EXHIBIT 2.2


              AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION


               AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (the "AMENDMENT
"), dated as of November 13, 1995, by and among Storage Equities, Inc. ("SEI"),
a California corporation, Public Storage, Inc. ("PSI"), a California
corporation, and Public Storage Management, Inc. ("PSMI"), a California
corporation.

                                   RECITALS

               A. The parties have entered into an Agreement and Plan of
Reorganization as of June 30, 1995 (the "AGREEMENT").

               B. Section 8.3(q) of the Agreement provides, as a condition to
closing, that SEI and the Special Committee receive an analysis demonstrating
compliance immediately following the Merger with the "5/50 Rule" (as defined in
the Agreement).

               C. In order to give greater assurance of such compliance, the
parties believe that it is in their best interests and the best interests of
their respective shareholders that the Agreement be modified as provided in this
Amendment.

               D. In connection with the Merger (as defined in the Agreement),
SEI, PSMI, PSI and the holders (the "Purchasers") of $68,000,000 aggregate
outstanding principal amount of notes of PSMI expect to enter into Note
Assumption and Exchange Agreements, dated as of November 13, 1995, pursuant to
which the Purchasers and SEI will agree to modify and restate the terms of such
notes in connection with the assumption of the obligations represented thereby
by SEI, with such assumption and modification to be facilitated by means of the
exchange of such notes for new notes to be issued by SEI.

               NOW, THEREFORE, the parties hereby agree as follows:

               1.   Section 4.1(a) of the Agreement is hereby amended to read 
in its entirety as follows :                              

                    (a)      At the Effective Time, by virtue of the Merger and 
                    without any action by holders thereof, the PSMI Shares     
                    shall be converted into the right to receive 30,000,000 SEI 
                    Common Shares (subject to adjustment pursuant to Section   
                    4.2) and 7,000,000 SEI Class B Shares (subject to the      
                    condition to issuance provided below). The SEI Common      
                    Shares shall be issued as of the Effective Time and the SEI 
                    Class B Shares shall be issued upon the later to occur of  
                    (i) January 2, 1996 or (ii) the date on which SEI shall    
                    have sold and issued securities providing a cumulative     
                    total of $50 million or more in additional shareholders'   
                    equity (exclusive of increases in shareholders' equity     
                    resulting from the Merger) from and after November 13,     
                    1995. The SEI Shares shall be allocated among the PSMI     
                    Shareholders in such proportions as they shall agree.       

               2.   The first paragraph of Section 4.8(a) of the Agreement is
hereby amended to read in its entirety as follows:        

                    (a)      Upon issuance, the SEI Class B Shares (the        
                    "INDEMNIFICATION SHARES") shall be deposited in escrow    
                    with Wells Fargo Bank, N.A., as escrow agent, or such other 
                    party may be agreed upon by the parties prior to Closing   
                    (the "INDEMNIFICATION ESCROW AGENT"), to be held and      
                    administered in accordance with the terms and conditions of 
                    an Indemnification and an Escrow Agreement (collectively,  
                    the "INDEMNIFICATION ESCROW AGREEMENT"). The              
                    Indemnification Shares                                      

 
                    shall be registered in the name of the PSMI Shareholders
                    owning such shares and shall be accompanied by stock powers
                    endorsed in blank.

               3.   Section 8.3(r) of the Agreement is hereby amended to read in
                    its entirety as follows:

                    (r)    The terms and covenants of any indebtedness for which
                    SEI shall become obligated by virtue of the Merger shall be
                    satisfactory to SEI (in this regard, SEI, PSMI, PSI and the
                    Purchasers shall have entered into one or more agreements in
                    form and substance reasonably satisfactory to SEI providing
                    for the assumption of the indebtedness represented by
                    $68,000,000 aggregate outstanding principal amount of notes
                    of PSMI and the exchange of such notes for new notes to be
                    issued by SEI, or they shall have made other satisfactory
                    arrangements regarding the assumption of such obligations by
                    SEI).

               4.   Other than as set forth in this Amendment, the Agreement
shall remain in full force and effect, notwithstanding Section 10.7 of the
Agreement.

               IN WITNESS WHEREOF, this Amendment has been executed and
delivered by the parties set forth below.

                   STORAGE EQUITIES, INC.
                   a California corporation


                   By: /s/OBREN B. GERICH
                     --------------------
                     Obren B. Gerich
                     Vice President


                   PUBLIC STORAGE, INC.,
                   a California corporation


                   By: /s/B. WAYNE HUGHES
                     --------------------
                     B. Wayne Hughes
                     President


                   PUBLIC STORAGE MANAGEMENT, INC.,
                   a California corporation


                   By: /s/B. WAYNE HUGHES
                     --------------------
                     B. Wayne Hughes
                     Director