SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                           STATEMENT ON SCHEDULE 14D-9

                Solicitation/Recommendation Statement Pursuant to
            Section 14(d) (4) of the Securities Exchange Act of 1934
                                 ---------------

                         Public Storage Properties, Ltd.
                            (Name of Subject Company)
                                 ---------------

                              Public Storage, Inc.
                                 B. Wayne Hughes
                      (Name of Person(s) Filing Statement)
                                 ---------------

                      Units of Limited Partnership Interest
                         (Title of Class of Securities)
                                 ---------------

                                      NONE
                      (CUSIP Number of Class of Securities)
                                 ---------------

                                 David Goldberg
                              Public Storage, Inc.
                          701 Western Avenue, 2nd Floor
                         Glendale, California 91201-2397
                                 (818) 244-8080
          (Name, Address and Telephone Number of Persons Authorized to
                 Receive Notices and Communications on Behalf of
                         The Person(s) Filing Statement)





Item 1.  Subject Company Information.
         ---------------------------

                  The name of the subject company is Public Storage Properties,
         Ltd., a California limited partnership (the "Partnership"). The address
         of the principal executive offices of the Partnership is 701 Western
         Avenue, 2nd Floor, Glendale, California 91201-2397. The title of the
         class of equity securities to which this Statement relates is the
         Partnership's units of limited partnership interest (the "Units").

Item 2.  Identity and Background of Filing Person.
         ----------------------------------------

                  The persons filing this statement are the general partners of
         the Partnership: Public Storage, Inc., a California corporation, and B.
         Wayne Hughes (the "General Partners"). Their business address is 701
         Western Avenue, 2nd Floor, Glendale, California 91201-2397 and their
         business telephone number is (818) 244-8080.

                  This Statement relates to the offer by CMG Partners, LLC, CMG
         Ventures, LLC, CMG Acquisition Fund I, LLC, CMG Acquisition Fund II,
         LLC, CMG Acquisition Fund III, LLC and CMG Special Fund, LLC
         (collectively, the "Purchasers") disclosed in the Purchasers' Offers to
         Purchase for Cash (the "Offers to Purchase") to acquire Units and units
         of limited partnership interest in two other limited partnerships. The
         Offers to Purchase are dated October 8, 2002 and the Purchasers'
         reported address is 999 3rd Avenue, Suite 3800, Seattle, Washington
         98104.

Item 3.  Past Contacts, Transactions, Negotiations and Agreements.
         --------------------------------------------------------

                  The general partners are the general partners of the
         Partnership, the general partners and their affiliates own a majority
         of the Units and one of the general partners manages the Partnership's
         properties.

                  To the knowledge of the general partners, there is no material
         agreement, arrangement or understanding between the Purchasers and the
         Partnership or the general partners.

Item 4.  The Solicitation or Recommendation.
         ----------------------------------

                  The general partners are expressing no opinion and are
         remaining neutral with respect to the Offers to Purchase. Although the
         offer price for the Units is generally higher than the trading prices
         for the period April to July 31, 2002 disclosed in the Offers to
         Purchase, the offer price is lower than the Purchasers' estimate of
         liquidation value. The general partners have no present intention to
         seek the liquidation of the Partnership.

Item 5.  Person/Assets, Retained, Employed, Compensated or Used.
         ------------------------------------------------------

                  The general partners have not retained any person to make any
         recommendation to the limited partners in connection with the Offers to
         Purchase.


                                       2





Item 6.  Interest in Securities of the Subject Company.
         ---------------------------------------------

                  During the past 60 days, the general partners and their
         affiliates have engaged in the following transactions in Units.
         Effective October 1, 2002, PS Orangeco Partnerships, Inc., an affiliate
         of the general partners, purchased a total of 12 Units in two secondary
         transactions at a price of $800 per Unit.

Item 7.  Purposes of the Transaction and Plans or Proposals.
         --------------------------------------------------

                  The Partnership is not undertaking or engaged in any
         negotiations in response to the Offer to Purchase that involves (1) a
         tender offer or other acquisition of Units, (2) any extraordinary
         transaction involving the Partnership, (3) any purchase, sale or
         transfer of a material amount of the Partnership's assets or (4) any
         material change in the Partnership's present distribution rate or
         policy, indebtedness or capitalization.

Item 8.  Additional Information.
         ----------------------

         None.

Item 9.  Exhibits.
         --------

         None.


                                    SIGNATURE

         After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, correct and complete.

Dated:  November 6, 2002                    PUBLIC STORAGE, INC.



                                            By: /s/ DAVID GOLDBERG
                                                ------------------
                                                David Goldberg
                                                Vice President
                                                and Senior Counsel


                                                /s/ B. WAYNE HUGHES
                                                -------------------
                                                B. Wayne Hughes


                                       3