SC 14D1/A

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

                            AMENDMENT NO. 2 TO
                        STATEMENT ON SCHEDULE 14D-1

    Amendment to Tender Offer Statement Pursuant To Section 14(d)(1) of
                       the Securities Exchange Act of 1934
                             -----------------

                            STATEMENT ON SCHEDULE 13D

                  Under the Securities Exchange Act of 1934

                   (AMENDMENT NO. 4 - Public Storage, Inc.)
                     (AMENDMENT NO. 5 - B. Wayne Hughes)
                              -----------------

                        PUBLIC STORAGE PROPERTIES, LTD.
                           (Name of Subject Company)
                              -----------------

                             Public Storage, Inc.
                                B. Wayne Hughes
                                   (Bidder)
                              -----------------

                     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, Suite 200,
                         Glendale, California 91201-2397
                                 (818) 244-8080
         (Name, Address and Telephone Number of Person Authorized to
           Receive Notices and Communications on Behalf of Bidder)


                                -----------------

                                  Introduction

     This statement is Amendment No. 2 to the Schedule 14D-1 which was filed by
Public Storage, Inc. (the "Company") and B. Wayne Hughes ("Hughes") with the
Securities and Exchange Commission on June 22, 1998, as previously amended by
Amendment No. 1 dated July 10, 1998, with respect to the offer by the Company
and Hughes to purchase up to 7,000 of the limited partnership units ("Units")
in Public Storage Properties, Ltd., a California limited partnership (the
"Partnership") at a net cash price per Unit of $460. Capitalized terms used in
this Amendment No. 2 and not otherwise defined shall have the meanings set forth
in the Offer to Purchase dated June 22, 1998 and related Letter of Transmittal.

     This Amendment No. 2 to Statement on Schedule 14D-1 also constitutes (i)
Amendment No. 4 to Statement on Schedule 13D dated November 16, 1995, as
previously amended by Amendment No. 1 dated January 1, 1996, Amendment No. 2
(which was the Schedule 14D-1 filed on June 22, 1998) and Amendment No. 3 (which
was Amendment No. 1 to the Schedule 14D-1 dated July 10, 1998), filed by Public
Storage, Inc., and (ii) Amendment No. 5 to Statement on Schedule 13D dated
September 25, 1995, as previously amended by Amendment No. 1 dated November 16,
1995, Amendment No. 2 dated October 1, 1997, Amendment No. 3 (which was the
Schedule 14D-1 filed on June 22, 1998) and Amendment No. 4 (which was Amendment
No. 1 to the Schedule 14D-1 dated July 10, 1998), filed by B. Wayne Hughes and
Tamara L. Hughes.

Item 11.  Material to be filed as Exhibits.
          ---------------------------------

          See Exhibit Index contained herein.



                                    SIGNATURE

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


Dated:  July 16, 1998                  PUBLIC STORAGE, INC.


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


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



                                  Exhibit Index

Exhibit No.

   (a)     1  Offer to Purchase dated June 22, 1998 ("Offer to Purchase").
              Previously filed and incorporated herein by reference.

           2  Letter of Transmittal. Previously filed and incorporated herein by
              reference.

           3  Form of letters to Unitholders. Previously filed and incorporated
              herein by reference.

           4  Supplement dated July 22, 1998 to Offer to Purchase.

   (b)     Not applicable.

   (c)     Not applicable.

   (d)     Not applicable.

   (e)     Not applicable.

   (f)     Not applicable.

EX-99.A.4

                                                                  Exhibit (a)(4)

                        SUPPLEMENT DATED JULY 22, 1998 TO
                      OFFER TO PURCHASE DATED JUNE 22, 1998


     The Offer to Purchase Dated June 22, 1998 is supplemented by the following:

DETERMINATION OF OFFER PRICE (page 8)

     The 15% discount used in determining the Offer Price was established by
the Company and Hughes and is not the result of arm's length negotiations. The
Company and Hughes did not use objective criteria in applying a 15% discount to
their estimate of the liquidation value per Unit, and the appropriate discount
may be lower or higher than 15%. In prior tender offers, the Company and Hughes
applied a 10% discount. Among the factors considered by the Company and Hughes
in setting a discount was the level of the sales prices in secondary
transactions known to the General Partners. See "Market Prices of Units" (page
14) in the Offer to Purchase.

THE OFFER - TERMS OF THE OFFER (page 9)

     The Offer is extended to 5:00 p.m., New York City time, on August 11, 1998.

THE OFFER - CONDITIONS OF THE OFFER (page 12)

     All of the conditions to the Offer to Purchase must be satisfied or waived
prior to the Expiration Date.

     Condition (viii) on page 12 is revised to read as follows: "(viii) which
adds a cost to the Offer to Purchase or involves a delay to the Offer to
Purchase, which in either case is material in the reasonable judgment of the
General Partners."

MARKET PRICES OF UNITS - INFORMATION FROM DEAN WITTER REGARDING
   SALES TRANSACTIONS (page 16)

     Dean Witter advised the General Partners that it had no information on
transactions in Units during the periods in the table.