8-K

 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 8-K

               Current Report Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 15, 1998
                                                 ----------------

                             Public Storage, Inc.
                             --------------------

            (Exact name of registrant as specified in its charter)

       California                      1-8389                95-3551121
       ----------                      ------                ----------
   (State or other juris-           (Commission             (IRS Employer
   diction of incorporation)        File Number)         Identification No.)

   701 Western Avenue, Glendale, California                 91201-2397
   ----------------------------------------                 ----------
    (Address of principal executive office)                 (Zip Code)
   
    Registrant's telephone number, including area code    (818) 244-8080
                                                          --------------

                                     N/A
                                     ---

         (Former name or former address, if changed since last report)
 



 
Item 5. Other Events
        ------------

    On January 13, 1998, the Securities and Exchange Commission declared 
effective the Registration Statement on Form S-3 (No. 333-41123) of Public 
Storage, Inc. (the "Company"), which together with the securities previously
registered pursuant to the Company's Registration Statement on Form S-3 (No. 
333-18395), permits the Company to issue an aggregate of $700,000,000 of 
preferred stock, depositary shares, equity stock, common stock and warrants.

Item 7.  Financial Statements and Exhibits
         ---------------------------------

         (c)  Exhibits.

         Exhibit 1.1 - Underwriting Agreement.

                                  SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

                                         PUBLIC STORAGE, INC.

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

Date: January 15, 1998

EX-1.1

 
                                                                     EXHIBIT 1.1



                               2,845,000 SHARES

                              PUBLIC STORAGE, INC.

                                  COMMON STOCK

                             UNDERWRITING AGREEMENT
                             ----------------------



                                                                January 15, 1998


DONALDSON, LUFKIN & JENRETTE
   SECURITIES CORPORATION
277 Park Avenue
New York, New York  10172

Dear Sirs:

          Public Storage, Inc., a real estate investment trust ("REIT") and a
California corporation (the "Company"), proposes to issue and sell 2,845,000
shares (the "Shares") of its common stock, par value $.10 per share, to
Donaldson, Lufkin & Jenrette Securities Corporation (the "Underwriter").  The
shares of common stock of the Company to be outstanding after giving effect to
the sales contemplated hereby are hereinafter referred to as the "Common Stock."

          1.   Registration Statement and Prospectus.  The Company has filed
               -------------------------------------                        
with the Securities and Exchange Commission (the "Commission") a registration
statement on Form S-3, registration number 333-18395 ("Registration No. 333-
18395"), and a second registration statement on Form S-3, registration number
333-41123 (together with Registration No. 18395, the "Registration Statement"),
including the related prospectus included in the Registration Statement, for the
registration under the Securities Act of 1933, as amended (the "Act"), of the
offering and sale of, inter alia, the Shares.  The Company may have filed one or
                      ----- ----                                                
more amendments thereto, including each related prospectus, and one or more
prospectus supplements thereto, each of which has previously been furnished to
the Underwriter.  Any registration statement filed pursuant to Rule 462(b) under
the Act is herein referred to as the "Rule 462(b) Registration Statement," and,
after such filing, the term "Registration Statement" shall include the Rule
462(b) Registration Statement.  The Company has filed with, or transmitted for
filing to, or shall promptly hereafter file with or transmit for filing to, the
Commission a prospectus supplement (the 

 
"Prospectus Supplement") specifically relating to the Shares pursuant to Rule
424 under the Act.

          2.   Agreements to Sell and Purchase.  On the basis of the
               -------------------------------                      
representations and warranties contained in this Agreement, and subject to its
terms and conditions, the Company agrees to issue and sell, and the Underwriter
agrees to purchase from the Company, at a price per share of $30.25 (the
"Purchase Price"), the Shares.

          The Company hereby agrees and the Company shall, concurrently with the
execution of this Agreement, deliver an agreement executed by each of the
directors and executive officers of the Company, pursuant to which each such
person agrees, not to offer, sell, contract to sell, grant any option to
purchase, or otherwise dispose of any common stock of the Company or any
securities convertible into or exercisable or exchangeable for such common stock
or in any other manner transfer all or a portion of the economic consequences
associated with the ownership of any such common stock, for a period of 30 days
after the date of the Prospectus Supplement without the prior written consent of
the Underwriter.  In the case of the Company only, the following exceptions
shall apply:  (i) the conversion or redemption of the Company's Convertible
Preferred Stock (as defined below) into Common Stock, (ii) the grant of options
under the Company's existing stock option plans and the issuance of Common Stock
in connection with the exercise of outstanding Company stock options issued
under such plans, (iii) the issuance of stock or the grant of options in
exchange for the acquisition of properties and partnership interests, (iv)
offers to issue, or issuances of, shares of Common Stock to affiliates of the
Company that enter into agreements substantially in the form described in the
first sentence of this Paragraph (other than offers or issuances as part of the
consideration for acquisitions of mini-warehouse facilities or mortgages secured
by mini-warehouse facilities), and (v) an issuance of 2,619,893 shares of common
stock pursuant to a pre-existing agreement.

          3.   Terms of Public Offering.  The Company is advised by the
               ------------------------                                
Underwriter that it proposes (i) to make a public offering of the Shares as soon
after the filing of the Prospectus Supplement with the Commission as in the
Underwriter's judgment is advisable and (ii) initially to offer the Shares upon
the terms set forth in the Prospectus Supplement.

          4.   Delivery and Payment.  Delivery to the Underwriter of and payment
               --------------------                                             
for the Shares shall be made at 10:00 a.m., New York City time, on the third
business day following the date of the filing of the Prospectus Supplement with
the Commission (the "Closing Date"), unless otherwise permitted by the
Commission pursuant to Rule 15c6-1 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), at such place as the Underwriter shall designate.
The Closing Date and the location of delivery of and the form of payment for the
Shares may be varied by agreement between the Underwriter and the Company.

                                       2

 
          Certificates for the Shares shall be registered in such names and
issued in such denominations as the Underwriter shall request in writing not
later than two full business days prior to the Closing Date.  Such certificates
shall be made available to the Underwriter for inspection not later than 9:30
a.m., New York City time, on the business day next preceding the Closing Date.
Unless the Underwriter requests that the Shares be delivered to its account at
The Depository Trust Company, certificates in definitive form evidencing the
Shares shall be delivered to the Underwriter on the Closing Date, with any
transfer taxes thereon duly paid by the Company, against payment of the Purchase
Price therefor by wire transfer of immediately available funds to the order of
the Company.

          5.   Agreements of the Company.  The Company agrees with the
               -------------------------                              
Underwriter as follows:

          (a)  The Company will not, either prior to the Effective Date or
thereafter during such period as the Prospectus is required by law to be
delivered in connection with sales of the Shares by the Underwriter or any
dealer, file any amendment or supplement to the Registration Statement
(including any filing under Rule 462(b) under the Act) or the Prospectus, unless
a copy thereof shall first have been submitted to the Underwriter, within a
reasonable period of time prior to the filing thereof and neither of the
Underwriter shall have objected thereto in good faith.

          (b)  The Company will use its best efforts to cause any Rule 462(b)
Registration Statement and any post-effective amendment to the Registration
Statement to become effective and will notify the Underwriter promptly, and will
confirm such advice in writing, (1) when any Rule 462(b) Registration Statement
and any post-effective amendment to the Registration Statement become effective,
(2) of the receipt of any comments from or any request by the Commission for
amendments or supplements to the Registration Statement or the Prospectus or for
additional information, (3) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose or the threat thereof, (4) of the happening of
any event during the period mentioned in the second sentence of Section 5(e)
that in the judgment of the Company makes any statement made in the Registration
Statement or the Prospectus untrue or that requires the making of any changes in
the Registration Statement or the Prospectus in order to make the statements
therein, in light of the circumstances in which they are made, not misleading,
and (5) of receipt by the Company or any representative or attorney of the
Company of any other communication from the Commission relating to the Company,
the Registration Statement, any Preliminary Prospectus or the Prospectus.  If at
any time the Commission shall issue any order suspending the effectiveness of
the Registration Statement, the Company will make every reasonable effort to
obtain the withdrawal of such order at the earliest possible moment.

                                       3

 
          (c)  The Company will furnish to the Underwriter, without charge, two
copies of the signed copies of the Registration Statement and of any post-
effective amendment thereto, including financial statements and schedules, and
all exhibits thereto (including any document filed under the Exchange Act and
incorporated, or deemed to be incorporated, by reference into the Prospectus).

          (d)  The Company will comply with all the provisions of any
undertakings contained in the Registration Statement.

          (e)  The Company will deliver to the Underwriter, without charge, as
many copies of the Prospectus or any amendment or supplement thereto as the
Underwriter may reasonably request.  The Company consents to the use of the
Prospectus or any amendment or supplement thereto by the Underwriter and by all
dealers to whom the Shares may be sold, both in connection with the offering or
sale of the Shares and for any period of time thereafter during which the
Prospectus is required by law to be delivered in connection therewith.  If
during such period of time any event shall occur which in the judgment of the
Company or counsel to the Underwriter should be set forth in the Prospectus in
order to make any statement therein, in the light of the circumstances under
which it was made, not misleading, or if it is necessary to supplement or amend
the Prospectus to comply with law, subject to the provisions of Section 5(a)
hereof, the Company will forthwith prepare and duly file with the Commission an
appropriate supplement or amendment thereto, and will deliver to the
Underwriter, without charge, such number of copies thereof as the Underwriter
may reasonably request.  The Company shall not file any document under the
Exchange Act, before the termination of the offering of the Shares by the
Underwriter, if such document would be deemed to be incorporated by reference
into the Prospectus, which is not approved by the Underwriter after reasonable
notice thereof.

          (f)  The Company will cooperate with the Underwriter and counsel to
the Underwriter in connection with the registration or qualification of the
Shares for offer and sale under the securities or Blue Sky laws of such
jurisdictions as the Underwriter may reasonably request; provided, that in no
                                                         --------            
event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action which would
subject it to general service of process in any jurisdiction where it is not now
so subject.  The Company will inform the Florida Department of Banking and
Finance if, at any time prior to the completion of the distribution of the
Shares by the Underwriter, it commences engaging in business with the government
of Cuba or with any person or affiliate located in Cuba.  Such information will
be provided within 90 days after the commencement thereof or after a change
occurs with respect to previously reported information.

          (g)  During the period of five years commencing on the date hereof,
the Company will furnish to the Underwriter copies of such financial statements
and other periodic and special reports as the Company may from time to time
distribute generally 

                                       4

 
to the holders of any class of its capital stock, and will furnish to the
Underwriter a copy of each annual or other report it shall be required to file
with the Commission.

          (h)  The Company will make generally available to holders of its
securities as soon as may be practicable but in no event later than the last day
of the fifteenth full calendar month following the calendar quarter in which the
Effective Date falls, an earnings statement (which need not be audited but shall
be in reasonable detail), with respect to the Company, the Subsidiaries and the
Partnerships, for a period of 12 months commencing after the Effective Date of
the Registration Statement, and satisfying the provisions of Section 11(a) of
the Act (including Rule 158 thereunder) and will file such earnings statement as
an exhibit to the next periodic report required by Section 13 or 15(d) of the
Exchange Act covering the period when the earnings statement is released.
 
          (i)  If this Agreement shall terminate or shall be terminated after
execution pursuant to any provisions hereof (otherwise than pursuant to notice
given by the Underwriter terminating this Agreement pursuant to Section 9) or if
this Agreement shall be terminated by the Underwriter because of any failure or
refusal on the part of the Company to comply with the terms or fulfill any of
the conditions of this Agreement, the Company agrees to reimburse the
Underwriter for all out-of-pocket expenses (including fees and expenses of
counsel for the Underwriter) reasonably incurred by the Underwriter in
connection herewith.

          (j)  The Company will not at any time, directly or indirectly, take
any action intended, or which might reasonably be expected to cause or result
in, or which will constitute, stabilization of the price of the Common Stock to
facilitate the sale or resale of any of the Common Stock in violation of the
Act.

          (k)  The Company will apply the net proceeds from the offering and
sale of the Shares by the Underwriter in the manner set forth in the Prospectus
under "Use of Proceeds."

          (l)  The Company will use its best efforts to have the Shares listed,
subject to notice of issuance, on the New York Stock Exchange (the "NYSE") and
the Pacific Exchange (the "PCX").

          (m)  The Company will pay all costs, expenses, fees and taxes incident
to (i) the preparation, printing, filing and distribution under the Act of the
Registration Statement (including financial statements and exhibits), and all
amendments and supplements to any of them prior to or during the period
specified in Section 5(e), (ii) the printing and delivery of the Prospectus and
all amendments or supplements to it during the period specified in Section 5(e),
(iii) the printing and delivery of this Agreement and all other agreements,
memoranda, correspondence and other documents printed and delivered in
connection with the offering of the Shares (including in each case any
disbursements of 
                                       5


counsel for the Underwriter relating to such printing and delivery), (iv) the
registration or qualification of the Shares for offer and sale under the
securities or Blue Sky laws of the several states (including in each case the
fees and disbursements of counsel for the Underwriter relating to such
registration or qualification and memoranda relating thereto), (v) filings and
clearance with the National Association of Securities Dealers, Inc. in
connection with the offering, (vi) the listing of the Shares on the NYSE and the
PCX and (vii) furnishing such copies of the Registration Statement, the
Prospectus and all amendments and supplements thereto as may be requested for
use in connection with the offering or sale of the Shares by the Underwriter or
by dealers to whom Shares may be sold.

          6.   Representations and Warranties of the Company.  The Company
               ---------------------------------------------              
represents and warrants to the Underwriter that:

          (a)  The Company has filed with the Commission the Registration
Statement on Form S-3, including the related prospectus included in the
Registration Statement, for the registration under the Act of the offering and
sale of, inter alia, the Shares.  The Company may have filed one or more
         ----- ----                                                     
amendments thereto, including each related prospectus, and one or more
prospectus supplements thereto, each of which has previously been furnished to
the Underwriter.  Any registration statement filed pursuant to Rule 462(b) under
the Act is herein referred to as the "Rule 462(b) Registration Statement," and,
after such filing, the term "Registration Statement" shall include the Rule
462(b) Registration Statement.  The Company has filed with, or transmitted for
filing to, or shall promptly hereafter file with or transmit for filing to, the
Commission a Prospectus Supplement specifically relating to the Shares pursuant
to Rule 424 under the Act.  The Company has included or will include in such
Registration Statement, as amended at the Execution Time, and in the Prospectus
Supplement all information required by the Act and the rules thereunder to be
included therein with respect to the Shares and the offering thereof.  As filed,
such Registration Statement, as so amended, and form of final prospectus
contained in the Registration Statement and Prospectus Supplement, and such
final prospectus and Prospectus Supplement, contains or will contain all
required information with respect to the Shares and the offering thereof and,
except to the extent the Underwriter shall agree in writing to a modification,
shall be in all substantive respects in the form furnished to the Underwriter
prior to the date hereof or, to the extent not completed at the Execution Time,
shall contain only such specific additional information and other changes as the
Company has advised the Underwriter, prior to the Execution Time, will be
included or made therein.

          (b)  On the Effective Date, the Registration Statement did or will,
and when the Prospectus and the Prospectus Supplement is first filed in
accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any
supplements thereto) will, comply in all material respects with the requirements
of the Act and the rules thereunder; on the Effective Date, the Registration
Statement did not or will not contain any untrue statement 

                                       6

 
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;
and, on the date of any filing pursuant to Rule 424(b) and on the Closing Date,
the Prospectus (together with any supplement thereto) will not include any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that the Company makes
                                      --------  -------
no representations or warranties as to the information contained in or omitted
from the Registration Statement or the Prospectus (or any supplement thereto) in
reliance upon and in conformity with information furnished in writing to the
Company by the Underwriter specifically for inclusion in the Registration
Statement or the Prospectus (or any supplement thereto).

          (c)  The Registration Statement has become effective under the Act,
and no stop order suspending the effectiveness of the Registration Statement is
in effect and no proceedings for such purpose are, to the knowledge of the
Company, pending before or threatened by the Commission.

          (d)  Each of the Incorporated Documents complied, as of the date such
Incorporated Document was filed (or, if any amendment with respect to any such
document was filed, when such amendment was filed), in all material respects
with the requirements of the Exchange Act and the rules and regulations
thereunder.

          (e)  The only subsidiaries of the Company are the Subsidiaries (as
defined below).  Each of the Company, SEI Arlington Acquisition Corporation
("SEI Arlington"), SEI Hypoluxo Acquisition Corporation ("Hypoluxo"), PSTI/SEI -
North Bergen Acquisition Corporation ("PSTI"), SEI-Sandy Acquisition Corporation
("Sandy"), PS Orangeco, Inc. ("Orangeco"), Public Storage Pick-Up & Delivery,
Inc. ("PSPUD"), PSI Institutional Advisors, Inc. ("PSIIA"), American Office Park
Properties, Inc. ("AOPP Inc."), PSAF Development, Inc. ("PSAF Inc.") and SEI -
Firestone Acquisition Corporation ("SEI Firestone" and, together with SEI
Arlington, Hypoluxo, PSTI, Sandy, Orangeco, PSPUD, PSIIA, AOPP Inc. and PSAF
Inc., the "Subsidiaries") and PS Partners, Ltd. ("PSPI"), PS Partners II, Ltd.
("PSPII"), PS Partners III, Ltd. ("PSPIII"), PS Partners IV, Ltd. ("PSPIV"), PS
Partners V, Ltd. ("PSPV"), PS Partners VI, Ltd. ("PSPVI"), PS Partners VII, Ltd.
("PSPVII"), PS Partners VIII, Ltd. ("PSPVIII"), American Office Park Properties,
L.P. ("AOPP LP") and PSAF Development Partners, L.P. ("PSAF LP" and, together
with PSPI, PSPII, PSPIII, PSPIV, PSPV, PSPVI, PSPVII, PSPVIII and AOPP LP, the
"Partnerships") has been duly organized and is validly existing (in the case of
the Company and each of the Subsidiaries, as a corporation) in good standing
under the laws of the jurisdiction in which it is organized, with full power and
authority to own or lease and occupy its properties and conduct its business as
described in the Prospectus, and is duly qualified to do business, and is in
good standing, in each jurisdiction which requires such qualification, except
where the failure to so qualify would not, individually or in the aggregate,
have a material adverse effect on the busi-

                                       7

 
ness, operations, earnings, assets or financial condition of the Company (a
"Material Adverse Effect"). All of the outstanding shares of capital stock of
each of the Subsidiaries have been duly authorized and validly issued, are fully
paid and nonassessable, and are owned by the Company (in the case of Orangeco
and PSPUD approximately 95% owned and in the case of AOPP Inc., approximately
43% owned), directly, or indirectly through another Subsidiary, free and clear
of any lien, adverse claim, security interest, equity, or other encumbrance. The
Company owns as of the date hereof approximately 69%, 74%, 60%, 55%, 61%, 61%,
58% and 54% of the limited partnership units of PSPI, PSPII, PSPIII, PSPIV,
PSPV, PSPVI, PSPVII and PSPVIII, respectively. The Company owns as of the date
hereof an approximately 64% and a 30% economic interest in AOPP LP and PSAF LP,
respectively.

          (f)  The Company, each of the Subsidiaries and each Partnership have
all requisite power and authority, and all necessary material authorizations,
approvals, orders, licenses, certificates and permits of and from all regulatory
or governmental officials, bodies and tribunals, to own or lease their
respective properties and to conduct their respective businesses as now being
conducted and as described in the Prospectus; all such authorizations,
approvals, licenses, certificates and permits are in full force and effect,
except where the failure to be in full force and effect would not have a
Material Adverse Effect on the Company, such Subsidiary or such Partnership; and
the Company, each of the Subsidiaries and each Partnership are complying with
all applicable laws, the violation of which could have a Material Adverse Effect
on the Company, such Subsidiary or such Partnership, as the case may be.

          (g)  The Company, each Subsidiary and each Partnership have good and
marketable title to their properties, free and clear of all material liens,
charges and encumbrances and equities of record, except as set forth or
reflected in the Prospectus.

          (h)  The Company, each Subsidiary and each Partnership maintains
adequate insurance for the conduct of their respective business as described in
the Prospectus.

          (i)  The Company, either directly or through the Subsidiaries or
Partnerships, owns or licenses or otherwise has the right to use all patents,
trademarks, trade names and trade secrets material to the Company's business as
described in the Prospectus; other than routine proceedings which if adversely
determined would not materially affect the business (as described in the
Prospectus) of the Company, the Subsidiaries and the Partnerships taken as a
whole, no claims have been asserted by any person with respect to the use of any
such patents, trademarks, trade names or trade secrets or challenging or
questioning the validity or effectiveness of any such patents, trademarks, trade
names or trade secrets; to the best knowledge of the Company, the use, in
connection with the business and operations of the Company, the Subsidiaries and
the Partnerships, of such patents, trademarks and trade names does not infringe
on the rights of any person.

                                       8

 
          (j)  The Company's authorized capitalization is as set forth in the
Prospectus (including the Incorporated Documents); the capital stock of the
Company conforms in all material respects to the description thereof contained
in the Prospectus; the outstanding shares of Common Stock, Class B common stock,
par value $.10 per share, of the Company (the "Class B Common Stock"), Series A
Preferred Stock, par value $.01 per share, of the Company (the "Series A
Preferred Stock"), Series B Preferred Stock, par value $.01 per share, of the
Company (the "Series B Preferred Stock"), Adjustable Rate Cumulative Preferred
Stock, Series C, stated value $25.00 per share, of the Company (the "Series C
Preferred Stock"), 9.50% Cumulative Preferred Stock, Series D, stated value
$25.00 per share, of the Company (the "Series D Preferred Stock"), 10%
Cumulative Preferred Stock, Series E, stated value $25.00 per share, of the
Company (the "Series E Preferred Stock"), 8.25% Convertible Preferred Stock,
stated value $25.00 per share, of the Company (the "Convertible Preferred
Stock"), 9.75% Cumulative Preferred Stock, Series F, stated value of $25.00 per
share, of the Company (the "Series F Preferred Stock"), 8-7/8% Cumulative
Preferred Stock, Series G, stated value of $25,000 per share, of the Company
(the "Series G Preferred Stock") 8.45% Cumulative Preferred Stock, Series H,
stated value of $25,000 per share, of the Company (the "Series H Preferred
Stock"), 8-5/8% Cumulative Preferred Stock, Series I, stated value of $25,000
per share, of the Company (the "Series I Preferred Stock"), 8% Cumulative
Preferred Stock, Series J, stated value $25,000 per share, of the Company (the
"Series J Preferred Stock") and Equity Stock, Series A, of the Company ("Series
A Equity Stock") have each been duly and validly authorized and issued in
compliance with all Federal and state securities laws, and are fully paid and
nonassessable; the Shares been duly and validly authorized and, when issued and
delivered pursuant to this Agreement, will be fully paid and nonassessable;
application has been made to list the Shares on the NYSE and the PCX; the form
of certificate for the Shares will be in valid and sufficient form in compliance
with NYSE and PCX requirements; and the holders of outstanding shares of capital
stock of the Company are not entitled to preemptive or other rights to subscribe
for the Shares.

          (k)  There is no pending or, to the best knowledge of the Company,
after due inquiry, threatened, action, suit, proceeding or investigation before
any court, governmental agency, authority or body or arbitrator involving the
Company, any of the Subsidiaries or any of the Partnerships or any of their
respective officers or any of their respective properties, assets or rights of a
character required to be disclosed in the Registration Statement or Prospectus
which is not adequately disclosed in the Prospectus, and there is no franchise,
contract or other document of a character required to be described in the
Registration Statement or Prospectus, or to be filed as an exhibit, which is not
described or filed as required.

          (l)  The Company has full corporate power and authority to enter into
and perform its obligations under this Agreement and to issue, sell and deliver
the Shares; this Agreement has been duly authorized, executed and delivered by
the Company and, when so executed, will constitute a valid and binding
obligation of the Company, enforceable 

                                       9

 
against the Company in accordance with its terms, except to the extent that
enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereinafter in effect
relating to creditors' rights generally, and (ii) general principles of equity
(regardless of whether a proceeding is considered at law or in equity).

          (m)  No consent, approval, authorization or order of any court or
governmental agency, authority or body is required (and has not been received)
for the execution by the Company of this Agreement, the performance by the
Company of its obligations hereunder or the consummation by the Company of the
transactions contemplated herein, except such as are required under the state
securities or the Blue Sky laws of any jurisdiction in connection with the
purchase and distribution of the Shares by the Underwriter. Neither the Company
nor any of its affiliates is presently doing any business with the government of
Cuba or with any person or affiliate located in Cuba.

          (n)  Neither the Company nor any of the Subsidiaries is in violation
of, in conflict with, in breach of or in default under (and none of them know of
an event which with the giving of notice or the lapse of time or both would be
reasonably likely to constitute a default under) its charter or by-laws, and
none of the Partnerships is in violation of its respective partnership agreement
(and none of them know of an event which with the giving of notice or the lapse
of time or both would be reasonably likely to constitute a violation), and
neither the Company, any Subsidiary nor any Partnership is in default in the
performance of any obligation, agreement or condition contained in any loan,
note or other evidence of indebtedness or in any indenture, mortgage, deed of
trust or any other material agreement by which it or its properties are bound,
except for such defaults as could not, individually or in the aggregate, have a
Material Adverse Effect on the Company, such Subsidiary or such Partnership, as
the case may be.

          (o)  Neither the Company, any of the Subsidiaries nor any of the
Partnerships has violated any environmental, safety or similar law or regulation
applicable to its business relating to the protection of human health and
safety, the environment or hazardous or toxic substances or wastes, pollutants
or contaminants, nor has the Company, any of the Subsidiaries nor any of the
Partnerships violated any Federal, state or local law relating to discrimination
in the hiring, promotion, pay or terms or conditions of employment of employees
nor any applicable wage or hour laws, nor has the Company or any of the
Partnerships engaged in any unfair labor practice, which in each case could
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect on the Company, such Subsidiary or such Partnership, as the case
may be.

          (p)  Neither the issue and sale of the Shares nor the consummation of
any of the other transactions herein contemplated nor the fulfillment of the
terms hereof will conflict with, result in a breach or violation of, or
constitute a default under any law or the charter or by-laws of the Company or
any of the Subsidiaries or the partnership 

                                       10

 
agreement of any of the Partnerships or the terms of any indenture or other
agreement or instrument to which the Company, any of the Subsidiaries or any of
the Partnerships is a party or is bound or any judgment, order or decree
applicable to the Company, any of the Subsidiaries or any of the Partnerships of
any court, regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Company, any of the Subsidiaries or any
of the Partnerships.

          (q)  The Company has fulfilled its obligations, if any, under the
minimum funding standards of Section 302 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and the regulations and published
interpretations thereunder with respect to each "pension plan" (as defined in
ERISA and such regulations and published interpretations) in which employees of
the Company are eligible to participate and each such plan is in compliance in
all material respects with the presently applicable provisions of ERISA and such
regulations and published interpretations (except for such failure to so comply
that would not have, singularly or in the aggregate with all other such failures
to comply, a Material Adverse Effect), and has not incurred any unpaid liability
to the Pension Benefit Guaranty Corporation (other than for the payment of
premiums in the ordinary course) or to any such plan under Title IV of ERISA.

          (r)  Other than as described in the Prospectus (including the
Incorporated Documents), and other than grants of options to purchase 186,000
shares of Common Stock since January 1, 1997, there are no outstanding warrants
or options to purchase any shares of capital stock of the Company and there are
no restrictions upon the voting or transfer of, or the declaration or payment of
any dividend or distribution on, any shares of capital stock of the Company
pursuant to the articles of incorporation or by-laws of the Company, any
agreement or other instrument to which the Company is a party or by which the
Company is bound, or any order, law, rule, regulation or determination of any
court, governmental agency or body (including, without limitation, any banking
or insurance regulatory agency or body), or arbitrator having jurisdiction over
the Company.  No holders of securities of the Company have rights to the
registration of such securities under the Registration Statement.

          (s)  The Company is qualified, has been qualified since January 1,
1981, has been operating, since the beginning of the current fiscal year, in a
manner that would continue to permit it to be qualified, and intends to operate
so as to continue to be qualified, (i) as a REIT under Section 856 et seq. of
                                                                   -- ----   
the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) to be taxed
on its "real estate investment trust income" pursuant to Section 857 of the
Code.

          (t)  No statement, representation, warranty or covenant made by the
Company in this Agreement or made in any certificate or document required by
this Agreement to be delivered to the Underwriter is, or will be, when made,
inaccurate, untrue or incorrect in any material respect.

                                       11

 
          (u)  Neither the Company nor any of its officers, directors, or
controlling persons has taken, directly or indirectly, any action intended, or
which might reasonably be expected, to cause or result, under the Act or
otherwise, in, or which has constituted, stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the
Shares in violation of the Act.

          (v)  To the best of the Company's knowledge, the firm of accountants
that have certified or shall certify the applicable financial statements and
supporting schedules filed or to be filed with the Commission as part of (or
incorporated by reference in) the Registration Statement and the Prospectus are
independent public accountants with respect to the Company and any other
applicable entity, as required by the Act.  The financial statements, together
with related schedules and notes, incorporated by reference in the Prospectus
and the Registration Statement comply as to form in all material respects with
the requirements of the Act.  Such financial statements fairly present the
consolidated financial position of the Company, the Subsidiaries and the
Partnerships at the respective dates indicated and the results of their
operations and their cash flows for the respective periods indicated, and have
been prepared in accordance with generally accepted accounting principles,
except as otherwise expressly stated therein, as consistently applied throughout
such periods.  The pro forma financial statements and the related notes thereto,
and the other pro forma financial information, included or incorporated by
reference in the Prospectus and the Registration Statement present fairly the
information shown therein, have been prepared in accordance with the
Commission's rules and guidelines with respect to pro forma financial statements
and have been properly compiled on the bases described therein, in all material
respects, and the assumptions used in the preparation thereof are reasonable and
the adjustments used therein are appropriate to give effect to the transactions
and circumstances referred to therein.  The other financial and statistical
information and data included in the Prospectus and in the Registration
Statement are, in all material respects, accurately presented and prepared on a
basis consistent with applicable financial statements and the books and records
of the Company, the Subsidiaries and the Partnerships or, with respect to
information and data relating to persons other than the Company, the
Subsidiaries and the Partnerships, other information available to the Company.

          (w)  Except as disclosed in the Registration Statement and the
Prospectus (or any amendment or supplement thereto), subsequent to the
respective dates as of which such information is given in the Registration
Statement and the Prospectus (or any amendment or supplement thereto), neither
the Company, any of the Subsidiaries nor any of the Partnerships has incurred
any liability or obligation, direct or contingent, or entered into any
transaction, not in the ordinary course of business, that is material to the
Company, the Subsidiaries and the Partnerships taken as a whole, and there has
not been any material change in the capital stock, or material increase in the
short-term debt or long-term debt, of the Company, any Subsidiary or any of the
Partnerships, or any material adverse change, or any development (that relates
to the Company, the Subsidiaries and the Partnerships or to any of its
respective properties or assets) which may reasonably 

                                       12

 
be expected to involve a prospective material adverse change, in the condition
(financial or other), business, net worth or results of operations of the
Company, the Subsidiaries and the Partnerships taken as a whole.

          (x)  The Company has not distributed and, prior to the later to occur
of (i) the Closing Date and (ii) completion of the distribution of the Shares,
will not distribute any offering material in connection with the offering and
sale of the Shares other than the Registration Statement, the Prospectus or
other materials, if any, permitted by the Act.

          (y)  The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurances that in all material respects (i)
transactions are executed in accordance with management's general or specific
authorization; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting
principles and to maintain accountability for assets; (iii) access to assets is
permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

          (z)  To the Company's knowledge, neither the Company, any of its
Subsidiaries nor any of the Partnerships nor any employee or agent of the
Company, any Subsidiary or any Partnership has made any payment of funds of the
Company, any Partnership or any Subsidiary or received or retained any funds in
violation of any law, rule or regulation, which payment, receipt or retention of
funds is of a character required to be disclosed in the Prospectus.

          (aa) The Company, each of the Subsidiaries and each of the
Partnerships have filed all tax returns required to be filed (except to the
extent extensions have been timely filed related thereto), which returns are
complete and correct in all material respects, and neither the Company, any
Partnership nor any Subsidiary is in default in the payment of any taxes which
were payable pursuant to said returns or any assessments with respect thereto.

          (ab) To the best of the Company's knowledge, no labor disturbance by
the employees of the Company, the Subsidiaries or the Partnerships exists or is
imminent that would, individually or in the aggregate, have a Material Adverse
Effect.  No collective bargaining agreement exists with any of the Company's
employees and, to the best of the Company's knowledge, no such agreement is
imminent.

          (ac) The Company has been advised concerning the Investment Company
Act of 1940, as amended (the "1940 Act"), and the rules and regulations
thereunder, and has in the past conducted, and intends in the future to conduct,
its affairs in such a manner as to ensure that it will not become an "investment
company" or a company "controlled" 

                                       13

 
by an "investment company" within the meaning of the 1940 Act and such rules and
regulations.

          (ad) The terms which follow, when used in this Agreement, shall have
the meanings indicated.  The term "the Effective Date" shall mean each date that
the Registration Statement and any post-effective amendment or amendments
thereto became or become effective.  "Execution Time" shall mean the date and
time that this Agreement is executed and delivered by the parties hereto.
"Preliminary Prospectus" shall mean any preliminary prospectus or preliminary
prospectus supplement relating to the Shares, in each case filed pursuant to
Rule 424(b).  "Prospectus" shall mean the prospectus and any Prospectus
Supplement relating to the Shares that is first filed pursuant to Rule 424(b)
after the Execution Time.  "Registration Statement" shall mean the Registration
Statement referred to in Paragraph (a) above, including exhibits and financial
statements, as amended at the Execution Time and, in the event any post-
effective amendment thereto becomes effective prior to the Closing Date, shall
also mean such registration statement as so amended.  "Rule 424" refers to such
rule under the Act.  Any reference herein to the Registration Statement, a
Preliminary Prospectus or the Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein either pursuant to the terms of
the Registration Statement or pursuant to Item 12 of Form S-3 which were filed
under the Exchange Act on or before the Effective Date of the Registration
Statement or the issue date of such Preliminary Prospectus or the Prospectus, as
the case may be (collectively, the "Incorporated Documents"); and any reference
herein to the terms "amend," "amendment" or "supplement" with respect to the
Registration Statement, any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include the filing of any document under the Exchange Act
after the Effective Date of the Registration Statement, or the issue date of any
Preliminary Prospectus or the Prospectus, as the case may be, deemed to be
incorporated therein by reference.

          7.   Indemnification.  (a)  The Company agrees to indemnify and hold
               ---------------                                                
harmless the Underwriter and each person, if any, who controls the Underwriter
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act,
from and against any and all losses, claims, damages, liabilities and judgments
caused by any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) or any Preliminary Prospectus, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or judgments are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon and in
conformity with information relating to the Underwriter furnished in writing to
the Company by or on behalf of the Underwriter expressly for use therein;
                                                                         
provided, however, that the foregoing indemnity agreement with respect to any
- --------  -------                                                            
Preliminary Prospectus shall not inure to the benefit of the Underwriter, or any
person controlling the Underwriter, if 

                                       14

 
a copy of the Prospectus (as then amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) was not sent or given by
or on behalf of the Underwriter to such person, if required by law so to have
been delivered, at or prior to the written confirmation of the sale of the
Shares to such person, and if the Prospectus (as so amended and supplemented)
would have cured the defect giving rise to such loss, claim, damage, liability
or judgment.

          (b)  In case any action shall be brought against the Underwriter or
any person controlling the Underwriter, based upon any Preliminary Prospectus,
the Registration Statement or the Prospectus or any amendment or supplement
thereto and with respect to which indemnity may be sought against the Company,
the Underwriter shall promptly notify the Company in writing and the Company
shall assume the defense thereof, including the employment of counsel reasonably
satisfactory to such indemnified party and payment of all fees and expenses.
The Underwriter or any such controlling person shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of the Underwriter
or such controlling person unless (i) the employment of such counsel shall have
been specifically authorized in writing by the Company, (ii) the Company shall
have failed to assume the defense and employ counsel or (iii) the named parties
to any such action (including any impleaded parties) include both the
Underwriter or such controlling person and the Company and the Underwriter or
such controlling person shall have been advised by such counsel that there may
be one or more legal defenses available to it which are different from or
additional to those available to the Company (in which case the Company shall
not have the right to assume the defense of such action on behalf of the
Underwriter or such controlling person, it being understood, however, that the
Company shall not, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) for the Underwriter and controlling persons, which firm shall be
designated in writing by the Underwriter and that all such fees and expenses
shall be reimbursed as they are incurred).  The Company shall not be liable for
any settlement of any such action effected without its written consent but if
settled with the written consent of the Company, the Company agrees to indemnify
and hold harmless the Underwriter and any such controlling person from and
against any loss or liability by reason of such settlement.  Notwithstanding the
immediately preceding sentence, if in any case where the fees and expenses of
counsel are at the expense of the indemnifying party and an indemnified party
shall have requested the indemnifying party to reimburse the indemnified party
for such fees and expenses of counsel as incurred, such indemnifying party
agrees that it shall be liable for any settlement of any action effected without
its written consent if (i) such settlement is entered into more than 30 business
days after the receipt by such indemnifying party of the aforesaid request and
(ii) such indemnifying party shall have failed to reimburse the indemnified
party in accordance with such request for reimbursement prior to the date of
such settlement.  No indemnifying party shall, 

                                       15

 
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

          (c)  The Underwriter agrees to indemnify and hold harmless the
Company, its directors, its officers who sign the Registration Statement and any
person controlling the Company within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, to the same extent as the foregoing indemnity
from the Company to the Underwriter but only with reference to information
relating to the Underwriter furnished in writing by or on behalf of the
Underwriter expressly for use in the Registration Statement or the Prospectus.
In case any action shall be brought against the Company, any of its directors,
any such officer or any person controlling the Company based on the Registration
Statement, the Prospectus or any Preliminary Prospectus and in respect of which
indemnity may be sought against the Underwriter, the Underwriter shall have the
rights and duties given to the Company (except that if the Company shall have
assumed the defense thereof, the Underwriter shall not be required to do so, but
may employ separate counsel therein and participate in the defense thereof but
the fees and expenses of such counsel shall be at the expense of the
Underwriter), and the Company, its directors, any such officers and any person
controlling the Company shall have the rights and duties given to the
Underwriter, by Section 7(b).

          (d)  If the indemnification provided for in Section 7 is unavailable
to an indemnified party in respect of any losses, claims, damages, liabilities
or judgments referred to therein, then each indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities and judgments (i) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and the
Underwriter on the other hand from the offering of the Shares or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company and
the Underwriter in connection with the statements or omissions which resulted in
such losses, claims, damages, liabilities or judgments, as well as any other
relevant equitable considerations.  The relative benefits received by the
Company and the Underwriter shall be deemed to be in the same proportion as the
total net proceeds from the offering (before deducting expenses) received by the
Company, and the total underwriting discounts and commissions received by the
Underwriter, bear to the total price to the public of the Shares, in each case
as set forth in the table on the cover page of the Prospectus.  The relative
fault of the Company and the Underwriter shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission to state a material fact relates to information 

                                       16

 
supplied by the Company or the Underwriter and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

          The Company and the Underwriter agree that it would not be just and
equitable if contribution pursuant to Section 7(d) were determined by pro rata
allocation (even if the Underwriter were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding Paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding Paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of Section 7, the Underwriter shall not be
required to contribute any amount in excess of the amount by which the total
underwriting discount applicable to the Shares purchased by the Underwriter
exceeds the amount of any damages which the Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.  No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

          8.   Conditions of Underwriter's Obligations.  The obligation of the
               ---------------------------------------                        
Underwriter to purchase the Shares under this Agreement is subject to the
satisfaction of each of the following conditions:

          (a)  All the representations and warranties of the Company contained
in this Agreement shall be true and correct on the Closing Date with the same
force and effect as if made on and as of the Closing Date.

          (b)  The Registration Statement (including any post-effective
amendment thereto) shall have become effective not later than 5:00 p.m. (and in
the case of a Registration Statement filed under Rule 462(b) of the Act, not
later than 10:00 p.m.), New York City time, on the date of this Agreement or at
such later date and time as the Underwriter may approve in writing, and at the
Closing Date no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have
been commenced or shall be pending before or, to the knowledge of the Company or
the Underwriter, contemplated by the Commission.

          (c)(i)  Since the date of the latest balance sheet included in the
Registration Statement and the Prospectus, there shall not have been any
material adverse change, or any development involving a prospective material
adverse change, in the condition, financial or otherwise, or in the earnings,
affairs or business prospects, whether or not arising in the ordinary course of
business, of the Company, (ii) since the date of the latest balance sheet
included in the Registration Statement and the Prospectus, there shall not 

                                       17

 
have been any material change, or any development involving a prospective
material change, in the capital stock or in the long-term debt of the Company
from that set forth in the Registration Statement and Prospectus, (iii) the
Company and its subsidiaries shall have no liability or obligation, direct or
contingent, which is material to the Company and its subsidiaries, taken as a
whole, other than those reflected in the Registration Statement and the
Prospectus and (iv) on the Closing Date the Underwriter shall have received a
certificate dated the Closing Date, signed by Harvey Lenkin and John Reyes in
their capacities as the President, and Senior Vice President and Chief Financial
Officer, respectively, of the Company, confirming the matters set forth in
Sections 8(a), (b) and (c).

          (d)  The Underwriter shall have received on the Closing Date an
opinion (satisfactory to the Underwriter and counsel for the Underwriter), dated
the Closing Date, of David Goldberg, counsel for the Company, to the effect
that:

               (i)   Each of the Company, the Subsidiaries and the Partnerships
     has been duly organized and is validly existing (in the case of the Company
     and each of the Subsidiaries, as a corporation) in good standing under the
     laws of the jurisdiction in which it is organized, with full power and
     authority to own or lease and occupy its properties and conduct its
     business as described in the Prospectus, and is duly qualified to do
     business, and is in good standing, in each jurisdiction which requires such
     qualification, except where the failure to so qualify would not,
     individually or in the aggregate, have a Material Adverse Effect;

               (ii)  All of the Company's ownership interests in the
     Partnerships are owned free and clear of any perfected security interest
     and, to my knowledge, after due inquiry, any other security interests,
     claims, liens or encumbrances;

               (iii) The Company's authorized equity capitalization is as set
     forth in the Prospectus; the capital stock of the Company conforms to the
     description thereof contained in the Prospectus in all material respects;
     the statements in the Prospectus under the captions "Description of Common
     Stock and Class B Common Stock," "Description of Preferred Stock" and
     "Description of Equity Stock," insofar as such statements constitute
     summaries of the documents referred to therein, have been reviewed by such
     counsel and fairly summarize the matters referred to therein in all
     material respects; the outstanding shares of Common Stock, Class B Common
     Stock, Series A Preferred Stock, Series B Preferred Stock, Series C
     Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series
     F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock,
     Series I Preferred Stock, Series J Preferred Stock, Series A Equity Stock

                                       18

 
     and Convertible Preferred Stock have been duly and validly authorized and
     issued and are fully paid and nonassessable; the Shares have been duly and
     validly authorized and, when issued and delivered by the Company pursuant
     to the Agreement and paid for by the Underwriter pursuant to the Agreement,
     will be fully paid and nonassessable; the Shares have been duly authorized
     for listing, subject to official notice of issuance, on the NYSE and the
     PCX; the forms of certificates for the Shares are in valid and sufficient
     form in compliance with NYSE and PCX requirements; and the holders of
     outstanding shares of capital stock of the Company are not entitled to
     preemptive or other rights to subscribe for the Shares;

               (iv)  To the best of my knowledge, after due inquiry, there is no
     pending or threatened action, suit or proceeding before any court or
     governmental agency, authority or body or arbitrator involving the Company,
     any of the Subsidiaries or any of the Partnerships of a character required
     to be disclosed in the Registration Statement which is not adequately
     disclosed in the Prospectus, and there is no franchise, contract or other
     document of a character required to be described in the Registration
     Statement or Prospectus, or to be filed as an exhibit, which is not
     described or filed as required; and, to the best of my knowledge, after due
     inquiry, the statements in the Company's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1996, under Part II, Item 7 - "Management's
     Discussion and Analysis of Financial Condition and Results of Operations -
     Liquidity and Capital Resources - Distribution Requirements" and in the
     Company's Annual Report on Form 10-K (Amendment No.  1) for the fiscal year
     ended December 31, 1996, under Part III, Item 13 - "Certain Relationships
     and Related Party Transactions" (other than the financial statements and
     other financial and statistical information contained therein, as to which
     such counsel need not express any opinion) fairly summarize the matters
     therein described in all material respects;

               (v)   The Registration Statement and the Prospectus and any
     amendment or supplement thereto comply as to form in all material respects
     with the requirements for the use of Form S-3 and the rules and regulations
     thereunder, and the Registration Statement and the Prospectus and any
     amendment or supplement thereto (other than the financial statements and
     other financial information contained therein, as to which such counsel
     need express no opinion) comply as to form in all material respects with
     the requirements of the Act and the rules thereunder and each of the
     Incorporated Documents (or, if any amendment with respect to any such
     document was filed, when such document was filed), complied as to form in
     all material respects with the requirements of the Exchange Act and the
     rules thereunder (other than the financial statements and other financial

                                       19

 
     information contained therein, as to which such counsel need express no
     opinion);

               (vi)   The Company has full corporate power and authority to
     enter into and perform its obligations under the Agreement and to issue,
     sell and deliver the Shares; and the Agreement has been duly authorized,
     executed and delivered by the Company;

               (vii)  No consent, approval, authorization or order of any court
     or governmental agency, authority or body is required for the execution by
     the Company of the Agreement, the performance by the Company of its
     obligations thereunder or the consummation of the transactions contemplated
     therein, except such as have been obtained under the Act and the Exchange
     Act and such as may be required under the Blue Sky laws of any jurisdiction
     in connection with the purchase and distribution by the Underwriter of the
     Shares;

               (viii) The Company, each Subsidiary and each Partnership have all
     requisite power and authority, and, to the best knowledge of such counsel,
     after due inquiry, all necessary material authorizations, approvals,
     orders, licenses, certificates and permits of and from all regulatory or
     governmental officials, bodies and tribunals, to own or lease their
     respective properties and to conduct their respective businesses as now
     being conducted and as described in the Prospectus; and, to the best of my
     knowledge, after due inquiry, all such authorizations, approvals, licenses,
     certificates and permits are in full force and effect, except where the
     failure to be in full force and effect would not have a Material Adverse
     Effect on the Company, such Subsidiary or such Partnership, and the
     Company, each Subsidiary and each Partnership are complying with all
     applicable laws, the violation of which could have a Material Adverse
     Effect on the Company, such Subsidiary or such Partnership, as the case may
     be;

               (ix)   The Company and each of the Subsidiaries are not in
     violation of its articles of incorporation or by-laws, and each of the
     Partnerships is not in violation of its respective partnership agreement,
     and to the best of my knowledge, after due inquiry, neither the Company,
     the Subsidiaries nor any Partnership is in default in the performance of
     any obligation, agreement or condition contained in any loan, note or other
     evidence of indebtedness or in any indenture, mortgage, deed of trust or
     any other material agreement by which it or its properties are bound,
     except for such defaults as could not, individually or the aggregate, have
     a Material Adverse Effect on the Company, such Subsidiary or such
     Partnership, as the case may be;

                                       20

 
               (x)  Neither the issue and sale of the Shares nor the
     consummation of any of the other transactions contemplated by the Agreement
     nor the fulfillment of the terms hereof will conflict with, result in a
     breach or violation of, or constitute a default under any law or the
     articles of incorporation or by-laws of the Company or the Subsidiaries or
     the partnership agreement of any of the Partnerships or the terms of any
     indenture or other agreement or instrument known to me and to which the
     Company, any of the Subsidiaries or any of the Partnerships is a party or
     is bound or any judgment, order or decree known to me to be applicable to
     the Company, any of the Subsidiaries or any of the Partnerships of any
     court, regulatory body, administrative agency, governmental body or
     arbitrator having jurisdiction over the Company, any of the Subsidiaries or
     any of the Partnerships;

               (xi)   No holders of securities of the Company have rights to the
     registration of such securities under the Registration Statement, except as
     provided therein;

               (xii)  Any required filing of the Prospectus, and any supplements
     thereto, pursuant to Rule 424(b) has been made in the manner and within the
     time period required by Rule 424(b); and, to the best of my knowledge, no
     stop order suspending the effectiveness of the Registration Statement has
     been issued and no proceedings for that purpose have been instituted or
     threatened;

               (xiii) To the best of such counsel's knowledge, after reasonable
     inquiry, neither the Company, any of the Subsidiaries nor any of the
     Partnerships is in violation of any law, ordinance, administrative or
     governmental rule or regulation applicable to the Company, any of the
     Subsidiaries or any of the Partnerships or of any decree of any court or
     governmental agency or body having jurisdiction over the Company, any of
     the Subsidiaries or any of the Partnerships, the violation of which could
     have a Material Adverse Effect on the Company, such Subsidiary or such
     Partnership, as the case may be;

               (xiv)  The statements in the Registration Statement and
     Prospectus, insofar as they are descriptions of contracts, agreements or
     other legal documents, or refer to statements of law or legal conclusions,
     are accurate and present fairly the information required to be shown in all
     material respects;

               (xv)   The Company, the Subsidiaries and the Partnerships own or
     have the right to use all patents, trademarks, trademark registra-

                                       21

 
     tions, service marks, service mark registrations, trade names, copyrights,
     licenses, inventions, trade secrets and rights described in the Prospectus
     as being owned by them or any of them or necessary for the conduct of their
     respective businesses, and, other than routine proceedings which if
     adversely determined would not materially affect the business of the
     Company, the Subsidiaries and the Partnerships taken as a whole as
     described in the Prospectus, such counsel is not aware of any claim to the
     contrary or any challenge by any other person to the rights of the Company,
     the Subsidiaries or the Partnerships with respect to the foregoing;

               (xvi)  Except as described in the Prospectus and in Section 6(r),
     to the best of such counsel's knowledge, after reasonable inquiry, there
     are no outstanding options, warrants or other rights calling for the
     issuance of, and there are no commitments, plans or arrangements to issue,
     any shares of capital stock of the Company or any security convertible into
     or exchangeable or exercisable for capital stock of the Company;

               (xvii) Except as described in the Prospectus and in Section 6(r),
     to the best of such counsel's knowledge, after reasonable inquiry, there is
     no holder of any security of the Company or any other person who has the
     right, contractual or otherwise, to cause the Company to sell or otherwise
     issue to them, or to permit them to underwrite the sale of, the Shares or
     the right to have any Common Stock or other securities of the Company
     included in the Registration Statement or the right, as a result of the
     filing of the Registration Statement, to require registration under the Act
     of any shares of Common Stock or other securities of the Company.

          In addition, such counsel shall state that he has participated in
conferences with representatives of the Underwriter, and with officers and other
representatives of the Company and representatives of the independent certified
public accountants of the Company, at which conferences the contents of the
Registration Statement and the Prospectus and related matters were discussed
and, although such counsel does not pass upon and does not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement and the Prospectus, on the basis of the
foregoing (relying as to certain factual matters on the information provided to
such counsel by the Company and not on an independent investigation, but in the
absence of information to the contrary), no facts have come to such counsel's
attention which leads such counsel to believe that the Registration Statement,
as of its effective date, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or that the Prospectus, as of its
date and as of the date hereof, contained an untrue statement of a material fact
or omitted to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
                                                                          
provided 
- -------- 

                                       22

 
that such counsel need not express any comment with respect to the financial
statements and other financial data included in the Registration Statement or
Prospectus.

          (e)  The Underwriter shall have received an opinion, dated the Closing
Date and satisfactory in form and substance to counsel for the Underwriter, from
Hogan & Hartson L.L.P., counsel for the Company, to the effect that:

               (i)   The statements in the Prospectus under the heading "Certain
     Federal Income Tax Considerations" and "Risk Factors - Tax Risks," read in
     conjunction with the statements in the Prospectus Supplement under the
     heading "Certain Federal Income Tax Considerations," to the extent they
     describe matters of law or legal conclusions, are correct in all material
     respects.

               (ii)  Based upon current law, including relevant statutes,
     regulations and judicial and administrative precedent (which law is subject
     to change on a retroactive basis), and subject to the limitations and
     qualifications set forth in such counsel's tax opinion filed as Exhibit 8.1
     to the Registration Statement, the Company will continue to qualify as a
     REIT under sections 856 through 860 of the Code following the Merger of
     Public Storage Management, Inc. ("PSMI") into the Company (the "Merger") so
                                                                              --
     long as (A) the Company has met at all times since the Merger and continues
     ---- --                                                                    
     to meet the stock ownership and gross income requirements applicable to
     REITs and (B) either PSMI at the time of (and after giving effect to) the
     Merger was not considered to have any current or accumulated earnings and
     profits for tax purposes or the Company made distributions prior to the end
     of 1995 in an amount sufficient to eliminate such earnings and profits.
     The Underwriter may rely upon such counsel's tax opinion filed as Exhibit
     8.1 to the Registration Statement to the same extent as if it were set
     forth in full herein.

          (f)  The Underwriter shall have received an opinion, dated the Closing
Date, from Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the
Underwriter, with respect to the Registration Statement, the Prospectus and this
Agreement, which opinion shall be satisfactory in all respects to the
Underwriter, and such counsel shall have been provided by the Company with such
documents and information as they may reasonably request to enable them to pass
on such matters.

          (g)  The Underwriter shall have received letters addressed to it,
dated the date hereof and the Closing Date, from Ernst & Young LLP and KPMG Peat
Marwick LLP, independent certified public accountants, substantially in the
forms heretofore approved by the Underwriter.

                                       23

 
          (h)  (i) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been taken or, to the knowledge of the Company, shall be
contemplated by the Commission at or prior to the Closing Date; (ii) there shall
not have been any material change in the capital stock of the Company nor any
material increase in the short-term or long-term debt of the Company (other than
in the ordinary course of business) from that set forth or contemplated in the
Registration Statement or the Prospectus (or any amendment or supplement
thereto); (iii) there shall not have been, since the respective dates as of
which information is given in the Registration Statement and the Prospectus (or
any amendment or supplement thereto), except as may otherwise be stated in the
Registration Statement and Prospectus (or any amendment or supplement thereto),
any material adverse change in the condition (financial or other), business,
prospects, properties, net worth or results of operations of the Company, the
Subsidiaries and the Partnerships taken as a whole; (iv) the Company, the
Subsidiaries and the Partnerships shall not have any liabilities or obligations,
direct or contingent (whether or not in the ordinary course of business), that
are material to the Company, the Subsidiaries, and the Partnerships, taken as a
whole, other than those reflected in the Registration Statement or the
Prospectus (or any amendment or supplement thereto); and (v) all the
representations and warranties of the Company contained in this Agreement shall
be true and correct in all material respects on and as of the date hereof and on
and as of the Closing Date as if made on and as of the Closing Date, and the
Underwriter shall have received a certificate, dated the Closing Date and signed
by the chief executive officer and the chief financial officer of the Company
(or such other officers as are acceptable to the Underwriter), to the effect set
forth in Section 8(h) and in Section 8(i).

          (i)  The Company shall not have failed at or prior to the Closing Date
to have performed or complied with any of its agreements herein contained and
required to be performed or complied with by it hereunder at or prior to the
Closing Date.

          (j)  Prior to the Closing Date the Shares shall have been listed,
subject to notice of issuance, on the NYSE and the PCX.

          (k)  The Company shall have furnished or caused to be furnished to the
Underwriter such further certificates and documents as the Underwriter shall
have requested.

          (l)  The Company shall have furnished to the Underwriter "lock up"
letters, in form and substance satisfactory to the Underwriter, signed by each
of the Company's current executive officers and directors.

          All such opinions, certificates, letters and other documents will be
in compliance with the provisions hereof only if they are satisfactory in form
and substance to the Underwriter and its counsel.

                                       24

 
          Any certificate or document signed by any officer of the Company and
delivered to the Underwriter, or to its counsel, shall be deemed a
representation and warranty by the Company to the Underwriter as to the
statements made therein.

          9.   Effective Date of Agreement and Termination.  This Agreement
               -------------------------------------------                 
shall become effective upon the later of (i) execution of this Agreement, (ii)
when notification of the effectiveness of the Registration Statement has been
released by the Commission, and (iii) if, at the time this Agreement is executed
and delivered, it is necessary for a post-effective amendment to the
Registration Statement or a Rule 462 Registration Statement to be declared or
become effective before the offering of the Shares may commence, when
notification of the effectiveness of such post-effective amendment has been
released by the Commission or, in the case of a Rule 462(b) Registration
Statement, upon filing thereof.

          This Agreement may be terminated at any time prior to the Closing Date
by the Underwriter by written notice to the Company if any of the following has
occurred: (i) since the respective dates as of which information is given in the
Registration Statement and the Prospectus, any material adverse change or
development involving a prospective material adverse change in the condition,
financial or otherwise, of the Company and its subsidiaries, taken as a whole,
or the earnings, affairs, or business prospects of the Company or any of its
subsidiaries, taken as a whole, whether or not arising in the ordinary course of
business, which would, in the judgment of the Underwriter, make it impracticable
to market the Shares on the terms and in the manner contemplated in the
Prospectus, (ii) any outbreak or escalation of hostilities or other national or
international calamity or crisis or change in economic conditions or in the
financial markets of the United States or elsewhere that, in the judgment of the
Underwriter, is material and adverse and would, in the judgment of the
Underwriter, make it impracticable to market the Shares on the terms and in the
manner contemplated in the Prospectus, (iii) the suspension or material
limitation of trading in securities on the NYSE, the American Stock Exchange or
the Nasdaq National Market System or limitation on prices for securities on any
such exchange or Nasdaq National Market System, (iv) the enactment, publication,
decree or other promulgation of any Federal or state statute, regulation, rule
or order of any court or other governmental authority which in the Underwriter's
opinion materially and adversely affects, or will materially and adversely
affect, the business or operations of the Company or any Subsidiary, (v) the
declaration of a banking moratorium by either Federal or New York State
authorities or (vi) the taking of any action by any Federal, state or local
government or agency in respect of its monetary or fiscal affairs which in the
opinion of the Underwriter has a material adverse effect on the financial
markets in the United States.

          10.  Miscellaneous.  Notices given pursuant to any provision of this
               -------------                                                  
Agreement shall be addressed as follows:  (a) if to the Company, to Public
Storage, Inc., 701 Western Avenue, 2nd Floor, Glendale, California 91201-2397,
Attention: President; 

                                       25

 
and (b) if to the Underwriter, to Donaldson, Lufkin & Jenrette Securities
Corporation, 277 Park Avenue, New York, New York 10172, Attention: Syndicate
Department, or in any case to such other address as the person to be notified
may have requested in writing.

          The respective indemnities, contribution agreements, representations,
warranties and other statements of the Company, its officers and directors and
of the Underwriter set forth in or made pursuant to this Agreement shall remain
operative and in full force and effect, and will survive delivery of and payment
for the Shares, regardless of (i) any investigation, or statement as to the
results thereof, made by or on behalf of the Underwriter or by or on behalf of
the Company, the officers or directors of the Company or any controlling person
of the Company, (ii) acceptance of the Shares and payment for them hereunder and
(iii) termination of this Agreement.

          If this Agreement shall be terminated by the Underwriter because of
any failure or refusal on the part of the Company to comply with the terms or to
fulfill any of the conditions of this Agreement or pursuant to clause (i) of
Section 9, the Company agrees to reimburse the Underwriter for all out-of-pocket
expenses (including the reasonable fees and disbursements of counsel) reasonably
incurred by it.

                                       26

 
          Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon the Company, the
Underwriter, any controlling persons referred to herein and their respective
successors and assigns, all as and to the extent provided in this Agreement, and
no other person shall acquire or have any right under or by virtue of this
Agreement.  The term "successors and assigns" shall not include a purchaser of
any of the Shares from the Underwriter merely because of such purchase.

          THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

          References to a "Section" or a "Paragraph" are, unless otherwise
specified, to a section or a paragraph of this Agreement.

          This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument.

          This Agreement may be amended only by a written instrument signed by
each of the parties hereto.

          Please confirm that the foregoing correctly sets forth the agreement
between the Company and the Underwriter.

                              Very truly yours,

                              PUBLIC STORAGE, INC.



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


DONALDSON, LUFKIN & JENRETTE
   SECURITIES CORPORATION



By:  /s/ ERIC A. ANDERSON
     --------------------------------------------
     Name:  Eric A. Anderson
     Title: Managing Director

                                      27