Filed by Public Storage, Inc.
                                  Pursuant to Rule 165 and Rule 425(a) under the
                                United States Securities Act of 1933, as amended

                                 Subject Company: Shurgard Storage Centers, Inc.
                                                   Commission File No. 001-11455
                                                          Date: October 28, 2005

Public Storage conducted its third quarter of 2005 earnings conference call on
Friday, October 28, 2005. A replay of the call is accessible on Public Storage's
Internet website or by calling (800) 642-1687 through November 28, 2005. A
transcript of the call is provided below.
- --------------------------------------------------------------------------------





                               PUBLIC STORAGE INC.

                              MODERATOR: CLEM TENG
                                OCTOBER 28, 2005
                                   9:00 AM PT


Operator:    Good afternoon. My name is (Lawana) and I will be your conference
             facilitator. At this time I would like to welcome everyone to the
             Public Storage Third Quarter 2005 Earnings conference call.

             All lines have been placed on mute to prevent any background noise.
             After the speaker's remarks, there will be a question and answer
             session. If you would like to ask a question during this time,
             simply press star then the number 1 on your telephone keypad. If
             you'd like to withdraw your question, press star then the number 2
             on your telephone keypad. Thank you. Mr. Teng, you may begin your
             conference.

Clem Teng:   Good morning and thank you for joining us for our third
             quarter earnings call. Here today are Ron Havner, CEO, John Reyes,
             CFO, John Graul, President of Self-storage Operations and David
             Doll, President of Real Estate Operations.

             We will follow the usual format followed by a question and answer
             period. However, to allow for equal participation, we request that
             you ask only one question when your turn comes up and then return
             to the queue for any follow-up questions.





             Before we begin, I would like to provide the forward-looking
             statement warning. All statements other than statement of
             historical facts included in this conference call are
             forward-looking statements. These forward-looking statements are
             subject to a number of risks and uncertainties many of which are
             beyond Public Storage's control that could cause actual results to
             differ materially from those set forth in or implied by such
             forward-looking statements. All forward-looking statements speak
             only as of the morning of October 28, 2005, the date of this
             conference call.

             Public Storage undertakes no obligation to update or revise any
             forward-looking statement whether the result of new information,
             future events or otherwise. In addition to the risks and
             uncertainties of ordinary business operations, the forward-looking
             statements of Public Storage made on this conference call are also
             subject to the following risks and uncertainties: the costs
             associated with pursuing a potential transaction with Shurgard, the
             risk that no transaction with Shurgard occurs, the risks associated
             with Public Storage's ability to successfully integrate the
             operations of Shurgard, if a transaction is consummated, and
             assumptions with respect to the benefit to be realized from a
             potential transaction with Shurgard, future revenues of Shurgard
             and Public Storage, the expected performance of Shurgard and Public
             Storage and the expected cash flows of Shurgard and Public Storage.

             Additional information about risks and uncertainties that could
             adversely effect Public Storage's forward looking statement are
             described in the company's reports filed with the Securities &
             Exchange Commission, including our 2004 Annual Report on Form 10K,
             subsequent Form 10Qs and other filings after the 2004 10K.






             We will also provide certain non-GAAP financial measures. A
             reconciliation to GAAP of these non-GAAP financial measures is
             included in our press release which can be found at our website at
             www.publicstorage.com. A slide presentation on our proposal to
             Shurgard can also be found at our Web site.

             As a reminder, our press release and the audio web cast replay of
             this conference call are available at our website, and complete
             financial information will be available in our third quarter 10Q,
             which will be filed shortly with the Security & Exchange
             Commission. Now I will turn it over to John Reyes.

John Reyes:  Thank you Clem. As reported yesterday, we achieved solid third
             quarter operating results. Our funds from operations increased to
             97 cents per share compared to 76 cents per share in the same
             quarter last year, representing an increase of 21 cents or 28%.
             The 21 cent increase was the result of both core and non-core
             operating activities.

             The non-core activities which included the impact from applying
             EITS topic D42, gains from the sale of non-real estate assets used
             by our containerized storage business, and the impact from
             hurricane damages, contributed 4 cents in the aggregate to our
             growth. These items are outlined in the table included in our press
             release for additional clarification.

             Our core business activities contributed 17 cents of growth during
             the quarter driven primarily from improved in-store operations
             which contributed 7 cents, newly acquired and developed facilities
             that added 3 cents, the benefit from refinancing higher rate
             preferred securities added 2 cents, and greater interest income on
             cash balances resulting from a higher interest rate environment
             provided 2 cents.







             Our same store facilities continued their strong operating
             performance. Revenues for the pool grew by 4.9% driven primarily by
             higher rental rates, partially offset by slightly lower occupancy.
             The growth in our operating expense moderated to only a 2% increase
             for the quarter. Keep in mind that our reported cost of operations
             includes all related costs of operating our facilities, both direct
             as well as indirect costs. Net operating income increased a solid
             6.4%, as our gross margins improved to 67.6% for the quarter
             compared to 66.7 in the same quarter of 2004.

             With respect to the balance of our self storage assets, which
             consists of development and acquisition properties, revenues for
             the quarter increased to $37 million compared to $23 million in the
             third quarter of 2004. Net operating income before depreciation
             rose to $24 million for the quarter compared to $14 million for the
             same period last year, much of this growth coming from our 2004 and
             2005 acquisitions.

             From a balance sheet perspective, we continue to maintain our
             strong financial position. Our fixed charge ratio continues to
             improve. For the first nine months of 2005, the ratio was a solid
             3.5 times, giving us plenty of financial flexibility.

             Our cash balance at September 30 was over $500 million. We expect
             to use these funds to acquire additional self-storage facilities,
             repay debt, fund development activities and redeem our 8.6% Series
             Q preferred issue for $173 million.

             The related EITS topic D42 charge with respect to the redemption of
             the Series Q will be approximately $5.6 million and will be
             recorded during the fourth quarter of 2005.





             With regard to our capital raising activities, on October 23 and
             August 23 - excuse me, August 23 and October 3, we issued a
             combined $250 million of our 6.45% Series F preferred stock. This
             is the third preferred series we have issued this year, bringing
             our year-to-date total to approximately $526 million.

             For the first nine months of this year, total distributions paid to
             our common shareholders was approximately 54% of funds available
             for distribution -- an improvement from 65% for the same period
             last year. As a result, our retained operating cash flow increased
             significantly to approximately $155 million for the first nine
             months of 2005 compared to $91 million for the same period last
             year.

             During the second half of 2006 we have the opportunity to redeem
             $650 million of preferred stock having a weighted average rate of
             approximately 8%. We may seek to pre-fund these redemptions by
             issuing preferred securities ahead of these redemption dates. Such
             issuances will have a negative impact on our earnings until the
             proceeds are ultimately used to redeem the higher rate preferred
             stock.

             As mentioned last quarter, we had the opportunity to acquire an
             interest in our development JV from the institutional investor. We
             completed this acquisition in August paying $41 million and
             bringing our interest up to 67% in this JV. Our Chairman, Mr.
             Hughes, owns the remaining interest in the JV. We have notified him
             that we are terminating the partnership effective November 17 and
             we will be acquiring his interest in the JV in accordance with the
             partnership agreement. Mr. Hughes' interest in the partnership has
             been classified as debt on our balance sheet.

             We also acquired the remaining minority interest in several large
             institutional partnerships during the year. As a result of these
             transactions, the minority interest in income on our income
             statement was lower in the third quarter and will further be
             reduced in the fourth quarter. With that, let me turn it over to
             John Graul.



John Graul:  Thank you John. As you know, the Southeastern United States has
             experienced three major hurricanes in the past few months. Many
             of our properties in South Florida, Alabama, Texas and Louisiana
             incurred damage that required a range of repairs as disclosed in
             more detail in our press release.

             However, with our disaster plan in place, we were able to respond
             quickly after both Katrina and Rita and get most of the damaged
             properties back online in a short period of time. The only
             exception is in New Orleans where five of our eight properties have
             been reopened. One is undergoing repairs and will reopen shortly,
             and the other two without power remain closed.

             Since those two were in standing water for several weeks, we are
             performing a complete assessment of the integrity of those
             structures. No final decisions will be made until that assessment
             is complete and until we know more about the evolving
             infrastructure repairs and development plans for New Orleans. In
             any case, we have business interruption insurance should those two
             properties need to remain closed for an extended time.

             We are currently assessing damage from the most recent hurricane
             Wilma, to our properties in South Florida. We do not expect to have
             damage estimates for several weeks.

             Next, I'd like to provide an overview of this quarter's operating
             expenses. We continue to place strong emphasis on cost controls and
             as John mentioned earlier, our same store operating expenses
             reflect a modest 2% increase over the same quarter last year.






             Payroll is our largest operating and expense and it declined by 1%
             over the prior year. Although we did incur higher payroll hours
             than last year, the entire costs were more than offset by lower
             worker's compensation costs as a result of improved claims
             management and an expanded safety program.

             Our property insurance expenses were lower in large part because of
             improved cost controls and a somewhat softer insurance market. This
             will likely change next year as hurricane losses start being
             reflected in insurance premiums.

             The telephone reservation center also experienced lower cost
             compared to a year ago. We are close to reaching a stabilized
             expense level and do not expect much reduction, if any, going
             forward.

             R&M expense was slightly lower this quarter and basically flat for
             the nine months. Recently completed asset plans for all of our
             properties will enable us to better manage future cap ex and R&M
             expenditures.

             With these plans now being implemented, we would expect to see a
             moderate increase in both cap ex as well as R&M in the fourth
             quarter and going forward into next year.

             Finally, I would like to review occupancy levels in our largest
             states. For the ten states with the greatest concentration of
             Public Storage same store faculties, the average occupancy for the
             third quarter was 91.7% with a range of 94.4% at the high end and
             90% at the low end. This compares to 91.9% for the average last
             year with a range of 93.8% to 90.6%. In terms of occupancy, Florida
             was the strongest and New Jersey was the weakest. Now let me turn
             it over to David Doll.




David Doll:  Good morning. Let me start by covering our acquisition activity.
             During the quarter we acquired seven properties located in
             Georgia, Florida and North Carolina. These acquisitions had an
             aggregate cost of approximately $42 million and added 549,000 net
             rentable square feet to the portfolio. Initial occupancy of these
             properties ranged from 62% to 89%. One of our key investment
             criteria is to find properties with acquisition costs that are
             generally at or within 20% of replacement cost, which has been
             achieved in these transactions.

             We had an acquisition pipeline at the end of the quarter that
             included 11 properties. Subsequent to September 30, we consummated
             the purchase of 6 properties in the Florida, New York and
             California markets. These properties added 504,000 net rentable
             square feet of space at a total cost of $69 million.

             As of October 26, we are under contract but have yet to acquire
             five additional properties located in Florida, New York, Illinois
             and California. Completing these five acquisitions will add 385,000
             net rentable square feet to our portfolio at a total cost of
             approximately $64 million including the assumption of debt on one
             of these properties totaling $4.8 million.

             Now moving on to our development activities, during the third
             quarter we completed four projects with 286,000 net rentable square
             feet at an aggregate cost of approximately $10 million. These four
             projects included one newly developed facility and the conversion
             of three former pickup and delivery properties into new storage
             facilities.

             During the fourth quarter we are anticipating the completion of
             eight projects which will include new property developments, the
             conversions of former pickup and delivery properties and projects
             that have been repackaged. These projects will add 440,000 net
             rentable square feet to the system.



             At September 30, our development pipeline contained 57 projects
             totaling $291 million and consisted of new property developments,
             the conversion of the remaining pickup and delivery facilities and
             our expansions and repackaging. This development pipeline will be
             fully funded by us over the next 24 months and should add 3.8
             million net rentable square feet to our portfolio.

             We expect that both our development and acquisition facilities will
             continue to provide growth in the quarters to come as these
             properties reach stabilized occupancy levels as well as stabilized
             market rental rates.

             Included in our unstabilized pool of properties at quarter-end were
             66 acquisition facilities representing 4.6 million net rentable
             square feet. These properties generated a third quarter NOI yield
             of 6.7% on costs of $384 million. We also had 67 development and
             conversion facilities representing 5.5 million net rentable square
             feet, which generated a third quarter NOI yield of 7.5% on costs of
             $523 million. With that I will now turn the call over to Ron.

Ronald
Havner:      Thank you David. We had another good quarter. Our continued focus
             on the three Ps -- People, Product, and Pricing -- is producing
             substantial cash flow growth for our shareholders. From our
             operational excellence, to capital deployment and balance sheet
             management, our people are focused and executing. Yet there is much
             to be done. We continue to examine how we operate to improve
             customer value and enhance our competitive position. We are
             squarely focused on creating long-term shareholder value.







             Our operating results for the quarter were better than expected.
             While occupancy was down 20 basis points, average realized rents
             were up 4.6%, giving us growth in revenue per available square foot
             -- or REVPAF -- of 4.5% to $10.77 per square foot, inclusive of
             discounts. We expect this trend to continue as in-place rents at
             the end of September were $12.83 a square foot, up 5.2% from the
             end of September '04, and a 1.7% increase since June.

             For our same store group of properties, we had move-ins of 156,000
             customers during the quarter compared to 164,000 last year, about a
             5% decline. Move-outs at 165,000 were basically equal to last year.
             Net-net, we lost 9,000 customers during the quarter versus none
             last year. Our acquisition cost per customer for the quarter were
             higher at $152 compared to $138 last year as a result of higher
             media spends, promotional discounts, and fewer move-ins.

             We targeted our promotional programs toward higher value customers,
             which resulted in lower move-in volumes despite the higher media
             spend. Improved move-out ratios in September and October would
             indicate that we were moderately successful. Going into the fourth
             quarter we would expect the same level of media spend as last year.
             Our operating expense growth was more moderate than anticipated.
             This will change next year and return to a 3 to 5% range, excluding
             media. Media expenditures will continue to be volatile.

             Finally, with respect to the recent announcement by Shurgard that
             it is instituting a process to sell the company, we are pleased by
             the decision made by Shurgard's board of directors, and we look
             forward to participating in a prompt, fair, and efficient process.
             We will not be taking any questions about our potential transaction
             with Shurgard on today's call. However, we are happy to take
             questions regarding our operating results for the quarter. To that,
             thank you and Operator let's open it up for questions.



Operator:    At this time I would like to remind everyone in order to ask a
             question please press star then the number 1 on your telephone
             keypad. We'll pause for a just a moment to compile the Q&A roster.
             Your first question comes from Brian Legg, Merrill Lynch.

Brian Legg:  I'll throw it out there and see if you answer it, but have you
             talked to Shurgard about potentially opening their books to you
             all?

Ronald
Havner:      Brian we're not going to take any questions regarding Shurgard.

Brian Legg:  Got you. Okay I'll move on. Just looking at your portfolio,
             your operating results are clearly better than any of your peers.
             Can you give us a sense for acquisitions in the past couple of
             years -- how you've been able to perform in those acquisitions
             versus the going-in cap rate? Have you been able to move the needle
             maybe 100 basis points from the prior operators?

Ronald
Havner:      Well I think David gave you some metrics in terms of volume of
             acquisition and the yields for the quarter. We buy properties in
             the acquisition arena that are both unstabilized, freshly
             developed, newly developed, with zero occupancy, as well as buying
             some more mature properties with higher occupancy levels. So the
             going-in yield is anywhere from zero or negative to 6 or 7%
             generally, sometimes 8%.

             Overall we're very happy with our acquisition results. We've got
             them acquired at reasonably attractive prices relative to
             replacement cost. And I'd say given what's happened to steel and
             cement, we're probably at or below replacement



             cost. So we're happy with our acquisition results and they're
             performing -- I would say -- on average better than we anticipated.

Brian Legg:  I guess my question is more for the stabilized properties. If
             you acquired them at the, you know, say the 6 to 7%, have you been
             able to squeeze more juice out of those because you're just a
             better operator or you're more efficient with your advertising and
             so forth to, you know, move it from a 6% going-in acquisition to a
             7%?

John Reyes:  Hey Brian this is John.

Brian Legg:  Okay.

John Reyes:  Yes we have been able to move and we're able to move both the - the
             occupancy even on a, you know, other folks' definition of
             stabilized and ours is - maybe different. Ours operate at higher
             stabilized occupancy levels. But we have been able to move the
             volume or the occupancy. And in probably most instances, we've also
             been able to move the rental rates also. So we've been getting both
             rate variance positive as well as volume variances.

Brian Legg:  And can you sort of quantify the impact from when you...

Ronald
Havner:      Brian?

Brian Legg:  Yes.

Ronald
Havner:      One question.

Brian Legg:  Sure.





Ronald
Havner:      Back in the queue please.

Brian Legg:  Okay. Thank you.

Operator:    Your next question comes from Greg Whyte, Morgan Stanley.

             Greg Whyte: Hi. Good afternoon guys. You gave a lot of color on
             some specific assets in these various sort of hurricane markets.
             Could you just help us understand [inaudible] business interruption
             and I'm sure you insure the physical assets, but can you help us
             understand what the negative impact is to FFO from these storms?

John Reyes:  Greg we do have business interruption...

Greg Whyte:  Right.

John Reyes:  ...insurance. We haven't recorded any income with respect to that.
             It's all still kind of being, you know, figured out. But I think if
             you look at it, you know, with respect to the New Orleans
             properties, worst case -- I think we -- for the first six months,
             all eight properties generated about $2 million of NOI. So you
             annualize that, that's $4 million. And on 128 million shares you're
             talking about 3 cents a year, scorched earth. And clearly, we're
             not in that situation.

Greg Whyte:  Right.

John Reyes:  It's just not that significant of an impact to the company.




Greg Whyte:  John, I mean what about Wilma? I mean you cited significantly
             more assets in that market and clearly it wasn't as destructive
             but the interruptions may be there.

John Graul:  This is John Graul. Let me give you a quick update of what we
             know at this point. First, Orlando and Tampa are both open and
             operating. The affected areas are really in Miami -- from West Palm
             County through Broward County is our heaviest damage. The biggest
             issue in Miami is -- as you all know -- is power. We have teams of
             -- right now -- of our facility service managers along with our
             operations group going through the properties doing temporary
             repairs to the facilities and also assessing damage.

             Our biggest priority is to get the facilities open as quickly as we
             can to our customers. We do not anticipate any structural-- long
             term structural damage that's going to take a long time to repair.
             This is wind damage -- it's roofs, it's doors, signs, those kinds
             of things, which, as soon as we can get contractors in on those
             properties we'll get them opened. And as soon as the power returns,
             we'll get them open to our customers as quickly as we can.

Greg Whyte:  Okay thanks.

Operator:    Your next question comes from Eric Rothman, Wachovia Securities.

Eric
Rothman:     Yes I was curious, the press mentions that you'd acquired the
             third party's institutional investors interest in PC--PSAC, I'm
             curious how it was that that price was determined and what the
             rationale behind the acquisition was.

John Reyes:  Eric this is John. That was a partnership that we formed back in
             1999, in a development partnership. It built about--I think about
             22 properties and Public Storage was one of the partners. And
             there was another partnership that was the other partner. That
             other partnership had as its partners an  institutional investor
             as well as Wayne Hughes.



             We were reaching the end of the, basically the end of the
             partnership, which is year six, which would be November of this
             year. And we decided to negotiate a transaction to get the
             institutional investor out early, which is what we did. And then
             we'll be taking Wayne's interest out in November, and the
             partnership will then basically terminate. We will own all 22 of
             the properties at that point in time.

Eric
Rothman:     At what type of yield did you buy that?

John Reyes:  Well if you look at our-- the annualized net operating
             income for the past months on those 22 properties and the cost,
             assuming the cost is at $41 million plus $65 million we paid Wayne,
             the annualized yield is about 10.5%.

Eric
Rothman:     Ten five you said.

John Reyes:  Yes.

Eric
Rothman:     Great. Thank you very much.

Operator:    Your next question comes from Michael Knott, Green Street
             Advisors.

Michael
Knott:       Hey guys. I have a question on Shurgard. I'm just kidding. Can you
             just remind us on the redevelopment and the repackages, sort of
             what the all-in cost is and sort of what your IRR expectations are
             for those properties? We can see from the press release that the
             incremental cost for this quarter was $30 to $40 bucks. Can you
             help us understand what the all-in cost is?






Ronald
Havner:      Michael, let me try to bifurcate it into two groups. One
             repackaging or redevelopment opportunity is the conversion of the
             former pick-up and delivery facility. In almost every case, we have
             a large warehouse facility that essentially we go in and add two to
             three levels of self-storage -- it's enclosed, we can generally
             climate control it. Sometimes we have to change the parking. And
             that generally costs $30 to $40 a net rentable square foot. That is
             by our most efficient redevelopment or expansion program.

             And the yields on that, because we have an existing property right
             in that store, they tend to fill up a little faster, not a lot of
             incremental operating management costs. We're known in the market
             place, and so the yields on those are quite attractive on the
             margin. Now that doesn't consider the already sunk cost we have in
             the warehouse building, but on the margin to add product at $30 to
             $40 a foot when you're getting $12 plus of rent, it's a good deal.

             The other kind of repackagings we have are where we will take an
             older facility and generally sometimes demise one, two, or three
             buildings, maybe go multi-story, depending on the zoning that we
             can get in the area, adjust the parking, generally tear down an
             office and add a retail store operation to it. Those repackaging
             costs or redevelopment costs have both generally a lost income
             component associated with the demised building, as well as the
             incremental new construction cost.

             The numbers that David gives on that are really the net additional
             square footage that we add to the system. So we may demise 40,000
             or 20,000 and add another 70,000 to the property, giving us 100,000
             plus. The yields on that will range anywhere from, you know,
             probably 5 or 6 up to 12 or 15, depending on the amount of space
             demised at the period of time, how much we can change the density,
             those kinds of things.




             And part of our consideration in that -- when you think about the
             lower yield -- is what are we doing to the competitive position of
             the property and are making cap expenditures that may need to be
             done in the long term anyway. So there's both a yield component to
             it as well as a competitive positioning aspect to the property.

Michael
Knott:       Okay thanks.

Operator:    Your next question comes from Jay Leupp, RBC Capital Markets.

Jay Leupp:   Hi. Good morning -- here with Brett Johnson. Could you comment
             on advertising and marketing, both dollars you expect to spend
             going forward in the wake of your seasonal peak in occupancy
             this quarter and what the strategy's going to look like in 2006?
             And then on the redevelopment fund, maybe talk a little bit about
             what you think the potential is in your portfolio annually for the
             next, say three to five years.

Ronald
Havner:      Well that's a clever way to get two questions.

Jay Leupp:   I had to be creative Ron.

Ronald
Havner:      But, with respect to the media I think we touched on it, that we
             expect our fourth quarter media spend to be about the same as the
             fourth quarter of last year. If you recall, last year in October,
             we essentially had no media spend because of the election.  We
             were on media in October of this year. Right now, we expect a
             more moderate spend in November vis-a-vis last year and December
             will be December.






             Going into next year, the media will continue to be a volatile
             component in our expense line, and that has to do with a whole
             variety of things, both in terms of sometimes we use media in
             markets where we have large acquisitions or development properties
             coming online, and adapting to competitive competition, alternative
             programs that we may use tied into our pricing strategies and
             promotional discount strategies.

             So it's a very hard item to predict. But it's all geared towards
             driving the revenue per available square foot number. So it's a
             coordinated program between pricing, promotional discount and
             media.

             With respect to the redevelopment pipeline, if you think about our
             portfolio, which probably has--I don't know what the average age is
             today--but it's probably at least 15 years and there's probably
             500 to 800 properties that could undertake some form of
             redevelopment or packaging, anywhere from a new storefront to a
             more expansive redevelopment as I just explained in the previous
             question.

             So if you take 500 to 800 facilities, you could see that we have a
             lot of work ahead of us. And the site people and the construction
             people have lots to keep them busy for a long time.

Jay Leupp:   Thanks Ron.

Operator:    Your next question comes from Jeff Donnelly, Wachovia Securities.

Jeff
Donnelly:    Good morning out there guys. I'm just curious, this is the first
             period in some time where your same store occupancy comped down.
             In the past few years when that happened, the following quarters
             were actually fairly weak.






             I'm just curious, do you anticipate seeing negative comps in
             quarterly occupancy numbers in future quarters and how strong is
             your ability right now to continue to drive pricing at this point?

Ronald
Havner:      Well Jeff, I think we touched on the fact that in place rents
             at quarter-end were in excess of 5% higher than the same period
             last year September over September. And as we've talked about on
             previous calls our focus here is driving revenue per available
             square foot. That means we will take more volatility in the
             occupancy number. We'll take volatility in the media spend as we
             move -- as we try to drive that number.

             So you just can't look at occupancy. You have to look at occupancy.
             You have to look at rental rates, the volume of promotional
             discounts, and is that revenue per available square foot number
             moving in a positive direction?

Jeff
Donnelly:    Thanks, I just wanted to clarify that.

Operator:    Your next question comes from Paul Adornato, Harris Nesbitt.

Paul
Adornato:    Hi, thanks. I was wondering, I actually was noticing in the same
             store section that the expense related to the telephone
             reservation center decreased pretty substantially, 19.7%, which
             might be greater than would be expected given the portfolio growth.

             So I was wondering if you could talk about the performance of the
             telephone answering center with respect to their efficiency,
             ability to close sales, etc. given presumably the higher Internet
             and telephone.

Ronald
Havner:      Okay. Well, Paul, we talked at the beginning of the year that we
             anticipated a decline in the cost of the telephone reservation
             center. And that really had to





             do with the fact that we were taking our pickup and delivery
             service out of our call center and doing direct sales with the
             pickup and delivery team directly to their customers and we would
             no longer be selling that product in our national reservation
             center, the telephone center.

             That resulted in a headcount reduction of close to 100 people that
             was phased in over the course of 2004. And so what you're seeing,
             is kind of the year-over-year comp as that phase-in took place in
             2004 and was fully completed by the first quarter of 2005.

             The efficacy of the phone center is fantastic. We have a great team
             down there. They're more focused and their operating metrics are
             with respect to self storage better than they were a year ago. So
             the cost decline or the efficacy of that group has improved as
             their focus has narrowed.

             The point of bringing that up in terms of John Graul's comments is
             that you should not expect a 20% decline in year over year costs
             going forward for much longer.

Paul
Adornato:    Okay, thank you.

Operator:    Your next question comes from Kristen Brown, Deutsche Bank.

Kristen
Brown:       Hi. If you had the opportunity to do a big acquisition, would
             you consider adding leverage to your balance sheet?

Ronald
Havner:      That's a roundabout way of asking about Shurgard and I'm going
             to pass on that.

Kristen
Brown:       Okay, thanks.




Operator:    Your next question comes from Brian Legg, Merrill Lynch.

Brian Legg:  John, I just wanted to clarify on your advertising and promotion,
             the accounting, when you recognize the costs for Yellow Pages. Is
             there a lot of seasonality in that?

John Reyes:  Is there a lot of seasonality? Yellow Pages, we basically expense
             as being as we do this, Brian. In terms of seasonality, on a
             year over year comparison it should be very consistent, but
             sequential quarters it will vary. It just really depends on when
             the books renew and when we sign up for them.

Brian Legg:  When would that hit? The fourth quarter?

John Reyes:  Well the fourth quarter has typically been a little bit higher
             than the other quarters, but it happens throughout the year,
             Brian.

Brian Legg:  Okay, great. Thank you.

Operator:    Your next question comes from Greg Whyte, Morgan Stanley.

Greg Whyte:  Just a question for John maybe, I guess two parts. When you think
             about the preferred refinancing, John: a, do you guys have a
             restriction like many others that they can only be refinanced with
             either more preferred or equity; and b, if that is the case, given
             where rates are today for new issuance, and given where the cost of
             your 8% is in part of next year, how far in advance could you
             "raise cash" to refinance when you do the math?




John Reyes:  The answer to that first question is we do not have a restriction
             on that you've indicated. We can redeem with any means that we
             need, so that's not a -- we don't have that restriction.

Greg Whyte:  Okay.

John Reyes:  In terms of when we issue [inaudible -- audio difficulties].

Greg Whyte:  Well I guess it's just two lines across, John, at some point,
             I mean, from a dilution versus accretion on the interest cost
             savings.

John Reyes:  And it's not perfect science either. I mean, we have no idea
             what rates are going to be, you know, in September of '06. And so
             we can go out now and secure a 100 basis point spread now probably,
             but we run the risk that rates don't move up and now we've suffered
             a dilution until that point in time.

             So we're going to kind of pick and choose our battle as we go and
             we'll issue some here and there. I don't see us blowing out the
             whole thing at one time but we're continuing to watch the markets
             and we'll continue to watch what rates are doing.

Greg Whyte:  Okay, great. Thanks a lot.

Operator:    Your next question comes from Jeff Donnelly, Wachovia Securities.

Jeff
Donnelly:    I'm surprised I cycled back so fast. John, other income was
             running well ahead of usual levels. What was the reason behind
             that, and do you expect that will continue? And if I can, I guess,
             squeak in a follow-up maybe under the radar, if you guys were to
             own shares in Shurgard, is that where we would find the accounting
             for the dividend?




             I didn't ask if you owned them.

Ronald
Havner:      The big up tic in the other income would principally be due to
             the higher rates on cash.

John Reyes:  It's interest income, Jeff. There's another piece that happens
             is our retail truck rental, you know, our retail sales, locks and
             boxes as well as truck rentals was up quite a bit too. So it's
             really interest from higher rates that we're investing our cash
             balances at, as well as improvement in our locks and boxes and
             truck rental business.

Jeff
Donnelly:    Should I think of that as a run rate going forward then?

John Reyes:  I mean, the interest income is going to vary, depending on our
             cash balances, and we hope to get our, you know, excess of cash
             balances invested in acquisitions that David Doll talked about,
             development. We're going to take out the Wayne Hughes' interest
             next month. You know, that's $65 million. We're going to call our
             Series Q preferred $173 million in January.

             So it's going to fluctuate. It's going to depend on what interest
             rate environments continue to do as well as what our cash balances
             look like.

Jeff
Donnelly:    Great. Thanks guys.

Operator:    Your next question comes from Michael Mueller, JP Morgan.

Michael
Mueller:     Hi. I think John mentioned when you were talking about
             markets, that New Jersey was the weakest, larger market. I was
             just wondering is there any specific dynamic that's happening
             there or is it just a relative issue?





Ronald
Havner:      I'd say it's more of a relative issue.

Michael
Mueller:     Okay. Thanks.

Operator:    Again, if you would like to ask a question, please press star then
             the number 1 on your telephone keypad. You now have a follow up
             question from the line of Jay Leupp, RBC Capital Markets.

Jay Leupp:   Hi, for 2006 does your business plan contemplate offshore
             expansions to Asia, Australia or perhaps Europe, and how much
             research have you done on those markets?

Ronald
Havner:      Jay, if it does, we can't talk about it right now.

Jay Leupp:   Thanks.

Operator:    Thank you. At this time there are no further questions.

Ronald
Havner:      Okay, thank you all for attending the call.

Operator:    Thank you. This concludes today's Public Storage Third Quarter
             2005 Earnings conference call. You may now disconnect.


                                       END