content: 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)    May 7, 1999
                                                          --------------------
  
                                PS Partners II, Ltd.
                      ------------------------------------
              (Exact name of registrant as specified in its charter)
  
           California                   0-11981             95-3878680
           ----------                   -------             ----------
      (State or other juris-          (Commission         (IRS Employer
      diction of incorporation)       File Number)      Identification No.)
  
        701 Western Avenue, Glendale, California             91203-1241
        -------------------------------------------------    ----------
            (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 May 7, 1999, Public Storage, Inc. ("PSI"), through a wholly-owned
  subsidiary, acquired all of the 33,053 units of limited partnership interest
  ("Units") in PS Partners II, Ltd. (the "Partnership") that were not previously
  owned by PSI. PSI's acquisition of the 33,053 Units was accomplished through the
  merger of PS Partners II Merger Co., Inc., a wholly-owned, second tier
  subsidiary of PSI, into the Partnership. In the merger, the 33,053 Units were
  converted into an aggregate of approximately (i) 569,000 shares of PSI common
  stock (at the rate of 27.357 shares of PSI common stock per Unit) and (ii)
  $8,550,099 in cash (at the rate of $697 per Unit). The amounts set forth above
  exclude, in each case, a cash distribution of $4.76 per Unit (such cash
  distribution was paid on all of the 128,000 Units in the Partnership). As a
  result of the merger, (i) PSI, through a wholly-owned subsidiary, owns all of
  the 128,000 Units in the Partnership and (ii) PSI and B. Wayne Hughes retain
  their general partner interests in the Partnership, and the Partnership remains
  in existence.
  
  Item 7.  Financial Statements and Exhibits
           ---------------------------------
  
           (c)  Exhibits.
  
           (2) Agreement and Plan of Reorganization by and among Public Storage,
  Inc., PS Partners II Merger Co., Inc. and PS Partners II, Ltd. dated as of
  January 19, 1999. Filed as Exhibit 2 to the Partnership's Current Report on Form
  8-K dated January 19, 1999 and incorporated herein by reference.
  
  <PAGE>
  
                                    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.
  
                                          PS PARTNERS II, LTD.
  
                                          By: PUBLIC STORAGE, INC.,
                                              General Partner
  
  
                                              By: /S/ DAVID GOLDBERG
                                                  -------------------
                                                  David Goldberg
                                                  Senior Vice President
  
  Date:  May 17, 1999
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3647}]
metadata_filer: {"company-data": {"conformed-name": "PS PARTNERS II LTD", "cik": "0000727069", "assigned-sic": "6519", "irs-number": "953878680", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11981", "film-number": "99626135"}, "business-address": {"street1": "701 WESTERN AVE", "street2": "SUITE 200", "city": "GLENDALE", "state": "CA", "zip": "91201-2397", "phone": "8182448080"}, "mail-address": {"street1": "701 WESTERN AVE", "street2": "SUITE 200", "city": "GLENDALE", "state": "CA", "zip": "91201"}}
text: 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)    May 7, 1999
                                                          --------------------
  
                                PS Partners II, Ltd.
                      ------------------------------------
              (Exact name of registrant as specified in its charter)
  
           California                   0-11981             95-3878680
           ----------                   -------             ----------
      (State or other juris-          (Commission         (IRS Employer
      diction of incorporation)       File Number)      Identification No.)
  
        701 Western Avenue, Glendale, California             91203-1241
        -------------------------------------------------    ----------
            (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 May 7, 1999, Public Storage, Inc. ("PSI"), through a wholly-owned
  subsidiary, acquired all of the 33,053 units of limited partnership interest
  ("Units") in PS Partners II, Ltd. (the "Partnership") that were not previously
  owned by PSI. PSI's acquisition of the 33,053 Units was accomplished through the
  merger of PS Partners II Merger Co., Inc., a wholly-owned, second tier
  subsidiary of PSI, into the Partnership. In the merger, the 33,053 Units were
  converted into an aggregate of approximately (i) 569,000 shares of PSI common
  stock (at the rate of 27.357 shares of PSI common stock per Unit) and (ii)
  $8,550,099 in cash (at the rate of $697 per Unit). The amounts set forth above
  exclude, in each case, a cash distribution of $4.76 per Unit (such cash
  distribution was paid on all of the 128,000 Units in the Partnership). As a
  result of the merger, (i) PSI, through a wholly-owned subsidiary, owns all of
  the 128,000 Units in the Partnership and (ii) PSI and B. Wayne Hughes retain
  their general partner interests in the Partnership, and the Partnership remains
  in existence.
  
  Item 7.  Financial Statements and Exhibits
           ---------------------------------
  
           (c)  Exhibits.
  
           (2) Agreement and Plan of Reorganization by and among Public Storage,
  Inc., PS Partners II Merger Co., Inc. and PS Partners II, Ltd. dated as of
  January 19, 1999. Filed as Exhibit 2 to the Partnership's Current Report on Form
  8-K dated January 19, 1999 and incorporated herein by reference.
  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.
  
                                          PS PARTNERS II, LTD.
  
                                          By: PUBLIC STORAGE, INC.,
                                              General Partner
  
                                              By: /S/ DAVID GOLDBERG
                                                  -------------------
                                                  David Goldberg
                                                  Senior Vice President
  
  Date:  May 17, 1999