SC 13D/A

                            UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                             SCHEDULE 13D

              Under the Securities Exchange Act of 1934
                          (Amendment No. 9 )*

                  Public Storage Properties XVI, Inc.
                           (Name of Issuer)

                         Common Stock Series A
                    (Title of Class of Securities)

                             744616 10 3
                            (CUSIP Number)

       David Goldberg, 701 Western Avenue, Suite 200, Glendale,
             California 91201-2397, 818/244-8080, ext. 529
      ---------------------------------------------------------
            (Name, Address and Telephone Number of Person
          Authorized to Receive Notices and Communications)

                           April 9, 1997
       (Date of Event which Requires Filing of this Statement)

   If the filing person has previously filed a statement on
   Schedule 13G to report the acquisition which is the subject of
   this Schedule 13D, and is filing this schedule because of Rule
   13d-1(b)(3) or (4), check the following box [   ].

   Check the following box if a fee is being paid with the
   statement [   ].  (A fee is not required only if the reporting
   person: (1) has a previous statement on file reporting
   beneficial ownership of more than five percent of the class of
   securities described in Item 1; and (2) has filed no amendment
   subsequent thereto reporting beneficial ownership of five
   percent or less of such class.)  (See Rule 13d-7.)

   NOTE:  Six copies of this statement, including all exhibits,
   should be filed with the Commission.  See Rule 13d-1(a) for
   other parties to whom copies are to be sent.

   *The remainder of this cover page shall be filled out for a
   reporting person's initial filing on this form with respect to
   the subject class of securities, and for any subsequent
   amendment containing information which would alter disclosures
   provided in a prior cover page.

   The information required on the remainder of this cover page
   shall not be deemed to be "filed" for the purpose of Section 18
   of the Securities Exchange Act of 1934 ("Act") or otherwise
   subject to the liabilities of that section of the Act but shall
   be subject to all other provisions of the Act (however, see the
   Notes).

                             SCHEDULE 13D

   CUSIP No. 744616 10 3

   1    Name of Reporting Person
        S.S. or I.R.S. Identification No. of Above Person

             Public Storage, Inc.

   2    Check the Appropriate Box if a Member of a Group*
                                          a. [ ]
                                          b. [ ]

   3    SEC Use Only

   4    Source of Funds*
             WC, BK

   5    Check Box if Disclosure of Legal Proceedings is Required
        Pursuant to Items 2(d) or 2(e)    [  ]

   6    Citizenship or Place of Organization
             California

   NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
   WITH
                  7    Sole Voting Power
                       632,798

                  8    Shared Voting Power
                       N/A

                  9    Sole Dispositive Power
                       632,050

                  10   Shared Dispositive Power
                       N/A

   11   Aggregate Amount Beneficially Owned by Each Reporting
        Person
             632,798

   12   Check Box if the Aggregate Amount in Row (11) Excludes
        Certain Shares*                   [  ]

   13   Percent of Class Represented by Amount in Row (11)
             21.36%

   14   Type of Reporting Person*
             CO

             The Statement on Schedule 13D dated November 21, 1995, as
   amended and restated by Amendment No. 1 dated March 18, 1996 and
   Amendment No. 2 dated April 8, 1996 and amended by Amendment No. 3
   dated May 16, 1996, Amendment No. 4 dated July 12, 1996, Amendment
   No. 5 dated August 12, 1996, Amendment No. 6 dated September 5,
   1996, Amendment No. 7 dated September 18, 1996 and Amendment No. 8
   dated October 28, 1996 (the "Schedule 13D") filed by Public Storage,
   Inc. (the "Reporting Person"), relating to the Common Stock Series A,
   par value $.01 per share (the "Common Stock Series A" or the "Series A
   Shares"), of Public Storage Properties XVI, Inc., a California
   corporation (the "Issuer"), is amended by this Amendment No. 9 as set
   forth below.  Defined terms that are not defined herein have the
   meanings assigned to those terms in the Schedule 13D.

   Item 3.   Source and Amount of Funds or Other Consideration

             The 565,650 Series A Shares acquired by the Reporting Person
   (as of April 9, 1997) other than in the merger of Public Storage
   Management, Inc. into the Reporting Person were purchased for
   an aggregate cost (including fees) of approximately $9,366,601,
   with funds obtained from the Reporting Person's working capital or
   borrowed under the Reporting Person's Credit Agreement by and among
   the Reporting Person, Wells Fargo Bank, National Association, as agent,
   and the financial institutions party thereto dated as of May 22, 1995
   (incorporated by reference from the Reporting Person's quarterly report
   on Form 10-Q for the quarterly period ended June 30, 1995), all of
   which borrowings have since been repaid.

   Item 4.   Purpose of Transaction

             The Reporting Person and the Issuer have entered into an
   Agreement and Plan of Reorganization dated as of April 9, 1997 (the
   "Merger Agreement") providing for the merger of the Issuer with and
   into the Reporting Person, which is subject to certain conditions (as
   described below).  Upon the merger, each Series A Share (other than
   Series A Shares held by the Reporting Person or by holders of Series A
   Shares of the Issuer ("Series A Shareholders") who have properly
   exercised dissenters' rights under California law ("Dissenting Shares"))
   would be converted into the right to receive cash, the Reporting
   Person's common stock or a combination of the two, as follows:  (i) with
   respect to a certain number of Series A Shares (not to exceed 20% of the
   Series A Shares, less any Dissenting Shares), upon a shareholder's
   election, $20.76 in cash, subject to reduction as described below or
   (ii) that number (subject to rounding) of shares of the Reporting
   Person's common stock determined by dividing $20.76, subject to
   reduction as described below, by the average of the per share closing
   prices on the New York Stock Exchange of the Reporting Person's common
   stock during the 20 consecutive trading days ending on the fifth trading
   day prior to the special meeting of the shareholders of the Issuer.  The
   consideration paid by the Reporting Person to the Series A Shareholders
   in the merger will be reduced by the amount of cash distributions
   required to be paid to the Series A Shareholders by the Issuer prior
   to completion of the merger (estimated at $.73 per share) in order to
   satisfy the Issuer's REIT distribution requirements ("Required REIT
   Distributions").  The consideration received by the Series A
   Shareholders in the merger, however, along with any Required REIT
   Distributions, will not be less than $20.76 per Series A Share, which
   amount represents the interest of the Series A Shareholders in the
   market value of the Issuer's real estate assets at March 17, 1997 (based
   on an independent appraisal) and the interest of the Series A
   Shareholders in the estimated net asset value of its other assets at
   June 30, 1997.  Additional distributions would be made to the Series A
   Shareholders to cause the Issuer's estimated net asset value allocable
   to the Series A Shareholders as of the date of the merger to be
   substantially equivalent to $20.76 per share.  Upon the merger, each
   share of the Issuer's Common Stock Series B and Common Stock Series C
   would be converted into the right to receive $11.82 in the Reporting
   Person's common stock (valued as in the case of the Series A Shares)
   plus (i) any additional distributions equal to the amount by which the
   Issuer's estimated net asset value allocable to the holders of the
   Issuer's Common Stock Series B and Common Stock Series C as of the date
   of the merger exceeds $11.82 per share and (ii) any Required REIT
   Distributions payable to the holders of the Issuer's Common Stock
   Series B (estimated at $.73 per share).  There are 1,180,793.2 shares of
   the Issuer's Common Stock Series B and Common Stock Series C.  The
   Series A Shares and the shares of the Issuer's Common Stock Series B and
   Common Stock Series C held by the Reporting Person will be cancelled in
   the merger.  The merger is subject to (among other things) approval by
   the Issuer's shareholders and the Reporting Person's Board of Directors
   and receipt of a satisfactory fairness opinion by the Issuer.  The
   Reporting Person believes that the conditions to the merger will be
   satisfied, although there can be no assurance.

             For further information regarding the merger, see the Merger
   Agreement which is filed as Exhibit 5 hereto and is incorporated herein
   by this reference.

   Item 5.   Interest in Securities of the Issuer

             As of April 9, 1997, the Reporting Person beneficially owned
   632,798 Series A Shares, representing approximately 21.36% of the
   2,962,348 Series A Shares outstanding.  The Reporting Person has the
   sole power to vote all of these shares, has the sole power to dispose
   of 632,050 of those shares, and has no power to dispose of 748 of
   these shares.

   Item 7.   Material to be Filed as Exhibits

             (Exhibits 1 through 4 are listed in the Schedule 13D)

             Exhibit 5 - Agreement and Plan of Reorganization dated as of
   April 9, 1997 by and among the Reporting Person, the Issuer, Public
   Storage Properties XVII, Inc., Public Storage Properties XVIII, Inc. and
   Public Storage Properties XIX, Inc.



                                      SIGNATURE


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

   Dated:  April 17, 1997              PUBLIC STORAGE, INC.


                                       By:  /s/ SARAH HASS
                                           -------------------------
                                           Sarah Hass
                                           Vice President

   

EX-99.5

                                                                    Exhibit 5

                      AGREEMENT AND PLAN OF REORGANIZATION

         THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is entered
   into as of this 9th day of April, 1997, by and among PUBLIC STORAGE, INC.,
   a California corporation ("PSI"), PUBLIC STORAGE PROPERTIES XVI, INC., a
   California corporation ("PSP16"), PUBLIC STORAGE PROPERTIES XVII, INC., a
   California corporation ("PSP17"), PUBLIC STORAGE PROPERTIES XVIII, INC., a
   California corporation ("PSP18") and PUBLIC STORAGE PROPERTIES XIX, INC.,
   a California corporation ("PSP19").

         A.    The parties intend that this Agreement shall constitute a Plan
   of Reorganization for purposes of Section 368(a) of the Internal Revenue
   Code of 1986, as amended.  The Plan of Reorganization provides for the
   mergers of PSP16, PSP17, PSP18 and PSP19 with and into PSI in accordance
   with the applicable provisions of the General Corporation Law of
   California (the "GCLC") and the Agreements of Merger substantially in the
   form attached hereto as Exhibit A ("Merger Agreements").

         B.    The Boards of Directors of PSI, PSP16, PSP17, PSP18 and PSP19
   believe that it is in the best interests of such corporations and their
   respective shareholders to enter into and complete this Agreement and they
   have approved this Agreement and the transactions contemplated hereby.

         NOW, THEREFORE, the parties agree as follows:

         1.    Adoption of Plan.  The parties hereby adopt the Plan of
   Reorganization hereinafter set forth.

         2.    The Merger.

               2.1   Completion of the Merger.  At the Effective Time (as
   defined below), PSP16, PSP17, PSP18 and PSP19 will be merged with and into
   PSI (the "Mergers") in accordance with the terms, conditions and
   provisions of this Agreement and the Merger Agreements.  The Mergers shall
   become effective at the time at which the Merger Agreements, together with
   the requisite Officers' Certificates of PSI, PSP16, PSP17, PSP18 and PSP19
   are filed with the California Secretary of State in accordance with the
   GCLC (the "Effective Time").  PSI, PSP16, PSP17, PSP18 and PSP19 are
   sometimes collectively referred to herein as the "Constituent
   Corporations" and PSI, as the surviving corporation of the Mergers, is
   sometimes referred to herein as the "Surviving Corporation."  The merger
   of PSP16 into PSI, the merger of PSP17 into PSI, the merger of PSP18 into
   PSI and the merger of PSP19 into PSI are not conditioned on each other.

               2.2   Effect of the Merger.  At the Effective Time:

                     2.2.1  Constituent Corporations.  The separate corporate
   existence of PSP16, PSP17, PSP18 and PSP19 shall cease and the Surviving
   Corporation shall thereupon succeed, without other transfer, to all the
   rights and property of PSP16, PSP17, PSP18 and PSP19 and shall be subject
   to all the debts and liabilities of PSP16, PSP17, PSP18 and PSP19 in the
   same manner as if the Surviving Corporation had itself incurred them; all
   rights of creditors and all liens upon the property of each of the
   Constituent Corporations shall be preserved unimpaired, provided that such
   liens upon property of PSP16, PSP17, PSP18 and PSP19 shall be limited to
   the property affected thereby immediately prior to the Effective Time; and
   any action or proceeding pending by or against PSP16, PSP17, PSP18 and
   PSP19 may be prosecuted to judgment, which shall bind the Surviving
   Corporation, or the Surviving Corporation may be proceeded against or
   substituted in its place.

                     2.2.2  Articles and Bylaws.  The Articles of
   Incorporation and the Bylaws of PSI, as then amended, shall continue to be
   the Articles of Incorporation and the Bylaws of the Surviving Corporation
   until changed as provided by law and their respective provisions.

                     2.2.3  Officers and Directors.  The officers and
   directors of PSI shall continue as officers and directors of the Surviving
   Corporation until their successors are elected and qualified as provided
   by law and in accordance with the Articles of Incorporation and Bylaws of
   the Surviving Corporation.

               2.3   Conversion of Common Stock Series A.  The manner of
   converting the outstanding shares of (i) Common Stock Series A ($.01 par
   value) of PSP16 (the "PSP16 Shares"), (ii) Common Stock Series A ($.01 par
   value) of PSP17 (the "PSP17 Shares"), (iii) Common Stock Series A ($.01
   par value) of PSP18 (the "PSP18 Shares") and (iv) Common Stock Series A
   ($.01 par value) of PSP19 (the "PSP19 Shares") into cash and/or shares of
   Common Stock ($.10 par value) of PSI (the "PSI Shares") shall be as
   follows:

                     2.3.1  Cash Election.  At the Effective Time, subject to
   Sections 2.6 and 6.8 hereof, each PSP16 Share, PSP17 Share, PSP18 Share
   and PSP19 Share as to which a cash election has been made in accordance
   with the provisions of Section 2.5 hereof and has not been revoked,
   relinquished or lost pursuant to Section 2.5 hereof (the "Cash Election
   Shares") shall be converted into and shall represent the right to receive
   $20.76, $19.63, $20.38 and $16.72, respectively, in cash (the "Cash
   Election Price").  As soon as practicable after the Effective Time, the
   registered holders of Cash Election Shares shall be paid the cash to which
   they are entitled hereunder in respect of such Cash Election Shares.

                     2.3.2  Share Exchange.  At the Effective Time, subject
   to Sections 2.4, 2.5, 2.7 and 6.8 hereof, each PSP16 Share, PSP17 Share,
   PSP18 Share and PSP19 Share (other than Cash Election Shares and PSP16,
   PSP17, PSP18 and PSP19 Shares owned by PSI) shall be converted into that
   number of PSI Shares equal to, rounded to the nearest thousandth, the
   quotient (the "Conversion Number") derived by dividing $20.76, $19.63,
   $20.38 and $16.72, respectively, by the average of the per share closing
   prices on the New York Stock Exchange, Inc. (the "NYSE") of PSI Shares
   during the 20 consecutive trading days ending on the fifth trading day
   prior to the meeting of shareholders of PSP16, PSP17, PSP18 and PSP19,
   respectively, provided for in Section 6.2 hereof.  If, prior to the
   Effective Time, PSI should split or combine the PSI Shares, or pay a stock
   dividend, the Conversion Number will be appropriately adjusted to reflect
   such action.

               2.4   No Fractional Shares.  Notwithstanding any other term or
   provision of this Agreement, no fractional PSI Shares and no certificates
   or script therefor, or other evidence of ownership thereof, will be issued
   in the Mergers.  In lieu of any such fractional share interests, each
   holder of PSP16, PSP17, PSP18 and PSP19 Shares who would otherwise be
   entitled to such fractional share will, upon surrender of the certificate
   representing such PSP16, PSP17, PSP18 and PSP19 Shares, receive a whole
   PSI Share if such fractional share to which such holder would otherwise
   have been entitled is .5 of an PSI Share or more, and such fractional
   share shall be disregarded if it represents less than .5 of an PSI Share;
   provided, however, that, such fractional share shall not be disregarded if
   such fractional share to which such holder would otherwise have been
   entitled represents .5 of 1% or more of the total number of PSI Shares
   such holder is entitled to receive in the Mergers.  In such event, such
   holder shall be paid an amount in cash (without interest), rounded to the
   nearest $.01, determined by multiplying (i) the per share closing price on
   the NYSE of the PSI Shares at the Effective Time by (ii) the fractional
   interest.

               2.5   Procedure for Cash Election.  At the time of the mailing
   of the Combined Proxy Statement and Prospectus provided for in Section 6.5
   hereof, PSI will send to each holder of record of PSP16, PSP17, PSP18 and
   PSP19 Shares at the record date for PSP16, PSP17, PSP18 and PSP19 meetings
   of shareholders referred to in Section 6.2 hereof a cash election form
   (the "Form of Election") providing such holder with the option to elect to
   receive the Cash Election Price with respect to all or any portion of such
   holder's PSP16, PSP17, PSP18 or PSP19 Shares.  Any such election to
   receive the cash payment contemplated by Section 2.3.1 hereof shall have
   been properly made only if American Stock Transfer & Trust Company (the
   "Depositary") shall have received at its designated office, by 5:00 p.m.,
   New York time, on the last business day preceding the day of such meeting
   of shareholders, a Form of Election properly completed and accompanied by
   certificates for the shares to which such Form of Election relates (or an
   appropriate guarantee of delivery in a form and on terms satisfactory to
   PSI), as set forth in such Form of Election.  Any Form of Election may be
   revoked by the person submitting the same to the Depositary only by
   written notice received by the Depositary prior to 5:00 p.m., New York
   time, on the last business day before the day of the meeting of
   shareholders referred to in Section 6.2 hereof.  In addition, all Forms of
   Election shall automatically be revoked if the Depositary is notified in
   writing by the parties hereto that the Mergers have been abandoned.  If a
   Form of Election is revoked pursuant to this Section 2.5, the certificate
   or certificates or any guarantee of delivery in respect of the PSP16,
   PSP17, PSP18 and PSP19 Shares to which such Form of Election relates shall
   be promptly returned to the person submitting the same to the Depositary. 
   The Depositary may determine whether or not elections to receive cash have
   been properly made or revoked pursuant to this Section 2.5, and any such
   determination shall be conclusive and binding.  If the Depositary
   determines that any election to receive cash was not properly or timely
   made, the PSP16, PSP17, PSP18 and PSP19 Shares covered thereby shall not
   be treated as Cash Election Shares, and shall be converted in the Mergers
   as provided in Section 2.3.2 hereof.  The Depositary may, with the
   agreement of PSI, PSP16, PSP17, PSP18 and PSP19, establish such
   procedures, not inconsistent with this Section 2.5, as may be necessary
   or desirable to implement this Section 2.5.

               2.6   Procedure for Proration.

                     2.6.1  No Proration of PSP16 Shares.  If the aggregate
   number of Cash Election Shares and Dissenting Shares (as defined below) of
   PSP16 is 20% or less than the number of PSP16 Shares outstanding as of the
   record date for the meeting of shareholders of PSP16 referred to in
   Section 6.2, then each Cash Election Share of PSP16 shall be converted in
   the Mergers into the right to receive the Cash Election Price for PSP16
   Shares.

                     2.6.2  No Proration of PSP17 Shares.  If the aggregate
   number of Cash Election Shares and Dissenting Shares (as defined below) of
   PSP17 is 20% or less than the number of PSP17 Shares outstanding as of the
   record date for the meeting of shareholders of PSP17 referred to in
   Section 6.2, then each Cash Election Share of PSP17 shall be converted in
   the Mergers into the right to receive the Cash Election Price for PSP17
   Shares.

                     2.6.3  No Proration of PSP18 Shares.  If the aggregate
   number of Cash Election Shares and Dissenting Shares (as defined below) of
   PSP18 is 20% or less than the number of PSP18 Shares outstanding as of the
   record date for the meeting of shareholders of PSP18 referred to in
   Section 6.2, then each Cash Election Share of PSP18 shall be converted in
   the Mergers into the right to receive the Cash Election Price for PSP18
   Shares.

                     2.6.4  No Proration of PSP19 Shares.  If the aggregate
   number of Cash Election Shares and Dissenting Shares (as defined below) of
   PSP19 is 20% or less than the number of PSP19 Shares outstanding as of the
   record date for the meeting of shareholders of PSP19 referred to in
   Section 6.2, then each Cash Election Share of PSP19 shall be converted in
   the Mergers into the right to receive the Cash Election Price for PSP19
   Shares.

                     2.6.5  Proration of PSP16 Shares.  If the aggregate
   number of Cash Election Shares and Dissenting Shares of PSP16 exceeds 20%,
   then each Cash Election Share of PSP16 shall be converted in the Mergers
   into the right to receive cash or into PSI Shares as follows:  the number
   of Cash Election Shares of PSP16 owned by a holder of PSP16 Shares that
   shall be converted into the right to receive the Cash Election Price for
   PSP16 Shares shall equal the number obtained by multiplying (i) (A) 20% of
   outstanding PSP16 Shares less (B) the number of Dissenting Shares (as
   hereinafter defined) of PSP16, if any, by (ii) a fraction of which the
   numerator shall be the number of Cash Election Shares owned by such holder
   and the denominator shall be the aggregate number of Cash Election Shares
   of PSP16.  The balance of such Cash Election Shares shall be converted
   into PSI Shares in accordance with the provisions of Section 2.3.2 hereof. 
   Notwithstanding the foregoing, PSI, in its sole discretion, may allow Cash
   Election Shares of PSP16 to receive the Cash Election Price for PSP16
   Shares even if the aggregate number of Cash Election Shares and Dissenting
   Shares of PSP16 exceeds 20% (but not 50%) of the number of PSP16 Shares
   outstanding as of the record date for the meeting of shareholders of PSP16
   referred to in Section 6.2.

                     2.6.6  Proration of PSP17 Shares.  If the aggregate
   number of Cash Election Shares and Dissenting Shares of PSP17 exceeds 20%,
   then each Cash Election Share of PSP17 shall be converted in the Mergers
   into the right to receive cash or into PSI Shares as follows:  the number
   of Cash Election Shares of PSP17 owned by a holder of PSP17 Shares that
   shall be converted into the right to receive the Cash Election Price for
   PSP17 Shares shall equal the number obtained by multiplying (i) (A) 20% of
   outstanding PSP17 Shares less (B) the number of Dissenting Shares (as
   hereinafter defined) of PSP17, if any, by (ii) a fraction of which the
   numerator shall be the number of Cash Election Shares owned by such holder
   and the denominator shall be the aggregate number of Cash Election Shares
   of PSP17.  The balance of such Cash Election Shares shall be converted
   into PSI Shares in accordance with the provisions of Section 2.3.2 hereof. 
   Notwithstanding the foregoing, PSI, in its sole discretion, may allow Cash
   Election Shares of PSP17 to receive the Cash Election Price for PSP17
   Shares even if the aggregate number of Cash Election Shares and Dissenting
   Shares of PSP17 exceeds 20% (but not 50%) of the number of PSP17 Shares
   outstanding as of the record date for the meeting of shareholders of PSP17
   referred to in Section 6.2.

                     2.6.7  Proration of PSP18 Shares.  If the aggregate
   number of Cash Election Shares and Dissenting Shares of PSP18 exceeds 20%,
   then each Cash Election Share of PSP18 shall be converted in the Mergers
   into the right to receive cash or into PSI Shares as follows:  the number
   of Cash Election Shares of PSP18 owned by a holder of PSP18 Shares that
   shall be converted into the right to receive the Cash Election Price for
   PSP18 Shares shall equal the number obtained by multiplying (i) (A) 20% of
   outstanding PSP18 Shares less (B) the number of Dissenting Shares (as
   hereinafter defined) of PSP18, if any, by (ii) a fraction of which the
   numerator shall be the number of Cash Election Shares owned by such holder
   and the denominator shall be the aggregate number of Cash Election Shares
   of PSP18.  The balance of such Cash Election Shares shall be converted
   into PSI Shares in accordance with the provisions of Section 2.3.2 hereof. 
   Notwithstanding the foregoing, PSI, in its sole discretion, may allow Cash
   Election Shares of PSP18 to receive the Cash Election Price for PSP18
   Shares even if the aggregate number of Cash Election Shares and Dissenting
   Shares of PSP18 exceeds 20% (but not 50%) of the number of PSP18 Shares
   outstanding as of the record date for the meeting of shareholders of PSP18
   referred to in Section 6.2.

                     2.6.8  Proration of PSP19 Shares.  If the aggregate
   number of Cash Election Shares and Dissenting Shares of PSP19 exceeds 20%,
   then each Cash Election Share of PSP19 shall be converted in the Mergers
   into the right to receive cash or into PSI Shares as follows:  the number
   of Cash Election Shares of PSP19 owned by a holder of PSP19 Shares that
   shall be converted into the right to receive the Cash Election Price for
   PSP19 Shares shall equal the number obtained by multiplying (i) (A) 20% of
   outstanding PSP19 Shares less (B) the number of Dissenting Shares (as
   hereinafter defined) of PSP19, if any, by (ii) a fraction of which the
   numerator shall be the number of Cash Election Shares owned by such holder
   and the denominator shall be the aggregate number of Cash Election Shares
   of PSP19.  The balance of such Cash Election Shares shall be converted
   into PSI Shares in accordance with the provisions of Section 2.3.2 hereof. 
   Notwithstanding the foregoing, PSI, in its sole discretion, may allow Cash
   Election Shares of PSP19 to receive the Cash Election Price for PSP19
   Shares even if the aggregate number of Cash Election Shares and Dissenting
   Shares of PSP19 exceeds 20% (but not 50%) of the number of PSP19 Shares
   outstanding as of the record date for the meeting of shareholders of PSP19
   referred to in Section 6.2.

               2.7   Dissenting Shares.  PSP16, PSP17, PSP18 and PSP19 Shares
   held by a holder who has demanded and perfected his right to an appraisal
   of such shares in accordance with Section 1300 et seq. of the GCLC and who
   has not effectively withdrawn or lost his right to appraisal ("Dissenting
   Shares") shall not be converted into or represent the right to receive
   cash and/or PSI Shares, but the holder thereof shall be entitled only to
   such rights as are granted by Section 1300 et seq. of the GCLC.  Each
   holder of Dissenting Shares who becomes entitled to payment for PSP16,
   PSP17, PSP18 or PSP19 Shares pursuant to these provisions of the GCLC
   shall receive payment therefor from the Surviving Corporation in
   accordance therewith.  If any holder of PSP16, PSP17, PSP18 or PSP19
   Shares who demands appraisal in accordance with Section 1300 et seq. of
   the GCLC shall effectively withdraw with the consent of the Surviving
   Corporation or lose (through failure to perfect or otherwise) his right to
   appraisal with respect to PSP16, PSP17, PSP18 or PSP19 Shares, such PSP16,
   PSP17, PSP18 or PSP19 Shares shall automatically be converted into the
   right to receive PSI Shares pursuant to Section 2.3.2 hereof.

               2.8   PSI Shares Unaffected.  The Mergers shall effect no
   change in any of the outstanding PSI Shares and no outstanding PSI Shares
   shall be converted or exchanged as a result of the Mergers, and no cash
   shall be exchangeable, and no securities shall be issuable, with respect
   thereto.

               2.9   Cancellation of Shares Held or Owned by Parties.  At the
   Effective Time, any PSP16, PSP17, PSP18 and PSP19 Shares owned by PSI
   shall be cancelled and retired and no shares shall be issuable, and no
   cash shall be exchangeable, with respect thereto.

               2.10  Exchange of Certificates.  After the Effective Time,
   each holder of a certificate theretofore evidencing outstanding PSP16,
   PSP17, PSP18 and PSP19 Shares which were converted into PSI Shares
   pursuant hereto, upon surrender of such certificate to The First National
   Bank of Boston (the "Exchange Agent") or such other agent or agents as
   shall be appointed by the Surviving Corporation, shall be entitled to
   receive a certificate representing the number of whole PSI Shares into
   which the PSP16, PSP17, PSP18 and PSP19 Shares theretofore represented by
   the certificate so surrendered shall have been converted as provided in
   Section 2.3.2 hereof and cash payment in lieu of fractional share
   interests, if any, as provided in Section 2.4 hereof.  As soon as
   practicable after the Effective Time, the Exchange Agent will send a
   notice and a transmittal form to each holder of PSP16, PSP17, PSP18 and
   PSP19 Shares of record at the Effective Time whose stock shall have been
   converted into PSI Shares, advising such holder of the effectiveness of
   the Mergers and the procedure for surrendering to the Exchange Agent
   certificates evidencing PSP16, PSP17, PSP18 and PSP19 Shares in exchange
   for certificates evidencing PSI Shares.

               2.11  Status Until Surrendered.  Until surrendered as provided
   in Section 2.10 hereof, each outstanding certificate which, prior to the
   Effective Time, represented PSP16, PSP17, PSP18 or PSP19 Shares (other
   than Cash Election Shares and Dissenting Shares, if any) will be deemed
   for all corporate purposes to evidence ownership of the number of whole
   PSI Shares into which the PSP16, PSP17, PSP18 or PSP19 Shares evidenced
   thereby were converted.  However, until such outstanding certificates
   formerly evidencing PSP16, PSP17, PSP18 or PSP19 Shares are so
   surrendered, no dividend payable to holders of record of PSI Shares shall
   be paid to the holders of such outstanding certificates in respect of
   PSP16, PSP17, PSP18 or PSP19 Shares, but upon surrender of such
   certificates by such holders there shall be paid to such holders the
   amount of any dividends (without interest) theretofore paid with respect
   to such whole PSI Shares as of any record date on or subsequent to the
   Effective Time and the amount of any cash (without interest) payable to
   such holder in lieu of fractional share interests pursuant to Section 2.4
   hereof.

               2.12  Transfer of Shares.  After the Effective Time, there
   shall be no further registration of transfers of PSP16, PSP17, PSP18
   and PSP19 Shares on the records of PSP16, PSP17, PSP18 and PSP19,
   respectively, and, if certificates formerly evidencing such shares are
   presented to the Surviving Corporation, they shall be cancelled and
   exchanged for certificates evidencing PSI Shares and cash in lieu of
   fractional share interests as herein provided.

               2.13  Conversion of Common Stock Series B and C.  At the
   Effective Time, subject to Section 6.8 hereof, each share of (i) Common
   Stock Series B and C ($.01 par value) of PSP16, (ii) Common Stock Series B
   and C ($.01 par value) of PSP17, (iii) Common Stock Series B and C ($.01
   par value) of PSP18 and (iv) Common Stock Series B and C ($.01 par value)
   of PSP19 (in each case, other than shares owned by PSI) shall be converted
   (or deemed to be converted) into that number of PSI Shares equal to,
   rounded to the nearest thousandth, the quotient derived by dividing
   $11.82, $10.26, $9.36 and $1.41, respectively, by the average per share
   closing prices on the NYSE of PSI Shares during the 20 consecutive trading
   days ending on the fifth trading day prior to the meeting of shareholders
   of PSP16, PSP17, PSP18 and PSP19, respectively, provided for in Section
   6.2 hereof.  If, prior to the Effective Time, PSI should split or combine
   the PSI Shares, or pay a stock dividend, such conversion number will be
   appropriately adjusted to reflect such action.  At the Effective Time, any
   Common Stock Series B and C of PSP16, PSP17, PSP18 and PSP19 owned by PSI
   shall be cancelled and retired and no shares shall be issuable with
   respect thereto.

         3.    Closing.

               3.1   Time and Place of Closing.  If this Agreement is
   approved by the shareholders of PSP16, PSP17, PSP18 or PSP19, a meeting
   (the "Closing") shall take place as promptly as practicable thereafter at
   which the applicable parties will exchange certificates and other
   documents as required by this Agreement.  Such Closing shall take place at
   such time and place as PSI may designate.  The date of the Closing shall
   be referred to as the "Closing Date."

               3.2   Execution and Filing of Merger Agreement.  At or before
   the Closing and after shareholder approval of PSP16, PSP17, PSP18 or
   PSP19, the applicable parties shall execute and deliver the Merger
   Agreements, together with the requisite Officers' Certificates, for filing
   with the California Secretary of State.  The Merger Agreements, together
   with the requisite Officers' Certificates, shall be duly filed with the
   California Secretary of State in accordance with the GCLC as soon as
   practicable following the Closing.

         4.    Representations, Warranties and Agreements of PSP16, PSP17,
   PSP18 and PSP19.

               4.1   Representations, Warranties and Agreements of PSP16. 
   PSP16 represents, warrants and agrees with PSI that:

                     4.1.1  Authorization.  Subject to approval of this
   Agreement by the shareholders of PSP16, (i) the execution, delivery and
   performance of this Agreement by PSP16 has been duly authorized and
   approved by all necessary corporate action of PSP16, and (ii) PSP16 has
   necessary corporate power and authority to enter into this Agreement,
   to perform its obligations hereunder and to complete the transactions
   contemplated hereby.

                     4.1.2  Organization and Related Matters.  PSP16 is a
   corporation duly organized, existing and in good standing under the
   laws of the State of California with all requisite corporate power and
   authority to own, lease and operate its properties and to carry on its
   business as and where now owned, leased, operated or carried on, as
   the case may be; and is duly qualified to do business as a foreign
   corporation and is in good standing in each jurisdiction in which the
   property owned, leased or operated by it or the nature of the business
   carried on by it requires such qualification and where the failure to
   so qualify would have a material adverse effect on the business,
   properties, results of operations or financial condition of PSP16.  PSP16
   has no direct or indirect equitable or beneficial interest in any other
   corporation other than PSCC, Inc.

                     4.1.3  Capital Stock.  The authorized capital stock of
   PSP16 consists solely of (i) 4,983,209 shares of Common Stock Series A
   ($.01 par value), 2,962,348 of which were issued and outstanding as of
   April 9, 1997, (ii) 324,989 shares of Common Stock Series B ($.01 par
   value), 259,991.2 of which were issued and outstanding as of April 9, 1997
   and (iii) 920,802 shares of Common Stock Series C ($.01 par value), all of
   which were issued and outstanding as of April 9, 1997.  All of the issued
   and outstanding shares of Common Stock Series A, B and C of PSP16 have
   been duly and validly authorized and issued, and are fully paid and
   nonassessable.  There are no options or agreements to which PSP16 is a
   party or by which it is bound calling for or requiring the issuance of any
   of PSP16's capital stock, except that the shares of Common Stock Series B
   and C are convertible into shares of Common Stock Series A in accordance
   with PSP16's Articles of Incorporation.

                     4.1.4  Consents and Approvals; No Violation.  Assuming
   approval of the Mergers and of this Agreement by the shareholders of
   PSP16, neither the execution and delivery of this Agreement nor the
   consummation by PSP16 of the transactions contemplated hereby will: 
   (i) conflict with or result in any breach of any provision of its Articles
   of Incorporation or Bylaws; (ii) require any consent, waiver, approval,
   authorization or permit of, or filing with or notification to, any
   governmental or regulatory authority, except (A) in connection with the
   applicable requirements, if any, of the Hart-Scott-Rodino Antitrust
   Improvements Act of 1976, as amended (the "HSR Act"), (B) pursuant to the
   applicable requirements of the federal securities laws and the rules and
   regulations promulgated thereunder, (C) the filing of the Merger
   Agreement(s) and Officers' Certificates pursuant to the GCLC and
   appropriate documents with the relevant authorities of other states in
   which PSP16 is authorized to do business, (D) in connection with any state
   or local tax which is attributable to the beneficial ownership of PSP16's
   real property, (E) as may be required by any applicable state securities
   or takeover laws, or (F) where the failure to obtain such consent,
   approval, authorization or permit, or to make such filing or notification,
   would not in the aggregate have a material adverse effect on PSP16 or
   adversely affect the ability of PSP16 to consummate the transactions
   contemplated hereby; (iii) result in a violation or breach of, or
   constitute a default (or give rise to any right of termination,
   cancellation or acceleration) under any of the terms, conditions or
   provisions of any note, license, mortgage, agreement or other instrument
   or obligation to which PSP16 is a party or any of its properties or assets
   may be bound, except for such violations, breaches and defaults which,
   in the aggregate, would not have a material adverse effect on PSP16 or
   adversely affect the ability of PSP16 to consummate the transactions
   contemplated hereby; or (iv) assuming the consents, approvals,
   authorizations or permits and filings or notifications referred to in this
   Section 4.1.4 are duly and timely obtained or made, violate any order,
   writ, injunction, decree, statute, rule or regulation applicable to PSP16
   or its properties or assets, except for violations which would not in the
   aggregate have a material adverse effect on PSP16 or adversely affect the
   ability of PSP16 to consummate the transactions contemplated hereby.

                     4.1.5  Litigation.  There is no litigation, proceeding
   or governmental investigation which, individually or in the aggregate, is
   or may be material and adverse, pending or, to the knowledge of PSP16,
   threatened against PSP16 or involving any of its properties or assets.

                     4.1.6  SEC Reports.  Since January 1, 1994, PSP16 has
   filed all forms, reports and documents with the Securities and Exchange
   Commission ("SEC") required to be filed by it pursuant to the federal
   securities laws and the rules and regulations promulgated by the SEC
   thereunder, all of which complied in all material respects with all
   applicable requirements of the federal securities laws and such rules and
   regulations (collectively, the "PSP16 SEC Reports").  None of the PSP16
   SEC Reports, including without limitation any financial statements or
   schedules included therein, at the time filed contained any untrue
   statement of a material fact or omitted to state a material fact required
   to be stated therein or necessary in order to make the statements therein,
   in light of the circumstances under which they were made, not misleading.

                     4.1.7  Financial Statements.  The financial statements
   included in the PSP16 SEC Reports complied as to form in all material
   respects with applicable accounting requirements and the published rules
   and regulations of the SEC with respect thereto, have been prepared in
   accordance with generally accepted accounting principles applied on a
   basis consistent with prior periods (except as otherwise noted therein),
   and present fairly the financial position of PSP16 as of their respective
   dates, and the results of operations of PSP16 for the periods presented
   therein (subject, in the case of the unaudited interim financial
   statements, to normal year-end adjustments).

                     4.1.8  Absence of Certain Changes or Events.  Since
   January 1, 1997, the business of PSP16 has been carried on only in the
   ordinary and usual course and there has not been any material adverse
   change in its business, results of operations or financial condition,
   or any damage or destruction in the nature of a casualty loss, whether
   covered by insurance or not, that would materially and adversely affect
   its properties, business or results of operations.

                     4.1.9  S-4 Registration Statement and Proxy Statement
   and Prospectus.  None of the information supplied or to be supplied
   by PSP16 for inclusion or incorporation by reference in the S-4
   Registration Statement or the Combined Proxy Statement and Prospectus
   (as such terms are defined in Section 6.5 hereof) will (i) in the case of
   the S-4 Registration Statement, at the time it becomes effective and at
   the Effective Time, contain any untrue statement of a material fact or
   omit to state any material fact required to be stated therein or necessary
   in order to make the statements therein not misleading, or (ii) in the
   case of the Combined Proxy Statement and Prospectus, at the time of the
   mailing of the Combined Proxy Statement and Prospectus and at the time of
   the meetings of the shareholders of PSP16, PSP17, PSP18 and PSP19, contain
   any untrue statement of a material fact or omit to state any material fact
   required to be stated therein or necessary in order to make the statements
   therein, in light of the circumstances under which they are made, not
   misleading.

                     4.1.10 Insurance.  All material insurance of PSP16 is
   currently in full force and effect and PSP16 has reported all claims
   and occurrences to the extent required by such insurance.

                     4.1.11 Disclosure.  The representations and warranties
   by PSP16 in this Agreement and any certificate or document delivered by it
   pursuant hereto do not and will not contain any untrue statement of
   a material fact or omit to state a material fact necessary to make the
   statements contained herein or therein not misleading.

               4.2   Representations, Warranties and Agreements of PSP17. 
   PSP17 represents, warrants and agrees with PSI that:

                     4.2.1  Authorization.  Subject to approval of this
   Agreement by the shareholders of PSP17, (i) the execution, delivery and
   performance of this Agreement by PSP17 has been duly authorized and
   approved by all necessary corporate action of PSP17, and (ii) PSP17 has
   necessary corporate power and authority to enter into this Agreement,
   to perform its obligations hereunder and to complete the transactions
   contemplated hereby.

                     4.2.2  Organization and Related Matters.  PSP17 is a
   corporation duly organized, existing and in good standing under the
   laws of the State of California with all requisite corporate power and
   authority to own, lease and operate its properties and to carry on its
   business as and where now owned, leased, operated or carried on, as
   the case may be; and is duly qualified to do business as a foreign
   corporation and is in good standing in each jurisdiction in which the
   property owned, leased or operated by it or the nature of the business
   carried on by it requires such qualification and where the failure to
   so qualify would have a material adverse effect on the business,
   properties, results of operations or financial condition of PSP17.  PSP17
   has no direct or indirect equitable or beneficial interest in any other
   corporation other than PSCC, Inc.

                     4.2.3  Capital Stock.  The authorized capital stock of
   PSP17 consists solely of (i) 4,983,209 shares of Common Stock Series A
   ($.01 par value), 2,776,023 of which were issued and outstanding as of
   April 9, 1997, (ii) 324,989 shares of Common Stock Series B ($.01 par
   value), all of which were issued and outstanding as of April 9, 1997 and
   (iii) 920,802 shares of Common Stock Series C ($.01 par value), all of
   which were issued and outstanding as of April 9, 1997.  All of the issued
   and outstanding shares of Common Stock Series A, B and C of PSP17 have
   been duly and validly authorized and issued, and are fully paid and
   nonassessable.  There are no options or agreements to which PSP17 is a
   party or by which it is bound calling for or requiring the issuance of any
   of PSP17's capital stock, except that the shares of Common Stock Series B
   and C are convertible into shares of Common Stock Series A in accordance
   with PSP17's Articles of Incorporation.

                     4.2.4  Consents and Approvals; No Violation.  Assuming
   approval of the Mergers and of this Agreement by the shareholders of
   PSP17, neither the execution and delivery of this Agreement nor the
   consummation by PSP17 of the transactions contemplated hereby will: 
   (i) conflict with or result in any breach of any provision of its Articles
   of Incorporation or Bylaws; (ii) require any consent, waiver, approval,
   authorization or permit of, or filing with or notification to, any
   governmental or regulatory authority, except (A) in connection with the
   applicable requirements, if any, of the Hart-Scott-Rodino Antitrust
   Improvements Act of 1976, as amended (the "HSR Act"), (B) pursuant to the
   applicable requirements of the federal securities laws and the rules and
   regulations promulgated thereunder, (C) the filing of the Merger
   Agreement(s) and Officers' Certificates pursuant to the GCLC and
   appropriate documents with the relevant authorities of other states in
   which PSP17 is authorized to do business, (D) in connection with any state
   or local tax which is attributable to the beneficial ownership of PSP17's
   real property, (E) as may be required by any applicable state securities
   or takeover laws, or (F) where the failure to obtain such consent,
   approval, authorization or permit, or to make such filing or notification,
   would not in the aggregate have a material adverse effect on PSP17 or
   adversely affect the ability of PSP17 to consummate the transactions
   contemplated hereby; (iii) result in a violation or breach of, or
   constitute a default (or give rise to any right of termination,
   cancellation or acceleration) under any of the terms, conditions or
   provisions of any note, license, mortgage, agreement or other instrument
   or obligation to which PSP17 is a party or any of its properties or assets
   may be bound, except for such violations, breaches and defaults which, in
   the aggregate, would not have a material adverse effect on PSP17 or
   adversely affect the ability of PSP17 to consummate the transactions
   contemplated hereby; or (iv) assuming the consents, approvals,
   authorizations or permits and filings or notifications referred to in this
   Section 4.1.4 are duly and timely obtained or made, violate any order,
   writ, injunction, decree, statute, rule or regulation applicable to PSP17
   or its properties or assets, except for violations which would not in the
   aggregate have a material adverse effect on PSP17 or adversely affect the
   ability of PSP17 to consummate the transactions contemplated hereby.

                     4.2.5  Litigation.  There is no litigation, proceeding
   or governmental investigation which, individually or in the aggregate, is
   or may be material and adverse, pending or, to the knowledge of PSP17,
   threatened against PSP17 or involving any of its properties or assets.

                     4.2.6  SEC Reports.  Since January 1, 1994, PSP17 has
   filed all forms, reports and documents with the Securities and Exchange
   Commission ("SEC") required to be filed by it pursuant to the federal
   securities laws and the rules and regulations promulgated by the SEC
   thereunder, all of which complied in all material respects with all
   applicable requirements of the federal securities laws and such rules and
   regulations (collectively, the "PSP17 SEC Reports").  None of the PSP17
   SEC Reports, including without limitation any financial statements or
   schedules included therein, at the time filed contained any untrue
   statement of a material fact or omitted to state a material fact required
   to be stated therein or necessary in order to make the statements therein,
   in light of the circumstances under which they were made, not misleading.

                     4.2.7  Financial Statements.  The financial statements
   included in the PSP17 SEC Reports complied as to form in all material
   respects with applicable accounting requirements and the published rules
   and regulations of the SEC with respect thereto, have been prepared in
   accordance with generally accepted accounting principles applied on a
   basis consistent with prior periods (except as otherwise noted therein),
   and present fairly the financial position of PSP17 as of their respective
   dates, and the results of operations of PSP17 for the periods presented
   therein (subject, in the case of the unaudited interim financial
   statements, to normal year-end adjustments).

                     4.2.8  Absence of Certain Changes or Events.  Since
   January 1, 1997, the business of PSP17 has been carried on only in the
   ordinary and usual course and there has not been any material adverse
   change in its business, results of operations or financial condition,
   or any damage or destruction in the nature of a casualty loss, whether
   covered by insurance or not, that would materially and adversely affect
   its properties, business or results of operations.

                     4.2.9  S-4 Registration Statement and Combined Proxy
   Statement and Prospectus.  None of the information supplied or to be
   supplied by PSP17 for inclusion or incorporation by reference in the S-4
   Registration Statement or the Combined Proxy Statement and Prospectus (as
   such terms are defined in Section 6.5 hereof) will (i) in the case of the
   S-4 Registration Statement, at the time it becomes effective and at the
   Effective Time, contain any untrue statement of a material fact or omit
   to state any material fact required to be stated therein or necessary in
   order to make the statements therein not misleading, or (ii) in the case
   of the Combined Proxy Statement and Prospectus, at the time of the mailing
   of the Combined Proxy Statement and Prospectus and at the time of the
   meetings of the shareholders of PSP17, PSP16, PSP18 and PSP19, contain any
   untrue statement of a material fact or omit to state any material fact
   required to be stated therein or necessary in order to make the statements
   therein, in light of the circumstances under which they are made, not
   misleading.

                     4.2.10 Insurance.  All material insurance of PSP17 is
   currently in full force and effect and PSP17 has reported all claims
   and occurrences to the extent required by such insurance.

                     4.2.11 Disclosure.  The representations and warranties
   by PSP17 in this Agreement and any certificate or document delivered by it
   pursuant hereto do not and will not contain any untrue statement of
   a material fact or omit to state a material fact necessary to make the
   statements contained herein or therein not misleading.

               4.3   Representations, Warranties and Agreements of PSP18. 
   PSP18 represents, warrants and agrees with PSI that:

                     4.3.1  Authorization.  Subject to approval of this
   Agreement by the shareholders of PSP18, (i) the execution, delivery
   and performance of this Agreement by PSP18 has been duly authorized and
   approved by all necessary corporate action of PSP18, and (ii) PSP18 has
   necessary corporate power and authority to enter into this Agreement,
   to perform its obligations hereunder and to complete the transactions
   contemplated hereby.

                     4.3.2  Organization and Related Matters.  PSP18 is a
   corporation duly organized, existing and in good standing under the
   laws of the State of California with all requisite corporate power and
   authority to own, lease and operate its properties and to carry on its
   business as and where now owned, leased, operated or carried on, as
   the case may be; and is duly qualified to do business as a foreign
   corporation and is in good standing in each jurisdiction in which the
   property owned, leased or operated by it or the nature of the business
   carried on by it requires such qualification and where the failure to
   so qualify would have a material adverse effect on the business,
   properties, results of operations or financial condition of PSP18.  PSP18
   has no direct or indirect equitable or beneficial interest in any other
   corporation other than PSCC, Inc.

                     4.3.3  Capital Stock.  The authorized capital stock of
   PSP18 consists solely of (i) 4,983,209 shares of Common Stock Series A
   ($.01 par value), 2,775,900 of which were issued and outstanding as of
   April 9, 1997, (ii) 324,989 shares of Common Stock Series B ($.01 par
   value), all of which were issued and outstanding as of April 9, 1997 and
   (iii) 920,802 shares of Common Stock Series C ($.01 par value), all of
   which were issued and outstanding as of April 9, 1997.  All of the issued
   and outstanding shares of Common Stock Series A, B and C of PSP18 have
   been duly and validly authorized and issued, and are fully paid and
   nonassessable.  There are no options or agreements to which PSP18 is a
   party or by which it is bound calling for or requiring the issuance of any
   of PSP18's capital stock, except that the shares of Common Stock Series B
   and C are convertible into shares of Common Stock Series A in accordance
   with PSP18's Articles of Incorporation.

                     4.3.4  Consents and Approvals; No Violation.  Assuming
   approval of the Mergers and of this Agreement by the shareholders of
   PSP18, neither the execution and delivery of this Agreement nor the
   consummation by PSP18 of the transactions contemplated hereby will: 
   (i) conflict with or result in any breach of any provision of its Articles
   of Incorporation or Bylaws; (ii) require any consent, waiver, approval,
   authorization or permit of, or filing with or notification to, any
   governmental or regulatory authority, except (A) in connection with the
   applicable requirements, if any, of the Hart-Scott-Rodino Antitrust
   Improvements Act of 1976, as amended (the "HSR Act"), (B) pursuant to the
   applicable requirements of the federal securities laws and the rules and
   regulations promulgated thereunder, (C) the filing of the Merger
   Agreement(s) and Officers' Certificates pursuant to the GCLC and
   appropriate documents with the relevant authorities of other states in
   which PSP18 is authorized to do business, (D) in connection with any state
   or local tax which is attributable to the beneficial ownership of PSP18's
   real property, (E) as may be required by any applicable state securities
   or takeover laws, or (F) where the failure to obtain such consent,
   approval, authorization or permit, or to make such filing or notification,
   would not in the aggregate have a material adverse effect on PSP18 or
   adversely affect the ability of PSP18 to consummate the transactions
   contemplated hereby; (iii) result in a violation or breach of, or
   constitute a default (or give rise to any right of termination,
   cancellation or acceleration) under any of the terms, conditions or
   provisions of any note, license, mortgage, agreement or other instrument
   or obligation to which PSP18 is a party or any of its properties or assets
   may be bound, except for such violations, breaches and defaults which,
   in the aggregate, would not have a material adverse effect on PSP18 or
   adversely affect the ability of PSP18 to consummate the transactions
   contemplated hereby; or (iv) assuming the consents, approvals,
   authorizations or permits and filings or notifications referred to in this
   Section 4.1.4 are duly and timely obtained or made, violate any order,
   writ, injunction, decree, statute, rule or regulation applicable to PSP18
   or its properties or assets, except for violations which would not in the
   aggregate have a material adverse effect on PSP18 or adversely affect the
   ability of PSP18 to consummate the transactions contemplated hereby.

                     4.3.5  Litigation.  There is no litigation, proceeding
   or governmental investigation which, individually or in the aggregate, is
   or may be material and adverse, pending or, to the knowledge of PSP18,
   threatened against PSP18 or involving any of its properties or assets.

                     4.3.6  SEC Reports.  Since January 1, 1994, PSP18 has
   filed all forms, reports and documents with the Securities and Exchange
   Commission ("SEC") required to be filed by it pursuant to the federal
   securities laws and the rules and regulations promulgated by the SEC
   thereunder, all of which complied in all material respects with all
   applicable requirements of the federal securities laws and such rules and
   regulations (collectively, the "PSP18 SEC Reports").  None of the PSP18
   SEC Reports, including without limitation any financial statements or
   schedules included therein, at the time filed contained any untrue
   statement of a material fact or omitted to state a material fact required
   to be stated therein or necessary in order to make the statements therein,
   in light of the circumstances under which they were made, not misleading.

                     4.3.7  Financial Statements.  The financial statements
   included in the PSP18 SEC Reports complied as to form in all material
   respects with applicable accounting requirements and the published rules
   and regulations of the SEC with respect thereto, have been prepared in
   accordance with generally accepted accounting principles applied on a
   basis consistent with prior periods (except as otherwise noted therein),
   and present fairly the financial position of PSP18 as of their respective
   dates, and the results of operations of PSP18 for the periods presented
   therein (subject, in the case of the unaudited interim financial
   statements, to normal year-end adjustments).

                     4.3.8  Absence of Certain Changes or Events.  Since
   January 1, 1997, the business of PSP18 has been carried on only in the
   ordinary and usual course and there has not been any material adverse
   change in its business, results of operations or financial condition,
   or any damage or destruction in the nature of a casualty loss, whether
   covered by insurance or not, that would materially and adversely affect
   its properties, business or results of operations.

                     4.3.9  S-4 Registration Statement and Combined Proxy
   Statement and Prospectus.  None of the information supplied or to be
   supplied by PSP18 for inclusion or incorporation by reference in the S-4
   Registration Statement or the Combined Proxy Statement and Prospectus (as
   such terms are defined in Section 6.5 hereof) will (i) in the case of the
   S-4 Registration Statement, at the time it becomes effective and at the
   Effective Time, contain any untrue statement of a material fact or omit to
   state any material fact required to be stated therein or necessary in
   order to make the statements therein not misleading, or (ii) in the case
   of the Combined Proxy Statement and Prospectus, at the time of the mailing
   of the Combined Proxy Statement and Prospectus and at the time of the
   meetings of the shareholders of PSP18, PSP16, PSP17 and PSP19, contain any
   untrue statement of a material fact or omit to state any material fact
   required to be stated therein or necessary in order to make the statements
   therein, in light of the circumstances under which they are made, not
   misleading.

                     4.3.10 Insurance.  All material insurance of PSP18 is
   currently in full force and effect and PSP18 has reported all claims
   and occurrences to the extent required by such insurance.

                     4.3.11 Disclosure.  The representations and warranties
   by PSP18 in this Agreement and any certificate or document delivered by it
   pursuant hereto do not and will not contain any untrue statement of
   a material fact or omit to state a material fact necessary to make the
   statements contained herein or therein not misleading.

               4.4   Representations, Warranties and Agreements of PSP19. 
   PSP19 represents, warrants and agrees with PSI that:

                     4.4.1  Authorization.  Subject to approval of this
   Agreement by the shareholders of PSP19, (i) the execution, delivery
   and performance of this Agreement by PSP19 has been duly authorized and
   approved by all necessary corporate action of PSP19, and (ii) PSP19 has
   necessary corporate power and authority to enter into this Agreement,
   to perform its obligations hereunder and to complete the transactions
   contemplated hereby.

                     4.4.2  Organization and Related Matters.  PSP19 is a
   corporation duly organized, existing and in good standing under the
   laws of the State of California with all requisite corporate power and
   authority to own, lease and operate its properties and to carry on its
   business as and where now owned, leased, operated or carried on, as
   the case may be; and is duly qualified to do business as a foreign
   corporation and is in good standing in each jurisdiction in which the
   property owned, leased or operated by it or the nature of the business
   carried on by it requires such qualification and where the failure to
   so qualify would have a material adverse effect on the business,
   properties, results of operations or financial condition of PSP19.  PSP19
   has no direct or indirect equitable or beneficial interest in any other
   corporation other than PSCC, Inc.

                     4.4.3  Capital Stock.  The authorized capital stock of
   PSP19 consists solely of (i) 4,343,310 shares of Common Stock Series A
   ($.01 par value), 3,023,371 of which were issued and outstanding as of
   April 9, 1997, (ii) 283,224 shares of Common Stock Series B ($.01 par
   value), all of which were issued and outstanding as of April 9, 1997 and
   (iii) 802,466 shares of Common Stock Series C ($.01 par value), all of
   which were issued and outstanding as of April 9, 1997.  All of the issued
   and outstanding shares of Common Stock Series A, B and C of PSP19 have
   been duly and validly authorized and issued, and are fully paid and
   nonassessable.  There are no options or agreements to which PSP19 is a
   party or by which it is bound calling for or requiring the issuance of any
   of PSP19's capital stock, except that the shares of Common Stock Series B
   and C are convertible into shares of Common Stock Series A in accordance
   with PSP19's Articles of Incorporation.

                     4.4.4  Consents and Approvals; No Violation.  Assuming
   approval of the Mergers and of this Agreement by the shareholders of
   PSP19, neither the execution and delivery of this Agreement nor the
   consummation by PSP19 of the transactions contemplated hereby will: 
   (i) conflict with or result in any breach of any provision of its Articles
   of Incorporation or Bylaws; (ii) require any consent, waiver, approval,
   authorization or permit of, or filing with or notification to, any
   governmental or regulatory authority, except (A) in connection with the
   applicable requirements, if any, of the Hart-Scott-Rodino Antitrust
   Improvements Act of 1976, as amended (the "HSR Act"), (B) pursuant to the
   applicable requirements of the federal securities laws and the rules
   and regulations promulgated thereunder, (C) the filing of the Merger
   Agreement(s) and Officers' Certificates pursuant to the GCLC and
   appropriate documents with the relevant authorities of other states in
   which PSP19 is authorized to do business, (D) in connection with any state
   or local tax which is attributable to the beneficial ownership of PSP19's
   real property, (E) as may be required by any applicable state securities
   or takeover laws, or (F) where the failure to obtain such consent,
   approval, authorization or permit, or to make such filing or notification,
   would not in the aggregate have a material adverse effect on PSP19 or
   adversely affect the ability of PSP19 to consummate the transactions
   contemplated hereby; (iii) result in a violation or breach of, or
   constitute a default (or give rise to any right of termination,
   cancellation or acceleration) under any of the terms, conditions or
   provisions of any note, license, mortgage, agreement or other instrument
   or obligation to which PSP19 is a party or any of its properties or assets
   may be bound, except for such violations, breaches and defaults which,
   in the aggregate, would not have a material adverse effect on PSP19 or
   adversely affect the ability of PSP19 to consummate the transactions
   contemplated hereby; or (iv) assuming the consents, approvals,
   authorizations or permits and filings or notifications referred to in this
   Section 4.1.4 are duly and timely obtained or made, violate any order,
   writ, injunction, decree, statute, rule or regulation applicable to PSP19
   or its properties or assets, except for violations which would not in the
   aggregate have a material adverse effect on PSP19 or adversely affect the
   ability of PSP19 to consummate the transactions contemplated hereby.

                     4.4.5  Litigation.  There is no litigation, proceeding
   or governmental investigation which, individually or in the aggregate, is
   or may be material and adverse, pending or, to the knowledge of PSP19,
   threatened against PSP19 or involving any of its properties or assets.

                     4.4.6  SEC Reports.  Since January 1, 1994, PSP19 has
   filed all forms, reports and documents with the Securities and Exchange
   Commission ("SEC") required to be filed by it pursuant to the federal
   securities laws and the rules and regulations promulgated by the SEC
   thereunder, all of which complied in all material respects with all
   applicable requirements of the federal securities laws and such rules and
   regulations (collectively, the "PSP19 SEC Reports").  None of the PSP19
   SEC Reports, including without limitation any financial statements or
   schedules included therein, at the time filed contained any untrue
   statement of a material fact or omitted to state a material fact required
   to be stated therein or necessary in order to make the statements therein,
   in light of the circumstances under which they were made, not misleading.

                     4.4.7  Financial Statements.  The financial statements
   included in the PSP19 SEC Reports complied as to form in all material
   respects with applicable accounting requirements and the published rules
   and regulations of the SEC with respect thereto, have been prepared in
   accordance with generally accepted accounting principles applied on a
   basis consistent with prior periods (except as otherwise noted therein),
   and present fairly the financial position of PSP19 as of their respective
   dates, and the results of operations of PSP19 for the periods presented
   therein (subject, in the case of the unaudited interim financial
   statements, to normal year-end adjustments).

                     4.4.8  Absence of Certain Changes or Events.  Since
   January 1, 1997, the business of PSP19 has been carried on only in the
   ordinary and usual course and there has not been any material adverse
   change in its business, results of operations or financial condition,
   or any damage or destruction in the nature of a casualty loss, whether
   covered by insurance or not, that would materially and adversely affect
   its properties, business or results of operations.

                     4.4.9  S-4 Registration Statement and Combined Proxy
   Statement and Prospectus.  None of the information supplied or to be
   supplied by PSP19 for inclusion or incorporation by reference in the S-4
   Registration Statement or the Combined Proxy Statement and Prospectus (as
   such terms are defined in Section 6.5 hereof) will (i) in the case of the
   S-4 Registration Statement, at the time it becomes effective and at the
   Effective Time, contain any untrue statement of a material fact or omit to
   state any material fact required to be stated therein or necessary in
   order to make the statements therein not misleading, or (ii) in the case
   of the Combined Proxy Statement and Prospectus, at the time of the mailing
   of the Combined Proxy Statement and Prospectus and at the time of the
   meetings of the shareholders of PSP19, PSP16, PSP17 and PSP18, contain any
   untrue statement of a material fact or omit to state any material fact
   required to be stated therein or necessary in order to make the statements
   therein, in light of the circumstances under which they are made, not
   misleading.

                     4.4.10 Insurance.  All material insurance of PSP19 is
   currently in full force and effect and PSP19 has reported all claims
   and occurrences to the extent required by such insurance.

                     4.4.11 Disclosure.  The representations and warranties
   by PSP19 in this Agreement and any certificate or document delivered by it
   pursuant hereto do not and will not contain any untrue statement of
   a material fact or omit to state a material fact necessary to make the
   statements contained herein or therein not misleading.

         5.    Representations, Warranties and Agreements of PSI.  PSI hereby
   represents, warrants and agrees with PSP16, PSP17, PSP18 and PSP19 that:

               5.1   Authorization.  The execution, delivery and performance
   of this Agreement by PSI have been duly authorized and approved by all
   necessary corporate action of PSI, and PSI has all necessary corporate
   power and authority to enter into this Agreement, to perform its
   obligations hereunder and to complete the transactions contemplated
   hereby.

               5.2   Organization and Related Matters.  PSI is a corporation
   duly organized, existing and in good standing under the laws of the State
   of California, with all requisite corporate power and authority to own,
   lease and operate its properties and to carry on its business as and where
   now owned, leased, operated or carried on, as the case may be; and is duly
   qualified to do business as a foreign corporation and is in good standing
   in each jurisdiction in which the property owned, leased or operated by it
   or the nature of the business carried on by it requires such qualification
   and where the failure to so qualify would have a material adverse effect
   on the business, properties, results of operations or financial condition
   of PSI.

               5.3   Capital Stock.  The authorized capital stock of PSI
   consists solely of (i) 200,000,000 shares of Common Stock ($.10 par
   value), 93,041,461 of which were issued and outstanding as of March 31,
   1997, (ii) 7,000,000 shares of Class B Common Stock ($.10 par value),
   all of which were issued and outstanding as of March 31, 1997,
   (iii) 50,000,000 shares of Preferred Stock ($.10 par value), 13,396,764
   of which were issued and outstanding as of March 31, 1997 and
   (iv) 200,000,000 shares of Equity Stock ($.01 par value), none of which
   were issued and outstanding at March 31, 1997.  All of the issued and
   outstanding shares of Common Stock, Class B Common Stock and Preferred
   Stock of PSI have been duly and validly authorized and issued, and are
   fully paid and nonassessable.  The issuance of the PSI Shares in the
   Mergers has been duly and validly authorized and, when issued and
   delivered as provided in this Agreement, the PSI Shares will have
   been duly and validly issued, fully paid and nonassessable; and the
   shareholders of PSI have no preemptive rights with respect to any shares
   of capital stock of PSI.

               5.4   Consents and Approvals; No Violation.  Neither the
   execution and delivery of this Agreement nor the consummation by PSI of
   the transactions contemplated hereby will:  (i) conflict with or result in
   any breach of any provision of its Articles of Incorporation or Bylaws;
   (ii) require any consent, waiver, approval, authorization or permit of, or
   filing with or notification to, any governmental or regulatory authority,
   except (A) in connection with the applicable requirements, if any, of the
   HSR Act, (B) pursuant to the applicable requirements of the federal
   securities laws and the rules and regulations promulgated thereunder, (C)
   the filing of the Merger Agreements and Officers' Certificates pursuant to
   the GCLC and appropriate documents with the relevant authorities of other
   states in which PSI is authorized to do business, (D) in connection with
   any state or local tax which is attributable to the beneficial ownership
   of the real property of PSP16, PSP17, PSP18 and PSP19, (E) as may be
   required by any applicable state securities or takeover laws, or (F) where
   the failure to obtain such consent, approval, authorization or permit, or
   to make such filing or notification, would not in the aggregate have a
   material adverse effect on PSI or adversely affect the ability of PSI
   to consummate the transactions contemplated hereby; (iii) result in a
   violation or breach of, or constitute a default (or give rise to any right
   of termination, cancellation or acceleration) under any of the terms,
   conditions or provisions of any note, license, mortgage, agreement or
   other instrument or obligation to which PSI is a party or any of its
   properties or assets may be bound, except for such violations, breaches
   and defaults which, in the aggregate, would not have a material adverse
   effect on PSI or adversely affect the ability of PSI to consummate the
   transactions contemplated hereby; or (iv) assuming the consents,
   approvals, authorizations or permits and filings or notifications referred
   to in this Section 5.4 are duly and timely obtained or made, violate any
   order, writ, injunction, decree, statute, rule or regulation applicable to
   PSI or its properties or assets, except for violations which would not in
   the aggregate have a material adverse effect on PSI or adversely affect
   the ability of PSI to consummate the transactions contemplated hereby.

               5.5   Litigation. There is no litigation, proceeding or
   governmental investigation which, individually or in the aggregate, is or
   may be material and adverse, pending or, to the knowledge of PSI,
   threatened against PSI or involving any of its properties or assets.

               5.6   SEC Reports.  Since January 1, 1994, PSI has filed all
   forms, reports and documents with the SEC required to be filed by it
   pursuant to the federal securities laws and the rules and regulations
   promulgated by the SEC thereunder, all of which complied in all material
   respects with all applicable requirements of the federal securities laws
   and such rules and regulations (collectively, the "PSI SEC Reports"). 
   None of the PSI SEC Reports, including without limitation any financial
   statements or schedules included therein, at the time filed contained any
   untrue statement of a material fact or omitted to state a material fact
   required to be stated therein or necessary in order to make the statements
   therein, in light of the circumstances under which they were made, not
   misleading.

               5.7   Financial Statements.  The financial statements included
   in PSI's SEC Reports complied as to form in all material respects with
   applicable accounting requirements and the published rules and regulations
   of the SEC with respect thereto, have been prepared in accordance with
   generally accepted accounting principles applied on a basis consistent
   with prior periods (except as otherwise noted therein), and present fairly
   the financial position of PSI as of their respective dates, and the
   results of operations of PSI for the periods presented therein (subject,
   in the case of the unaudited interim financial statements, to normal
   year-end adjustments).

               5.8   Absence of Certain Changes or Events.  Since January 1,
   1997, the business of PSI has been carried on only in the ordinary and
   usual course and there has not been any material adverse change in its
   business, results of operations or financial condition, or any damage or
   destruction in the nature of a casualty loss, whether covered by insurance
   or not, that would materially and adversely affect its properties,
   business or results of operations.

               5.9   S-4 Registration Statement and Combined Proxy Statement
   and Prospectus.  None of the information supplied or to be supplied by PSI
   for inclusion or incorporation by reference in the S-4 Registration
   Statement or the Combined Proxy Statement and Prospectus (as those terms
   are defined in Section 6.5 hereof) will (i) in the case of the S-4
   Registration Statement, at the time it becomes effective and at the
   Effective Time, contain any untrue statement of a material fact or omit to
   state any material fact required to be stated therein or necessary in
   order to make the statements therein not misleading, or (ii) in the case
   of the Combined Proxy Statement and Prospectus, at the time of the mailing
   of the Combined Proxy Statement and Prospectus and at the time of the
   meetings of the shareholders of PSP16, PSP17, PSP18 and PSP19, contain any
   untrue statement of a material fact or omit to state any material fact
   required to be stated therein or necessary in order to make the statements
   therein, in light of the circumstances under which they are made, not
   misleading.

               5.10  Insurance.  All material insurance of PSI is currently
   in full force and effect and PSI has reported all claims and occurrences
   to the extent required by such insurance.

               5.11  Disclosure.  The representations and warranties by PSI
   in this Agreement and any certificate or document delivered by it pursuant
   hereto do not and will not contain any untrue statement of a material fact
   or omit to state a material fact necessary to make the statements
   contained herein or therein not misleading.

         6.    Covenants and Agreements.

               6.1   Ordinary Course.  Except as contemplated by this
   Agreement, during the period from the date of this Agreement to the
   Effective Time, each of PSI, PSP16, PSP17, PSP18 and PSP19 will carry on
   its business in the ordinary course in substantially the same manner as
   heretofore conducted and use all reasonable efforts to:  (a) preserve
   intact its present business, organization and goodwill, (b) maintain all
   permits, licenses and authorizations required by applicable laws, and (c)
   keep available the services of its present employees and preserve its
   relationships with customers, suppliers, lenders, lessors, governmental
   entities and others having business or regulatory dealings with it. 
   PSP16, PSP17, PSP18 and PSP19 will not issue any capital stock or debt
   securities convertible into capital stock.  PSI, PSP16, PSP17, PSP18 and
   PSP19 will promptly notify the others of any event or occurrence not in
   the ordinary and usual course of business or which may have a material
   adverse effect on the properties or financial condition of such party.

               6.2   Meetings of Shareholders.  PSP16, PSP17, PSP18 and PSP19
   will take all action necessary in accordance with applicable law to
   convene a meeting of its shareholders as promptly as practicable to
   consider and vote upon approval of this Agreement, it being understood
   that the principal terms of the Agreement must be approved by (i) in the
   case of PSP16, the affirmative vote of a majority of the outstanding
   shares of Common Stock Series A, B and C of PSP16, counted together as a
   single class with the shares of Common Stock Series B and C voted with the
   holders of a majority of the unaffiliated shares of Common Stock Series A;
   (ii) in the case of PSP17, the affirmative vote of a majority of the
   outstanding shares of Common Stock Series A, B and C of PSP17, counted
   together as a single class with the shares of Common Stock Series B and C
   voted with the holders of a majority of the unaffiliated shares of Common
   Stock Series A; (iii) in the case of PSP18, the affirmative vote of a
   majority of the outstanding shares of Common Stock Series A, B and C of
   PSP18, counted together as a single class with the shares of Common Stock
   Series B and C voted with the holders of a majority of the unaffiliated
   shares of Common Stock Series A; and (iv) in the case of PSP19, the
   affirmative vote of a majority of the outstanding shares of Common Stock
   Series A, B and C of PSP19, counted together as a single class with the
   shares of Common Stock Series B and C voted with the holders of a majority
   of the unaffiliated shares of Common Stock Series A.

               6.3   Tax Reporting.  Each of PSI, PSP16, PSP17, PSP18 and
   PSP19 agrees to report the Mergers for federal and state income tax
   purposes, as a reorganization of the type described in Section
   368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.

               6.4   Acquisition Proposals.  PSP16, PSP17, PSP18 and PSP19
   will not initiate, solicit or encourage, directly or indirectly, any
   inquiries or the making of any proposal with respect to a merger,
   consolidation, share exchange or similar transaction involving PSP16,
   PSP17, PSP18 or PSP19, or any purchase of all or any significant portion
   of either of their assets, or any equity interest in either of them, other
   than the transactions contemplated hereby (an "Acquisition Proposal"), or
   engage in any negotiations concerning, or provide any confidential
   information or data to, or have any discussions with, any person relating
   to an Acquisition Proposal; provided, however, that the respective Board
   of Directors on behalf of PSP16, PSP17, PSP18 or PSP19 may furnish or
   cause to be furnished information and may participate in such discussions
   and negotiations through its representatives with persons who have sought
   the same if the failure to provide such information or participate in such
   negotiations and discussions might cause the members of the Board of
   Directors of PSP16, PSP17, PSP18 or PSP19 to breach their fiduciary duty
   to the shareholders of the respective corporation under applicable law as
   advised by counsel.  PSP16, PSP17, PSP18 and PSP19 will notify PSI
   immediately if any such inquiries or proposals are received by, any such
   information is requested from, or any such negotiations or discussions are
   sought to be initiated or continued with PSP16, PSP17, PSP18 or PSP19, and
   will keep PSI informed of the status and terms of any such proposals and
   any such negotiations or discussions.

               6.5   Registration and Proxy Statements.  PSP16, PSP17, PSP18
   and PSP19 will promptly prepare and file with the SEC a combined
   preliminary proxy statement in connection with the vote of shareholders of
   PSP16, PSP17, PSP18 and PSP19 with respect to the Mergers.  PSI will, as
   promptly as practicable, prepare and file with the SEC a registration
   statement on Form S-4 (the "S-4 Registration Statement"), containing a
   combined proxy statement/prospectus, in connection with the registration
   under the Securities Act of 1933, as amended (the "Securities Act") of the
   PSI Shares to be issued to holders of PSP16, PSP17, PSP18 and PSP19 Shares
   in the Mergers (such combined proxy statement/prospectus, together with
   any amendments thereof or supplements thereto, in each case in the form or
   forms to be mailed to the shareholders of PSP16, PSP17, PSP18 and PSP19,
   being herein called the "Combined Proxy Statement and Prospectus").  PSI,
   PSP16, PSP17, PSP18 and PSP19 will use their best efforts to have or cause
   the S-4 Registration Statement to be declared effective as promptly as
   practicable, and also will take any other action required to be taken
   under federal or state securities laws, and PSP16, PSP17, PSP18 and PSP19
   will each use its best efforts to cause the Combined Proxy Statement and
   Prospectus to be mailed to its respective shareholders at the earliest
   practicable date.  PSP16, PSP17, PSP18 and PSP19 agree that if at any time
   prior to the Effective Time any event with respect to PSP16, PSP17, PSP18
   and PSP19, respectively, should occur which is required to be described
   in an amendment of, or a supplement to, the Combined Proxy Statement and
   Prospectus or the S-4 Registration Statement, such event shall be so
   described, and such amendment or supplement shall be promptly filed with
   the SEC and, as required by law, disseminated to the shareholders of
   PSP16, PSP17, PSP18 and PSP19 and (ii) the Combined Proxy Statement and
   Prospectus will (with respect to PSP16, PSP17, PSP18 and PSP19) comply
   as to form in all material respects with the requirements of the federal
   securities laws.  PSI agrees that (i) if at any time prior to the
   Effective Time any event with respect to PSI should occur which is
   required to be described in an amendment of, or a supplement to, the
   Combined Proxy Statement and Prospectus or the S-4 Registration Statement,
   such event shall be so described, and such amendment or supplement shall
   be promptly filed with the SEC and, as required by law, disseminated to
   the shareholders of PSP16, PSP17, PSP18 and PSP19 and (ii) the Combined
   Proxy Statement and Prospectus will (with respect to PSI) comply as to
   form in all material respects with the requirements of the federal
   securities laws.

               6.6   Best Efforts.  Each of PSI, PSP16, PSP17, PSP18 and
   PSP19 shall:  (i) promptly make its respective filings and thereafter make
   any other required submissions under all applicable laws with respect to
   the Mergers and the other transactions contemplated hereby; and (ii) use
   its best efforts to promptly take, or cause to be taken, all other actions
   and do, or cause to be done, all other things necessary, proper or
   appropriate to consummate and make effective the transactions contemplated
   by this Agreement as soon as practicable.

               6.7   Registration and Listing of PSI Shares.  PSI will use
   its best efforts to register the PSI Shares under the applicable
   provisions of the Securities Act and to cause the PSI Shares to be listed
   for trading on the NYSE upon official notice of issuance.

               6.8   Distributions.

                     6.8.1  PSP16 Distributions.  PSP16 will not, at any time
   prior to the Effective Time, declare or pay any cash distribution on its
   capital stock or make any other distribution of assets to its
   shareholders, except (i) regular quarterly dividends on its Common Stock
   at a quarterly rate not in excess of $.27 per share, (ii) distributions to
   shareholders of record immediately prior to the Effective Time in
   an aggregate amount equal to the amount by which the estimated Net
   Asset Value of PSP16 (as defined below) allocable to the respective
   shareholders as of the Effective Time exceeds $20.76 per share in the case
   of the PSP16 Shares and $11.82 per share in the case of the PSP16 Common
   Stock Series B and C and (iii) pre-Mergers cash distributions required to
   satisfy PSP16's REIT distribution requirements (the number of PSI Shares
   issued in the Mergers and the amount receivable upon Cash Elections would
   be reduced on a pro rata basis in an aggregate amount equal to such
   additional distributions).  For this purpose, the Net Asset Value of PSP16
   is the sum of (a) the fair market value of PSP16's real estate assets as
   determined by appraisal by Charles R. Wilson & Associates, Inc. as of
   March 17, 1997, and (b) the book value of PSP16's non-real estate assets
   as of the date of determination, and less (c) PSP16's liabilities as of
   the date of determination.  The determination of book value and
   liabilities shall be from PSP16's financial statements prepared in
   accordance with generally accepted accounting principles on a basis
   consistent with prior periods.

                     6.8.2  PSP17 Distributions.  PSP17 will not, at any time
   prior to the Effective Time, declare or pay any cash distribution on its
   capital stock or make any other distribution of assets to its
   shareholders, except (i) regular quarterly dividends on its Common Stock
   at a quarterly rate not in excess of $.31 per share, (ii) distributions to
   shareholders of record immediately prior to the Effective Time in
   an aggregate amount equal to the amount by which the estimated Net
   Asset Value of PSP17 (as defined below) allocable to the respective
   shareholders as of the Effective Time exceeds $19.63 per share in the case
   of the PSP17 Shares and $10.26 per share in the case of the PSP17 Common
   Stock Series B and C and (iii) pre-Mergers cash distributions required to
   satisfy PSP17's REIT distribution requirements (the number of PSI Shares
   issued in the Mergers and the amount receivable upon Cash Elections would
   be reduced on a pro rata basis in an aggregate amount equal to such
   additional distributions).  For this purpose, the Net Asset Value of PSP17
   is the sum of (a) the fair market value of PSP17's real estate assets as
   determined by appraisal by Charles R. Wilson & Associates, Inc. as of
   March 17, 1997, and (b) the book value of PSP17's non-real estate assets
   as of the date of determination, and less (c) PSP17's liabilities as of
   the date of determination.  The determination of book value and
   liabilities shall be from PSP17's financial statements prepared in
   accordance with generally accepted accounting principles on a basis
   consistent with prior periods.

                     6.8.3  PSP18 Distributions.  PSP18 will not, at any time
   prior to the Effective Time, declare or pay any cash distribution on its
   capital stock or make any other distribution of assets to its
   shareholders, except (i) regular quarterly dividends on its Common Stock
   at a quarterly rate not in excess of $.30 per share, (ii) distributions to
   shareholders of record immediately prior to the Effective Time in
   an aggregate amount equal to the amount by which the estimated Net
   Asset Value of PSP18 (as defined below) allocable to the respective
   shareholders as of the Effective Time exceeds $20.38 per share in the case
   of the PSP18 Shares and $9.36 per share in the case of the PSP18 Common
   Stock Series B and C and (iii) pre-Mergers cash distributions required to
   satisfy PSP18's REIT distribution requirements (the number of PSI Shares
   issued in the Mergers and the amount receivable upon Cash Elections would
   be reduced on a pro rata basis in an aggregate amount equal to such
   additional distributions).  For this purpose, the Net Asset Value of PSP18
   is the sum of (a) the fair market value of PSP18's real estate assets as
   determined by appraisal by Charles R. Wilson & Associates, Inc. as of
   March 17, 1997, and (b) the book value of PSP18's non-real estate assets
   as of the date of determination, and less (c) PSP18's liabilities as of
   the date of determination.  The determination of book value and
   liabilities shall be from PSP18's financial statements prepared in
   accordance with generally accepted accounting principles on a basis
   consistent with prior periods.

                     6.8.4  PSP19 Distributions.  PSP19 will not, at any time
   prior to the Effective Time, declare or pay any cash distribution on its
   capital stock or make any other distribution of assets to its
   shareholders, except (i) regular quarterly dividends on its Common Stock
   at a quarterly rate not in excess of $.18 per share, (ii) distributions to
   shareholders of record immediately prior to the Effective Time in
   an aggregate amount equal to the amount by which the estimated Net
   Asset Value of PSP19 (as defined below) allocable to the respective
   shareholders as of the Effective Time exceeds $16.72 per share in the case
   of the PSP19 Shares and $1.41 per share in the case of the PSP19 Common
   Stock Series B and C and (iii) pre-Mergers cash distributions required to
   satisfy PSP19's REIT distribution requirements (the number of PSI Shares
   issued in the Mergers and the amount receivable upon Cash Elections would
   be reduced on a pro rata basis in an aggregate amount equal to such
   additional distributions).  For this purpose, the Net Asset Value of PSP19
   is the sum of (a) the fair market value of PSP19's real estate assets as
   determined by appraisal by Charles R. Wilson & Associates, Inc. as of
   March 17, 1997, and (b) the book value of PSP19's non-real estate assets
   as of the date of determination, and less (c) PSP19's liabilities as of
   the date of determination.  The determination of book value and
   liabilities shall be from PSP19's financial statements prepared in
   accordance with generally accepted accounting principles on a basis
   consistent with prior periods.

         7.    Conditions.

               7.1   Conditions to Each Party's Obligations.  The respective
   obligations of each party to consummate the transactions contemplated by
   this Agreement are subject to the fulfillment at or prior to the Closing
   of each of the following conditions, any or all of which may be waived in
   whole or in part, to the extent permitted by applicable law:

                     7.1.1  PSP16, PSP17, PSP18 and PSP19 Shareholder
   Approval.  This Agreement and the transactions contemplated hereby
   shall have been duly approved by the shareholders of PSP16, PSP17,
   PSP18 and PSP19 as contemplated by Section 6.2.

                     7.1.2  Governmental and Regulatory Consents.   All
   filings required to be made prior to the Effective Time with, and
   all consents, approvals, permits and authorizations required to be
   obtained prior to the Effective Time from, governmental and regulatory
   authorities in connection with the execution and delivery of this
   Agreement and the consummation of the transactions contemplated hereby
   (including the expiration of the waiting period requirements of the
   HSR Act) shall have been made or obtained (as the case may be) without
   material restrictions, except where the failure to obtain such consents,
   approvals, permits and authorizations could not reasonably be expected to
   have a material adverse effect on PSI, PSP16, PSP17, PSP18 or PSP19.

                     7.1.3  Litigation.  No court or governmental or
   regulatory authority of competent jurisdiction shall have enacted, issued,
   promulgated, enforced or entered any statute, rule, regulation, judgment,
   decree, injunction or other order (whether temporary, preliminary or
   permanent) or taken any action which prohibits the consummation of the
   transactions contemplated by this Agreement; provided, however, that the
   party invoking this condition shall use its best efforts to have any such
   judgment, decree, injunction or other order vacated.

                     7.1.4  Registration Statement.  The S-4 Registration
   Statement shall have been declared effective and no stop order suspending
   effectiveness shall have been issued, no action, suit, proceeding or
   investigation by the SEC to suspend the effectiveness thereof shall have
   been initiated and be continuing, and all necessary approvals under
   federal and state securities laws relating to the issuance or trading of
   the PSI Shares shall have been received.

                     7.1.5  Listing of PSI Shares on NYSE.  The PSI Shares
   shall have been approved for listing on the NYSE upon official notice
   of issuance.

                     7.1.6  Fairness Opinion.  The Boards of Directors of
   PSP16, PSP17, PSP18 and PSP19 shall have received the opinion of Robert A.
   Stanger & Co., Inc. in form and substance satisfactory to them to
   the effect that the consideration to be received by the shareholders
   of PSP16, PSP17, PSP18 and PSP19 in the Mergers is fair to such
   shareholders from a financial point of view, and such opinion shall
   not have been withdrawn or revoked.

                     7.1.7  Tax Opinion.  The Boards of Directors of PSI,
   PSP16, PSP17, PSP18 and PSP19 shall have received a legal opinion of Hogan
   & Hartson that the Merger will qualify as a tax-free reorganization under
   Section 368(a) of the Internal Revenue Code of 1986, as amended.

                     7.1.8  PSI Board Approval.  This Agreement and the
   transactions contemplated hereby shall have been duly approved by the
   Board of Directors of PSI.

               7.2   Conditions to Obligations of PSI.  The obligations of
   PSI to consummate the transactions contemplated by this Agreement are
   subject to the fulfillment at or prior to the Closing of the following
   conditions, which may be waived in whole or in part by PSI to the extent
   permitted by applicable law:

                     7.2.1  Accuracy of Representations; Performance of
   Agreements.  Each of the representations and warranties of PSP16, PSP17,
   PSP18 and PSP19 contained in this Agreement shall be true and correct in
   all material respects at and as of the Closing Date as if made at and as
   of the Closing Date (except to the extent they relate to a particular
   date) and PSP16, PSP17, PSP18 and PSP19 shall have performed or complied
   with all agreements and covenants required by this Agreement to be
   performed or complied with by it at or prior to the Closing.

                     7.2.2  Certificate of Officers.  PSI shall have received
   such certificates of officers of PSP16, PSP17, PSP18 and PSP19 as PSI may
   reasonably request in connection with the Closing, including upon request
   a certificate satisfactory to it of the Chief Executive Officer and the
   Chief Financial Officer of PSP16, PSP17, PSP18 and PSP19, to the effect
   that, to the best of their knowledge, all representations and warranties
   of PSP16, PSP17, PSP18 and PSP19 contained in this Agreement are true and
   correct in all material respects at and as of the Closing Date as if made
   at and as of the Closing Date, and PSP16, PSP17, PSP18 and PSP19 have
   performed or complied with all agreements and covenants required by this
   Agreement to be performed or complied with by them at or prior to the
   Closing.

                     7.2.3  Title to Properties; Environmental Audits.  PSI
   in its sole discretion shall be satisfied as to the status of title to
   (including the existence and effect of liens and encumbrances), and the
   results of an environmental audit of, each of the real properties owned by
   PSP16, PSP17, PSP18 and PSP19.

                     7.2.4  Trading Price of PSI Shares.  The average of the
   per share closing prices of the PSI Shares on the NYSE during the
   20 consecutive trading days ending on the fifth trading day prior to the
   meeting of shareholders of PSP16, PSP17, PSP18 and PSP19 provided for in
   Section 6.2 hereof (the "Average PSI Share Price") shall be not less than
   $26.

                     7.2.5  Dissenting Shares.  The number of Dissenting
   Shares shall be less than 5% of the outstanding PSP16 Shares in the case
   of PSP16, less than 5% of the outstanding PSP17 Shares in the case of
   PSP17, less than 5% of the outstanding PSP18 Shares in the case of PSP18
   and less than 5% of the outstanding PSP19 Shares in the case of PSP19.

               7.3   Conditions to Obligations of PSP16, PSP17, PSP18 and
   PSP19.  The obligations of PSP16, PSP17, PSP18 and PSP19 to consummate the
   transactions contemplated by this Agreement are subject to the fulfillment
   at or prior to the Closing of the following conditions, which may be
   waived in whole or in part by PSP16, PSP17, PSP18 and PSP19 to the extent
   permitted by applicable law.

                     7.3.1  Accuracy of Representations; Performance of
   Agreements.  Each of the representations and warranties of PSI contained
   in this Agreement shall be true and correct in all material respects at
   and as of the Closing Date as if made at and as of the Closing Date
   (except to the extent they relate to a particular date) and PSI shall have
   performed or complied in all material respects with all agreements and
   covenants required by this Agreement to be performed or complied with by
   it at or prior to the Closing.

                     7.3.2  Certificate of Officers.  PSP16, PSP17, PSP18 and
   PSP19 shall have received such certificates of officers of PSI as PSP16,
   PSP17, PSP18 and PSP19 may reasonably request in connection with the
   Closing, including upon request a certificate satisfactory to them of the
   Chief Executive Officer and the Chief Financial Officer of PSI, to the
   effect that, to the best of their knowledge, all representations and
   warranties of PSI contained in this Agreement are true and correct in all
   material respects at and as of the Closing Date as if made at and as of
   the Closing Date, and PSI has performed or complied with all agreements
   and covenants required by this Agreement to be performed or complied with
   by it at or prior to the Closing.

               7.4   Separate Mergers.  The merger of PSP16 into PSI, the
   merger of PSP17 into PSI, the merger of PSP18 into PSI and the merger
   of PSP19 into PSI are not conditioned on the others.  If the conditions to
   one of the Mergers are satisfied or waived, such merger will be
   consummated on the terms provided in this Agreement, notwithstanding that
   the conditions to the other Merger have not been satisfied or waived.

         8.    Termination.

               8.1   Termination by Mutual Consent.  This Agreement may be
   terminated and the Mergers may be abandoned at any time prior to the
   Effective Time, before or after shareholder approval, by the mutual
   written consent of PSI, PSP16, PSP17, PSP18 or PSP19.

               8.2   Termination by PSI, PSP16, PSP17, PSP18 or PSP19.  This
   Agreement may be terminated and the Mergers may be abandoned by action of
   the Board of Directors of PSI, PSP16, PSP17, PSP18 or PSP19 if (i) the
   Mergers shall not have been consummated by March 31, 1998 (provided that
   the right to terminate this Agreement under this Section 8.2(i) shall not
   be available to any party whose failure to fulfill any obligation under
   this Agreement has been the cause of or resulted in the failure of the
   Mergers to occur on or before such date); (ii) any court of competent
   jurisdiction in the United States or some other governmental body or
   regulatory authority shall have issued an order, decree or ruling or taken
   any other action permanently restraining, enjoining or otherwise
   prohibiting the Mergers and such order, decree, ruling or other action
   shall have become final and nonappealable; or (iii) (A) the shareholders
   of PSP16, in the case of the merger of PSP16 into PSI, (B) the
   shareholders of PSP17, in the case of the merger of PSP17 into PSI, (C)
   the shareholders of PSP18, in the case of the merger of PSP18 into PSI or
   (D) the shareholders of PSP19, in the case of the merger of PSP19 into
   PSI, shall have failed to approve this Agreement and the transactions
   contemplated hereby at their respective meetings of shareholders.

               8.3   Termination by PSI.  This Agreement may be terminated by
   PSI, and the Mergers may be abandoned at any time prior to the Effective
   Time, as to the defaulting party if (i) PSP16, PSP17, PSP18 or PSP19 shall
   have failed to comply in any material respect with any of the covenants,
   conditions or agreements contained in this Agreement to be complied with
   or performed by such party at or prior to such date of termination, which
   failure to comply has not been cured within five business days following
   notice to such party of such failure to comply, or (ii) any representation
   or warranty of PSP16, PSP17, PSP18 or PSP19 contained in this Agreement
   shall not be true in all material respects when made, which inaccuracy or
   breach (if capable of cure) has not been cured within five business days
   following notice to such party of the inaccuracy or breach, or on and as
   of the Closing as if made on and as of the Closing Date.

               8.4   Termination by PSP16, PSP17, PSP18 or PSP19.  This
   Agreement may be terminated by PSP16, PSP17, PSP18 or PSP19 and the
   Mergers may be abandoned at any time prior to the Effective Time, before
   or after shareholder approval, if (i) PSI shall have failed to comply in
   any material respect with any of the covenants, conditions or agreements
   contained in this Agreement to be complied with or performed by PSI at or
   prior to such date of termination, which failure to comply has not been
   cured within five business days following notice to PSI of such failure to
   comply, or (ii) any representation or warranty of PSI contained in this
   Agreement shall not be true in all material respects when made, which
   inaccuracy or beach (if capable of cure) has not been cured within five
   business days following notice to PSI of the inaccuracy or breach, or on
   and as of the Closing as if made on and as of the Closing Date.

               8.5   Effect of Termination and Abandonment.  In the event of
   termination of this Agreement and abandonment of the Mergers pursuant to
   this Section 8, no party (or any directors, officers, employees, agents or
   representatives of any party) shall have any liability or further
   obligation to any other party or any person who controls a party within
   the meaning of the Securities Act, except as provided in Section 9.1 and
   except that nothing herein will relieve any party from liability for any
   breach of this Agreement.

         9.    Miscellaneous.

               9.1   Payment of Expenses.  If the Mergers are consummated,
   the Surviving Corporation shall pay all the expenses incident to preparing
   for, entering into and carrying out this Agreement and the consummation of
   the transactions contemplated hereby.  If the Mergers are not consummated,
   each of PSI, PSP16, PSP17, PSP18 and PSP19 shall pay its own expenses,
   except that any expenses incurred in connection with the printing of the
   S-4 Registration Statement and the Combined Proxy Statement and
   Prospectus, the real estate appraisals and environmental audits of the
   properties of PSP16, PSP17, PSP18 and PSP19 and preparation for real
   estate closings, and any filing fees under the HSR Act, the Securities Act
   and the Securities Exchange Act of 1934, as amended shall be paid 50% by
   PSI and the balance by PSP16, PSP17, PSP18 and PSP19 in equal shares.

               9.2   Survival of Representations, Warranties and Covenants. 
   The respective representations and warranties of PSI, PSP16, PSP17, PSP18
   and PSP19 contained herein or in any certificate or document delivered
   pursuant hereto shall expire with and be terminated and extinguished by
   the effectiveness of the Mergers and shall not survive the Effective Time. 
   The sole right and remedy arising from a misrepresentation or breach of
   warranty, or from the failure of any of the conditions to be met, shall be
   the termination of this Agreement by the other party.  This Section 9.2
   shall not limit any covenant or agreement of the parties, which by its
   terms contemplates performance after the Effective Time.

               9.3   Modification or Amendment.  The parties may modify or
   amend this Agreement by written agreement authorized by the Boards of
   Directors and executed and delivered by officers of the respective
   parties; provided, however, that after approval of this Agreement by the
   shareholders of a party, no amendment shall be made which changes any
   of the principal terms of the Mergers or this Agreement, without the
   approval of such shareholders.

               9.4   Waiver of Conditions.  The conditions to each of the
   parties' obligations to consummate the Mergers are for the sole benefit of
   such party and may be waived by such party in whole or in part to the
   extent permitted by applicable law.

               9.5   Governing Law.  This Agreement shall be governed by and
   construed in accordance with the laws of the State of California, without
   giving effect to the principles of conflict of laws thereof.

               9.6   Interpretation.  This Agreement has been negotiated by
   the parties and is to be interpreted according to its fair meaning as if
   the parties had prepared it together and not strictly for or against any
   party.  Each of the capitalized terms defined in this Agreement shall, for
   all purposes of this Agreement (and whether defined in the plural and used
   in the singular, or vice versa), have the respective meaning assigned to
   such term in the Section in which such meaning is set forth.  References
   in this Agreement to "parties" or a "party" refer to parties to this
   Agreement unless expressly indicated otherwise.  At each place in this
   Agreement where the context so requires, the masculine, feminine or neuter
   gender includes the others and the singular or plural number includes the
   other.  "Including" means "including without limitation."

               9.7   Headings.  The descriptive headings contained in the
   Sections and subsections of this Agreement are for convenience of
   reference only and shall not affect in any way the meaning or
   interpretation of this Agreement.

               9.8   Parties in Interest.  This Agreement, and the rights,
   interests and obligations created by this Agreement, shall bind and inure
   to the benefit of the parties and their respective successors and
   permitted assigns, and shall confer no right, benefit or interest upon any
   other person, including shareholders of the respective parties.

               9.9   Notices.  All notices or other communications required
   or permitted under this Agreement shall be in writing and shall be
   delivered personally or sent by U.S. mail, postage prepaid, addressed as
   follows or such other address as the party to be notified has furnished in
   writing by a notice given in accordance with this Section 9.9:

                     If to PSI:

                     Public Storage, Inc.
                     701 Western Avenue, Suite 200
                     Glendale, California 91201-2397
                     Attention:  Harvey Lenkin
                             President

                     If to PSP16:

                     Public Storage Properties XVI, Inc.
                     701 Western Avenue, Suite 200
                     Glendale, California 91201-2397
                     Attention:  B. Wayne Hughes
                             Chief Executive Officer

                     If to PSP17:

                     Public Storage Properties XVII, Inc.
                     701 Western Avenue, Suite 200
                     Glendale, California 91201-2397
                     Attention:  B. Wayne Hughes
                             Chief Executive Officer

                     If to PSP18:

                     Public Storage Properties XVIII, Inc.
                     701 Western Avenue, Suite 200
                     Glendale, California 91201-2397
                     Attention:  B. Wayne Hughes
                             Chief Executive Officer

                     If to PSP19:

                     Public Storage Properties XIX, Inc.
                     701 Western Avenue, Suite 200
                     Glendale, California 91201-2397
                     Attention:  B. Wayne Hughes
                             Chief Executive Officer

   Any such notice or communication shall be deemed given as of the date of
   delivery, if delivered personally, or on the second day after deposit with
   the U.S. Postal Service, if sent by U.S. mail.

               9.10  Counterparts.  This Agreement may be executed in two or
   more counterparts, each of which shall be deemed to be an original, but
   all of which shall be considered one and the same agreement.

               9.11  Assignment.  No rights, interests or obligations of
   either party under this Agreement may be assigned or delegated without the
   prior written consent of the other party.

               9.12  Entire Agreement.  This Agreement, including the Merger
   Agreement, embodies the entire agreement and understanding between the
   parties pertaining to the subject matter hereof, and supersedes all prior
   agreements, understandings, negotiations, representations and discussions,
   whether written or oral.

               9.13  Severable Provisions.  If any of the provisions of this
   Agreement may be determined to be illegal or otherwise unenforceable, in
   whole or in part, the remaining provisions, and any partially enforceable
   provisions to the extent enforceable, shall nevertheless be binding and
   enforceable.

               9.14  Further Action.  If at any time after the Effective
   Time, the Surviving Corporation shall determine that any assignments,
   transfers, deeds or other assurances are necessary or desirable to
   vest, perfect or confirm, of record or otherwise, in the Surviving
   Corporation, title to any property or rights of PSP16, PSP17, PSP18 or
   PSP19, the officers of any Constituent Corporation are fully authorized in
   the name of PSP16, PSP17, PSP18 or PSP19 or otherwise to execute and
   deliver such documents and do all things necessary and proper to vest,
   perfect or confirm title to such property or rights in the Surviving
   Corporation.

         IN WITNESS WHEREOF, the parties have entered into this Agreement as
   of the date first above written.

                                        PUBLIC STORAGE, INC.

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

                                        PUBLIC STORAGE PROPERTIES XVI, INC.

                                        By: /s/ B. WAYNE HUGHES
                                            ----------------------------
                                            B. Wayne Hughes
                                            Chief Executive Officer

                                        PUBLIC STORAGE PROPERTIES XVII, INC.

                                        By: /s/ B. WAYNE HUGHES
                                            ----------------------------
                                            B. Wayne Hughes
                                            Chief Executive Officer

                                        PUBLIC STORAGE PROPERTIES XVIII, INC.

                                        By: /s/ B. WAYNE HUGHES
                                            ----------------------------
                                            B. Wayne Hughes
                                            Chief Executive Officer

                                        PUBLIC STORAGE PROPERTIES XIX, INC.

                                        By: /s/ B. WAYNE HUGHES
                                            ----------------------------
                                            B. Wayne Hughes
                                            Chief Executive Officer

   

                                                                  Exhibit A

                              AGREEMENT OF MERGER

         THIS AGREEMENT OF MERGER ("Agreement") is entered into as of this
   _____ day of _______________, 1997, by and between PUBLIC STORAGE, INC.,
   a California corporation ("PSI"), and [PUBLIC STORAGE PROPERTIES XVI,
   INC., a California corporation ("PSP16"), PUBLIC STORAGE PROPERTIES
   XVII, INC., a California corporation ("PSP17"), PUBLIC STORAGE
   PROPERTIES XVIII, INC., a California corporation ("PSP18") and PUBLIC
   STORAGE PROPERTIES XIX, INC., a California corporation ("PSP19")], with
   reference to the following:

         A.    PSI was incorporated in 1980 under the laws of California,
   and on the date hereof its authorized capital stock consists of
   200,000,000 shares of Common Stock, $.10 par value (the "PSI Shares"),
   ___________ of which are issued and outstanding, 7,000,000 shares of
   Class B Common Stock, $.10 par value, all of which are issued and
   outstanding, 50,000,000 shares of Preferred Stock, $.01 par value,
   ___________ of which are issued and outstanding and 200,000,000
   shares of Equity Stock, $.01 par value, none of which are issued and
   outstanding.

         B.    __________ was incorporated in 1990 under the laws of
   California, and on the date hereof has outstanding __________ shares of
   Common Stock Series A, $.01 par value (the "_____ Shares"), _________
   shares of Common Stock Series B and _________ shares of Common Stock
   Series C.

         C.    PSI, PSP16, PSP17, PSP18 and PSP19 have entered into an
   Agreement and Plan of Reorganization dated as of _______________, 1997
   (the "Plan"), setting forth certain representations, warranties,
   conditions and agreements pertaining to the Merger (as defined below).

         D.    The Boards of Directors of PSI and __________ have approved
   the Plan and this Agreement of Merger, and the requisite shareholder
   approval has been obtained. 

         NOW, THEREFORE, the parties agree as follows:

                                   ARTICLE I

               1.1   The Merger.  At the Effective Time (as defined below),
   __________ will be merged with and into PSI (the "Merger") and PSI
   shall be the surviving corporation.  PSI and __________ are sometimes
   collectively referred to herein as the "Constituent Corporations" and
   PSI, as the surviving corporation of the Merger, is sometimes referred
   to herein as the "Surviving Corporation."

               1.2   Effective Time.  The Merger shall become effective at
   the time at which this Agreement, together with the requisite Officers'
   Certificates of PSI and __________, are filed with the California
   Secretary of State (the "Effective Time").

               1.3   Effect of the Merger.  At the Effective Time:

                     (a)   The separate corporate existence of __________
   shall cease and the Surviving Corporation shall thereupon succeed,
   without other transfer, to all the rights and property of __________ and
   shall be subject to all the debts and liabilities of __________ in the
   same manner as if the Surviving Corporation had itself incurred them;
   all rights of creditors and all liens upon the property of each of the
   Constituent Corporations shall be preserved unimpaired, provided that
   such liens upon property of __________ shall be limited to the property
   affected thereby immediately prior to the Effective Time; and any action
   or proceeding pending by or against __________ may be prosecuted to
   judgment, which shall bind the Surviving Corporation, or the Surviving
   Corporation may be proceeded against or substituted in its place.

                     (b)   The Articles of Incorporation and the Bylaws of
   PSI, as then amended, shall continue to be the Articles of Incorporation
   and the Bylaws of the Surviving Corporation until changed as provided by
   law and their respective provisions.

                     (c)   The directors of PSI shall continue as directors
   of the Surviving Corporation until their successors are elected and
   qualified as provided by law and in accordance with the Articles of
   Incorporation and Bylaws of the Surviving Corporation.

                                  ARTICLE II

               2.1   Conversion of __________ Shares.  The manner of
   converting the outstanding __________ Shares into cash and/or PSI Shares
   shall be as follows:

                     (a)   At the Effective Time, subject to Section 2.6 of
   the Plan, each __________ Share as to which a cash election has been
   made in accordance with the provisions of Section 2.5 of the Plan and
   has not been revoked, relinquished or lost pursuant to Section 2.5 of
   the Plan (the "Cash Election Shares") shall be converted into and shall
   represent the right to receive $_______ in cash (the "Cash Election
   Price").  As soon as practicable after the Effective Time, the
   registered holders of Cash Election Shares shall be paid the cash to
   which they are entitled hereunder in respect of such Cash Election
   Shares.

                     (b)   At the Effective Time, subject to Sections 2.4,
   2.5 and 2.7 of the Plan, each __________ Share (other than Cash Election
   Shares and __________ Shares owned by PSI) shall be converted into
   ______ PSI Shares.

               2.2   No Fractional Shares.  Notwithstanding any other term
   or provision of this Agreement or the Plan, no fractional PSI Shares
   and no certificates or script therefor, or other evidence of ownership
   thereof, will be issued in the Merger.  In lieu of any such fractional
   share interests, each holder of __________ Shares who would otherwise
   be entitled to such fractional share will, upon surrender of the
   certificate representing such __________ shares, receive a whole PSI
   Share if such fractional share to which such holder would otherwise have
   been entitled is .5 of an PSI Share or more, and such fractional share
   shall be disregarded if it represents less than .5 of an PSI Share;
   provided, however, that, such fractional share shall not be disregarded
   if such fractional share to which such holder would otherwise have been
   entitled represents .5 of 1% or more of the total number of PSI Shares
   such holder is entitled to receive in the Merger.  In such event, such
   holder shall be paid an amount in cash (without interest), rounded to
   the nearest $.01, determined by multiplying (i) the per share closing
   price on the New York Stock Exchange, Inc. of the PSI Shares at the
   Effective Time by (ii) the fractional interest.

               2.3   Dissenting Shares.  __________ Shares held by a holder
   who has demanded and perfected his right to an appraisal of such shares
   in accordance with Section 1300 et seq. of the General Corporation Law
   of California (the "GCLC") and who has not effectively withdrawn or lost
   his right to appraisal ("Dissenting Shares") shall not be converted into
   or represent the right to receive cash and/or PSI Shares, but the holder
   thereof shall be entitled only to such rights as are granted by Section
   1300 et seq. of the GCLC.  Each holder of Dissenting Shares who becomes
   entitled to payment for __________ Shares pursuant to these provisions
   of the GCLC shall receive payment therefor from the Surviving
   Corporation in accordance therewith.  If any holder of __________ Shares
   who demands appraisal in accordance with Section 1300 et seq. of the
   GCLC shall effectively withdraw with the consent of the Surviving
   Corporation or lose (through failure to perfect or otherwise) his right
   to appraisal with respect to __________ Shares, such __________ Shares
   shall automatically be converted into the right to receive PSI Shares
   pursuant to Section 2.1(b) hereof.

               2.4   PSI Shares Unaffected.  The Merger shall effect no
   change in any of the outstanding PSI Shares and no outstanding PSI
   Shares shall be converted or exchanged as a result of the Merger, and
   no cash shall be exchangeable and no securities shall be issuable, with
   respect thereto.

               2.5   Cancellation of Shares Held or Owned by Parties.  At
   the Effective Time, any __________ Shares owned by PSI shall be
   cancelled and retired and no shares shall be issuable, and no cash
   shall be exchangeable, with respect thereto.

               2.6   Exchange of Certificates.  After the Effective Time,
   each holder of a certificate theretofore evidencing outstanding
   __________ Shares which were converted into PSI Shares pursuant hereto,
   upon surrender of such certificate to First National Bank of Boston (the
   "Exchange Agent") or such other agent or agents as shall be appointed by
   the Surviving Corporation, shall be entitled to receive a certificate
   representing the number of whole PSI Shares into which the __________
   Shares theretofore represented by the certificate so surrendered shall
   have been converted and cash payment in lieu of fractional share
   interests, if any.  As soon as practicable after the Effective Time, the
   Exchange Agent will send a notice and a transmittal form to each holder
   of __________ Shares of record at the Effective Time whose stock shall
   have been converted into PSI Shares, advising such holder of the
   effectiveness of the Merger and the procedure for surrendering to the
   Exchange Agent certificates evidencing __________ Shares in exchange for
   certificates evidencing PSI Shares.

               2.7   Status Until Surrendered.  Until surrendered as
   provided in Section 2.6 hereof, each outstanding certificate which,
   prior to the Effective Time, represented __________ Shares (other than
   Cash Election Shares and Dissenting Shares, if any) will be deemed for
   all corporate purposes to evidence ownership of the number of whole
   PSI Shares into which the __________ Shares evidenced thereby were
   converted.  However, until such outstanding certificates formerly
   evidencing __________ Shares are so surrendered, no dividend payable to
   holders of record of PSI Shares shall be paid to the holders of such
   outstanding certificates in respect of __________ Shares, but upon
   surrender of such certificates by such holders there shall be paid to
   such holders the amount of any dividends (without interest) theretofore
   paid with respect to such whole PSI Shares as of any record date on or
   subsequent to the Effective Time and the amount of any cash (without
   interest) payable to such holder in lieu of fractional share interests.

               2.8   Transfer of Shares.  After the Effective Time, there
   shall be no further registration of transfers of __________ Shares on
   the records of __________ and, if certificates formerly evidencing such
   shares are presented to the Surviving Corporation, they shall be
   cancelled and exchanged for certificates evidencing PSI Shares and
   cash in lieu of fractional share interests as herein provided.

               2.9   Conversion of Common Stock Series B and C.  At the
   Effective Time, each share of Common Stock Series B (other than shares
   owned by PSI) shall be converted into ______ PSI Shares and each share
   of Common Stock Series C (other than shares owned by PSI) shall be
   converted into ______ PSI Shares.

                                  ARTICLE III

               3.1   Headings.  The descriptive headings contained in the
   Sections of this Agreement are for convenience of reference only and
   shall not affect in any way the meaning or interpretation of this
   Agreement.

               3.2   Parties in Interest.  This Agreement, and the rights,
   interests and obligations created by this Agreement, shall bind and
   inure to the benefit of the parties and their respective successors and
   permitted assigns.

               3.3   Counterparts.  This Agreement may be executed in two
   or more counterparts, each of which shall be deemed to be an original,
   but all of which shall be considered one and the same agreement.

               3.4   Further Action.  If at any time after the Effective
   Time, the Surviving Corporation shall determine that any assignments,
   transfers, deeds or other assurances are necessary or desirable to vest,
   perfect or confirm, of record or otherwise, in the Surviving
   Corporation, title to any property or rights of __________, the officers
   of either Constituent Corporation are fully authorized in the name of
   __________ or otherwise to execute and deliver such documents and do all
   things necessary and proper to vest, perfect or confirm title to such
   property or rights in the Surviving Corporation.

               3.5   Governing Law.  This Agreement shall be governed by
   and construed in accordance with the laws of the State of California,
   without giving effect to the principles of conflict of laws thereof.

               3.6   Abandonment of Merger.  The Constituent Corporations
   have the power to abandon the Merger by mutual written consent prior to
   the filing of this Agreement with the California Secretary of State.

         IN WITNESS WHEREOF, the parties have entered into this Agreement
   as of the date first above written.

                                   PUBLIC STORAGE, INC.


                                   By: ___________________________
                                       Harvey Lenkin
                                       President


                                   By: ___________________________
                                       Obren B. Gerich
                                       Assistant Secretary

                                   [PUBLIC STORAGE PROPERTIES XVI, INC.,
                                   PUBLIC STORAGE PROPERTIES XVII, INC.,
                                   PUBLIC STORAGE PROPERTIES XVIII, INC.,
                                                     or
                                   PUBLIC STORAGE PROPERTIES XIX, INC.]


                                   By: ___________________________
                                       Harvey Lenkin
                                       President


                                   By: ___________________________
                                       Obren B. Gerich
                                       Secretary