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


                 AMENDMENT NO. 1 TO STATEMENT ON SCHEDULE 14D-9


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

                        Public Storage Properties V, 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
         V, 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").
         There are 44,000 Units outstanding.


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 is lower than the Purchasers' estimate of liquidation
         value, the Purchasers indicate that the offer price is generally
         comparable to or higher than prices reported in connection with
         secondary market sales of Units.

                  The general partners have no present intention to seek the
         liquidation of the Partnership. The term of the Partnership expires on
         December 31, 2038. The prospectus used in the original sale of Units
         indicated that the Partnership intended to sell or finance its
         properties between seven and ten years after completion of development,
         i.e., between 1987 and 1990. The Partnership's properties were financed
         in 1989 and the net loan proceeds were distributed to the partners at
         that time.

                  Neither the general partners nor, to their knowledge, any of
         the executive officers, directors of affiliates of Public Storage, Inc.
         intend to tender Units in response to the Offers to Purchase.


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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.

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

                  During the past 60 days, the general partners and their
affiliates have not purchased or sold any Units.

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 21, 2002                   PUBLIC STORAGE, INC.




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


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

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