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

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

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

                               AMENDMENT NO. 3 TO
                           STATEMENT ON SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                _________________

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

                              Public Storage, Inc.
                                    (Bidder)
                                _________________

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

                                      NONE
                      (CUSIP Number of Class of Securities)
                                _________________

                                 DAVID GOLDBERG
                              Public Storage, Inc.
                        701 Western Avenue, Suite 200,
                        Glendale, California 91201-2397
                                 (818) 244-8080
           (Name, Address and Telephone Number of Person Authorized to
             Receive Notices and Communications on Behalf of Bidder)
                                _________________


                                  Introduction


         This statement is Amendment No. 2 to the Schedule 14D-1 which was
   filed by Public Storage, Inc. ("PSI") with the Securities and Exchange
   Commission on August 21, 1996, as previously amended by Amendment No. 1
   dated September 26, 1996, with respect to the offer by PSI to purchase
   up to 25,000 of the limited partnership units ("Units") in PS Partners
   II, Ltd., a California limited partnership (the "Partnership") at a net
   cash price per Unit of $520.  Capitalized terms used in this Amendment
   No. 2 and not otherwise defined shall have the meanings set forth in
   the Offer to Purchase dated August 21, 1996 and related Letter of
   Transmittal.

         This statement also constitutes Amendment No. 3 to Statement on
   Schedule 13D dated October 25, 1994, as previously amended and restated
   by Amendment No. 1 dated December 9, 1994 and amended by Amendment No. 2
   (which was the Schedule 14D-1 filed on August 21, 1996), filed by PSI.

         The Offer to Purchase expired on October 8, 1996 at 5:00 p.m.,
   New York City time.  At the expiration of the Offer, 9,013 Units
   (representing approximately 7.0% of the outstanding Units) had been
   tendered pursuant to the Offer.

   Item 6.     Interest in Securities of the Subject Company.

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

         On October 8, 1996, PSI accepted for payment the 9,013 Units
   that had been validly tendered and not withdrawn pursuant to its Offer. 
   PSI has instructed the Depository to pay for such Units in accordance
   with the procedures set forth in its Offer to Purchase.

         As a result of this purchase of Units, as of October 8, 1996,
   PSI beneficially owned 94,031 Units (approximately 73.5%) of the
   outstanding Units of the Partnership.

   


                                  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, correct and complete.


   Dated:  October 16, 1996               PUBLIC STORAGE, INC.


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