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
                                 _________________

                                 PS PARTNERS, LTD.
                             (Name of Subject Company)
                                 _________________

                              Storage Equities, Inc.
                                     (Bidder)
                                 _________________

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

                                       NONE
                       (CUSIP Number of Class of Securities)
                                 _________________

                                  DAVID GOLDBERG
                              Storage Equities, Inc.
                       600 North Brand Boulevard, Suite 300
                          Glendale, California 91203-1241
                                  (818) 244-8080
            (Name, Address and Telephone Number of Person Authorized to
              Receive Notices and Communications on Behalf of Bidder)
                                 _________________


                                  Introduction


         This statement is an amendment to the Schedule 14D-1 which was
   filed by Storage Equities, Inc. ("SEI") with the Securities and Exchange
   Commission on January 13, 1995 with respect to the offer by SEI to
   purchase up to 29,700 of the limited partnership units ("Units") in PS
   Partners, Ltd. , a California limited partnership (the "Partnership") at a
   net cash price per Unit of $400.  Capitalized terms used in this Amendment
   No. 2 and not otherwise defined shall have the meanings set forth in the
   Offer to Purchase dated January 13, 1995 and related Letter of
   Transmittal.

         The Offer to Purchase expired on February 28, 1995 at 5:00 p.m.,
   New York City time.  At the expiration of the Offer, 15,767 Units
   (representing approximately 23.9% of the outstanding Units) had been
   tendered pursuant to the Offer.

   Item 6.     Interest in Securities of the Subject Company.

         Items 6(a) and (b) are hereby amended as follows:

         On February 28, 1995, SEI accepted for payment the 15,767 Units that
   had been validly tendered and not withdrawn pursuant to its Offer.  SEI
   has instructed the Depository to pay for such Units in accordance with the
   procedures set forth in its Offer to Purchase.

         As a result of this purchase of Units, as of February 28, 1995, SEI
   beneficially owned 40,297 Units (approximately 61.1%) of the outstanding
   Units of the Partnership.


                                     SIGNATURE

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


   Dated:  February 28, 1995              STORAGE EQUITIES, INC.


                                          By: /S/ HARVEY LENKIN
                                              --------------------
                                              Harvey Lenkin
                                              President