Public Storage Properties V Ltd – ‘10-K405’ for 12/31/96

As of:  Friday, 3/28/97   ·   For:  12/31/96   ·   Accession #:  202953-97-3   ·   File #:  0-09208

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [x] Reg. S-K Item 405                30    139K 
 2: EX-27       Financial Data Schedule                                1      6K 

10-K405   —   Annual Report — [x] Reg. S-K Item 405
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10-K405
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 [Fee Required]                                                          

For the fiscal year ended December 31, 1996                                     

or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]                                                   

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

Commission File Number 0-9208                                                   

PUBLIC STORAGE PROPERTIES V, LTD
--------------------------------
(Exact name of registrant as specified in its charter)

            California                                                95-3292068
-------------------------------                           ----------------------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)

701 Western Avenue                                              
           Glendale, California                                            91201
---------------------------------------                   ----------------------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code: (818) 244-8080              
                                      --------------

Securities registered pursuant to Section 12(b) of the Act:                     

NONE

Securities registered pursuant to Section 12(g) of the Act:                     

 Units of Limited Partnership Interest
 -------------------------------------
(Title of class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.                                       

Yes X No
     --   --

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference in Part III of this form 10-K or any amendment to the
form 10-K. [X]                                                                  

 DOCUMENTS INCORPORATED BY REFERENCE

NONE

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PART I
ITEM 1.  BUSINESS.                                                              
---------                                                     
General                                                                         
-------                                                                         

     Public Storage  Properties V, Ltd. (the  "Partnership")  is a publicly held
limited  partnership formed under the California Uniform Limited Partnership Act
in May 1978.  The  Partnership  raised  $22,000,000 in gross proceeds by selling
44,000  units  of  limited  partnership  interests  ("Units")  in an  interstate
offering  which  commenced  in March 1979 and  completed  in October  1979.  The
Partnership  was formed to engage in the business of  developing  and  operating
self-storage  facilities  offering  storage  space for personal and business use
(the "mini-warehouses").                                                        

     In 1995,  there were a series of mergers among Public  Storage  Management,
Inc. (which was the Partnership's mini-warehouse operator), Public Storage, Inc.
(which  was one of the  Partnership's  general  partners)  and their  affiliates
(collectively,  "PSMI"),  culminating in the November 16, 1995 merger (the "PSMI
Merger") of PSMI into Storage  Equities,  Inc., a real estate  investment  trust
("REIT")  organized as a  California  corporation.  In the PSMI Merger,  Storage
Equities,  Inc.  was renamed  Public  Storage,  Inc.  ("PSI")  and PSI  acquired
substantially  all of PSMI's United States real estate  operations  and became a
co-general  partner of the  Partnership  and the  operator of the  Partnership's
mini-warehouse properties.                                                      

     The  Partnership's  general partners are PSI and B. Wayne Hughes ("Hughes")
(collectively referred to as the "General Partners").  Hughes has been a general
partner of the Partnership since its inception.  Hughes is chairman of the board
and chief  executive  officer of PSI,  and Hughes and members of his family (the
"Hughes Family") are the major shareholders of PSI.                             

     The Partnership is managed and its investment  decisions are made by Hughes
and the  executive  officers and  directors of PSI. The limited  partners of the
Partnership  have no right to  participate  in the  operation  or conduct of its
business and affairs.                                                           

     The  Partnership's  objectives  are  to  (i)  maximize  the  potential  for
appreciation  in  value  of  the  Partnership's  properties  and  (ii)  generate
sufficient cash flow from operations to pay all expenses,  including the payment
of interest to Noteholders. All of the properties were financed in 1989.        

     The term of the  Partnership is until all properties  have been sold and in
any event, not later than December 31, 2038.                                    

Investments in Facilities                                                       
-------------------------                                                       

     At December 31, 1996,  the  Partnership  owned 15 properties  including one
business  park.  Nine of the  properties  are  located in  California,  three in
Florida and three in Georgia.  One of the  mini-warehouses,  the  Miami/Perrine,
Florida facility, was destroyed by Hurricane Andrew in August 1992, and will not
be reconstructed  (see Item 2 below). One property,  located in California,  was
sold in May 1982.                                                               

Mini-warehouse Properties                                                       
-------------------------                                                       

     Mini-warehouses are designed to offer accessible storage space for personal
and business use at a relatively  low cost. A user rents a fully  enclosed space
which is for the user's  exclusive  use and to which only the user has access on
an  unrestricted   basis  during  business  hours.   On-site  operation  is  the
responsibility  of resident  managers who are supervised by area managers.  Some
mini-warehouses  also  include  rentable  uncovered  parking  areas for  vehicle
storage.  Leases for  mini-warehouse  space may be on a long-term or  short-term
basis,  although typically spaces are rented on a month-to-month  basis.  Rental
rates vary according to the location of the property and the size of the storage
space.                                                                          

     Users of space in  mini-warehouses  include both  individuals and large and
small  businesses.  Individuals  usually employ this space for storage of, among
other  things,  furniture,  household  appliances,  personal  belongings,  motor
vehicles,  boats,  campers,  motorcycles and other household  goods.  Businesses
normally employ this space for storage of excess  inventory,  business  records,
seasonal goods, equipment and fixtures.                                         

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     Mini-warehouses  in which the Partnership has invested generally consist of
three to seven  buildings  containing an aggregate of between 350 to 750 storage
spaces, most of which have between 25 and 400 square feet and an interior height
of approximately 8 to 12 feet.                                                  

     The Partnership  experiences  minor seasonal  fluctuations in the occupancy
levels of  mini-warehouses  with occupancies higher in the summer months than in
the winter months. The Partnership  believes that these  fluctuations  result in
part from increased moving activity during the summer.                          

     The Partnership's  mini-warehouses  are geographically  diversified and are
generally  located in heavily  populated  areas and close to  concentrations  of
apartment  complexes,  single family  residences  and  commercial  developments.
However,  there may be  circumstances  in which it may be  appropriate  to own a
property  in a less  populated  area,  for  example,  in an area  that is highly
visible  from a major  thoroughfare  and  close to,  although  not in, a heavily
populated area. Moreover,  in certain population centers,  land costs and zoning
restrictions may create a demand for space in nearby less populated areas.      

     As with most other types of real estate,  the conversion of mini-warehouses
to  alternative  uses in  connection  with a sale or otherwise  would  generally
require  substantial  capital  expenditures.  However,  the Partnership does not
intend to convert its mini-warehouses to other uses.                            

Commercial Property                                                             
-------------------                                                             

     The Partnership  owns one commercial  property,  a business park located in
San Francisco, California.                                                      

Operating Strategies                                                            
--------------------                                                            

     The  Partnership's  mini-warehouses  are  operated by PSI under the "Public
Storage" name, which the Partnership believes is the most recognized name in the
mini-warehouse  industry.  The major  elements  of the  Partnership's  operating
strategies are as follows:                                                      

     *  CAPITALIZE ON "PUBLIC  STORAGE'S" NAME  RECOGNITION.  PSI, together with
        its predecessor,  has more than 20 years of operating  experience in the
        mini-warehouse business. PSI has informed the Partnership that it is the
        largest  mini-warehouse  facility operator in the United States in terms
        of both number of facilities and rentable space  operated.  PSI believes
        that its  marketing and  advertising  programs  improve its  competitive
        position in the market.  PSI's  in-house  Yellow Pages staff designs and
        places  advertisements in approximately  700 directories.  Commencing in
        early 1996, PSI began to experiment with a telephone  reservation system
        designed to provide added  customer  service.  Customers  calling either
        PSI's  toll-free  telephone  referral  system,  (800)  44-STORE,   or  a
        mini-warehouse facility are directed to PSI's reservation system where a
        trained  representative  discusses with the customer space requirements,
        price and  location  preferences  and also informs the customer of other
        products  and services  provided by PSI. As of December  31,  1996,  the
        telephone  reservation  system was supporting  rental activity at all of
        the Partnership's properties.  PSI's toll-free telephone referral system
        services  approximately 120,000 calls per month from potential customers
inquiring as to the nearest Public Storage mini-warehouse.      

     *  MAINTAIN HIGH OCCUPANCY LEVELS AND INCREASE  REALIZED RENTS.  Subject to
        market  conditions,  the Partnership  generally seeks to achieve average
        occupancy  levels in excess of 90% and to eliminate  promotions prior to
        increasing  rental  rates.   Average  occupancy  for  the  Partnership's
        mini-warehouses  has increased from 90% in 1995 to 92% in 1996. Realized
        monthly rents per occupied  square foot  increased  from $.76 in 1995 to
        $.78 in 1996. The Partnership has increased rental rates in many markets
        where it has achieved high occupancy  levels and eliminated or minimized
promotions.                                                     

     *  SYSTEMS AND CONTROLS. PSI has an organizational structure and a property
        operation system,  "CHAMP"  (Computerized Help and Management  Program),
        which links its corporate office with each mini-warehouse.  This enables
        PSI to obtain daily information from each  mini-warehouse and to achieve
        efficiencies   in  operations  and  maintain   control  over  its  space
        inventory,   rental  rates,  promotional  discounts  and  delinquencies.
        Expense management is achieved through  centralized payroll and accounts
        payable systems and a comprehensive property tax appeals department, and
        PSI has an extensive  internal  audit program  designed to ensure proper
handling of cash collections.                                   
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     *  PROFESSIONAL  PROPERTY  OPERATION.  In addition to the approximately 150
        support  personnel at the Public Storage  corporate  offices,  there are
        approximately   2,700  on-site   personnel  who  manage  the  day-to-day
        operations of the  mini-warehouses  in the Public Storage system.  These
        on-site personnel are supervised by approximately 110 district managers,
        15 regional  managers and three divisional  managers (with an average of
        13 years' experience in the  mini-warehouse  industry) who report to the
        president of the  mini-warehouse  property operator (who has 12 years of
        experience with the Public Storage organization).  PSI carefully selects
        and extensively  trains the operational and support personnel and offers
them a progressive career path. See "Property Operators."       

Property Operators                                                              
------------------                                                              

     The  Partnership's   mini-warehouse  properties  are  managed  by  PSI  (as
successor  to PSMI)  pursuant  to a  Management  Agreement.  Through  1996,  the
Partnership's  commercial  property  was  managed by Public  Storage  Commercial
Properties Group, Inc. ("PSCPG") pursuant to a Management Agreement.  In January
1997, American Office Park Properties, L.P. ("AOPPLP") became the manager of the
Partnership's  commercial property pursuant to the Management Agreement.  AOPPLP
is an operating  partnership  formed to own and operate  business parks in which
PSI has an approximate 85% economic  interest.  The general partner of AOPPLP is
PSCPG, now known as American Office Park Properties, Inc.                       

     Under the  supervision of the  Partnership,  PSI and AOPPLP  coordinate the
operation  of the  facilities,  establish  rental  policies  and  rates,  direct
marketing   activity  and  direct  the  purchase  of  equipment   and  supplies,
maintenance  activity and the selection and engagement of all vendors,  supplies
and independent contractors.                                                    

     PSI and AOPPLP engage, at the expense of the Partnership, employees for the
operation  of  the  Partnership's   facilities,   including  resident  managers,
assistant managers, relief managers, and billing and maintenance personnel. Some
or all of these  employees may be employed on a part-time  basis and may also be
employed by other persons, partnerships,  real estate investment trusts or other
entities owning facilities operated by PSI and AOPPLP.                          

     In the  purchasing of services  such as  advertising  (including  broadcast
media advertising) and insurance,  PSI and AOPPLP attempt,  to achieve economies
by  combining  the  resources  of  the  various  facilities  that  it  operates.
Facilities operated by PSI have historically  carried  comprehensive  insurance,
including fire, earthquake, liability and extended coverage.                    

     PSI and AOPPLP have developed systems for space  inventory,  accounting and
handling  delinquent  accounts,  including a  computerized  network  linking PSI
operated  facilities.  Each project manager is furnished with detailed operating
procedures and typically receives facilities  management training from PSI. Form
letters  covering a variety of  circumstances  are also  supplied to the project
managers.  A record of actions taken by the project managers when  delinquencies
occur is maintained.                                                            

     The Partnership's  facilities are typically advertised via signage,  yellow
pages,  flyers  and  broadcast  media  advertising  (television  and  radio)  in
geographic  areas in which many of the  Partnership's  facilities  are  located.
Broadcast  media and other  advertising  costs are charged to the  Partnership's
facilities located in geographic areas affected by the advertising. From time to
time,  PSI  and  AOPPLP  adopt  promotional  programs,  such as  temporary  rent
reductions, in selected areas or for individual facilities.                     

     For as long as the Management  Agreement between the Partnership and PSI is
in effect,  PSI has granted the Partnership 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  facilities  managed  pursuant to the
Management  Agreement.   Upon  termination  of  the  Management  Agreement,  the
Partnership  would no longer have the right to use the service marks and related
designs.  The  General  Partners  believe  that the loss of the right to use the
service marks and related  designs could have a material  adverse  effect on the
Partnership's business.                                                         

     The Management  Agreement between the Partnership and PSI provides that the
Management  Agreement  may be  terminated  without  cause upon 60 days'  written
notice by either party.  The Management  Agreement  between the  Partnership and
AOPPLP  provides that the  Management  Agreement  may be terminated  (i) without
cause upon 60 days written notice by the Partnership and upon seven years notice
by AOPPLP and (ii) at any time by either party for cause.                       
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Competition                                                                     
-----------                                                                     

     Competition  in the  market  areas in which  the  Partnership  operates  is
significant  and  affects  the  occupancy  levels,  rental  rates and  operating
expenses  of  certain  of  the  Partnership's  facilities.  Competition  may  be
accelerated  by any increase in  availability  of funds for  investment  in real
estate. Recent increases in plans for development of mini-warehouses is expected
to further  intensify  competition  among  mini-warehouse  operators  in certain
market areas. In addition to competition from  mini-warehouses  operated by PSI,
there are three other national firms and numerous  regional and local operators.
The Partnership believes that the significant operating and financial experience
of PSI and the "Public Storage" name,  should enable the Partnership to continue
to compete effectively with other entities.                                     

Other Business Activities                                                       
-------------------------                                                       

     A corporation owned by the Hughes Family reinsures  policies against losses
to goods stored by tenants in the Partnership's mini-warehouses. The Partnership
believes that the availability of insurance  reduces the potential  liability of
the  Partnership to tenants for losses to their goods from theft or destruction.
This  corporation  receives the premiums and bears the risks associated with the
insurance.                                                                      

     A  corporation,  in which PSI has a 95%  economic  interest  and the Hughes
Family has a 5% economic interest,  sells locks, boxes and tape to tenants to be
used in securing  their  spaces and moving their  goods.  PSI believes  that the
availability of locks, boxes and tape for sale promotes the rental of spaces.   

Employees                                                                       
---------                                                                       

     There are 48 persons  who  render  services  on behalf of the  Partnership.
These persons include resident managers,  assistant  managers,  relief managers,
district managers, and administrative  personnel. Some employees may be employed
on a part-time basis and may be employed by other persons,  Partnerships,  REITs
or other entities owning facilities operated by PSI.                            

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

     The following  table sets forth  information  as of December 31, 1996 about
properties owned by the Partnership:                                            

                                                        [Enlarge/Download Table]


                                                  Net             Number      Date                       
                                  Size of       Rentable            of         of           Completion   
            Location              Parcel          Area            Spaces    Purchase            Date     
-------------------------    --------------  ----------------  ----------  ---------------  -------------
           CALIFORNIA                                                                                    
                                                                                                         
Belmont                        2.74 acres      46,000 sq. ft       441       May 14, 1979     Dec. 1979  

Carson                         2.30 acres      43,000 sq. ft       390       Oct. 9, 1979     Jan. 1980  
   Carson Street                                                                                         

Palmdale                       3.48 acres      56,000 sq. ft.      461      July 31, 1979     Jan. 1980  

Pasadena                                                                                                 
   Fair Oaks                   2.17 acres      72,000 sq. ft       816      Aug. 24, 1979     Mar. 1980  

Sacramento                                                                                               
   Carmichael                  3.12 acres      45,000 sq. ft       450       Dec. 7, 1979     July 1980  

Sacramento (2)                                                                                           
   Florin                      3.99 acres      71,000 sq. ft       587      Mar. 30, 1979     June 1980  

San Jose Capitol Quimby        2.24 acres      36,000 sq. ft.      331      Nov. 21, 1979     July 1980  

San Jose                                                                                                 
   Felipe                      1.60 acres      52,000 sq. ft.      453       Oct. 9, 1979     Dec. 1980  

So. San Francisco                                                                                        
   Spruce (3)                  3.03 acres      60,000 sq. ft.      391      June 27, 1979     Nov. 1980  

            FLORIDA                                                                                      
Miami                                                                                                    
   Perrine (1)                 4.28 acres           -                0       May 31, 1979     Jan. 1980  

Miami                                                                                                    
   27th Ave.                   3.07 acres      62,000 sq. ft.      620      Oct. 11, 1979      May 1980  

Miami                                                                                                    
   29th                        1.82 acres      35,000 sq. ft.      317        May 1, 1979     Oct. 1979  

            GEORGIA                                                                                      
Atlanta                                                                                                  
   Montreal Road              3.14 acres       57,000 sq. ft.      477       July 9, 1979     June 1980  

Atlanta                                                                                                  
   Mountain Industrial Blvd.  3.10 acres       51,000 sq. ft.      467      Oct. 30, 1979    Sept. 1980  

Marietta-                                                                                                
   Cobb Parkway               3.61 acres       68,000 sq. ft.      608      Apr. 20, 1979     Oct. 1979  


(1)  In August 1992, the facility's  mini-warehouse  buildings were destroyed by
     Hurricane  Andrew.  The General Partners have decided that it would be more
     beneficial  to the  Partnership,  given the condition of the market area of
     the facility,  to cease operations and not to reconstruct the facility.  In
June 1996, the Partnership sold approximately 61% of the land.        
(2)  The project's net rentable area contains  office space or a combination  of
office and light industrial space.                                    
(3)  Business Park.                                                             
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     Substantially  all of the  Partnership's  facilities were acquired prior to
the time  that it was  customary  to  conduct  environmental  investigations  in
connection with property  acquisitions.  During 1995, the Partnership  completed
environmental  assessments  of its  properties  to  evaluate  the  environmental
condition of, and potential environmental liabilities of such properties.  These
assessments  were performed by an  independent  environmental  consulting  firm.
Based on the  assessments,  the Partnership  expensed  $27,000 in 1995 for known
environmental remediation requirements.                                         

     The properties are held subject to encumbrances which are described in this
report under Note 7 of the Notes to the  Financial  Statements  included in Item
14(a).                                                                          

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

No material legal proceeding is pending against the Partnership.      

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                   
---------------------------------------------------           

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 1996.                                                                

 PART II

ITEM 5.  MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED STOCKHOLDER     
MATTERS.                                                      
    ------------------------------------------------------------------

The Partnership has no common stock.                                  

     The Units are not listed on any national  securities  exchange or quoted on
the NASDAQ  System and there is no  established  public  trading  market for the
Units. Secondary sales activity for the Units has been limited and sporadic. The
General Partners monitor transfers of the Units (a) because the admission of the
transferee as a substitute  limited partner  requires the consent of the General
Partners under the Partnership's  Amended and Restated Certificate and Agreement
of  Limited  Partnership,  (b) in order to ensure  compliance  with safe  harbor
provisions  to  avoid  treatment  as a  "publicly  traded  partnership"  for tax
purposes,  and (c) because the General Partners have purchased  Units.  However,
the General Partners do not have  information  regarding the prices at which all
secondary  sale  transactions  in  the  Units  have  been  effectuated.  Various
organizations  offer  to  purchase  and  sell  limited   partnership   interests
(including  securities  of the  type  such  as the  Units)  in  secondary  sales
transactions.  Various  publications  such as The Stanger  Report  summarize and
report  information (on a monthly,  bimonthly or less frequent basis)  regarding
secondary sales  transactions in limited  partnership  interests  (including the
Units),  including the prices at which such  secondary  sales  transactions  are
effectuated.                                                                    

     Exclusive  of the  General  Partners'  interest in the  Partnership,  as of
December 31, 1996, there were approximately 1,614 record holders of Units.      

     In March 1997, Hughes commenced a cash tender offer to purchase up to 6,600
of the 44,000 outstanding Units at $459 per Unit.                               

     Distributions  to the general and limited  partners of all "Cash  Available
for Distribution"  have been made quarterly.  Cash Available for Distribution is
generally  funds from  operations  of the  Partnership,  without  deduction  for
depreciation,  but after  deducting  funds to pay or establish  reserves for all
other expenses (other than incentive  distributions  to the general partner) and
capital  improvements,  plus net  proceeds  from any  sale or  financing  of the
Partnership's  properties. In the third quarter of 1991, quarterly distributions
were  discontinued  to enable the  Partnership  to  increase  its  reserves  for
principal  repayments that commenced in 1991 and will continue  through 1999, at
which time the entire remaining principal balance will be payable.              

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ITEM 6.  SELECTED FINANCIAL DATA.                                               
-----------------------                                       

                                                        [Enlarge/Download Table]


For the Year                                                                                                                       
Ended December 31,                           1996               1995               1994               1993               1992      
-------------------------------         -------------      -------------       ------------       ------------        ------------ 
                                                                                                                                   
Revenues                                  $7,093,000         $6,746,000         $6,438,000         $6,099,000         $5,999,000   

Depreciation and                                                                                                                   
   amortization                              765,000            688,000            618,000            593,000            609,000   

Interest expense                           2,533,000          2,598,000          2,677,000          2,836,000          2,870,000   

Income before gain relating                                                                                                        
   to destroyed real estate                                                                                                        
   facility and sale of land               1,652,000          1,426,000          1,189,000            775,000            543,000   

Net income (1)                             1,665,000          1,426,000          1,189,000          2,144,000            543,000   

   Limited partners' share                 1,648,000          1,412,000          1,177,000          2,123,000            538,000   

   General partners' share                    17,000             14,000             12,000             21,000              5,000   

Limited partners'                                                                                                                  
   per unit data (2)                                                                                                               

Net income (1)                                37.45              32.09              26.75              48.25              12.23    

-----------------------------------------------------------------------------------------------------------------------------------
As of December 31,                                                                                                                 
-----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents               $  3,177,000       $  1,156,000      $     675,000       $  3,152,000       $  2,626,000   

Total assets                             $27,590,000        $21,137,000        $18,490,000        $18,211,000        $16,179,000   

Mortgage note payable                    $22,748,000        $23,196,000        $23,609,000        $25,441,000        $25,798,000   

(1)  Net income for 1993  includes a gain  relating to a  destroyed  real estate
     facility  totaling  $1,369,000  ($30.81  per  Unit).  Net  income  for 1996
     includes  a gain  relating  to a sale of land  totaling  $13,000  ($.30 per
Unit).                                                                
(2)  Per unit  data is based  on the  weighted  average  number  of the  limited
partnership units (44,000) outstanding during the period.             

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ITEM 7   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.                                                
         -----------------------------------------------------------------------

Results of Operations                                                           
---------------------                                                           

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995:          

     The  Partnership's net income was $1,665,000 in 1996 compared to $1,426,000
in 1995,  representing  an increase of  $239,000.  The  increase  was  primarily
attributable   to  an  increase  in  property  net   operating   income  at  the
Partnership's mini-warehouse facilities combined with decreased interest expense
and a $13,000 gain recognized on the sale of vacant land.                       

     During 1996,  property net  operating  income  (rental  income less cost of
operations,  management  fees paid to affiliates and  depreciation  expense) was
$3,756,000 in 1996 compared to $3,586,000 in 1995,  representing  an increase of
$170,000 or 5%.  This  increase  was  primarily  attributable  to an increase in
rental  income  at the  Partnership's  mini-warehouse  facilities  and  the  San
Francisco business park facility offset by increases in cost of operations and  
depreciation expense.                                                           

     Rental  income was  $6,589,000  in 1996  compared  to  $6,210,000  in 1995,
representing  an  increase  of  $379,000  or  6%.  The  increase  was  primarily
attributable to an increase in rental income at the Partnership's mini-warehouse
facilities  due primarily to an increase in rental  rates.  Rental income at the
San  Francisco  business  park  facility  increased  by $49,000 due to a 3 point
increase  in  occupancy.   The  weighted   average   occupancy  levels  for  the
mini-warehouse  and business park facilities were 92% and 94%  respectively,  in
1996 compared to 90% and 91%  respectively,  in 1995. The monthly  realized rent
per occupied  square foot for the  mini-warehouse  and business park  facilities
averaged  $.78 and  $1.17,  respectively,  in 1996  compared  to $.76 and $1.04,
respectively, in 1995.                                                          

     Other income  decreased  $47,000 in 1996 compared to 1995.  The decrease is
due to the recognition of $109,000 of business  interruption  insurance proceeds
in 1995,  offset by an increase in interest income of  approximately  $62,000 in
1996  compared to 1995.  The  increase  in interest  income in 1996 is due to an
increase in invested cash balances.                                             

     Dividend income from marketable  securities of affiliate  increased $15,000
in 1996  compared to 1995.  This increase is primarily due to an increase in the
weighted average number of shares owned in 1996 compared to 1995.               

     Cost of operations (including management fees paid to affiliates) increased
$132,000 or 7% to $2,068,000 in 1996 from  $1,936,000 in 1995. This increase was
primarily  attributable  to increases  in payroll,  property tax and repairs and
maintenance expenses.                                                           

     In 1995, the  Partnership  prepaid eight months of 1996  management fees on
its  mini-warehouse  operations (based on the management fees for the comparable
period during the calendar year immediately preceding the prepayment) discounted
at the rate of 14% per year to compensate for early payment. The Partnership has
expensed  the prepaid  management  fees during  1996.  The amount is included in
management  fees paid to affiliate in the  statements of income.  As a result of
the prepayment,  the Partnership saved approximately $22,000 in management fees,
based on the  management  fees that  would have been  payable  on rental  income
generated during 1996 compared to the amount prepaid.                           

     Interest   expense  was   $2,533,000  and  $2,598,000  in  1996  and  1995,
respectively,  representing  a  decrease  of $65,000  or 3%.  The  decrease  was
primarily a result of a lower average  outstanding loan balance in 1996 compared
to 1995.                                                                        

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YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994:          

     The  Partnership's net income was $1,426,000 in 1995 compared to $1,189,000
in 1994,  representing  an increase of  $237,000.  The  increase  was  primarily
attributable   to  an  increase  in  property  net   operating   income  at  the
Partnership's mini-warehouse facilities combined with decreased interest expense
and  partially  offset by  environmental  costs  incurred  on the  Partnership's
facilities in 1995 (see discussion below).                                      

     During 1995,  property net  operating  income  (rental  income less cost of
operations,  management  fees paid to affiliates and  depreciation  expense) was
$3,586,000 in 1995 compared to $3,515,000 in 1994,  representing  an increase of
$71,000 or 2%. This increase was primarily attributable to an increase in rental
income at the  Partnership's  mini-warehouse  facilities  partially  offset by a
decrease in rental  income at the San  Francisco  business  park facility and an
increase in cost of operations and depreciation expense.                        

     Rental  income was  $6,210,000  in 1995  compared  to  $6,012,000  in 1994,
representing  an  increase  of  $198,000  or  3%.  The  increase  was  primarily
attributable to an increase in rental income at the Partnership's mini-warehouse
facilities  due primarily to an increase in rental  rates.  Rental income at the
San  Francisco  business  park  facility  declined  by $31,000  due to a 4 point
decrease  in  occupancy.   The  weighted   average   occupancy  levels  for  the
mini-warehouse and business park facilities were 90% and 91%,  respectively,  in
1995 compared to 89% and 95%,  respectively,  in 1994. The monthly realized rent
per occupied  square foot for the  mini-warehouse  and business park  facilities
averaged  $.76 and  $1.04,  respectively,  in 1995  compared  to $.74 and $1.10,
respectively, in 1994.                                                          

     Other  income  increased  $14,000 in 1995  compared to 1994.  Other  income
includes  business  interruption  insurance  proceeds  (net of certain costs and
expenses of maintaining  the Miami  facility,  discussed below in the results of
operations  for the year ended  December  31,  1994),  relating to the  disposed
facility, of $109,000 and $87,000 in 1995 and 1994, respectively.               

     Dividend income from marketable  securities of affiliate  increased $96,000
in 1995 compared to 1994.  This increase was mainly  attributable to an increase
in the number of shares  owned in 1995  compared  to 1994 and an increase in the
dividend rate from $.21 to $.22 per quarter per share.                          

     Cost of operations (including management fees paid to affiliates) increased
$57,000 or 3% to $1,936,000 in 1995 from  $1,879,000 in 1994.  This increase was
primarily  attributable  to  increases  in payroll and  repairs and  maintenance
offset by a decrease in property tax expense.                                   

     Substantially  all of the  Partnership's  facilities were acquired prior to
the time  that it was  customary  to  conduct  environmental  investigations  in
connection with property  acquisitions.  During 1995, the Partnership  completed
environmental  assessments  of its  properties  to  evaluate  the  environmental
condition of, and potential environmental liabilities of such properties.  These
assessments  were performed by an  independent  environmental  consulting  firm.
Based on the  assessments,  the Partnership  expensed  $27,000 in 1995 for known
environmental remediation requirements.  Although there can be no assurance, the
Partnership  is not  aware  of  any  environmental  contamination  of any of its
property sites which  individually  or in the aggregate would be material to the
Partnership's overall business, financial condition or results of operations.   

     Interest   expense  was   $2,598,000  and  $2,677,000  in  1995  and  1994,
respectively,  representing  a  decrease  of $79,000  or 3%.  The  decrease  was
primarily a result of a lower average  outstanding loan balance in 1995 compared
to 1994.                                                                        

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

     Cash  flows  from  operating  activities  ($2,621,000  for the  year  ended
December 31, 1996) have been  sufficient to meet all current  obligations of the
Partnership.  During 1997, the Partnership anticipates approximately $759,000 of
capital improvements. During 1995, the Partnership's property operator commenced
a program to enhance the visual  appearance  of the  mini-warehouse  facilities.
Such  enhancements  will  include  new  signs,   exterior  color  schemes,   and
improvements  to the rental  offices.  Included in the 1997 capital  improvement
budget are estimated costs of $58,000 for such enhancements.                    

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     At December 31, 1996, the  Partnership  held 440,584 shares of common stock
(marketable  securities)  with  a  fair  value  totaling  $13,658,000  (cost  of
$5,283,000 at December 31, 1996) in Public Storage, Inc. (PSI). During 1996, the
Partnership recognized $388,000 in dividend income on these shares.             

     In November 1995, the Management Agreement was amended to provide that upon
demand from PSI or PSMI made prior to December 15, 1995, the Partnership  agreed
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.  In December 1995, the Partnership prepaid to PSI,
8 months of 1996  management  fees at a cost of  $229,000.  The  amount has been
amortized as management fees paid to affiliate during 1996.                     

     In June 1996, the Partnership sold approximately 61% of the Miami,  Florida
land for a net price of  $376,000  ($400,000  less  $24,000 of  selling  costs),
resulting in a $13,000 gain on the sale.  The buyer of the land has an option to
purchase the remaining 39% of the land for $450,000 (the Partnership's basis is 
$230,000 in such land).                                                         

     The  aggregate  amount of  distributions  paid to the  Limited  and General
Partners each year since inception of the Partnership were as follows:          

1979                   $   338,000              
1980                     1,281,000              
1981                     1,449,000              
1982                     4,455,000              
1983                     2,737,000              
1984                     3,187,000              
1985                     3,868,000              
1986                     4,046,000              
1987                     3,506,000              
1988                     3,211,000              
1989                    26,253,000              
1990                       438,000              
1991                       146,000              
1992                             -              
1993                             -              
1994                             -              
1995                             -              
1996                             -              

     Quarterly  distributions  were reduced in 1990 and discontinued in 1991, to
enable the Partnership to increase its cash reserves for principal payments that
commenced in 1991 and are  scheduled  to increase in  subsequent  years  through
1999, at which time the remaining principal balance is payable.                 

     During the third  quarter of 1987,  the limited  partners  recovered all of
their initial  investment thereby increasing the General Partners' share of cash
distributions from 8% to 25% (see Item 13).                                     

     During  1989,  the  Partnership  financed  all  of  its  properties  with a
$26,250,000  loan  with  fixed  interest  of  10.75%  per  annum.   Proceeds  of
$24,356,000  were  distributed  to the partners in June 1989 and are included in
the 1989  distribution.  In February 1994, the Partnership  made a prepayment of
principal totaling $1,530,000 on this note. As a result of the pre-payment,  the
monthly  payment of principal  and  interest  has been reduced from  $257,000 to
$242,000. At December 31, 1996, the outstanding balance of the mortgage note was
$22,748,000, which matures on June 1, 1999.                                     

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                           
--------------------------------------------                  

     The  Partnership's  financial  statements  are included  elsewhere  herein.
Reference is made to the Index to Financial  Statements and Financial  Statement
Schedule in Item 14(a).                                                         

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND        
FINANCIAL DISCLOSURE.                                         
 ---------------------------------------------------------------

None.                                                                 

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PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP.                  
---------------------------------------------------         

The Partnership has no directors or executive officers.               

     The Partnership's general partners are PSI and B. Wayne Hughes. PSI, acting
through its  directors and  executive  officers,  and Mr. Hughes manage and make
investment decisions for the Partnership.                                       

     The names of all directors and executive  officers of PSI, the offices held
by each of them with PSI, and their ages and business experience during the past
five years are as follows:                                                      

Name                              Positions with PSI            
--------------------         -------------------------------------------------- 
B. Wayne Hughes              Chairman of the Board and Chief Executive Officer  
Harvey Lenkin                President and Director                             
John Reyes                   Senior Vice President and Chief Financial Officer  
Hugh W. Horne                Senior Vice President                              
Obren B. Gerich              Senior Vice President                              
Marvin M. Lotz               Senior Vice President                              
David Goldberg               Senior Vice President and General Counsel          
A. Timothy Scott             Senior Vice President and Tax Counsel              
Sarah Hass                   Vice President and Secretary                       
Robert J. Abernethy          Director                                           
Dann V. Angeloff             Director                                           
William C. Baker             Director                                           
Uri P. Harkham               Director                                           

     B. Wayne Hughes,  age 63, a general partner of the Partnership,  has been a
director of PSI 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 was an officer and director
of affiliates of PSMI and a director of PSMI until November 1995. Mr. Hughes has
been  Chairman  of the Board and Chief  Executive  Officer  since 1990 of Public
Storage Properties XI, 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. and Public Storage Properties XX, Inc.  (collectively , the
"Public Storage  REITs"),  REITs that were organized by affiliates of PSMI. From
1989-90 until the respective  dates of merger,  he was Chairman of the Board and
Chief Executive  Officer of Public Storage  Properties VI, Inc.,  Public Storage
Properties  VII, Inc.,  Public Storage  Properties  VIII,  Inc.,  Public Storage
Properties  IX,  Inc.,  Public  Storage   Properties  X,  Inc.,  Public  Storage
Properties XII Inc., PS Business Parks,  Inc.,  Partners  Preferred Yield, Inc.,
Partners  Preferred  Yield II, Inc.,  Partners  Preferred  Yield III,  Inc., and
Storage  Properties,  Inc.  ("SPI")  (collectively,  the "Merged  Public Storage
REITs"),  affiliated REITs that were merged into PSI between  September 1994 and
December  1996. Mr. Hughes has been active in the real estate  investment  field
for over 25 years.                                                              

     Harvey Lenkin,  age 60, became  President and a director of PSI in November
1991.  Mr. Lenkin was an officer and director of PSMI and its  affiliates  until
November  1995. He has been President of the Public Storage REITs since 1990. He
was  President  of the  Merged  Public  Storage  REITs  from  1989-90  until the
respective  dates of merger and was also a director  of SPI from 1989 until June
1996.                                                                           

     John Reyes, age 36, a certified public accountant,  joined PSMI in 1990 and
was  Controller  of PSI from 1992  until  December  1996  when he  became  Chief
Financial  Officer.  He became a Vice  President  of PSI in November  1995 and a
Senior Vice President of PSI in December 1996.  From 1983 to 1990, Mr. Reyes was
employed by Ernst & Young.                                                      

     Hugh W. Horne,  age 52, has been a Vice President of PSI since 1980 and was
Secretary of PSI from 1980 until  February 1992 and became Senior Vice President
of PSI in November  1995. He was an officer of PSMI from 1973 to November  1995.
Mr. Horne has been a Vice  President of the Public  Storage REITs since 1993. He
was a Vice  President  of SPI from 1989 until June 1996 and of the other  Merged
Public  Storage  REITs from 1993  until the  respective  dates of merger.  He is
responsible for managing all aspects of property acquisition for PSI.           

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     Obren B.  Gerich,  age 58, a  certified  public  accountant  and  certified
financial planner, has been a Vice President of PSI since 1980 and became Senior
Vice  President of PSI in November 1995. He was Chief  Financial  Officer of PSI
until  November  1991.  Mr.  Gerich was an officer of PSMI from 1975 to November
1995. He has been Vice President and Secretary of the Public Storage REITs since
1990 and was Chief  Financial  Officer until  November 1995. Mr. Gerich was Vice
President and  Secretary of the Merged  Public  Storage REITs from 1989-90 until
the respective dates of merger.                                                 

     Marvin M. Lotz, age 54, has had overall responsibility for Public Storage's
mini-warehouse  operations  since 1988. He became a Senior Vice President of PSI
in  November  1995.  Mr.  Lotz was an  officer of PSMI with  responsibility  for
property acquisitions from 1983 until 1988.                                     

     David Goldberg,  age 47, joined PSMI's legal staff in June 1991,  rendering
services on behalf of the PSI and PSMI.  He became a Senior Vice  President  and
General  Counsel of PSI in November 1995 and Vice President and General  Counsel
of the Public Storage REITs in December 1995. From December 1982 until May 1991,
he was a partner  in the law firm of Sachs &  Phelps,  then  counsel  to PSI and
PSMI.                                                                           

     A. Timothy Scott, age 45, became a Senior Vice President and Tax Counsel of
PSI and Vice  President and Tax Counsel of the Public  Storage REITs in November
1996.  From June 1991  until  joining  PSI,  Mr.  Scott  practiced  tax law as a
shareholder of the law firm of Heller, Ehrman, White & McAuliffe, counsel to PSI
and PSMI. Prior to June 1991, his professional  corporation was a partner in the
law firm of Sachs & Phelps, then counsel to PSI and PSMI.                       

     Sarah Hass, age 41, became  Secretary of PSI in February 1992. She became a
Vice President of PSI in November  1995.  She joined PSMI's legal  department in
June 1991,  rendering  services  on behalf of PSI and PSMI.  From 1987 until May
1991,  her  professional  corporation  was a partner  in the law firm of Sachs &
Phelps,  then counsel to PSI and PSMI,  and from April 1986 until June 1987, she
was associated  with that firm,  practicing in the area of securities  law. From
September 1979 until  September  1985, Ms. Hass was associated with the law firm
of Rifkind & Sterling, Incorporated.                                            

     Robert J. Abernethy,  age 57, is President of American Standard Development
Company  and of  Self-Storage  Management  Company,  which  develop  and operate
mini-warehouses. Mr. Abernethy has been a director of PSI since its organization
in 1980.  He is a member of the board of directors of Johns  Hopkins  University
and of the Los  Angeles  County  Metropolitan  Transportation  Authority,  and a
former member of the board of directors of the  Metropolitan  Water  District of
Southern California.                                                            

     Dann V. Angeloff, age 61, is President of the Angeloff Company, a corporate
financial  advisory firm. The Angeloff Company has rendered,  and is expected to
continue to render,  financial  advisory and securities  brokerage  services for
PSI. Mr.  Angeloff is the general partner of a limited  partnership  that owns a
mini-warehouse  operated  by PSI and  which  secures  a note  owned by PSI.  Mr.
Angeloff  has been a director  of PSI since its  organization  in 1980.  He is a
director  of  Bonded  Motors  Inc.,  Compensation  Resource  Group,  Datametrics
Corporation,   Nicholas/Applegate   Growth   Equity   Fund,   Nicholas/Applegate
Investment  Trust,  Ready Pac  Produce,  Inc.,  Royce  Medical  Company and Seda
Specialty Packaging Corp. He was a director of SPI from 1989 until June 1996.   

     William C. Baker,  age 63, became a director of PSI in November 1991. Since
April 1996,  Mr.  Baker has been  Chairman  of the Board of Santa  Anita  Realty
Enterprises,  Inc.,  a REIT that owns the Santa Anita  Racetrack  and other real
estate  assets.  In  August  1996,  he  became  Chairman  of the Board and Chief
Executive  Officer of Santa Anita  Operating  Company,  which operates the Santa
Anita Racetrack through its subsidiary the Los Angeles Turf Club,  Incorporated.
From  April  1993  through  May  1995,  Mr.  Baker  was  President  of Red Robin
International,  Inc., an operator and franchiser 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
franchiser of fast food  restaurants in  California.  Mr. Baker is a director of
Callaway Golf Company.                                                          

     Uri P. Harkham, age 48, became a director of PSI 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.                                                                      

     Pursuant to Articles 16 and 17 of the Partnership's Amended Certificate and
Agreement  of  Limited  Partnership,   a  copy  of  which  is  included  in  the

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Partnership's  Registration  Statement  File No.  2-63247,  each of the  General
Partners continues to serve until (i) death, insanity, insolvency, bankruptcy or
dissolution, (ii) withdrawal with the consent of the other general partner and a
majority  vote of the limited  partners,  or (iii) removal by a majority vote of
the limited partners.                                                           

     Each  director of PSI serves  until he resigns or is removed from office by
the  shareholders  of PSI,  and may resign or be removed from office at any time
with or without cause. Each officer of PSI serves until he resigns or is removed
by the board of  directors  of PSI. Any such officer may resign or be removed at
any time with or without cause.                                                 

     There  have  been  no  events  under  any   bankruptcy   act,  no  criminal
proceedings,  and no judgments or injunctions  material to the evaluation of the
ability of any director or executive officer of PSI during the past five years. 

ITEM 11. EXECUTIVE COMPENSATION.                                                
-----------------------                                       

     The Partnership has no subsidiaries, directors or officers. See Item 13 for
a description of certain  transactions  between the  Partnership and its General
Partners and their affiliates.                                                  

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.        
--------------------------------------------------------------

 (a) At February 28, 1997, the following persons beneficially owned more
than 5% of the Units:                                         

                                                        [Enlarge/Download Table]


         Title                     Name and Address         Amount of Beneficial    Percent  
        of Class                 of Beneficial Owner             Ownership         of Class  
---------------------  -----------------------------------  ---------------------  ----------
                                                                                             
Units of Limited       Public Storage, Inc.                   21,221 Units (1)       48.2%   
Partnership Interest   701 Western Avenue                                                    
                       Glendale, California 91201                                            

Units of Limited       B. Wayne Hughes                        4,982 Units (2)        11.3%   
Partnership Interest   701 Western Avenue                                                    
                       Glendale, California 91201                                            

 (1)      Includes (i) 16,369 Units owned by PSI as to which PSI has sole voting
          and dispositive  power and (ii) 4,852 Units which PSI has an option to
          acquire (together with other  securities) from BWH Marina  Corporation
          II (a corporation wholly-owned by Hughes) and as to which PSI has sole
          voting power  (pursuant to an  irrevocable  proxy) and no  dispositive
power.                                                      

 (2)      Includes  (i)  130  Units  owned  by  BWH  Marina  Corporation  II,  a
          Corporation wholly-owned by Hughes, as to which Hughes has sole voting
          and  dispositive  power  and (ii)  4,852  Units  owned  by BWH  Marina
          Corporation  II as to which Hughes has sole  dispositive  power and no
          voting  power;  PSI  has an  option  to  acquire  these  Units  and an
 irrevocable proxy to vote these Units (see footnote 1 above).

     (b) The  Partnership  has no officers and directors.  The General  Partners
have  contributed  $222,222  to the capital of the  Partnership  and as a result
participate  in  the   distributions   to  the  limited   partners  and  in  the
Partnership's  profits  and  losses  in the same  proportion  that  the  General
Partners'  capital  contribution  bears  to  the  total  capital   contribution.
Information  regarding  ownership  of  Units  by PSI  and  Hughes,  the  General
Partners,  is set forth under section (a) above. Dann V. Angeloff, a director of
PSI,  beneficially  owns 27  Units  (0.06%  of the  Units).  The  directors  and
executive officers of PSI (including  Hughes),  as a group (13 persons),  own an
aggregate of 5,034 Units,  representing  11.4% of the Units (including the 4,982
Units beneficially owned by Hughes as set forth above).                         

     (c) The Partnership knows of no contractual arrangements,  the operation of
the terms of which may at a subsequent date result in a change in control of the
Partnership,  except for articles 16, 17 and 21.1 of the  Partnership's  Amended
Certificate and Agreement of Limited Partnership (the "Partnership  Agreement"),
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a copy of which is  included  in the  Partnership's  prospectus  included in the
Partnership's  Registration  Statement File No. 2-63247. Those articles provide,
in substance,  that the limited partners shall have the right, by majority vote,
to remove a general partner and that a general partner may designate a successor
with the  consent of the other  general  partner  and a majority  of the limited
partners.                                                                       

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                        
----------------------------------------------                
     The  Partnership  Agreement  provides  that the  General  Partners  will be
entitled  to  cash  incentive  distributions  in an  amount  equal  to (i) 8% of
distributions  of cash  flow from  operations  until  the  distributions  to all
partners from all sources equal their capital contributions;  thereafter, 25% of
distributions of cash flow from operations,  and (ii) 25% of distributions  from
net proceeds from sale and financing of the Partnership's  properties  remaining
after  distribution  to all  partners of any portion  thereof  required to cause
distributions to partners from all sources to equal their capital contributions.
The partners  received  distributions  equal to their capital  contributions  in
1987. The Partnership has not made any distributions  since the third quarter of
1991.                                                                           

     The Partnership  has a Management  Agreement with PSI pursuant to which the
Partnership  pays PSI a fee of 6% of the gross  revenues  of the  mini-warehouse
spaces operated for the  Partnership.  During 1996, the Partnership paid fees of
$132,000 to PSI pursuant to the Management Agreement.                           

     In November 1995, the Management Agreement was amended to provide that upon
demand from PSI or PSMI made prior to December 15, 1995, the Partnership  agreed
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.  In December 1995, the Partnership prepaid to PSI,
8 months of 1996  management  fees at a cost of  $229,000.  The  amount has been
amortized as management fees paid to affiliate during 1996.                     

     Through 1996, the  Partnerships'  commercial  property was managed by PSCPG
pursuant to a Management  Agreement  which  provides for the payment of a fee by
the Partnership of 5% of the gross revenues of the commercial space operated for
the Partnership.  During 1996, the Partnership paid $11,000 to PSCPG pursuant to
the  Management  Agreement.  PSI has a 95%  economic  interest  (represented  by
nonvoting  preferred  stock) in PSCPG and the Hughes  Family  had a 5%  economic
interest (represented by voting common stock) in PSCPG until December 1996, when
the Hughes Family sold its interest to Ronald L. Havner,  Jr.,  formerly  Senior
Vice  President  and  Chief  Financial  Officer  of PSI,  who  became  the Chief
Executive  Officer of PSCPG.  PSCPG issued additional voting common stock to two
unaffiliated investors.                                                         

     In January 1997, AOPPLP became the operator of the Partnership's commercial
property  pursuant  to  the  Management   Agreement.   AOPPLP  is  an  operating
partnership  formed  to own and  operate  business  parks  in  which  PSI has an
approximate 85% economic  interest.  The general partner of AOPPLP is PSCPG, now
known as American Office Park Properties, Inc.                                  

 PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.       
 ---------------------------------------------------------------

(a) List of Documents filed as part of the Report.              

        1.  Financial  Statements.  See  Index to  Financial  Statements
and  Financial  Statement Schedule.             

       2.  Financial  Statement  Schedules.  See  Index  to  Financial
Statements  and  Financial  Statement Schedule. 

3.  Exhibits:  See Exhibit Index contained below.       

      (b) Reports on Form 8-K:  No reports on Form 8-K were filed during the
last quarter of fiscal 1996.                            

(c) Exhibits:  See Exhibit Index contained below.               

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 PUBLIC STORAGE PROPERTIES V, LTD.

 EXHIBIT INDEX
 (Item 14 (c))

3.1       Amended Certificate and Agreement of Limited  Partnership.  Previously
          filed with the Securities and Exchange  Commission as Exhibit A to the
          Registrant's Prospectus included in Registration Statement No. 2-63247
and incorporated herein by references.                      

10.1      Second Amended and Restated  Management  Agreement  dated November 16,
          1995 between the Partnership and Public Storage, Inc. Previously filed
          with the  Securities  and  Exchange  Commission  as an  exhibit  to PS
          Partners,  Ltd.'s  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1996 and incorporated herein by reference.     

10.2      Amended  Management  Agreement dated February 21, 1995 between Storage
          Equities,  Inc. and Public Storage  Commercial  Properties Group, Inc.
          Previously  filed with the  Securities  and Exchange  Commission as an
          exhibit to Storage Equities, Inc.'s Annual Report on Form 10-K for the
      year ended December 31, 1994 and incorporated herein by reference.

27        Financial Data Schedule. Filed herewith.                              

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SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Partnership  has duly  caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.                           

                            PUBLIC STORAGE PROPERTIES V, LTD.,
                          a California Limited Partnership

Dated:  March 26, 1997        By:    Public Storage, Inc., General Partner      

     By:    /s/ B Wayne Hughes
                                 ---------------------------------------
                                B. Wayne Hughes, Chairman of the Board

     By:    /s/ B Wayne Hughes
                                 ---------------------------------------
                          B. Wayne Hughes, General Partner

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Partnership in
the capacities and on the dates indicated.                                      

                                                        [Enlarge/Download Table]

Signature                 Capacity                                           Date          
------------------------  ----------------------------------------------     --------------
                                                                                           
/s/ B Wayne Hughes        Chairman of the Board and                          March 26, 1997
------------------------  Chief Executive Officer of Public Storage, Inc.                  
B. Wayne Hughes           and General Partner (principal executive officer)                

/s/ Harvey Lenkin         President and Director                             March 26, 1997
------------------------  of Public Storage, Inc.                                          
Harvey Lenkin                                                                              

/s/ John Reyes            Senior Vice President and Chief Financial          March 26, 1997
------------------------  Officer of Public Storage, Inc.                                  
John Reyes                (principal financial officer) and principal                      
                          accounting officer)                                              

/s/ Robert J. Abernethy   Director of Public Storage, Inc.                   March 26, 1997
------------------------                                                                   
Robert J. Abernethy                                                                        

/s/ Dann V. Angeloff      Director of Public Storage, Inc.                   March 26, 1997
------------------------                                                                   
Dann V. Angeloff                                                                           

/s/ William C. Baker      Director of Public Storage, Inc.                   March 26, 1997
------------------------                                                                   
William C. Baker                                                                           

/s/ Uri P. Harkham        Director of Public Storage, Inc.                   March 26, 1997
------------------------                                                                   
Uri P. Harkham                                                                             

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 PUBLIC STORAGE PROPERTIES V, LTD.
INDEX TO
FINANCIAL STATEMENTS
 AND
FINANCIAL STATEMENT SCHEDULE
 (Item 14 (a))

                                                                      Page
                                                                      References
                                                                      ----------

Report of Independent Auditors                                           F-1  

Financial Statements and Schedule:                                            

Balance Sheets as of December 31, 1996 and 1995                          F-2  

For each of the three years in the period ended December 31, 1996:            

  Statements of Income                                                 F-3

  Statements of Partners' Equity (Deficit)                             F-4

    Statements of Cash Flows                                         F-5 - F-6

Notes to Financial Statements                                       F-7 - F-10

Schedule for the years ended December 31, 1996, 1995 and 1994:                

    III - Real Estate and Accumulated Depreciation                 F-11 - F-12

     All other schedules have been omitted since the required information is not
present or not  present  in amounts  sufficient  to  require  submission  of the
schedule,  or because the  information  required  is  included in the  financial
statements or the notes thereto.                                                

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Report of Independent Auditors

The Partners                                                                    
Public Storage Properties V, Ltd.                                               

We have audited the accompanying  balance sheets of Public Storage Properties V,
Ltd. as of December  31, 1996 and 1995,  and the related  statements  of income,
partners'  equity  (deficit)  and cash flows for each of the three  years in the
period ended December 31, 1996. Our audits also included the schedule  listed in
the  index at item  14(a).  These  financial  statements  and  schedule  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements and schedule based on our audits.      

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Public Storage Properties V,
Ltd. at December 31, 1996 and 1995,  and the results of its  operations  and its
cash flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.  Also, in our opinion,
the related  financial  statement  schedule,  when considered in relation to the
basic  financial  statements  taken as a whole,  presents fairly in all material
respects the information set forth therein.                                     

                                                ERNST & YOUNG  LLP

March 24, 1997                                                                  
Los Angeles, California                                                         

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                        PUBLIC STORAGE PROPERTIES V, LTD.                                    
                                 BALANCE SHEETS                                              
                           December 31, 1996 and 1995                                        

                                                                      1996           1995    
                                                                   ------------  ----------- 
                                     ASSETS                                                  
                                     ------                                                  
                                                                                             
Cash and cash equivalents                                          $3,177,000     $1,156,000 
Marketable securities of affiliate (cost of $5,283,000)            13,658,000      8,371,000 
Rent and other receivables                                            115,000         85,000 

Real estate facilities:                                                                      
     Buildings and equipment                                       14,686,000     14,158,000 
     Land (including land held for sale of $230,000 and $593,000                             
     at December 31, 1996 and December 31, 1995, respectively)      4,714,000      5,077,000 
                                                                   ------------  ----------- 
                                                                   19,400,000     19,235,000 
     Less accumulated depreciation                                 (9,046,000)    (8,281,000)
                                                                   ------------  ----------- 
                                                                   10,354,000     10,954,000 
                                                                   ------------  ----------- 

Other assets                                                          286,000        571,000 
                                                                   ------------  ----------- 

Total assets                                                      $27,590,000    $21,137,000 
                                                                  =============  =========== 

                   LIABILITIES AND PARTNERS' EQUITY (DEFICIT)                                
                   ------------------------------------------                                

Accounts payable                                                      $51,000       $101,000 
Deferred revenue                                                      195,000        196,000 
Mortgage note payable                                              22,748,000     23,196,000 

Partners' equity (deficit):                                                                  

     Limited partners' deficit, $500 per                                                     
       unit, 44,000 units authorized, issued and outstanding       (2,806,000)    (4,042,000)
     General partners' deficit                                       (973,000)    (1,402,000)
     Unrealized gain on marketable securities                       8,375,000      3,088,000 
                                                                   ------------  ----------- 

     Total partners' equity (deficit)                               4,596,000     (2,356,000)
                                                                   ------------  ----------- 

Total liabilities and partners' equity                            $27,590,000    $21,137,000 
                                                                  =============  =========== 


See accompanying notes.     
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                        PUBLIC STORAGE PROPERTIES V, LTD.                                          
                              STATEMENTS OF INCOME                                                 
              For the years ended December 31, 1996, 1995, and 1994                                

                                                                     1996        1995         1994 
                                                                 ----------  ----------  ----------
REVENUES:                                                                                          
                                                                                                   
Rental income                                                    $6,589,000  $6,210,000  $6,012,000
Dividends from marketable securities of affiliate                   388,000     373,000     277,000
Other income                                                        116,000     163,000     149,000
                                                                 ----------  ----------  ----------
                                                                  7,093,000   6,746,000   6,438,000
                                                                 ----------  ----------  ----------
COSTS AND EXPENSES:                                                                                

Cost of operations                                                1,696,000   1,565,000   1,507,000
Management fees paid to affiliates                                  372,000     371,000     372,000
Depreciation                                                        765,000     688,000     618,000
Administrative                                                       75,000      71,000      75,000
Environmental cost                                                        -      27,000           -
Interest expense                                                  2,533,000   2,598,000   2,677,000
                                                                 ----------  ----------  ----------

                                                                  5,441,000   5,320,000   5,249,000
                                                                 ----------  ----------  ----------
Net income before gain on sale of land                            1,652,000   1,426,000   1,189,000

Gain on sale of land                                                 13,000           -           -
                                                                 ----------  ----------  ----------
NET INCOME                                                       $1,665,000  $1,426,000  $1,189,000
                                                                 ----------  ----------  ----------

Limited partners' share of net income ($37.45 per unit in                                          
  1996, $32.09 per unit in 1995, and $26.75 per                                                    
  unit in 1994)                                                  $1,648,000  $1,412,000  $1,177,000

General partners' share of net income                                17,000      14,000      12,000
                                                                 ----------  ----------  ----------
                                                                 $1,665,000  $1,426,000  $1,189,000
                                                                 ==========  ==========  ==========

See accompanying notes.     
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                        PUBLIC STORAGE PROPERTIES V, LTD.                                                           
                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)                                                        
              For the years ended December 31, 1996, 1995, and 1994                                                 

                                                                               Unrealized Gain on                   
                                                                                   Marketable       Total Partners' 
                                     Limited Partners       General Partners       Securities       Equity(Deficit) 
                                     -----------------      ----------------  -------------------  -----------------

                                                                                                                    
Balance at December 31, 1993             $(5,984,000)           $(2,075,000)         $        -        $(8,059,000) 

Unrealized gain on marketable                                                                                       
securities                                         -                      -           1,126,000          1,126,000  

Net income                                 1,177,000                 12,000                   -          1,189,000  

Equity transfer                             (294,000)               294,000                   -                  -  
                                     -----------------      ----------------  -------------------  -----------------

Balance at December 31, 1994              (5,101,000)            (1,769,000)          1,126,000         (5,744,000) 

Unrealized gain on marketable                                                                                       
securities                                         -                      -           1,962,000          1,962,000  

Net income                                 1,412,000                 14,000                   -          1,426,000  

Equity transfer                             (353,000)               353,000                   -                  -  
                                     -----------------      ----------------  -------------------  -----------------

Balance at December 31, 1995              (4,042,000)            (1,402,000)          3,088,000         (2,356,000) 

Unrealized gain on marketable                                                                                       
securities                                         -                      -           5,287,000          5,287,000  

Net income                                 1,648,000                 17,000                   -          1,665,000  

Equity transfer                             (412,000)               412,000                   -                  -  
                                     -----------------      ----------------  -------------------  -----------------

Balance at December 31, 1996             $(2,806,000)             $(973,000)         $8,375,000         $4,596,000  
                                     =================      ================  ===================  =================


See accompanying notes.     
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                        PUBLIC STORAGE PROPERTIES V, LTD.                                               
                            STATEMENTS OF CASH FLOWS                                                    
              For the years ended December 31, 1996, 1995, and 1994                                     

                                                                      1996         1995         1994    
                                                                   ----------   ----------   ---------- 
Cash flows from operating activities:                                                                   
                                                                                                        
   Net income                                                      $1,665,000   $1,426,000   $1,189,000 

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

   Gain on sale of land                                               (13,000)           -            - 
   Depreciation                                                       765,000      688,000      618,000 
   Increase in rent and other receivables                             (30,000)     (11,000)           - 
   Amortization of prepaid loan fees                                   82,000       82,000       82,000 
   Amortization (payment) of prepaid management fees                  229,000     (229,000)           - 
   Increase in other assets                                           (26,000)      (2,000)      (2,000)
   Decrease in accounts payable                                       (50,000)    (295,000)    (349,000)
   Decrease in deferred revenue                                        (1,000)     (33,000)     (24,000)
                                                                   ----------   ----------   ---------- 

     Total adjustments                                                956,000      200,000      325,000 
                                                                   ----------   ----------   ---------- 

     Net cash provided by operating activities                      2,621,000    1,626,000    1,514,000 
                                                                   ----------   ----------   ---------- 

Cash flows form investing activities:                                                                   

   Insurance proceeds relating to damaged real estate                                                   
   facility                                                                 -            -      825,000 
   Purchase of marketable securities of affiliate                           -     (398,000)  (2,817,000)
   Proceeds from sale of land                                         376,000            -            - 
   Additions to real estate facilities                               (528,000)    (334,000)    (167,000)
                                                                   ----------   ----------   ---------- 
     Net cash used in investing activities                           (152,000)    (732,000)  (2,159,000)
                                                                   ----------   ----------   ---------- 

Cash flows from financing activities:                                                                   

   Principal payments on mortgage note payable                       (448,000)    (413,000)  (1,832,000)
                                                                   ----------   ----------   ---------- 

     Net cash used in financing activities                           (448,000)    (413,000)  (1,832,000)
                                                                   ----------   ----------   ---------- 

Net increase (decrease) in cash and cash equivalents                2,021,000      481,000   (2,477,000)

Cash and cash equivalents at the beginning of the year              1,156,000      675,000    3,152,000 
                                                                   ----------   ----------   ---------- 
Cash and cash equivalents at the end of the year                   $3,177,000   $1,156,000     $675,000 
                                                                   ==========   ==========   ========== 

 See accompanying notes.
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                        PUBLIC STORAGE PROPERTIES V, LTD.                                                    
                            STATEMENTS OF CASH FLOWS                                                         
              For the years ended December 31, 1996, 1995, and 1994                                          
                                   (Continued)                                                               

                                                                        1996          1995           1994    
                                                                     -----------   -----------   ----------- 

Supplemental schedule of non-cash investing and                                                              
  financing activities:                                                                                      
                                                                                                             
   Increase in fair value of marketable securities of                $(5,287,000)  $(1,962,000)  $(1,126,000)
     affiliate                                                       ===========   ===========   =========== 

   Unrealized gain on marketable securities of affiliate              $5,287,000    $1,962,000    $1,126,000 
                                                                     ===========   ===========   =========== 


 See accompanying notes.
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 PUBLIC STORAGE PROPERTIES V, LTD.
 NOTES TO FINANCIAL STATEMENTS
 December 31, 1996

1.       DESCRIPTION OF PARTNERSHIP                                             

               Public Storage Properties V, Ltd. (the  "Partnership") was formed
         with the  proceeds of a public  offering.  The general  partners in the
         Partnership  are  Public  Storage,  Inc.,  formerly  known  as  Storage
         Equities,  Inc. and B. Wayne Hughes  ("Hughes").  In 1995, there were a
         series of mergers among Public Storage Management,  Inc. (which was the
         Partnership's  mini-warehouse property operator),  Public Storage, Inc.
         (which  was  one of  the  Partnership's  general  partners)  and  their
         affiliates (collectively, "PSMI"), culminating in the November 16, 1995
         merger of PSMI into Storage  Equities,  Inc., a real estate  investment
         trust  listed  on the New York  Stock  Exchange.  In the  PSMI  merger,
         Storage  Equities,  Inc.'s  name was  changed to Public  Storage,  Inc.
         ("PSI") and PSI became a co-general  partner of the Partnership and the
operator of the Partnership's mini-warehouse properties.      

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS     

Basis of Presentation:                                        
----------------------                                        

               Certain prior year amounts have been reclassified to conform with
1996 presentation.                                            

Real Estate Facilities:                                       
-----------------------                                       

               Cost of land  includes  appraisal  fees and legal fees related to
         acquisition  and closing costs.  Buildings and equipment  reflect costs
         incurred through December 31, 1996 and 1995 to develop  mini-warehouses
         and to a lesser extent,  a business park facility.  The  mini-warehouse
         facilities provide  self-service storage spaces for lease, usually on a
         month-to-month   basis,  to  the  general  public.  The  buildings  and
         equipment  are  depreciated  on a  straight-line  basis over  estimated
useful lives of 25 and 5 years, respectively.                 

               In  August  1992,  the  buildings  at a  mini-warehouse  facility
         located  in Miami,  Florida  were  completely  destroyed  by  Hurricane
         Andrew.   The  Partnership   received   insurance   proceeds   totaling
         $2,881,000,  which included an amount for the  replacement  cost of the
         destroyed buildings as well as for business interruption.  In 1993, the
         General  Partners  decided  that it  would  be more  beneficial  to the
         Partnership,   given  the   condition   of  the  market   area  of  the
         mini-warehouse,  to cease  operations at this  location and  therefore,
         decided not to  reconstruct  the  buildings.  Accordingly,  in 1993 the
         Partnership reduced real estate facilities by the net book value of the
         destroyed  buildings,  resulting in a gain of  $1,369,000.  In December
         1995, the Partnership  entered into an option agreement with a buyer to
         sell  the  land  for  $850,000  In  June  1996,  the  Partnership  sold
         approximately  61%  of the  Miami,  Florida  land  for a net  price  of
         $376,000  ($400,000  less  $24,000 of  selling  cost),  resulting  in a
         $13,000  gain on the  sale.  The  buyer of the land  has an  option  to
         purchase the remaining 39% of the land for $450,000 (the  Partnership's
basis in the land is $230,000 in such land).                  

               Included  in other  income are  $109,000  and $87,000 of business
         interruption proceeds (net of certain costs and expenses of maintaining
         the  property)  for the  years  ended  December  31,  1995,  and  1994,
respectively.                                                 

               In  1995,  the  Financial   Accounting   Standards  Board  issued
         Statement of Financial  Accounting  Standards No. 121,  "Accounting for
         the  Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be
         Disposed of"  ("Statement  121").  Statement  121  requires  impairment
         losses to be recorded on  long-lived  assets  used in  operations  when
         indicators of impairment  are present and the  undiscounted  cash flows
         estimated  to be  generated  by those  assets are less than the assets'
         carrying  amount.  Statement  121 also  addresses  the  accounting  for
         long-lived  assets that are expected to be disposed of. The Partnership
         adopted  Statement  121 in 1996 and the  adoption  had no effect on the
Partnership's financial statements.                           

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2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS     
(CONTINUED)                                                   
    ------------------------------------------------------------------

Allocation of Net Income:                                     
-------------------------                                     

               The  general  partners'  share of net income  consists of amounts
         attributable  to  their  1%  capital  contribution  and  an  additional
         percentage  of cash flow (as  defined)  which  relates  to the  general
         partners' share of cash  distributions  as set forth in the Partnership
         Agreement  (Note 4).  All  remaining  net  income is  allocated  to the
limited partners.                                             

               Per unit  data is based on the  weighted  average  number  of the
   limited partnership units (44,000) outstanding during the period.

Cash and Cash Equivalents:                                    
--------------------------                                    

               For financial statement purposes,  the Partnership  considers all
         highly liquid investments  purchased with a maturity of three months or
less to be cash equivalents.                                  

Marketable Securities:                                        
----------------------                                        

               Marketable  securities  at December  31, 1996 and 1995 consist of
         440,584 shares of common stock of PSI. The  Partnership  has designated
         its  portfolio of marketable  securities  as being  available for sale.
         Accordingly,  at  December  31,  1996 and  1995,  the  Partnership  has
         recorded  the  marketable  securities  at fair  value,  based  upon the
         closing  quoted price of the  securities at December 31, 1996 and 1995,
         and has recorded a corresponding  unrealized gain totaling  $5,287,000,
         $1,962,000 and  $1,126,000 for the years ended December 31, 1996,  1995
         and  1994, respectively,   as  a  credit  to  Partnership  equity.  The
         Partnership  recognized dividends of $388,000,  $373,000,  and $277,000
     for the years ended December 31, 1996, 1995 and 1994, respectively.

Other Assets:                                                 
-------------                                                 

               Included in other assets is deferred  financing costs of $197,000
         ($279,000 at December  31,  1995).  Such balance is being  amortized as
         interest  expense  using the  straight-line  basis over the life of the
loan.                                                         

Use of Estimates                                              
----------------                                              

               The  preparation of the financial  statements in conformity  with
         generally accepted  accounting  principles  requires management to make
         estimates  and  assumptions  that  affect the  amounts  reported in the
         financial  statements  and  accompanying  notes.  Actual  results could
differ from those estimates.                                  

Environmental Cost:                                           
-------------------                                           

               Substantially all of the  Partnership's  facilities were acquired
         prior  to the  time  that it was  customary  to  conduct  environmental
         investigations in connection with property  acquisitions.  During 1995,
         the Partnership completed  environmental  assessments of its properties
         to evaluate the environmental condition of, and potential environmental
         liabilities of such properties.  These assessments were performed by an
         independent  environmental  consulting  firm. Based on the assessments,
         the  Partnership  expensed  $27,000  in 1995  for  known  environmental
         remediation  requirements.  Although  there  can be no  assurance,  the
         Partnership is not aware of any  environmental  contamination of any of
         its property  sites which  individually  or in the  aggregate  would be
         material to the Partnership's overall business, financial condition, or
results of operations.                                        

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3.       CASH DISTRIBUTIONS                                                     

               The  Partnership  Agreement  requires  that  cash  available  for
         distribution  (cash flow from all sources less cash  necessary  for any
         obligations  or  capital  improvement  needs) be  distributed  at least
         quarterly.  Cash  distributions have been suspended since 1991 for debt
service payments.                                             

4.       PARTNERS' EQUITY                                                       

               The general  partners have a 1% interest in the  Partnership.  In
         addition, the general partners had an 8% interest in cash distributions
         attributable to operations (exclusive of distributions  attributable to
         sale and financing  proceeds) until the limited partners  recovered all
         of  their  investment.  Thereafter,  the  general  partners  have a 25%
         interest  in all  cash  distributions  (including  sale  and  financing
         proceeds).  During 1987,  the limited  partnars  recovered all of their
         initial investment.  All subsequent distributions are being made 25.75%
         (including  the 1% interest) to the general  partners and 74.25% to the
         limited partners.  Transfers of equity are made periodically to conform
         the partners'  equity  accounts to the  provisions  of the  Partnership
         Agreement.  These  transfers have no effect on results of operations or
distributions to partners.                                    

               The financing of the properties (Note 7) provided the Partnership
         with   cash  for  a  special   distribution   without   affecting   the
         Partnership's  taxable income.  Proceeds of  approximately  $24,356,000
         were distributed to the partners in June 1989 resulting in a deficit in
the limited and general partners' equity accounts.            

5.       RELATED PARTY TRANSACTIONS                                             

               The Partnership  has a management  agreement with PSI pursuant to
         which PSI operates the Partnership's mini-warehouses for a fee equal to
         6% of the facilities' monthly gross revenue (as defined). Through 1996,
         the  Partnership's  commercial  property was operated by Public Storage
         Commercial  Properties Group, Inc.  ("PSCPG")  pursuant to a management
         agreement  which  provides  for a fee  equal  to 5% of  the  facility's
monthly gross revenue (as defined).                           

               PSI has a 95%  economic  interest in PSCPG and the Hughes  Family
         had a 5%  economic  interest  in PSCPG until  December  1996,  when the
         Hughes  Family sold its  interest to Ronald L.  Havner,  Jr.,  formerly
         Senior Vice  President and Chief  Financial  Officer of PSI, who became
         the Chief Executive  Officer of PSCPG.  PSCPG issued  additional voting
common stock to two other unaffiliated investors.             

               In January 1997, American Office Park Properties, L.P. ("AOPPLP")
         became the operator of the Partnership's  commercial  property pursuant
         to the Management Agreement.  AOPPLP is an operating partnership formed
         to own and operate business parks in which PSI has an approximately 85%
         economic interest. The general partner of AOPPLP is PSCPG, now known as
American Office Park Properties, Inc.                         

               In November 1995, the Management Agreement was amended to provide
         that upon demand from PSI or PSMI made prior to December 15, 1995,  the
         Partnership  agreed 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.  In December 1995,  the  Partnership  prepaid to PSI, 8
         months of 1996  management  fees at a cost of  $229,000.  The amount is
         included in other assets in the Balance Sheet at December 31, 1995. The
         amount has been amortized as management  fees paid to affiliate  during
1996.                                                         

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6.       TAXES BASED ON INCOME                                                  

               Taxes based on income are the  responsibility  of the  individual
         partners and,  accordingly,  the Partnership's  financial statements do
not reflect a provision for such taxes.                       

               Taxable net income was $1,874,000,  $1,427,000 and $1,388,000 for
        the years ended December 31, 1996,  1995 and 1994,  respectively.  The
        differences  between  taxable  net income and net income is  primarily
        related  to  depreciation   expense   resulting  from  differences  in
depreciation methods.                                         

7.       MORTGAGE NOTE PAYABLE                                                  

               On June 8, 1989, the  Partnership  financed all of its properties
         with  a   $26,250,000   ten-year   nonrecourse   note  secured  by  the
         Partnership's  properties.  The note bears interest at 10.75%. The note
         provides  payments of interest and principal of $242,000 per month.  On
         June 1, 1999, the maturity date, a balloon payment for accrued interest
and any unpaid principal is due.                              

               The Partnership believes that it is not practical to estimate the
         fair  value of its  long-term  fixed  rate debt at  December  31,  1996
         because there is no public  market for such debt and although  interest
         rates at December 31, 1996, are lower than when such debt was incurred,
         the Partnership does not believe it could obtain financing currently on
         such  favorable  terms.  This is in part due to the reduced  sources of
         real estate  financing  resulting from a variety of factors,  including
the present condition of financial institutions.              

               The principal  repayment  schedule as of December 31, 1996 of the
note is as follows:                                           

                 1997                 $      476,000
                 1998                        530,000
                 1999                     21,742,000
                                       -------------
                                         $22,748,000
                                       =============

               Interest  paid  on  the  note  was  $2,451,000,   $2,516,000  and
         $2,596,000  for the  years  ended  December  31,  1996,  1995 and 1994,
respectively.                                                 

F-10

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                        Public Storage Properties V, Ltd.                                     
             Schedule III - Real Estate and Accumulated Depreciation                          
                      For the year ended December 31, 1996                                    

                                                         Initial Cost                         
                                                    -------------------------        Cost     
                                                                  Building,      Subsequent to
                                                                 Land Imp &      construction 
        Description             Encumbrances         Land         Equipment     (Improvements)
--------------------------     ---------------     ----------  --------------  ---------------
Mini-warehouses:                                                                              
    CALIFORNIA                                                                                
                                                                                              
Belmont                               -              $478,000       $811,000       $101,000   
Carson Street                         -               265,000        563,000         79,000   
Palmdale                              -               114,000        721,000        194,000   
Pasadena Fair Oaks                    -               686,000      1,219,000        134,000   
Sacramento Carmichael                 -               305,000        850,000        204,000   
Sacramento Florin                     -               326,000      1,063,000        167,000   
San Jose Capitol Quimby               -               209,000        742,000        119,000   
San Jose Felipe                       -               270,000        935,000        101,000   
So. San Francisco                     -               532,000      1,488,000        358,000   
  Spruce (1)                                                                                  

    FLORIDA                                                                                   
Miami Perrine (3)                     -               230,000         -                -      
Miami 27th Avenue                     -               142,000        878,000        217,000   
Miami 29th                            -               270,000        520,000        135,000   

    GEORGIA                                                                                   
Atlanta Montreal Road                 -               397,000        888,000        154,000   
Atlanta Mountain                      -               271,000        725,000        214,000   
  Industrial Blvd.                                                                            
Marietta-Cobb Parkway                 -               219,000        914,000        192,000   
                               ---------------     ----------  --------------  ---------------
                                $22,748,000(2)     $4,714,000    $12,317,000     $2,369,000   
                               ===============     ==========  ==============  ===============

                                                        [Enlarge/Download Table]

                        Public Storage Properties V, Ltd.                                             
             Schedule III - Real Estate and Accumulated Depreciation                                  
                      For the year ended December 31, 1996                                            

                                           Gross Carrying Amount                                      
                                           at December 31, 1996                                       
                                 ----------------------------------------                             
                                                Building,                                             
                                               Land Imp &                    Accumulated      Date    
        Description                 Land        Equipment        Total      Depreciation    Completed 
--------------------------       ---------  -----------------  ----------  --------------  -----------
Mini-warehouses:                                                                                      
    CALIFORNIA                                                                                        
                                                                                                      
Belmont                           $478,000       $912,000      $1,390,000      $602,000        12/79  
Carson Street                      265,000        642,000         907,000       415,000        01/80  
Palmdale                           114,000        915,000       1,029,000       567,000        01/80  
Pasadena Fair Oaks                 686,000      1,353,000       2,039,000       842,000        03/80  
Sacramento Carmichael              305,000      1,054,000       1,359,000       630,000        07/80  
Sacramento Florin                  326,000      1,230,000       1,556,000       758,000        06/80  
San Jose Capitol Quimby            209,000        861,000       1,070,000       527,000        07/80  
San Jose Felipe                    270,000      1,036,000       1,306,000       645,000        12/80  
So. San Francisco                  532,000      1,846,000       2,378,000     1,070,000        11/80  
  Spruce (1)                                                                                          

    FLORIDA                                                                                           
Miami Perrine (3)                  230,000              -         230,000             -        01/80  
Miami 27th Avenue                  142,000       1,095,000      1,237,000       690,000        05/80  
Miami 29th                         270,000         655,000        925,000       433,000        10/79  

    GEORGIA                                                                                           
Atlanta Montreal Road              397,000       1,042,000      1,439,000       629,000        06/80  
Atlanta Mountain                   271,000         939,000      1,210,000       541,000        09/80  
  Industrial Blvd.                                                                                    
Marietta-Cobb Parkway              219,000       1,106,000      1,325,000       697,000        10/79  
                                 ------------  ------------    ----------  -------------   -----------
                                $4,714,000     $14,686,000    $19,400,000     $9,046,000              
                                ============   ============    ==========  =============              

(1)  A portion of the property has been developed as a business park.           
(2)  All fifteen  mini-warehouse  locations are encumbered by a promissory note.
     The $22,748,000 listed above is the principal balance remaining on the note
at 12/31/96.                                                          
(3)  In 1993, the buildings and improvements at the Miami/Perrine  property that
     were  destroyed  by  Hurricane  Andrew  were  written  off.  In  1996,  the
Partnership sold approximately 61% of the Miami/Perrine property.     
F-11

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                        Public Storage Properties V, Ltd.                                      
             Schedule III - Real Estate and Accumulated Depreciation                           
                                   (Continued)                                                 

           Reconciliation of Real Estate and Accumulated Depreciation                          

                             Year Ended December 31,                                           

                                                            1996          1995         1994    
                                                         -----------   -----------  -----------
Investment in Real estate                                                                      
                                                                                               
   Balance at the beginning of the year                  $19,235,000   $18,901,000  $18,734,000
   Additions through cash expenditures                       528,000       334,000      167,000
   Deductions through sale of land                          (363,000)       -            -     
                                                         -----------   -----------  -----------
Balance at the end of the year                           $19,400,000   $19,235,000  $18,901,000
                                                         ===========   ===========  ===========

Accumulated Depreciation                                                                       
   Balance at the beginning of the year                   $8,281,000    $7,593,000   $6,975,000
   Additions charged to costs and expenses                   765,000       688,000      618,000
                                                         -----------   -----------  -----------

Balance at the end of the year                            $9,046,000    $8,281,000   $7,593,000
                                                         ===========   ===========  ===========

F-12

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
		6/1/99		11		28
Filed on:		3/28/97
		3/26/97		17
		3/24/97		19
		2/28/97		14
For Period End:		12/31/96		1		29
		12/31/95		9		28			10-K
		12/15/95		11		27
		11/16/95		2		25
		2/21/95		16
		12/31/94		10		28
		12/31/93		22
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