the
Non-Director  Sub-Plan  and the Outside  Director  Sub-Plan is an  aggregate  of
500,000 (subject to certain anti-dilution provisions).  Of these shares, no more
than 200,000 may be issued under the Outside Director  Sub-Plan.  Currently,  no
shares of Common Stock are available for additional  grants under the 1990 Stock
Option Plan. The exercise price for all options  granted under the  Non-Director
Sub-Plan and the Outside  Director  Sub-Plan is equal to the market price of the
underlying  shares on the date of grant.  Options granted under the Non-Director
Sub-Plan  and the  Outside  Director  Sub-Plan  vest on each of the first  three
anniversaries  of the date of grant at the rate of one-third per year and expire
generally  upon the earlier of (i) the fifth  anniversary of the date of vesting
of

                                       11


such  option,  or (ii)  the  thirtieth  day  after  the  date of the  optionee's
Termination of  Relationship  (as defined in the  Non-Director  Sub-Plan and the
Outside Director Sub-Plan) with the Company.  The Non-Director  Sub-Plan and the
Outside Director Sub-Plan will expire in the year 2000.

         On May 12, 1994,  options to purchase an aggregate of 90,000  shares of
Common  Stock  under the  Non-Director  Sub-Plan  were  granted to a total of 11
persons  (including  options to purchase an aggregate of 27,000 shares of Common
Stock granted to three  executive  officers of the Company) at an exercise price
of $15 per share.  During 1994, Outside Directors  exercised options to purchase
an aggregate of 18,333  shares of Common Stock at exercise  prices  ranging from
$8-1/8 to $9-3/8 per share, and executive officers exercised options to purchase
an aggregate of 49,333  shares of Common Stock at exercise  prices  ranging from
$8-1/8 to $9-5/8 per  share.  As of  December  31,  1994 there were  outstanding
options  under the 1990 Stock  Option Plan to purchase an  aggregate  of 397,334
shares of Common Stock held by 26 persons,  including (i) options to purchase an
aggregate of 86,667 shares of Common Stock held by Outside Directors at exercise
prices  ranging from $8-1/8 to $11-1/2 per share and (ii) options to purchase an
aggregate of 65,167  shares of Common  Stock held by  executive  officers of the
Company at exercise  prices  ranging from $8-1/8 to $15 per share.  Such options
expire between July 1996 and May 2002.

         1994 Stock Option Plan. Effective June 28, 1994, the Company's Board of
Directors adopted the Storage  Equities,  Inc. 1994 Stock Option Plan (the "1994
Plan"),  subject  to the  approval  of the  Company's  shareholders,  which  was
obtained at the 1994 annual meeting of shareholders on September 21, 1994. After
the  adjournment of the annual meeting,  the Board of Directors  adopted certain
technical amendments to the 1994 Plan effective September 21, 1994. The Board of
Directors adopted certain additional  amendments to the Plan on May 9, 1995. The
1994 Plan provides for the grant of incentive stock options, intended to qualify
as such under Section 422 of the Internal Revenue Code of 1986, as amended,  and
non-qualified stock options which do not so qualify.  The 1994 Plan provides for
the grant of options to purchase Common Stock of the Company to (i) employees of
the Company  (other than B. Wayne  Hughes) or of any  subsidiary of the Company,
(ii) Service Providers and (iii) Outside Directors.

         The total number of shares of Common Stock that may be issued under the
1994  Plan is an  aggregate  of  1,150,000  (subject  to  certain  anti-dilution
provisions).  The exercise price for all options  granted under the 1994 Plan is
equal to the market price of the underlying shares on the date of grant. Options
granted under the 1994 Plan vest on each of the first three anniversaries of the
date of grant at the rate of one-third  per year and expire  generally  upon the
earlier of (i) the tenth  anniversary  of the date of grant of such  option,  or
(ii)  the  thirtieth  day  after  the  date  of the  optionee's  termination  of
employment  or other  relationship  (as  described  in the 1994  Plan)  with the
Company.  There is no specified termination date for the 1994 Plan, which may be
terminated by the Board of Directors; however, no incentive stock options may be
granted under the 1994 Plan after June 28, 2004.

         Formula  Plan for  Outside  Directors.  Under the 1994  Plan,  each new
Outside  Director will, upon the date of his or her initial election to serve as
an Outside Director,  automatically be granted non-qualified options to purchase
15,000  shares of Common  Stock.  In  addition,  after  each  annual  meeting of
shareholders  (which included the 1994 annual  meeting),  each Outside  Director
then duly elected and serving will be 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.

                                       12


         On  September  21,  1994,  the  date  of the  1994  annual  meeting  of
shareholders  (after  the  adjournment  of the  annual  meeting),  non-qualified
options to purchase an  aggregate  of 115,500  shares of Common  Stock under the
1994 Plan were granted to a total of 29 persons at an exercise  price of $14-7/8
per share,  which included the following grants: (i) an option to purchase 2,500
shares of Common Stock granted to each Outside  Director  (Robert J.  Abernethy,
Dann V. Angeloff,  William C. Baker, Uri P. Harkham, Berry Holmes and Michael M.
Sachs),  (ii) an option to purchase  15,000  shares of Common  Stock  granted to
Harvey  Lenkin,  an  executive  officer  and  director  of the Company and (iii)
options to purchase an  aggregate of 22,500  shares of Common  Stock  granted to
three other executive  officers of the Company.  As of December 31, 1994, all of
such options were outstanding and all such options expire in September 2004.

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The Company does not have a compensation  committee.  The Company has a
1990 Stock Option Plan,  consisting of the Non-Director Sub-Plan and the Outside
Director  Sub-Plan.  Executive  officers  (other than directors) are eligible to
receive options under the  Non-Director  Sub-Plan,  which is administered by the
Audit Committee.  The members of the Audit Committee are Robert J. Abernethy and
Berry Homes (Wiliam C. Baker was a member of the Audit  Committee until December
1994).  The Outside  Director  Sub-Plan is  administered  separately by B. Wayne
Hughes and Harvey Lenkin.  The Company also has a 1994 Stock Option Plan,  under
which  executive  officers  (other than B. Wayne Hughes) are eligible to receive
options,  and the 1994  Stock  Option  Plan is also  administered  by the  Audit
Committee.

        Messrs.  Hughes and Lenkin,  who are executive  officers of the Company,
are members of the Board of  Directors.  Mr.  Hughes is a director and the Chief
Executive  Officer of the 15 Public Storage  Properties  REITs (and during 1994,
Mr.  Hughes was a director  and the Chief  Executive  Officer of  Properties  6,
Properties 7 and Properties 8). Mr. Hughes also is the Chief  Executive  Officer
and a director  of SPI,  of which Mr.  Lenkin is the  President  and a director.
Neither  SPI nor any of the 15  Public  Storage  Properties  REITs  has (nor did
Properties 6, Properties 7 or Properties 8 have) a compensation committee.

Certain Relationships and Related Transactions

         Advisory  Contract.  The  Adviser,  pursuant  to an  advisory  contract
originally  entered into in November  1980,  as amended and  restated  effective
September 30, 1991, and as further  amended (the "Advisory  Contract"),  advises
the  Company  with  respect  to  investments   and  administers  the  day-to-day
operations of the Company, subject to the supervision of the Board of Directors.

         Under the Advisory Contract, the Adviser is paid a monthly Advisory Fee
based on the Company's Adjusted Income per Share. The Advisory Fee is (i) 12.75%
of the Company's  Adjusted  Income per Share (as defined,  and after a reduction
for the  Company's  share of capital  improvements)  multiplied by the number of
shares of Common Stock outstanding as of September 30, 1991 (14,989,454  shares)
plus (ii) 6% of the Company's Adjusted Income per Share multiplied by the number
of shares of Common  Stock in excess of  14,989,454  shares of Common Stock plus
(iii) 6% of the dividends  paid with respect to the Company's  preferred  stock.
However,  the Advisory Contract provides that the Adviser is not entitled to its
Advisory Fee with respect to services  rendered during any quarter in which full
cumulative  dividends payable on the 10% Cumulative  Preferred Stock,  Series A,
the 9.20% Cumulative  Preferred Stock,  Series B, the Adjustable Rate Cumulative
Preferred Stock,  Series C, the 9.50% Cumulative  Preferred Stock, Series D, the
10%

                                       13



Cumulative  Preferred Stock,  Series E or the 9.75% Cumulative  Preferred Stock,
Series F have not been  paid or  declared  and  funds  therefor  set  aside  for
payment.

         In addition to the Advisory Fee, the Adviser is paid a Disposition  Fee
of 20% of the Total  Realized Gain  (generally  the sum of the gains realized by
the Company from the sale of assets (reduced by accumulated  depreciation)  less
the sum of losses from the sale of assets). In general, the Disposition Fee will
accrue  in  increments  as the  Company  disposes  of its  properties,  and  the
increment that accrues on each disposition will be 20% of the Realized Gain from
the  disposition.  However,  if the Company  experiences  Realized  Losses,  the
Realized  Losses will be offset against  Realized Gains from later  dispositions
for purposes of  computing  the amount of the  Disposition  Fee that will accrue
with respect to the subsequent dispositions.

         Payment of portions of the  Disposition Fee accrued after September 30,
1991 is deferred until, and made at, such time as cumulative  distributions from
all sources with respect to the Initial Shares (Common Stock sold by the Company
in its  original  public  offering  in  November  1980)  equal not less than (i)
$30,000,000  plus  (ii)  a  cumulative  return  of  6%  per  annum  on  Adjusted
Shareholders' Equity (generally  $30,000,000 reduced by distributions of sale or
financing proceeds with respect to the Initial Shares) from November 1980.

         The foregoing is subject to further limitations that will be imposed on
the  payment of the  Disposition  Fee if and at such times as the  Company has a
Total  Unrealized  Loss  (generally an aggregate  potential loss with respect to
unsold properties). In general, to prevent the Adviser from receiving payment of
a Disposition  Fee at a time when the Company's  total property  portfolio could
only be sold at an overall loss, the amount otherwise  payable to the Adviser at
any such time shall be reduced by 20% of the Total Unrealized Loss.

         The  Advisory  Contract  was  approved  by the  directors  who  are not
affiliated with the Adviser.  The Advisory Contract may be terminated (i) at any
time by either party upon 60 days' notice with or without cause,  or (ii) by the
Company upon written notice upon the occurrence of certain events.  The Advisory
Contract  is subject  to annual  renewals  with the  approval  of the  Company's
disinterested directors and, in certain circumstances, can be assigned by either
the Company or the Adviser. Upon (i) termination of the Advisory Contract, other
than under certain  circumstances,  or (ii) expiration of the Advisory  Contract
due to the Company's  refusal to agree to an extension of the Advisory  Contract
on the same terms,  the Adviser will be entitled to receive payments as follows:
(a) an amount equal to the accrued and unpaid  portion of the  Disposition  Fee,
less 20% of any  Total  Unrealized  Loss as of the date of  termination;  (b) an
amount  equal  to 20% of the  Total  Unrealized  Gain  (generally  an  aggregate
potential gain with respect to unsold properties) as of the date of termination,
less 20% of previously incurred Total Realized Loss if not taken into account in
computing  previously earned  Disposition Fee; and (c) an amount equal to 15% of
Adjusted  Income  (generally  the Company's  cash flow before  reduction of fees
payable to the Adviser)  from October 1, 1991 to the date of  termination  minus
the Advisory Fee paid from October 1, 1991 to the date of termination.

         During 1994,  approximately  $4,983,000 was paid in compensation to the
Adviser as Advisory  Fees.  In addition,  at December  31,  1994,  approximately
$108,000 was due to the Adviser in accrued Disposition Fees.

         Under the  Advisory  Contract,  the Company is required to bear all the
expenses of the Company's  operations  including the  compensation  of personnel
employed by the  Adviser and its 

                                     14


affiliates  (other than  executives  and their  secretarial  support  personnel)
involved in the business of the Company. Expenses may be incurred by the Adviser
and be reimbursed by the Company.

         The Adviser is a wholly-owned  subsidiary of PSI, and PSI is controlled
by B. Wayne  Hughes (see  footnote  (4) to the first table  under  "Election  of
Directors -- Security Ownership of Management"  above). Mr. Hughes is a director
of the  Adviser,  Mr.  Lenkin is President  and a director of the  Adviser,  and
certain of the other  officers of the Company are also directors and officers of
the Adviser.

         If the merger and restructure  described  below under "Proposed  Merger
and  Restructure"  is consummated,  the Advisory  Contract would be extinguished
(without a termination  payment other than the consideration paid in the merger)
and the  Company  would then  begin to pay cash  compensation  to its  executive
officers.

         Management  Agreement.  Public Storage  Management,  Inc., a California
corporation  ("PSMI"),  and Public Storage Commercial  Properties Group, Inc., a
California  corporation  ("PSCP"),  render property  operation  services for the
Company  pursuant  to  a  management  agreement  (as  amended,  the  "Management
Agreement").  Under the  Management  Agreement,  PSMI is paid a fee of 6% of the
gross revenues of the  mini-warehouse  spaces operated and PSCP is paid a fee of
5% of  the  gross  revenues  of  the  non-mini-warehouse  spaces  operated.  The
Management  Agreement was approved by the directors who are not affiliated  with
PSMI or PSCP.  During 1994, the Company  incurred fees of $7,587,230 to PSMI and
$767,670 to PSCP for operation of  properties  which are owned by the Company or
the  PSP   Partnerships   (as  defined  below  under   "Agreements  with  Public
Partnerships"), which are consolidated with the Company.

         For as long as the Management  Agreement is in effect, PSMI has granted
the Company a  non-exclusive  license to use two PSI  service  marks and related
designs,  including the "Public  Storage" name, in  conjunction  with rental and
operation of properties  operated  pursuant to the  Management  Agreement.  Upon
termination  of the Management  Agreement,  the Company would no longer have the
right to use the service marks and related designs except as noted below.

         The  Management  Agreement as amended in February 1995 (approved by the
Board of Directors in August 1994)  provides that (i) as to properties  directly
owned by the Company,  the  Management  Agreement  will expire in February 2002,
provided  that in February of each year it shall be  automatically  extended for
one year (thereby  maintaining  a seven year term) unless either party  notifies
the other that the Management Agreement is not being extended,  in which case it
expires,  as to such properties,  on the first anniversary of its then scheduled
expiration date; and (ii) as to properties in which the Company has an interest,
but  not  directly  owned  by  the  Company,  the  Management  Agreement  may be
terminated as to such  properties,  upon 60 days' written  notice by the Company
and upon seven years' notice by PSMI or PSCP, as the case may be. The Management
Agreement may also be  terminated at any time by either party for cause,  but if
terminated  for cause by the Company,  the Company  retains the right to use the
service marks and related designs until the then scheduled  expiration  date, if
applicable, or otherwise a date seven years after such termination.

         PSMI and PSCP are  subsidiaries  of PSI,  and PSI is  controlled  by B.
Wayne Hughes (see  footnote (4) to the first table under  "Election of Directors
- -- Security  Ownership of Management"  above). Mr. Hughes is a director of PSMI,
Mr. Lenkin is Chairman of the Board of PSMI and a director of PSCP,  and certain
of the other officers of the Company are also directors and officers of PSMI and
PSCP.

                                       15
  

         If the merger and restructure  described  below under "Proposed  Merger
and Restructure" is consummated, the Management Agreement would be extinguished.

         Agreement  On  Investment  Opportunities.  At any time and from time to
time the  Company  can invoke  its  rights  under the  Agreement  on  Investment
Opportunities, which (when invoked) provides that PSI and its affiliates may not
invest,  or  offer  to  others  the  opportunity  to  invest,  in  any  existing
mini-warehouse  unless the opportunity has been presented to and rejected by the
Company.

         Agreements With Public Partnerships.  Between 1982 and 1987, affiliates
of the  Adviser  sponsored  eight  limited  partnerships  registered  under  the
Securities  Act of 1933 (the "PSP  Partnerships")  that raised an  aggregate  of
approximately  $454,791,000 for investment in existing properties. In connection
with the PSP  Partnerships,  the Company entered into  participation  agreements
with seven of the PSP Partnerships  providing for joint  investments in existing
mini-warehouses  and business parks. The participation  agreements were approved
by the disinterested directors.

         Pursuant to the participation  agreements,  the properties in which the
Company invested with those PSP  Partnerships  were held in a number of separate
general  partnerships  comprised of a PSP Partnership  and the Company.  For tax
administrative  efficiency the original general  partnerships with the seven PSP
Partnerships were consolidated into a single general partnership for each of the
seven PSP Partnerships effective December 31, 1990. Although the PSP Partnership
is the managing  general  partner of the  respective  general  partnership,  the
Company,  at any time after seven years from the date the property was acquired,
may  compel a sale of the  property  for cash at not  less  than the  property's
independently  determined fair market value. In many instances, the Company paid
all or part of its share of the  purchase  price  for the  property  by  issuing
securities to the owner of the property.  Where the Company invested  securities
instead of paying cash, the Company's right to receive  distributions  from cash
flow and from sale or refinancing  proceeds generally is subordinated to a prior
return to the PSP Partnership.

         A substantial  portion of the investments of the seven PSP Partnerships
have been made with the participation of the Company.  The Company and the seven
PSP Partnerships  jointly  acquired 212 properties.  Since 1987, the Company has
not acquired any properties under the participation agreements.

         Mergers with Related Companies.  In September 1994, Properties 8 merged
with  and  into the  Company,  and the  outstanding  Properties  8 common  stock
(2,632,681  shares) was converted  into an aggregate of (i) 2,593,914  shares of
the Company's Common Stock and (ii) $17,341,000 in cash. Properties 8 was one of
18  finite-life  REITs  organized  by PSI  (which  include  the  Public  Storage
Properties  REITs,  Properties 8,  Properties 6 and Properties 7).  Properties 8
owned 23 mini-warehouses.  PSI and its affiliates had significant  relationships
with Properties 8, including ownership of approximately 28% of its common stock,
and received approximately 1,065,000 shares of the Company's Common Stock in the
merger. Prior to the merger, the Company had no ownership interest in Properties
8 or any of its properties.  The merger was approved by the shareholders and the
disinterested directors of the Company and Properties 8.

         In February  1995,  Properties 6 merged with and into the Company,  and
the outstanding  Properties 6 common stock (2,716,223 shares) was converted into
an  aggregate of (i)  3,147,015  shares of the  Company's  Common Stock and (ii)
$21,427,973 in cash.  Properties 6 was one of the finite-life REITs organized by
PSI.  Properties  6  owned  23  mini-warehouses.  PSI  and  its  affiliates  had
significant   relationships   with   Properties   6,   including   ownership  of
approximately  28% of its  
                                       16

common stock and received approximately 1,293,000 shares of the Company's Common
Stock in the merger.  Prior to the merger, the Company had no ownership interest
in  Properties  6 or any of its  properties.  The  merger  was  approved  by the
shareholders and the disinterested directors of the Company and Properties 6.

         In June 1995,  Properties 7 merged with and into the  Company,  and the
outstanding  Properties 7 common stock (3,806,491  shares) was converted into an
aggregate  of (i)  3,517,272  shares  of the  Company's  Common  Stock  and (ii)
$14,007,478 in cash.  Properties 7 was one of the finite-life REITs organized by
PSI.  Properties 7 owned 34 mini-warehouses and four business parks. PSI and its
affiliates had significant  relationships with Properties 7, including ownership
of approximately 28% of its common stock, and received  approximately  1,233,733
shares of the  Company's  Common Stock in the merger.  Prior to the merger,  the
Company had no ownership interest in Properties 7 or any of its properties.  The
merger was approved by the shareholders and the  disinterested  directors of the
Company and Properties 7.

         Proposed  Merger and  Restructure.  The  Company  has  entered  into an
Agreement  and Plan of  Reorganization  with PSI and PSMI,  dated as of June 30,
1995, pursuant to which PSMI would be merged with and into the Company. Prior to
the merger, substantially all of the United States real estate interests of PSI,
together  with the Adviser and PSCP,  will be combined with PSMI. In the merger,
the  outstanding  capital stock of PSMI would be converted  into an aggregate of
30,000,000 shares of Common Stock (subject to certain adjustments) and 7,000,000
shares of newly  created  Class B Common  Stock of the  Company  and the Company
would be renamed  "Public  Storage,  Inc." The merger was  approved by a special
committee of  disinterested  directors of the Company and by the Company's Board
of  Directors.  The  merger  is  subject  to a number of  conditions,  including
approval by the holders of the Company's Common Stock.

         The Public Storage  Properties  REITs have entered into an amendment to
their  management  agreements with PSMI which provides that upon demand from SEI
or PSMI made prior to December 15, 1995,  each of the Public Storage  Properties
REITs  agrees to prepay  (within 15 days  after such  demand) up to 12 months of
management fees (based on the management  fees for the comparable  period during
the calendar year immediately preceding such prepayment)  discounted at the rate
of 14% per year to compensate  for early payment.  The aggregate  amount of such
prepayment would be up to approximately $4,000,000.

         Acquisition of Partnership  Interests from PSI and Affiliates.  In June
and July 1994,  the Company  acquired,  in cash tender  offers,  35,106  limited
partnership  units  ("Units"),  at $281 per Unit,  in PS  Partners  V,  Ltd.,  a
California Limited Partnership ("PSP5"), one of the PSP Partnerships.  PSI owned
230 Units in PSP5 (which  Units had been  acquired by PSI for a cost of $243 per
Unit) and tendered those Units to the Company.

         In May 1995,  the Company  purchased  from PSI and B. Wayne  Hughes the
interest of B. Wayne Hughes relating to his general partner capital contribution
in each of the PSP  Partnerships.  The  aggregate  cost for these  interests was
$569,319 in cash.

         Mortgage Loans  Receivable  from  Affiliates.  During 1994, the Company
acquired an aggregate of $4,020,000  (face amount) of mortgage notes  receivable
for cash of $4,020,000 from unaffiliated  financial  institutions.  The mortgage
loans are secured by mini-warehouse facilities owned by the borrowers, which are
private  limited  partnerships  whose  general  partners are  affiliates  of the
Adviser  ("Affiliated  Partnerships").  The  transaction  was  approved  by  the
Company's disinterested directors.

                                       17
  

         Purchase of  Properties  from  Affiliates.  During 1994, in addition to
properties  acquired in the  Properties 8 merger and  properties  acquired  from
unaffiliated  parties,  the Company  acquired an aggregate of 18  mini-warehouse
facilities and one business park from Affiliated  Partnerships  for an aggregate
acquisition cost of $57,489,841, consisting of $25,189,709 in cash, cancellation
of mortgage notes totaling  $24,440,830 and assumption of mortgage notes payable
totaling  $7,863,302.  In  connection  with certain of these  acquisitions,  (i)
affiliates  of the  Adviser  received  payments  in  respect  of  their  limited
partnership interests in the Affiliated  Partnerships on the same terms as other
limited  partners or in respect of their general partner  interest in accordance
with the  existing  partnership  agreement,  (ii)  certain  advances  from those
affiliates  to the  Affiliated  Partnerships  were  repaid or  cancelled,  (iii)
certain of the Affiliated  Partnerships'  mortgage debt to PSI was paid off (and
in the case of one of these acquisitions, the Company took one of the properties
subject to an underlying note which was payable by PSI),  and/or (iv) affiliates
of the Adviser made  certain  voluntary  cash  contributions  to the  Affiliated
Partnerships.   In   connection   with  the   acquisition   of  three  of  these
mini-warehouse facilities, an affiliate of the Adviser received an approximately
10%  interest in the  properties  in respect of its  interest in the  Affiliated
Partnership,  and through February 1995, the properties were held by the Company
and the  affiliate  of the Adviser as  tenants-in-common,  and the Company had a
right of first  refusal in  connection  with that  affiliate's  interest  in the
properties. The Company acquired the remaining approximately 10% interest in the
properties  in  March  1995 for  approximately  $800,000  in cash.  All of these
transactions  were approved by the disinterested  directors of the Company,  and
the purchase  prices of properties  acquired from affiliates of the Adviser were
based on independent appraisals of the properties.

         During 1994, the Company or a subsidiary acquired an aggregate of three
mini-warehouse  facilities from unrelated third parties subject to participation
interests  owned  by  affiliates  of the  Adviser  (in  the  case  of one of the
properties,  the participation  interest was cancelled prior to the acquisition,
and the other two  participation  interests were acquired by the Company in 1995
as  described  below),  for  an  aggregate  cost  of  $7,839,151  in  cash.  The
transactions were approved by the disinterested directors of the Company.

         In January  1995,  the Company  acquired by merger the capital stock of
PSI Participation 1, Inc. ("PSP1 Inc."), a California  corporation owned by PSI.
PSP1  Inc.  owned  participation  interests  of up to 25%  in 12  mini-warehouse
facilities  (of which 10  facilities  had been  acquired by the Company  from an
unrelated third party in December 1993, subject to the respective  participation
interests,  and the other  two  facilities  were  subsequently  acquired  by the
Company   from  the   unrelated   third  party  in  March  1995  and  May  1995,
respectively).  The price  for the PSP1 Inc.  capital  stock was  $7,239,700  in
Common Stock  (515,739  shares based on the average  closing price of the Common
Stock  on the  NYSE  for a  specified  period  prior  to the  acquisition).  The
transaction  was  approved  by the  Company's  disinterested  directors  and was
subject to an  independent  review,  and the  issuance  of the shares to PSI was
approved by the Company's shareholders.

         In March 1995, the Company  acquired by merger the capital stock of PSI
Participation 3, Inc. ("PSP3 Inc."), a California corporation owned by PSI. PSP3
Inc.  owned  participation  interests  of  up to  25%  in  three  mini-warehouse
facilities  (which facilities had been acquired by the Company from an unrelated
third party in December 1993,  subject to these  participation  interests).  The
price for the PSP3 Inc.  capital stock was 82,715  shares of Common  Stock.  The
transaction  was  approved  by the  Company's  disinterested  directors  and was
subject to an independent review.

         In March 1995, the Company  acquired by merger the capital stock of PSI
Participation 5, Inc. ("PSP5 Inc."), a California corporation owned by PSI. PSP5
Inc. owned  participation  interests in two mini-warehouse  facilities (of which
one facility had been  acquired by the Company from an unrelated  third party in
September 1994, subject to the respective  participation interest, and the 

                                       18


other facility continues to be owned by a third party, subject to the respective
participation  interest).  The price for the PSP5 Inc. capital stock was 125,598
shares  of  Common  Stock.   The  transaction  was  approved  by  the  Company's
disinterested directors and was subject to an independent review.

         In March  1995,  the Company  acquired  by merger the capital  stock of
PSI/PSP6,  Inc. ("PSP6 Inc."), a California  corporation owned by PSI. PSP6 Inc.
owned  participation  interests  of up to 25% in two  mini-warehouse  facilities
(which  facilities  had been acquired by the Company or a subsidiary in November
1993 and February 1994,  respectively,  subject to the respective  participation
interests).  The price  for the PSP6 Inc.  capital  stock was  75,536  shares of
Common  Stock.  The  transaction  was  approved by the  Company's  disinterested
directors and was subject to an independent review.

         In June 1995,  the Company  acquired by merger the capital stock of PSI
Participation 4, Inc. ("PSP4 Inc."), a California corporation owned by PSI. PSP4
Inc.  owned  participation  interests  of  up to  25%  in  three  mini-warehouse
facilities (which facilities  continue to be owned by a third party,  subject to
the respective  participation  interests).  The price for the PSP4 Inc.  capital
stock was 204,834 shares of Common Stock.  The  transaction  was approved by the
Company's disinterested directors and was subject to an independent review.

         During 1995 (through  September  30,  1995),  in addition to properties
acquired  in the  Properties  6 merger and  Properties  7 merger and  properties
acquired  from  unrelated  parties,  the  Company  acquired an  aggregate  of 36
mini-warehouse   facilities  from  Affiliated   Partnerships  for  an  aggregate
acquisition cost of $120,107,000 consisting of $48,943,000 in cash, cancellation
of mortgage  notes  totaling  $14,996,000  (certain of these mortgage notes were
acquired  in 1994 as  described  above under  "Mortgage  Loans  Receivable  from
Affiliates") and assumption of mortgage notes payable totaling  $56,168,000.  In
connection  with certain of these  acquisitions,  (i)  affiliates of the Adviser
received  payments  in respect of their  limited  partnership  interests  in the
Affiliated  Partnerships  on the  same  terms as other  limited  partners  or in
respect of their  general  partner  interest  in  accordance  with the  existing
partnership  agreement,  (ii)  certain  advances  from those  affiliates  to the
Affiliated Partnerships were repaid or cancelled, and/or (iii) affiliates of the
Adviser  made  certain   voluntary   cash   contributions   to  the   Affiliated
Partnerships.  In  connection  with the  Company's  proposal to acquire three of
these mini-warehouse  facilities,  the Company extended the term of the mortgage
notes receivable.  The transactions were approved by the disinterested directors
of the  Company  and  the  purchase  prices  of the  properties  were  based  on
independent appraisals of the properties.

         The Company's  disinterested directors have approved the acquisition by
the Company of an aggregate of eight  mini-warehouse  facilities from Affiliated
Partnerships for an aggregate  acquisition  cost of  approximately  $28,008,000,
consisting of approximately  $9,473,000 in cash,  cancellation of mortgage notes
totaling  approximately  $9,847,000  and  assumption  of mortgage  notes payable
totaling  approximately  $8,688,000.  These  acquisitions are subject to certain
conditions. In connection with certain of these acquisitions,  (i) affiliates of
the  Adviser  would  receive  payments in respect of their  limited  partnership
interests  in the  Affiliated  Partnerships  on the same terms as other  limited
partners or in respect of their general partner  interest in accordance with the
existing partnership  agreement,  (ii) certain advances from those affiliates to
the  Affiliated  Partnerships  would  be  repaid  or  cancelled,   and/or  (iii)
affiliates of the Adviser would make certain voluntary cash contributions to the
Affiliated  Partnerships.  The purchase  prices of the  properties  are based on
independent appraisals of the properties.  The Company's disinterested directors
also  approved the  acquisition  by the Company,  for a cash  purchase  price of
approximately $1,515,000, of the mortgage note of $4,395,000 (face amount) which
is secured by one of these  mini-warehouse  facilities  (the 


                                       19

mortgage note would subsequently be cancelled in connection with the acquisition
by the Company of the mini-warehouse  facility). In connection with two of these
Affiliated Partnerships, the Company's disinterested directors also approved the
acquisition  by  the  Company,  pursuant  to a cash  tender  offer,  of  limited
partnership  interests  in  these  Affiliated  Partnerships,  for  an  aggregate
acquisition  cost  substantially   equivalent  to  the  cost  of  acquiring  the
respective mini-warehouse facilities.

         Purchase of Common  Stock By Officers and  Directors  Pursuant to Shelf
Registration  Statement.  The Company's directors have authorized the Company to
offer and sell shares of Common Stock  (collectively,  the "Director and Officer
Shares") pursuant to the prospectus included in the Company's shelf registration
statement on the  following  terms:  (i) the Director and Officer  Shares may be
offered and sold to any one or more of the  following  persons or entities:  (a)
any  director  or officer of the  Company (or any  corporation  or other  entity
controlled  by such  director or  officer),  (b) the Adviser or any  director or
executive  officer  thereof,  (c)  PSMI or any  director  or  executive  officer
thereof,  (d) PSCP or any director or executive officer thereof,  (e) PSI or any
director or executive  officer thereof and (f) the Public Storage Profit Sharing
Plan and Trust;  (ii) the number of  Director  and  Officer  Shares  that may be
offered  and sold to any one  person (or  entity)  is up to 1% of the  Company's
outstanding  shares  of  Common  Stock in a single  transaction;  and  (iii) the
purchase price per share is payable in cash and is equal to the average  closing
price  of the  Common  Stock on the NYSE  for a  specified  period  prior to the
closing of the sale of the shares.  The following  persons have purchased shares
of Common  Stock in 1994 and 1995 on the  terms  described  above:  (i) in March
1994,  Robert J. Abernethy,  a director of the Company,  purchased 12,925 shares
for an aggregate price of approximately  $200,014,  (ii) in March 1994,  Harkham
Industries,  Inc., a corporation  wholly-owned by Uri P. Harkham,  a director of
the Company,  purchased  32,311 shares for an aggregate  price of  approximately
$500,013,  (iii) in March 1994, B. Wayne Hughes, Jr., an officer of the Company,
purchased 64,621 shares for an aggregate price of approximately $1,000,010,  and
(iv) in March 1995, Robert J. Abernethy purchased 40,000 shares for an aggregate
price of $582,000.

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

         The Company does not have a compensation  committee.  The Company has a
Non-Director Sub-Plan (a sub-plan of the Company's 1990 Stock Option Plan) under
which executive officers (other than directors) are eligible to receive options,
and that sub-plan is  administered  by the Audit  Committee.  The members of the
Audit  Committee are Robert J. Abernethy and Berry Holmes (Wiliam C. Baker was a
member of the Audit Committee until December 1994).  The Company also has a 1994
Stock Option Plan,  under which executive  officers (other than B. Wayne Hughes)
are  eligible  to  receive  options,  and the  1994  Stock  Option  Plan is also
administered by the Audit Committee.

         The Company does not pay cash  compensation  to its executive  officers
(other than the directors' fees and expenses paid to Harvey Lenkin).

         The Company has an Advisory Contract with the Adviser pursuant to which
the Company pays advisory fees and disposition fees to the Adviser;  the Adviser
is controlled by B. Wayne Hughes,  the Company's  Chief Executive  Officer.  The
Advisory  Contract  is  subject  to annual  renewals  with the  approval  of the
Company's  disinterested  directors and was last renewed in September  1995. See
"Advisory  Contract"  under  "Compensation   Committee  Interlocks  and  Insider
Participation -- Certain Relationships and Related Transactions" above.


                                       20

 
         The Company also has management agreements with PSMI and PSCP, pursuant
to which the Company pays fees to PSMI and PSCP; PSMI and PSCP are controlled by
B. Wayne  Hughes.  See  "Management  Agreement"  under  "Compensation  Committee
Interlocks  and  Insider  Participation  -- Certain  Relationships  and  Related
Transactions" above.

         If the merger and restructure  described under "Compensation  Committee
Interlocks  and  Insider  Participation  -- Certain  Relationships  and  Related
Transactions  -- Proposed Merger and  Restructure" is consummated,  the Advisory
Contract and the  Management  Agreement  would be  extinguished  and the Company
would then begin to pay cash compensation to its executive officers.

         B.  Wayne  Hughes  is not  eligible  to be  granted  options  under the
Company's 1990 Stock Option Plan or 1994 Stock Option Plan.

         Non-Director  Sub-Plan  and 1994 Stock Option  Plan.  The  Non-Director
Sub-Plan (a sub-plan of the Company's  1990 Stock Option Plan)  provides for the
grant of non-qualified  stock options to purchase Common Stock of the Company to
(i) employees of the Company (other than  directors),  and (ii)  consultants and
advisers to the  Company  (including  the  Adviser),  managers of the  Company's
properties or affairs  (including  PSMI),  persons or entities  having a similar
relationship  to the Company,  and employees of any of the  foregoing  ("Service
Providers").  As of May  1994,  no shares of Common  Stock  were  available  for
additional  grants under the 1990 Stock Option Plan. For that reason,  effective
June 28, 1994, the Company's Board of Directors adopted the Company's 1994 Stock
Option  Plan  (the  "1994  Plan"),  subject  to the  approval  of the  Company's
shareholders,  which was obtained at the 1994 annual meeting of  shareholders on
September  21, 1994.  The 1994 Plan  provides  for the grant of incentive  stock
options,  intended to qualify as such under Section 422 of the Internal  Revenue
Code of 1986,  as  amended,  and  non-qualified  stock  options  which do not so
qualify.  The 1994 Plan  provides  for the grant of options to  purchase  Common
Stock of the  Company  to (i)  employees  of the  Company  (other  than B. Wayne
Hughes) or of any  subsidiary of the Company,  (ii) Service  Providers and (iii)
directors of the Company who are not affiliates of the Adviser. The Non-Director
Sub-Plan,  as continued by the 1994 Plan, is the Company's  long-term  incentive
plan for executive officers. The objective of the plan is to retain and motivate
executives to improve  long-term stock market  performance.  The purposes of the
Non-Director  Sub-Plan  and the  1994  Plan are to align  the  interests  of key
employees (including executive officers) and Service Providers with those of the
shareholders of the Company, to encourage a proprietary  interest in the Company
and to promote continuity of management.  The Non-Director Sub-Plan and the 1994
Plan are administered by the Audit Committee. The exercise price for all options
granted under the Non-Director Sub-Plan and the 1994 Plan is equal to the market
price of the underlying  shares on the date of grant.  Options granted under the
Non-Director  Sub-Plan  and the  1994  Plan  vest on  each  of the  first  three
anniversaries  of the date of grant at the rate of one-third  per year.  Options
granted under the Non-Director Sub-Plan expire generally upon the earlier of (i)
the  fifth  anniversary  of the  date of  vesting  of such  option,  or (ii) the
thirtieth day after the date of the optionee's  Termination of Relationship  (as
defined in the  Non-Director  Sub-Plan) with the Company.  Options granted under
the 1994 Plan expire generally upon the earlier of (i) the tenth  anniversary of
the date of grant of such option,  or (ii) the  thirtieth  day after the date of
the optionee's  termination of employment or other relationship (as described in
the 1994 Plan) with the Company. Because stock options are granted at the market
price of the underlying  shares on the date of grant, they provide incentive for
the creation of shareholder  value over the long term,  since the benefit of the
options cannot be realized  unless an appreciation in the price of the Company's
Common Stock occurs over the specified number of years.

         On May 12, 1994, the Audit Committee (upon management's recommendation)
granted  non-qualified options to a total of 11 persons to purchase an aggregate
of 90,000 shares of Common 

                                       21

Stock under the Non-Director Sub-Plan at an exercise price of $15 per share (the
market  price of the Common  Stock on the date of  grant),  which  included  the
following grants to three executive officers:  a grant to purchase 15,000 shares
to Ronald L. Havner,  Jr. (Vice  President  and Chief  Financial  Officer of the
Company),  and grants to  purchase  6,000  shares  each to Hugh W.  Horne  (Vice
President of the Company) and Obren B. Gerich (Vice President of the Company).

         On  September  21,  1994,  the  date  of the  1994  annual  meeting  of
shareholders (after the adjournment of the annual meeting),  the Audit Committee
(upon management's  recommendation)  granted non-qualified options to a total of
29 persons to purchase an aggregate of 115,500  shares of Common Stock under the
1994 Plan at an exercise  price of $14-7/8  per share (the  market  price of the
Common Stock on the date of grant),  which included the following grants to four
executive  officers:  a  grant  to  purchase  15,000  shares  to  Harvey  Lenkin
(President of the Company),  and grants to purchase  7,500 shares each to Ronald
L. Havner, Jr., Hugh W. Horne and Obren B. Gerich.

         On May 9, 1995, the Audit Committee (upon management's  recommendation)
granted  non-qualified options to a total of 29 persons to purchase an aggregate
of 212,500  shares of Common  Stock under the 1994 Plan at an exercise  price of
$16-3/8 per share (the market  price of the Common  Stock on the date of grant),
which  included  the  following  grants to four  executive  officers:  grants to
purchase 15,000 shares each to Harvey Lenkin,  Ronald L. Havner, Jr. and Hugh W.
Horne, and a grant to purchase 5,000 shares to Obren B. Gerich.

         The number of options  granted to  individual  executive  officers  was
based on a number of factors, including seniority,  individual performance,  and
the number of options previously granted to such executive officer.

                BOARD OF DIRECTORS                AUDIT COMMITTEE

                B. Wayne Hughes                   Robert J. Abernethy (Chairman)
                Harvey Lenkin                     Berry Holmes
                Robert J. Abernethy
                Dann V. Angeloff
                William C. Baker
                Uri P. Harkham
                Berry Holmes
                Michael M. Sachs





















                                       22

                          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, 1994 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, 1989 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
          Storage Equities, Inc., S&P 500 Index and NAREIT Equity Index
                      December 31, 1989 - December 31, 1994




                         PERFORMANCE GRAPH APPEARS HERE






   Measurement Period                STORAGE                                          NAREIT
   (Fiscal Year Covered)           EQUITIES, INC.            S&P 500                  EQUITY
   ---------------------           -------------             -------                  ------
                                                                           
Measurement Pt.-12/31/89           $  100.00                $  100.00               $  100.00
FYE 12/31/90                           66.62                    96.90                   84.65
FYE 12/31/91                           91.52                   126.42                  114.86
FYE 12/31/92                          107.81                   136.05                  131.62
FYE 12/31/93                          184.78                   149.76                  157.59
FYE 12/31/94                          197.34                   151.74                  162.49














                                       23

                              INDEPENDENT AUDITORS

         The  Board  of  Directors  has  selected  Ernst  &  Young,  independent
auditors,  to audit the  accounts  of the  Company  for the fiscal  year  ending
December 31, 1995.

         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, 1994, 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 October
4, 1995, who represents in such request that he or she was the 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,  Storage Equities, Inc., 600 North Brand
Boulevard, Glendale, California 91203-1241.

                            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 of the Adviser 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.

                  DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR
               PRESENTATION AT 1996 ANNUAL MEETING OF SHAREHOLDERS

         Any proposal that a shareholder  wishes to submit for consideration for
inclusion  in the  Company's  Proxy  Statement  for the 1996  Annual  Meeting of
Shareholders  must be  received  by the  Company  no later  than  July 1,  1996.
Shareholder  proposals  should be addressed to: Sarah Hass,  Secretary,  Storage
Equities,  Inc.,  600 North Brand  Boulevard,  Suite 300,  Glendale,  California
91203-1241.

                                  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.


                                       24

         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
October 10, 1995















                                       25

                             STORAGE EQUITIES, INC.
                            600 North Brand Boulevard
                         Glendale, California 91203-1241

           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 Storage Equities,  Inc. held
of record by the  undersigned  on  October 4,  1995,  at the  Annual  Meeting of
Shareholders to be held on November 13, 1995, 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
THE FIRST NATIONAL BANK OF BOSTON, SHAREHOLDER SERVICES DIVISION, P.O. BOX 1439,
BOSTON, MA 02105-1439



1.  ELECTION OF DIRECTORS

Nominees: B. Wayne Hughes, Harvey Lenkin, Robert J. Abernethy, Dann V. Angeloff,
William C. Baker, Uri P. Harkham, Berry Holmes and Michael M. Sachs.


       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 October 10, 1995.

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 _______